Common use of Interim Order Clause in Contracts

Interim Order. As soon as reasonably practicable following the execution of this Agreement, but in any event no later than April 13, 2025, Yerbaé shall apply to the Court in a manner acceptable to Safety Shot, acting reasonably, pursuant to the BCBCA and prepare, file and diligently pursue an application to the Court of the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Meeting and for the manner in which such notice is to be provided; (b) that the requisite approval for the Arrangement Resolution shall be (i) not less than 662/3% of the votes cast on the Arrangement Resolution by Yerbaé Shareholders entitled to vote and present in person or by proxy at the Yerbaé Meeting voting together as a single class; (ii) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Meeting, voting in accordance with Part 8 of MI 61-101; and (iii) any other shareholder approvals required by the TSXV; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents of Yerbaé, including quorum requirements and other matters, shall apply in respect of the Yerbaé Meeting; (g) for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth in the Plan of Arrangement; (h) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and (i) for such other matters as Safety Shot may reasonably require, subject to obtaining the prior consent of Yerbaé, such consent not to be unreasonably withheld, conditioned or delayed.

Appears in 5 contracts

Sources: Arrangement Agreement (Safety Shot, Inc.), Arrangement Agreement (Safety Shot, Inc.), Arrangement Agreement (Yerbae Brands Corp.)

Interim Order. As soon as reasonably practicable following after the execution date of this Agreement, but in any event no later than April 13the Company shall apply, 2025, Yerbaé shall apply to the Court in a manner reasonably acceptable to Safety Shot, acting reasonablythe other Parties, pursuant to section 182 of the BCBCA and OBCA and, in cooperation with the other Parties, prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (a) for the class classes of Persons persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Company Meeting and for the manner in which such notice is to be provided; (b) that the requisite required level of approval (the “Required Approval”) for the Arrangement Resolution shall be (i) not less than 662/3% two-thirds of the votes cast on the Arrangement Resolution by Yerbaé Company Shareholders entitled to vote and present in person or represented by proxy at the Yerbaé Meeting voting together as a single class; Company Meeting; and (ii) if required under Applicable Law, a simple majority of the votes cast on the Arrangement Resolution by Yerbaé Company Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Company Meeting, voting excluding for this purpose votes attached to Common Shares held by persons described in accordance with Part 8 items (a) through (d) of section 8.1(2) of MI 61-101; and (iii) any other shareholder approvals required by the TSXV101; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents of Yerbaé, including quorum requirements and other matters, shall apply in respect of the Yerbaé Meeting; (g) for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth in the Plan of Arrangement; (h) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (d) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and (ih) for such other matters as Safety Shot the Company may reasonably require, subject to obtaining the prior consent of Yerbaéthe other Parties, such consent not to be unreasonably withheld, conditioned or delayed.

Appears in 4 contracts

Sources: Arrangement Agreement (JW Asset Management, LLC), Arrangement Agreement (TerrAscend Corp.), Arrangement Agreement

Interim Order. As soon as reasonably practicable following the execution of this Agreement, but and in any event no later than April 13in sufficient time to hold the Silvermex Meeting in accordance with Section 2.3, 2025, Yerbaé Silvermex shall apply to the Court in a manner acceptable to Safety ShotFirst Majestic, acting reasonably, pursuant to the BCBCA Business Corporations Act and prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Silvermex Meeting and for the manner in which such notice is to be provided; (b) that the requisite approval for the Arrangement Resolution shall be (i) not less than 662/3% two-thirds of the votes cast on the Arrangement Resolution by Yerbaé Shareholders entitled to vote and the Silvermex Securityholders (voting together as a single class) present in person or by proxy at the Yerbaé Meeting voting Silvermex Meeting, such that each Silvermex Shareholder is entitled to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together as a single class; (ii) with, if required under Applicable Lawby MI 61-101, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Meeting, voting minority approval in accordance with Part 8 of MI 61-101; and (iii) any other shareholder approvals required by the TSXV101; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions and restrictions of the constating documents articles of YerbaéSilvermex, including quorum requirements and all other matters, shall apply in respect of the Yerbaé Silvermex Meeting; (gd) for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth in the Plan of ArrangementRights; (he) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Silvermex Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to the terms of this Agreement, without the need for additional approval of the Court; (g) that it is First Majestic’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Shares and Replacement Warrants to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (ih) for such other matters as Safety Shot First Majestic may reasonably require, subject to obtaining the prior consent of YerbaéSilvermex, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Appears in 3 contracts

Sources: Arrangement Agreement (Silvermex Resources Inc), Arrangement Agreement (Silvermex Resources Inc), Memorandum of Agreement (First Majestic Silver Corp)

Interim Order. (1) As soon as reasonably practicable following after the execution date of this Agreement, but in any event no later than April 13on or before June 30, 20252020, Yerbaé Phivida shall apply to the Court in a manner reasonably acceptable to Safety Shot, acting reasonably, Choom pursuant to Section 291 of the BCBCA and and, in cooperation with Choom, prepare, file and diligently pursue an application to the Court of a motion for the Interim Order, which shall must provide, among other things: (a) for the class persons and classes of Persons persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Phivida Meeting and for the manner in which such notice is to be provided; (b) for confirmation of the record date for the Phivida Meeting referred to in Section 2.3(1)(e); (c) that the requisite required level of approval (the “Required Approval”) for the Arrangement Resolution shall be be: (i) not less than 662/3% of the votes cast on the Arrangement Resolution by Yerbaé Phivida Shareholders entitled to vote and present in person or by proxy at the Yerbaé Meeting voting together as a single class; Phivida Meeting; (ii) if any minority approval required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Meeting, voting in accordance with Part 8 of MI 61-101; 101, if applicable; and (iii) any other shareholder approvals required by the TSXV; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the ArrangementCSE; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions and restrictions of the constating documents of YerbaéPhivida’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Yerbaé Phivida Meeting; (ge) for the grant of the Dissent Rights only to those Phivida Shareholders who are registered holders of Yerbaé Shares Phivida Shareholders as set forth contemplated in the Plan of Arrangement; (hf) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and; (g) that Phivida Meeting may be adjourned or postponed from time to time by Phivida in accordance with the terms of this Agreement without the need for additional approval of the Court; (h) that the Phivida Meeting may be held in-person or be an entirely virtual meeting or hybrid meeting whereby Phivida Shareholders may join virtually; (i) that the record date for Phivida Shareholders entitled to notice of and to vote at the Phivida Meeting will not change in respect of any adjournment(s) or postponement(s) of the Phivida Meeting, unless required by Securities Law; (j) for such other matters as Safety Shot either of the Parties may reasonably require, subject to obtaining the prior consent of Yerbaéthe other Party, such consent not to be unreasonably withheld, conditioned withheld or delayed; and (k) that it is the intention of the Parties to rely, by virtue of the Final Order, upon the Section 3(a)(10) Exemption with respect to the issuance of the Consideration Shares to be issued pursuant to the Arrangement to Phivida Shareholders in the United States, based on the Court’s approval of the Arrangement.

Appears in 3 contracts

Sources: Arrangement Agreement, Arrangement Agreement, Arrangement Agreement

Interim Order. (1) As soon as reasonably practicable following after the execution date of this Agreement, but in any event no later than April 13at a time so as to permit the Company Meeting to be held on or before the date specified in Section 2.3(a), 2025and the Purchaser Meeting to be held on or before the date specified in Section 2.5(1), Yerbaé the Company shall apply to the Court in a manner reasonably acceptable to Safety Shot, acting reasonably, the Purchaser pursuant to Section 291(b) of the BCBCA and and, in cooperation with the Purchaser, prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall must provide, among other things: (a) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Company Meeting and for the manner in which such notice is to be provided; (b) that the requisite required level of approval (the “Required Company Shareholder Approval”) for the Arrangement Resolution shall be not less than (i) not less than 662/366 2/3% of the votes cast on the Arrangement Resolution by Yerbaé Shareholders entitled to vote and holders of Company Subordinate Voting Shares present in person or represented by proxy and entitled to vote at the Yerbaé Meeting Company Meeting, voting together separately as a single class; class; (ii) 66 2/3% of the votes cast on the Arrangement Resolution by holders of Company Proportionate Voting Shares present in person or represented by proxy and entitled to vote at the Company Meeting, voting separately as a class; (iii) 66 2/3% of the votes cast on the Arrangement Resolution by holders of Company Multiple Voting Shares present in person or represented by proxy and entitled to vote at the Company Meeting, voting separately as a class; and (iv) if required under Applicable by applicable Law, a simple majority of the votes cast on the Arrangement Resolution excluding the votes for Company Shares held by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote “related parties” and present in person or represented by proxy at the Yerbaé Meeting, voting in accordance with Part 8 of “interested parties” as defined under MI 61-101; and (iii) any other shareholder approvals required by the TSXV101; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions and restrictions of the constating documents Company’s Constating Documents relating to the holding of Yerbaéa meeting of Company Shareholders, including quorum requirements and all other matters, shall shall, unless varied by the Interim Order, apply in respect of the Yerbaé Company Meeting; (gd) for the grant of the Dissent Rights to those Company Shareholders who are registered holders of Yerbaé Shares as set forth in the Plan of ArrangementCompany Shareholders; (he) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (g) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (h) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by Securities Laws; and (i) for such other matters as Safety Shot the Purchaser may reasonably require, subject to obtaining the prior consent of Yerbaéthe Company, such consent not to be unreasonably withheld, conditioned withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Arrangement Issued Securities to be issued pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to holders of Company Securities to whom will be issued Arrangement Issued Securities pursuant to the Arrangement (such Company Securities, the “Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Appears in 3 contracts

Sources: Arrangement Agreement (Canopy Growth Corp), Arrangement Agreement (Canopy Growth Corp), Arrangement Agreement (Acreage Holdings, Inc.)

Interim Order. As soon as reasonably practicable following the execution of this Agreement, but and in any event no later than April 13in sufficient time to hold the SilverCrest Meeting in accordance with Section 2.3, 2025, Yerbaé SilverCrest shall apply to the Court in a manner acceptable to Safety ShotFirst Majestic, acting reasonably, pursuant to the BCBCA Business Corporations Act and prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé SilverCrest Meeting and for the manner in which such notice is to be provided; (b) that the requisite approval for the Arrangement Resolution shall be (i) not less than 662/3% two-thirds of the votes cast on the Arrangement Resolution by Yerbaé the SilverCrest Shareholders entitled to vote and present in person or by proxy at the Yerbaé Meeting voting together as a single class; (ii) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé MeetingSilverCrest Meeting such that each SilverCrest Shareholder is entitled to one vote for each SilverCrest Share held, voting together with, if required by MI 61-101, minority approval in accordance with Part 8 of MI 61-101; and 101 (iii) any other shareholder approvals required by the TSXV“SilverCrest Shareholder Approval”); (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions and restrictions of the constating documents articles of YerbaéSilverCrest, including quorum requirements and all other matters, shall apply in respect of the Yerbaé SilverCrest Meeting; (gd) for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth in the Plan of ArrangementRights; (he) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the SilverCrest Meeting may be adjourned or postponed from time to time by the SilverCrest Board, subject to the terms of this Agreement, without the need for additional approval of the Court; (g) that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Consideration Shares, SpinCo Shares and Replacement Options to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (ih) for such other matters as Safety Shot First Majestic may reasonably require, subject to obtaining the prior consent of YerbaéSilverCrest, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Appears in 2 contracts

Sources: Arrangement Agreement (Silvercrest Mines Inc), Arrangement Agreement (First Majestic Silver Corp)

Interim Order. As soon as reasonably practicable following the execution of this Agreement, but in any event no later than April 13, 2025, Yerbaé shall the Company will apply to the Court in a manner acceptable to Safety Shot, acting reasonably, pursuant to Section 291 of the BCBCA and prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall will provide, among other things: (a) for the class calling and holding of the Meeting for the purpose, among other things, of considering the Arrangement Resolution; (b) for the classes of Persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Meeting and for the manner in which such notice is to be provided; (bc) that the requisite approval for the Arrangement Resolution shall be will be: (i) not less than 662/3662⁄3% of the votes cast on by the Arrangement Resolution by Yerbaé Shareholders entitled to vote holders of exchangeable shares and present in person or by proxy at the Yerbaé Meeting holders of class B shares, voting together as a single class; (ii) if required under Applicable Lawtogether, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Meeting; (ii) not less than 662⁄3% of the votes cast by the holders of exchangeable shares, voting separately as a class, present in accordance with Part 8 of MI 61-101; person or represented by proxy at the Meeting and (iii) any other shareholder approvals required not less than 662⁄3% of the votes cast at the Meeting by the TSXVholders of class B shares, voting separately as a class; (cd) that, in all other respects, the terms, conditions and restrictions of the Company’s articles, including quorum requirements for the holders of exchangeable shares and class B shares, and all other matters, shall apply in respect of the Meeting; (e) for the grant of Dissent Rights as provided in Article 4 of the Plan of Arrangement; (f) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (g) for the confirmation of the record date for the Meeting; (h) that it is the intention of Safety Shot the New Corporation to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, New Exchangeable Shares in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (di) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement Company without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents of Yerbaé, including quorum requirements and other matters, shall apply in respect of the Yerbaé Meeting; (g) for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth in the Plan of Arrangement; (h) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and (ij) for such other matters as Safety Shot the Parties may reasonably require, subject to obtaining approval by the prior consent of Yerbaé, such consent not to be unreasonably withheld, conditioned or delayedCourt.

Appears in 2 contracts

Sources: Arrangement Agreement (Brookfield Infrastructure Corp), Arrangement Agreement (Brookfield Renewable Corp)

Interim Order. As soon as reasonably practicable following the execution of this Agreement, but (a) The application referred to in any event no later than April 13, 2025, Yerbaé Sections 2.4(a) and 2.5(a) shall apply to the Court in a manner acceptable to Safety Shot, acting reasonably, pursuant to the BCBCA and prepare, file and diligently pursue an application to the Court of request that the Interim Order, which shall Order provide, among other things: (ai) for the class of Persons to whom notice is to be provided in respect of the Arrangement Arrangement, the PCS Meeting and the Yerbaé Agrium Meeting and for the manner in which such notice is to be provided; (bii) that that: (A) the requisite approval for the PCS Arrangement Resolution to be placed before the PCS Meeting shall be two-thirds (i66-2/3%) not less than 662/3% of the votes cast on the PCS Arrangement Resolution by Yerbaé PCS Shareholders entitled to vote and present in person or by proxy at the Yerbaé PCS Meeting voting together as a single class; (iisuch that each PCS Shareholder is entitled to one vote for each PCS Share held) and, if required under Applicable LawCanadian Securities Laws, by a majority of the votes cast on the PCS Arrangement Resolution by Yerbaé PCS Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Meeting, voting in accordance with Part 8 PCS Meeting after excluding the votes of those Persons whose votes are required to be excluded under MI 61-101; 101; (B) that, in all other respects, the terms, restrictions and conditions of the constating documents of PCS, including quorum requirements and all other matters, shall apply in respect of the PCS Meeting; (iii) any other shareholder approvals that: (A) the requisite approval for the Agrium Arrangement Resolution to be placed before the Agrium Meeting shall be two-thirds (66-2/3%) of the votes cast on the Agrium Arrangement Resolution by Agrium Securityholders (voting as a single class) present in person or by proxy at the Agrium Meeting (such that each Agrium Securityholder is entitled to one vote for each Agrium Share held and one vote for each Agrium Share underlying an Agrium Voting Option held) and, if required under Canadian Securities Laws, by a majority of the TSXVvotes cast on the Agrium Arrangement Resolution by Agrium Shareholders present in person or by proxy at the Agrium Meeting after excluding the votes of those Persons whose votes are required to be excluded under MI 61-101; (cB) that it is that, in all other respects, the intention of Safety Shot to rely upon Section 3(a)(10) terms, restrictions and conditions of the U.S. Securities Act constating documents of Agrium, including quorum requirements and all other matters, shall apply in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval respect of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the ArrangementAgrium Meeting; (div) that the Yerbaé PCS Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to in accordance with the terms of this Agreement without the need for additional approval of the Court; (ev) that the record date Agrium Meeting may be adjourned or postponed from time to time in accordance with the terms of this Agreement without the need for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements additional approval of the Yerbaé MeetingCourt; (f) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents of Yerbaé, including quorum requirements and other matters, shall apply in respect of the Yerbaé Meeting; (gvi) for the grant of the Dissent Rights to the registered holders of Yerbaé Shares PCS Shareholders and the registered Agrium Shareholders as set forth in the Plan of Arrangement; (hvii) for the notice requirements with respect to the presentation of the joint application to the Court for the Final Order; (viii) confirmation of the record date for the purposes of determining the PCS Shareholders entitled to receive material and vote at the PCS Meeting in accordance with the Interim Order; (ix) confirmation of the record date (which shall be the same day as the record date referred to in Section 2.6(a)(viii)) for the purposes of determining the Agrium Securityholders entitled to receive material and vote at the Agrium Meeting in accordance with the Interim Order; (x) that the record date for PCS Shareholders entitled to notice of and to vote at the PCS Meeting will not change in respect of any adjournment(s) or postponement(s) of the PCS Meeting; (xi) that the record date for Agrium Securityholders entitled to notice of and to vote at the Agrium Meeting will not change in respect of any adjournment(s) or postponement(s) of the Agrium Meeting; and (ixii) for such other matters as Safety Shot the Parties may reasonably requireagree in writing, subject each acting reasonably. (b) In the application referred to obtaining in Sections 2.4(a) and 2.5(a), PCS and Agrium shall inform the prior consent Court that the Parties intend to rely on the Section 3(a)(10) Exemption for the issuance of Yerbaéthe New Parent Shares pursuant to the Arrangement and that, in connection therewith, the Court will be required to approve the substantive and procedural fairness of the terms and conditions of the Arrangement to each Person to whom New Parent Shares will be issued. Each Person to whom New Parent Shares will be issued on completion of the Arrangement will be given adequate notice advising them of their right to attend and appear before the Court at the hearing of the Court for the Final Order and providing them with adequate information to enable such consent not Person to be unreasonably withheld, conditioned or delayedexercise such right.

Appears in 2 contracts

Sources: Arrangement Agreement (Potash Corp of Saskatchewan Inc), Arrangement Agreement (Agrium Inc)

Interim Order. (a) As soon as reasonably practicable following the execution of this Agreement, but Agreement and in any event no later than April 13the date that is four weeks after the date of this Agreement, 2025unless otherwise mutually agreed by the Parties, Yerbaé Azarga shall apply to the Court in a manner acceptable to Safety ShotenCore, acting reasonably, pursuant to section 291 of the BCBCA and Act and, with the assistance of enCore, prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (ai) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Azarga Meeting and for the manner in which such notice is to be provided; (bii) for the confirming of the record date for the determining those Azarga Shareholders entitled to notice of and to vote at the Azarga Meeting, and that such record date will not change in respect of any adjournment(s) or postponement(s) of the Azarga Meeting; (iii) that the requisite approval for the Arrangement Resolution shall be (i) not less than 662/366 2/3% of the votes cast on the Arrangement Resolution by Yerbaé the Azarga Shareholders entitled to vote and present in person or by proxy at the Yerbaé Azarga Meeting voting together as a single class; (ii) and, if required under Applicable Lawrequired, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé MeetingMI 61-101, voting minority approval in accordance with Part 8 of MI 61-101; 101 and, if and (iii) any other shareholder approvals to the extent required by the TSXVCourt, such other approval of Azarga Securityholders as may be required (the “Azarga Shareholder Approval”); (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (fiv) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents articles and notice of Yerbaéarticles of Azarga, including the quorum requirements requirement and other matters, shall apply in respect of the Yerbaé Azarga Meeting; (gv) for the grant of the Dissent Rights to those Azarga Shareholders who are registered holders of Yerbaé Shares Azarga Shareholders as set forth contemplated in the Plan of Arrangement; (hvi) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (vii) that the Azarga Meeting may be adjourned or postponed from time to time by ▇▇▇▇▇▇ subject to the terms of this Agreement or as otherwise agreed by the Parties without the need for additional approval of the Court; (viii) that the Parties intend to rely upon Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Consideration Shares to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; (ix) that each Azarga Shareholder and any other affected person shall have the right to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response by the time stipulated in the Interim Order; and (ix) for such other matters as Safety Shot Azarga or enCore may reasonably require, subject to obtaining the prior consent of Yerbaéthe other, such consent not to be unreasonably withheld, conditioned or delayed.

Appears in 2 contracts

Sources: Arrangement Agreement (Encore Energy Corp.), Arrangement Agreement (Encore Energy Corp.)

Interim Order. (1) As soon as reasonably practicable following after the execution of this Agreement, date hereof but in any event no later less than April 13seven Business Days after the date hereof and in sufficient time to permit the GameSquare Meeting to be convened in accordance with Section 2.3(1), 2025GameSquare covenants that it will, Yerbaé shall apply to the Court in a manner acceptable to Safety ShotEngine Gaming, acting reasonably, pursuant to in accordance with the BCBCA and provisions of the OBCA, prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé GameSquare Meeting and for the manner in which such notice is to be provided; (b) that the requisite approval for the Arrangement Resolution shall be (i) not less than 662/3% of the votes cast on the Arrangement Resolution that, except as required by Yerbaé Shareholders entitled to vote and present in person or by proxy at the Yerbaé Meeting voting together as a single class; (ii) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Meeting, voting in accordance with Part 8 of MI 61-101; and (iii) any other shareholder approvals required by the TSXV; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé GameSquare Shareholders entitled to receive notice of and to vote at the Yerbaé GameSquare Meeting will need not change in respect of any adjournment(s) or postponements postponement(s) of the Yerbaé MeetingGameSquare Meeting or any other change, unless required by Law; (fc) that, in all other respects, other than as ordered by that the Court, requisite approval for the terms, conditions and restrictions GameSquare Arrangement Resolution shall be (A) 66 2/3% of the constating documents of Yerbaé, including quorum requirements votes cast on the GameSquare Arrangement Resolution by GameSquare Shareholders present in Person or represented by proxy and other matters, shall apply in respect entitled to vote at the GameSquare Meeting and (B) a majority of the Yerbaé votes cast on the GameSquare Arrangement Resolution by GameSquare Shareholders present in Person or represented by proxy and entitled to vote at the GameSquare Meeting, excluding votes attached to the GameSquare Shares that are required to be excluded pursuant to MI 61-101; (gd) for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth in the Plan of Arrangement; (he) for the notice requirements with respect to the presentation of the application to the Court for the Final Order, including a requirement that any respondent provide notice to Engine Gaming; (f) that the GameSquare Meeting may be adjourned or postponed from time to time by the GameSquare Board, subject to the terms of this Agreement, without the need for additional approval of the Court and without the necessity of first convening the GameSquare Meeting or first obtaining any vote of the GameSquare Shareholders respecting the adjournment or postponement, and notice of any such adjournment or postponement shall be given by such method as the GameSquare Board may determine is appropriate in the circumstances; (g) that the GameSquare Meeting may be held in-person or be a virtual meeting or hybrid meeting whereby GameSquare Shareholders may join virtually; (h) that in all other respects, the terms, conditions and restrictions of GameSquare’s constating documents, including quorum requirements and other matters shall apply with respect to the GameSquare Meeting; and (i) for such other matters as Safety Shot GameSquare or Engine Gaming may reasonably require, subject to obtaining the prior consent of Yerbaé, the other Party (such consent not to be unreasonably withheld, conditioned withheld or delayed). (2) In seeking the Interim Order, GameSquare shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Consideration Shares, Replacement Warrants, Replacement Options and Replacement RSUs to be issued pursuant to the Arrangement based upon and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is substantively and procedurally fair and reasonable to GameSquare Securityholders, as applicable, to whom such securities will be issued by Engine Gaming pursuant to the Arrangement, following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Appears in 2 contracts

Sources: Arrangement Agreement (Engine Gaming & Media, Inc.), Arrangement Agreement (GameSquare Esports Inc)

Interim Order. As soon as reasonably practicable following the execution of this Agreement, but The application referred to in any event no later than April 13, 2025, Yerbaé Section 2.3(a) shall apply to the Court in a manner acceptable to Safety Shot, acting reasonably, pursuant to the BCBCA and prepare, file and diligently pursue an application to the Court of request that the Interim Order, which shall Order provide, among other things: (a) for the class classes of Persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé KML Shareholders’ Meeting and for the manner in which such notice is to be provided; (b) that the requisite approval for the Arrangement Resolution to be placed before the KML Shareholders shall be (i) not less than 662/366 2/3% of the votes cast on the Arrangement Resolution by Yerbaé KML Shareholders entitled to vote and present in person or by proxy at the Yerbaé KML Shareholders’ Meeting voting (such that each KML Shareholder is entitled to one vote for each KML Voting Share held and all KML Shareholders shall vote together as a single class; class), and (ii) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose holders of such vote) entitled to vote and KML Restricted Voting Shares present in person or represented by proxy at the Yerbaé Meeting, voting in accordance with Part 8 KML Shareholders’ Meeting after excluding the votes of those Persons whose votes are required to be excluded under MI 61-101; and (iii) any other shareholder approvals required by the TSXV101; (c) that it is that, in all other material respects, the intention of Safety Shot to rely upon Section 3(a)(10) terms, restrictions and conditions of the U.S. Securities Act constating documents of KML, including quorum requirements and all other matters, shall apply in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval respect of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the ArrangementKML Shareholders’ Meeting; (d) for the grant of the Dissent Rights as set forth in the Plan of Arrangement; (e) that the Yerbaé KML Shareholders’ Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to KML in accordance with the terms of this Agreement without the need for additional approval of the Court; (ef) that the record date for Yerbaé KML Shareholders entitled to notice of and to vote at the Yerbaé KML Shareholders’ Meeting will not change in respect of any adjournment(s) or postponements postponement(s) of the Yerbaé Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents of Yerbaé, including quorum requirements and other matters, shall apply in respect of the Yerbaé KML Shareholders’ Meeting; (g) for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth in the Plan of Arrangement; (h) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (h) in the application referred to in Section 2.3(a), KML shall inform the Court that the Parties intend to rely on the exemption provided by Section 3(a)(10) of the U.S. Securities Act for the issuance of the Pembina Common Shares pursuant to the Arrangement and that, in connection therewith, the Court will be required to approve the substantive and procedural fairness of the terms and conditions of the Arrangement to each Person to whom Pembina Common Shares will be issued. Each Person to whom Pembina Common Shares will be issued on completion of the Arrangement will be given adequate notice advising them of their right to attend and appear before the Court at the hearing of the Court for the Final Order and providing them with adequate information to enable such Person to exercise such right; and (i) for such other matters as Safety Shot the Parties may reasonably requireagree in writing, subject to obtaining the prior consent of Yerbaé, such consent not to be unreasonably withheld, conditioned or delayedeach acting reasonably.

Appears in 2 contracts

Sources: Arrangement Agreement (Pembina Pipeline Corp), Arrangement Agreement (Kinder Morgan Canada LTD)

Interim Order. As soon as reasonably practicable following The application referred to in Section 2.3(a)(i) shall, unless LVL and the execution of this AgreementLVL Subsidiaries agree otherwise, but in any event no later than April 13, 2025, Yerbaé shall apply to the Court in include a manner acceptable to Safety Shot, acting reasonably, pursuant to the BCBCA and prepare, file and diligently pursue an application to the Court of request that the Interim Order, which shall Order provide, among other things: (a) that the securities of LVL for the class of Persons which holders shall be entitled to whom notice is to be provided in respect of vote on the Arrangement and Resolution at the Yerbaé Meeting and for shall be the manner in which such notice is to be providedLVL Common Shares; (b) that the requisite approval for a record date, for the Arrangement Resolution shall be (i) not less than 662/3% purposes of determining the votes cast on the Arrangement Resolution by Yerbaé LVL Shareholders entitled to receive notice of and vote and present in person or by proxy at the Yerbaé Meeting voting together as a single class; (ii) if required under Applicable LawMeeting, a majority of not later than the date of issue of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Meeting, voting in accordance with Part 8 of MI 61-101; and (iii) any other shareholder approvals required by the TSXVInitial Order; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement LVL without the need for additional approval of by the Court; (ed) that that, except as required by Law or subsequently ordered by the Court, the record date date, for Yerbaé the LVL Shareholders entitled to receive notice of and to vote at the Yerbaé Meeting will not change in respect of or as a consequence of any adjournment(s) adjournment or postponements postponement of the Yerbaé Meeting; (e) the LVL Shareholders shall be entitled to vote on the Arrangement Resolution, with each LVL Shareholder being entitled to one vote for each LVL Common Share held by such holder, such vote to be conducted by ballot; (f) that, the requisite majority for the approval of the Arrangement Resolution shall be two-thirds of the votes cast by the LVL Shareholders present in person or by proxy at the Meeting; (g) that in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the LVL’s constating documents of Yerbaédocuments, including quorum requirements with respect to meeting of LVL Shareholders and other matters, shall apply in with respect of to the Yerbaé Meeting; (gh) for the grant of the Dissent Rights to the LVL Shareholders who are registered holders of Yerbaé Shares LVL Common Shares, as set forth in the Plan of Arrangement;; and (hi) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and (i) for such other matters as Safety Shot may reasonably require, subject to obtaining the prior consent of Yerbaé, such consent not to be unreasonably withheld, conditioned or delayed.

Appears in 2 contracts

Sources: Arrangement Agreement, Arrangement Agreement

Interim Order. As soon as reasonably practicable following after the execution date of this Agreement, but in any event no later than April 13, 2025, Yerbaé EMV shall apply to the Court in a manner and on terms acceptable to Safety ShotXos, acting reasonably, pursuant to Part 9, Division 5 of the BCBCA and prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (a) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Meeting EMV Meeting, and for the manner in which such notice is to be provided; (b) confirmation of the record date for the purposes of determining the EMV Shareholders entitled to receive of notice of and to vote at the EMV Meeting; (c) that the requisite required level of approval for the EMV Arrangement Resolution shall be (i) not less than 662/366 2⁄3% of the votes cast on the EMV Arrangement Resolution by Yerbaé EMV Shareholders entitled to vote and present in person or by proxy at the Yerbaé Meeting voting together as a single class; (ii) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé EMV Meeting, voting in accordance with Part 8 of MI 61-101; and (iii) any other shareholder approvals required by the TSXV; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangementtogether as a single class; (d) that in all other respects, the Yerbaé terms, restrictions and conditions of EMV’s Constating Documents shall apply in respect of the EMV Meeting; (e) for the grant of the Dissent Rights to those EMV Shareholders who are registered EMV Shareholders as set out in the Plan of Arrangement; (f) that the deadline for the submission of proxies by EMV Shareholders for the EMV Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Vancouver, British Columbia) prior to the EMV Meeting, subject to waiver by EMV in accordance with the terms of this Agreement; (g) that the EMV Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to EMV, in accordance with the terms of this Agreement or as otherwise agreed by the Parties without the need for additional approval of the CourtCourt and without the necessity of first convening the meeting or first obtaining any vote of the EMV Shareholders respecting an adjournment or postponement; (eh) that the record date for Yerbaé EMV Shareholders entitled to notice of of, and for EMV Shareholders entitled to vote at at, the Yerbaé EMV Meeting will not change in respect of any adjournment(s) adjournment or postponements postponement of the Yerbaé EMV Meeting; (fi) that, in all other respects, other than as ordered by for the Court, notice requirements with respect to the terms, conditions and restrictions presentation of the constating documents of Yerbaé, including quorum requirements and other matters, shall apply in respect of application to the Yerbaé MeetingCourt for the Final Order; (gj) for that it is the grant Parties’ intention to rely upon the exemption from registration provided by Section 3(a)(10) of the Dissent Rights U.S. Securities Act with respect to registered holders the issuance of Yerbaé the Consideration Shares as set forth in to be issued pursuant to the Plan Arrangement, subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to persons who are entitled to receive Consideration Shares pursuant to the Arrangement and based on the Court’s approval of the Arrangement; (hk) that each EMV Securityholder entitled to receive the Consideration pursuant to the Arrangement will have the right to appear before the Court so long as they enter a timely appearance and in accordance with the procedures set out in the Interim Order; (l) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and (im) for such other matters as Safety Shot EMV or Xos may reasonably require, subject to obtaining the prior consent of YerbaéXos or EMV (as applicable), such consent not to be unreasonably withheld, conditioned withheld or delayed.

Appears in 2 contracts

Sources: Arrangement Agreement (Electrameccanica Vehicles Corp.), Arrangement Agreement (Xos, Inc.)

