Aphria Board definition

Aphria Board means the board of directors of Aphria, as constituted from time to time.

Aphria Board means the board of directors of Aphria, as constituted from time to time. “Aphria Board Recommendation” has the meaning ascribed thereto in Section 2.4(2).

Aphria Board means the board of directors of Aphria being, as of the date of this Directors’ Circular, John Cervini, Cole Cacciavillani, Victor Neufeld, Shlomo Bibas, Shawn Dym, John M. Herhalt, Renah Persofsky, Michael Serruya, Tom Looney and Irwin Simon.

Examples of Aphria Board in a sentence

• At a meeting of the Aphria Board held on December 15, 2020, Jefferies delivered its opinion, subsequently confirmed in writing, to the Aphria Board to the effect that, as at the date thereof, based upon the scope of review and subject to the assumptions, limitations, qualifications, procedures and other factors set out therein, the Exchange Ratio is fair, from a financial point of view, to the Aphria Shareholders.

• Further to the foregoing, Aphria shall cause the Aphria Board to make the determinations required by Section 13.07 of the Aphria Convertible Senior Notes Indenture.

• A: The Aphria Board and the Tilray Board each believe that, at this stage of development and expansion of the global cannabis market, companies with financial strength, a strategic footprint and scale, a diverse product range, brand expertise and strong leadership are most likely to succeed in the long-term.

• Summary of Aphria Financial ProjectionsIn addition (as described in the section entitled “Description of the Arrangement – Aphria Unaudited Financial Projections” beginning on page [•] of this Circular), Aphria management prepared certain unaudited prospective financial information for fiscal years 2021 through 2024 for the Aphria Board (the “Aphria Unaudited Financial Projections”.

• Recommendation of the Aphria BoardThe Aphria Board believes that the Arrangement is in the best interest of Aphria and is fair to the Aphria Shareholders.

• The term of the Options and the vesting schedule is determined by the Aphria Board at the time of grant, but may in no case be exercisable for a period exceeding 10 years.

• Jefferies LLC, Aphria’s financial advisor, has delivered to the Aphria Board on or prior to the date of this Agreement its opinion in writing or orally, in which case such opinion will be subsequently confirmed in writing, to the effect that, as of the date thereof and based upon and subject to the factors and assumptions set forth therein, the Consideration is fair, from a financial point of view, to Aphria Shareholders as of the date of this Agreement.

• The Aphria Board, following receipt of the recommendation of the Independent Committee, has unanimously concluded that the Hostile Bid is undervalued and inadequate and not in the best interests of Aphria, Aphria Shareholders or Aphria’s other stakeholders.

• During each Fiscal Year during the Term, the Manager shall be eligible to receive a performance-based bonus of up to 100% of the Management Fee (the “Bonus”) to be paid within 90 days following the Fiscal Year end, or within such other period as determined by the Aphria Board of Directors.

• The Aphria Board UNANIMOUSLY recommends that any Aphria Shareholder who has tendered its Aphria Shares to the Hostile Bid WITHDRAW those Aphria Shares.Aphria Shareholders who already have tendered their Aphria Shares to the Hostile Bid and who wish to obtain assistance in withdrawing them are urged to contact their broker or Laurel Hill Advisory Group, at 1-877-452-7184 (toll-free in North America), or 1-416-304-0211 (collect calls outside North America), or by email at assistance@laurelhill.com.