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 reasonably. Corporation shall provide to Purchaser prompt notice and copies of any comments or requests for additional information received from Securities Authorities with respect to any such filings, and shall not communicate with Securities Authorities with respect to any such filings without (a) providing Purchaser and its legal counsel a reasonable opportunity to review and comment on such communication and (b) giving reasonable consideration to any comments made by them. Corporation shall provide Purchaser with a final copy of the Circular prior to its mailing to the Shareholders. (4) Purchaser shall provide all necessary information concerning Purchaser that is required by Law to be included by Corporation in the Circular or other related documents to Corporation in writing, and shall ensure that such information does not contain any Misrepresentation. (5) Each Party shall promptly notify the other Party if it becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as required.
Appears in 2 contracts
Sources: Arrangement Agreement (Shockwave Medical, Inc.), Arrangement Agreement (Neovasc Inc)
Circular. (1a) The Corporation shall, as promptly as reasonably practicable, will prepare and completefile, in consultation with Purchaserthe Purchaser and its advisors, the Circular together with any other documents and Schedule 13E-3 in all jurisdictions where the same is required by Law in connection with and mail the Meeting Circular to the Corporation Securityholders as required under applicable Laws 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).
(2b) The Corporation shall ensure that each of the Circular and the Schedule 13E-3 complies in all material respects with Lawall applicable Laws, does and, without limiting the generality of the foregoing, that the Circular and the Schedule 13E-3 will not contain any Misrepresentation (other than, than in each case, case with respect to any information furnished by Purchaser, its affiliates and their respective Representatives for inclusion in relating to the Circular, as applicablePurchaser Parties), and provides shall provide Corporation Shareholders with information in sufficient information detail to permit them to form a reasoned judgement judgment concerning the matters to be placed before them at the Shareholders’ Meeting. Without limiting the generality of the foregoing, the .
(c) 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 will include the unanimous recommendation of the Transaction Committee and advice from its financial advisor and outside legal counsel, determined Unconflicted Board of Directors 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 AgreementsResolution.
(3d) The Purchaser will furnish to the Corporation all such information regarding the Purchaser Parties as may be required by the Interim Order or applicable Laws or as may be reasonably required by the Corporation in the preparation of the Circular and the Schedule 13E-3 for inclusion in the Circular and the Schedule 13E-3 and in any amendments or supplements to such documents or other documents related thereto; in particular, in order to assist the Corporation in calculating the paid-up capital of the common shares in the capital of the Corporation for purposes of the Tax Act, the Purchaser will furnish to the Corporation promptly following the date hereof the paid-up capital for purposes of the Tax Act of the common shares in the capital of the Corporation immediately prior to the merger completed on March 31, 2011 in accordance with the Agreement and Plan of Merger and Contribution, dated as of October 4, 2010, among Brookfield Homes Corporation, the Corporation, Brookfield Residential Acquisition Corp. and Brookfield Properties Corporation. The Purchaser shall give ensure that no such information will contain any Misrepresentation. The Purchaser shall indemnify and save harmless the Corporation, its subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any subsidiary of the Corporation or any of their respective Representatives may be subject or may suffer, in any way caused by, or arising directly or indirectly, from or in consequence of (a) any Misrepresentation or alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) included in the Circular or Schedule 13E-3 that is provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3 and (b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) and provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3. The Corporation hereby confirms that it is acting as agent on behalf of the individuals specified in this Section 2.4(d).
(e) The Purchaser and its legal counsel advisors shall be given a reasonable opportunity to review and comment on drafts of the Circular and other related documentsSchedule 13E-3, including any drafts of any filings required prior to be made the Circular being printed and mailed to Securities Authorities in connection with this Agreement, the Arrangement or any of Corporation Securityholders and the other transactions contemplated herebyCircular and Schedule 13E-3 being filed, and shall give reasonable consideration shall be given to any comments made by the Purchaser and its legal counseladvisors, and agrees provided that all information relating solely to the Purchaser Parties included in the Circular must and Schedule 13E-3 shall be in a form and content substance satisfactory to PurchaserBrookfield, acting reasonably. The Corporation shall provide to Purchaser prompt notice and copies of any comments or requests for additional information received from Securities Authorities with respect to any such filings, and shall not communicate with Securities Authorities with respect to any such filings without (a) providing Purchaser and its legal counsel a reasonable opportunity to review and comment on such communication and (b) giving reasonable consideration to any comments made by them. Corporation shall provide the Purchaser with a final copy of the Circular prior to its the mailing to the ShareholdersCorporation Securityholders.