Interim Order. As soon as reasonably practicable following the execution of this Agreement, but in any event no later than April 13, 2025, Yerbaé shall the Corporation will apply to the Court in a manner acceptable to Safety Shot, acting reasonably, pursuant to Section 182 of the BCBCA OBCA and prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall will provide, among other things: (a) for the calling and holding of the Meeting for the purpose, among other things, of considering the Arrangement Resolution, the Corporation Escrowed Stock Plan Share Reserve Increase Resolution, the Manager MSOP Resolution and the Manager Escrowed Stock Plan Resolution; (b) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Meeting and for the manner in which such notice is to be provided; (bc) that the requisite approval for the Arrangement Resolution shall be will be: (i) not less than 662/3662⁄3% of the votes cast on by the Arrangement Resolution by Yerbaé Shareholders entitled to vote holders of Corporation Class A Shares and present in person or by proxy at the Yerbaé Meeting holders of Corporation Affected Preference Shares, voting together as a single class; (ii) if required under Applicable Lawtogether, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Meeting, voting ; (ii) not less than 662⁄3% of the votes cast by the holders of Corporation Class B Shares present in accordance with Part 8 of MI 61-101; person or represented by proxy at the Meeting; and (iii) any other shareholder approvals required not less than a majority of the votes cast by the TSXV; (c) holders of Corporation Class A Shares present in person or represented by proxy at the Meeting, other than votes cast in respect of Corporation Class A Shares that it are beneficially owned by any Interested Corporation Class A Shareholders or over which control or direction is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangementexercised by any Interested Corporation Class A Shareholder; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents of YerbaéCorporation’s articles and by-laws, including quorum requirements for the Corporation Shareholders, and all other matters, shall apply in respect of the Yerbaé Meeting; (g) for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth in the Plan of Arrangement; (he) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) for the confirmation of the record date for the Meeting; (g) that the Meeting may be adjourned or postponed from time to time by the Corporation without the need for additional approval of the Court; and (ih) for such other matters as Safety Shot may reasonably requirein seeking the Interim Order, subject the Corporation shall advise the Court that it is the Corporation’s intention to obtaining rely upon the prior consent exemption from registration provided by Section 3(a)(10) of Yerbaé, such consent not the U.S. Securities Act with respect to be unreasonably withheld, conditioned or delayedthe issuance of the securities of the Manager and the Corporation based on the Court’s approval of the Arrangement.

Appears in 2 contracts

Sources: Arrangement Agreement (Brookfield Asset Management Ltd.), Arrangement Agreement (Brookfield Asset Management Inc.)

Interim Order. As soon as reasonably practicable following the execution of this Agreement, but in any event no later than April 13February 22, 20252019, Yerbaé Goldcorp shall apply to the Court in a manner acceptable to Safety ShotNewmont, acting reasonably, pursuant to Section 182 of the BCBCA OBCA and prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Goldcorp Meeting and for the manner in which such notice is to be provided; (b) for the confirmation of the record date for the Goldcorp Meeting; (c) that the requisite approval for the Arrangement Resolution shall be (i) not less than 662/3% of the votes cast on the Arrangement Resolution by Yerbaé Goldcorp Shareholders entitled to vote and present in person or by proxy at the Yerbaé Meeting voting together as a single class; (ii) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Meeting, Goldcorp Meeting voting in accordance with Part 8 of MI 61-101; and (iii) any other shareholder approvals required by the TSXV; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangementtogether as a single class; (d) that the Yerbaé Goldcorp Meeting may be adjourned or postponed from time to time by the Yerbaé Goldcorp Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Goldcorp Securityholders entitled to notice of, and for Goldcorp Shareholders entitled to notice of and to vote at at, the Yerbaé Goldcorp Meeting will not change in respect of any adjournment(s) or postponements postponement(s) of the Yerbaé Goldcorp Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents of YerbaéGoldcorp, including quorum requirements and other matters, shall apply in respect of the Yerbaé Goldcorp Meeting; (g) for the grant of the Dissent Rights to registered holders of Yerbaé Goldcorp Shares as set forth in the Plan of Arrangement; (h) that each Goldcorp Shareholder entitled to receive the Consideration and each holder of Goldcorp RSUs entitled to receive Replacement RSUs pursuant to the Arrangement will have the right to appear before the Court so long as they enter an appearance within a reasonable time and in accordance with the procedures set out in the Interim Order; (i) that it is the Parties’ intention to rely upon the exemption from the registration requirements under the U.S. Securities Act provided under Section 3(a)(10) thereof with respect to the issuance of Newmont Shares to Goldcorp Shareholders and Replacement RSUs issued to holders of Goldcorp RSUs, as the case may be, pursuant to the Arrangement, subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to Goldcorp Shareholders and holders of Goldcorp RSUs, as the case may be, and based on the Court’s approval of the Arrangement; (j) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and; (ik) for such other matters as Safety Shot Goldcorp or Newmont may reasonably require, subject to obtaining the prior consent of Yerbaéthe other Party, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Appears in 2 contracts

Sources: Arrangement Agreement (Goldcorp Inc), Arrangement Agreement (Newmont Mining Corp /De/)

Interim Order. As soon as reasonably practicable following the execution of this Agreement, but and in any event no later than April 13in sufficient time to hold the Avion Meeting in accordance with Section 2.3, 2025, Yerbaé Avion shall apply to the Court in a manner acceptable to Safety ShotEndeavour, acting reasonably, pursuant to Section 182 of the BCBCA OBCA and prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Avion Meeting and for the manner in which such notice is to be provided; (b) for confirmation of the record date for the Avion Meeting referred to in Subsection 2.3(a); (c) that the requisite approval for the Arrangement Resolution shall be be: (i) not less than 662/3% two-thirds of the votes cast on the Arrangement Resolution by Yerbaé the Avion Shareholders entitled to vote and present in person or by proxy at the Yerbaé Avion Meeting and voting together as a single class; class (the “Avion Shareholder Approval”); (ii) if required under Applicable Law, a majority two-thirds of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and Avion Securityholders present in person or represented by proxy at the Yerbaé MeetingAvion Meeting and voting as a single class (the “Avion Combined Securityholder Approval”), voting with each Avion Option entitling the holder thereof to one vote at the Avion Meeting for each Avion Option held by each such holder; and (iii) if required under applicable Law, a majority of the votes attached to the Avion Shares held by Avion Shareholders present in accordance with Part 8 person or by proxy at the Avion Meeting excluding votes attached to Avion Shares held by Endeavour and any other person described in items (a) through (d) of section 8.1(2) of MI 61-101; and 101 (iii) any other shareholder approvals required by the TSXV; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) “Majority of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the ArrangementMinority Approval”); (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f) that, in all other respects, other than as ordered by respects and subject to the Courtterms of the Interim Order, the terms, conditions and restrictions of the Avion constating documents of Yerbaédocuments, including quorum requirements and other matters, shall apply in respect of the Yerbaé Avion Meeting; (ge) for the grant of the Dissent Rights to the Avion Shareholders who are registered holders of Yerbaé Shares as set forth in the Plan of ArrangementAvion Shareholders; (hf) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (g) that the Avion Meeting may be adjourned or postponed from time to time by the Avion Board subject to the terms of this Agreement without the need for additional approval of the Court; and (ih) for such other matters as Safety Shot may reasonably requirethat it is the Parties intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Consideration Shares, subject to obtaining the prior consent of Yerbaé, such consent not Adjusted Options and New Avion Shares to be unreasonably withheldissued pursuant to the Arrangement, conditioned or delayedbased on the Court’s approval of the Arrangement.

Appears in 2 contracts

Sources: Arrangement Agreement, Arrangement Agreement

Interim Order. As soon as reasonably practicable following the execution The notice of this Agreement, but in any event no later than April 13, 2025, Yerbaé shall apply to the Court in a manner acceptable to Safety Shot, acting reasonably, pursuant to the BCBCA and prepare, file and diligently pursue an application to the Court of motion for the Interim Order, which Order shall request that the Interim Order provide, among other things: (a) for confirmation of the record date for the Vasogen Meeting; (b) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Vasogen Meeting and for the manner in which such notice is to be provided; (bc) that that, subject to the approval of the Court, the requisite approval for the Arrangement Vasogen Resolution shall be (i) not less than 662/3% two-thirds of the votes cast on with respect to the Arrangement Vasogen Resolution by Yerbaé Vasogen Shareholders entitled to vote and present in person or by proxy at the Yerbaé Meeting voting together as a single class; (ii) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Meeting, voting in accordance with Part 8 of MI 61-101; and Vasogen Meeting (iii) any other shareholder approvals required by the TSXV; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement“Required Vote”); (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions and restrictions of the constating documents by-laws and articles of YerbaéVasogen, including quorum requirements and all other matters, shall apply in respect of the Yerbaé Vasogen Meeting; (ge) for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth contemplated in the Plan of Arrangement; (hf) for the notice requirements with respect to the presentation of the application to the Court for the a Final Order; (g) that the Vasogen Meeting may be adjourned or postponed from time to time by Vasogen in accordance with this Agreement without the need for additional approval of the Court; (h) that the record date for Vasogen Shareholders entitled to vote at the Vasogen Meeting will not change in respect of any adjournments or postponements unless required by applicable Law; and (i) for such other matters as Safety Shot Vasogen or the IPC Companies may reasonably require, require subject to obtaining the prior consent of Yerbaéthe other, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Appears in 2 contracts

Sources: Arrangement Agreement (IntelliPharmaCeutics International Inc.), Arrangement Agreement (Vasogen Inc)

Interim Order. As soon as reasonably practicable following after the execution date of this Agreement, but in any event no later than April 13event, 2025subject to Court availability, Yerbaé on or before September 21, 2020, the Company shall apply to the Court in a manner reasonably acceptable to Safety Shot, acting reasonably, the Buyer pursuant to the BCBCA and ABCA and, in co-operation with the Buyer, prepare, file and diligently pursue an application to the Court of for the Interim Order, Order which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Company Meeting and for the manner in which such notice is to be provided; (b) that the requisite required level of approval for the Arrangement Resolution shall be be: (i) at least (and not less than more than) 662/3% of the votes cast on the Arrangement Resolution by Yerbaé Company Shareholders entitled to vote and present in person or represented by proxy at the Yerbaé Meeting voting together as a single class; Company Meeting; and (ii) if required under Applicable Lawapplicable Laws, a majority of the votes cast on the Arrangement Resolution by Yerbaé Company Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Company Meeting, voting in accordance with Part 8 of MI 61-101; and (iii) 101 or any other shareholder approvals required by the TSXVexemption therefrom; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Company Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of in accordance with this Agreement without the need for additional approval of by the Court; (ed) that the record date for Yerbaé Company Shareholders entitled to notice of and to vote at the Yerbaé Company Meeting will not change in respect as a result of any adjournment(s) or postponements adjournments of the Yerbaé Company Meeting, unless required by applicable Laws; (fe) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions and restrictions of the constating documents of Yerbaéthe Company, including quorum requirements and all other matters, shall apply in respect of the Yerbaé Company Meeting; (gf) for the grant of the Dissent Rights to registered holders of Yerbaé Shares Company Shareholders as set forth in the Plan of Arrangement; (hg) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (h) that it is the Buyer’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Consideration Shares pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (i) for such other matters as Safety Shot the Buyer may reasonably require, subject to obtaining the prior consent of Yerbaéthe Company, such consent not to be unreasonably withheld, conditioned or delayedacting reasonably.

Appears in 2 contracts

Sources: Arrangement Agreement (High Tide Inc.), Arrangement Agreement

Interim Order. As soon as reasonably practicable following the execution of this Agreement, but in any event no later than April 13, 2025, Yerbaé TransGlobe shall apply to the Court in a manner acceptable to Safety ShotVAALCO, acting reasonably, pursuant to Section 193(2) of the BCBCA ABCA and prepare, file and diligently pursue an application to the Court of for the Interim Order. TransGlobe shall use commercially reasonable efforts to schedule the Interim Order hearing with the Court for the twelfth (12th) calendar day immediately following the date of filing of the VAALCO Proxy Statement with the SEC and VAALCO shall provide notice to TransGlobe as to the timing of such filing of the VAALCO Proxy Statement as soon as reasonably practicable, which provided that TransGlobe shall reschedule such hearing if SEC Clearance is not obtained (or not obtainable) by the eleventh (11th) calendar day immediately following the date of filing of the VAALCO Proxy Statement with the SEC, and provided further that in the event such hearing is rescheduled, TransGlobe shall use commercially reasonable efforts to reschedule such hearing to occur as soon as reasonably practicable following the receipt of SEC Clearance and VAALCO shall provide notice to TransGlobe as to the expected timing of such SEC Clearance as soon as reasonably practicable. The Interim Order shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé TransGlobe Meeting and for the manner in which such notice is to be provided; (b) for the confirmation of the record date for the TransGlobe Meeting; (c) that the requisite approval for the Arrangement Resolution shall be be: (i) not less than 662/3% of the votes cast on the Arrangement Resolution by Yerbaé TransGlobe Shareholders entitled to vote and present in person or represented by proxy at the Yerbaé TransGlobe Meeting voting together as a single class; class; and (ii) if required under Applicable LawCanadian Securities Laws, a simple majority of the votes cast on the Arrangement Resolution by Yerbaé TransGlobe Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Meeting, voting TransGlobe Meeting after excluding the votes cast by those persons whose votes are required to be excluded in accordance with Part 8 of MI Multilateral Instrument 61-101; and (iii) any other shareholder approvals required by the TSXV; (c) that it is the intention 101 – Protection of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act Minority Security Holders in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the ArrangementSpecial Transactions; (d) that that, for purposes of the Yerbaé ABCA and consideration of the Arrangement Resolution, the TransGlobe Meeting may be adjourned or postponed from time to time by the Yerbaé TransGlobe Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé TransGlobe Shareholders entitled to notice of of, and for TransGlobe Shareholders entitled to vote at at, the Yerbaé TransGlobe Meeting will not change in respect of any adjournment(s) or postponements postponement(s) of the Yerbaé TransGlobe Meeting, unless required by the Court or applicable Laws; (f) that, subject to the discretion of the Court, the TransGlobe Meeting may be held as a virtual-only or hybrid shareholder meeting and that TransGlobe Shareholders that participate in the TransGlobe Meeting by virtual means will be deemed to be present at the TransGlobe Meeting; (fg) that, if a virtual-only TransGlobe Meeting is held with the approval of the Court, such TransGlobe Meeting will be deemed to be held at the location of TransGlobe’s registered office; (h) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents of YerbaéTransGlobe, including quorum requirements and other matters, shall apply in respect of the Yerbaé TransGlobe Meeting; (gi) for the grant of the Dissent Rights to registered holders of Yerbaé TransGlobe Shares as set forth in the Plan of Arrangement; (hj) that each TransGlobe Shareholder entitled to receive the Consideration pursuant to the Arrangement will have the right to appear before the Court so long as they enter an appearance within a reasonable time and in accordance with the procedures set out in the Interim Order; (k) that it is the Parties’ intention to rely upon the exemption from the registration requirements under the U.S. Securities Act provided under Section 3(a)(10) thereof with respect to the issuance of VAALCO Shares to TransGlobe Shareholders pursuant to the Arrangement, subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to TransGlobe Shareholders, as the case may be, and based on the Court’s approval of the Arrangement; (l) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and; (im) for such other matters as Safety Shot TransGlobe or VAALCO may reasonably require, subject to obtaining the prior consent of Yerbaéthe other Party, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Appears in 2 contracts

Sources: Arrangement Agreement (Transglobe Energy Corp), Arrangement Agreement (Vaalco Energy Inc /De/)

Interim Order. As soon as reasonably practicable following The application referred to in Section 2.2(b) shall, unless the execution of this AgreementCompany and the Purchaser otherwise agree, but in any event no later than April 13, 2025, Yerbaé shall apply to the Court in include a manner acceptable to Safety Shot, acting reasonably, pursuant to the BCBCA and prepare, file and diligently pursue an application to the Court of request that the Interim Order, which shall Order provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Company Meeting and for the manner in which such notice is to be provided; (b) that confirmation of the requisite approval record date for the Arrangement Resolution shall be (i) not less than 662/3% purposes of determining the votes cast on the Arrangement Resolution by Yerbaé Company Shareholders entitled to receive notice of and vote and present in person or by proxy at the Yerbaé Company Meeting voting together as a single class; (ii) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote which date shall be fixed and present in person or represented by proxy at the Yerbaé Meeting, voting in accordance with Part 8 of MI 61-101; and (iii) any other shareholder approvals required published by the TSXVCompany in consultation with the Purchaser); (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Company Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to Company in accordance with the terms of this Agreement without the need for additional approval by the Court and without the necessity of first convening the Company Meeting or first obtaining any vote of the CourtCompany Shareholders respecting the adjournment or postponement, and notice of any such adjournment or postponement shall be given by such method as the Company Board may determine is appropriate in the circumstances; (d) that the record date for the Company Shareholders entitled to receive notice of and to vote at the Company Meeting will not change in respect of or as a consequence of any adjournment or postponement of the Company Meeting, unless required by Law; (e) that the record date for Yerbaé requisite and sole approval of the Arrangement Resolution will be: (i) 66⅔% of the votes cast on the Arrangement Resolution by the Company Shareholders present in Person or represented by proxy and entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(sCompany Meeting, and (ii) or postponements if required, a simple majority of the Yerbaé votes cast on the Arrangement Resolution by Company Shareholders present in Person or represented by proxy and entitled to vote at the Company Meeting, excluding for the purposes of (ii) the votes for Company Shares held or controlled by Persons described in items (a) through (d) of Section 8.1(2) of MI 61-101; (f) that, that in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the Company’s constating documents of Yerbaédocuments, including quorum requirements and other matters, matters shall apply in with respect of to the Yerbaé Company Meeting; (g) that the Parties intend to rely upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof for the issuance of the Consideration Shares to the Company Shareholders in exchange for their Company Shares, and the issuance of the Replacement Options to Company Optionholders in exchange for their Company Options, pursuant to the Arrangement, subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to Company Shareholders who are entitled to receive Consideration Shares and to Company Optionholders who are entitled to receive Replacement Options pursuant to the Arrangement and based on the Court’s approval of the Arrangement; (h) for the grant of the Dissent Rights to the Company Shareholders who are registered holders of Yerbaé Company Shares as set forth contemplated in the Plan of Arrangement; (hi) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and (ij) that each Company Securityholder and any other affected Person shall have the right to appear before the Court at the hearing of the Court to approve the application for such other matters the Final Order so long as Safety Shot may reasonably requirethey enter a response by the time stipulated in the Interim Order; and, subject to obtaining the prior consent of Yerbaé, the Company (such consent not to be unreasonably withheld, conditioned withheld or delayed) the Company shall also request that the Interim Order provide for such other matters as the Purchaser may reasonably require.

Appears in 2 contracts

Sources: Arrangement Agreement, Arrangement Agreement

Interim Order. As ▇▇▇▇▇ ▇▇▇▇▇▇ shall, as soon as reasonably practicable following the execution date of this Agreement, but and in any event no later than April 13in sufficient time to file, 2025furnish and mail the ▇▇▇▇▇ ▇▇▇▇▇▇ Circular in accordance with Section 2.5, Yerbaé shall apply to the Court in a manner acceptable to Safety ShotContango and the Acquiror, each acting reasonably, pursuant to subsection 291 of the BCBCA and, in cooperation with Contango and the Acquiror, to schedule the Interim Order hearing with the Court for a date on or about the 15th calendar day immediately following the date of filing of the Contango Proxy Statement with the SEC; provided that ▇▇▇▇▇ ▇▇▇▇▇▇ shall reschedule such hearing if the SEC Clearance is not obtained (or not obtainable) by the third Business Day prior to the date of the hearing; provided further that in the event such hearing is rescheduled, ▇▇▇▇▇ ▇▇▇▇▇▇ shall use commercially reasonable efforts to reschedule such hearing to occur as soon as reasonably practicable following the receipt of SEC Clearance, in each case subject to the availability of the Court and subject to and in accordance with the requirements of NI 54-101 with respect to the ▇▇▇▇▇ ▇▇▇▇▇▇ Meeting. ▇▇▇▇▇ ▇▇▇▇▇▇ shall prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provideapplication will seek, among other things: (a) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé ▇▇▇▇▇ ▇▇▇▇▇▇ Meeting and for the manner in which such notice is to be provided; (b) for confirmation of the record date for the purposes of determining the ▇▇▇▇▇ ▇▇▇▇▇▇ Shareholders entitled to vote at the ▇▇▇▇▇ ▇▇▇▇▇▇ Meeting (which date shall be fixed and filed by ▇▇▇▇▇ ▇▇▇▇▇▇ in consultation with ▇▇▇▇▇▇▇▇, acting reasonably) and that such record date will not change in respect of any adjournment(s) or postponement(s) of the ▇▇▇▇▇ ▇▇▇▇▇▇ Meeting; (c) that the requisite approval for the Arrangement ▇▇▇▇▇ ▇▇▇▇▇▇ Resolution shall be the affirmative vote of at least: (i) not less than 662/3662⁄3% of the votes cast on the Arrangement ▇▇▇▇▇ ▇▇▇▇▇▇ Resolution by Yerbaé the ▇▇▇▇▇ ▇▇▇▇▇▇ Shareholders entitled to vote and present in person or by proxy at the Yerbaé Meeting voting together as a single class; (ii) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé ▇▇▇▇▇ ▇▇▇▇▇▇ Meeting, voting with each ▇▇▇▇▇ ▇▇▇▇▇▇ Share entitling a ▇▇▇▇▇ ▇▇▇▇▇▇ Shareholder to one vote; and (ii) if required by applicable Securities Laws, a simple majority of the votes cast on the ▇▇▇▇▇ ▇▇▇▇▇▇ Resolution by the ▇▇▇▇▇ ▇▇▇▇▇▇ Shareholders present in accordance with Part 8 of person or represented by proxy at the ▇▇▇▇▇ ▇▇▇▇▇▇ Meeting (excluding the votes cast by any ▇▇▇▇▇ ▇▇▇▇▇▇ Shareholders required to be excluded pursuant to MI 61-101; and (iii) any other shareholder approvals required by the TSXV; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement101); (d) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions of ▇▇▇▇▇ ▇▇▇▇▇▇’▇ constating documents, including quorum requirements and all other matters, shall apply in respect of the ▇▇▇▇▇ ▇▇▇▇▇▇ Meeting; (e) for the grant of Dissent Rights to those ▇▇▇▇▇ ▇▇▇▇▇▇ Shareholders who are registered holders of ▇▇▇▇▇ ▇▇▇▇▇▇ Shares as of the record date of the ▇▇▇▇▇ ▇▇▇▇▇▇ Meeting; (f) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (g) that the Yerbaé ▇▇▇▇▇ ▇▇▇▇▇▇ Meeting may be adjourned or postponed from time to time by the Yerbaé ▇▇▇▇▇ ▇▇▇▇▇▇ Board subject to the terms of this Agreement without the need for additional approval of the Court; (eh) that each ▇▇▇▇▇ ▇▇▇▇▇▇ Shareholder will have the right to appear before the Court at the hearing of the application for the Final Order so long as they enter an appearance within a reasonable time and are in accordance with the procedures set out in the Interim Order; (i) that the record date deadline for Yerbaé the submission of proxies by ▇▇▇▇▇ ▇▇▇▇▇▇ Shareholders entitled for the ▇▇▇▇▇ ▇▇▇▇▇▇ Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Vancouver, British Columbia) prior to notice the ▇▇▇▇▇ ▇▇▇▇▇▇ Meeting, subject to waiver by ▇▇▇▇▇ ▇▇▇▇▇▇ in accordance with the terms of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meetingthis Agreement; (fj) that, in all other respects, other than as ordered by that it is the Court, Parties’ intention to rely on the terms, conditions Section 3(a)(10) Exemption and restrictions similar exemptions from applicable securities Laws of any state of the constating documents of Yerbaé, including quorum requirements and other matters, shall apply in respect of the Yerbaé Meeting; (g) for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth in the Plan of Arrangement; (h) for the notice requirements United States with respect to the presentation issuance of Contango Shares, Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Arrangement, subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to the persons entitled to receive such Contango Shares, Exchangeable Shares and Amalco Exchangeable Shares and based on the Court’s approval of the application Arrangement following a hearing at which the persons entitled to the Court for the Final Orderreceive such Contango Shares, Exchangeable Shares and Amalco Exchangeable Shares are permitted to appear and be heard; and (ik) for such other matters as Safety Shot Contango and the Acquiror may reasonably require, require subject to obtaining the prior written consent of Yerbaé▇▇▇▇▇ ▇▇▇▇▇▇, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Appears in 2 contracts

Sources: Arrangement Agreement (Dolly Varden Silver Corp), Arrangement Agreement (Contango ORE, Inc.)

Interim Order. As soon as reasonably practicable following after the execution later of this Agreement(i) 10 days after the filing of the US Gold Proxy Statement and (ii) all comments of the SEC, but in any event no later than April 13if any, 2025on the US Gold Proxy Statement have been resolved, Yerbaé Minera Andes shall apply to the Court in a manner acceptable to Safety Shotfile, acting reasonably, pursuant to the BCBCA proceed with and prepare, file and diligently pursue an application to the Court for an Interim Order under Section 193 of the Interim OrderABCA, which shall providein form and substance reasonably satisfactory to US Gold, providing, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement Resolution and the Yerbaé Minera Andes Meeting and for the manner in which such notice is to be provided; (b) that the requisite approval for the Arrangement Resolution shall be be: (i) not less than 662/3% of the votes cast on the Arrangement Resolution by Yerbaé Shareholders entitled to vote and present in person or by proxy at the Yerbaé Meeting voting together as a single class; (ii) if required under Applicable LawMinera Andes Shareholders, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Minera Andes Meeting; and (ii) a simple majority of the votes cast by the Minera Andes Shareholders, present in person or represented by proxy at the Minera Andes Meeting, voting in accordance with Part 8 of MI 61-101; and (iii) any other shareholder approvals required excluding the votes attached to Minera Andes Shares held by the TSXVInterested Minera Andes Shareholders; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions provisions of the constating documents by-laws and articles of YerbaéMinera Andes, including quorum requirements and all other applicable matters, shall apply in respect of the Yerbaé Minera Andes Meeting; (gd) for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth in the Plan of Arrangement; (he) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Minera Andes Meeting may be adjourned or postponed from time to time by management of Minera Andes in accordance with the terms of this Agreement without the need for additional approval of the Court; and (ig) confirmation of the record date for the purposes of determining the Minera Andes Shareholders entitled to receive notice and vote at the Minera Andes Meeting and that such other matters record date will not change in respect of any adjournment(s) or postponement(s) of the Minera Andes Meeting. Minera Andes shall advise the Court that it is US Gold's intention to rely upon Section 3(a)(10) of the 1933 Act in respect of the distribution of the Exchangeable Shares to the holders of Minera Andes Shares as Safety Shot may reasonably require, subject of immediately prior to obtaining the prior consent Effective Time in exchange for their Minera Andes Shares in accordance with the Plan of Yerbaé, such consent not to be unreasonably withheld, conditioned or delayedArrangement.

Appears in 2 contracts

Sources: Arrangement Agreement (U S Gold Corp), Arrangement Agreement (Minera Andes Inc /Wa)

Interim Order. As soon as is reasonably practicable following after the execution of this Agreementdate hereof, but and in any event no later than April 13case on or before November 30, 20252022, Yerbaé the Company shall apply to the Court in a manner acceptable to Safety Shot, acting reasonably, pursuant to the BCBCA and prepare, file make and diligently pursue prosecute an application to the Court of for the Interim Order, which application shall be in form and substance satisfactory to both the Company and Triple Flag, each acting reasonably, and the Interim Order shall provide, among other things: (a) for the class calling and holding of the Company Meeting for the purpose of considering and, if deemed advisable, approving the Arrangement; (b) for the classes of Persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Company Meeting and for the manner in which such notice is to be provided; (bc) that the requisite approval for the Arrangement Resolution shall be (i) not less than 662/366 2/3% of the votes cast on the Arrangement Resolution by Yerbaé the Company Shareholders entitled to vote and present in person or by proxy at the Yerbaé Meeting voting together as a single class; (ii) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Company Meeting, voting together as a single class, together with, if required by MI 61-101, minority approval in accordance with Part 8 Section 8.1 of MI 61-101; and (iii) any other shareholder approvals required 101 or as modified by the TSXV; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the ArrangementInterim Order; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time that, except as modified by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f) thatInterim Order, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the Company’s constating documents of Yerbaédocuments, including quorum requirements and other matters, shall apply in respect of the Yerbaé Company Meeting; (ge) for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth in the Plan of Arrangement; (f) for notice requirements with respect to the presentation of the application to the Court for the Final Order; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company with the consent of Triple Flag, acting reasonably, as required by Law or in accordance with the terms of this Agreement without the need for additional approval of the Court and notice of any such adjournment(s) or postponement(s) shall be given by such method as the Company Board may determine is appropriate in the circumstance; (h) confirmation of the record date for the purposes of determining the Company Shareholders entitled to receive notice of, and vote at, the Company Meeting in accordance with the Interim Order; (i) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and; (ij) for such other matters as Safety Shot Triple Flag or the Company may reasonably require, subject to obtaining the prior consent of Yerbaéthe other Party, such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned; and (k) that the Company Meeting may be an entirely virtual meeting or hybrid meeting whereby Company Shareholders may join virtually.

Appears in 2 contracts

Sources: Arrangement Agreement (Maverix Metals Inc.), Arrangement Agreement (Triple Flag Precious Metals Corp.)

Interim Order. As MAG shall, as soon as reasonably practicable following the execution of this Agreement, but and in any event no later than April 13in sufficient time to hold the MAG Meeting in accordance with Section 2.4, 2025, Yerbaé shall apply to the Court in a manner acceptable to Safety ShotPan American, acting reasonably, pursuant to subsection 291(2) of the BCBCA and and, in cooperation with Pan American, prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (a) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé MAG Meeting and for the manner in which such notice is to be provided; (b) for confirmation of the record date for the purposes of determining MAG Shareholders entitled to vote at the MAG Meeting (which date shall be fixed and filed by MAG in consultation with Pan American, acting reasonably), and that such record date will not change in respect of any adjournment(s) or postponement(s) of the MAG Meeting; (c) that the requisite approval for the Arrangement MAG Resolution shall be (i) not less than 662/3% 66⅔% of the votes cast on the Arrangement MAG Resolution by Yerbaé MAG Shareholders entitled to vote and present in person or by proxy at the Yerbaé Meeting voting together as a single class; (ii) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé MAG Meeting, voting with each MAG Share entitling a MAG Shareholder to one vote; and (ii) a simple majority of the votes cast on the MAG Resolution by MAG Shareholders present in person or represented by proxy at the MAG Meeting (excluding MAG Securities held by certain “related parties” and “interested parties” (as such terms are defined in MI 61-101) in accordance with Part 8 the requirements of MI 61-101; and (iii) any other shareholder approvals required by the TSXV; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement101); (d) that, in all other respects, the terms, restrictions and conditions of MAG’s constating documents, including quorum requirements and all other matters, shall apply in respect of the MAG Meeting; (e) for the grant of Dissent Rights as contemplated in the Plan of Arrangement to the MAG Shareholders who are registered holders of MAG Shares as of the record date of the MAG Meeting; (f) that the Yerbaé MAG Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to MAG in accordance with the terms of this Agreement or as otherwise agreed by the Parties without the need for additional approval of the Court; (e) that Court and without the record date for Yerbaé necessity of first convening the MAG Meeting or first obtaining any vote of the MAG Shareholders entitled to respecting any such adjournments or postponements and notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) such adjournments or postponements of shall be given by such method as the Yerbaé Meeting; (f) thatMAG Board may determine is appropriate in the circumstance in consultation with Pan American, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents of Yerbaé, including quorum requirements and other matters, shall apply in respect of the Yerbaé Meetingacting reasonably; (g) for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth in the Plan of Arrangement; (h) for the notice requirements requirement with respect to the presentation of the application to the Court for the Final Order; (h) that the MAG Shareholders entitled to receive Pan American Shares shall have the right to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter an appearance by the time stipulated in the Interim Order; (i) that it is the Parties’ intention to rely on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act (the “Section 3(a)(10) Exemption”) with respect to the issuance of Pan American Shares to MAG Shareholders, pursuant to the Arrangement, subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to MAG Shareholders and based on the Court’s approval of the Arrangement; and (ij) for such other matters as Safety Shot Pan American may reasonably require, require subject to obtaining the prior written consent of YerbaéMAG, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Appears in 2 contracts

Sources: Arrangement Agreement (Mag Silver Corp), Arrangement Agreement (Pan American Silver Corp)

Interim Order. As BBU, BBUC and the Corporation shall apply to the Court pursuant to Section 291 of the BCBCA for the Interim Order as follows: (a) as soon as reasonably practicable following the execution of this Agreement, but in any event no later than April 13, 2025, Yerbaé the Corporation shall apply to the Court in a manner acceptable to Safety Shot, acting reasonably, pursuant to the BCBCA and prepare, file file, proceed with and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (ai) for the class calling and holding of (i) the BBU Unitholders’ Meeting for the purpose, among other things, of considering the BBU Resolutions and (ii) the BBUC Shareholders’ Meeting for the purpose, among other things, of considering the BBUC Resolution; (ii) for the classes of Persons to whom notice is to be provided in respect of the Arrangement and each of the Yerbaé Meeting Meetings and for the manner in which such notice is to be provided; (biii) that the requisite approval approvals for the BBU Resolutions will be as follows: (i) the affirmative vote of a majority of the outstanding BBU units as of the close of business on the record date for securityholders entitled to notice of and to vote at the BBU Unitholders’ Meeting with respect to the BBU Arrangement Resolution shall be and (ii) the affirmative vote of a majority of the outstanding BBU units as of the close of business on the record date for securityholders entitled to notice of and to vote at the BBU Unitholders’ Meeting with respect to the BBU LPA Amendment Resolution; (iv) that the requisite approvals for the BBUC Resolution will be: (i) not less than 662/3% 66⅔% of the votes cast on by the Arrangement Resolution by Yerbaé Shareholders entitled to vote holders of BBUC Shares and present in person or by proxy at the Yerbaé Meeting holders of BBUC Class B Shares, voting together as a single class; (ii) if required under Applicable Lawtogether, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé MeetingBBUC Shareholders’ Meeting and (ii) not less than 66⅔% of the votes cast by the holders of BBUC Shares, voting separately as a class, present in accordance with Part 8 of MI 61-101; and (iii) any other shareholder approvals required person or represented by the TSXV; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote proxy at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé BBUC Shareholders’ Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents of Yerbaé, including quorum requirements and other matters, shall apply in respect of the Yerbaé Meeting; (gv) for the grant of the Dissent Rights to registered holders as provided in Article 4 of Yerbaé Shares as set forth in the Plan of Arrangement; (hvi) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (vii) for the confirmation of the record date for securityholders entitled to notice of and to vote at each of the Meetings; (viii) that the BBU Unitholders’ Meeting or the BBUC Shareholders’ Meeting may be adjourned or postponed from time to time by BBU or BBUC, respectively, without the need for additional approval of the Court; and (iix) for such other matters as Safety Shot the Parties may reasonably require, subject to obtaining approval by the prior consent Court. (b) in seeking the Interim Order, the Corporation shall advise the Court that it is the Corporation’s intention to rely upon the exemption from registration provided in Section 3(a)(10) of Yerbaéthe U.S. Securities Act with respect to the issuance of the Corporation Class A Shares pursuant to the Arrangement, such consent not to be unreasonably withheldbased on the Court’s approval of the Arrangement, conditioned or delayedas contemplated in Section 2.6.

