The Interim Order Sample Clauses
The Interim Order. No later than three (3) Business Days after the Proxy/Registration Statement is declared effective by the SEC, the Company shall apply pursuant to Section 192 of the CBCA in a manner reasonably acceptable to SPAC and, in cooperation with SPAC, shall prepare, file and diligently pursue an application to the Court for the Interim Order in respect of the Arrangement, which shall provide, among other things:
(i) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Company Shareholders Meeting and for the manner in which such notice is to be provided, such notices to include, inter alia, that such Persons have a right to appear at the hearing before the Court at which the fairness of the Arrangement is to be adjudged upon filing notices of appearance;
(ii) that the record date for the holders of Company Common Shares entitled to receive notice of and to vote at the Company Shareholders Meeting will not change in respect of or as a consequence of any adjournment or postponement of the Company Shareholders Meeting, unless required by Law or the CBCA, or with the prior written consent of SPAC (not to be unreasonably withheld, conditioned or delayed);
(iii) that the required level of approval for the Company Arrangement Resolution shall be the Company Required Approval;
(iv) that the Company Shareholders Meeting may be held in person or be a virtual meeting or hybrid meeting whereby all Company Shareholders may join virtually;
(v) 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 Company Shareholders Meeting;
(vi) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(vii) that the Company Shareholders 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;
(viii) for the grant of Dissent Rights as set forth in the Plan of Arrangement to holders of Company Common Shares, in each case who are registered Company Shareholders; and
(ix) for such other matters as the parties hereto may agree are reasonably necessary to complete the Transactions.
The Interim Order. As soon as reasonably practicable after the date of this Agreement, but in any event no later than five (5) Business Days after the initial filing with the SEC of the Proxy/Registration Statement, the Company shall apply, in accordance with the provisions of the BCBCA and, in cooperation with SPAC (which shall include the opportunity to review all relevant documents by SPAC and the incorporation of all reasonable comments from SPAC thereon), prepare, file and diligently pursue an application to the Court for the Interim Order in respect of the Arrangement, which shall identify that the Shareholder Support Agreements have been executed by the Key Company Shareholders and shall provide, among other things:
(i) for the class(es) of Persons to whom notice is to be provided in respect of the Arrangement and the Company Shareholders Meeting, and for the manner in which such notice is to be provided;
(ii) that the required level of approval for the Company Resolution shall be the Company Required Approval and that under the Shareholder Support Agreements, the Key Company Shareholders have, in aggregate, irrevocably agreed to vote in favor of the Company Resolution and the Company has agreed to use its commercially reasonable efforts to obtain the Company Required Approval in respect of the Company Resolution and to solicit proxies in favor of the approval of the Company Resolution and against any resolution submitted by any Company Shareholder that is inconsistent with the Company Resolution and the completion of any of the transactions contemplated herein;
(iii) that, in all other respects, the terms, restrictions and conditions of the Governing Documents of the Company, including quorum requirements and all other matters, shall apply in respect of the Company Shareholders Meeting;
(iv) for the grant of the Dissent Rights to those Company Shareholders who are registered Company Shareholders as contemplated by the Plan of Arrangement;
(v) for the notice requirements regarding the presentation of the application to the Court for the Final Order;
(vi) that the Company Shareholders 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 in writing by the parties hereto without the need for additional approval of the Court and without the necessity of first convening the Company Shareholders Meeting or first obtaining any vote of the Company Shareholders respecting the adjournment or...
The Interim Order. As soon as reasonably practicable after the date of this Agreement, but in any event no later than five (5) Business Days after the effective date of the Registration Statement, the Company shall apply in a manner reasonably acceptable to SPAC pursuant to Part 9, Division 5 of the BCBCA and, in cooperation with SPAC, prepare, file and diligently pursue an application to the Court for the Interim Order in respect of the Arrangement, 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 Company Meeting and for the manner in which such notice is to be provided;
(b) that the required level of approval for the Company Arrangement Resolution shall be the Company Required Approval;
(c) that, in all other respects, the terms, restrictions and conditions of the Company Governance Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting;
(d) for the grant of the Arrangement Dissent Rights to those 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 Company Meeting may be adjourned or postponed from time to time by the Company with the consent of SPAC (not to be unreasonably withheld, delayed or conditioned), in accordance with the terms of this Agreement without the need for additional approval of the Court;
(g) 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) or postponement(s) of the Company Meeting; and
(h) for such other matters as the parties may agree are reasonably necessary to complete the Transactions.
