Common use of Court Proceedings Clause in Contracts

Court Proceedings. Each of PCS and Agrium will provide the other Party and its legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by the other Party for inclusion in such material, prior to the service and filing of that material, and will accept the reasonable comments of the other Party and its legal counsel with respect to any such information required to be supplied by the other Party and included in such material and any other matters contained therein. Each of PCS and Agrium will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Each of PCS and Agrium will provide legal counsel to the other Party on a timely basis with copies of any notice and evidence served on such Party or its legal counsel in respect of the application for the Final Order or any appeal therefrom. Subject to applicable Laws, neither Party will file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with the other Party’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that nothing herein shall require PCS or Agrium to agree or consent to any change to the PCS Exchange Ratio, the Agrium Exchange Ratio or the payment of any other consideration or other modification or amendment to such filed or served materials that expands or increases such Party’s obligations set forth in any such filed or served materials or under this Agreement. Each of PCS and Agrium shall oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement.

Court Proceedings. Subject to the terms of this Agreement, each of the Parties will cooperate with and assist each other in seeking the Interim Order and the Final Order, including by providing each other on a timely basis any information reasonably required to be supplied by the other in connection therewith. Each of PCS and Agrium the Parties will provide legal counsel to the other Party and its legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by the other Party for inclusion in such material, prior to the service and filing of that materialBusiness Combination, and will accept the give reasonable comments consideration to all such comments. Subject to applicable Law, none of the other Party and its legal counsel with respect to Parties will file any such information required to be supplied by the other Party and included in such material and any other matters contained therein. Each of PCS and Agrium will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Each of PCS and Agrium will provide legal counsel to the other Party on a timely basis with copies of any notice and evidence served on such Party or its legal counsel in respect of the application for the Final Order or any appeal therefrom. Subject to applicable Laws, neither Party will file any material with, or make any submissions to, the Court in connection with the Arrangement Business Combination or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.8 or with the all other Party’s Parties’ prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that provided, that, nothing herein shall require PCS or Agrium any Party to agree to modifications or consent to any change amendments to the PCS Exchange Ratio, the Agrium Exchange Ratio Business Combination or the payment Plan of Arrangement. Each Party shall also provide to each other Parties’ legal counsel on a timely basis copies of any other consideration notice of appearance or other modification Court documents served on the Party in respect of the application for the Interim Order or amendment the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Party indicating any intention to such filed oppose the granting of the Interim Order or served materials that expands the Final Order or increases such Party’s obligations set forth in any such filed to appeal the Interim Order or served materials or under this Agreementthe Final Order. Each Party will ensure that all materials filed with the Court in connection with the Business Combination are consistent in all material respects with the terms of PCS this Agreement and Agrium shall the Plan of Arrangement. In addition, no Party will object to legal counsel to the other Parties making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Parties are advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Cannex, Nevada Holdco and BC Newco will oppose any proposal from any Person party that the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, a Party is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, the other Parties.

Court Proceedings. Each Subject to the terms of PCS this Agreement, the Purchaser and Agrium will the Parent shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company, on a timely basis, any information reasonably required to be supplied by the Purchaser or the Parent in connection therewith. The Company shall provide the other Party and its Purchaser’s legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by the other Party for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of the other Party and its legal counsel with respect consideration to any all such information required to be supplied by the other Party and included in such material and any other matters contained therein. Each of PCS and Agrium will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Each of PCS and Agrium will provide legal counsel to the other Party on a timely basis with copies of any notice and evidence served on such Party or its legal counsel in respect of the application for the Final Order or any appeal therefromcomments. Subject to applicable LawsLaw, neither Party will the Company shall not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will shall not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.6 or with the other PartyPurchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that that, nothing herein shall require PCS or Agrium the Purchaser to agree or consent to any change to increase in or variation in the PCS Exchange Ratio, the Agrium Exchange Ratio or the payment form of any other consideration Consideration or other modification or amendment to such filed or served materials that expands or increases such Partythe Purchaser’s obligations obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. Each The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of PCS any notice of appearance, evidence or other Court documents served on the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and Agrium of any notice, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company shall not object to the Purchaser’s legal counsel making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Company is provided with copies of such written submissions, if any, with reasonably sufficient time prior to the hearing, the Company and the Company’s legal counsel are provided with a reasonable opportunity to review and comment upon the drafts of such submissions and such submissions, if any, are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company shall also oppose any proposal from any Person party that the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, the Purchaser.