Appears in 2 contracts

Sources: Arrangement Agreement (Brookfield Business Partners L.P.), Arrangement Agreement (Brookfield Business Corp)

Interim Order. As soon as reasonably practicable following after the execution date of this Agreement, but in any event no later than April 13May 9, 2025, Yerbaé subject to Court availability, the Vendor shall apply to the Court in a manner acceptable to Safety Shotthe Purchaser, acting reasonably, pursuant to Section 182 of the BCBCA and OBCA and, in cooperation with the Purchaser, prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (a) 2.2.1 for the class classes of Persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Meeting and for the manner in which such notice is to be provided; (b) 2.2.2 to fix the record date for the purpose of determining the Shareholders entitled to receive notice of, and to vote at, the Meeting; 2.2.3 that the requisite required level of approval (the “Required Approval”) for the Arrangement Resolution shall be (i) not less than 662/3% two-thirds of the votes cast on the Arrangement Resolution by Yerbaé Shareholders entitled to vote and present in person or represented by proxy at the Yerbaé Meeting voting together as a single class; Meeting, and, (ii) if required under Applicable LawSecurities Laws, a simple majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders any other Person required to be excluded for the purpose of such vote) entitled to vote and under MI 61-101), present in person or represented by proxy at the Yerbaé Meeting, voting in accordance with Part 8 of MI 61-101; and (iii) 101 or any other shareholder approvals required by the TSXVexemption therefrom; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) 2.2.4 that the record date for Yerbaé the Shareholders entitled to receive notice of and to vote at the Yerbaé Meeting will not change in respect of or as a consequence of any adjournment(s) or postponements postponement(s) of the Yerbaé Meeting, unless required by Law; (f) 2.2.5 that, subject to the foregoing and in all other respects, other than as ordered by the Court, the terms, restrictions and conditions and restrictions of the constating documents of YerbaéConstating Documents, including quorum requirements and all other matters, shall apply in respect of the Yerbaé Meeting; (g) 2.2.6 for the grant of the Dissent Rights only to those Shareholders who are Shareholders as of the record date for the Meeting and who are registered holders of Yerbaé Shares Shareholders prior to the deadline for exercising Dissent Rights, as set forth contemplated in the Plan of Arrangement; (h) 2.2.7 for the notice requirements with respect to the presentation of the application to the Court for the Final Order; 2.2.8 that the Meeting may be adjourned or postponed from time to time by the Vendor in accordance with the terms of this Agreement without the need for additional approval of the Court; 2.2.9 that the Parties may amend, modify and/or supplement the Plan of Arrangement in accordance with the terms thereof; and (i) 2.2.10 for such other matters as Safety Shot the Purchaser or the Vendor may reasonably require, subject to obtaining the prior consent of Yerbaéthe other, such consent not to be unreasonably withheld, conditioned or delayed.

Appears in 2 contracts

Sources: Arrangement Agreement, Arrangement Agreement (SNDL Inc.)

Interim Order. As soon as reasonably practicable following after the execution date of this AgreementAgreement and the receipt of first comments from the Alignvest Securities Authorities on Alignvest’s preliminary Prospectus, but in any event no later than April 13, 2025, Yerbaé Alignvest shall apply to the Court in a manner acceptable to Safety Shot, acting reasonablyapply, pursuant to the BCBCA and OBCA and, in cooperation with Sagicor, prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (a) for the class of Persons persons to whom notice is to be provided in respect of the Alignvest Arrangement and the Yerbaé Alignvest Shareholder Meeting and for the manner in which such notice is to be provided; (b) for confirmation of the record date for the Alignvest Shareholder Meeting referred to in Section 2.03(a); (c) that the requisite required level of approval for the Alignvest Arrangement Resolution shall be (i) not less than 662/3% two-thirds of the votes cast on the Alignvest Arrangement Resolution by Yerbaé Shareholders entitled to vote and present in person or by proxy at the Yerbaé Meeting voting together as a single class; (ii) if required under Applicable LawAlignvest Shareholders, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Alignvest Shareholder Meeting, voting in accordance with Part 8 together as if they were a single class of MI 61-101; and (iii) any other shareholder approvals shares, as required by the TSXV; (c) that it is TSX rules, and/or as may otherwise be required by the intention of Safety Shot TSX or the Ontario Court, including pursuant to rely upon Section 3(a)(10) Part X of the U.S. Securities Act TSX Company Manual, as the same was varied by the TSX, as reflected in connection with the offer Final IPO Prospectus, and sale of Consideration Sharesas the same may be amended, in accordance with supplemented or otherwise modified from time to time, each Alignvest Class A Share and Alignvest Class B Share entitling the Arrangement, based holder thereof to one vote on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the ArrangementAlignvest Arrangement Resolution; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions and restrictions of the constating documents of Yerbaé, including quorum requirements and other matters, Alignvest’s Constitutive Documents shall apply in respect of the Yerbaé Alignvest Shareholder Meeting; (ge) for customary dissent rights as prescribed under the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth in the Plan of ArrangementOBCA; (hf) for the notice requirements with respect to the presentation of the application to the Ontario Court for the Final Order; (g) that the Alignvest Shareholder Meeting may be adjourned or postponed from time to time by Alignvest in accordance with the terms of this Agreement without the need for additional approval of the Ontario Court; (h) that the record date for the Alignvest Shareholders entitled to notice of and to vote at the Alignvest Shareholder Meeting will not, unless agreed to in writing by the Parties or required by Law, change in respect of any adjournment(s) or postponement(s) of the Alignvest Shareholder Meeting; and (i) for such other matters as Safety Shot the Parties may reasonably require, subject to obtaining the prior consent of Yerbaéthe other Party, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Appears in 2 contracts

Sources: Arrangement Agreement (Sagicor Financial Co Ltd.), Arrangement Agreement

Interim Order. As soon as reasonably practicable following the execution of this Agreement, but and in any event no later than April 13in sufficient time to hold the Nevada Holdco Meeting in accordance with Section 2.3 and the SVT Meeting in accordance with Section 2.4, 2025, Yerbaé Nevada Holdco and SVT shall apply to the Court in a manner and on terms acceptable to Safety Shotthe other, acting reasonably, pursuant to the BCBCA and prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement Business Combination, the Nevada Holdco Meeting and the Yerbaé Meeting SVT Meeting, and for the manner in which such notice is to be provided; (b) for confirmation of the record date for the purposes of determining: (i) the Nevada Holdco Shareholders entitled to receive materials for and vote at the Nevada Holdco Meeting referred to in Section 2.3(a); and (ii) the holders of SVT Shares entitled to receive materials for and vote at the SVT Meeting referred to in Section 2.4(a); (c) that the requisite approval for the Arrangement Nevada Holdco Business Combination Resolution (the “Nevada Holdco Shareholder Approval”) shall be be: (i) not less than 662/366 2/3% of the votes cast on the Arrangement Nevada Holdco Business Combination Resolution by Yerbaé Shareholders entitled to vote Nevada Holdco Shareholders; and present in person or by proxy at the Yerbaé Meeting voting together as a single class; (ii) if required under Applicable Law, a majority of the votes cast on by minority shareholders of Nevada Holdco approving the Business Combination and the Plan of Arrangement Resolution as contemplated by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Meeting, voting in accordance with Part 8 of MI 61-101; and (iii) any other shareholder approvals required by the TSXV; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the ArrangementOSC Rule 56501; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents of YerbaéNevada Holdco organizational documents, including quorum requirements and other matters, shall apply in respect of the Yerbaé Nevada Holdco Meeting; (ge) for the grant of the certain Nevada Holdco Dissent Rights to registered holders of Yerbaé Shares as set forth contemplated in the Plan of Arrangement; (f) that the Nevada Holdco Meeting may be adjourned from time to time by Nevada Holdco, subject to the terms of this Agreement, without the need for additional approval of the Court; (g) that the record date for Nevada Holdco Shareholders entitled to notice of and to vote at the Nevada Holdco Meeting will not change in respect of any adjournment(s) of the Nevada Holdco Meeting, except such change as may be required by applicable Law; (h) that the requisite approval for the SVT Component of the Business Combination Resolution (the “SVT Shareholder Approval”) shall be: (i) 66 2/3% of the votes cast on the SVT Component of the Business Combination Resolution by SVT Shareholders; and (ii) majority of the votes cast by minority shareholders of SVT approving the Business Combination and the Plan of Arrangement, as contemplated by OSC Rule 56-501; (i) that, in all other respects, the terms, conditions and restrictions of the SVT organizational documents, including quorum requirements and other matters, shall apply in respect of the SVT Meeting; (j) for the grant of certain SVT Dissent Rights as contemplated in the Plan of Arrangement; (k) that the SVT Meeting may be adjourned from time to time by SVT, subject to the terms of this Agreement, without the need for additional approval of the Court; (l) that the record date for SVT Shareholders entitled to notice of and to vote at the SVT Meeting will not change in respect of any adjournment(s) of the SVT Meeting, except such change as may be required by applicable Law; (m) that it is Nevada Holdco’s, SVT’s, and F▇▇▇▇’▇ intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Resulting Issuer Compressed Shares, the Resulting Issuer Common Shares, the Resulting Issuer Replacement Options for Compressed Shares, and the Resulting Issuer Replacement Options for Common Shares, as applicable, to be issued pursuant to the Business Combination based on the Court’s approval of the Business Combination; (n) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and (io) for such other matters as Safety Shot Nevada Holdco, SVT, or F▇▇▇▇ may reasonably require, subject to obtaining the prior consent of YerbaéNevada Holdco, SVT, B▇▇▇▇, Briteside, Sea Hunter, and F▇▇▇▇, as applicable, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Appears in 2 contracts

Sources: Business Combination Agreement (TILT Holdings Inc.), Business Combination Agreement (TILT Holdings Inc.)

Interim Order. As (a) Company agrees that as soon as reasonably practicable following after the execution of this Agreementdate hereof, but in any event no not later than April 13October 6, 20252023, Yerbaé Company shall apply to Court for the Court Interim Order, in a manner reasonably acceptable to Safety ShotPurchaser pursuant to section 193 of the ABCA. In cooperation with Purchaser, acting reasonably, pursuant to the BCBCA and prepare, file and Company shall diligently pursue an the application to the Court of for the Interim Order. Company shall provide notice to the Registrar of the application for the Interim Order pursuant to section 193(3.1) of the ABCA, which and promptly inform Purchaser if the Registrar intends to appear at the application. (b) The Interim Order shall provide, among other things: (ai) for the class calling and the holding of the Company Meeting, including the record date for determining the Persons to whom notice of the Company Meeting is to be provided in respect of and for determining the Arrangement and Persons entitled to vote at the Yerbaé Company Meeting and for the manner in which such notice is to be provided; (bii) that the securities of Company for which holders as at the record date established for the Company Meeting shall be entitled to vote on the Arrangement Resolution shall be the Company Shares; (iii) that all Company Shareholders as at the record date established for the Company Meeting, or otherwise permitted under the ABCA (as the same may be amended by the Interim Order), shall be entitled to vote on the Arrangement Resolution, with each Company Shareholder being entitled to one vote for each Company Share held by it; (iv) that subject to the approval of the Court, the requisite level of approval for the Arrangement Resolution shall be at least: (iA) not less than 662/3% two-thirds of the votes cast on by the Arrangement Resolution by Yerbaé Company Shareholders entitled to vote and present in person or represented by proxy at the Yerbaé Meeting voting together as a single class; Company Meeting; and (iiB) if required under Applicable Lawrequired, a majority of the votes cast on the Arrangement Resolution by Yerbaé the Company Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Company Meeting, voting after excluding the votes cast by those Persons whose votes must be excluded in accordance with Part 8 of MI Multilateral Instrument 61-101; and (iii) any other shareholder approvals required by the TSXV101 – Protection of Minority Securityholders in Special Transactions; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (fv) that, in all other material respects, other than as ordered by the Court, the terms, restrictions and conditions and restrictions of the constating documents of YerbaéCompany, including quorum requirements and all other matters, shall apply in respect of the Yerbaé Company Meeting, except as modified by the Interim Order; (gvi) for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth in the Plan of Arrangement; (hvii) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (viii) that the Company Meeting may be adjourned or postponed from time to time by Company with the consent of Purchaser without the need for additional approval of the Court; (ix) that, unless required by Applicable Laws, the record date for determining Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment or postponement of the Company Meeting; (x) that it is the Parties’ intention to rely on the on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act (the "Section 3(a)(10) Exemption") and similar exemptions from applicable U.S. state securities laws with respect to the issuance of the Purchaser Shares pursuant to the Plan of Arrangement, subject to the Court’s determination that the Arrangement is substantially and procedurally fair to Company Shareholders, and based on the Court’s approval of the Arrangement; and (ixi) for such other matters as Safety Shot the Parties may reasonably requireagree in writing, subject to obtaining the prior consent of Yerbaé, such consent not to be unreasonably withheld, conditioned or delayedeach acting reasonably.

Appears in 2 contracts

Sources: Arrangement Agreement (PRECISION DRILLING Corp), Arrangement Agreement

Interim Order. As soon as reasonably practicable following the execution of this Agreement, but in any event no later than April 13December 18, 20252020, Yerbaé GTI and Yooma shall jointly apply to the Court in a manner acceptable to Safety Shoteach of the Parties, acting reasonably, pursuant to Section 182 of the BCBCA OBCA and prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (a) for the class classes of Persons to whom notice is to be provided in respect of the Arrangement Arrangement, the GTI Meeting, and the Yerbaé Yooma Meeting and for the manner in which such notice is to be provided; (b) for confirmation of the record date for the GTI Meeting for the purposes of determining the GTI Shareholders entitled to receive notice of and vote at the GTI Meeting; (c) for confirmation of the record date for the Yooma Meeting for the purposes of determining the Yooma Shareholders entitled to receive notice of and vote at the Yooma Meeting; (d) that the requisite approval for the GTI Arrangement Resolution shall be be: (i) not less than 662/3% 66⅔% of the votes cast on the GTI Arrangement Resolution by Yerbaé GTI Shareholders entitled to vote and present in person or by proxy at the Yerbaé Meeting voting together as a single class; (ii) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé GTI Meeting; (ii) if, voting and to the extent, required, a simple majority of the votes cast by GTI Shareholders present in accordance with Part 8 of person or represented by proxy at the GTI Meeting excluding the votes cast by GTI Shareholders that are required to be excluded pursuant to MI 61-101; 101 for purposes of the Arrangement, and (iii) a simple majority of the votes cast by GTI‌ Shareholders present in person or represented by proxy at the GTI Meeting excluding the votes cast by GTI Shareholders that are required to be excluded pursuant to any other shareholder approvals required by applicable policies of the TSXVTSXV for purposes of the Spin-Out and Reorganization Transactions; (ce) that it is the intention requisite approval for the Yooma Resolution shall be: (i) 66⅔% of Safety Shot the votes cast on the Yooma Resolution by Yooma Shareholders present in person or represented by proxy at the Yooma Meeting; and (ii) if, and to the extent, required, a simple majority of the votes cast by Yooma Shareholders present in person or represented by proxy at the Yooma Meeting excluding the votes cast by Yooma Shareholders that are required to be excluded pursuant to MI 61-101 for purposes of the Arrangement; (f) that the Parties intend to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale issuance of Consideration Shares, in accordance with Resulting Issuer Shares as contemplated by the Arrangement, based on subject to and conditional upon the Court’s approval of determination following a hearing that the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the ArrangementArrangement is fair and reasonable to such shareholders; (dg) that the Yerbaé GTI Meeting may be adjourned or postponed from time to time by the Yerbaé GTI Board subject to the terms of this Agreement without the need for additional approval of the Court; (eh) that the Yooma Meeting may be adjourned or postponed from time to time by the Yooma Board subject to the terms of this Agreement without the need for additional approval of the Court; (i) that the record date for Yerbaé the GTI Shareholders entitled to notice of and to vote at the Yerbaé GTI Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé GTI Meeting, unless required by Securities Laws; (fj) that the record date for the Yooma Shareholders entitled to notice of and to vote at the Yooma Meeting will not change in respect of any adjournment(s) of the Yooma Meeting, unless required by Securities Laws; (k) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents of YerbaéGTI, including quorum requirements and other matters, shall apply in respect of the Yerbaé GTI Meeting; (gl) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents of Yooma, including quorum requirements and other matters, shall apply in respect of the Yooma Meeting; (m) for the grant of the Dissent Rights to registered holders of Yerbaé GTI Shares as set forth in the Plan of Arrangement; (hn) for the grant of the Dissent Rights to registered holders of ▇▇▇▇▇ ▇▇▇▇▇▇ as set forth in the Plan of Arrangement; (o) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and (ip) for such other matters as Safety Shot a Party may reasonably require, subject to obtaining the prior consent of Yerbaéthe other Party, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Appears in 2 contracts

Sources: Arrangement Agreement, Arrangement Agreement

Interim Order. As soon as reasonably practicable following the execution of this Agreement, but in any event no later than April 13TMX Group shall, 2025, Yerbaé shall apply to the Court in a manner acceptable to Safety ShotLSEG, acting reasonably, pursuant to Section 182 of the BCBCA and OBCA, prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé TMX Group Meeting and for the manner in which such notice is to be provided; (b) that the requisite approval for the Arrangement Resolution shall be (i) not less than 662/3% of the votes cast on the Arrangement Resolution by Yerbaé the TMX Group Shareholders entitled to vote and present in person or by proxy at the Yerbaé Meeting voting together as a single class; (ii) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person Person or represented by proxy at the Yerbaé Meeting, TMX Group Meeting and voting in accordance with Part 8 of MI 61-101; and as a single class (iii) any other shareholder approvals required by the TSXV“TMX Group Shareholder Approval”); (c) that it is that, in all other respects, the intention of Safety Shot to rely upon Section 3(a)(10) terms, conditions and restrictions of the U.S. Securities Act TMX Group articles and by-laws, including quorum requirements and other matters, shall apply in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval respect of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the ArrangementTMX Group Meeting; (d) for the grant of Dissent Rights; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Yerbaé TMX Group Meeting may be adjourned or postponed from time to time by the Yerbaé TMX Group Board subject to the terms of this Agreement without the need for additional approval of the Court; (eg) that the record date for Yerbaé TMX Group Shareholders entitled to notice of and to vote at the Yerbaé TMX Group Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé TMX Group Meeting; (f) that, in all other respects, other than as ordered unless required by the Court, the terms, conditions and restrictions of the constating documents of Yerbaé, including quorum requirements and other matters, shall apply in respect of the Yerbaé Meeting; (g) for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth in the Plan of Arrangement; (h) for the notice requirements with respect to the presentation of the application to the Court for the Final OrderSecurities Laws; and (ih) for such other matters as Safety Shot LSEG may reasonably require, subject to obtaining the prior consent of YerbaéTMX Group, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Appears in 2 contracts

Sources: Merger Agreement, Merger Agreement

Interim Order. As soon as reasonably practicable following The application referred to in Section 2.2(b) shall, unless the execution of this AgreementCompany and the Purchaser otherwise agree, but in any event no later than April 13, 2025, Yerbaé shall apply to the Court in include a manner acceptable to Safety Shot, acting reasonably, pursuant to the BCBCA and prepare, file and diligently pursue an application to the Court of request that the Interim Order, which shall Order provide, among other things: (a) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Company Meeting and for the manner in which such notice is to be provided; (b) that confirmation of the requisite approval record date for the Arrangement Resolution shall be (i) not less than 662/3% purposes of determining the votes cast on the Arrangement Resolution by Yerbaé Company Shareholders entitled to receive notice of and vote and present in person or by proxy at the Yerbaé Company Meeting voting together as a single class; (ii) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote which date shall be fixed and present in person or represented by proxy at the Yerbaé Meeting, voting in accordance with Part 8 of MI 61-101; and (iii) any other shareholder approvals required published by the TSXVCompany in consultation with the Purchaser); (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Company Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to Company in accordance with the terms of this Agreement without the need for additional approval by the Court and without the necessity of first convening the Company Meeting or first obtaining any vote of the CourtCompany Shareholders respecting the adjournment or postponement, and notice of any such adjournment or postponement shall be given by such method as the Company Board may determine is appropriate in the circumstances; (d) that the record date for the Company Shareholders entitled to receive notice of and to vote at the Company Meeting will not change in respect of or as a consequence of any adjournment or postponement of the Company Meeting, unless required by Law; (e) that the record date for Yerbaé requisite and sole approval of the Arrangement Resolution will be: (i) 66⅔% of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or represented by proxy and entitled to notice vote at Company Meeting; and (ii) if required, a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy and entitled to vote at the Yerbaé Meeting will not change Company Meeting, excluding for the purposes of (ii) the votes in respect of any adjournment(sCompany Shares held or controlled by persons described in items (a) or postponements through (d) of the Yerbaé MeetingSection 8.1(2) of MI 61-101; (f) that, that in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the Company's constating documents of Yerbaédocuments, including quorum requirements and other matters, matters shall apply in with respect of to the Yerbaé Company Meeting; (g) that the Parties intend to rely upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof for the issuance of the Consideration Shares and the Replacement Options pursuant to the Arrangement, subject to and conditioned on the Court's determination that the Arrangement is substantively and procedurally fair to Company Shareholders who are entitled to receive Consideration Shares and to Company Optionholders who are entitled to receive Replacement Options pursuant to the Arrangement and based on the Court's approval of the Arrangement; (h) for the grant of the Dissent Rights to the Company Shareholders who are registered holders of Yerbaé Company Shares as set forth contemplated in the Plan of Arrangement; (hi) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (j) that each Company Securityholder and any other affected person shall have the right to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response by the time stipulated in the Interim Order; and (i) for such other matters as Safety Shot may reasonably require, subject to obtaining the prior consent of Yerbaé, the Company (such consent not to be unreasonably withheld, conditioned withheld or delayed), the Company shall also request that the Interim Order provide for such other matters as the Purchaser may reasonably require.

Appears in 2 contracts

Sources: Arrangement Agreement (Integra Resources Corp.), Arrangement Agreement (Integra Resources Corp.)

Interim Order. As soon as reasonably practicable following after the execution date of this Agreement, but in any event no later than April 13on or before August 31, 20252020, Yerbaé shall the Company will apply to the Court in a manner reasonably acceptable to Safety Shot, acting reasonably, the Purchaser pursuant to Section 186.1(3) of the BCBCA and BCA and, in cooperation with the Purchaser, prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall must provide, among other things: (a) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Meeting and for the manner in which such notice is to be provided; (b) that each Shareholder being entitled to one vote for each Common Share held by such Shareholder on the requisite Arrangement Resolution; (c) that the required level of approval (the “Required Securityholder Approval”) for the Arrangement Resolution shall be be: (iI) not less than 662/3% at least 66⅔% of the votes cast on the Arrangement Resolution Resolutions by Yerbaé Shareholders entitled to vote and the Shareholders, voting as a single class, present in person Person or by proxy at the Yerbaé Meeting voting together as a single class; Meeting; (iiII) if required under Applicable Lawto the extent required, a simple majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and Shareholders, voting as a single class, present in person Person or represented by proxy at the Yerbaé Meeting, voting in accordance with Part 8 Meeting (excluding for this purpose votes attached to Common Shares to be excluded by Section 8.1(2) of MI 61-101; 101); and (iiiIII) any other shareholder approvals as otherwise required by the TSXV; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the ArrangementExchange; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions and restrictions of the constating documents of YerbaéCompany’s Constating Documents, including quorum requirements and all other matters, shall will apply in respect of the Yerbaé Meeting; (ge) for the grant of the Dissent Rights to those Shareholders who are registered holders of Yerbaé Shares Shareholders as set forth contemplated in the Plan of Arrangement; (hf) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (g) that the Meeting may be adjourned or postponed from time to time by the Company without the need for additional approval of the Court; (h) that the record date for the Affected Securityholders entitled to notice of and to vote at the Meeting will not change in respect of any adjournment(s) or postponement(s) of the Meeting, unless required by Securities Laws; and (i) for such other matters as Safety Shot the Purchaser may reasonably require, subject to obtaining the prior consent of Yerbaé, such consent not to be unreasonably withheld, conditioned or delayed.

Appears in 2 contracts

Sources: Arrangement Agreement (Bridgeway National Corp.), Arrangement Agreement

Interim Order. As soon as reasonably practicable following the date of execution of this Agreement, but in any event no later than April 13, 2025, Yerbaé ▇▇▇▇▇▇ shall apply to the Court in a manner acceptable to Safety ShotSSR, acting reasonably, pursuant to the BCBCA YBCA, and preparefile, file proceed with and diligently pursue an application to the Court of for the Interim Order, Order which shall provide, among other things: (a1) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Alacer Meeting and for the manner in which such notice is to be provided; (b2) confirmation of the record date for the purposes of determining the Alacer Shareholders entitled to receive notice of and vote at the Alacer Meeting; (3) that the requisite approval for the Arrangement Resolution shall be (i) not less than 662/3% 66⅔% of the votes cast on the Arrangement Resolution by Yerbaé the Alacer Shareholders entitled to vote and present in person or by proxy at the Yerbaé Alacer Meeting voting together as a single class; (iithe “Alacer Shareholder Approval”); (4) if required under Applicable Lawthat in all other respects, a majority the terms, conditions and restrictions of ▇▇▇▇▇▇’s constating documents, including quorum requirements and other matters, shall apply in respect of the votes cast on Alacer Meeting; (5) for the grant of Dissent Rights to registered holders of the Alacer Shares which Dissent Rights shall provide for an Alacer Shareholder’s written objection to the Arrangement Resolution to be received by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for ▇▇▇▇▇▇ at least two days before the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Alacer Meeting, voting in accordance with Part 8 of MI 61-101; and (iii) any other shareholder approvals required by the TSXV; (c6) that it is for notice requirements with respect to the intention of Safety Shot to rely upon Section 3(a)(10) presentation of the U.S. Securities Act in connection with application to the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of Court for the Final Order will constitute its determination of the fairness of the ArrangementOrder; (d7) that the Yerbaé Alacer Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to in accordance with the terms of this Agreement without the need for additional approval of the Court; (e) 8) that the record date for Yerbaé the Alacer Shareholders entitled to notice of and to vote at the Yerbaé Alacer Meeting will not not, unless agreed to in writing by SSR and Alacer, change in respect of any adjournment(s) or postponements of the Yerbaé Alacer Meeting; (f9) thatthat the Parties intend to rely upon the Section 3(a)(10) Exemption, in all other respects, other than as ordered by subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to the Alacer Shareholders, with respect to the terms, conditions and restrictions issuance of the constating documents of YerbaéConsideration Shares to the Alacer Shareholders pursuant to the Arrangement, including quorum requirements and other matters, shall apply to implement the transactions contemplated hereby in respect of the Yerbaé MeetingAlacer Shareholders; (g10) for that each Alacer Shareholder and any other affected person shall have the grant right to appear before the Court at the hearing of the Dissent Rights Court to registered holders of Yerbaé Shares as set forth in the Plan of Arrangement; (h) for the notice requirements with respect to the presentation of approve the application to the Court for the Final OrderOrder so long as they enter a response within a reasonable time; and (i11) for such other matters as Safety Shot the Parties may reasonably require, subject to obtaining the prior written consent of Yerbaéthe other Party, such consent not to be unreasonably withheld, conditioned or delayed.

Appears in 2 contracts

Sources: Arrangement Agreement, Arrangement Agreement

Interim Order. As soon as reasonably practicable following the date of execution of this Agreement, but and in any event no later than April 13June 14, 20252024, Yerbaé Karora shall apply to the Court in a manner acceptable to Safety Shotfile, acting reasonably, pursuant to the BCBCA and prepare, file proceed with and diligently pursue an application to the Court for the Interim Order pursuant to Section 192 of the Interim OrderCBCA, which shall provide, among other things: (a) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Karora Meeting and for the manner in which such notice is to be provided; (b) confirmation of the record date for the purpose of determining which Karora Shareholders are entitled to receive notice of, and to vote at, the Karora Meeting; (c) that the requisite approval for the Arrangement Resolution (the “Karora Shareholder Approval”) shall be be: (i) not less than 662/3% two thirds of the votes cast on the Arrangement Resolution by Yerbaé the Karora Shareholders entitled to vote and present in person or by proxy at the Yerbaé Meeting voting together as a single class; Karora Meeting; and (ii) if required under Applicable Lawif, and to the extent required, a majority of the votes cast on such resolution by the Arrangement Resolution by Yerbaé Karora Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Meeting, voting Karora Meeting excluding for this purpose votes attached to Karora Shares held by persons described in accordance with Part 8 items (a) through (d) of section 8.1(2) of MI 61-101; and (iii) any other shareholder approvals required by the TSXV; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement101; (d) for the grant of Dissent Rights to registered holders of the Karora Shares as contemplated in the Plan of Arrangement; (e) that the Yerbaé Karora Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to management of Karora in accordance with the terms of this Agreement without the need for additional approval of the Court; (ef) that the record date for Yerbaé the Karora Shareholders entitled to receive notice of and to vote at the Yerbaé Karora Meeting will not change in respect of any adjournment(s) or postponements postponement(s) of the Yerbaé Karora Meeting, unless required by Law; (fg) thatthat the Parties intend to rely upon the Section 3(a)(10) Exemption, subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to the Karora Shareholders, with respect to the issuance of the Share Consideration to the Karora Shareholders pursuant to the Arrangement, to implement the transactions contemplated hereby in respect of the Karora Shareholders; (h) that each Karora Shareholder and any other affected person shall have the right to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response within a specified reasonable time; (i) that the deadline for the submission of proxies by Karora Shareholders for the Karora Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Toronto, Ontario) prior to the time of the Karora Meeting, subject to waiver by Karora in accordance with the terms of this Agreement; (j) that in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents of YerbaéKarora’s Constating Documents, including quorum requirements and other matters, shall apply in respect of the Yerbaé Karora Meeting; (g) for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth in the Plan of Arrangement; (hk) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and (il) for such other matters as Safety Shot Karora and Westgold may reasonably require, as the case may be, subject to obtaining the prior consent of Yerbaéthe other Party, such consent not to be unreasonably withheldconditioned, conditioned withheld or delayed.

Appears in 2 contracts

Sources: Arrangement Agreement, Arrangement Agreement

Interim Order. As soon as reasonably practicable following the execution of this Agreement, but and in any event no later than April 13in sufficient time to hold the Liquid Meeting in accordance with Section 2.3, 2025, Yerbaé Liquid shall apply to the Court in a manner acceptable to Safety ShotLBIX, acting reasonably, pursuant to Section 291 of the BCBCA and prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Liquid Meeting and for the manner in which such notice is to be provided; (b) that the requisite approval for the Arrangement Resolution shall be the affirmative vote of (i) not less than 662/3% at least two-thirds of the votes cast on at the Arrangement Resolution by Yerbaé Shareholders entitled to vote and present Liquid Meeting in person or by proxy at by the Yerbaé Meeting Liquid Shareholders voting together as a single class; one class on the basis of one vote per Liquid Share and (ii) if to the extent required under Applicable Lawby Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, a the majority of the votes cast on at the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present Liquid Meeting in person or represented by proxy at by the Yerbaé MeetingLiquid Shareholders on the basis of one vote per Liquid Share, voting excluding the votes cast in respect of Liquid Shares held by certain interested or related parties or joint actors of Liquid in accordance with Part 8 the minority approval requirements of MI Multilateral Instrument 61-101; and 101 – Protection of Minority Security Holders in Special Transactions (iii) any other shareholder approvals required by the TSXV“Liquid Shareholder Approval”); (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents Charter Documents of YerbaéLiquid, including quorum requirements and other matters, shall apply in respect of the Yerbaé Liquid Meeting; (gd) for the grant of the Dissent Rights only to the Liquid Shareholders who are registered holders of Yerbaé Shares as set forth in the Plan of ArrangementLiquid Shareholders; (he) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Liquid Meeting may be adjourned from time to time by the management of Liquid with the consent of LBIX without the need for additional approval of the Court; (g) that the record date for Liquid Shareholders entitled to notice of and to vote at the Liquid Meeting will not change in respect of any adjournment(s) of the Liquid Meeting; (h) that it is LBIX’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Consideration Shares to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (i) for such other matters as Safety Shot LBIX may reasonably require, subject to obtaining the prior consent of YerbaéLiquid, such consent not to be unreasonably unnecessarily withheld, conditioned or delayed.