The Interim Order. Subject to the assumptions, qualifications, exclusions and other limitations identified in this letter, we are of the opinion that:
1. Upon entry of the Interim Order by the Bankruptcy Court and subject thereto, the Credit Agreement will be duly executed and delivered on behalf of each Loan Party that is a party thereto and (assuming the due authorization, execution and delivery thereof by the parties thereto other than the Loan Parties) will constitute a valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms. No opinion is expressed in this opinion as to the creation, perfection or priority of any Liens, and we note that the enforcement of any Liens may require filings with and the approval of the Bankruptcy Court.
2. Upon entry of the Interim Order by the Bankruptcy Court and subject thereto, the execution and delivery of the Credit Agreement, the consummation of the transactions contemplated thereby, and the compliance by each Loan Party, as applicable, with any of the provisions thereof pertaining to such Loan Party will not conflict with, constitute a default under or violate any applicable provision of existing New York, Delaware general corporate or federal statutory law or rule or regulation covered by this letter.
3. Other than the entry of the Interim Order of the Bankruptcy Court, no approval, authorization, consent, permit, order or other action of any New York, Delaware or federal Governmental Authority is required in connection with (i) the execution, delivery or performance by any Loan Party of the Credit Agreement, or (ii) the legality, validity, binding effect or enforceability of the Credit Agreement, except for the filings required by the terms of the Credit Agreement in connection with the Liens created in favor of the Administrative Agent by the Credit Agreement and except that (a) we express no opinion regarding actions or filings required in connection with the ordinary course conduct by each Loan Party of its business and ownership or operation by each Loan Party of its assets, to the extent that the same may be required by the Credit Agreement, and (b) enforcement of any liens with respect to the Loan Parties may require filing with and approval of the Bankruptcy Court.
4. The making of the extensions of credit to the Borrower under the Credit Agreement does not violate Regulations T, U or X of the Board of Governors of the Federal Reserve System under the Securities Exchan...
The Interim Order. Subject to the assumptions, qualifications, exclusions and other limitations identified in this letter, we are of the opinion that:
1. Upon entry of the Interim Order by the Bankruptcy Court and subject thereto, the Credit Agreement will be duly executed and delivered on behalf of each Loan Party that is a party thereto and (assuming the due authorization, execution and delivery thereof by the parties thereto other than the Loan Parties) will constitute a valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms. No opinion is expressed in this opinion as to the creation, perfection or priority of any Liens, and we note that the enforcement of any Liens may require filings with and the approval of the Bankruptcy Court.
2. Upon entry of the Interim Order by the Bankruptcy Court and subject thereto, the execution and delivery of the Credit Agreement, the consummation of the transactions contemplated thereby, and the compliance by each Loan Party, as applicable, with any of the provisions thereof pertaining to such Loan Party will not conflict with, constitute a default under or violate any applicable provision of existing New York, Delaware general corporate or federal statutory law or rule or regulation covered by this letter.
3. Other than the entry of the Interim Order of the Bankruptcy Court, no approval, authorization, consent, permit, order or other action of any New York, Delaware or federal Governmental Authority is required in connection with (i) the execution, delivery or performance by any Loan Party of the Credit Agreement, or (ii) the legality, validity, binding effect or enforceability of the Credit Agreement, except for the filings required by the terms of the Credit Agreement in connection with the Liens created in favor of the Administrative Agent by the Credit Agreement and except that (a) we express no opinion regarding actions or filings required in connection with the ordinary course conduct by each Loan Party of its business and ownership or operation by each Loan Party of its assets, to the extent that the same may be required by the Credit Agreement, and (b) enforcement of any liens with respect to the Loan Parties may require filing with and approval of the Bankruptcy Court.
4. The making of the extensions of credit to the Borrower under the Credit Agreement does not violate Regulations T, U or X of the Board of Governors of the Federal Reserve System under the Securities Exchan...