ADDITIONAL COVENANTS REGARDING NON Sample Clauses

ADDITIONAL COVENANTS REGARDING NON. SOLICITATION 29 8.1 Non-Solicitation 29 8.2 Non-Solicitation – Cease Prior Solicitations 30 8.3 Confidentiality and Standstill Agreements 30 8.4 Notification of Acquisition Proposals 31 8.5 Responding to an Acquisition Proposal as Required by Law 31 8.6 Breach by Subsidiaries and Representatives 31 ARTICLE 9 INDEMNIFICATION 31 9.1 Indemnification by Interra 31 9.2 Indemnification by AVC 32 9.3 Limitations on Indemnification 32 9.4 Procedures for Indemnification 32 ARTICLE 10 CONDITIONS PRECEDENT 33 10.1 Mutual Conditions Precedent 33 10.2 Additional Conditions Precedent to the Obligations of AVC 34 10.3 Additional Conditions Precedent to the Obligations of Interra and Subco 36
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ADDITIONAL COVENANTS REGARDING NON. SOLICITATION 80 7.1 Non-Solicitation. 80 7.2 Notification of Acquisition Proposals. 81
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ADDITIONAL COVENANTS REGARDING NON. SOLICITATION 43 7.1 IPL Covenant Regarding Non-Solicitation 43
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ADDITIONAL COVENANTS REGARDING NON. SOLICITATION47 5.1Non-Solicitation 47 5.2Notification of Acquisition Proposals 49 5.3Responding to an Acquisition Proposal 49 5.4Right to Match 50 ARTICLE 6 CONDITIONS52 {B1191373.1} XXXX 00000000 6.1Mutual Conditions Precedent 52 6.2Additional Conditions Precedent to the Obligations of the Canadian Purchaser 52 6.3Additional Conditions Precedent to the Obligations of the International Purchaser 54 6.4Additional Conditions Precedent to the Obligations of the Corporation 55 6.5Satisfaction of Conditions 56
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ADDITIONAL COVENANTS REGARDING NON. SOLICITATION 80 5.1 Non-Solicitation of Other Bids. 80 5.2 Liquidated Damages Claim 81 ARTICLE 6 CONDITIONS. 81 6.1 Mutual Conditions Precedent 81 6.2 Additional Conditions Precedent to the Obligations of the Purchaser 82 6.3 Additional Conditions Precedent to the Obligations of the Company 85 6.4 Satisfaction of Conditions 87 ARTICLE 7 INDEMNIFICATION 87 7.1 Survival. 87 7.2 Indemnification by Company. 88 7.3 Indemnification by Purchaser. 89 7.4 Certain Limitations. 89 7.5 Impact of Qualifiers. 90 7.6 Insurance. 90 7.7 Notification of Indemnity Claims 91 7.8 Direct Claims 91 7.9 Third Party Claims 92 7.10 Cooperation. 92 -ii- TABLE OF CONTENTS (continued) Page
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ADDITIONAL COVENANTS REGARDING NON. SOLICITATION 48 5.1 Non-Solicitation 48 5.2 Notification of Acquisition Proposals 50 5.3 Responding to an Acquisition Proposal 50 5.4 Purchaser Right to Match 51 TABLE OF CONTENTS (continued) Page 5.5 Breach by Subsidiaries and Representatives 53 ARTICLE 6 CONDITIONS 53 6.1 Mutual Conditions Precedent 53 6.2 Additional Conditions Precedent to the Obligations of the Purchaser 54 6.3 Additional Conditions Precedent to the Obligations of the Company 55 6.4 Satisfaction of Conditions 56 6.5 Frustration of Conditions 56 ARTICLE 7 TERM AND TERMINATION 56 7.1 Term 56 7.2 Termination 56 7.3 Effect of Termination/Survival 58 ARTICLE 8 GENERAL PROVISIONS 58 8.1 Amendments 58 8.2 Company Termination Fee 59 8.3 Expenses 60 8.4 Notices 60 8.5 Time of the Essence 62 8.6 Injunctive Relief 62 8.7 Third Party Beneficiaries 62 8.8 Waiver 62 8.9 Entire Agreement 62 8.10 Successors and Assigns 63 8.11 Severability 63 8.12 Governing Law 63 8.13 Rules of Construction 63 8.14 No Liability 63 8.15 Language 63 8.16 Counterparts 64 SCHEDULE “A” PLAN OF ARRANGEMENT SCHEDULE “B” ARRANGEMENT RESOLUTION SCHEDULE “C” REPRESENTATIONS AND WARRANTIES OF THE COMPANY SCHEDULE “D” REPRESENTATIONS AND WARRANTIES OF THE PURCHASER SCHEDULE “E” VOTING SUPPORT AGREEMENT SCHEDULE “F” LOCK-UP AGREEMENT ARRANGEMENT AGREEMENT THIS AGREEMENT is made as of the 23rd day of March, 2022, BETWEEN: CRESCO LABS INC., a company existing under the laws of the Province of British Columbia (the “Purchaser”) - and - COLUMBIA CARE INC., a company existing under the laws of the Province of British Columbia (the “Company”).
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ADDITIONAL COVENANTS REGARDING NON. SOLICITATION 59 Section 5.1 Company Non-Solicitation. 59 ARTICLE 6 CONDITIONS 64 Section 6.1 Mutual Conditions Precedent. 64 Section 6.2 Additional Conditions Precedent to the Obligations of the Purchaser. 65 Section 6.3 Additional Conditions Precedent to the Obligations of the Company 69 ARTICLE 7 TERM AND TERMINATION 71 Section 7.1 Term. 71 Section 7.2 Termination. 72 Section 7.3 Effect of Termination/Survival. 74 ARTICLE 8 GENERAL PROVISIONS 74 Section 8.1 Amendments. 74 Section 8.2 Termination Fees. 75 Section 8.3 Expenses and Expense Reimbursement. 76 Section 8.4 Notices. 77 Section 8.5 Time of the Essence. 78 Section 8.6 Injunctive Relief. 78 Section 8.7 Third Party Beneficiaries. 79 Section 8.8 Waiver. 79 Section 8.9 Entire Agreement. 79 Section 8.10 Successors and Assigns. 80 Section 8.11 Severability 80 Section 8.12 Governing Law. 80 Section 8.13 Rules of Construction. 80 Section 8.14 No Personal Liability 80 Section 8.15 Language. 81 Section 8.16 Counterparts. 81 Schedule A: Plan of Arrangement Schedule B: Arrangement Resolution Schedule C: Purchaser Shareholder Resolution Schedule D: Representations and Warranties of the Company Schedule E: Representations and Warranties of the Purchaser Schedule F: Form of Voting Support Agreement Schedule G: Trademark and Technology License Agreement Schedule H: Form of Lock-Up and Incentive Agreement Exhibit 1: High Street Operating Agreement - Amending Terms Exhibit 2: Tax Receivables Agreement - Amending Terms ARRANGEMENT AGREEMENT THIS AGREEMENT is made as of the 18th day of April, 2019 BETWEEN: Canopy Growth Corporation, a corporation existing under the laws of Canada; (the “Purchaser”) - and - Acreage Holdings, Inc., a corporation existing under the laws of the Province of British Columbia; (the “Company”).
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Related to ADDITIONAL COVENANTS REGARDING NON