Appears in 2 contracts

Sources: Arrangement Agreement (Leading Brands Inc), Arrangement Agreement (Leading Brands Inc)

Interim Order. As soon as reasonably practicable following Following the execution of this AgreementAgreement and the completion of the IPO, but in any event no later than April 13, 2025, Yerbaé shall apply BHC and B+L will make and diligently pursue a joint application to the Court in a manner acceptable to Safety Shot, acting reasonablyfor the Interim Order, pursuant to the BCBCA CBCA and preparethe BCBCA, file and diligently pursue an application to the Court of the Interim Orderas applicable, which shall will provide, among other things: (a) for the calling and holding of the BHC Meeting for the purpose of considering the BHC Arrangement Resolution; (b) for the class of Persons to whom notice is to be provided in respect of the Arrangement Arrangement, the BHC Meeting and the Yerbaé B+L Meeting and for the manner in which such notice is to be provided; (bc) that that: (i) the requisite approval for the BHC Arrangement Resolution shall will be (i) not less than 662/3662⁄3% of the votes cast on by the Arrangement Resolution by Yerbaé BHC Shareholders entitled to vote and present in person or by proxy at the Yerbaé Meeting voting together as a single class; (ii) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé BHC Meeting, voting in accordance with Part 8 of MI 61-101; and (iii) any other shareholder approvals required by the TSXV; (cii) that it is that, in all other respects, the intention terms, conditions and restrictions of Safety Shot to rely upon Section 3(a)(10) BHC’s Articles, including quorum requirements for the BHC Shareholders, and all other matters, shall apply in respect of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the ArrangementBHC Meeting; (d) that: (i) the requisite approval for the B+L Arrangement Resolution will be not less than 662⁄3% of the votes cast by the B+L Shareholders present in person or represented by proxy at the B+L Meeting; (ii) that, in all other respects, the terms, conditions and restrictions of B+L constating documents, including quorum requirements for the B+L Shareholders, and all other matters, shall apply in respect of the B+L Meeting; (e) for the grant of BHC Dissent Rights to the registered BHC Shareholders and B+L Dissent Rights to the registered B+L Shareholders as provided in the Plan of Arrangement; (f) for the notice requirements with respect to the presentation of the joint application to the Court for the Final Order; (g) for the confirmation of the record date for the purposes of determining the BHC Shareholders entitled to receive the Joint Information Circular and vote at the BHC Meeting in accordance with the Interim Order; (h) for the confirmation of the record date for the purposes of determining the B+L Shareholders entitled to receive the Joint Information Circular and vote at the B+L Meeting in accordance with the Interim Order; (i) that the Yerbaé BHC Meeting may be adjourned or postponed from time to time by the Yerbaé BHC Board subject to in accordance with the terms of this Agreement without the need for additional approval of the Court; (ej) that the record date B+L Meeting may be adjourned or postponed from time to time by the B+L Board in accordance with the terms of this Agreement without the need for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements additional approval of the Yerbaé MeetingCourt; (f) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents of Yerbaé, including quorum requirements and other matters, shall apply in respect of the Yerbaé Meeting; (g) for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth in the Plan of Arrangement; (h) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and (ik) for such other matters as Safety Shot the Parties may reasonably requireagree in writing, subject each acting reasonably; and (l) that it is the intention of the Parties to obtaining rely upon the prior consent exemption from the registration requirement of Yerbaéthe U.S. Securities Act pursuant to Section 3(a)(10) thereof (the “Section 3(a)(10) Exemption”) with respect to the issuance of the BHC Class A Shares, such consent not the BHC Special Shares, the TC Shares, the Amalco 2 Shares and the Specified Exchanged Awards, as the case may be, to be unreasonably withheld, conditioned or delayedissued pursuant to the Arrangement in accordance with and upon the Court’s approval of the Arrangement.

Appears in 2 contracts

Sources: Arrangement Agreement (Bausch Health Companies Inc.), Arrangement Agreement (Bausch & Lomb Corp)

Interim Order. As soon as reasonably practicable following the execution of this Agreementpracticable, but in any event no later than April 13, 2025, Yerbaé Cardiome shall apply to the Court in a manner and on terms acceptable to Safety ShotCipher, acting reasonably, pursuant to Section 192 of the BCBCA and CBCA and, in cooperation with Cipher, prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Cardiome Meeting and for the manner in which such notice is to be provided; (b) fix the record date for the purposes of determining the Cardiome Shareholders entitled to receive notice of and vote at the Cardiome Meeting; (c) that the requisite approval for the Cardiome Arrangement Resolution shall be (i) not less than 662/3% at least two-thirds of the votes cast on by the Arrangement Resolution by Yerbaé Cardiome Shareholders entitled to vote and present in person or by proxy at the Yerbaé Cardiome Meeting voting together and such other approval, if any, as a single class; (ii) if is required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled pursuant to vote and present in person or represented by proxy at the Yerbaé Meeting, voting in accordance with Part 8 of MI 61-101; and 101 (iii) any other shareholder approvals required by the TSXV; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement“Cardiome Shareholder Approval”); (d) that, in all other respects, the terms, conditions and restrictions of the constating documents of Cardiome, including quorum requirements and other matters, shall apply in respect of the Cardiome Meeting; (e) for the grant of Dissent Rights to the Cardiome Shareholders who are registered Cardiome Shareholders, as set out in the Plan of Arrangement; (f) that the Yerbaé Cardiome Meeting may be adjourned or postponed from time to time by the Yerbaé Board Cardiome subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents of Yerbaé, including quorum requirements and other matters, shall apply in respect of the Yerbaé Meeting; (g) for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth in the Plan of Arrangement; (h) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (h) that the record date for Cardiome Shareholders entitled to notice of and to vote at the Cardiome Meeting will not change in respect of any adjournment(s) of the Cardiome Meeting, unless required pursuant to applicable Securities Laws; (i) that the Parties intend to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Consideration Shares and the Correvio Replacement Options to be issued pursuant to the Arrangement; (j) that each Cardiome Shareholder and holder of Cardiome Options shall have the right to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a notice of appearance within a reasonable time; and (ik) for such other matters as Safety Shot Cipher and/or Cardiome may reasonably require, subject to obtaining the prior consent of YerbaéCardiome and/or Cipher, respectively, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Appears in 2 contracts

Sources: Arrangement Agreement (Correvio Pharma Corp.), Arrangement Agreement (Cardiome Pharma Corp)

Interim Order. As soon as reasonably practicable following the execution of this Agreement, but in any event no later than April 13, 2025, Yerbaé shall apply to the Court in a manner acceptable to Safety Shot, acting reasonably, pursuant to the BCBCA and prepare, file and diligently pursue an application to the Court of the The Interim Order, which shall Order sought by PHM will provide, among other things: : (a) for that the class only securities of Persons PHM which will be entitled to whom notice is to be provided in respect of vote on the Arrangement Resolution will be the PHM Shares and the Yerbaé Meeting and for the manner in which such notice is to be provided; PHM Options; (b) that the record date for the Meeting will be the date determined by the PHM Board; (c) that each PHM Shareholder will be entitled to one vote for each PHM Share held as of the record date of the Meeting; (d) that each PHM Optionholder will be entitled to one vote for each PHM Share such PHM Optionholder would be entitled to receive upon valid exercise of the PHM Options held by such PHM Optionholder as of the record date of the Meeting; (e) that the requisite approval majority for the passing of the Arrangement Resolution shall will be at least two-thirds (i66 2/3%) not less than 662/3% of the votes cast on the Arrangement Resolution by Yerbaé the registered PHM Shareholders entitled to vote and present in person or by proxy at the Yerbaé Meeting voting together PHM Optionholders as a single class; (ii) if required under Applicable Law, a majority of the votes cast on record date of the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and Meeting present in person or represented by proxy at the Yerbaé Meeting, voting in accordance with Part 8 of MI 61-101; and (iii) any other shareholder approvals required by the TSXV; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; together as a single class; (f) that, that in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the PHM's constating documents of Yerbaédocuments, including quorum requirements and other matters, shall will apply in respect of the Yerbaé Meeting; ; (g) for that the grant of the PHM Securityholders will be granted Dissent Rights to registered holders of Yerbaé Shares as set forth in the Plan of Arrangement; Rights; (h) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and (i) that the Meeting may be postponed or adjourned from time to time by the PHM Board, subject to the terms of this Agreement, without the need for additional approval of the Court; (j) that it is PHM's intention to rely upon the exemption from registration provided by Section 3(a)(10) of the 1933 Act with respect to the New Common Shares, Newco Shares, New PHM Options, and Newco Options, to be issued, distributed and exchanged, as applicable, pursuant to the Arrangement, based on the Court's approval of the Arrangement; and 10 (k) for such other matters as Safety Shot PHM may reasonably require, subject to obtaining the prior consent of Yerbaé, such consent not to be unreasonably withheld, conditioned or delayed.

Appears in 2 contracts

Sources: Arrangement Agreement (Viemed Healthcare, Inc.), Arrangement Agreement (Viemed Healthcare, Inc.)

Interim Order. As Subject to the terms and conditions of this Agreement, as soon as reasonably practicable following after the execution date of this Agreement, but in any event no later than April 13, 2025, Yerbaé the Company shall apply to the Court in a manner reasonably acceptable to Safety Shot, acting reasonably, the Purchaser pursuant to Section 192(3) of the BCBCA and CBCA and, in cooperation with the Purchaser, prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall must provide, among other things: (a) for the class classes of Persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Company Meeting and for the manner in which such notice is to be provided; (b) that the requisite required level of approval for the Arrangement Resolution shall be (i) not less than 662/3% two-thirds of the votes cast on such resolution by the Arrangement Resolution by Yerbaé Company Shareholders entitled to vote and present in person or by proxy at the Yerbaé Meeting voting together as a single class; (ii) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Company Meeting, voting in accordance with Part 8 of ; and (ii) if required under MI 61-101; and (iii) any other shareholder approvals required 101, a majority of the votes cast on such resolution by the TSXVCompany Shareholders (other than those the votes of which are required to be excluded from the “minority approval” vote under MI 61-101) present in person or represented by proxy at the Company Meeting; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé the Company Shareholders entitled to receive notice of and to vote at the Yerbaé Company Meeting will not change in respect or as a consequence of any adjournment(s) or postponements postponement(s) of the Yerbaé Company Meeting, unless required by Law or as agreed to in writing between the Parties, each acting reasonably; (fd) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions and restrictions of the constating documents of YerbaéCompany’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Yerbaé Company Meeting; (ge) for the grant of the Dissent Rights to those Company Shareholders who are registered holders of Yerbaé Shares Company Shareholders as set forth contemplated in the Plan of Arrangement; (hf) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (g) that it is the Purchaser’s intention to rely upon the Section 3(a)(10) Exemption with respect to the issuance of the Purchaser Shares and the Replacement Options pursuant to the Arrangement, based and conditioned upon the Court’s approval of the Arrangement and determination that the Arrangement is substantially and procedurally fair to Company Shareholders entitled to receive the Consideration and the Company Optionholders entitled to receive the Replacement Options pursuant to or in connection with the Arrangement, following a hearing and after considering of the substantive and procedural terms and conditions thereof; (h) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; and (i) for such other matters as Safety Shot the Purchaser may reasonably require, subject to obtaining the prior consent of Yerbaéthe Company, such consent not to be unreasonably withheld, conditioned or delayedacting reasonably.

Appears in 2 contracts

Sources: Arrangement Agreement (SNDL Inc.), Arrangement Agreement (Valens Company, Inc.)

Interim Order. As GWRC agrees that as soon as reasonably practicable following after the execution of this Agreementdate hereof GWRC shall, but in any event no later than April 13, 2025, Yerbaé shall apply to the Court in a manner acceptable to Safety Shot, acting reasonablyconsultation with GWRI, pursuant to section 291 of the BCBCA and BCBCA, prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (a) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Arrangement Meeting and for the manner in which such notice is to be provided; (b) that the requisite approval for the Arrangement Resolution shall be (i) not less than 662/3% two-thirds of the votes cast on the Arrangement Resolution by Yerbaé Shareholders entitled to vote and present in person or represented by proxy at the Yerbaé Meeting voting together as a single class; Arrangement Meeting, each Common Share entitling the holder thereof to one vote on the Arrangement Resolution, and (ii) if required under Applicable Law, a simple majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Arrangement Meeting, voting in accordance with Part 8 excluding the votes cast by Shareholders that are required to be excluded pursuant to Section 8.1(2) of MI Multilateral Instrument 61-101; and 101 Protection of Minority Security Holders in Special Transactions, each Common Share entitling the holder thereof to one vote on the Arrangement Resolution (iii) any other shareholder approvals required by the TSXV“Requisite GWRC Shareholder Approval”); (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions and restrictions of GWRC’s constating documents as in effect as of the constating documents of Yerbaédate hereof, including quorum requirements and all other matters, shall apply in respect of the Yerbaé Arrangement Meeting; (gd) for the grant of the Dissent Rights to registered holders of Yerbaé Common Shares as set forth in respect of the Plan of ArrangementArrangement Resolution; (he) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Arrangement Meeting may be adjourned or postponed from time to time by GWRC (subject to the terms of this Agreement) without the need for additional approval of the Court; (g) confirmation of the record date for the purposes of determining the Shareholders entitled to receive material and vote at the Arrangement Meeting in accordance with the Interim Order; and (ih) that the record date for such other matters as Safety Shot may reasonably require, subject Shareholders entitled to obtaining notice of and to vote at the prior consent Arrangement Meeting will not change in respect of Yerbaé, such consent not to be unreasonably withheld, conditioned any adjournment(s) or delayedpostponement(s) of the Arrangement Meeting.

Appears in 2 contracts

Sources: Arrangement Agreement, Arrangement Agreement (Global Water Resources, Inc.)

Interim Order. As soon as reasonably practicable following the execution of this AgreementThe application referred to in Section 2.4(a)(i) shall, but in any event no later than April 13unless FSD Pharma and Celly Nu agree otherwise, 2025, Yerbaé shall apply to the Court in include a manner acceptable to Safety Shot, acting reasonably, pursuant to the BCBCA and prepare, file and diligently pursue an application to the Court of request that the Interim Order, which shall Order provide, among other things: (a) that the securities of FSD Pharma for the class which holders shall be entitled to receive notice of Persons to whom notice is to be provided in respect of and vote on the Arrangement Resolution at the Meeting shall be the holders of Class B Shares, Class A Shares and the Yerbaé Meeting and for the manner in which such notice is to be providedFSD Pharma Distribution Warrants; (b) that the requisite approval for a record date, for the Arrangement Resolution shall be (i) not less than 662/3% purposes of determining the votes cast on the Arrangement Resolution by Yerbaé Shareholders FSD Pharma Securityholders entitled to receive notice of and vote and present in person or by proxy at the Yerbaé Meeting voting together as a single class; (ii) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Meeting, voting in accordance with Part 8 of MI 61-101; and (iii) any other shareholder approvals required by the TSXV; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement FSD Pharma without the need for additional approval of by the Court; (ed) that that, except as required by ▇▇▇ or subsequently ordered by the Court, the record date date, for Yerbaé Shareholders the FSD Pharma Securityholders entitled to receive notice of and to vote at the Yerbaé Meeting will not change in respect of or as a consequence of any adjournment(s) adjournment or postponements postponement of the Yerbaé Meeting; (e) the FSD Pharma Securityholders shall be entitled to vote on the Arrangement Resolution, with each FSD Pharma Securityholder being entitled to one vote for each Class B Share held by such holder, 276,660 votes for each Class A Share held by such holder, and one vote for each FSD Pharma Distribution Warrant held by such holder, and provided that the holders of Class B Shares and FSD Pharma Distribution Warrants will vote together as a class, and the holders of Class A Shares will vote separately as a class, in each case such vote to be conducted by ballot; (f) thatthe requisite majority for the approval of the Arrangement Resolution shall be two- thirds of the votes cast by the holders of (i) Class B Shares and FSD Pharma Distribution Warrants, voting together as a class, and (ii) Class Shares, voting separately as a class, and in each case present in person or by proxy at the Meeting; (g) that in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the FSD Pharma's constating documents of Yerbaédocuments, including quorum requirements with respect to meeting of FSD Pharma Securityholders and other matters, shall apply in with respect of to the Yerbaé Meeting; (gh) for the grant of the Dissent Rights to the FSD Pharma Shareholders who are registered holders of Yerbaé Class A Shares or Class B Shares, as set forth in the Plan of Arrangement; (hi) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and (ij) for such other matters as Safety Shot FSD Pharma may reasonably require, subject to obtaining the prior consent of YerbaéCelly Nu, such consent not to be unreasonably withheldconditioned, conditioned withheld or delayed, and subject to the approval of the Court.

Appears in 2 contracts

Sources: Arrangement Agreement (FSD Pharma Inc.), Arrangement Agreement

Interim Order. As soon as reasonably practicable following the execution of this Agreementdate hereof, but in any event no not later than April 1330, 20252014, Yerbaé or such other date as the Purchaser Parties and Osisko may agree, Osisko and New Osisko shall apply to the Court in a manner acceptable to Safety Shot, acting reasonablyCourt, pursuant to section 192(3) of the BCBCA CBCA and prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provideOrder providing, among other things: (a) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Meeting and for the manner in which such notice is to be provided; (b) for confirmation of the record date for the Meeting; (c) that the securities of Osisko for which holders shall be entitled to vote on the Arrangement Resolution shall be the Osisko Shares and Options; (d) that Osisko Shareholders and the holders of Options shall be entitled to vote on the Arrangement Resolution, with each Osisko Shareholder and each holder of Options being entitled to one vote for each Osisko Share and each Option held by such holder; (e) that the requisite approval for the Arrangement Resolution shall be be: (i) not less than at least 662/3% of the votes cast on the Arrangement Resolution by Yerbaé Shareholders entitled to vote the holders of Osisko Shares and holders of Options, voting as a single class, present in person or represented by proxy at the Yerbaé Meeting voting together as a single class; Meeting; (ii) at least 662/3 % of the votes cast on the Arrangement Resolution by the holders of Osisko Shares present in person or represented by proxy at the Meeting; and (iii) if required under Applicable Lawrequired, a simple majority of the votes cast on the Arrangement Resolution by Yerbaé Osisko Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Meeting, voting Meeting (excluding Osisko Shares held by certain “related parties” and “interested parties” (as such terms are defined in MI 61-101) in accordance with Part 8 the requirements of MI 61-101; and (iii) any other shareholder approvals required by the TSXV; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting101); (f) that, in all other respects, other than as ordered by the Court, the terms, terms and conditions and restrictions of the Osisko’s constating documents of Yerbaédocuments, including quorum requirements and all other matters, shall apply in respect of the Yerbaé Meeting; (g) that Yamana, Agnico Eagle and Osisko intend to rely upon the exemption from registration provided by section 3(a)(10) of the 1933 Act in connection with: (i) the issuance of Yamana Shares; (ii) the issuance of Agnico Eagle Shares; and (iii) the issuance of New Osisko Shares, each to be issued in exchange for securities as contemplated by the Arrangement, subject to and conditioned upon the Court’s determination following a hearing that the Arrangement is fair and reasonable to Osisko Shareholders; (h) for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth contemplated in the Plan of Arrangement; (hi) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (j) that the Meeting may be adjourned or postponed from time to time by Osisko without the need for any additional approval of the Court; (k) that the record date for Osisko Shareholders entitled to notice of, and to vote at, the Meeting will not change in respect of any adjournment of the Meeting; and (il) for such other matters as Safety Shot any of the Purchaser Parties may reasonably require, subject to obtaining the prior consent of YerbaéOsisko, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Appears in 2 contracts

Sources: Arrangement Agreement (Agnico Eagle Mines LTD), Arrangement Agreement (Yamana Gold Inc.)

Interim Order. As soon as reasonably practicable following the execution of this Agreement, but and in any event no later than April 13in sufficient time to hold the Pubco Meeting in accordance with Section 2.3, 2025, Yerbaé Pubco shall apply to the Court in a manner and on terms acceptable to Safety ShotVerano, acting reasonably, pursuant to the BCBCA and prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Meeting Pubco Meeting, and for the manner in which such notice is to be provided; (b) for calling and holding the Pubco Meeting and the confirmation of the record date for the purposes of determining the holders of Pubco Shares entitled to receive materials for and vote at the Pubco Meeting referred to in Section 2.3(a); (c) that the requisite approval for the Pubco Arrangement Resolution (the “Pubco Shareholder Approval”) shall be be: (i) not less than 662/366 2/3% of the votes cast on the Pubco Arrangement Resolution by Yerbaé Pubco Shareholders entitled to vote and present in person or by proxy at the Yerbaé Meeting voting together as a single class; Pubco Meeting; and (ii) if required under Applicable Law, a simple majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose minority shareholders of such vote) entitled to vote Pubco, as contemplated by OSC Rule 56-501 and present in person or represented by proxy at the Yerbaé Meeting, voting in accordance with Part 8 12 of MI 61NI 41-101; and (iii) any other shareholder approvals required by the TSXV; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement101; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f) that, in all other respects, other than as ordered unless varied by the CourtInterim Order, the terms, conditions and restrictions of the constating documents of YerbaéPubco’s Governing Documents, including quorum requirements and other matters, shall apply in respect of the Yerbaé Pubco Meeting; (ge) for the grant of the certain Pubco Dissent Rights to registered holders of Yerbaé Shares Pubco Shareholders as set forth contemplated in the Plan of Arrangement; (f) that the Pubco Meeting may be adjourned from time to time by Pubco, subject to the terms of this Agreement, without the need for additional approval of the Court; (g) that the record date for Pubco Shareholders entitled to notice of and to vote at the Pubco Meeting will not change in respect of any adjournment(s) of the Pubco Meeting, except such change as may be required by applicable Law; (h) that it is the Parties’ intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act in accordance with Section 2.11; (i) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and (ij) for such other matters as Safety Shot the Parties may reasonably require, subject to obtaining the prior consent of Yerbaéthe Transacting Parties, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Appears in 2 contracts

Sources: Arrangement Agreement (Verano Holdings Corp.), Arrangement Agreement (Verano Holdings Corp.)

Interim Order. As soon promptly as reasonably practicable following the execution of this AgreementAgreement so as to permit the Unitholder Meeting to be held within the time set forth in Section 2.3(a), but in any event no later than April 13, 2025, Yerbaé the REIT and ArrangementCo shall apply to the Court in a manner acceptable to Safety Shotboth the REIT and the Purchaser, acting reasonably, pursuant to section 192 of the BCBCA and CBCA and, in cooperation with the Purchaser, prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (a) for the class classes of Persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Unitholder Meeting and for the manner in which such notice is to be provided; (b) that the requisite approval for the Arrangement Resolution (the “REIT Unitholder Approval”) shall be be: (i) not less more than 662/3% 66⅔% of the votes cast on the Arrangement Resolution by Yerbaé Shareholders entitled to vote and the REIT Unitholders present in person or represented by proxy at the Yerbaé Unitholder Meeting voting together as a single class; and, (ii) if required under Applicable Lawif, and to the extent, required, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and REIT Unitholders present in person or represented by proxy at the Yerbaé Meeting, voting Unitholder Meeting excluding for this purpose votes attached to REIT Units held by Persons described in accordance with Part 8 items (a) through (d) of section 8.1(2) of MI 61-101; and (iii) any other shareholder approvals required by the TSXV101; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Unitholder Meeting may be adjourned or postponed from time to time by the Yerbaé REIT Board subject to the terms of this Agreement without the need for additional approval of the Court; (ed) that the record date for Yerbaé Shareholders REIT Unitholders entitled to notice of and to vote at the Yerbaé Unitholder Meeting will not change in respect of any adjournment(s) or postponements postponement(s) of the Yerbaé Unitholder Meeting; (fe) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents Declaration of YerbaéTrust, including quorum requirements and other matters, shall apply in respect of the Yerbaé Unitholder Meeting; (gf) for the grant of the Dissent Rights to registered holders of Yerbaé Shares the REIT Units as set forth in the Plan of Arrangement; (hg) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and (ih) for such other matters as Safety Shot the Purchaser or the REIT may reasonably require, subject to obtaining the prior consent of Yerbaéthe other Party, such consent not to be unreasonably withheld, conditioned or delayed.

Appears in 1 contract

Sources: Arrangement Agreement

Interim Order. As soon as reasonably practicable following the execution of this Agreement, but in any event no later than April 13, 2025, Yerbaé shall apply to the Court in a manner acceptable to Safety Shot, acting reasonably, pursuant to the BCBCA and prepare, file and diligently pursue an application to the Court of the The Interim Order, which shall Order sought by Orex will provide, among other things: (a) for that the class only securities of Persons Orex which will be entitled to whom notice is to be provided in respect of vote on the Arrangement Resolution will be the Orex Shares, Orex Options and the Yerbaé Meeting and for the manner in which such notice is to be providedOrex Warrants; (b) that the record date for the Meeting will be the date determined by the Orex Board; (c) that each Orex Shareholder will be entitled to one vote for each Orex Share held; (d) that each Orex Optionholder will be entitled to one vote for each Orex Share such Orex Optionholder would be entitled to receive upon valid exercise of the Orex Options held by such Orex Optionholder as of the record date of the Meeting; (e) that each Orex Warrantholder will be entitled to one vote for each Orex Share such Orex Warrantholder would be entitled to receive upon valid exercise of the Orex Warrants held by such Orex Warrantholder as of the record date of the Meeting; (f) that the requisite approval majorities for the passing of the Arrangement Resolution shall be will be: (i) not less than 662/3% at least two-thirds (66 2/3%) of the votes cast on the Arrangement Resolution by Yerbaé the registered Orex Shareholders entitled to vote and Orex Optionholders present in person or represented by proxy at the Yerbaé Meeting Meeting, voting together as a single class; class; and (ii) if required under Applicable Law, a majority at least two-thirds (66 2/3%) of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and Orex Warrantholders present in person or represented by proxy at the Yerbaé Meeting, voting in accordance with Part 8 of MI 61-101; and (iii) any other shareholder approvals required by the TSXVas a single class; (cg) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the Orex's constating documents of Yerbaédocuments, including quorum requirements and other matters, shall will apply in respect of the Yerbaé Meeting; (gh) for that the grant of the Orex Securityholders will be granted Dissent Rights to registered holders of Yerbaé Shares as set forth in the Plan of ArrangementRights; (hi) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (j) that the Meeting may be postponed or adjourned from time to time by the Orex Board, subject to the terms of this Agreement, without the need for additional approval of the Court; (k) that it is Orex's intention to rely upon the exemption from registration provided by Section 3(a)(10) of the 1933 Act with respect to the New Common Shares, Spinco Shares, New Orex Options, Spinco Options, New Orex Warrants and Spinco Warrants to be issued, distributed and exchanged, as applicable, pursuant to the Arrangement, based on the Court's approval of the Arrangement; and (il) for such other matters as Safety Shot Orex may reasonably require, subject to obtaining the prior consent of Yerbaé, such consent not to be unreasonably withheld, conditioned or delayed.

Appears in 1 contract

Sources: Arrangement Agreement

Interim Order. (1) As soon as reasonably practicable following after the execution of this Agreement, date hereof but in any event no later than April 13in sufficient time to permit the Aphria Meeting to be convened in accordance with Section 2.3(1), 2025Aphria covenants that it will, Yerbaé shall apply to the Court in a manner acceptable to Safety ShotTilray, acting reasonably, pursuant to in accordance with the BCBCA and provisions of the OBCA, prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (ai) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Aphria Meeting and for the manner in which such notice is to be provided; (bii) that the record date for Aphria Shareholders entitled to notice of and to vote at the Aphria Meeting need not change in respect of any adjournment(s) or postponement(s) of the Aphria Meeting or any other change, unless required by Law; (iii) that the requisite approval for the Arrangement Resolution shall be (i) not less than 662/3% of the votes cast on the Arrangement Resolution by Yerbaé Shareholders entitled to vote and holders of Aphria Shares, present in person or by proxy at the Yerbaé Meeting voting together as a single class; (ii) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person Person or represented by proxy at the Yerbaé Meeting, voting in accordance with Part 8 of MI 61-101; and (iii) any other shareholder approvals required by the TSXV; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Aphria Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents of Yerbaé, including quorum requirements and other matters, shall apply in respect of the Yerbaé Meeting; (giv) for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth in the Plan of Arrangement; (hv) for the notice requirements with respect to the presentation of the application to the Court for the Final Order, including a requirement that any respondent provide notice to Tilray; (vi) that the Aphria Meeting may be adjourned or postponed from time to time by management of Aphria, subject to the terms of this Agreement, without the need for additional approval of the Court and without the necessity of first convening the Aphria Meeting or first obtaining any vote of the Aphria Shareholders respecting the adjournment or postponement, and notice of any such adjournment or postponement shall be given by such method as the Aphria Board may determine is appropriate in the circumstances; (vii) that the Aphria Meeting may be held in-person or be a virtual meeting or hybrid meeting whereby Aphria Shareholders may join virtually; (viii) that in all other respects, the terms, conditions and restrictions of Aphria's constating documents, including quorum requirements and other matters shall apply with respect to the Aphria Meeting; and (iix) for such other matters as Safety Shot may reasonably require, subject to obtaining the prior consent of Yerbaé, Aphria (such consent not to be unreasonably withheld, conditioned withheld or delayed), shall also include a request that the Interim Order provide for such other matters as Tilray may reasonably require. (2) In seeking the Interim Order, Aphria shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Consideration Shares, Replacement DSUs, Replacement RSUs, Replacement Options and Replacement Warrants to be issued pursuant to the Arrangement based upon and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to holders of Aphria Shares, Aphria RSUs, Aphria DSUs, Aphria Options and Aphria Warrants, as applicable, to whom such securities will be issued by Tilray pursuant to the Arrangement, following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Appears in 1 contract

Sources: Arrangement Agreement (Aphria Inc.)

Interim Order. As Subject to the terms of this Agreement, as soon as reasonably practicable following the execution of this Agreement, but in any event no later than April 13within 20 Business Days after the date hereof, 2025, Yerbaé Wedge shall apply for the Interim Order pursuant to Section 291 of the Court BCABC in a manner acceptable to Safety Shotthe Corporation, acting reasonably, pursuant to and, in cooperation with the BCBCA and Corporation, prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (a) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Wedge Meeting and for the manner in which such notice is to be provided; (b) for the fixing of the record date for the Wedge Meeting and that the record date will not change in respect of any adjourned Wedge Meeting; (c) that the requisite approval for the Arrangement Resolution shall be (i) not less than 662/3% at least two-thirds of the votes cast on by the Arrangement Resolution by Yerbaé Wedge Shareholders entitled to vote and present in person or by proxy at the Yerbaé Meeting voting together as a single class; (ii) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Wedge Meeting, voting by class, (ii) at least a simple majority of the votes cast by the Wedge Shareholders present in accordance with Part 8 person or represented by proxy at the Meeting, excluding Wedge Shares beneficially owned or over which control or direction is exercised by the Corporation or its affiliates or any other “interested parties” and certain of their “related parties” and “joint actors”, if any (within the meaning of, and as provided by, Section 8.1 of MI 61-101; and 61- 101), (iii) any other shareholder approvals required at least a majority in number of the holders of Wedge Notes and at least ¾ in value of the principal amount owing under the Wedge Notes present in person or represented by proxy at the Meeting; and (iv) at least two-thirds of the votes cast by the TSXV; Wedge Securityholders (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based voting together as a single class on the Court’s basis of one vote per Wedge Share, one vote per Wedge Option (vested or unvested), one vote per Wedge Warrant, and one vote for each Wedge Share into which the Wedge Notes are convertible (it being acknowledged and agreed that the Wedge Notes will vote on an “as converted” basis, notwithstanding that they may not have been converted into Wedge Shares as at the Wedge Meeting record date)) present in person or represented by proxy at the Wedge Meeting (such approval of described in this Section, the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement“Required Vote”); (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f) that, in all other material respects, other than as ordered by the Court, the terms, conditions and restrictions of the Wedge’s constating documents of Yerbaédocuments, including quorum requirements and all other matters, matters and the ruling and direction of the chair of the Wedge Meeting in accordance with the BCABC shall apply in respect of the Yerbaé Wedge Meeting; (ge) for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth in the Plan of ArrangementRights; (hf) for the notice requirements with respect to the presentation of the application to the Court for the Final OrderOrder required to implement the Plan of Arrangement; (g) that the Wedge Meeting may be adjourned or postponed from time to time by Wedge (with the prior written consent of the Corporation) without the need for additional approval of the Court; (h) that the record date for Wedge Securityholders entitled to notice of and to vote at the Wedge Meeting will not change as a result of any adjournment(s) of the Wedge Meeting; (i) that each Securityholder will have the right to appear before the Court at the hearing of the application for the Final Order provided they file a response to petition with the Court and deliver a copy of the filed response to the petition together with copies of any affidavit materials and other materials on which the person intends to rely at the hearing of the application for the Final Order to legal counsel for Wedge, Gowling ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, LLP, Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇, at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇. Box 2248, Suite 1020, Kitchener, ON N2H 6M2 on or before 4:00 pm (Eastern Time) on the fourth Business Day prior to the date of the Wedge Meeting; (j) that the Final Order will expressly state that the Arrangement is fair and reasonable; and (ik) for such other matters as Safety Shot the Corporation or Wedge (with the prior written consent of the other) may reasonably require, subject to obtaining the prior consent of Yerbaé, such consent not to be unreasonably withheld, conditioned or delayed.

