Coalhunter definition
Examples of Coalhunter in a sentence
If the directors of Coalhunter so determine, acting in good faith, Coalhunter shall enter into an amended agreement with Cardero reflecting the amended proposal of Cardero.
Coalhunter acknowledges that it is not currently engaged in any discussions or negotiations with any parties (other than Cardero) in connection with any proposal that constitutes, or may reasonably be expected to constitute, a Competing Offer or an Alternative Company Transaction and that it will not solicit from any parties a Competing Offer or Alternative Company Transaction in breach of this Agreement.
To the extent that the withheld amount may be reduced (e.g., based on paragraph 153(1.01)(a) of the Tax Act) as permitted under applicable tax law, Coalhunter, Cardero and the Depositary, as the case may be, shall, acting reasonably, withhold on the lower amount.
Coalhunter, Cardero and the Depositary will be entitled to deduct and withhold from all payments, deliveries or other distributions otherwise payable to any Coalhunter Shareholder or Coalhunter Option holder such amounts as Coalhunter, Cardero or the Depositary is required or permitted to deduct and withhold with respect to such payment under the Tax Act, the Code or any provision of any applicable federal, provincial, state, local or foreign tax law or treaty, in each case, as amended.
The petition for the Final Order will inform the Court that, based on the Court’s approval of the Arrangement in the Final Order, Cardero will rely on Section 3(a)(10) of the 1933 Act for an exemption from the registration requirements of the 1933 Act with respect to the issuance of the Cardero Shares in exchange for the Coalhunter Shares pursuant to the Arrangement.
To the extent that amounts are so withheld, such withheld amounts will be treated for all purposes hereof as having been paid to the Coalhunter Shareholder or Coalhunter Option holder in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority.
Coalhunter shall (i) keep Cardero fully informed of the status including any change to the material terms of any such Competing Offer or a proposal regarding an Alternative Company Transaction or inquiry and (ii) provide to Cardero as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to it from any Person in connection with any Competing Offer or a proposal regarding an Alternative Company Transaction.
This Plan of Arrangement is made pursuant to, is subject to the provisions of, and forms part of the Arrangement Agreement and will become effective at the Effective Time on the Effective Date and will be binding upon Cardero, Coalhunter, Coalhunter Shareholders and holders of Coalhunter Options.
Coalhunter will mail the Coalhunter Circular to the appropriate Persons in accordance with applicable Laws and the Interim Order.
Nothing in this Agreement will prohibit, enjoin or otherwise restrict the Board of Directors of Coalhunter in the fulfilment of their fiduciary duties under applicable Law.