Listing Statement. (a) If it is determined by BevCanna in consultation with its legal counsel that a Listing Statement is required to be filed in connection with the Amalgamation, the Parties shall use all commercially reasonable efforts to prepare and complete, in consultation with each other, the Listing Statement together with any other documents required by Applicable Laws in connection with the Amalgamation. The Parties shall use their commercially reasonable efforts to cause the Listing Statement and such other documents, as applicable, to be filed with the CSE no later than January 29, 2021, unless otherwise agreed to by the Parties; provided that each Party delivers to the other Parties all requisite information of such Party, financial or otherwise, and any other requisite materials for inclusion in the Listing Statement no later than January 15, 2021, unless otherwise agreed to by the Parties. (b) The Parties shall ensure that the Listing Statement complies in material respects with Applicable Laws, does not contain any misrepresentation. BevCanna shall give Naturo and its legal counsel a reasonable opportunity to review and comment on drafts of the Listing Statement and other related documents, and shall give reasonable consideration to any comments made by Naturo and its legal counsel. Naturo and BevCanna shall each provide all necessary information concerning them that is required by Applicable Laws to be included with respect to each of them in the Listing Statement, and shall use their best efforts to ensure that such information does not contain any misrepresentation. Each Party shall promptly notify the other Parties if it becomes aware that the Listing Statement contains a misrepresentation, or otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Parties shall, as required by Applicable Laws, promptly file on SEDAR and, if required by Applicable Laws, file the same with any other Governmental Authority.
Appears in 1 contract
Sources: Business Combination Agreement
Listing Statement.
(a) If it is determined by BevCanna in consultation with its legal counsel that a Listing Statement is required to be filed in connection with the Amalgamation, the Parties Each Party shall use all commercially reasonable efforts to prepare take, or cause to be taken, all actions and completedo or cause to be done all things reasonably necessary, in consultation with proper or advisable on its part under applicable Law to enable the listing on the CSE by the Resulting Issuer of the Resulting Issuer Subordinate Voting Shares as soon as practical following the Effective Date.
(b) As promptly as reasonably practicable following execution of this Agreement: (i) each other, of the Listing Statement together with any other documents required by Applicable Laws in connection with the Amalgamation. The Parties shall use their commercially reasonable efforts furnish all information regarding such Party and its Subsidiaries as may be required to cause be included in the Listing Statement and such other documents, as applicable, listing statement required to be filed with the CSE no later than January 29, 2021, unless otherwise agreed in connection with the Pubco CSE Approval (the “Listing Statement”); and (ii) the Transacting Parties shall work together to by prepare the Parties; provided that each Party delivers to the other Parties all requisite information of such Party, financial or otherwiseListing Statement, and any other requisite materials for inclusion in documents required by applicable Laws. Assuming compliance by the Parties with their obligations under clauses (i) and (ii) above, ▇▇▇▇▇ shall file, concurrent with the closing of the transactions contemplated herein or as otherwise instructed by the CSE or an applicable Governmental Entity, the Listing Statement no later than January 15, 2021, unless otherwise agreed and other required filings with applicable Governmental Entities in all jurisdictions where the same is required to by the Partiesbe filed.
(bc) The Each of the Parties shall ensure that the information furnished by such Party that is reasonably required to be included in the Listing Statement under applicable Law complies in all material respects with Applicable all applicable Laws.
(d) Each of the Parties shall use commercially reasonable efforts to obtain any necessary consents from its auditors and any other advisors to the use of any financial, does not contain any misrepresentation. BevCanna shall give Naturo technical or other expert information required to be included in the Listing Statement and to the identification in the Listing Statement of each such advisor.
(e) Each of the Parties and its legal counsel advisors shall be given a reasonable opportunity to review and comment on drafts the Listing Statement prior to such document being filed with the applicable Governmental Entities, and any reasonable comments of the Parties and their respective advisors shall be incorporated therein. The Parties acknowledge that the final form of the Listing Statement and other related documents, and shall give reasonable consideration to any comments made be determined by Naturo and its legal counsel. Naturo and BevCanna shall each provide all necessary information concerning them that is required by Applicable Laws to be included with respect to each the Resulting Issuer.
(f) Each of them in the Listing Statement, and shall use their best efforts to ensure that such information does not contain any misrepresentation. Each Party Parties shall promptly notify the other Parties if it becomes aware that at any time before the Effective Date, to its knowledge the Listing Statement contains a misrepresentation, is false or misleading in any material respect with respect to any Person or otherwise requires an amendment or supplement. The Parties shall co-operate cooperate in the preparation of any such amendment or supplement to the Listing Statement as required or appropriate, and the Parties shall, as required by Applicable Laws, promptly file on SEDAR and, if required by Applicable Laws, file the same with any other Governmental Authority.
Appears in 1 contract
Sources: Business Combination Agreement