Appears in 1 contract

Sources: Arrangement Agreement

Interim Order. As (a) Novamind shall apply to the Court pursuant to Section 192 of the CBCA and in a manner acceptable to Numinus, acting reasonably, as soon as reasonably practicable following the execution of this Agreement, but and in any event no later than April 13in time to hold the Novamind Meeting in accordance with Section 2.3, 2025, Yerbaé shall apply to the Court in a manner acceptable to Safety Shot, acting reasonably, pursuant to the BCBCA and prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (ai) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Novamind Meeting and for the manner in which such notice is to be provided; (bii) for confirmation of the record date for the Novamind Meeting (which date shall be fixed by Novamind in consultation with Numinus); (iii) that the requisite approval (the “Novamind Arrangement Approval”) for the Novamind Arrangement Resolution Resolutions shall be the affirmative vote of: (iA) not less than 662/3% at least 66⅔% of the votes cast on the Novamind Arrangement Resolution Resolutions by Yerbaé Novamind Shareholders entitled to vote and present in person or by proxy at the Yerbaé Meeting voting together as a single class; (ii) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Novamind Meeting, voting ; and (B) a majority of the votes cast on the Novamind Arrangement Resolutions by Novamind Shareholders present in accordance with Part 8 person or represented by proxy at the Novamind Meeting excluding for this purpose votes attached to the Novamind Shares held by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101; and (iii) any other shareholder approvals required by the TSXV101, if required; (civ) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the Novamind’s constating documents of Yerbaédocuments, including quorum requirements and other matters, shall apply in respect of the Yerbaé Novamind Meeting; (gv) for the grant of the Dissent Rights only to registered holders of Yerbaé Shares as set forth in the Plan of ArrangementNovamind Shareholders; (hvi) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (vii) that the Novamind Meeting may be adjourned or postponed from time to time by the Novamind Board, subject to the terms of this Agreement, without the need for additional approval of the Court; (viii) that the record date for Novamind Shareholders entitled to notice of and to vote at the Novamind Meeting will not change in respect of any adjournment(s) or postponement(s) of the Novamind Meeting, unless required by applicable Laws; (ix) that the deadline for the submission of proxies by Novamind Shareholders for the Novamind Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Vancouver, British Columbia) prior to the Novamind Meeting, subject to waiver by Novamind in accordance with the terms of this Agreement; (x) that it is Numinus’ intention to rely upon the Section 3(a)(10) Exemption to issue, based on the Court’s approval of the Arrangement and in accordance with the Plan of Arrangement, the Share Consideration and Replacement Options to Novamind Securityholders who are resident in the United States or U.S. Persons in exchange for Novamind Shares without registration under the 1933 Act; and (ixi) for such other matters as Safety Shot Numinus may reasonably require, subject to obtaining the prior consent of YerbaéNovamind, such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned. (b) The application and motion materials, including affidavit materials, draft orders and any amendments thereto for the applications referred to in this Section 2.2 shall be in a form satisfactory to the Parties acting reasonably.

Appears in 1 contract

Sources: Arrangement Agreement

Interim Order. As HighGold shall, as soon as reasonably practicable following the execution date of this Agreement, but and in any event no later than April 13in sufficient time to file, 2025furnish and mail the HighGold Circular in accordance with Section 2.5, Yerbaé shall apply to the Court in a manner acceptable to Safety ShotContango, acting reasonably, pursuant to subsection 291 of the BCBCA and and, in cooperation with Contango, prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (a) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé HighGold Meeting and for the manner in which such notice is to be provided; (b) for confirmation of the record date for the purposes of determining the Affected Securityholders entitled to vote at the HighGold Meeting (which date shall be fixed and filed by HighGold in consultation with Contango, acting reasonably) and that such record date will not change in respect of any adjournment(s) or postponement(s) of the HighGold Meeting; (c) that the requisite approval for the Arrangement HighGold Resolution shall be be: (i) not less than 662/3% 66⅔% of the votes cast on the Arrangement HighGold Resolution by Yerbaé the HighGold Shareholders entitled to vote and present in person or by proxy at the Yerbaé Meeting voting together as a single class; (ii) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé HighGold Meeting, voting in accordance with Part 8 each HighGold Share entitling a HighGold Shareholder to one vote; and (ii) 66⅔% of MI 61-101; and (iii) any other shareholder approvals required the votes cast on the HighGold Resolution by the TSXV; (c) that it is Affected Securityholders present in person or represented by proxy at the intention HighGold Meeting voting together as members of Safety Shot a single class, with each Affected Security entitling an Affected Securityholder to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangementone vote; (d) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions of HighGold’s constating documents, including quorum requirements and all other matters, shall apply in respect of the HighGold Meeting; (e) for the grant of Dissent Rights to those HighGold Shareholders who are registered holders of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ as of the record date of the HighGold Meeting; (f) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (g) that the Yerbaé HighGold Meeting may be adjourned or postponed from time to time by the Yerbaé HighGold Board subject to the terms of this Agreement without the need for additional approval of the Court; (eh) that each Affected Securityholder will have the record date for Yerbaé Shareholders entitled right to notice of and to vote appear before the Court at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents of Yerbaé, including quorum requirements and other matters, shall apply in respect of the Yerbaé Meeting; (g) for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth in the Plan of Arrangement; (h) for the notice requirements with respect to the presentation hearing of the application to the Court for the Final Order so long as they enter an appearance within a reasonable time and are in accordance with the procedures set out in the Interim Order; and; (i) that the deadline for such other matters as Safety Shot may reasonably requirethe submission of proxies by Affected Securityholders for the HighGold Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Vancouver, British Columbia) prior to the HighGold Meeting, subject to obtaining waiver by HighGold in accordance with the prior consent terms of Yerbaé, such consent not this Agreement; (j) that it is the Parties’ intention to be unreasonably withheld, conditioned or delayed.rely on the Section 3(a)

Appears in 1 contract

Sources: Arrangement Agreement (Contango ORE, Inc.)

Interim Order. As soon as reasonably practicable following the execution of this Agreement, but an SEC Clearance Event and in any event no later than April 13in sufficient time to hold the CRH Meeting in accordance with Section 2.3, 2025, Yerbaé CRH shall apply to the Court in a manner acceptable to Safety Shotthe Purchaser, acting reasonably, pursuant to the BCBCA and prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (a) : for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé CRH Meeting and for the manner in which such notice is to be provided; for confirmation of the record date for the CRH Meeting; (b) that the requisite approval for the Arrangement Resolution shall be (i) not less than 662/366 2/3% of the votes cast on the Arrangement Resolution by Yerbaé the CRH Shareholders entitled to vote and present in person Person or by proxy at the Yerbaé CRH Meeting voting together as a single class; (“CRH Shareholder Approval”); and (ii) if required under Applicable Law, a majority 66 2/3% of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for all of the purpose of such vote) entitled to vote CRH Shareholders, CRH Optionholders and CRH RSU Holders present in person Person or represented by proxy at the Yerbaé MeetingCRH Meeting voting as a single class (such that any CRH Shareholder, voting in accordance with Part 8 of MI 61-101; CRH Optionholder and (iii) any other shareholder approvals required by the TSXV; (c) that it CRH RSU Holder is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of one vote for each CRH Share, CRH Option and to vote at CRH RSU held) (the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f) “CRH Securityholder Approval”); that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents of YerbaéCRH Constating Documents, including quorum requirements and other matters, shall apply in respect of the Yerbaé CRH Meeting; (g) ; for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth contemplated in the Plan of Arrangement; (h) ; for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and (ithat the CRH Meeting may be adjourned or postponed from time to time by CRH in accordance with the terms of this Agreement, or otherwise agreed to by the Parties, without the need for additional approval of the Court; that the record date for CRH Securityholders entitled to notice of and to vote at the CRH Meeting will not change in respect of any adjournment(s) or postponement of the CRH Meeting; and for such other matters as Safety Shot either the Purchaser or CRH may reasonably require, subject to obtaining the prior consent of Yerbaéthe other, such consent not to be unreasonably withheld, conditioned withheld or delayed. In the application for the Interim Order referred to in this Section 2.2, CRH shall inform the Court that the Parties intend to rely on the exemption provided by Section 3(a)(10) of the U.S. Securities Act (the “Section 3(a)(10) Exemption”) for the issuance of Replacement Options and Replacement RSUs pursuant to the Arrangement and that, in connection therewith, the Court will be required to approve the substantive and procedural fairness of the terms and conditions of the Arrangement to each Person to whom Replacement Options and/or Replacement RSUs will be issued. Each Person to whom Replacement Options and/or Replacement RSUs will be issued on completion of the Arrangement will be given adequate notice in accordance with the Interim Order advising them of their right to attend and appear before the Court at the hearing of the Court for the Final Order and providing them with adequate information to enable such Person to exercise such right.

Appears in 1 contract

Sources: Arrangement Agreement

Interim Order. As The Company agrees that as soon as reasonably practicable following after the execution of this Agreementdate hereof, but and in any event no later than April 13[•], 20252017, Yerbaé the Company shall apply to the Court apply, in a manner acceptable to Safety Shotthe Purchaser, acting reasonably, pursuant to Division 5 of Part 9 of the BCBCA and and, in cooperation with the Purchaser, prepare, file and diligently pursue an application to the Court of for the Interim Order, the terms of which are acceptable to the Purchaser, acting reasonably, which shall provide, among other things: (ai) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Company Meeting and for the manner in which such notice is to be provided; (bii) for confirmation of the record date in respect of the Company Meeting referred to in Section 2.3(2); (iii) that the requisite requisiterequired level of approval for the Arrangement Resolution shall be be(the “Requisite Securityholder Approval”) taken at the Company Meeting will be: (iA)a) not less than 662/3% at least two-thirds of the votes cast on the Arrangement Resolution by Yerbaé the by Shareholders entitled to vote and present in person or by proxy at the Yerbaé Meeting voting together as a single class; (ii) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Meeting, voting in accordance with Part 8 of MI 61-101; Company Meeting (the “Requisite Shareholder Approval”); and (iiiB) any such other shareholder approvals approval, if any, as is required by the TSXV; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders byand entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(sCompany Meeting, voting together as a single class; (b) or postponements at least two-thirds of the Yerbaé votes cast by Securityholders present in person or represented by proxy and entitled to vote at the Company Meeting, voting together as a single class; and (c) a simple majority of the votes cast in person or by proxy on the Arrangement Resolution by Shareholders (excluding any votes cast by certain Shareholders that are required to be excluded pursuant to MI 61-101); (fiv) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions and restrictions of the constating documents of YerbaéCompany’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Yerbaé Company Meeting; (gv) for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth in the Plan of ArrangementRights; (hvi) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (vii) that the Company Meeting may be adjourned or postponed in accordance with the terms of this Agreement from time to time by the Company without the need for additional approval of the Court; and (iviii) that the record date for such other matters as Safety Shot may reasonably requireShareholders entitled to vote at the Company Meeting shall not change in respect of any adjournment(s) or postponement(s) of the Company Meeting, subject to obtaining the prior consent of Yerbaé, such consent not to be unreasonably withheld, conditioned or delayedunless required by Law.

Appears in 1 contract

Sources: Arrangement Agreement (Privet Fund LP)

Interim Order. (1) As soon as reasonably practicable following after the execution date of this Agreement, but in any event no later than April 13at a time so as to permit the Company Meeting to be held on or before the date specified in Section 2.3(a), 2025and the Purchaser Meeting to be held on or before the date specified in Section 2.5(1), Yerbaé the Company shall apply to the Court in a manner reasonably acceptable to Safety Shot, acting reasonably, the Purchaser pursuant to Section 291(b) of the BCBCA and and, in cooperation with the Purchaser, prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall must provide, among other things: (a) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Company Meeting and for the manner in which such notice is to be provided; (b) that the requisite required level of approval (the “Required Company Shareholder Approval”) for the Arrangement Resolution shall be not less than (i) not less than 662/366 2/3% of the votes cast on the Arrangement Resolution by Yerbaé Shareholders entitled to vote and holders of Company Subordinate Voting Shares present in person or represented by proxy and entitled to vote at the Yerbaé Meeting Company Meeting, voting together separately as a single class; class; (ii) 66 2/3% of the votes cast on the Arrangement Resolution by holders of Company Proportionate Voting Shares present in person or represented by proxy and entitled to vote at the Company Meeting, voting separately as a class; (iii) 66 2/3% of the votes cast on the Arrangement Resolution by holders of Company Multiple Voting Shares present in person or represented by proxy and entitled to vote at the Company Meeting, voting separately as a class; and (iv) if required under Applicable by applicable Law, a simple majority of the votes cast on the Arrangement Resolution excluding the votes for Company Shares held by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote “related parties” and present in person or represented by proxy at the Yerbaé Meeting, voting in accordance with Part 8 of “interested parties” as defined under MI 61-101; and (iii) any other shareholder approvals required by the TSXV101; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions and restrictions of the constating documents Company’s Constating Documents relating to the holding of Yerbaéa meeting of Company Shareholders, including quorum requirements and all other matters, shall shall, unless varied by the Interim Order, apply in respect of the Yerbaé Company Meeting; (gd) for the grant of the Dissent Rights to those Company Shareholders who are registered holders of Yerbaé Shares as set forth in the Plan of ArrangementCompany Shareholders; (he) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (g) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (h) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by Securities Laws; and (i) for such other matters as Safety Shot the Purchaser may reasonably require, subject to obtaining the prior consent of Yerbaéthe Company, such consent not to be unreasonably withheld, conditioned withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Arrangement Issued Securities to be issued pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to holders of Company Securities to whom will be issued Arrangement Issued Securities pursuant to the Arrangement (such Company Securities, the “Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Appears in 1 contract

Sources: Arrangement Agreement

Interim Order. As soon as reasonably practicable following the execution of this AgreementThe application referred to in Section 2.4(a)(i) shall, but in any event no later than April 13unless FSD Pharma and Celly Nu agree otherwise, 2025, Yerbaé shall apply to the Court in include a manner acceptable to Safety Shot, acting reasonably, pursuant to the BCBCA and prepare, file and diligently pursue an application to the Court of request that the Interim Order, which shall Order provide, among other things: (a) that the securities of FSD Pharma for the class which holders shall be entitled to receive notice of Persons to whom notice is to be provided in respect of and vote on the Arrangement Resolution at the Meeting shall be the holders of Class B Shares, Class A Shares and the Yerbaé Meeting and for the manner in which such notice is to be providedFSD Pharma Distribution Warrants; (b) that the requisite approval for a record date, for the Arrangement Resolution shall be (i) not less than 662/3% purposes of determining the votes cast on the Arrangement Resolution by Yerbaé Shareholders FSD Pharma Securityholders entitled to receive notice of and vote and present in person or by proxy at the Yerbaé Meeting voting together as a single class; (ii) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Meeting, voting in accordance with Part 8 of MI 61-101; and (iii) any other shareholder approvals required by the TSXV; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement FSD Pharma without the need for additional approval of by the Court; (ed) that that, except as required by La▇ ▇r subsequently ordered by the Court, the record date date, for Yerbaé Shareholders the FSD Pharma Securityholders entitled to receive notice of and to vote at the Yerbaé Meeting will not change in respect of or as a consequence of any adjournment(s) adjournment or postponements postponement of the Yerbaé Meeting; (e) the FSD Pharma Securityholders shall be entitled to vote on the Arrangement Resolution, with each FSD Pharma Securityholder being entitled to one vote for each Class B Share held by such holder, 276,660 votes for each Class A Share held by such holder, and one vote for each FSD Pharma Distribution Warrant held by such holder, and provided that the holders of Class B Shares and FSD Pharma Distribution Warrants will vote together as a class, and the holders of Class A Shares will vote separately as a class, in each case such vote to be conducted by ballot; (f) thatthe requisite majority for the approval of the Arrangement Resolution shall be two- thirds of the votes cast by the holders of (i) Class B Shares and FSD Pharma Distribution Warrants, voting together as a class, and (ii) Class Shares, voting separately as a class, and in each case present in person or by proxy at the Meeting; (g) that in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the FSD Pharma's constating documents of Yerbaédocuments, including quorum requirements with respect to meeting of FSD Pharma Securityholders and other matters, shall apply in with respect of to the Yerbaé Meeting; (gh) for the grant of the Dissent Rights to the FSD Pharma Shareholders who are registered holders of Yerbaé Class A Shares or Class B Shares, as set forth in the Plan of Arrangement; (hi) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and (ij) for such other matters as Safety Shot FSD Pharma may reasonably require, subject to obtaining the prior consent of YerbaéCelly Nu, such consent not to be unreasonably withheldconditioned, conditioned withheld or delayed, and subject to the approval of the Court.

Appears in 1 contract

Sources: Arrangement Agreement (FSD Pharma Inc.)

Interim Order. As soon as reasonably practicable following the execution of this Agreement, but and in any event no later than April 13in sufficient time to hold the CNM Meeting in accordance with Section 2.3, 2025and at least three (3) business days prior to the Mailing Deadline, Yerbaé CNM shall apply to the Court in a manner acceptable to Safety ShotGCC, acting reasonably, pursuant to the BCBCA and, using all commercially reasonable efforts and in cooperation with GCC, prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé CNM Meeting and for the manner in which such notice is to be provided; (b) for confirmation of the record date for the CNM Meeting, and that the record date for CNM Shareholders entitled to notice of and to vote at the CNM Meeting will not change in respect of any adjournment(s) of the CNM Meeting; (c) that the requisite approval for the Arrangement Resolution shall be (i) not less than 662/3% 66⅔% of the votes cast on the Arrangement Resolution by Yerbaé the CNM Shareholders entitled to vote and present in person or by proxy at the Yerbaé CNM Meeting voting together as a single class; (iisuch that CNM Shareholders are entitled to one vote for each CNM Share held) and, if required by applicable securities laws, by minority shareholder approval under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Meeting, voting in accordance with Part 8 of MI 61-101; and 101 (iii) any other shareholder approvals required by the TSXV; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement"CNM Shareholder Approval"); (d) that, in all other respects, the terms, conditions and restrictions of the constating documents of CNM, including quorum requirements and other matters, shall apply in respect of the CNM Meeting; (e) for the grant of Dissent Rights to the CNM Shareholders who are registered CNM Shareholders; (f) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (g) that the Yerbaé CNM Meeting may be adjourned or postponed from time to time by the Yerbaé CNM Board subject to the terms of this Agreement without the need for additional approval of the Court; (eh) that it is GCC's intention to rely upon the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(sexemption from registration provided by Subsection 3(a)(10) or postponements of the Yerbaé Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents of Yerbaé, including quorum requirements and other matters, shall apply in respect of the Yerbaé Meeting; (g) for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth in the Plan of Arrangement; (h) for the notice requirements U.S. Securities Act with respect to the presentation issuance of the application Consideration Shares pursuant to the Court for Arrangement, based upon the Final OrderCourt's approval of the Arrangement; and (i) for such other matters as Safety Shot GCC may reasonably require, subject to obtaining the prior consent of YerbaéCNM, such consent not to be unreasonably withheld, conditioned or delayed.

Appears in 1 contract

Sources: Arrangement Agreement

Interim Order. As soon as reasonably practicable following the execution of this Agreement, but in any event no later than April 13the Company shall, 2025, Yerbaé shall apply to the Court in a manner acceptable to Safety ShotParent, acting reasonably, pursuant to Section 195 of the BCBCA and YBCA, prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Company Meeting and for the manner in which such notice is to be provided; (b) that the requisite approval for the Arrangement Resolution (the “Requisite Approval”) shall be two-thirds of: (i) not less than 662/3% of the votes cast on the Arrangement Resolution by Yerbaé the Company Shareholders entitled to vote and present in person Person or represented by proxy at the Yerbaé Company Meeting and voting together as a single class; class; and (ii) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and Company Securityholders present in person Person or represented by proxy at the Yerbaé Meeting, Company Meeting and voting in accordance with Part 8 of MI 61-101; and as a single class (iii) any other shareholder approvals required by the TSXV“Company Securityholder Approval”); (c) that it is that, in all other respects, the intention of Safety Shot to rely upon Section 3(a)(10) terms, conditions and restrictions of the U.S. Securities Act Company articles and by-laws, including quorum requirements and other matters, shall apply in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval respect of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the ArrangementCompany Meeting; (d) for the grant of Dissent Rights; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Yerbaé Company Meeting may be adjourned or postponed from time to time by the Yerbaé Company Board subject to the terms of this Agreement without the need for additional approval of the Court; (eg) that the record date for Yerbaé Company Shareholders entitled to notice of and to vote at the Yerbaé Company Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Company Meeting; (f) that, in all other respects, other than as ordered unless required by the Court, the terms, conditions and restrictions of the constating documents of Yerbaé, including quorum requirements and other matters, shall apply in respect of the Yerbaé Meeting; (g) for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth in the Plan of ArrangementSecurities Laws; (h) confirmation of the record date for the notice requirements purposes of determining the Company Shareholders entitled to receive material and vote at the Company Meeting in accordance with the Interim Order; (i) that it is Parent’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the presentation issuance of the application Parent Shares pursuant to the Court for Arrangement, based on the Final OrderCourt's approval of the Arrangement; and (ij) for such other matters as Safety Shot Parent may reasonably require, subject to obtaining the prior consent of Yerbaéthe Company, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Appears in 1 contract

Sources: Arrangement Agreement (Interoil Corp)

Interim Order. (1) As soon as reasonably practicable following after the execution of this Agreement, date hereof but in any event no later less than April 13seven Business Days after the date hereof and in sufficient time to permit the GameSquare Meeting to be convened in accordance with Section 2.3(1), 2025GameSquare covenants that it will, Yerbaé shall apply to the Court in a manner acceptable to Safety ShotEngine Gaming, acting reasonably, pursuant to in accordance with the BCBCA and provisions of the OBCA, prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé GameSquare Meeting and for the manner in which such notice is to be provided; (b) that the requisite approval for the Arrangement Resolution shall be (i) not less than 662/3% of the votes cast on the Arrangement Resolution that, except as required by Yerbaé Shareholders entitled to vote and present in person or by proxy at the Yerbaé Meeting voting together as a single class; (ii) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Meeting, voting in accordance with Part 8 of MI 61-101; and (iii) any other shareholder approvals required by the TSXV; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé GameSquare Shareholders entitled to receive notice of and to vote at the Yerbaé GameSquare Meeting will need not change in respect of any adjournment(s) or postponements postponement(s) of the Yerbaé MeetingGameSquare Meeting or any other change, unless required by Law; (fc) that, in all other respects, other than as ordered by that the Court, requisite approval for the terms, conditions and restrictions GameSquare Arrangement Resolution shall be (A) 66 2/3% of the constating documents of Yerbaé, including quorum requirements votes cast on the GameSquare Arrangement Resolution by GameSquare Shareholders present in Person or represented by proxy and other matters, shall apply in respect entitled to vote at the GameSquare Meeting and (B) a majority of the Yerbaé votes cast on the GameSquare Arrangement Resolution by GameSquare Shareholders present in Person or represented by proxy and entitled to vote at the GameSquare Meeting, excluding votes attached to the GameSquare Shares that are required to be excluded pursuant to MI 61-101; (gd) for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth in the Plan of Arrangement; (he) for the notice requirements with respect to the presentation of the application to the Court for the Final Order, including a requirement that any respondent provide notice to Engine Gaming; (f) that the GameSquare Meeting may be adjourned or postponed from time to time by the GameSquare Board, subject to the terms of this Agreement, without the need for additional approval of the Court and without the necessity of first convening the GameSquare Meeting or first obtaining any vote of the GameSquare Shareholders respecting the adjournment or postponement, and notice of any such adjournment or postponement shall be given by such method as the GameSquare Board may determine is appropriate in the circumstances; (g) that the GameSquare Meeting may be held in-person or be a virtual meeting or hybrid meeting whereby GameSquare Shareholders may join virtually; (h) that in all other respects, the terms, conditions and restrictions of GameSquare’s constating documents, including quorum requirements and other matters shall apply with respect to the GameSquare Meeting; and (i) for such other matters as Safety Shot GameSquare or Engine Gaming may reasonably require, subject to obtaining the prior consent of Yerbaé, the other Party (such consent not to be unreasonably withheld, conditioned withheld or delayed). (2) In seeking the Interim Order, GameSquare shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Consideration Shares, Replacement Warrants, Replacement Options and Replacement RSUs to be issued pursuant to the Arrangement based upon and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is substantively and procedurally fair and reasonable to GameSquare Securityholders, as applicable, to whom such securities will be issued by Engine Gaming pursuant to the Arrangement, following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Appears in 1 contract

Sources: Arrangement Agreement

Interim Order. As Harvest agrees that as soon as reasonably practicable following after the execution of this Agreementdate hereof, but in any event no later than April 13prior to November 30, 20252009, Yerbaé Harvest shall apply to the Court in a manner reasonably acceptable to Safety Shot, acting reasonably, the Purchaser pursuant to Section 193 of the BCBCA and ABCA and, in cooperation with the Purchaser, prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (a) for the class calling and the holding of Persons the Special Meeting, including the record date for determining the persons to whom notice of the Special Meeting is to be provided in respect of the Arrangement and the Yerbaé Meeting and for determining the manner in which such notice is persons entitled to be providedvote at the Special Meeting; (b) that the securities of Harvest for which holders as at the record date established for the Special Meeting shall be entitled to vote on the Special Resolution shall be the Trust Units and Rights; (c) that all Securityholders as at the record dates established for the Special Meeting shall be entitled to vote on the Special Resolution as follows: (i) each Unitholder being entitled to one vote for each Trust Unit held by them on the Special Resolution; and (ii) each Rightholder being entitled to one vote for each Right held by them on the Special Resolution. (d) that the requisite level of approval for the Arrangement Special Resolution shall be (i) not less than 662/3% at least two-thirds of the votes cast on the Arrangement Special Resolution by Yerbaé Shareholders entitled to vote those Unitholders and present in person or by proxy at the Yerbaé Meeting voting together as a single class; (ii) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and Rightholders present in person or represented by proxy and entitled to vote at the Yerbaé Special Meeting, voting in accordance with Part 8 of MI 61-101; and (iii) any other shareholder approvals required by the TSXV; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Courttogether as a single class; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions and restrictions of the constating documents of YerbaéHarvest Trust Indenture, including quorum requirements and all other matters, shall apply in respect of the Yerbaé Special Meeting; (gf) for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth in the Plan of ArrangementRights; (hg) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and (ih) for such other matters as Safety Shot that the Special Meeting may reasonably require, subject be adjourned or postponed from time to obtaining time by Harvest with the prior consent of Yerbaé, such consent not to be unreasonably withheld, conditioned or delayedthe Purchaser without the need for additional approval of the Court.

Appears in 1 contract

Sources: Arrangement Agreement (Harvest Energy Trust)

Interim Order. As soon as reasonably practicable following The application referred to in Section 2.2(c) shall, unless the execution of this AgreementCompany and the Purchaser agree otherwise, but in any event no later than April 13, 2025, Yerbaé shall apply to the Court in include a manner acceptable to Safety Shot, acting reasonably, pursuant to the BCBCA and prepare, file and diligently pursue an application to the Court of request that the Interim Order, which shall Order provide, among other things: (a) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Company Meeting and for the manner in which such notice is to be provided; (b) that the requisite approval for a record date, for the Arrangement Resolution purposes of determining the Affected Securityholders entitled to receive notice of and vote at the Company Meeting, of not later than the date of the issue of the Initial Order, which date shall be (i) not less than 662/3% of the votes cast on the Arrangement Resolution by Yerbaé Shareholders entitled to vote fixed and present in person or by proxy at the Yerbaé Meeting voting together as a single class; (ii) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Meeting, voting in accordance with Part 8 of MI 61-101; and (iii) any other shareholder approvals required published by the TSXVCompany in consultation with the Purchaser; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Company Meeting may be adjourned or postponed from time to time by the Yerbaé Board Company subject to the terms of this Agreement without the need for additional approval by the Court; (d) that the requisite approvals of the CourtArrangement Resolution will be at least: (i) 66 2⁄3% of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or by proxy at the Company Meeting; (ii) 66 2⁄3% of the votes cast on the Arrangement Resolution by the Affected Securityholders present in person or by proxy at the Company Meeting voting together as members of a single class; and (iii) 50% of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or by proxy at the Company Meeting, after excluding the votes of the Purchaser and any other persons whose votes must be excluded, all in accordance with MI 61-101, if applicable; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the Company’s constating documents of Yerbaédocuments, including quorum requirements with respect to meetings of Company Shareholders and other matters, shall apply in with respect of to the Yerbaé Company Meeting; (gf) for the grant of the Dissent Rights to the Company Shareholders who are registered holders of Yerbaé Shares Company Shares, as set forth contemplated in the Plan of Arrangement;; and (hg) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and (i) for such other matters as Safety Shot may reasonably require, subject to obtaining the prior consent of Yerbaé, the Company (such consent not to be unreasonably withheld, conditioned withheld or delayed), the Company shall also request that the Interim Order provide for such other matters as the Purchaser may reasonably require.

Appears in 1 contract

Sources: Arrangement Agreement (Us Concrete Inc)

Interim Order. As soon promptly as reasonably practicable following after the execution date of this Agreement, but Agreement and in any event no later than April 13within 15 days following the date hereof, 2025, Yerbaé XS shall apply to the Court in a manner acceptable to Safety Shot, acting reasonably, pursuant to Section 291 of the BCBCA and and, in cooperation with Purchaser, prepare, file and diligently pursue advance an application to the Court of for the Interim Order, which shall Interim Order must provide, among other things: (a) for the calling and holding of the XS Meeting for the purpose of considering, and, if deemed advisable, approving the Arrangement Resolution, including the class of Persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé XS Meeting and for the manner in which such notice is to be provided; (b) for the XS Meeting to be called, held and conducted in accordance with the provisions of the BCBCA, the notice of articles and articles of XS, applicable Laws and the Interim Order; (c) that the requisite approval for the Arrangement Resolution shall be the affirmative vote of: (i) not less than 662/366 2/3% of the votes cast on the Arrangement Resolution by Yerbaé Shareholders entitled to vote and the holders of PV Shares present in person or represented by proxy at the Yerbaé Meeting voting together as a single class; XS Meeting; (ii) if required under Applicable Law, a majority 66 2/3% of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose holders of such vote) entitled to vote and SV Shares present in person or represented by proxy at the Yerbaé XS Meeting; (iii) 66 2/3% of the votes cast on the Arrangement Resolution by all XS Securityholders present in person or represented by proxy at the XS Meeting, voting in accordance with Part 8 of together as a single class; (iv) if required by MI 61-101; and 101, a majority of the votes cast by the holders of SV Shares present in person or represented by proxy at the XS Meeting, excluding for this purpose votes attached to SV Shares held by the holders of SV Shares required to be excluded by MI 61-101; and (iiiv) any other shareholder approvals if required by the TSXV; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) MI 61-101, a majority of the U.S. Securities Act votes cast by the holders of PV Shares present in connection with person or represented by proxy at the offer and sale XS Meeting, excluding for this purpose votes attached to PV Shares held by the holders of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the ArrangementPV Shares required to be excluded by MI 61-101; (d) that for the Yerbaé Meeting may be adjourned or postponed from time grant of Dissent Rights only to time by the Yerbaé Board subject to the terms registered XS Shareholders as of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé XS Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé XS Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents of Yerbaé, including quorum requirements and other matters, shall apply in respect of the Yerbaé Meeting; (g) for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth in the Plan of Arrangement; (he) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that each XS Securityholder and any other affected Person shall have the right to appear before the Court at the hearing of the application for the Final Order so long as they enter an appearance within a reasonable time and are in accordance with the procedures set out in the Interim Order; (g) that the XS Meeting may be adjourned or postponed from time to time by XS in accordance with the terms of this Agreement or as otherwise agreed to by the Parties without the need (h) confirmation of the record date for the purposes of determining the XS Securityholders entitled to receive notice of and vote at the XS Meeting in accordance with the Interim Order and exercise Dissent Rights and that the record date will not change as a result of any adjournments or postponements of the XS Meeting; (i) that the deadline for the submission of proxies by XS Securityholders for the XS Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Vancouver, British Columbia) prior to the XS Meeting, subject to waiver by XS in accordance with the terms of this Agreement; and (ij) for such other matters as Safety Shot Purchaser or XS may reasonably requirerequire in connection with this Agreement, subject to obtaining the prior consent of YerbaéPurchaser and XS, as applicable, such consent not to be unreasonably withheld, conditioned withheld or delayed, and subject to approval of the Court.

