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2020 Canadian Public Energy M&A Review (FINAL)

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Lawson Lundell LLP 30 24. What efforts must the parties use to obtain regulatory approvals? (a) No requirement (14%) (b) Reasonable commercial efforts (or commercially reasonable efforts) (84%) (c) Best efforts (2%) (d) Express requirement that Purchaser must take all required steps to obtain approval (none) (e) Express requirement that Purchaser accept any Investment Canada undertakings (none) 25. Are there limits on the obligations the Purchaser is required to make to obtain the required regulatory approval? (a) No express limitations (85%) (b) Purchaser not required to accept an approval that will have a material adverse effect on the Purchaser (9%) (c) Purchaser not required to accept an approval that requires a material divestment (4%) (d) Purchaser not required to accept an approval that requires a material future investment obligation (2%) 26. For what term is the Purchaser required to maintain directors and officers insurance for the departing directors and officers? (a) 6 years (90%) (b) 10 years (5%) (c) Other term (5%) 27. If there is a fee cap on the amount that the Purchaser is required to spend to maintain directors and officers insurance, what is the amount of the cap? (a) 150% cap (none) (b) 200% cap (14%) (c) 250% cap 7%) (d) 300% cap (5%) (e) More than 300% cap (none) (f) No cap (74%) 28. If the offer is for partial or all stock of the Purchaser, are the Target's options assumed by the Purchaser? (a) Yes (19%) (b) No (81%) 29. If the offer is for partial or all stock of the Purchaser, are the Target's options accelerated? (a) Yes (49%) (b) No (51%)

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