Oddollar thank you for posting. It looks like EMH/PSF has village farms by the balls. No bueno for Canada operations for VFF. Still money to be made by both parties and i believe VFF is undervalued even with this deal signed. (Why would they agree???) Furthermore, during the recent conference call CEO stated that the option for Delta 2 has already been requested. Let's make some money
Oddollar wrote: ARTICLE 14 EXCLUSIVITY; OPTION TO PURCHASE
14.1 Exclusivity
So long as this Agreement has not been terminated, subject to the Delta 1 Call Agreement, the Delta 2 Call Agreement and the provisions of Sections 14.2 and 14.3:
(a) Village Farms commits to being the exclusive joint venture partner of Emerald for all Greenhouse grown cannabis activities in the Geographic Area;
(b) Each of Emerald and Emerald Therapeutics commits to being the exclusive joint venture partner of Village Farms for all Greenhouse grown cannabis activities in the Geographic Area; and
(c) Village Farms agrees that it will not, directly or indirectly, whether alone or in conjunction with any third party (except through the Company), apply for or otherwise seek to obtain any license to produce, possess, destroy, sell, provide, ship, deliver or transport Cannabis in the Geographic Area.
- 54
14.2 Option to Purchase/Lease Other Projects
(a) If at any time during the Term, Village Farms or an Affiliate directly or indirectly owns a Greenhouse property in the Geographic Area (other than the Delta 1 Assets and Operations and the Delta 2 Assets and Operations) which it intends to retrofit for the purposes of growing, cultivating, producing, extracting, selling and/or distributing Cannabis (each such property being an “Other Project”), Village Farms shall offer the Company an opportunity to acquire or lease the Other Project at a price/rent equal to its Fair Market Value by delivery of written notice from Village Farms to the Company (the “Option Notice”). The Option Notice shall remain open and irrevocable until twenty (20) Business Days following receipt by the Company of the Option Notice (the “Option Period”).
(b) At any time prior to the expiration of the Option Period, the Company shall have the right to send Village Farms an irrevocable written notice (the “Company Proposed Acquisition Notice”) stating that the Company intends to acquire or lease the Other Project for a purchase price/rent equal to its Fair Market Value. Closing shall occur on the date which is twenty (20) Business Days following the date of the Company Proposed Acquisition Notice or such later date as may be agreed by Village Farms and the Company if Village Farms and the Company, or an Appraiser(s) selected by Village Farms and the Company, have not agreed to the Fair Market Value of the Other Project by such 20th Business Day. If Village Farms and the Company are not able to agree to the Fair Market Value of the Other Project by the date which is ten (10) Business Days after the date of the Company Proposed Acquisition Notice, an Appraiser(s) shall be appointed in the same manner as described in Section 8.5. All fees and expenses charged by the Appraiser(s) shall be paid by the Company.
(c) If the Company elects during the Option Period to:
(i) lease the Other Project, Village Farms and the Company shall enter into a lease on terms and conditions similar to those contained in the Lease (other than the rental rate which shall be the Fair Market Value, payable in full on execution of such lease), subject to such modifications as the Company and Village Farms may agree, each acting reasonably, or
(ii) acquire the Other Project, Village Farms and the Company shall enter into customary closing documents to transfer the Other Project to the Company. The purchase price shall be subject to customary adjustments.
(d) If the Company does not elect during the Option Period to either acquire or lease the Other Project, Village Farms shall not be permitted to retrofit the Greenhouse property for the purposes of growing, cultivating, producing, extracting, selling and/or distributing Cannabis unless and until it reoffers the Other Project to the Company in writing (the “Reoffer Notice”) no earlier than [Redacted: Commercially Sensitive Information] on the same terms and conditions as contained in Section 14.2(a) and 14.2(b). If Village Farms reoffers the Other Project to the Company and the Company again does not elect to lease or acquire such Other Project during the twenty (20) Business Day period following the Reoffer Notice, Village Farms shall have the right, alone or in conjunction with any third party, to retrofit the Greenhouse property for the purposes of growing, cultivating, producing, extracting, selling and/or distributing Cannabis in the Geographic Area or elsewhere and shall have the right to apply for or otherwise seek to obtain any License in connection with same.
Read more at https://stockhouse.com/companies/bullboard?symbol=t.vff&postid=27864142#tRLp8WdflsDxsW01.99