Appears in 1 contract

Sources: Arrangement Agreement

Interim Order. As soon as reasonably practicable following the execution of this Agreement, but in any event no later than April 13September 2, 20252016, Yerbaé Whistler shall apply to the Court in a manner acceptable to Safety ShotVail, acting reasonably, pursuant to Section 291 of the BCBCA and prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Shareholder Meeting and for the manner in which such notice is to be provided; (b) that the requisite approval for the Arrangement Resolution shall be be: (i) not less than 662/3% 66⅔% of the votes cast on the Arrangement Resolution by Yerbaé Whistler Shareholders entitled to vote and present in person or by proxy at the Yerbaé Meeting voting together as a single class; (ii) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé MeetingShareholder Meeting voting together as a single class; and (ii) if, voting and to the extent, required, a simple majority of the votes cast by Whistler Shareholders present in accordance with Part 8 of person or represented by proxy at the Shareholder Meeting excluding the votes cast by Whistler Shareholders that are required to be excluded pursuant to MI 61-101; and (iii) any other shareholder approvals required by 101 for purposes of the TSXVArrangement; (c) that it is the intention of Safety Shot Vail and Exchangeco to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, Shares in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Shareholder Meeting may be adjourned or postponed from time to time by the Yerbaé Whistler Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Whistler Shareholders entitled to notice of and to vote at the Yerbaé Shareholder Meeting will not change in respect of any adjournment(s) or postponements postponement(s) of the Yerbaé Shareholder Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents of YerbaéWhistler, including quorum requirements and other matters, shall apply in respect of the Yerbaé Shareholder Meeting; (g) for the grant of the Dissent Rights to registered holders of Yerbaé Whistler Shares as set forth in the Plan of Arrangement; (h) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and (i) for such other matters as Safety Shot Vail may reasonably require, subject to obtaining the prior consent of YerbaéWhistler, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Appears in 1 contract

Sources: Arrangement Agreement (Vail Resorts Inc)

Interim Order. As soon as reasonably practicable following the execution of this Agreement, but and in any event no later than April 13in sufficient time to hold the ValGold Meeting in accordance with Section 2.3, 2025ValGold shall file, Yerbaé shall apply to the Court in a manner acceptable to Safety Shot, acting reasonably, pursuant to the BCBCA and prepare, file proceed with and diligently pursue prosecute, an application to the Court of for the Interim Order, which shall application will request that the Interim Order provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé ValGold Meeting and for the manner in which such notice is to be provided; (b) for confirmation of the record date in respect of the ValGold Meeting referred to in Section 2.3; (c) that the requisite approval for the Arrangement Resolution shall be (i) not less than 662/3% two-thirds of the votes cast on the Arrangement Resolution by Yerbaé the ValGold Shareholders entitled to vote and present in person or by proxy at the Yerbaé Meeting voting together as a single class; (ii) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé ValGold Meeting, voting together with, if required by MI 61-101, minority approval in accordance with Part 8 of MI 61-101; and 101 (iii) any other shareholder approvals required by the TSXV; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement“ValGold Shareholder Approval”); (d) that, in all other respects, the terms, restrictions and conditions of the articles of ValGold, including quorum requirements and all other matters, shall apply in respect of the ValGold Meeting; (e) for the grant of the Dissent Rights; (f) that the Yerbaé ValGold Meeting may be adjourned or postponed from time to time by the Yerbaé Board ValGold Board, subject to the terms of this Agreement Agreement, without the need for additional approval of the Court; (eg) that the record date for Yerbaé Shareholders shareholders entitled to notice of and to vote at the Yerbaé ValGold Meeting will shall not change in respect of any adjournment(s) or postponements postponement(s) of the Yerbaé ValGold Meeting; (f) that, in all other respects, other than as ordered unless required by the Court, the terms, conditions and restrictions of the constating documents of Yerbaé, including quorum requirements and other matters, shall apply in respect of the Yerbaé Meeting; (g) for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth in the Plan of Arrangement; (h) for the notice requirements with respect to the presentation of the application to the Court for the Final OrderLaw; and (ih) for such other matters as Safety Shot Metalla may reasonably require, subject to obtaining the prior consent of YerbaéValGold, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Appears in 1 contract

Sources: Arrangement Agreement (Metalla Royalty & Streaming Ltd.)

Interim Order. As soon as reasonably practicable following the execution of this Agreement, but (and in any event no later than April 13within ten (10) days) following an SEC Clearance Event, 2025the Corporation shall apply, Yerbaé shall apply to the Court in a manner reasonably acceptable to Safety Shot, acting reasonablythe Purchaser, pursuant to Section 291(2) of the BCBCA and and, in cooperation with the Purchaser, prepare, file and diligently pursue an application to for the Court Interim Order. The terms of the Interim OrderOrder shall be approved by the Purchaser, which shall acting reasonably, and must provide, among other things: (a1) for the class classes of Persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Meeting and for the manner in which such notice is to be provided; (b2) that the requisite Corporation is authorized to call and hold the Meeting to consider and, if thought advisable, pass the Arrangement Resolution; (3) to fix the record date for the purpose of determining the Shareholders and Warrant Holders entitled to receive notice of, and to vote at, the Meeting; (4) that the required level of approval for the Arrangement Resolution shall be be: (ia) not less than 662/3% 66⅔% of the votes cast on the Arrangement Resolution by Yerbaé Shareholders entitled to vote and the Shareholders, voting as a single class, present in person or represented by proxy at the Yerbaé Meeting Meeting, each being entitled to one vote per Share; (b) not less than 66⅔% of the votes cast on the Arrangement Resolution by the Shareholders and Warrant Holders, voting together as a single class; class, present in person or represented by proxy at the Meeting, each being entitled to one vote per Share and one vote per Share underlying each Warrant; and (iic) if required under Applicable LawSecurities Laws, a simple majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders and Warrant Holders (other than Yerbaé Interested Shareholders any Person required to be excluded for the purpose of such votevote under MI 61-101) entitled to vote and present in person or represented by proxy at the Yerbaé Meeting, with the holders of the Common Shares and Common Share Warrants and the Series II Shares and Series II Warrants each voting in separate class votes, each being entitled to one vote per Share and one vote per Share underlying each Warrant, voting in accordance with Part 8 of MI 61-101; and (iii) 101 or any other shareholder approvals required by the TSXVexemption therefrom; (c5) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Sharesthat, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of foregoing and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions and restrictions of the constating documents of YerbaéCorporation’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Yerbaé Meeting; (g6) for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth contemplated in the Plan of Arrangement; (h7) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (8) that the Corporation and Purchaser are authorized to make any revisions, amendments, or supplements to the Plan of Arrangement; (9) that the Meeting may be adjourned or postponed from time to time by the Corporation in accordance with the terms of this Agreement and without the need for additional approval of the Court; (10) that the record date for the Shareholders and Warrant Holders entitled to notice of and to vote at the Meeting will not change in respect of any adjournment(s) or postponement(s) of the Meeting, unless required by Law or the Court; (11) that the deadline for the submission of proxies by Shareholders and Warrant Holders shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Toronto, Ontario) prior to the Meeting, subject to waiver by the Corporation in accordance with the terms of this Agreement; (12) that upon approval by the Shareholders and Warrant Holders of the Arrangement Resolution, the Corporation will seek Court approval for the Plan of Arrangement; and (i13) for such other matters as Safety Shot may reasonably require, subject to obtaining the Purchaser or the Corporation (each with the prior written consent of Yerbaéthe other, such consent not to be unreasonably withheld, conditioned or delayed) may reasonably require.

Appears in 1 contract

Sources: Arrangement Agreement (Trillium Therapeutics Inc.)

Interim Order. As soon as reasonably practicable following the execution of this Agreementdate hereof, but and in any event no later than April 13fifteen Business Days following the SEC Resolution Date, 2025the Company shall apply, Yerbaé shall apply in a manner reasonably acceptable to the Acquiror, to the Court in a manner acceptable to Safety Shot, acting reasonably, pursuant to Section 193 of the BCBCA ABCA and, in cooperation with the Acquiror and the Parent, prepare, file and diligently pursue an application to the Court of for the Interim Order, the terms of which shall provideare acceptable to the Acquiror, acting reasonably, providing, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and for the Yerbaé Meeting and for the manner in which such notice is to be provided; (b) that the securities of the Company which their holders shall be entitled to vote on the Arrangement Resolution shall be the Common Shares; (c) that each Shareholder shall be entitled to one vote per Common Share on the Arrangement Resolution; (d) that the requisite approval for the Arrangement Resolution shall be (i) not less than 662/366-2/3% of the votes cast on the Arrangement Resolution by Yerbaé Shareholders entitled to vote and present in person or by proxy at the Yerbaé Meeting voting together as a single class; (ii) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Meeting, voting together with minority approval in accordance with Part 8 of MI 61-101; and 101 (iii) any other shareholder approvals required by the TSXV; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court“Requisite Shareholder Approval”); (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, terms and conditions and restrictions of the constating documents Company’s memorandum of Yerbaéassociation, articles of association and by-laws, including quorum requirements and all other matters, shall apply in respect of the Yerbaé Meeting; (gf) for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth in the Plan of ArrangementRights; (hg) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (h) that the Meeting may be adjourned or postponed from time to time by the Company (with the written consent of the Acquiror) without the need for any additional approval of the Court; (i) that the record date for Shareholders entitled to notice of, and to vote at, the Meeting will be a date that is as soon as reasonably practicable following the SEC Resolution Date; (j) that the record date for Shareholders entitled to vote at the Meeting shall not change in respect of any adjournment(s) or postponement(s) of the Meeting, unless required by Applicable Law; and (ik) for such other matters as Safety Shot the Acquiror may reasonably require, subject to obtaining require in connection with the prior consent of Yerbaé, such consent not to be unreasonably withheld, conditioned or delayedArrangement.

Appears in 1 contract

Sources: Arrangement Agreement (Equal Energy Ltd.)

Interim Order. As soon as reasonably practicable following after the execution date of this Agreement, but in any event no later than April 13in sufficient time to permit the Meeting to be convened in accordance with Section 2.3(1), 2025, Yerbaé the Corporation shall apply to the Court Court, in a manner and form reasonably acceptable to Safety Shotthe Purchaser Parties, acting reasonably, pursuant to the BCBCA and prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall must provide, among other things: (a1) for the class classes of Persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Meeting and for the manner in which such notice is to be provided; (b2) that the requisite required level of approval for the Arrangement Resolution shall be be: (ia) at least (and not less than 662/3more than) 66 2/3% of the votes cast on the Arrangement Resolution by Yerbaé Shareholders entitled to vote and present in person or represented by proxy at the Yerbaé Meeting voting together as a single class; Meeting, each being entitled to one vote per Share; and (iib) if required under Applicable LawSecurities Laws or the rules of a stock exchange, by a simple majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Meeting, voting excluding for this purpose any votes attached to Shares held by Persons described in accordance with Part 8 items (a) through (d) of section 8.1(2) of MI 61-101; and (iii) any other shareholder approvals required by the TSXV101; (c3) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Sharesthat, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of foregoing and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions and restrictions of the constating documents of YerbaéCorporation’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Yerbaé Meeting; (g4) for the grant of the Dissent Rights only to those Shareholders who are Shareholders as of the record date for the Meeting and who are registered holders of Yerbaé Shares Shareholders prior to the deadline for exercising Dissent Rights, as set forth contemplated in the Plan of Arrangement; (h5) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (6) that the Meeting may be adjourned or postponed from time to time by the Corporation in accordance with the terms of this Agreement or as otherwise agreed in writing by the Parties and without the need for additional approval of the Court; (7) the record date for the purposes of determining the Shareholders entitled to receive notice of and to vote at the Meeting in accordance with the Interim Order; (8) that the record date for the Shareholders entitled to notice of and to vote at the Meeting will not change in respect of any adjournment(s) or postponement(s) of the Meeting, unless required by Law or the Court; (9) that the Parties may amend, modify and/or supplement the Plan of Arrangement in accordance with the terms thereof; and (i10) for such other matters as Safety Shot may reasonably require, subject to obtaining a Party (each with the prior consent of Yerbaéthe others, such consent not to be unreasonably withheld, conditioned withheld or delayed) may reasonably require.

Appears in 1 contract

Sources: Arrangement Agreement (Haemonetics Corp)

Interim Order. As soon as reasonably practicable following the execution date of this Agreement, but BRPI shall, in any event no later than April 13, 2025, Yerbaé shall apply to consultation with the Court in a manner acceptable to Safety Shot, acting reasonablyFund Entities, pursuant to Section 182 of the BCBCA and OBCA, prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (a) 2.2.1 for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Meeting Meetings and for the manner in which such notice is to be provided; (b) that the requisite approval 2.2.2 for the Arrangement Resolution shall be (i) not less than 662/3% of the votes cast on the Arrangement Resolution by Yerbaé Shareholders entitled to vote and present in person or by proxy at the Yerbaé Meeting voting together as a single class; (ii) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders Unitholder Approval; 2.2.3 for the purpose of such vote) entitled to vote and present in person Preferred Shareholder Approval or represented by proxy at the Yerbaé Meeting, voting in accordance with Part 8 of MI 61-101; and (iii) any other shareholder approvals required by the TSXVPreferred Share Redemption; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f) 2.2.4 that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents of YerbaéTrust Indenture or the BRP Equity articles and by-laws, as applicable, including quorum requirements and other matters, shall apply in respect of the Yerbaé MeetingMeetings; (g) 2.2.5 for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth in the Plan of ArrangementRights; (h) 2.2.6 for the notice requirements with respect to the presentation of the application to the Court for the Final Order; 2.2.7 that the Unitholder Meeting may be adjourned or postponed from time to time by the Trustees subject to the terms of this Agreement without the need for additional approval of the Court; 2.2.8 that the Preferred Shareholder Meeting may be adjourned or postponed from time to time by the directors of BRP Equity subject to the terms of this Agreement without the need for additional approval of the Court; 2.2.9 that the record date for Unitholders and Preferred Shareholders entitled to notice of and to vote at the Meetings will not change in respect of any adjournment(s) of the Meetings, unless required by applicable securities Laws; 2.2.10 that it is the Parties’ intention to rely on the 3(a)(10) Exemption with respect to the issuance of BREP Units and, if applicable, the ▇▇▇▇▇ Bonds pursuant to the Arrangement based on the Court’s approval of the Arrangement; and (i) 2.2.11 for such other matters as Safety Shot BRPI or the Fund Entities may reasonably require, subject to obtaining the prior consent of Yerbaéthe Fund Entities or BRPI, as the case may be, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Appears in 1 contract

Sources: Combination Agreement

Interim Order. As soon as reasonably practicable following after the execution date of this Agreement, but in any event Agreement and no later than April 136, 20252020, Yerbaé Correvio shall apply to the Court in a manner and on terms acceptable to Safety ShotPurchaser, acting reasonably, pursuant to Section 192 of the BCBCA and CBCA and, in cooperation with Purchaser, prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Correvio Meeting and for the manner in which such notice is to be provided; (b) for a fixed record date for the purposes of determining the Correvio Shareholders entitled to receive notice of and vote at the Correvio Meeting; (c) that the requisite approval for the Correvio Arrangement Resolution shall be (i) not less than 662/3% two-thirds of the votes cast on by the Arrangement Resolution by Yerbaé Correvio Shareholders entitled to vote and present in person or by proxy at the Yerbaé Meeting Correvio Meeting; (ii) two-thirds of the votes cast by the Correvio Shareholders and the holders of Options, RSUs and PSUs, voting together as a single class; class (on an as-converted to Correvio Share basis), present in person or by proxy at the Correvio Meeting; and (ii) if required under Applicable Law, a majority of the minority votes cast on the Correvio Arrangement Resolution by Yerbaé Correvio Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Meetingthereon, voting in accordance with Part 8 of as is required pursuant to MI 61-101; 101 (the “Correvio Shareholder Approval”), and (iii) any other shareholder approvals required by the TSXV; (c) that it is the intention holders of Safety Shot to rely upon Section 3(a)(10) Warrants shall have no vote in respect of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the ArrangementCorrevio Arrangement Resolution; (d) that, in all other respects, the terms, conditions and restrictions of the constating documents of Correvio relating to a meeting of Correvio Shareholders, including quorum requirements, shall apply in respect of the Correvio Meeting; (e) for the grant of Dissent Rights to the Correvio Shareholders who are registered Correvio Shareholders, as set out in the Plan of Arrangement; (f) that the Yerbaé Correvio Meeting may be adjourned or postponed from time to time by Correvio (only with the Yerbaé Board prior written consent of Purchaser, acting reasonably) subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents of Yerbaé, including quorum requirements and other matters, shall apply in respect of the Yerbaé Meeting; (g) for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth in the Plan of Arrangement; (h) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (h) that the record date for Correvio Shareholders entitled to notice of and to vote at the Correvio Meeting will not change in respect of any adjournment(s) or postponement(s) of the Correvio Meeting, unless required pursuant to applicable Law; (i) that each Correvio Shareholder, holder of Options, holder of Warrants, holder of RSUs and holder of PSUs shall have the right to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a notice of appearance within a reasonable time; and (ij) for such other matters as Safety Shot Purchaser and/or Correvio may reasonably require, subject to obtaining the prior consent of YerbaéCorrevio and/or Purchaser, respectively, such consent not to be unreasonably withheldwithheld or delayed provided that such other matters would not reasonably be expected to materially impair, conditioned delay or delayedimpede the completion of the transactions contemplated by this Agreement.

Appears in 1 contract

Sources: Arrangement Agreement (Correvio Pharma Corp.)

Interim Order. As soon as reasonably practicable following after the execution date of this Agreement, but in any event no later than April 13August 5, 2025, Yerbaé the Company shall apply to the Court in a manner acceptable to Safety Shotthe Purchaser, acting reasonably, pursuant to Section 291 of the BCBCA and and, in cooperation with the Purchaser, prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall must or, in the case of Section 2.2(a), may provide, among other things: (a) for an order pursuant to Section 74(1)(a) of the class BCBCA authorizing a reduction in the capital of Persons the Common Shares, in an amount not to exceed the Maximum Permitted Distribution Amount, and the immediate distribution to the Shareholders on a pro rata basis of an amount equal to the amount by which the capital of Common Shares was reduced (collectively, the “Distribution”); (b) for the class(es) of persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Meeting and for the manner in which such notice is to be provided; (bc) that the requisite required level of approval (the “Required Securityholder Approval”) for the Arrangement Resolution shall be be: (i) not less than 662/3% a special resolution, being a resolution approved by at least two-thirds of the votes cast on the Arrangement Resolution such resolution, by Yerbaé Shareholders entitled to vote and present in person or by proxy at the Yerbaé Meeting voting together as a single class; (ii) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Meeting; and (ii) a special resolution, voting being a resolution approved by at least two-thirds of the votes cast on such resolution, by Securityholders present in accordance with Part 8 person or represented by proxy at the Meeting; and (iii) to the extent required under MI 61-101, a majority of the votes attached to Common Shares held by Shareholders present in person or represented by proxy at the Meeting excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101; and (iii) any other shareholder approvals required by the TSXV;101. (cd) that it is for the intention of Safety Shot to rely upon Section 3(a)(10) grant of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval Dissent Rights to those Shareholders who are registered Shareholders as of the Arrangement, which approval through Record Date as contemplated in the issuance Plan of the Final Order will constitute its determination of the fairness of the Arrangement; (de) confirmation of the record date for the purposes of determining the Securityholders entitled to receive notice of and to vote at the Meeting; (f) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to in accordance with the terms of this Agreement or as otherwise agreed to by the Parties without the need for additional approval of the Court; (eg) that the record date for Yerbaé Shareholders the Securityholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements postponement(s) of the Yerbaé Meeting; (fh) that the deadline for the submission of proxies by Securityholders for the Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Vancouver, British Columbia) prior to the Meeting, subject to waiver by the Company in accordance with the terms of this Agreement; (i) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions and restrictions of the constating documents of YerbaéCompany’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Yerbaé Meeting; (g) for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth in the Plan of Arrangement; (hj) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (k) that the Parties may amend, modify and/or supplement the Plan of Arrangement in accordance with the terms thereof; and (il) for such other matters as Safety Shot the Purchaser or the Company may reasonably require, as the case may be, subject to obtaining the prior consent of Yerbaéthe other Party, such consent not to be unreasonably withheldconditioned, conditioned withheld or delayed. In accordance with applicable Laws, the Company shall carry out such terms of the Interim Order as are required under the terms thereof to be carried out by the Company.

Appears in 1 contract

Sources: Business Combination Agreement (ESSA Pharma Inc.)

Interim Order. (1) As soon as reasonably practicable following after the execution of this Agreement, date hereof but in any event no later than April 13in sufficient time to permit the Aphria Meeting to be convened in accordance with Section 2.3(1), 2025Aphria covenants that it will, Yerbaé shall apply to the Court in a manner acceptable to Safety ShotTilray, acting reasonably, pursuant to in accordance with the BCBCA and provisions of the OBCA, prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (ai) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Aphria Meeting and for the manner in which such notice is to be provided; (bii) that the record date for Aphria Shareholders entitled to notice of and to vote at the Aphria Meeting need not change in respect of any adjournment(s) or postponement(s) of the Aphria Meeting or any other change, unless required by Law; (iii) that the requisite approval for the Arrangement Resolution shall be (i) not less than 662/3% of the votes cast on the Arrangement Resolution by Yerbaé Shareholders entitled to vote and holders of Aphria Shares, present in person or by proxy at the Yerbaé Meeting voting together as a single class; (ii) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person Person or represented by proxy at the Yerbaé Meeting, voting in accordance with Part 8 of MI 61-101; and (iii) any other shareholder approvals required by the TSXV; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Aphria Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents of Yerbaé, including quorum requirements and other matters, shall apply in respect of the Yerbaé Meeting; (giv) for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth in the Plan of Arrangement; (hv) for the notice requirements with respect to the presentation of the application to the Court for the Final Order, including a requirement that any respondent provide notice to Tilray; (vi) that the Aphria Meeting may be adjourned or postponed from time to time by management of Aphria, subject to the terms of this Agreement, without the need for additional approval of the Court and without the necessity of first convening the Aphria Meeting or first obtaining any vote of the Aphria Shareholders respecting the adjournment or postponement, and notice of any such adjournment or postponement shall be given by such method as the Aphria Board may determine is appropriate in the circumstances; (vii) that the Aphria Meeting may be held in-person or be a virtual meeting or hybrid meeting whereby Aphria Shareholders may join virtually; (viii) that in all other respects, the terms, conditions and restrictions of Aphria’s constating documents, including quorum requirements and other matters shall apply with respect to the Aphria Meeting; and (iix) for such other matters as Safety Shot may reasonably require, subject to obtaining the prior consent of Yerbaé, Aphria (such consent not to be unreasonably withheld, conditioned withheld or delayed), shall also include a request that the Interim Order provide for such other matters as Tilray may reasonably require. (2) In seeking the Interim Order, Aphria shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Consideration Shares, Replacement DSUs, Replacement RSUs, Replacement Options and Replacement Warrants to be issued pursuant to the Arrangement based upon and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to holders of Aphria Shares, Aphria RSUs, Aphria DSUs, Aphria Options and Aphria Warrants, as applicable, to whom such securities will be issued by Tilray pursuant to the Arrangement, following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Appears in 1 contract

Sources: Arrangement Agreement (Tilray, Inc.)

Interim Order. As (a) The Company shall, pursuant to Section 291 of the BCBCA and in a manner acceptable to the Buyer, acting reasonably, as soon as reasonably practicable following the execution of this Agreement, but and in any event no later than April 13in time to hold the Meeting in accordance with Section 2.3, 2025, Yerbaé shall apply to the Court in a manner acceptable to Safety Shot, acting reasonably, pursuant to the BCBCA and prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (ai) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Meeting and for the manner in which such notice is to be provided; (bii) that for confirmation of the requisite approval record date for the Arrangement Resolution shall be (i) not less than 662/3% purposes of determining the votes cast on the Arrangement Resolution by Yerbaé Company Shareholders entitled to vote and present in person or by proxy at the Yerbaé Meeting voting together as a single class; (ii) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Meeting, voting in accordance with Part 8 of MI 61-101; and (iii) any other shareholder approvals required which record date shall be fixed by the TSXV; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act Company in connection consultation with the offer Buyer, each acting reasonably) and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the such record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements postponement(s) of the Yerbaé Meeting, unless required by applicable Laws; (iii) that the requisite approval for the Arrangement Resolution (the “Shareholder Approval”) shall be the affirmative vote of: (A) 66⅔% of the votes cast by Common Shareholders and Tracking Shareholders, voting together as a single class, present in person or represented by proxy at the Meeting; (B) 66⅔% of the votes cast by Common Shareholders, voting together as a separate class, present in person or represented by proxy at the Meeting; and (C) 66⅔% of the votes cast by Tracking Shareholders, voting together as a separate class, present in person or represented by proxy at the Meeting; (fiv) that, that in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the Company’s constating documents of Yerbaédocuments, including quorum requirements and other matters, shall apply in respect of the Yerbaé Meeting; (gv) for the grant of the Dissent Rights to those Company Shareholders who are registered holders of Yerbaé Company Shares as set forth in of the Plan record date of Arrangementthe Meeting; (hvi) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and; (ivii) for such other matters as Safety Shot that the Meeting may reasonably requirebe adjourned or postponed from time to time by the Company Board, subject to the terms of this Agreement, without the need for additional approval of the Court and without the need for first convening the Meeting or first obtaining any vote of the prior consent Company Shareholders respecting any such adjournments or postponements and notice of Yerbaé, any such consent not adjournments or postponements shall be given by such method as the Company Board may determine is appropriate in the circumstances; (viii) that each Company Shareholder entitled to be unreasonably withheld, conditioned or delayed.the Share Consideration pursuant to the Arrangement and any other affected person will have the right to appear before the Court so long as they enter an appearance within a reasonable time and are in accordance with the procedures set out in the Interim Order; (ix) that it is the Buyer’s intention to rely upon Section 3(a)

Appears in 1 contract

Sources: Arrangement Agreement (SolarBank Corp)

Interim Order. As The Company agrees that as soon as reasonably practicable following the execution of this Agreement, but and in any event no later than April 13event, 2025in sufficient time to hold the Meeting, Yerbaé shall apply to or such other date as the Court Acquiror and the Company may agree, the Acquiror, on behalf of the Company, in a manner reasonably acceptable to Safety Shotthe Acquiror, acting reasonably, shall apply for the Interim Order pursuant to Division 5 of Part 9 of the BCBCA and and, in co-operation with the Acquiror, prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (a) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Meeting and for the manner in which such notice is to be provided; (b) that the securities of the Company for which holders shall be entitled to vote on the Arrangement Resolution shall be Common Shares; (c) that Shareholders shall be entitled to vote on the Arrangement Resolution, with each Shareholder being entitled to one vote for each Common Share; (d) that the requisite approval for the Arrangement Resolution shall be be: (i) not less than 662/3% at least 66*****% of the votes cast on by the Arrangement Resolution by Yerbaé Shareholders entitled to vote and Shareholders, present in person or represented by proxy at the Yerbaé Meeting a Meeting, voting together as a single class; class; and (ii) if required under Applicable Lawrequired, a simple majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present or in person or represented by proxy at the Yerbaé Meeting, voting Meeting (excluding any votes attached to Common Shares held by persons described in accordance with Part 8 section 8.1(2) of MI 61-101; and 101) (iii) any other shareholder approvals required by collectively the TSXV"Shareholder Approval"); (ce) that, in all other respects, the terms, restrictions and conditions of the Company Governing Documents, including quorum requirements and all other matters, shall apply in respect of the Meeting; (f) that it is the intention of Safety Shot Acquiror intends to rely upon Section the exemption from registration provided by section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale issuance of Consideration Shares, Acquiror Shares to be issued in accordance with exchange for securities as contemplated by the Arrangement, based on subject to and conditioned upon the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its 's determination of the fairness of the Arrangement; (d) following a hearing that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject Arrangement is fair and reasonable to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents of Yerbaé, including quorum requirements and other matters, shall apply in respect of the Yerbaé MeetingShareholders; (g) for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth contemplated in the Plan of Arrangement; (h) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (i) that the Meeting may be adjourned or postponed from time to time by the Company subject to the terms of this Agreement without the need for additional approval of the Court; (j) that the record date for the Shareholders entitled to notice of, and to vote at, the Meeting shall not change in respect of any adjournment(s) or postponement(s) of the Meeting; and (ik) for such other matters as Safety Shot the Acquiror may reasonably require, subject to obtaining the prior consent of Yerbaéthe Company, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Appears in 1 contract

Sources: Arrangement Agreement (Auryn Resources Inc.)

Interim Order. As The Company agrees that as soon as reasonably practicable following after the execution of this Agreementdate hereof, but in any event no later than April 13November 30, 20252015, Yerbaé shall apply to or such other date as the Court Acquiror and the Company may agree, the Company, in a manner reasonably acceptable to Safety Shotthe Acquiror, acting reasonably, shall apply for the Interim Order pursuant to Division 5 of Part 9 of the BCBCA and and, in co-operation with the Acquiror, prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (a) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Meeting and for the manner in which such notice is to be provided; (b) that the securities of the Company for which holders shall be entitled to vote on the Arrangement Resolution shall be Common Shares and Warrants; (c) that Securityholders shall be entitled to vote on the Arrangement Resolution, with each Securityholder being entitled to one vote for each Common Share, and one vote for each Common Share underlying the Warrants held by such Securityholder, as applicable; (d) that the requisite approval for the Arrangement Resolution shall be be: (i) not less than 662/3% at least 66⅔% of the votes cast on by the Arrangement Resolution by Yerbaé Shareholders entitled to vote and Shareholders, present in person or represented by proxy at the Yerbaé Meeting Meeting, voting together as a single class; class; (ii) at least 66⅔% of the votes cast by the Warrantholders, present in person or represented by proxy at the Meeting, voting as a single class; and (iii) if required under Applicable LawMI 61-101, a simple majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders present or in person or represented by proxy at the Meeting (other than Yerbaé Interested Shareholders for excluding any votes attached to Common Shares, held by persons described in section 8.1(2) of MI 61-101); and (iv) if required under MI 61-101, a simple majority of the purpose of such vote) entitled to vote and votes cast on the Arrangement Resolution by Warrantholders present in person or represented by proxy at the Yerbaé Meeting, voting Meeting (excluding any votes attached to Warrants held by persons described in accordance with Part 8 section 8.1(2) of MI 61-101; and 101) (iii) any other shareholder approvals required by collectively the TSXV; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court“Securityholder Approval”); (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions and restrictions of the constating documents of YerbaéCompany Governing Documents, including quorum requirements and all other matters, shall apply in respect of the Yerbaé Meeting; (f) that the Acquiror intends to rely upon the exemption from registration provided by section 3(a)(10) of the U.S. Securities Act with respect to the issuance of Acquiror Shares in exchange for Common Shares and Replacement Warrants in exchange for Warrants as contemplated by the Arrangement, subject to and conditioned upon the Court's determination following a hearing that the Arrangement is fair and reasonable to the Securityholders; (g) for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth contemplated in the Plan of Arrangement; (h) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (i) that the Meeting may be adjourned or postponed from time to time by the Company subject to the terms of this Agreement without the need for additional approval of the Court; (j) that the record date for the Securityholders entitled to notice of, and to vote at, the Meeting shall not change in respect of any adjournment(s) or postponement(s) of the Meeting; and (ik) for such other matters as Safety Shot the Acquiror may reasonably require, subject to obtaining the prior consent of Yerbaéthe Company, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Appears in 1 contract

Sources: Arrangement Agreement (Northern Dynasty Minerals LTD)

Interim Order. As soon as reasonably practicable following The application referred to in Section 2.2(b) shall, unless the execution of this AgreementCompany and the Purchaser otherwise agree, but in any event no later than April 13, 2025, Yerbaé shall apply to the Court in include a manner acceptable to Safety Shot, acting reasonably, pursuant to the BCBCA and prepare, file and diligently pursue an application to the Court of request that the Interim Order, which shall Order provide, among other things: (a) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Nomad Meeting and for the manner in which such notice is to be provided; (b) that confirmation of the requisite approval record date for the Arrangement Resolution shall be (i) not less than 662/3% purposes of determining the votes cast on the Arrangement Resolution by Yerbaé Nomad Shareholders entitled to receive notice of and vote and present in person or by proxy at the Yerbaé Nomad Meeting voting together as a single class; (ii) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote which date shall be fixed and present in person or represented by proxy at the Yerbaé Meeting, voting in accordance with Part 8 of MI 61-101; and (iii) any other shareholder approvals required published by the TSXVCompany in consultation with the Purchaser); (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Nomad Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to Company in accordance with the terms of this Agreement without the need for additional approval by the Court and without the necessity of first convening the Nomad Meeting or first obtaining any vote of the CourtNomad Shareholders respecting the adjournment or postponement, and notice of any such adjournment or postponement shall be given by such method as the Nomad Board may determine is appropriate in the circumstances; (d) that the record date for the Nomad Shareholders entitled to receive notice of and to vote at the Nomad Meeting will not change in respect of or as a consequence of any adjournment or postponement of the Nomad Meeting, unless required by Law; (e) that the record date for Yerbaé requisite and sole approval of the Arrangement Resolution will be: (i) 66⅔% of the votes cast on the Arrangement Resolution by the Nomad Shareholders present in person or represented by proxy and entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(sNomad Meeting, and (ii) or postponements if required, a simple majority of the Yerbaé votes cast on the Arrangement Resolution by Nomad Shareholders present in person or represented by proxy and entitled to vote at the Nomad Meeting, excluding for the purposes of (ii) the votes for Nomad Shares held or controlled by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101; (f) that, that in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the Company’s constating documents of Yerbaédocuments, including quorum requirements and other matters, matters shall apply in with respect of to the Yerbaé Nomad Meeting; (g) that the Parties intend to rely upon the exemption from registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereunder, for the issuance of the Consideration Shares and Replacement Options, subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to Nomad Shareholders and Nomad Optionholders who are entitled to receive Consideration Shares and Replacement Options, as applicable, pursuant to the Arrangement, and based on the Court’s approval of the Arrangement; (h) for the grant of the Dissent Rights to the Nomad Shareholders who are registered holders of Yerbaé Nomad Shares as set forth contemplated in the Plan of Arrangement;; and (hi) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and (i) for such other matters as Safety Shot may reasonably require, subject to obtaining the prior consent of Yerbaé, the Company (such consent not to be unreasonably withheld, conditioned withheld or delayed) the Company shall also request that the Interim Order provide for such other matters as the Purchaser may reasonably require.

