Exclusivity and Access. 18.1. Obligations of the Corporation and Corporation Shareholders Prior to the Termination Date, or the earlier termination of this Agreement, neither the Corporation nor the Corporation Shareholders shall, directly or indirectly, negotiate or deal with any party other than with the Acquiror relating to the sale or disposition of any part of the outstanding the Corporation Shares or assets of the Corporation, or solicit enquiries or provide information with respect to same. Notwithstanding the foregoing, nothing contained in this Agreement shall be interpreted to extend to the acts or omissions of any person acting in his or her capacity as a director or officer of the Corporation or otherwise to xxxxxx the proper exercise of discretion of such Person. In addition, nothing contained in this Agreement will prohibit, prevent or restrict the Corporation from furnishing or providing information in respect of or otherwise responding to or engaging in discussions or negotiations in respect of, an unsolicited Alternative Transaction not resulting from a breach of this Section 18.1, or the directors of the Corporation, in the fulfilment of their fiduciary duties, from supporting or facilitating any such unsolicited Alternative Transaction, or the Corporation or the Corporation Shareholders from completing any such Alternative Transaction, or entering into a definitive and binding agreement to effect such an Alternative Transaction, if directors of the Corporation determine in good faith, after consultation, to the extent considered appropriate by the directors, with its financial and legal advisors, that such unsolicited Alternative Transaction constitutes, or could reasonably be expected to lead to or result in, a transaction that would, if consummated in accordance with its terms, be more favourable to the Corporation or the Corporation Shareholders than the Transaction provided, however, that prior to taking such action, the directors of the Corporation shall have concluded, after considering Applicable Laws, and receiving advice of outside counsel, that such action would be a proper exercise of its fiduciary duties, or is otherwise required, under Applicable Laws, that it is appropriate that the directors take such action in order to properly discharge their fiduciary duties or that such action is otherwise required under Applicable Laws
Exclusivity and Access. 37 8.1 Obligations of Cognetivity and the Cognetivity Shareholders 37 8.2 Obligations of Utor. 37 PART 9 LIMITED POWER OF ATTORNEY 37 9.1 Limited Power of Attorney 37 PART 10 GENERAL 38 10.1 Confidential Information. 38 10.2 Counterparts. 39 10.3 Statutory References. 39 10.4 Date for Action. 39 10.5 Severability. 39 10.6 Applicable Law. 39 10.7 Successors and Assigns 39 10.8 Expenses 39 10.9 Further Assurances. 40 10.10 Entire Agreement. 40 10.11 Notices. 40 10.12 Waiver 41 10.13 Amendments. 42 10.14 Remedies Cumulative. 42 10.15 Currency. 42 10.16 Time of Essence. 42 10.17 Independent Legal Advice. 42 SCHEDULE “A” – COGNETIVITY SHAREHOLDERS SCHEDULE “B” – UTOR SHARE AMENDMENT SCHEDULE “C”– COGNETIVITY’S DILUTIVE SECURITIES SCHEDULE “D” – UTOR MATERIAL CONTRACTS SCHEDULE “E” – COGNETIVITY MATERIAL CONTRACTS SCHEDULE “F” – PROMISSORY NOTE SCHEDULE “G” – ESCROWED SHAREHOLDERS THIS SHARE EXCHANGE AGREEMENT is made effective as of the 12th day of June, 2017 (the “Effective Date”). AMONG: COGNETIVITY LTD., a company incorporated under the laws of the United Kingdom, and having an office at 2 Royal Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxx Xxxxxxx, XX0 0XX (“Cognetivity”) AND: OF THE FIRST PART UTOR CAPITAL CORP., a company incorporated under the laws of British Columbia, Canada, and having an office at Suite 1980, 1075 West Georgia Street, Vancouver, British Columbia, Canada, V6E 3C9 (“UTOR”) AND: OF THE SECOND PART The shareholders of Cognetivity listed in the attached Schedule “A” (hereinafter collectively referred to as, the “Cognetivity Shareholders”) OF THE THIRD PART
Exclusivity and Access
