Common use of Alternative Transaction Clause in Contracts

Alternative Transaction. (a) If Purchaser concludes that it is necessary or desirable to proceed with another form of transaction (including a take-over bid or an amalgamation) whereby Purchaser or one of its Affiliates would effectively acquire all of the Shares within substantially the same time periods and on economic terms that are equivalent to or better to the Shareholders (including in respect of the tax treatment of the Shareholders pursuant to such transaction) than those contemplated by the Arrangement Agreement (an “Alternative Transaction”), each of the Shareholders agrees to support, and cause to be supported, the completion of such Alternative Transaction in the same manner as the Arrangement and shall otherwise fulfill its covenants contained in this Agreement in respect of such Alternative Transaction.

Appears in 2 contracts

Samples: Voting Support Agreement (Score Media & Gaming Inc.), Voting Support Agreement (Score Media & Gaming Inc.)

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Alternative Transaction. (a) If Purchaser In the event that the Acquiror concludes that it is necessary or desirable to proceed with another form of transaction (including such as a take-over bid or an amalgamation) whereby Purchaser the Acquiror or one of its Affiliates would effectively acquire all of the Common Shares or the assets of the Company within substantially approximately the same time periods and on economic terms and other terms and conditions (including tax treatment) and having consequences to the Company and its Shareholders that are equivalent to or better to the Shareholders (including in respect of the tax treatment of the Shareholders pursuant to such transaction) than those contemplated by the Arrangement this Agreement (an “Alternative Transaction”), each of the Shareholders Company agrees to support, and cause to be supported, support the completion of such Alternative Transaction in the same manner as the Arrangement and shall otherwise fulfill its covenants contained in this Agreement in respect of such Alternative Transaction.

Appears in 2 contracts

Samples: Arrangement Agreement (Northern Dynasty Minerals LTD), Arrangement Agreement

Alternative Transaction. (a) If the Purchaser concludes after the date of this Agreement that it is necessary or desirable to proceed with another form of an alternative transaction structure (including including, without limitation, a take-over bid or an amalgamationbid) whereby Purchaser or one of and/or its Affiliates affiliates would effectively acquire all the Gage Shares or interests of the Shares within substantially the same time periods and Gage on economic terms and other terms and conditions having consequences to the Shareholder that are substantially equivalent to or better to the Shareholders (including in respect of the tax treatment of the Shareholders pursuant to such transaction) than those contemplated by the Arrangement Agreement (any such transaction is referred to as an “Alternative Transaction”), each of the Shareholders Shareholder agrees to support, and cause to be supported, support the completion of such the Alternative Transaction in the same manner as the Arrangement and shall otherwise fulfill its covenants contained in this Agreement provides with respect to the Arrangement, including, by voting or causing to be voted all of the Shareholder’s Purchaser Common Shares (to the extent that they carry the right to vote at such meeting) in respect of favour of, and not dissenting from, such Alternative Transaction, as required by applicable Law.

Appears in 1 contract

Samples: Voting Support Agreement (TerrAscend Corp.)

Alternative Transaction. (a) If the Purchaser concludes that it is necessary or desirable to proceed with another form of transaction (including a take-over bid or an amalgamation) whereby the Purchaser or one of its Affiliates affiliates would effectively acquire all of the Shares within substantially approximately the same time periods and on economic terms to the Shareholder that are equivalent to or better to the Shareholders (including in respect of the tax treatment of the Shareholders pursuant to such transaction) than those contemplated by the Arrangement Agreement (an Alternative Transaction), each of the Shareholders Shareholder agrees to support, and cause to be supported, the completion of such Alternative Transaction in the same manner as the Arrangement and shall otherwise fulfill its covenants and obligations contained in this Agreement in respect of such Alternative Transaction.

Appears in 1 contract

Samples: Voting Support Agreement (Trillium Therapeutics Inc.)

Alternative Transaction. (a) If Purchaser In the event that the Acquiror concludes that it is necessary or desirable to proceed with another form of transaction (including such as a take-over bid or an amalgamation) whereby Purchaser the Acquiror or one of its Affiliates would effectively acquire all of the Common Shares or the assets of the Company within substantially approximately the same time periods and on economic terms and other terms and conditions (including tax treatment) and having consequences to the Company and its Shareholders that are equivalent to or better to the Shareholders (including in respect of the tax treatment of the Shareholders pursuant to such transaction) than those contemplated by the Arrangement this Agreement (an "Alternative Transaction"), each of the Shareholders Company agrees to support, and cause to be supported, support the completion of such Alternative Transaction in the same manner as the Arrangement and shall otherwise fulfill its covenants contained in this Agreement in respect of such Alternative Transaction.

Appears in 1 contract

Samples: Arrangement Agreement (Auryn Resources Inc.)

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Alternative Transaction. (a) If Purchaser In the event that the Acquiror concludes that it is necessary or desirable to proceed with another form of transaction (including such as a take-over bid or an amalgamation) whereby Purchaser the Acquiror or one of its Affiliates would effectively acquire all of the Common Shares or the assets of the Company within substantially approximately the same time periods and on economic terms and other terms and conditions (including tax treatment) and having consequences to the Company and its Shareholders that are equivalent to or better to the Shareholders (including in respect of the tax treatment of the Shareholders pursuant to such transaction) than those contemplated by the Arrangement this Agreement (an “Alternative Transaction”), each of the Shareholders Company agrees to support, and cause to be supported, support the completion of such Alternative Transaction in the same manner as the Arrangement and shall otherwise fulfill its covenants contained in this Agreement in respect of such Alternative Transaction, provided that any additional costs will be borne by the Acquiror.

Appears in 1 contract

Samples: Arrangement Agreement (Northern Dynasty Minerals LTD)

Alternative Transaction. (a) If the Purchaser concludes after the date of this Agreement that it is necessary or desirable to proceed with another form of an alternative transaction structure (including including, without limitation, a take-take- over bid or an amalgamationbid) whereby Purchaser or one of and/or its Affiliates affiliates would effectively acquire all the Gage Shares or interests of the Shares within substantially the same time periods and Gage on economic terms and other terms and conditions having consequences to the Shareholder that are substantially equivalent to or better to the Shareholders (including in respect of the tax treatment of the Shareholders pursuant to such transaction) than those contemplated by the Arrangement Agreement (any such transaction is referred to as an “Alternative Transaction”), each of the Shareholders Shareholder agrees to support, and cause to be supported, support the completion of such the Alternative Transaction in the same manner as the Arrangement and shall otherwise fulfill its covenants contained in this Agreement provides with respect to the Arrangement, including, by voting or causing to be voted all of the Shareholder’s Purchaser Common Shares (to the extent that they carry the right to vote at such meeting) in respect of favour of, and not dissenting from, such Alternative Transaction, as required by applicable Law.

Appears in 1 contract

Samples: Voting Support Agreement

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