Appears in 1 contract

Sources: Arrangement Agreement (Nomad Royalty Co Ltd.)

Interim Order. As soon as reasonably practicable following after the execution date of this Agreement, but in any event no later than April 13on or before January 31, 20252018, Yerbaé the Company shall apply to the Court in a manner reasonably acceptable to Safety Shot, acting reasonably, the Purchaser pursuant to Section 193 of the BCBCA and ABCA and, in cooperation with the Purchaser, prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall must provide, among other things: (ai) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Company Meeting and for the manner in which such notice is to be provided; (bii) that the requisite securities of the Company for which holders as at the record date established for the Company Meeting shall be entitled to vote on the Arrangement Resolution shall be the Common Shares; (iii) that all Shareholders as at the record date established for the Company Meeting shall be entitled to vote on the Arrangement Resolution; (iv) that the required level of approval for the Arrangement Resolution shall be (i) not less than 662/3% at least two-thirds of the votes cast on the Arrangement Resolution by Yerbaé Shareholders entitled to vote and present in person or by proxy at the Yerbaé Meeting voting together as a single class; (ii) if required under Applicable Law, a majority holders of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and Common Shares present in person or represented by proxy at the Yerbaé Meeting, Company Meeting voting in accordance with Part 8 of MI 61-101; and as a single class (iii) any other shareholder approvals required by the TSXV“Required Approval”); (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (fv) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions and restrictions of the constating documents of YerbaéCompany’s Constating Documents, including voting, quorum requirements and all other matters, shall apply in respect of the Yerbaé Company Meeting; (gvi) for the grant of the Dissent Rights to those Shareholders who are registered holders of Yerbaé Shares Shareholders as set forth contemplated in the Plan of Arrangement; (hvii) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and; (iviii) that the Company Meeting may be adjourned or postponed from time to time by the Company with the consent of the Purchaser, such consent not to be unreasonably withheld or delayed, in accordance with the terms of this Agreement without the need for additional approval of the Court; (ix) that it is the Company’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act and Section 2.11 Business combination and reorganization of National Instrument 45-106 Prospectus Exemptions, with respect to the issuance of the Purchaser Securities to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; (x) confirmation of the record date for the purposes of determining the Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; and (xi) for such other matters as Safety Shot the Purchaser may reasonably require, subject to obtaining the prior consent of Yerbaéthe Company, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Appears in 1 contract

Sources: Arrangement Agreement (Petrolia Energy Corp)

Interim Order. As soon as reasonably practicable following the execution of this Agreement, but in any event no later than April 13, 2025, Yerbaé shall BAM will apply to the Court in a manner acceptable to Safety Shot, acting reasonably, pursuant to Section 291 of the BCBCA and prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall will provide, among other things: (a) for the calling and holding of the BAM Meeting for the purpose, among other things, of considering the BAM Arrangement Resolution; (b) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé BAM Meeting and for the manner in which such notice is to be provided; (bc) that the requisite approval for the BAM Arrangement Resolution shall be will be: (i) not less than 662/3% 66⅔% of the votes cast on by the Arrangement Resolution by Yerbaé Shareholders entitled to vote and present in person or by proxy at the Yerbaé Meeting voting together as a single class; (ii) if required under Applicable Law, a majority holders of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and BAM Class A Shares present in person or represented by proxy at the Yerbaé BAM Meeting, voting ; (ii) not less than 66⅔% of the votes cast by the holders of BAM Class B Shares present in accordance with Part 8 of MI 61-101; person or represented by proxy at the BAM Meeting; and (iii) any other shareholder approvals required not less than a majority of the votes cast by the TSXV; (c) holders of BAM Class A Shares present in person or represented by proxy at the BAM Meeting, other than votes cast in respect of BAM Class A Shares that it are beneficially owned by any Interested BAM Class A Shareholders or over which control or direction is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangementexercised by any Interested BAM Class A Shareholder; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents of YerbaéBAM’s articles, including quorum requirements for BAM Shareholders, and all other matters, shall apply in respect of the Yerbaé BAM Meeting; (g) for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth in the Plan of Arrangement; (he) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) for the confirmation of the record date for the BAM Meeting; and (ig) that the BAM Meeting may be adjourned or postponed from time to time by BAM without the need for such other matters as Safety Shot may reasonably require, subject to obtaining additional approval of the prior consent of Yerbaé, such consent not to be unreasonably withheld, conditioned or delayedCourt.

Appears in 1 contract

Sources: Arrangement Agreement (BROOKFIELD Corp /On/)

Interim Order. (1) As soon as reasonably practicable following after the execution date of this Agreement, but in any event no later than April 13, 2025, Yerbaé TPCO and Stately shall apply to the Court in a manner acceptable to Safety ShotTPCO, Stately and Gold Flora, each acting reasonably, pursuant to section 288 of the BCBCA and and, in cooperation, prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall must provide, among other things: (a) for the class Persons and classes of Persons to whom notice is to be provided in respect of the Arrangement Arrangement, the TPCO Meeting and the Yerbaé Stately Meeting and for the manner in which such notice is to be provided; (b) that the requisite required level of approval for the TPCO Arrangement Resolution shall be be: (i) not less than 662/3% of the votes cast on the TPCO Arrangement Resolution by Yerbaé TPCO Shareholders entitled to vote and present in person or by proxy at the Yerbaé TPCO Meeting voting together as a single class; class; (ii) if required under Applicable Lawapplicable Laws, a majority of the votes cast on the TPCO Arrangement Resolution by Yerbaé TPCO Shareholders (other than Yerbaé TPCO Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé TPCO Meeting, voting in accordance with Part 8 of MI 61-101; 101; and (iii) any other shareholder approvals required by the TSXVNEO; (c) that it is the intention required level of Safety Shot to rely upon Section 3(a)(10approval for the Stately Arrangement Resolution shall be: (i) not less than 662/3% of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based votes cast on the Court’s approval of Stately Arrangement Resolution by Stately Shareholders entitled to vote and present in person or by proxy at the Arrangement, which approval through Stately Meeting voting together as a single class; and (ii) any other shareholder approvals required by the issuance of the Final Order will constitute its determination of the fairness of the ArrangementNEO; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions and restrictions of TPCO's Constating Documents relating to the holding of a meeting of the constating documents of YerbaéTPCO Shareholders, including quorum requirements and all other matters, shall (unless varied by the Interim Order) apply in respect of the Yerbaé TPCO Meeting; (e) that, in all other respects, the terms, restrictions and conditions of Stately's Constating Documents relating to the holding of a meeting of the Stately Shareholders, including quorum requirements and all other matters, shall (unless varied by the Interim Order) apply in respect of the Stately Meeting; (f) for the grant of the TPCO Dissent Rights only to those TPCO Shareholders who are registered TPCO Shareholders, as contemplated in the Plan of Arrangement; (g) for the grant of the Stately Dissent Rights only to those Stately Shareholders who are registered holders of Yerbaé Shares Stately Shareholders, as set forth contemplated in the Plan of Arrangement; (h) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and; (i) that the TPCO Meeting may be adjourned or postponed from time to time by TPCO in accordance with the terms of this Agreement without the need for additional approval of the Court; (j) that the Stately Meeting may be adjourned or postponed from time to time by Stately in accordance with the terms of this Agreement without the need for additional approval of the Court; (k) that the TPCO Meeting may be held in-person or be an entirely virtual meeting or hybrid meeting whereby TPCO Shareholders may join virtually; (l) that the Stately Meeting may be held in-person or be an entirely virtual meeting or hybrid meeting whereby Stately Shareholders may join virtually; (m) for confirmation of the record date for the TPCO Meeting for the purposes of determining the TPCO Shareholders entitled to notice of and to vote at the TPCO Meeting, in accordance with the Interim Order; (n) for confirmation of the record date for the Stately Meeting for the purposes of determining the Stately Shareholders entitled to notice of and to vote at the Stately Meeting, in accordance with the Interim Order; (o) that the record date for TPCO Shareholders entitled to notice of and to vote at the TPCO Meeting will not change in respect of any adjournment(s) or postponement(s) of the TPCO Meeting, unless required by Securities Law; (p) that the record date for Stately Shareholders entitled to notice of and to vote at the Stately Meeting will not change in respect of any adjournment(s) or postponement(s) of the Stately Meeting, unless required by Securities Law; (q) that the deadline for submission of proxies by the TPCO Shareholders for the TPCO Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Vancouver, British Columbia) prior to the TPCO Meeting, subject to waiver by TPCO in accordance with the terms of this Agreement; (r) that the deadline for submission of proxies by the Stately Shareholders for the Stately Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Vancouver, British Columbia) prior to the Stately Meeting, subject to waiver by Stately in accordance with the terms of this Agreement; (s) for such other matters as Safety Shot any of the Key Parties may reasonably require, subject to obtaining the prior consent of Yerbaéthe other Key Parties, such consent not to be unreasonably withheld, conditioned withheld or delayed; and (t) that it is the intention of the Parties to rely, by virtue of the Final Order, upon the Section 3(a)(10) Exemption with respect to the issuance of the TPCO Consideration Shares, Stately Consideration Shares, TPCO Replacement Options, TPCO Replacement PSUs, TPCO Replacement RSUs, TPCO Replacement Warrants, Stately Replacement Warrants and any additional securities of the Continued Corporation (including Continued Corporation Shares, warrants, options, restricted share units and performance share units) to be issued pursuant to the Arrangement and/or this Agreement (including in connection with the Continuance), based on the Court's approval of the Arrangement.

Appears in 1 contract

Sources: Business Combination Agreement (TPCO Holding Corp.)

Interim Order. As soon as reasonably practicable following the execution of this Agreement, but and in any event no later than April 13in sufficient time to hold the Orko Meeting in accordance with Section 2.3, 2025, Yerbaé Orko shall apply to the Court in a manner acceptable to Safety ShotCoeur, acting reasonably, pursuant to the BCBCA Business Corporations Act and prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Orko Meeting and for the manner in which such notice is to be provided; (b) that the requisite approval for the Arrangement Resolution shall be (i) not less than 662/3% two-thirds of the votes cast on the Arrangement Resolution by Yerbaé Shareholders entitled to vote and present in person or by proxy at the Yerbaé Meeting Orko Securityholders (voting together as a single class; (iiclass) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé MeetingOrko Meeting such that each Orko Shareholder is entitled to one vote for each Orko Share held and each Orko Optionholder is entitled to one vote for each Orko Share issuable upon exercise of an Orko Option held by such Orko Optionholder and, voting in accordance with Part 8 if applicable, any “majority of MI 61-101; and (iii) any other shareholder approvals the minority” vote required by the TSXVunder applicable Securities Laws; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions and restrictions of the constating documents articles of YerbaéOrko, including quorum requirements and all other matters, shall apply in respect of the Yerbaé Orko Meeting; (gd) for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth in the Plan of ArrangementRights; (he) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Orko Meeting may be adjourned or postponed from time to time by the Orko Board, subject to the terms of this Agreement, without the need for additional approval of the Court; (g) that it is Coeur’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Coeur Shares and the Coeur Warrants to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (ih) for such other matters as Safety Shot Coeur may reasonably require, subject to obtaining the prior consent of YerbaéOrko, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Appears in 1 contract

Sources: Arrangement Agreement (Coeur D Alene Mines Corp)

Interim Order. As soon promptly as reasonably practicable following the execution of this Agreement, but in any event no later than April 13August 8, 20252023, Yerbaé the Company shall apply to the Court in a manner acceptable to Safety ShotHudbay, acting reasonably, pursuant to section 182 of the BCBCA OBCA, and prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (a) for the class class(es) of Persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Company Meeting and for the manner in which such notice is to be provided; (b) for confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (c) that the record date for Company Shareholders entitled to notice of and to vote at the Company Meeting will not change as a result of any adjournment(s) or postponement(s) of the Company Meeting unless required by the Court or by Law; (d) that the Company Meeting may be held as a virtual or hybrid meeting, and that Company Shareholders that participate in the Company Meeting through virtual means, if applicable, will be deemed to be present at the Company Meeting; (e) that the requisite approval for the Arrangement Resolution shall be be: (i) not less than 662/3% 66⅔% of the votes cast on the Arrangement Resolution by Yerbaé the Company Shareholders entitled to vote and present in person or by proxy at the Yerbaé Company Meeting and voting together as a single class; class; and (ii) if to the extent required under Applicable Lawby MI 61-101, a majority of the votes cast on the Arrangement Resolution by Yerbaé the Company Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Company Meeting, voting in accordance with Part 8 of as a single class, excluding for this purpose the votes required to be excluded by MI 61-101; and (iii) any other shareholder approvals required by the TSXV; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting101; (f) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the Company's constating documents of Yerbaédocuments, including quorum requirements and other matters, shall apply in respect of the Yerbaé Company Meeting, unless otherwise ordered by the Court; (g) for the grant of the Dissent Rights to the Company Shareholders who are registered holders of Yerbaé Shares Company Shareholders, as set forth contemplated in the Plan of Arrangement; (h) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (i) that the Company Meeting may be adjourned or postponed from time to time by the Company Board subject to the terms of this Agreement or as otherwise agreed to in writing by the Parties without the need for additional approval of the Court; (j) that the Parties intend to rely on the exemption provided by section 3(a)(10) of the U.S. Securities Act for the issuance of Consideration Shares pursuant to the Plan of Arrangement and the Replacement Warrants resulting in accordance with the terms of the Company Warrants upon the effectiveness of the Arrangement, subject to and conditioned upon the Court's approval of the Arrangement and determination following a hearing that the Arrangement is substantively and procedurally fair and reasonable to each Person to whom Consideration Shares will be issued and each holder of Company Warrants; and (ik) for such other matters as Safety Shot Hudbay may reasonably require, subject to obtaining the prior consent of Yerbaéthe Company, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Appears in 1 contract

Sources: Arrangement Agreement (Hudbay Minerals Inc.)

Interim Order. As soon as reasonably practicable following the execution of this AgreementUMG shall, but in any event no by not later than April 13November 21, 20252019 or such later date as may be agreed to by Torque, Yerbaé shall apply to the Court in a manner acceptable to Safety ShotTorque, acting reasonably, pursuant to the BCBCA ABCA and prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (a) for notice to the class of Persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé UMG Meeting and for in the manner in which such notice is to be provided; (b) that the requisite approval for the Arrangement Resolution shall be (i) not less than 662/3% two-thirds of the votes cast on the Arrangement Resolution by Yerbaé the UMG Shareholders entitled to vote and present in person or by proxy at the Yerbaé Meeting voting together as a single class; (ii) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Meeting, voting in accordance with Part 8 of MI 61-101; and (iii) any other shareholder approvals required by the TSXVUMG Meeting such that each UMG Shareholder is entitled to one vote for each UMG Share held or each UMG Share exercisable pursuant to their UMG security held; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions and restrictions of the constating documents articles of YerbaéUMG, including quorum requirements and all other matters, shall apply in respect of the Yerbaé UMG Meeting; (gd) for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth in the Plan of ArrangementUMG Shareholders; (he) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the UMG Meeting may be adjourned or postponed from time to time by the UMG Board, subject to the terms of this Agreement, without the need for additional approval of the Court; (g) that it is Torque’s intention to rely upon the Section 3(a)(10) Exemption from registration with respect to the issuance of the Torque Securities to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (ih) for such other matters as Safety Shot Torque may reasonably require, subject to obtaining the prior consent of YerbaéUMG, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Appears in 1 contract

Sources: Arrangement Agreement (Torque Esports Corp.)

Interim Order. As soon as reasonably practicable following after the execution date of this Agreement, but in any event no later than April 13, 2025, Yerbaé the Corporation shall apply to the Court in a manner reasonably acceptable to Safety Shot, acting reasonably, each of the Purchasers pursuant to Section 192 of the BCBCA and CBCA and, in cooperation with each of the Purchasers, prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall must provide, among other things: (a) for the class classes of Persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Corporation Meeting and for the manner in which such notice is to be provided; (b) that the requisite required level of approval for the Arrangement Resolution shall be (i) not less than 662/3% two-thirds of the votes cast on the Arrangement Resolution such resolution by Yerbaé Corporation Shareholders entitled to vote and present in person or by proxy at the Yerbaé Meeting voting together as a single class; (ii) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Corporation Meeting, and (ii) a majority of the votes cast on such resolution by Corporation Shareholders (other than Corporation Shareholders the vote of which is required to be excluded from the minority approval vote under Part 8 of Regulation 61-101 with respect to the Arrangement) present in person or represented by proxy at the Corporation Meeting, voting in accordance with Part 8 of MI Regulation 61-101; and (iii) 101 or any other shareholder approvals required by the TSXVexemption therefrom; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents of Yerbaé, including quorum requirements and other matters, shall apply in respect of the Yerbaé Meeting; (g) for the grant of the Dissent Rights to those Corporation Shareholders who are registered holders of Yerbaé Shares Corporation Shareholders as set forth contemplated in the Plan of Arrangement; (hd) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (e) that the Corporation Meeting may be adjourned or postponed from time to time by the Corporation in accordance with the terms of this Agreement without the need for additional approval of the Court; (f) if a record date for the purposes of determining the Corporation Shareholders entitled to receive material and vote at the Corporation Meeting has been established prior to the application for the Interim Order, confirmation of the record date; (g) that the record date for the Corporation Shareholders entitled to notice of and to vote at the Corporation Meeting will not change in respect of any adjournment(s) of the Corporation Meeting, unless required by Law; (h) that, in all other respects, the terms, restrictions and conditions of the Corporation’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Corporation Meeting; and (i) for such other matters as Safety Shot either Purchaser may reasonably require, subject to obtaining the prior consent of Yerbaéthe Corporation, such consent not to be unreasonably withheld, conditioned or delayed.

Appears in 1 contract

Sources: Arrangement Agreement (Phi Inc)

Interim Order. As soon as reasonably practicable following the execution of this Agreement, but in any event no later than April 13, 2025, Yerbaé shall apply to the Court in a manner acceptable to Safety Shot, acting reasonably▇▇▇▇ shall, pursuant to Section 192 of the BCBCA and CBCA, prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Thor Meeting and for the manner in which such notice is to be provided; (b) that the requisite approval for the Arrangement Resolution shall be be: (i) not less than 662/3% sixty-six and two thirds (66 2/3%) of the votes cast on the Arrangement Resolution by Yerbaé the Thor Class A Shareholders entitled to vote and present in person or represented by proxy at the Yerbaé Meeting Thor Meeting, voting together as a single class; separate class; and (ii) if required under Applicable Law, a majority sixty-six and two thirds (66 2/3%) of the votes cast on the Arrangement Resolution by Yerbaé the Thor Class B Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Thor Meeting, voting in accordance with Part 8 of MI 61-101; and as a separate class (iii) any other shareholder approvals required by together, the TSXV“Thor Shareholder Approval”); (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) confirmation of the U.S. Securities Act in connection with record date for the offer purposes of determining the Thor Shareholders entitled to receive material and sale of Consideration Shares, in accordance with vote at the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Thor Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) and that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of or as a consequence of any adjournment(s) or postponements postponement(s) of the Yerbaé Thor Meeting, unless required by applicable Law; (fd) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents of Yerbaé▇▇▇▇’s Constating Documents, including quorum requirements and other matters, shall apply in respect of the Yerbaé Thor Meeting; (ge) that the Thor Meeting may be held as a virtual or hybrid shareholder meeting and that Thor Shareholders who participate in the Thor Meeting by virtual means will be deemed to be present at the Thor Meeting; (f) for the grant of the Dissent Rights to those Thor Shareholders who are registered holders of Yerbaé Shares Thor Shareholders, as set forth contemplated in the Plan of Arrangement; (hg) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (h) that the Thor Meeting may be adjourned or postponed from time to time by the Thor Board without the need for additional approval of the Court; (i) that the deadline for the submission of proxies by ▇▇▇▇ Shareholders for the Thor Meeting shall be forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in the Province of British Columbia) prior to the Thor Meeting, subject to waiver by ▇▇▇▇; and (ij) for such other matters as Safety Shot may reasonably require▇▇▇▇ or ▇▇▇▇ (in each case, subject to obtaining with the prior consent of Yerbaéthe other, such consent not to be unreasonably withheld, conditioned or delayed) may reasonably request.

Appears in 1 contract

Sources: Arrangement Agreement (Teck Resources LTD)

Interim Order. As soon as reasonably practicable following after SEC Approval is obtained, the execution of this Agreement, but in any event no later than April 13, 2025, Yerbaé Company shall apply to the Court in a manner acceptable to Safety Shotthe Purchaser, acting reasonably, pursuant to Section 192 of the BCBCA and CBCA and, in cooperation with the Purchaser, prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall must provide, among other things: (ai) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Company Meeting and for the manner in which such notice is to be provided; (bii) that the requisite required level of approval for the Arrangement Resolution shall be (ia) not less than 662/3% two-thirds of the votes attached to the Restricted Voting Shares cast on the Arrangement Resolution by Yerbaé Shareholders entitled to vote and present in person or by proxy at the Yerbaé Meeting voting together as a single class; (ii) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Meeting, voting Company Meeting and (b) a majority of the votes attached to the Restricted Voting Shares cast on the Arrangement Resolution by Shareholders present in accordance with Part 8 person or represented by proxy at the Company Meeting excluding for this purpose votes attached to Restricted Voting Shares required to be excluded pursuant to section 8.1(2) of MI 61-101; 101 (which the Parties understand to be the votes attached to any Restricted Voting Shares held by each Purchaser Party and each “senior officer” of the Company that is an “interested party” (iii) any other shareholder approvals required by as those terms are defined in MI 61-101)), in each case with one Restricted Voting Share entitling the TSXVholder thereof to one vote on the Arrangement Resolution (the “Required Approval”); (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (fiii) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions and restrictions of the constating documents of YerbaéCompany’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Yerbaé Company Meeting; (giv) for the grant of the Dissent Rights to those Shareholders who are registered holders of Yerbaé Shares Shareholders as set forth contemplated in the Plan of Arrangement; (hv) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (vi) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (vii) confirmation of the record date for the purposes of determining the Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (viii) that the record date for the Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting; and (iix) for such other matters as Safety Shot the Purchaser may reasonably require, subject to obtaining the prior consent of Yerbaéthe Company, such consent not to be unreasonably withheld, conditioned withheld or delayed. The Purchaser shall attorn, and shall obtain the agreement of each of Cayman LP, Fund V, Dutch Co-op, Dutch Holdco, Dutch Sub, JLL Associates, JLL Holdco, LLC1. Newco (all as such terms are defined in the Plan of Arrangement) and JLL Patheon Holdings III, LLC and their respective affiliates affected by the Plan of Arrangement, to attorn, to the jurisdiction of the Court in respect of the Arrangement, appoint Border ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP as their agent for service in Ontario, and instruct such counsel to appear before the Court and consent to the Interim Order and Final Order on their behalf, in each case no later than five Business Days preceding the date of the application for the Interim Order.

Appears in 1 contract

Sources: Arrangement Agreement (Patheon Inc)

Interim Order. As soon as reasonably practicable following after the execution date of this Agreement, but and in any event no later than on or before April 137, 20252018, Yerbaé shall apply to the Court in a manner acceptable to Safety Shot, acting reasonablyParentco shall, pursuant to Section 291 of the BCBCA and and, in cooperation with Spinco, prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall must provide, among other things: (a) for the class classes of Persons (which for greater certainty shall include all Parentco Securityholders) to whom notice is to be provided in respect of the Arrangement and the Yerbaé Meeting and for the manner in which such notice is to be provided; (b) that the requisite required level of approval for the Arrangement Resolution shall be (i) not less than 662/3% two-thirds of the votes cast on the Arrangement Resolution such resolution by Yerbaé Parentco Shareholders entitled to vote and present in person or by proxy at the Yerbaé Meeting voting together as a single class; (ii) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Meeting, Meeting voting in accordance with Part 8 of MI 61-101; and (iii) any other shareholder approvals required by the TSXVtogether as a single class; (c) that, in all respects, the terms, restrictions and conditions of Parentco’s constating documents, including quorum requirements and all other matters, shall apply in respect of the Meeting; (d) for the grant of Dissent Rights to those Parentco Shareholders who are registered Parentco Shareholders as contemplated in the Plan of Arrangement; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order (which for greater certainty shall include all Parentco Securityholders); (f) that it is the Parties intention of Safety Shot to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act in connection with respect to the offer issuance of the Parentco Common Shares and sale of Consideration Shares, in accordance with Spinco Common Shares pursuant to the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (dg) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to Parentco in accordance with the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents of Yerbaé, including quorum requirements and other matters, shall apply in respect of the Yerbaé Meeting; (g) for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth in the Plan of Arrangement; (h) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and (ih) for such other matters as Safety Shot the Parties may reasonably require, subject to obtaining the prior consent of Yerbaé, such consent not to be unreasonably withheld, conditioned or delayed.

Appears in 1 contract

Sources: Arrangement Agreement

Interim Order. As soon as reasonably practicable following after the execution date of this Agreement, but in any event no later than April 13, 2025, Yerbaé Y▇▇▇▇▇ shall apply to the Court in a manner acceptable to Safety ShotGold Fields, acting reasonably, pursuant to Section 192 of the BCBCA CBCA and prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Yamana Meeting and for the manner in which such notice is to be provided; (b) for the confirmation of the record date for the Yamana Meeting; (c) that the requisite approval for the Arrangement Resolution shall be (i) not less than 662/3% 66⅔% of the votes cast on the Arrangement Resolution by Yerbaé Y▇▇▇▇▇ Shareholders entitled to vote and present in person or by proxy at the Yerbaé Meeting voting together as a single class; (ii) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy and entitled to vote at the Yerbaé Meeting, Yamana Meeting voting in accordance with Part 8 of MI 61-101; and (iii) any other shareholder approvals required by the TSXV; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangementtogether as a single class; (d) that the Yerbaé Yamana Meeting may be adjourned or postponed from time to time by the Yerbaé Yamana Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Yamana Securityholders entitled to notice of, and for Yamana Shareholders entitled to notice of and to vote at at, the Yerbaé Yamana Meeting will not change in respect of any adjournment(s) or postponements postponement(s) of the Yerbaé Yamana Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents of YerbaéYamana, including quorum requirements and other matters, shall apply in respect of the Yerbaé Yamana Meeting; (g) for the grant of the Dissent Rights to registered holders of Yerbaé Shares Y▇▇▇▇▇ ▇▇▇▇▇▇ as set forth in the Plan of Arrangement; (h) the Persons that are entitled to appear and be heard before the Court in accordance with the Notice of Application, the Interim Order and the Rules of Civil Procedure; (i) that it is the Parties’ intention to rely upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof with respect to the issuance of Consideration Shares to Yamana Shareholders pursuant to the Arrangement, subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to Yamana Shareholders and based on the Court’s approval of the Arrangement; (j) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and (ik) for such other matters as Safety Shot Yamana or Gold Fields may reasonably require, subject to obtaining the prior consent of Yerbaéthe other Party, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Appears in 1 contract

Sources: Arrangement Agreement (Yamana Gold Inc.)

Interim Order. As soon as reasonably practicable following the execution of this Agreement, but an SEC Clearance Event and in any event no later than April 13in sufficient time to hold the CRH Meeting in accordance with Section 2.3, 2025, Yerbaé CRH shall apply to the Court in a manner acceptable to Safety Shotthe Purchaser, acting reasonably, pursuant to the BCBCA and prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé CRH Meeting and for the manner in which such notice is to be provided; (b) for confirmation of the record date for the CRH Meeting; (c) that the requisite approval for the Arrangement Resolution shall be be: (i) not less than 662/366 2/3% of the votes cast on the Arrangement Resolution by Yerbaé the CRH Shareholders entitled to vote and present in person Person or by proxy at the Yerbaé CRH Meeting voting together as a single class; (“CRH Shareholder Approval”); and (ii) if required under Applicable Law, a majority 66 2/3% of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for all of the purpose of such vote) entitled to vote CRH Shareholders, CRH Optionholders and CRH RSU Holders present in person Person or represented by proxy at the Yerbaé MeetingCRH Meeting voting as a single class (such that any CRH Shareholder, voting in accordance with Part 8 of MI 61-101; CRH Optionholder and CRH RSU Holder is entitled to one vote for each CRH Share, CRH Option and CRH RSU held) (iii) any other shareholder approvals required by the TSXV; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement“CRH Securityholder Approval”); (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents of YerbaéCRH Constating Documents, including quorum requirements and other matters, shall apply in respect of the Yerbaé CRH Meeting; (ge) for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth contemplated in the Plan of Arrangement; (hf) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (g) that the CRH Meeting may be adjourned or postponed from time to time by CRH in accordance with the terms of this Agreement, or otherwise agreed to by the Parties, without the need for additional approval of the Court; (h) that the record date for CRH Securityholders entitled to notice of and to vote at the CRH Meeting will not change in respect of any adjournment(s) or postponement of the CRH Meeting; and (i) for such other matters as Safety Shot either the Purchaser or CRH may reasonably require, subject to obtaining the prior consent of Yerbaéthe other, such consent not to be unreasonably withheld, conditioned withheld or delayed. In the application for the Interim Order referred to in this Section 2.2, CRH shall inform the Court that the Parties intend to rely on the exemption provided by Section 3(a)(10) of the U.S. Securities Act (the “Section 3(a)(10) Exemption”) for the issuance of Replacement Options and Replacement RSUs pursuant to the Arrangement and that, in connection therewith, the Court will be required to approve the substantive and procedural fairness of the terms and conditions of the Arrangement to each Person to whom Replacement Options and/or Replacement RSUs will be issued. Each Person to whom Replacement Options and/or Replacement RSUs will be issued on completion of the Arrangement will be given adequate notice in accordance with the Interim Order advising them of their right to attend and appear before the Court at the hearing of the Court for the Final Order and providing them with adequate information to enable such Person to exercise such right.

Appears in 1 contract

Sources: Arrangement Agreement (CRH Medical Corp)

Interim Order. As soon as reasonably practicable following the execution of this Agreement, but in any event no later than on or before April 1317, 20252015, Yerbaé Cangold shall apply to the Court in a manner acceptable to Safety Shot, acting reasonablyCourt, pursuant to Part 9, Division 5 of the BCBCA and and, in cooperation with Great Panther, prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (a) for the date on which the Cangold Meeting will be set, such date not being later than May 22, 2015; (b) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Cangold Meeting and for the manner in which such notice is to be provided; (bc) for confirmation of the record date for the Cangold Meeting referred to in Section 2.3(a); (d) that the requisite required level of approval (the “Required Approval”) for the Arrangement Resolution shall be be: (i) not less than 662/3% two-thirds of the votes cast on the Arrangement Resolution by Yerbaé Cangold Shareholders entitled to vote and present in person or represented by proxy at the Yerbaé Meeting Cangold Meeting, voting together as a single class; class; and (ii) if required under Applicable Lawrequired, a simple majority of the votes cast on the Arrangement Resolution by Yerbaé Cangold Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present or in person or represented by proxy at the Yerbaé Meeting, voting Cangold Meeting (excluding any votes cast by certain “related parties” (as such terms are defined in MI 61-101) in accordance with Part 8 the requirements of MI 61-101; and (iii) any other shareholder approvals required by the TSXV; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court101); (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions and restrictions of the constating documents of YerbaéCangold’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Yerbaé Cangold Meeting; (gf) for the grant of the Dissent Rights to those Cangold Shareholders who are registered holders of Yerbaé Shares as set forth in the Plan of ArrangementCangold Shareholders; (hg) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (h) that the Cangold Meeting may be adjourned or postponed from time to time by Cangold in accordance with the terms of this Agreement without the need for additional approval of the Court; (i) that the record date for Cangold Shareholders entitled to notice of and to vote at the Cangold Meeting will not change in respect of any adjournment(s) of the Cangold Meeting; (j) that it is Great Panther’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Consideration to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (ik) for such other matters as Safety Shot Great Panther may reasonably require, subject to obtaining the prior consent of YerbaéCangold, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Appears in 1 contract

Sources: Arrangement Agreement (Great Panther Silver LTD)

Interim Order. As soon as reasonably is practicable following the execution of this AgreementAgreement and, but in any event no later than April 13in sufficient time to hold the Company Meeting in accordance with Section 2.3, 2025, Yerbaé the Company shall apply to the Court in a manner acceptable to Safety Shotthe Purchaser, acting reasonably, pursuant to the BCBCA and prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall must provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Meeting Company Meeting, and for the manner in which such notice is to be provided; (b) that the securities of the Company for which holders as at the record date established for the Company Meeting will be entitled to vote on the Arrangement Resolution shall be the holders of the Company Shares (and, if Voting Agreements and consent agreements with respect to the requisite number of Incentive Awards referred to in Section 4.3(a)(ii) are not obtained, the Incentive Award Holders); (c) that the required level of approval for the Arrangement Resolution shall be be: (i) not less than 662/3% at least 66⅔% of the votes cast on the Arrangement Resolution by Yerbaé Company Shareholders entitled (and, if applicable pursuant to vote and present Section 2.2(b), Incentive Award Holders, in person or by proxy at the Yerbaé Meeting such case voting together as a single class; class), present in person or represented by proxy at the Company Meeting (and that each Company Shareholder is entitled to one vote for each Company Share held and, if applicable, each Incentive Award Holder is entitled to one vote for each Incentive Award held); and (ii) if required under Applicable Law, by a simple majority of the votes cast on the Arrangement Resolution by Yerbaé Company Shareholders (other than Yerbaé Interested Shareholders for the purpose of and, if applicable pursuant to Section 2.2(b), Incentive Award Holders, in such vote) entitled to vote and case voting together as a single class), present in person or represented by proxy at the Yerbaé MeetingCompany Meeting (and that each Company Shareholder is entitled to one vote for each Company Share held and, voting if applicable, each Incentive Award Holder is entitled to one vote for each Incentive Award held) after excluding for this purpose any votes attached to the Company Shares and if applicable, Incentive Awards held by Persons described in accordance with Part 8 items (a) through (d) of section 8.1(2) of MI 61-101; 101; and (iii) any other shareholder approvals required by the TSXV; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval any of the Arrangement, which approval through the issuance requirements of the Final Order will constitute its determination of the fairness of the ArrangementTSX and NASDAQ; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions and restrictions of the constating documents of YerbaéCompany Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Yerbaé Company Meeting; (ge) for the grant of the Dissent Rights to those Company Shareholders who are registered holders of Yerbaé Shares Company Shareholders as set forth contemplated in the Plan of Arrangement, which Dissent Rights must provide that a Company Shareholder's written objection to the Arrangement Resolution must be received by the Company by no later than 48 hours (excluding Saturdays, Sundays and statutory holidays in Calgary, Alberta) before the Company Meeting; (hf) that the deadline for submission of proxies by Company Shareholders for the Company Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Calgary, Alberta) prior to the Company Meeting; (g) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (h) that each Company Shareholder entitled to receive the Consideration pursuant to the Arrangement will have the right to appear before the Court so long as they enter an appearance within a reasonable time and in accordance with the procedures set out in the Interim Order; (i) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement or as otherwise agreed to by the Parties without the need for additional approval of the Court; (j) the record date for the purposes of determining the Company Shareholders entitled to receive notice of and to vote at the Company Meeting in accordance with the Interim Order; (k) that the record date for Company Shareholders entitled to notice of and to vote at the Company Meeting will not change as a result of any adjournment or postponement of the Company Meeting, unless required by Law or the Court; (l) that it is the Purchaser's intention to rely upon the exemption from registration provided by section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Consideration Shares pursuant to the Arrangement, based on the Court's approval of the Arrangement; and (im) for such other matters as Safety Shot a Party may reasonably require, subject to obtaining the prior consent of Yerbaéthe other Party, such consent not to be unreasonably unreasonably, withheld, conditioned or delayed, and subject to the approval of the Court.

Appears in 1 contract

Sources: Arrangement Agreement (Hammerhead Energy Inc.)

Interim Order. As soon as reasonably practicable following the execution of this Agreement, but in any event no later than April 13within 10 days of execution of this Agreement, 2025, Yerbaé American Consolidated shall apply to the Court in a manner acceptable to Safety Shot, acting reasonablyCourt, pursuant to Part 9, Division 5 of the BCBCA and and, in cooperation with Starcore, prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (ai) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé American Consolidated Meeting and for the manner in which such notice is to be provided; (bii) for confirmation of the record date for the American Consolidated Meeting referred to in Section 2.3(1). (iii) that the requisite required level of approval (the “Required Approval”) for the Arrangement Resolution shall be (i) not less than 662/3% two-thirds of the votes cast on the Arrangement Resolution by Yerbaé American Consolidated Shareholders entitled to vote and present in person or by proxy at the Yerbaé Meeting voting together as a single class; (ii) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé American Consolidated Meeting, voting in accordance with Part 8 of MI 61-101; and (iii) any other shareholder approvals required by the TSXVtogether as a single class; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (div) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions and restrictions of the constating documents of YerbaéAmerican Consolidated’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Yerbaé American Consolidated Meeting; (gv) for the grant of the Dissent Rights to those American Consolidated Shareholders who are registered holders of Yerbaé Shares as set forth in the Plan of ArrangementAmerican Consolidated Shareholders; (hvi) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (vii) that the American Consolidated Meeting may be adjourned or postponed from time to time by American Consolidated in accordance with the terms of this Agreement without the need for additional approval of the Court; (viii) that the record date for American Consolidated Shareholders entitled to notice of and to vote at the American Consolidated Meeting will not change in respect of any adjournment(s) of the American Consolidated Meeting; (ix) that it is Starcore’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Consideration (including the Starcore Shares issuable upon exercise of the American Consolidated Warrants) to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (ix) for such other matters as Safety Shot Starcore may reasonably require, subject to obtaining the prior consent of YerbaéAmerican Consolidated, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Appears in 1 contract

Sources: Arrangement Agreement (Starcore International Mines Ltd.)

Interim Order. As soon Subject to the terms of this Agreement, as promptly as reasonably practicable following the execution of this Agreement, but in any event no later than April 13, 2025, Yerbaé the Company shall apply to the Court in a manner acceptable to Safety Shot▇▇▇▇▇▇, acting reasonably, pursuant to Section 291 of the BCBCA and prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Company Meeting and for the manner in which such notice is to be provided; (b) that the requisite approval for the Arrangement Resolution shall be (i) not less than 662/3662/3 % of the votes cast on the Arrangement Resolution by Yerbaé the Company Shareholders entitled to vote and present in person Person or by proxy at the Yerbaé Company Meeting and voting together as a single class; class and (ii) if required under Applicable Law, a simple majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and Company Shareholders, present in person Person or represented by proxy at the Yerbaé MeetingCompany Meeting and voting as a single class, voting other than votes cast in accordance with Part 8 respect of MI 61-101; and Company Shares that are beneficially owned by any Interested Shareholder or over which control or direction is exercised by any Interested Shareholder (iii) any other shareholder approvals required by collectively, the TSXV“Company Shareholder Approval”); (c) that it is that, in all other respects, the intention of Safety Shot to rely upon Section 3(a)(10) terms, conditions and restrictions of the U.S. Securities Act Company constating documents, including quorum requirements and other matters, shall apply in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval respect of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the ArrangementCompany Meeting; (d) for the grant of Dissent Rights to the Company Shareholders who are registered Company Shareholders; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Yerbaé Company Meeting may be adjourned or postponed from time to time by the Yerbaé Company Board subject to the terms of this Agreement without the need for additional approval of the Court; (eg) that it is Walter’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Consideration Shares and Option Shares pursuant to the Arrangement, based on the Court’s approval of the Arrangement; (h) that the record date for Yerbaé the Company Shareholders entitled to notice of and to vote at the Yerbaé Company Meeting will not change in respect or as a consequence of any adjournment(s) or postponements postponement(s) of the Yerbaé Company Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents of Yerbaé, including quorum requirements and other matters, shall apply in respect of the Yerbaé Meeting; (g) for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth in the Plan of Arrangement; (h) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and (i) for such other matters as Safety Shot may ▇▇▇▇▇▇ ▇▇▇ reasonably require, subject to obtaining the prior consent of Yerbaéthe Company, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Appears in 1 contract

Sources: Arrangement Agreement (Walter Energy, Inc.)

Interim Order. As The Company agrees that as soon as reasonably practicable following after the execution of this Agreementdate hereof, but in any event no later than April 13September 22, 20252015, Yerbaé shall apply to or such other date as the Court Acquiror and the Company may agree, the Company, in a manner reasonably acceptable to Safety Shotthe Acquiror, acting reasonably, shall apply for the Interim Order pursuant to Division 5 of Part 9 of the BCBCA and and, in co-operation with the Acquiror, prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (a) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Meeting and for the manner in which such notice is to be provided; (b) that the securities of the Company for which holders shall be entitled to vote on the Arrangement Resolution shall be Common Shares, Options and Warrants, voting together as a single class; (c) that Securityholders shall be entitled to vote on the Arrangement Resolution, with each Securityholder being entitled to one vote for each Common Share, and one vote for each Common Share underlying the Options and Warrants held by such Securityholder, as applicable; (d) that the requisite approval for the Arrangement Resolution shall be be: (i) not less than at least 662/3% of the votes cast on by the Arrangement Resolution by Yerbaé Shareholders entitled to vote and Shareholders, present in person or represented by proxy at the Yerbaé Meeting a Meeting, voting together as a single class; class; (ii) at least 662/3% of the votes cast by the Securityholders, present in person or represented by proxy at a Meeting, voting as a single class; and (iii) if required under Applicable Lawrequired, a simple majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and Securityholders present or in person or represented by proxy at the Yerbaé Meeting, voting Meeting (excluding any votes cast by certain “related parties” and “interested parties” (as such terms are defined in MI 61-101) in accordance with Part 8 the requirements of MI 61-101; 101) (collectively the “Securityholder Approval”) (e) that, in all other respects, the terms, restrictions and (iii) any conditions of the Company Governing Documents, including quorum requirements and all other shareholder approvals required by matters, shall apply in respect of the TSXVMeeting; (cf) that it is the intention of Safety Shot Acquiror intends to rely upon Section the exemption from registration provided by section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale issuance of Consideration Shares, Acquiror Shares to be issued in accordance with exchange for securities as contemplated by the Arrangement, based on subject to and conditioned upon the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its 's determination of the fairness of the Arrangement; (d) following a hearing that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject Arrangement is fair and reasonable to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents of Yerbaé, including quorum requirements and other matters, shall apply in respect of the Yerbaé MeetingSecurityholders; (g) for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth contemplated in the Plan of Arrangement; (h) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (i) that the Meeting may be adjourned or postponed from time to time by the Company subject to the terms of this Agreement without the need for additional approval of the Court; (j) that the record date for the Securityholders entitled to notice of, and to vote at, the Meeting shall not change in respect of any adjournment(s) or postponement(s) of the Meeting; and (ik) for such other matters as Safety Shot the Acquiror may reasonably require, subject to obtaining the prior consent of Yerbaéthe Company, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Appears in 1 contract

Sources: Arrangement Agreement (Northern Dynasty Minerals LTD)

Interim Order. As soon as reasonably practicable following the execution of this Agreement, but in any event no No later than April 13three (3) Business Days after the Registration Statement has been declared effective by the SEC, 2025, Yerbaé the Company shall apply to the Court in a manner reasonably acceptable to Safety Shot, acting reasonably, the Parent pursuant to Part 9 Division 5 of the BCBCA and, in cooperation with Spinco and the Parent, prepare, file and diligently pursue an application to the Court of a motion for the Interim Order, which shall must provide, among other things: (a) for the class classes of Persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Company Meeting and for the manner in which such notice is to be provided; (b) that the requisite required level of approval for the Arrangement Resolution shall be (i) not less than 662/3% two-thirds of the votes cast on such resolution by the Arrangement Resolution by Yerbaé Company Shareholders entitled to vote and present in person or by proxy at the Yerbaé Meeting voting together as a single class; (ii) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Company Meeting; (ii) two-thirds of the votes cast on such resolution by the holders of Company Class B Preferred Shares and Class A Series 2 Company Preferred Shares, voting in accordance with Part 8 of MI 61-101; and together as a single class on an as converted basis; (iii) any other shareholder approvals required two-thirds of the votes cast on such resolution by the TSXV;holders of Company Warrants; (iv) two-thirds of the votes cast on such resolution by the holders of Company Options; (v) three-quarters of the underlying value of the votes cast on such resolution by the holders of Company Notes and a majority of the holders of Company Notes; and (vii) any approval requirements as may be imposed by the Court. (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé the Company Shareholders entitled to receive notice of and to vote at the Yerbaé Company Meeting will not change in respect or as a consequence of any adjournment(s) or postponements postponement(s) of the Yerbaé Company Meeting, unless required by Law; (fd) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions and restrictions of the constating documents of YerbaéCompany’s Organizational Documents, including quorum requirements and all other matters, shall apply in respect of the Yerbaé Company Meeting; (ge) for the grant of the Dissent Rights to those Company Shareholders who are registered holders of Yerbaé Shares Company Shareholders as set forth contemplated in the Plan of Arrangement; (hf) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (h) that it is the Company’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the Securities Act with respect to the issuance of Spinco Common Shares and other securities of Spinco as described herein to be issued pursuant to the Arrangement to Company Securityholders upon completion of the Arrangement, based on the Court’s determination that the Arrangement is substantially and procedurally fair and reasonable to the Company Shareholders participating in the Arrangement; and (i) for such other matters as Safety Shot the Parent or Spinco may reasonably require, subject to obtaining the prior consent of Yerbaéthe Company, such consent not to be unreasonably withheld, conditioned or delayedacting reasonably.

Appears in 1 contract

Sources: Business Combination Agreement (Inpixon)

Interim Order. As soon as reasonably practicable following the date of execution of this Agreement, but in any event no later than April 13Mandalay shall file, 2025, Yerbaé shall apply to the Court in a manner acceptable to Safety Shot, acting reasonably, pursuant to the BCBCA and prepare, file proceed with and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (a) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Mandalay Meeting and for the manner in which such notice is to be provided; (b) confirmation of the record date for the purpose of determining which Mandalay Shareholders are entitled to receive notice of, and to vote at, the Mandalay Meeting; (c) that the requisite approval for the Arrangement Resolution (the "Mandalay Shareholder Approval") shall be be: (i) not less than 662/3% two thirds of the votes cast on the Arrangement Resolution by Yerbaé the Mandalay Shareholders entitled to vote and present in person or by proxy at the Yerbaé Meeting voting together as a single class; Mandalay Meeting; and (ii) if required under Applicable Lawif, and to the extent required, a majority of the votes cast on such resolution by the Arrangement Resolution by Yerbaé Mandalay Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Meeting, voting Mandalay Meeting excluding for this purpose votes attached to Mandalay Shares held by persons described in accordance with Part 8 items (a) through (d) of section 8.1(2) of MI 61-101; and (iii) any other shareholder approvals required by the TSXV; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement101; (d) for the grant of Dissent Rights to registered holders of the Mandalay Shares as contemplated in the Plan of Arrangement; (e) that the Yerbaé Mandalay Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to management of Mandalay in accordance with the terms of this Agreement or as otherwise agreed to by the Parties without the need for additional approval of the Court; (ef) that the record date for Yerbaé the Mandalay Shareholders entitled to receive notice of and to vote at the Yerbaé Mandalay Meeting will not change in respect of any adjournment(s) or postponements postponement(s) of the Yerbaé Mandalay Meeting, unless required by the Court or by Law; (fg) thatthat the Parties intend to rely upon the Section 3(a)(10) Exemption, subject to and conditioned on the Court's determination that the Arrangement is substantively and procedurally fair to the Mandalay Shareholders, with respect to the issuance and distribution of the Consideration pursuant to the Arrangement, to implement the transactions contemplated hereby in respect of the Mandalay Shareholders; (h) that each Mandalay Shareholder and any other affected person shall have the right to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response within a specified reasonable time; (i) that in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents of YerbaéMandalay's Constating Documents, including quorum requirements and other matters, shall apply in respect of the Yerbaé Mandalay Meeting; (gj) that the deadline for the grant submission of proxies by Mandalay Shareholders for the Mandalay Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Toronto, Ontario) prior to the time of the Dissent Rights Mandalay Meeting, subject to registered holders waiver by Mandalay in accordance with the terms of Yerbaé Shares as set forth in the Plan of Arrangementthis Agreement; (hk) that, subject to the discretion of the Court, the Mandalay Meeting may be held as a virtual or hybrid meeting, and that the Mandalay Shareholders that participate in the Mandalay Meeting through virtual means, if applicable, will be deemed to be present at the Mandalay Meeting; (l) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and (im) for such other matters as Safety Shot Mandalay and Alkane may reasonably require, as the case may be, subject to obtaining the prior consent of Yerbaéthe other Party, such consent not to be unreasonably withheldconditioned, conditioned withheld or delayed.

Appears in 1 contract

Sources: Arrangement Agreement

Interim Order. As soon as reasonably practicable following the execution of this Agreement, but in any event no later than April 13on or before June 4, 20252015, Yerbaé C▇▇▇▇▇ shall apply to the Court in a manner acceptable to Safety Shot, acting reasonablyCourt, pursuant to Part 9, Division 5 of the BCBCA and and, in cooperation with Starcore, prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (ai) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé C▇▇▇▇▇ Meeting and for the manner in which such notice is to be provided; (bii) for confirmation of the record date for the C▇▇▇▇▇ Meeting referred to in Section 2.3(1). (iii) that the requisite required level of approval (the “Required Approval”) for the Arrangement Resolution shall be (i) not less than 662/3% two-thirds of the votes cast on the Arrangement Resolution by Yerbaé C▇▇▇▇▇ Shareholders entitled to vote and present in person or by proxy at the Yerbaé Meeting voting together as a single class; (ii) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and C▇▇▇▇▇ Optionholders present in person or represented by proxy at the Yerbaé C▇▇▇▇▇ Meeting, voting in accordance with Part 8 of MI 61-101; and (iii) any other shareholder approvals required by the TSXVtogether as a single class; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (div) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions and restrictions of the constating documents of YerbaéC▇▇▇▇▇’▇ Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Yerbaé C▇▇▇▇▇ Meeting; (gv) for the grant of the Dissent Rights to those C▇▇▇▇▇ Shareholders who are registered holders of Yerbaé Shares as set forth in the Plan of ArrangementC▇▇▇▇▇ Shareholders; (hvi) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (vii) that the C▇▇▇▇▇ Meeting may be adjourned or postponed from time to time by C▇▇▇▇▇ in accordance with the terms of this Agreement without the need for additional approval of the Court; (viii) that the record date for C▇▇▇▇▇ Shareholders and C▇▇▇▇▇ Optionholders entitled to notice of and to vote at the C▇▇▇▇▇ Meeting will not change in respect of any adjournment(s) of the C▇▇▇▇▇ Meeting; (ix) that it is Starcore’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Consideration (including the Starcore Shares issuable upon exercise of the C▇▇▇▇▇ Warrants) to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (ix) for such other matters as Safety Shot Starcore may reasonably require, subject to obtaining the prior consent of YerbaéC▇▇▇▇▇, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Appears in 1 contract

Sources: Arrangement Agreement (Starcore International Mines Ltd.)

Interim Order. (a) As soon as reasonably practicable following the execution of this Agreement, but Agreement and in any event no later than April 13the date that is four weeks after the date of this Agreement, 2025unless otherwise mutually agreed by the Parties, Yerbaé Azarga shall apply to the Court in a manner acceptable to Safety ShotenCore, acting reasonably, pursuant to section 291 of the BCBCA and Act and, with the assistance of enCore, prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (ai) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Azarga Meeting and for the manner in which such notice is to be provided; (bii) for the confirming of the record date for the determining those Azarga Shareholders entitled to notice of and to vote at the Azarga Meeting, and that such record date will not change in respect of any adjournment(s) or postponement(s) of the Azarga Meeting; (iii) that the requisite approval for the Arrangement Resolution shall be (i) not less than 662/366 2/3% of the votes cast on the Arrangement Resolution by Yerbaé the Azarga Shareholders entitled to vote and present in person or by proxy at the Yerbaé Azarga Meeting voting together as a single class; (ii) and, if required under Applicable Lawrequired, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé MeetingMI 61-101, voting minority approval in accordance with Part 8 of MI 61-101; 101 and, if and (iii) any other shareholder approvals to the extent required by the TSXVCourt, such other approval of Azarga Securityholders as may be required (the "Azarga Shareholder Approval"); (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (fiv) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents articles and notice of Yerbaéarticles of Azarga, including the quorum requirements requirement and other matters, shall apply in respect of the Yerbaé Azarga Meeting; (gv) for the grant of the Dissent Rights to those Azarga Shareholders who are registered holders of Yerbaé Shares Azarga Shareholders as set forth contemplated in the Plan of Arrangement; (hvi) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (vii) that the Azarga Meeting may be adjourned or postponed from time to time by ▇▇▇▇▇▇ subject to the terms of this Agreement or as otherwise agreed by the Parties without the need for additional approval of the Court; (viii) that the Parties intend to rely upon Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Consideration Shares to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; (ix) that each Azarga Shareholder and any other affected person shall have the right to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response by the time stipulated in the Interim Order; and (ix) for such other matters as Safety Shot Azarga or enCore may reasonably require, subject to obtaining the prior consent of Yerbaéthe other, such consent not to be unreasonably withheld, conditioned or delayed.

Appears in 1 contract

Sources: Arrangement Agreement (enCore Energy Corp.)

Interim Order. As soon as reasonably practicable following the execution of this Agreement, but in any event no later than April 13, 2025, Yerbaé The Company shall apply to the Court in a manner acceptable to Safety Shotthe Purchaser, acting reasonably, pursuant to Section 291 of the BCBCA and and, in cooperation with the Purchaser, prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall must provide, among other things: (ai) for the class classes of Persons persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Company Meeting and for the manner in which such notice is to be provided; (bii) that the requisite required level of approval for the Arrangement Resolution shall be be: (ia) not less than 662/3% at least two-thirds of the votes vote cast on the Arrangement Resolution by Yerbaé Shareholders entitled to vote and the Common Shareholders, voting as a single class, present or in person or represented by proxy at the Yerbaé Meeting voting together as a single class; Company Meeting, with each Common Shareholder being entitled to one vote for each Common Share held by such holder and (iib) if required under Applicable Lawrequired, a majority of the votes cast on attached to the Arrangement Resolution Common Shares held by Yerbaé Common Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé MeetingCompany Meeting excluding, voting in accordance with Part 8 of for this purpose, votes attached to the Common Shares that are required to be excluded pursuant to MI 61-101; 101, and (iii) any other shareholder that these shall be the only requisite approvals required by the TSXVCommon Shareholders; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (fiii) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions and restrictions of the constating documents of YerbaéCompany’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Yerbaé Company Meeting; (giv) for the grant of the Dissent Rights to those Common Shareholders who are registered holders of Yerbaé Shares Common Shareholders as set forth contemplated in the Plan of Arrangement; (hv) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (vi) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (vii) that the record date for the Common Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) or postponements of the Company Meeting, unless required by Law; and (iviii) for such other matters as Safety Shot the Purchaser may reasonably require, subject to obtaining the prior consent of Yerbaéthe Company, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Appears in 1 contract

Sources: Arrangement Agreement (Merus Labs International Inc.)

Interim Order. ‌ (a) As soon as reasonably practicable following the execution date of this Agreement, but in any event no later than April 13in sufficient time to hold the Basin Meeting in accordance with Section 2.5(a), 2025, Yerbaé Basin shall apply to the Court in a manner acceptable to Safety Shot, acting reasonably, pursuant to the BCBCA prepare and prepare, file and diligently pursue an application to the Court Court, pursuant to Section 291 of the BCBCA, for the Interim OrderOrder in a manner and form reasonably acceptable to Nexus, which and thereafter diligently pursue obtaining the Interim Order in such form.‌ (b) The notice of motion for the application referred to in Section 2.2(a) shall request that the Interim Order provide, among other things: (ai) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Basin Meeting and for the manner in which such notice is to be provided; (bii) for confirmation of the record date for the Basin Meeting; (iii) that the requisite approval for the Arrangement Resolution shall be be:‌ (iA) the affirmative vote of not less than 662/3% 66 ⅔% of the votes cast on the Arrangement Resolution by Yerbaé Shareholders entitled to vote and present in person or by proxy at the Yerbaé Meeting Basin Shareholders, voting together as a single class; class, present in person or represented by proxy at the Basin Meeting; and (iiB) if required under Applicable Lawrequired, a simple majority of the votes cast on the Arrangement Resolution by Yerbaé Basin Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Meeting, voting Basin Meeting (excluding Basin Shares held by certain “related parties” and “interested parties (as such terms are defined in MI 61-101) in accordance with Part 8 the requirements of MI 61-101; and 101), (iii) any other shareholder approvals required by collectively, the TSXV“Required Vote”); (civ) that it is in all other respects the intention of Safety Shot to rely upon Section 3(a)(10) terms, restrictions and conditions of the U.S. Securities Act articles of Basin, including quorum requirements, shall apply in connection with respect of the offer and sale Basin Meeting; (v) for the grant of Consideration the Dissent Rights to registered holders of Basin Shares, as contemplated in accordance with the Arrangement, based on the Court’s approval Plan of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (dvi) for the notice requirements with respect to the hearing of the application to the Court for the Final Order; (vii) that the Yerbaé Basin Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement Basin without the need for additional approval of the Court; (eviii) that the record date for Yerbaé Basin Shareholders entitled to notice of and to vote at the Yerbaé Basin Meeting will not change in respect of any adjournment(s) or postponements postponement(s) of the Yerbaé Basin Meeting; (fix) thatthat the Parties intend to rely on the Section 3(a)(10) Exemption, in all other respects, other than as ordered by subject to and conditioned on the Court, ’s determination that the terms, conditions Arrangement is substantively and restrictions of the constating documents of Yerbaé, including quorum requirements and other matters, shall apply in respect of the Yerbaé Meeting; (g) for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth in the Plan of Arrangement; (h) for the notice requirements with respect procedurally fair to the presentation of the application Basin Shareholders who are entitled to receive Consideration Shares and SpinCo Shares pursuant to the Court for the Final OrderArrangement; and (ix) for such other matters as Safety Shot of Nexus may reasonably require, subject to obtaining the prior consent of YerbaéBasin, such consent not to be unreasonably withheld, conditioned delayed or delayedconditional.

Appears in 1 contract

Sources: Arrangement Agreement

Interim Order. As soon as reasonably practicable following after the execution date of this Agreement, but in any event no later than April 13, 2025, Yerbaé the Company shall apply to the Court in a manner reasonably acceptable to Safety Shot, acting reasonably, the Purchaser pursuant to Section 291 of the BCBCA and and, in cooperation with the Purchaser, prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall must provide, among other things: (a1) for the class classes of Persons persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Company Meeting and for the manner in which such notice is to be provided; (b2) that the requisite required level of approval for the Arrangement Resolution shall be be: (ia) not less than 662/3% two-thirds of the votes cast on the Arrangement Resolution such resolution by Yerbaé Common Shareholders entitled to vote and present in person or by proxy at the Yerbaé Meeting voting together as a single class; (ii) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Company Meeting; and (b) if required under Law, by a majority of the votes cast by Common Shareholders present in person or represented by proxy at the Company Meeting, voting in accordance with Part 8 excluding the votes of those Persons whose votes are required to be excluded under MI 61-101; and (iii) any other shareholder approvals required by the TSXV101; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f3) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions and restrictions of the constating documents of YerbaéCompany’s Constating Documents, including quorum requirements and all other matters, in respect of shareholder’s meetings, shall apply in respect of the Yerbaé Company Meeting; (g4) for the grant of the Dissent Rights to those Common Shareholders who are registered holders of Yerbaé Shares Common Shareholders as set forth contemplated in the Plan of Arrangement; (h5) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (6) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (7) that the record date for the Common Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by Law; and (i) 8) for such other matters as Safety Shot the Purchaser may reasonably require, subject to obtaining the prior consent of Yerbaéthe Company, such consent not to be unreasonably withheld, conditioned withheld or delayed. In seeking the Interim Order, the Company shall advise the Court that it is the Purchaser’s intention to rely upon the exemption from registration provided in Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Purchasers Shares pursuant to the Arrangement, based on the Court’s approval of the Arrangement.

Appears in 1 contract

Sources: Arrangement Agreement (Transatlantic Petroleum Ltd.)

Interim Order. As soon as reasonably practicable following the execution The notice of this Agreement, but in any event no later than April 13, 2025, Yerbaé shall apply to the Court in a manner acceptable to Safety Shot, acting reasonably, pursuant to the BCBCA and prepare, file and diligently pursue an originating application to the Court of for the Interim Order, which Order referred to in Section 2.2(a) shall request that the Interim Order provide, among other things: (a) for the class calling and holding of Persons the DirectCash Meeting, including the confirmation of the Record Date for determining the classes of persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé DirectCash Meeting and for the manner in which such notice is to be provided; (b) that the DirectCash Shareholders shall be entitled to vote with respect to the Arrangement Resolution, with each DirectCash Shareholder being entitled to one vote for each Common Share held; (c) that, subject to the approval of the Court, the requisite approval for the Arrangement Resolution by the DirectCash Shareholders shall be be (i) not less than 662/366 2/3% of the votes cast on the Arrangement Resolution by Yerbaé the DirectCash Shareholders entitled to vote and present in person or by proxy at the Yerbaé Meeting voting together as a single class; (ii) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé DirectCash Meeting; and (ii) a majority of the votes cast by the DirectCash Shareholders present in person or by proxy at the DirectCash Meeting, voting in accordance with Part 8 of after excluding the votes cast by those persons whose votes must be excluded pursuant to MI 61-101; and 101; (iii) any other shareholder approvals required by collectively, the TSXV; (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement;“Shareholders’ Vote”) (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval terms, restrictions and conditions of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents of YerbaéDirectCash Organizational Documents, including quorum requirements and all other matters, shall apply in respect of the Yerbaé DirectCash Meeting; (ge) for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth DirectCash Shareholders in the manner contemplated in the Plan of Arrangement; (hf) for the notice requirements with respect to the presentation of the application to the Court for the a Final Order; (g) that the DirectCash Meeting may be adjourned or postponed from time to time in accordance with this Agreement without the need for additional approval by the Court; (h) that the Record Date will not change in respect of or as a consequence of any adjournment or postponement of the DirectCash Meeting, unless required by Law; and (i) for such other matters as Safety Shot the Parent may reasonably require, subject to obtaining the prior written consent of YerbaéDirectCash, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Appears in 1 contract

Sources: Arrangement Agreement (Cardtronics PLC)

Interim Order. (a) As soon as reasonably practicable following the execution of this Agreement, but in any event no later than April 13, 2025, Yerbaé Silver Eagle shall apply to the Court in a manner acceptable to Safety ShotExcellon, acting reasonably, pursuant to section 182(5) of the BCBCA Act and prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (ai) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Silver Eagle Meeting and for the manner in which such notice is to be provided; (bii) that the requisite approval for the Arrangement Resolution shall be (i) not less than 662/366 2/3% of the votes cast on the Arrangement Resolution by Yerbaé the Silver Eagle Shareholders entitled to vote and present in person or by proxy at the Yerbaé Silver Eagle Meeting and voting together as a single class; class (ii) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Meeting, voting in accordance with Part 8 of MI 61-101; and (iii) any other shareholder approvals required by the TSXV“Silver Eagle Shareholder Approval”); (c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (fiii) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents articles and by-laws of YerbaéSilver Eagle, including the quorum requirements requirement and other matters, shall apply in respect of the Yerbaé Silver Eagle Meeting; (giv) for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth contemplated in the Plan of Arrangement; (hv) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (vi) that the Silver Eagle Meeting may be adjourned or postponed from time to time by Silver Eagle subject to the terms of this Agreement without the need for additional approval of the Court; and (ivii) that the record date for such other matters as Safety Shot may reasonably require, subject Silver Eagle Shareholders entitled to obtaining notice of and to vote at the prior consent Silver Eagle Meeting will not change in respect of Yerbaé, such consent not any adjournment(s) of the Silver Eagle Meeting. (b) Silver Eagle shall advise the Court of its intention to be unreasonably withheld, conditioned or delayedrely upon Section 3(a)(10) of the U.S. Securities Act to implement the transactions contemplated hereby in respect of the Silver Eagle Shareholders and holders of Silver Eagle Options who are resident in the United States.

Appears in 1 contract

Sources: Arrangement Agreement

Interim Order. As soon as reasonably practicable following the execution of this Agreement, but and in any event no later than April 13in sufficient time to hold the Sunward Meeting in accordance with Section 2.3, 2025, Yerbaé Sunward shall apply to the Court in a manner acceptable to Safety ShotNovaCopper, acting reasonably, pursuant to Section 291 of the BCBCA and prepare, file and diligently pursue an application to the Court of for the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Sunward Meeting and for the manner in which such notice is to be provided; (b) that the requisite approval for the Arrangement Resolution shall be the affirmative vote of (i) not less than 662/3% at least two-thirds of the votes cast on at the Arrangement Resolution by Yerbaé Shareholders entitled to vote and present Sunward Meeting in person or by proxy at by the Yerbaé Meeting Sunward Shareholders voting together as a single class; one class on the basis of one vote per Sunward Share and (ii) if to the extent required under Applicable Lawby Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, a the majority of the votes cast on at the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present Sunward Meeting in person or represented by proxy at the Yerbaé Meeting, voting in accordance with Part 8 of MI 61-101; and (iii) any other shareholder approvals required by the TSXV; (c) that it is Sunward Shareholders on the intention basis of Safety Shot to rely upon Section 3(a)(10) one vote per Sunward Share, excluding the votes cast in respect of the U.S. Securities Act in connection with the offer and sale Sunward Shares held by certain interested or related parties or joint actors of Consideration Shares, Sunward in accordance with the Arrangement, based on minority approval requirements of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; “Sunward Shareholder Approval”); (d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting; (fc) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the Sunward constating documents of Yerbaédocuments, including quorum requirements and other matters, shall apply in respect of the Yerbaé Sunward Meeting; (gd) for the grant of the Dissent Rights only to the Sunward Shareholders who are registered holders of Yerbaé Shares as set forth in the Plan of ArrangementSunward Shareholders; (he) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Sunward Meeting may be adjourned from time to time by the management of Sunward with the consent of NovaCopper without the need for additional approval of the Court; (g) that the record date for Sunward Shareholders entitled to notice of and to vote at the Sunward Meeting will not change in respect of any adjournment(s) of the Sunward Meeting; (h) that it is NovaCopper’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Consideration Shares to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (i) for such other matters as Safety Shot NovaCopper may reasonably require, subject to obtaining the prior consent of YerbaéSunward, such consent not to be unreasonably unnecessarily withheld, conditioned or delayed.

Appears in 1 contract

Sources: Arrangement Agreement (NovaCopper Inc.)