Issue link: http://www.e-digitaleditions.com/i/1238652
Lawson Lundell LLP 34 31. What are the material conditions to the obligations of the Purchaser to close? Uncommon (10-40%) The Target provided copies of all documents required by the agreement The Target's shareholders approved the transaction resolution Number of outstanding Target shares does not exceed a specified number The Target's net debt is less than a specified amount All of the Target's options were exercised or terminated Rare (less than 10%) All outstanding Target warrants exercised or terminated The Target delivered payout letters for credit facilities The Target's officers and directors submitted resignations Lock-up agreements have not been terminated No material breaches of lock-up agreements The Target's transaction costs do not exceed a specified amount The Purchaser's financing has been completed The Target board has not withdrawn or amended its recommendation The Target's working capital is not less than a specified amount No right of first refusal exercised on specified Target properties The Target's employment or severance-related obligations do not exceed a specified amount The Target's tax pools are not less than specified amount The Target paid all aged payables The Target has credit facilities or other funds available to pay any net debt at the effective date The Target's capital expenditures do not exceed a specified amount No more than a specified number of shares issuable pursuant to the Target's options No changes to Income Tax Act (Canada) which materially impair the Purchaser's expected tax consequences of the transaction The Target's Alberta Energy Regulator liability management rating at least a specified threshold The Target entered into executive employment agreements satisfactory to the Purchaser with certain officers The Target gave notice of any breach or non-performance The Purchaser received all digital records of the Target Not make whole premium payable for any convertible debentures 32. What are the material conditions to the obligations of the Target to close? Standard (80%+) The Purchaser's representations are true and correct in all material respects at the effective date The Purchaser complied with all covenants, except where failure not expected to have material adverse effect or impede the transaction Common (41-79%) The Purchaser's board approved the transaction No material adverse change in the Purchaser