Court Proceedings. Each Subject to the terms of PCS this Agreement, LSEG will cooperate with and Agrium assist TMX Group in seeking the Interim Order and the Final Order, including by providing to TMX Group, on a timely basis, any information reasonably required to be supplied by LSEG in connection therewith. TMX Group will provide the other Party and its legal counsel LSEG’s outside counsel, as specified in Section 8.1(a), with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by the other Party for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of the other Party and its legal counsel with respect consideration to any all such information required to be supplied by the other Party and included in such material and any other matters contained therein. Each of PCS and Agrium will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Each of PCS and Agrium will provide legal counsel to the other Party on a timely basis with copies of any notice and evidence served on such Party or its legal counsel in respect of the application for the Final Order or any appeal therefromcomments. Subject to applicable LawsLaw, neither Party TMX Group will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.9 or with the other PartyLSEG’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that nothing herein shall require PCS or Agrium LSEG to agree or consent to any change to increase in or variation in the PCS Exchange Ratio, the Agrium Exchange Ratio or the payment form of any other consideration Consideration or other modification or amendment to such filed or served materials that expands or increases such PartyLSEG’s obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. Each TMX Group shall also provide to LSEG’s outside counsel, as specified in Section 8.1(a) and on a timely basis, copies of PCS any notice of appearance or other Court documents served on TMX Group in respect of the application for the Interim Order or the Final Order or any appeal therefrom and Agrium shall of any notice, whether written or oral, received by TMX Group indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. TMX Group will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, TMX Group will not object to legal counsel to LSEG making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that TMX Group is advised of the nature of any submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. TMX Group will also oppose any proposal from any Person party that the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, TMX Group is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, LSEG.

Court Proceedings. Subject to the terms of this Agreement, each of the Parties will cooperate with and assist each other in seeking the Interim Order and the Final Order, including by providing each other on a timely basis any information reasonably required to be supplied by the other in connection therewith. Each of PCS and Agrium the Parties will provide legal counsel to the other Party and its legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Business Combination, and will give reasonable consideration to all such comments. Subject to applicable Law, none of the Parties will file (nor will any Party take any action to cause or permit Nevada Holdco to file) any material with the Court in connection with the Business Combination or serve any such material, and will not agree to modify or amend (nor will any Party take any action to cause or permit Nevada Holdco to modify or amend) materials so filed or served, except as contemplated by this Section 2.8 or with all other Parties’ prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, that, nothing herein shall require any Party to agree to modifications or amendments to the Business Combination or the Plan of Arrangement, including by providing . Each Party shall also provide to each other Parties’ legal counsel on a timely basis a description copies of any information required to be supplied notice of appearance or other Court documents served on the Party in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the other Party for inclusion in such material, prior indicating any intention to oppose the service and filing of that material, and will accept the reasonable comments granting of the other Party and its legal counsel with respect Interim Order or the Final Order or to any such information required to be supplied by appeal the other Party and included in such material and any other matters contained thereinInterim Order or the Final Order. Each of PCS and Agrium Party will ensure that all material materials filed with the Court in connection with the Arrangement is Business Combination are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Each of PCS and Agrium In addition, no Party will provide object to legal counsel to the other Party making such submissions on a timely basis with copies the hearing of any notice the motion for the Interim Order and evidence served on such Party or its legal counsel in respect of the application for the Final Order or any appeal therefrom. Subject to applicable Lawsas such counsel considers appropriate, neither provided that the Party will file any material with, or make is advised of the nature of any submissions toprior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. SVT, the Court in connection with the Arrangement or serve any such materialFinco, Baker, Briteside, and Sea Hunter will, and SVT will not agree to modify or amend materials so filed or servedprocure that Nevada Holdco will, except as contemplated hereby or with the other Party’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that nothing herein shall require PCS or Agrium to agree or consent to any change to the PCS Exchange Ratio, the Agrium Exchange Ratio or the payment of any other consideration or other modification or amendment to such filed or served materials that expands or increases such Party’s obligations set forth in any such filed or served materials or under this Agreement. Each of PCS and Agrium shall oppose any proposal from any Person party that the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, a Party is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, the other Parties.

