Circular Clause Samples

Circular. (1) Corporation shall, as promptly as reasonably practicable, prepare and complete, in consultation with Purchaser, the Circular together with any other documents required by Law in connection with the Meeting and the Arrangement, and Corporation shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Circular and such other documents to be filed and sent to each Shareholder and other Person as required by the Interim Order and Law, in each case so as to permit the Meeting to be held by the date specified in Section 2.3(1), provided that Purchaser shall have complied with Section 2.4(4). (2) Corporation shall ensure that the Circular complies in all material respects with Law, does not contain any Misrepresentation (other than, in each case, with respect to any information furnished by Purchaser, its affiliates and their respective Representatives for inclusion in the Circular, as applicable), and provides Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Meeting. Without limiting the generality of the foregoing, the Circular must include: (i) a copy of the Fairness Opinion, (ii) a statement that the Board has received the Fairness Opinion, and that the Board has unanimously, after having received the unanimous recommendation of the Transaction Committee and advice from its financial advisor and outside legal counsel, determined that the Arrangement Resolution is in the best interests of Corporation and is fair to the Shareholders and unanimously recommend that Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), and (iii) a statement that each director and senior officer of Corporation intends to vote all of such individual’s Shares in favour of the Arrangement Resolution pursuant to the Support and Voting Agreements. (3) Corporation shall give Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documents, including any drafts of any filings required to be made to Securities Authorities in connection with this Agreement, the Arrangement or any of the other transactions contemplated hereby, and shall give reasonable consideration to any comments made by Purchaser and its legal counsel, and agrees that all information relating solely to Purchaser included in the Circular must be in a form and content satisfactory to Purchaser, acting reaso...

Circular. Any of the ministerial circulars governing intermediate resources and family-type resources within the meaning of the AHSSS.

Circular. Subject to compliance with Section 2.7, as promptly as reasonably practicable after the execution and delivery of this Agreement, Target shall prepare the Target Circular together with any other documents required by the Securities Laws or other applicable Laws in connection with the Target Meeting required to be prepared by Target, and as promptly as is reasonably practicable after the execution and delivery of this Agreement, Target shall, unless otherwise agreed by the Parties, cause the Target Circular and other documentation required in connection with the Target Meeting to be sent to Target Shareholders and filed as required by the Interim Order and applicable Laws. The Target Circular shall include the recommendation of Target’s Board of Directors that Target Shareholders vote in favour of the Arrangement Resolution unless such recommendation has been withdrawn, modified or amended in accordance with the terms of this Agreement.

Circular. A circular containing, inter alia, (i) further information on the Supplemental Master Purchase Agreement and the Sales Agreement; (ii) the notice of the EGM; (iii) the letter from Grand Vinco Capital Limited to both the Independent Board Committee and the Independent Shareholders regarding the Supplemental Master Purchase Agreement and the Sales Agreement and the transactions thereunder; (iv) the recommendation of the Independent Board Committee to the Independent Shareholders in connection thereto, will be despatched to the Shareholders as soon as possible. It is currently expected that the circular will be despatched to the Shareholders on or before 3 July 2015.

Circular. (1) The Company shall as promptly as practicable prepare and complete, in consultation with the Acquiror, the Circular together with any other documents required by Law in connection with the Special Meeting and cause the Circular and such other documents to be filed and sent to each Shareholder and any other Person as required by the Interim Order or Law, in each case so as to permit the Special Meeting to be held by the date specified in Section 2.2(1). (2) The Company shall ensure that the Circular complies in all material respects with the Interim Order and applicable Laws, and, without limiting the generality of the foregoing, that the Circular does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than in each case with respect to any information relating to and provided by the Acquiror, the Acquiror Parent and their affiliates) and shall provide Shareholders with information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Special Meeting. Subject to Sections 6.1 to 6.4, the Circular will include the Board Recommendation, and a statement that each director and officer of the Company intends to vote all of such director's or officer's Common Shares (including any Common Shares issued upon the exercise of any Options) in favour of the Arrangement Resolution, subject to the other terms of this Agreement and the D&O Support and Voting Agreements. (3) The Acquiror and the Acquiror Parent shall provide all necessary information concerning the Acquiror and the Acquiror Parent that is required by Law to be included by the Company in the Circular or other related documents to the Company in writing, and shall ensure that such information does not contain any Misrepresentation. (4) The Acquiror and its legal counsel shall be given a reasonable opportunity to review and comment on the Circular and related documents, prior to the Circular being printed and mailed to Shareholders and filed with the Securities Authorities, and reasonable consideration shall be given to any comments made by the Acquiror and its counsel, provided that all information relating to the Acquiror and the Acquiror Parent included in the Circular shall be in form and content reasonably satisfactory to the Acquiror. (5) The Compa...

