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2020 Canadian Public Energy M&A Review (FINAL)

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Lawson Lundell LLP 29 Covenants 21. What are Target's material obligations during the period before the completion of the acquisition? Standard (80%+) Not restructure its share capital Not declare any dividends Not amend its constating documents Not resolve to liquidate, dissolve, merge, consolidate or re-organize Not pay or discharge any material claims, liabilities or obligations Continue to operate the business in the ordinary course Maintain current insurance Common (41-79%) Cease solicitation of competing proposals Not redeem or repurchase its securities Not issue, sell or grant its securities, other than pursuant to any options, warrants or similar rights Not make any contributions or loans to any third party, other than a subsidiary in the ordinary course of business Not increase compensation or bonuses offered to employees Not terminate without cause (or hire) any employees Not terminate, release, assign or transfer any rights relating to a material contract Not sell, pledge, dispose of or encumber any assets having value above a specified amount Seek approval for capital expenditures in excess of a specified amount Duly and timely file complete and correct tax returns Indemnify the Purchaser for losses arising from a misrepresentation in the Target's circular Uncommon (10-40%) Cease capital raising Not sell, lease or transfer any properties, interests or businesses Not make any material changes in its methods of accounting, except as required by GAAP or regulators Provide any proposed public disclosure documents to the Purchaser for review prior to filing Provide notice to the Purchaser of any material complaints, claims, actions or investigations Maintain its status as a reporting issuer not in default Rare (less than 10%) Pay all material costs related to the maintenance of the Target's assets 22. Can the Purchaser withhold its consent unreasonably to the Target's request for exceptions from interim period restrictions on the Target's business operations? (a) No (79%) (b) Yes (21%) 23. What efforts must the parties use to satisfy closing conditions? (a) Reasonable commercial efforts (or commercially reasonable efforts) (73%) (b) Best efforts (none) (c) No requirement (27%)

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