(4) Purchaser shall provide all necessary information concerning Purchaser that is required by Law to be included by Corporation in the Circular or other related documents to Corporation in writing, and shall ensure that such information does not contain any Misrepresentation.
(5) Each Party shall promptly notify the other Party if it becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as required.
Appears in 2 contracts
Sources: Arrangement Agreement (Brookfield Residential Properties Inc.), Arrangement Agreement (Brookfield Asset Management Inc.)
Circular. (1) Corporation shall, as promptly 2.4.1 As soon as reasonably practicable, prepare the Fund and completeBRP Equity shall, in consultation with Purchaser, BRPI (i) prepare the Circular together with any other documents required by Law applicable Laws, (ii) file the Circular in connection with all jurisdictions where the Meeting and the Arrangementsame is required to be filed, and Corporation shall, (iii) mail the Circular as promptly as reasonably practicable after obtaining required under applicable Laws and by the Interim Order.
2.4.2 BRPI shall provide the Fund and BRP Equity with all information regarding BREP, cause BRPI and the BRPI Entities, including any financial statements, required by applicable Laws for inclusion in the Circular or in any amendments or supplements to the Circular, and BRPI shall also use its commercially reasonable efforts to obtain any necessary consents from its auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Circular and to the identification in the Circular of each such other documents advisor. BRPI shall take all reasonable steps to be filed ensure that such information does not include any Misrepresentation concerning BREP, BRPI and sent the BRPI Entities and enables the Fund and BRP Equity to each Shareholder and other Person as ensure that the Circular complies with applicable Laws, including, without limitation, the requirement to include prospectus form disclosure required by the Interim Order and Law, in each case so as to permit the Meeting to be held by under NI 51-102F5.
2.4.3 On the date specified in of mailing thereof, the Fund, subject to BRPI complying with its obligations under Section 2.3(1), provided that Purchaser shall have complied with Section 2.4(4).
(2) Corporation 2.4.2 shall ensure that the Circular complies in all material respects with Law, does not all applicable Laws and the Interim Order and shall 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 detail to permit them the Unitholders and Preferred Shareholders to form a reasoned judgement judgment concerning the matters to be placed before them at the Unitholder Meeting and the Preferred Shareholder Meeting. Without limiting , respectively.
2.4.4 The Circular shall contain the generality unanimous recommendations of the foregoingTrustees and the directors of BRP Equity to Unitholders and the Preferred Shareholders, the Circular must include: (i) a copy of the Fairness Opinionrespectively, (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 they vote in favour of the Unitholder Arrangement Resolution (the “Board Recommendation”)and Preferred Shareholder Resolution, respectively, and (iii) a statement that each Trustee and each director and senior officer of Corporation BRP Equity, as the case may be, intends to vote all of such individual’s Fund Units and BRP Equity Preferred Shares in favour of the Unitholder 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 documentsPreferred Shareholder Arrangement Resolution, 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 herebyrespectively, and shall give reasonable consideration to against any comments made resolution submitted by Purchaser any Unitholder or Preferred Shareholder that is inconsistent with the Arrangement. For greater certainty, nothing in this Agreement restricts or prohibits the Trustees or the board of directors of BRP Equity from, in good faith and its upon advice of legal counsel, acting in accordance with their fiduciary duties including, without limitation, withdrawing or proposing to withdraw the approval or recommendation of the Trustees or the directors of BRP Equity, as the case may be, to the Unitholders and agrees that all information relating solely Preferred Shareholders, respectively, to Purchaser included vote for the applicable Arrangement Resolutions or adjourning or postponing the applicable Meeting to consider the applicable Arrangement Resolution in the Circular must be in a form and content satisfactory to Purchaserevent that there will have developed, acting reasonably. Corporation shall provide to Purchaser prompt notice and copies occurred or come into effect or existence any event, action, state, condition or occurrence of national or international consequence, or other occurrence of any comments nature whatsoever, or requests for additional information received from Securities Authorities with respect any adoption, proposed implementation or change in applicable Law or any interpretation thereof by any Governmental Authority which, in the Fund Entities’ reasonable opinion, seriously and adversely affects, or would be expected to any such filingsseriously and adversely affect, and shall not communicate with Securities Authorities with respect to any such filings without (a) providing Purchaser and its legal counsel a reasonable opportunity to review and comment on such communication and (b) giving reasonable consideration to any comments made by them. Corporation shall provide Purchaser with a final copy the national or international financial markets in general or the business, operations or affairs of the Circular prior to its mailing to Fund and the ShareholdersFund-Owned Entities or the BRPI Entities.