Court Proceedings. Each of PCS In connection with all Court proceedings relating to obtaining the Interim Order and Agrium the Final Order, the Company will diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order and the Company will provide the other Party Purchaser and its legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, Arrangement (including by providing providing, on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by the other Party Purchaser for inclusion in such material, prior to ) and the service and filing of that material, and Company will accept the reasonable comments of the other Party Purchaser and its legal counsel with respect to any on such information required to be supplied by the other Party and included in such material and any other matters contained thereinmaterial. Each of PCS and Agrium The Company will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Each In addition, the Company will not object to legal counsel to the Purchaser making such submissions in support of PCS the application for the Interim Order and Agrium the application for the Final Order; provided however, that the Purchaser advises the Company of the nature of any such submissions not less than one (1) Business Day prior to the hearing and the Purchaser has given reasonable consideration to any comments from the Company and its legal counsel with respect thereto. The Company will also provide legal counsel to the other Party Purchaser on a timely basis with copies of any notice and notice, evidence or other documents served on such Party the Company or its legal counsel in respect of the application for the Final Order or any appeal therefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or Final Order. Subject to applicable LawsLaw, neither no Party will file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with the other Party’s prior written consent, such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned; provided however, that nothing herein shall will require PCS or Agrium the Purchaser to agree or consent to any change to the PCS Exchange Ratio, the Agrium Exchange Ratio increased purchase price or the payment of any other consideration or other modification or amendment to such filed or served materials that materially expands or increases such Partythe Purchaser’s obligations set forth in any such filed or served materials or under this Agreement. Each If at any time after the issuance of PCS and Agrium shall oppose any proposal from any Person that the Final Order contain any provision inconsistent and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with this Agreementrespect to the Final Order, it will provide immediate written notice to the Purchaser and will do so only after providing such written notice.

Court Proceedings. Each of PCS (i) In connection with all Court proceedings relating to obtaining the Interim Order and Agrium will the Final Order, the Company shall: (A) diligently pursue (and Purchaser shall reasonably cooperate with the Company in diligently pursuing), the Interim Order and the Final Order; (B) provide the other Party Purchaser and its legal counsel Representatives with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, including by providing and reasonably consider the comments of Purchaser and its Representatives, and ensure that all information relating to Purchaser included in such materials must be in a form and content reasonably satisfactory to Purchaser; (C) provide on a timely basis a description copies of any information required notice of appearance, response to be supplied by petition, evidence or other documents served on the other Party for inclusion in such material, prior to the service and filing of that material, and will accept the reasonable comments of the other Party and Company or its legal counsel with in respect to of the application for the Interim Order or the Final Order or any such information required to be supplied by the other Party and included in such material appeal from them, and any other matters contained therein. Each notice, written or oral, indicating the intention of PCS and Agrium will any person to appeal, or oppose the granting of, the Interim Order or the Final Order; (D) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Each of PCS and Agrium will provide legal counsel to the other Party on a timely basis with copies of any notice and evidence served on such Party or its legal counsel in respect of the application for the Final Order or any appeal therefrom. Subject to applicable Laws, neither Party will ; (E) not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend any materials so filed or served, except as contemplated hereby by this Agreement or with the other PartyPurchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that nothing herein shall require PCS or Agrium Purchaser is not required to agree or consent to any change to increase or variation in the PCS Exchange Ratio, form of the Agrium Exchange Ratio or the payment of any other consideration Consideration or other modification or amendment to such filed or served materials that expands or increases such PartyPurchaser’s obligations obligations, or diminishes or limits Purchaser’s rights, set forth in any such materials or under any such filed or served materials or under materials, this Agreement. Each , the Arrangement, the Plan of PCS and Agrium shall Arrangement or the Voting Agreements (F) subject to this Agreement, oppose any proposal from any Person person that the Final Order contain any provision inconsistent with the Plan of Arrangement or this Agreement, and if at any time after the issuance of the Final Order and prior to the Arrangement Effective Time, the Company is required by the terms of the Final Order or by applicable Law to return to Court with respect to the Final Order, it will do so only after notice to, and in good faith consultation and cooperation with, Purchaser; and (G) not object to legal counsel to Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.