Circular. (a) As promptly as reasonably practicable following execution of this Agreement with a targeted date on or before August 31, 2018, each of the Parties shall furnish all information regarding such Party and its Subsidiaries as may be required to be included in the Circular under applicable Law, SVT and Nevada Holdco shall work together to prepare the Circular together with any other documents required by applicable Laws, and SVT and Nevada Holdco shall (i) file the Circular in all jurisdictions where the same is required to be filed, and (ii) mail the Circular as required in accordance with all applicable Laws and the Interim Order. The Circular shall include statements that (A) each director and executive officer of B▇▇▇▇, Briteside and Sea Hunter intends to vote all of such Person’s Nevada Holdco Class A Shares (including any Nevada Holdco Class A Shares issued on exercise of any B▇▇▇▇ Options, B▇▇▇▇ SAFEs, Briteside Options, Briteside Warrants or Sea Hunter Options), in favour of the Nevada Holdco Continuance Resolution, the Nevada Holdco Business Combination Resolution, and the Resulting Issuer Equity Incentive Plan, subject to the terms of this Agreement, the B▇▇▇▇ Shareholders Voting Agreements, the Briteside Members Voting Agreements, and the Sea Hunter Voting Agreement; and (B) each director and executive officer of SVT intends to vote all of such Person’s SVT Shares (including any SVT Shares issued upon the exercise of any SVT Options or SVT Warrants) in favour of the SVT Continuance Resolution and SVT Component of the Business Combination Resolution, subject to the other terms of this Agreement and the SVT Shareholder Voting Agreements. On the date of mailing thereof, the Circular shall comply in all material respects with all applicable Laws and the Interim Order and shall contain sufficient detail to permit the Nevada Holdco Shareholders and the SVT Shareholders to form a reasoned judgement concerning the matters to be placed before them at the Nevada Holdco Meeting and the SVT Meeting, respectively. (b) In the event that any Transacting Party provides a notice to the other Transacting Parties regarding a possible Acquisition Proposal pursuant to Sections 4.1(c), 4.2(c), 4.3(c), or 4.4(c), as the case may be, prior to the mailing of the Circular, then unless the Transacting Parties agree otherwise, the Mailing Deadline will be extended until the date that is seven (7) days following the earlier of either (i) written notification from the Transac...

Circular. Statements of fact contained in the Circular are true and accurate in all material respects and not misleading in any material respect and there are no facts, matters or circumstances known, or which could after due and proper consideration and enquiry have been known, to the Company or any of the Directors which are not disclosed in the Circular, the omission of which would, or might reasonably be expected to, materially affect the ability of the Company’s Stockholders to properly consider the matters contained therein.

Circular. Subject to compliance with Section 2.5, as promptly as reasonably practicable after the execution and delivery of this Agreement, Four Seasons shall prepare the Four Seasons Circular together with any other documents required by the Securities Laws or other applicable Laws in connection with the Four Seasons Meeting required to be filed or prepared by Four Seasons, and, subject to Section 2.5(2) as promptly as is reasonably practicable after the execution and delivery of this Agreement, Four Seasons shall, unless otherwise agreed by the Parties, cause the Four Seasons Circular and other documentation required in connection with the Four Seasons Meeting to be sent to Four Seasons Shareholders and filed as required by the Interim Order and applicable Laws. The Four Seasons Circular shall include the recommendation of the Board that Four Seasons Shareholders vote in favour of the Arrangement Resolution unless such recommendation has been withdrawn, modified or amended in accordance with the terms of this Agreement and will include a copy of the Valuation and Fairness Opinion.

Circular. Vista and each of the Pescios shall proceed diligently in a co-ordinated manner using commercially reasonable efforts to jointly prepare as quickly as possible the Circular together with any other documents required by the Securities Act or other applicable Law in connection with the Arrangement and the Vista Meeting for mailing by the Mailing Date. In particular, the Pescios agree to provide Vista with all information relating to themselves or the ▇▇▇▇▇▇ Nevada Assets as may be required to permit Vista to complete the Circular in accordance with the requirements of applicable Law. Vista and each of the Pescios shall ensure that the information relating to them which is provided in the Circular does not contain any Misrepresentation. Vista and each of the Pescios agrees to promptly notify the other parties hereto if, at any time during the Pre-Effective Date Period, it, he or she becomes aware that the Circular contains a Misrepresentation. In such event, Vista and the Pescios shall co-operate in the preparation of a supplement or amendment to the Circular, as the case may be, that corrects that Misrepresentation, and will cause the same to be distributed to the Vista Securityholders and filed with each applicable Governmental Entity under applicable Law. Vista shall cause the Circular and any other documentation required in connection with the Vista Meeting to be sent to each Vista Securityholder as soon as reasonably practicable following receipt of the Interim Order and to be filed, in each case, as required by the Interim Order and applicable Law.