  • Additional Covenants The Company covenants and agrees with the Agent as follows, in addition to any other covenants and agreements made elsewhere in this Agreement:

  • Certain Additional Covenants (a) If any Pledgor shall, as a result of its ownership of any of the Collateral, become entitled to receive or shall receive any Stock Certificate (including any Stock Certificate issued pursuant to a stock dividend or a distribution in connection with any reclassification or increase or reduction of capital, or any Stock Certificate issued in connection with any reorganization) or any other certificate evidencing any Collateral, such Pledgor shall accept the same as the agent of the Agent, hold the same in trust for the Agent and deliver the same forthwith to the Agent in the exact form received, duly endorsed by such Pledgor to the Agent, if required, together with an undated stock power covering such Stock Certificate or other certificate duly executed in blank by such Pledgor and with, if the Agent so requests, signature guaranteed, to be held by the Agent, subject to the terms hereof, as additional Collateral. Any sums paid upon or in respect of the Pledged Equity Interests upon the liquidation or dissolution of any Subsidiary shall be paid over to the Agent to be held as additional Collateral. In case any distribution of capital shall be made on or in respect of the Pledged Equity Interests or any property shall be distributed upon or with respect to the Pledged Equity Interests pursuant to the recapitalization or reclassification of the capital of the Pledgor or any Subsidiary or pursuant to the reorganization thereof, as applicable, the capital or property so distributed shall be delivered to the Agent to be held as additional Collateral. If any such capital or property so paid or distributed shall be received by any Pledgor, such Pledgor shall, until such capital or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of such Pledgor, as additional Collateral.

  • Additional Covenant In Section 4 add a new paragraph as follows:

  • Additional Covenants of the Parties In addition to the foregoing, the parties covenant and agree as follows:

  • Tenants Additional Covenants Tenant shall (a) join the Advisory Association and cooperate in the activities of such association; (b) at its election, engage in reasonable cross-marketing endeavors with the members of the Advisory Association; and (c) at its election, provide signage on the Property which references that the Property is owned by Landlord, which signage may include an appropriate logo selected by Landlord. In addition, it is the intent of the parties that Tenant be a single-purpose entity with no business operations except for those related solely to the operation of the Property for its Primary Intended Use and other property of Landlord which may be leased to Tenant. Tenant shall, therefore, not engage in or undertake any activities other than those respecting the operation of the Property for its Primary Intended Use, including leasing, managing, and operating golf courses in accordance with this Lease.

  • Additional Covenants of Tenant If, as result of any application or use by Landlord of all or any part of the Letter of Credit, the amount of the Letter of Credit shall be less than the Letter of Credit Amount, Tenant shall, within five (5) business days thereafter, provide Landlord with additional letter(s) of credit in an amount equal to the deficiency (or a replacement letter of credit in the total Letter of Credit Amount), and any such additional (or replacement) letter of credit shall comply with all of the provisions of this ARTICLE 27, and if Tenant fails to comply with the foregoing, notwithstanding anything to the contrary contained in this Lease, the same shall constitute an Event of Default by Tenant. Tenant further covenants and warrants that it will neither assign nor encumber the Letter of Credit or any part thereof and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.

  • Additional Covenants of the Company The Company further covenants and agrees with each Underwriter as follows:

  • Special Covenants If any Company shall fail or omit to perform and observe Section 5.7, 5.8, 5.9, 5.11, 5.12, 5.13 or 5.15 hereof.

  • Additional Covenants of the Seller The Seller hereby covenants and agrees with the Depositor as follows:

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