Court Proceedings. Each ‌ Subject to the terms of PCS this Agreement, each of the Parties shall cooperate with and Agrium will provide assist the other Party in seeking the Interim Order and its the Final Order, including by providing, on a timely basis, any information reasonably required to be supplied by such Party in connection therewith. Each Party’s legal counsel will be provided with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by the other Party for inclusion in such material, prior to the service and filing of that material, and will accept the reasonable comments of the other Party and its legal counsel with respect to any such information required to be supplied by the other Party and included in such material and any other matters contained therein. Each of PCS and Agrium will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Each of PCS and Agrium will provide legal counsel to the other Party on a timely basis with copies of any notice and evidence served on such Party or its legal counsel in respect of the application for the Final Order or any appeal therefrom. Subject to applicable LawsLaw, neither Party will shall file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will shall not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.8 or with the prior written consent of the other Party’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that that, nothing herein shall require PCS or Agrium either Party to agree or consent to any change increase in or variation in the form of the consideration payable to Shareholders pursuant to the PCS Exchange RatioArrangement, the Agrium Exchange Ratio or the payment of any other consideration or other modification or amendment to such filed or served materials that expands or increases such Party’s obligations obligations, or diminishes or limits such Party’s rights, set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. Each Party shall also provide to the other Party’s legal counsel on a timely basis, copies of PCS any notice of appearance, evidence or other Court documents served on such Party in respect of the application for the Interim Order or the Final Order or any appeal therefrom and Agrium of any notice, whether written or oral, received by such Party indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. Each Party shall ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, neither Party shall object to the other Party’s legal counsel making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided that such Party is advised of the nature of any submissions with reasonably sufficient time prior to the hearing and agrees with them, acting reasonably, and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. Each Party shall also oppose any proposal from any Person party that the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, either Party is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, the other Party.

Court Proceedings. Each of PCS and Agrium will The Company shall provide the other Party Purchaser Parties and its their legal counsel with a reasonable opportunity to review and comment upon drafts of the Interim Order and the Final Order and all other material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by the other Party Purchaser Parties for inclusion in such material, prior to the service and filing of that material, and will shall accept the reasonable comments of the other Party Purchaser Parties and its their legal counsel with respect to any such information required to be supplied by the other Party Purchaser Parties and included in such material and shall reasonably consider their comments with respect to any other matters contained therein. Each of PCS and Agrium will The Company shall ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Each In addition, the Company shall not object to legal counsel to the Purchaser Parties making such submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of PCS and Agrium will Arrangement. The Company shall also provide legal counsel to the other Party Purchaser Parties on a timely basis with copies of any notice and evidence served on such Party the Company or its legal counsel in respect of the application for the Final Order or any appeal therefrom, and any notice, written or oral, indicating the intention of any person to appeal, or oppose the granting of, the Interim Order or the Final Order. Subject to applicable Laws, neither Party will the Company shall not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will shall not agree to modify or amend materials so filed or served, except as contemplated hereby or with the other Party’s Purchaser Parties’ prior written consent, such consent not to be unreasonably withheld, conditioned withheld or delayed; provided that nothing herein shall require PCS or Agrium the Purchaser Parties to agree or consent to any change to the PCS Exchange Ratio, the Agrium Exchange Ratio increased purchase price or the payment of any other consideration or other modification or amendment to such filed or served materials that expands or increases such Party’s the Purchaser Parties’ obligations set forth in any such filed or served materials or under this Agreement. Each of PCS and Agrium shall oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement.