Additional Purchaser Covenants. (1) The Purchaser covenants and agrees that, notwithstanding anything contained in Section 4.1 of the Arrangement Agreement, the Company shall be permitted to cancel up to 3,500,000 New Options and 1,500,000 Floating Options (being the options issued in exchange for 5,000,000 Company Options pursuant the Amended Arrangement) that were previously granted by the Company and may issue new Floating Options to such Persons pursuant to the Amended Equity Incentive Plan, provided that:
Additional Purchaser Covenants. Each Purchaser covenants that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding such Purchaser or such Purchaser's "Plan of Distribution," including, without limitation, the information contained in the Registration Statement Questionnaire attached hereto as Exhibit D relating to such Purchaser. Each Purchaser shall provide the Company in writing with such change or additional information necessary so that the information set forth in the Registration Statement regarding such Purchaser will be true and correct as of the effective date of the Registration Statement and until the Company is no longer required to keep the Registration Statement effective pursuant to Section 6.1(c) of this Agreement.
Additional Purchaser Covenants. Purchaser will take all action necessary to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Purchaser agrees to cause Merger Sub to vote all shares of Company Common Stock beneficially owned by Merger Sub and any other affiliate holding shares of Company Common Stock, in favor of adoption of this Agreement at the Company Stockholders Meeting, if such meeting is held.
Additional Purchaser Covenants. Purchaser has complied with and, from and after the date hereof and following Closing shall continue to comply with, all requirements of Applicable Canadian Securities Laws in connection with the issuance to Vendor of the Debenture and the Share Consideration including, but not limited to, the filing of a report of exempt distribution and the payment of applicable fees within 10 days from the Closing Date and, in addition from and after the date hereof and following Closing Purchaser shall:
Additional Purchaser Covenants. 17 6.5 Termination...................................................................................17 7. Rights of First Refusal................................................................................17 8. Miscellaneous..........................................................................................19 8.1 Dividend Gross-Up Payment.....................................................................19 8.2
Additional Purchaser Covenants. ARTICLE VII - CONDITIONS PRECEDENT TO THE OBLIGATIONS OF EACH PARTY TO CONSUMMATE THE MERGER.................. Section 7.01.
Additional Purchaser Covenants. 9.1 Newco Obligations 33 9.2 Sale Restrictions 33 9.3 Financing 33 9.4 Parent Guarantee 34
Additional Purchaser Covenants. 17 6.5 Termination............................................................. 17 7. CO-SALE RIGHTS............................................................... 17
Additional Purchaser Covenants. 40 ARTICLE VII - CONDITIONS PRECEDENT TO THE OBLIGATIONS OF EACH PARTY TO CONSUMMATE THE MERGER 41 Section 7.01. Stockholder Approval................................41 Section 7.02. Absence of Order....................................41 Section 7.03. Regulatory Approvals................................41 Section 7.04. HSR Act.............................................41 Section 7.05. Offer...............................................41 ARTICLE VIII CONDITIONS PRECEDENT TO THE OBLIGATIONS OF PURCHASER AND MERGER SUB TO CONSUMMATE THE MERGER...........................41 Section 8.01. Delaware Certificates...............................42 Section 8.02. Secretary's Certificates............................42 Section 8.03. Certificate of Merger...............................42 Section 8.04. Covenants ARTICLE IX - CONDITIONS PRECEDENT TO THE OBLIGATION OF THE COMPANY TO CONSUMMATE THE MERGER..........................................42 Section 9.01. Delaware Certificates...............................42 Section 9.02. Secretary's Certificates............................42 Section 9.03. Certificate of Merger...............................42 Section 9.04. Covenants...........................................43
Additional Purchaser Covenants. 9.1 Replacement of Environmental Guarantee and Financial Sureties 56 9.2 Employee Matters 56 9.3 Non-Solicitation of EKATI Secondees 57 9.4 BCDC Obligations 57 9.5 Sale Restrictions 57 9.6 Financing 57 9.7 Parent Guarantee 58
