Issue link: https://www.e-digitaleditions.com/i/1238652
Lawson Lundell LLP 33 Conditions 30. What are the material mutual conditions of the Purchaser and the Target Standard (80%+) Arrangement resolution approved by required thresholds of the Target shareholders Consummation of the agreement not illegal or prohibited by law Common (41-79%) Interim order is satisfactory to the parties Final order is satisfactory to the parties Mailing date and effective date occurred on or before specified dates All required regulatory, governmental and third party approvals, waivers and consents obtained on terms satisfactory to parties Approval to list the Purchaser shares to be issued pursuant to agreement received Uncommon (10-40%) Interim order is consistent with terms of the agreement Final order is consistent with the terms of the agreement Agreement not terminated Competition Act approval obtained, or waiting period expired or waived Rare (less than 10%) Approval for the de-listing of the Target's shares received The Purchaser and the Target and certain employees give mutual releases Specified shareholder of the Target elects to receive the Purchaser shares The Purchaser appoints a mutually-agreeable director of the Target to the Purchaser's board All statutory and regulatory waiting periods expired or waived The parties approve the transaction 31. What are the material conditions to the obligations of the Purchaser to close? Standard (80%+) No material adverse effect on the Target Common (41-79%) The Target's representations are (at the effective date) true and correct in all material respects The Target's representations are true and correct except where non-compliance does not give rise to a material adverse effect The Target complied with all covenants The Target complied with all covenants except where failure not expected to have material adverse effect or impede consummation of the transaction No material adverse action taken by any governmental authority against the Target No legal proceedings against the Target expected to have material adverse effect on the Target or impede consummation of the transaction The Target's board approved the transaction Holders of no more than a specified percentage of the Target shares exercised dissent rights