(4) Purchaser shall provide all necessary information concerning Purchaser that is required by Law to be included by Corporation in the Circular or other related documents to Corporation in writing, and shall ensure that such information does not contain any Misrepresentation.
(5) 2.4.5 Each Party shall promptly notify the other Party if if, at any time before the earlier of the Effective Date and the termination of this Agreement in accordance with its terms, it becomes aware that the Circular contains a Misrepresentation, or that the Circular otherwise requires an amendment or supplement. The , and the Parties shall cooperate co-operate in the preparation of any such amendment or supplement to the Circular, as required or appropriate, and Corporation the Fund shall promptly mail, file mail or otherwise publicly disseminate any such amendment or supplement to the Circular to the Unitholders and Preferred Shareholders and, if required by the Court or by Lawapplicable Laws, file the same with the Securities Authorities or any other Governmental Entity as required under applicable securities Laws and as otherwise required.
Appears in 2 contracts
Sources: Combination Agreement, Combination Agreement (Brookfield Renewable Energy Partners L.P.)
Circular. (1a) Corporation shall, as promptly as reasonably practicable, prepare and completeThe Company will, in consultation with PurchaserCanopy Growth:
(i) as soon as reasonably practicable after the execution of this Agreement, promptly prepare the Circular together with any other documents required by Law the OBCA and other applicable Laws in connection with the Meeting and approval of the Arrangement, and Corporation shall, Arrangement Resolution by the Company Shareholders at the Company Meeting; and
(ii) as promptly soon as reasonably practicable after obtaining the issuance of the Interim Order, cause the Circular and such other documents to be filed and sent to each Shareholder the Company Shareholders in compliance with the abridged timing contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and other Person filed 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)applicable Laws.
(2b) Corporation The Company shall ensure that the Circular complies in all material respects with Lawapplicable Laws, does not contain any Misrepresentation and, without limiting the generality of the foregoing, that the disclosure in the Circular (other than, in each case, including with respect to any information incorporated therein by reference) required to be provided in respect of the Company Meeting (other than information furnished by Purchaser, its affiliates Canopy Growth) will not contain any Misrepresentation and their respective Representatives for inclusion in will provide the Circular, as applicable), and provides Company Shareholders with information in sufficient information detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Company Meeting.
(c) The Company shall use commercially reasonable efforts to obtain any necessary consents from its auditor and any other advisors to the use of any financial or other expert information required to be included in the Circular and to the identification in the Circular of each such advisor.
(d) The Company and Canopy Growth will cooperate in the preparation, filing and mailing of the Circular. The Company will provide legal counsel to Canopy Growth with a reasonable opportunity to review and comment on all drafts of the Circular and other documents related thereto prior to filing the Circular with applicable Governmental Entities and printing and mailing the Circular to the Company Shareholders and will give reasonable consideration to such comments.
(e) Canopy Growth shall provide the Company with all information concerning Canopy Growth and its affiliates (other than the Company) that the Company reasonably requests for inclusion in the Circular or otherwise required by applicable Laws, and Canopy Growth shall ensure that any such information does not contain any Misrepresentation.
(f) Canopy Growth acknowledges and agrees that the Company shall be entitled to rely on the accuracy of all information furnished by Canopy Growth, its affiliates and their respective representatives or legal counsel in writing for inclusion in the Circular concerning Canopy Growth and its affiliates.
(g) Without limiting the generality of the foregoing, the Circular must will include: :
(i) a copy of the Valuation and the Fairness Opinion, Opinions;
(ii) a statement that the Special Committee has received the Valuation and the Fairness Opinions;
(iii) a statement that the Company Board has received the Eight Capital Fairness Opinion, and ;
(iv) a statement that the Board Special Committee has unanimouslyunanimously determined, after having received the unanimous recommendation of the Transaction Committee receiving legal and advice from its financial advisor and outside legal counseladvice, determined that that:
(A) the Arrangement Resolution is fair to the Company;
(B) the Arrangement and the entering into of this Agreement is in the best interests of Corporation the Company; and
(C) the Special Committee recommends that the Company Board approve the Arrangement and is fair to the Shareholders and unanimously recommend that the Company Shareholders vote in favour of the Arrangement Resolution and the rationale for that recommendation;
(v) a statement (the “Company Board Recommendation”)) that the members of the Company Board entitled to vote thereon have unanimously determined, after receiving legal and financial advice, that:
(iiiA) the Arrangement is fair to the Company;
(B) the Arrangement and the entering into of this Agreement is in the best interests of the Company; and
(C) the members of the Company Board entitled to vote thereon recommend that the Company Shareholders vote in favour of the Arrangement Resolution and the rationale for that recommendation, and
(vi) a statement that each director of the directors and senior officer of Corporation intends executive officers and certain funds managed by JW Asset Management, LLC have entered into Voting and Support Agreements pursuant to which they have agreed, subject to the terms thereof, among other things, to vote all of such individual’s their Company Shares in favour of the Arrangement Resolution pursuant to the Support and Voting Agreementsagainst any resolution submitted by any Company Shareholder that is inconsistent therewith.
(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 reasonably. Corporation shall provide to Purchaser prompt notice and copies of any comments or requests for additional information received from Securities Authorities with respect to any such filings, and shall not communicate with Securities Authorities with respect to any such filings without (a) providing Purchaser and its legal counsel a reasonable opportunity to review and comment on such communication and (b) giving reasonable consideration to any comments made by them. Corporation shall provide Purchaser with a final copy of the Circular prior to its mailing to the Shareholders.
(4) Purchaser shall provide all necessary information concerning Purchaser that is required by Law to be included by Corporation in the Circular or other related documents to Corporation in writing, and shall ensure that such information does not contain any Misrepresentation.
(5h) Each Party shall will promptly notify the other Party if at any time before the Effective Date it becomes aware that the Circular contains a Misrepresentation, any Misrepresentation or otherwise requires an any amendment or supplement. The In any such event, the Parties shall will cooperate in the preparation preparation, filing and dissemination of any required supplement or amendment to the Circular or such amendment or supplement other document, as required or appropriatethe case may be, and Corporation any related news release or other document necessary or desirable in connection therewith.
(i) The Company and Canopy Growth shall promptly mail, file each keep the other reasonably informed in a timely manner of any written requests or otherwise publicly disseminate any such amendment or supplement to Shareholders and, if required comments made by the Court or by Law, file the same with the Securities Authorities and/or the TSX in connection with the Circular or any other Governmental Entity as requiredthe Arrangement.
Appears in 2 contracts
Sources: Arrangement Agreement (Canopy Growth Corp), Arrangement Agreement
Circular. (1a) Corporation On or before the date that is four (4) Business Days following the date that Adenyo obtains the Interim Order, Adenyo shall, as promptly as reasonably practicablein compliance with all Applicable Law and in accordance with the requirements of Section 2.4(c) below (i) prepare the Circular, prepare and complete, in consultation with Purchaser, the Circular together with any other documents required by Applicable Law to be filed or prepared by Adenyo in connection with the Meeting and Special Meeting, (ii) convene a meeting of the ArrangementBoard to approve the Circular, and Corporation shall, as promptly as reasonably practicable after obtaining the Interim Order, (iii) cause the Circular and such other documents to be filed and sent to each Shareholder and other Person as documentation required by in connection with the Interim Order and Law, in each case so as to permit the Special Meeting to be held by sent to Shareholders, the date specified in Section 2.3(1)Director, provided that Purchaser shall have complied with Section 2.4(4)each of the directors of Adenyo and the auditor of Adenyo.
(2b) Corporation Adenyo shall ensure that the Circular complies in all material respects with LawApplicable Law and, without limiting the generality of the foregoing, that the Circular does not contain any Misrepresentation “misrepresentation” (as such term is defined in the Securities Act (Ontario), as amended) (a “Misrepresentation”) (other than, in each case, than with respect to any information furnished provided in writing by Purchaser, Parent or its affiliates and their respective Representatives external counsel for the purpose of inclusion in the Circular). Each of Parent and Adenyo agrees to co-operate and to promptly correct any Misrepresentation contained in the Circular, by the preparation of a supplement or amendment to the Circular, press release or such other document, as applicable)the case may be, that corrects the Misrepresentation or effects such supplement or amendment, and provides Shareholders with sufficient information to permit them to form a reasoned judgement concerning Adenyo will cause the matters same to be placed before distributed or disseminated to the MeetingShareholders, the Board, the auditors of Adenyo, and the Director in accordance with Applicable Law and in compliance with the Interim Order. Without limiting the generality of the foregoing, Adenyo shall ensure that the Circular must include: provides Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Special Meeting. Prior to the Effective Date, Adenyo agrees to indemnify and save harmless Parent, its Subsidiaries, and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages, and expenses to which any of them may be subject or may suffer that results from any Misrepresentation or alleged Misrepresentation in the Circular (other than any such Misrepresentation in any information with respect to Parent or a Buyer included in the Circular and that is provided in writing by or on behalf of Parent or such Buyer for the purpose of inclusion in the Circular). Prior to the Effective Date, Parent agrees to indemnify and save harmless Adenyo, its Subsidiaries, and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages, and expenses to which any of them may be subject or may suffer that results from any Misrepresentation or alleged Misrepresentation in any information with respect to Parent or a Buyer included in the Circular and that is provided in writing by or on behalf of Parent or such Buyer for the purpose of inclusion in the Circular.
(c) The Circular shall 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, unanimously determined that the Arrangement Resolution is in the best interests of Corporation Adenyo and is fair to the Shareholders and unanimously recommend Shareholders, (ii) the unanimous recommendation of the Board that the Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”)Resolution, and (iii) a statement that each director of Adenyo and senior officer each of Corporation the officers of Adenyo intends to vote all of such individualdirector’s or officer’s Adenyo Shares in favour of the Arrangement Resolution pursuant to the Support and Voting AgreementsResolution.
(3d) Corporation The Parties shall give Purchaser co-operate in the preparation of the Circular. Adenyo shall provide Buyers and its Parent and their legal counsel with a reasonable opportunity to review and comment on drafts of the Circular prior to its approval by the Board and other related documents, including any drafts of any filings required mailing to be made to Securities Authorities in connection with this Agreement, the Arrangement or any of the other transactions contemplated herebyShareholders, 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 shall be in a form and content satisfactory to PurchaserBuyers and Parent, acting reasonably. Corporation Adenyo shall provide to Purchaser prompt notice Buyers and copies of any comments or requests for additional information received from Securities Authorities with respect to any such filings, and shall not communicate with Securities Authorities with respect to any such filings without (a) providing Purchaser and its legal counsel a reasonable opportunity to review and comment on such communication and (b) giving reasonable consideration to any comments made by them. Corporation shall provide Purchaser Parent with a final copy of the Circular prior to its the mailing of such Circular to the Shareholders.
(4) Purchaser shall provide all necessary information concerning Purchaser that is required by Law to be included by Corporation in the Circular or other related documents to Corporation in writing, and shall ensure that such information does not contain any Misrepresentation.
(5) Each Party shall promptly notify the other Party if it becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as required.
Appears in 2 contracts
Sources: Arrangement Agreement, Arrangement Agreement (Motricity Inc)
Circular. (1) Corporation Subject to compliance with Section 2.4(5), the Company shall, as promptly as reasonably practicablepracticable after the date of this Agreement, prepare and complete, in consultation with the Purchaser, the Circular together with any other documents required by Law in connection with the Meeting and the Arrangement, and Corporation the Company 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 as soon as reasonably practicable and in any event 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 On the date of mailing thereof, the Company shall ensure that the Circular complies in all material respects with the Interim Order and Law, does not contain any Misrepresentation (other than, than in each case, respect to any written information with respect to any information the Purchaser and the Parent that is furnished in writing by Purchaser, its affiliates or on behalf of the Purchaser and their respective Representatives the Parent for inclusion in the Circular, as applicable), for which the Company shall not be responsible) and provides the 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: (ia) a summary and a copy of the Fairness OpinionOpinions, (iib) a statement that the Special Committee has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel, unanimously recommended that the Board approve the Arrangement and that the Shareholders vote in favour of the Arrangement Resolution, (c) a statement that the Board has received the Fairness Opinion, Opinions and that the Board has unanimouslyhas, after having received receiving advice from its financial adviser and outside legal counsel and the unanimous recommendation of the Transaction Committee and advice from its financial advisor and outside legal counselSpecial Committee, unanimously determined that the Arrangement Resolution is in the best interests of Corporation the Company and is fair to the Shareholders and that the Board unanimously recommend recommends that the Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), and (iiid) a statement that each director of the Company and senior officer each member of Corporation intends Senior Management has entered into a D&O Support and Voting Agreement pursuant to which such director or member of Senior Management has agreed to vote all of such individual’s his or her Shares in favour of the Arrangement Resolution pursuant to the Support and Voting AgreementsResolution.
(3) Corporation The information furnished by or on behalf of the Purchaser and the Parent in writing to the Company specifically for inclusion in the Circular will not, on the date of mailing of the Circular, contain any Misrepresentation. Notwithstanding the foregoing and for the avoidance of doubt, no covenant is made by the Company with respect to any of the information supplied in writing by the Parent, the Purchaser or any of their affiliates specifically for inclusion or incorporation by reference in the Circular.
(4) The Company shall give the Purchaser and its outside 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 the Purchaser and its outside legal counsel, and agrees that all information relating solely to the Purchaser included that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular or other related documents must be in a form and content satisfactory to the Purchaser, acting reasonably. Corporation The Company shall provide to Purchaser prompt notice and copies of any comments or requests for additional information received from Securities Authorities with respect to any such filings, and shall not communicate with Securities Authorities with respect to any such filings without (a) providing Purchaser and its legal counsel a reasonable opportunity to review and comment on such communication and (b) giving reasonable consideration to any comments made by them. Corporation shall provide the Purchaser with a final copy of the Circular prior to its mailing to the Shareholders.
(45) The Purchaser shall provide provide, on a timely basis, in writing to the Company all necessary information concerning the Purchaser and the Parent, as applicable, that is required by Law to be included by Corporation the Company in the Circular or other related documents to Corporation the Company in writing, writing and shall ensure that such information does not contain any Misrepresentation.
(56) Each Party shall promptly notify the other Party Parties if it becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement supplement, or such other document and any related news release or other document as required or appropriate, and Corporation the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as requiredEntity.
Appears in 2 contracts
Sources: Arrangement Agreement (Semtech Corp), Arrangement Agreement (Sierra Wireless Inc)
Circular. (1) The Corporation shall, as promptly as reasonably practicablepracticable after the date of this Agreement, prepare and complete, in consultation with the Purchaser, the Circular together with any other documents required by Law in connection with the Meeting and the Arrangement, and the Corporation shall, as shall file the Circular and such other documents in compliance with applicable Securities Laws. As promptly as reasonably practicable after obtaining the Interim Order, the Corporation shall 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) The Corporation shall ensure that the Circular complies in all material respects with the Interim Order and Law, does not contain any Misrepresentation (other than, than in each case, respect to any written information with respect to any information the Purchaser or the Financing Sources that is furnished in writing by Purchaser, its affiliates and their respective Representatives or on behalf of the Purchaser or the Financing Sources for inclusion in the Circular, as applicable), ) and provides the 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: (ia) a summary and a copy of the Fairness OpinionOpinions, (iib) a statement that the Board has received the Fairness Opinion, Opinions and that the Board has unanimouslyhas, after having received the unanimous recommendation of the Transaction Committee and receiving advice from its financial advisor adviser and outside legal counsel, unanimously determined (subject to the obligation of any conflicted directors, if any, to abstain from voting upon the matter) that the Arrangement Resolution is in the best interests of the Corporation and is fair to the Shareholders and that the Board unanimously recommend recommends that the Shareholders vote in favour of the Arrangement Resolution (the “"Board Recommendation”"), and (iiic) a statement that each director and senior officer of the Corporation intends has entered into a D&O Support and Voting Agreement pursuant to which such director or officer has agreed to vote all of such individual’s his or her Shares in favour of the Arrangement Resolution pursuant to the Support and Voting AgreementsResolution.
(3) The Corporation shall give the Purchaser and its outside 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 the Purchaser and its outside legal counsel, and agrees that all information relating solely to the Purchaser included or the Financing Sources that is furnished in writing by or on behalf of the Purchaser or the Financing Sources for inclusion in the Circular or other related documents must be in a form and content satisfactory to the Purchaser, acting reasonably. The Corporation shall provide to Purchaser prompt notice and copies of any comments or requests for additional information received from Securities Authorities with respect to any such filings, and shall not communicate with Securities Authorities with respect to any such filings without (a) providing Purchaser and its legal counsel a reasonable opportunity to review and comment on such communication and (b) giving reasonable consideration to any comments made by them. Corporation shall provide the Purchaser with a final copy of the Circular prior to its mailing to the Shareholders.
(4) The Purchaser shall provide furnish in writing to the Corporation all necessary information concerning the Purchaser and the Financing Sources, as applicable, that is required by Law to be included by the Corporation in the Circular or other related documents to the Corporation in writing, writing and shall ensure that such information does not contain any Misrepresentation.
(5) Each Party shall promptly notify the other Party if it becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as required.
Appears in 1 contract
Circular. (1a) Corporation shallSubject to the Purchaser complying with Section 2.5(e), as promptly as reasonably practicable, prepare and completethe Company will, in consultation with the Purchaser:
(i) as soon as reasonably practicable after the execution of this Agreement, promptly prepare the Circular together with any other documents required by Law the BCBCA and other applicable Laws in connection with the Meeting approval of the Arrangement Resolution by the Company Shareholders and the Arrangement, and Corporation shall, Company Series D Shareholders at the Company Meeting; and
(ii) as promptly soon as reasonably practicable after obtaining the issuance of the Interim Order, promptly cause the Circular and such other documents to be filed and sent to each Shareholder the Company Shareholders and other Person the Company Series D Shareholders in compliance with the abridged timing contemplated by National Instrument 54- 101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and filed 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)applicable Laws.
(2b) Corporation The Company shall ensure that the Circular complies in all material respects with Lawapplicable Laws, does and, without limiting the generality of the foregoing, that the Circular (including with respect to any information incorporated therein by reference) will not contain any Misrepresentation 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, than in each case, case with respect to any information furnished by the Purchaser, its affiliates ) and their respective Representatives for inclusion in will provide the Circular, as applicable), Company Shareholders and provides the Company Series D Shareholders with information in sufficient information detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Company Meeting. Without limiting .
(c) The Company shall use commercially reasonable efforts to obtain any necessary consents from its auditor and any other advisors to the generality use of any financial, technical or other expert information required to be included in the Circular and to the identification in the Circular of each such advisor.
(d) The Company and the Purchaser will cooperate in the preparation, filing and mailing of the foregoing, Circular. The Company will provide legal counsel to the Purchaser with a reasonable opportunity to review and comment on all drafts of the Circular must and other documents related thereto prior to filing the Circular with applicable Governmental Authorities and printing and mailing the Circular to the Company Shareholders and the Company Series D Shareholders and will give reasonable consideration to such comments. All information relating solely to the Purchaser included in the Circular shall be provided by the Purchaser in accordance with Section 2.5(e) and shall be in form and content satisfactory to the Purchaser, acting reasonably, and the Circular will include: (i) a copy of the Fairness Opinion, (ii) a statement that the Company 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, unanimously determined that the Arrangement Resolution is fair to the Company Shareholders, the Company Series D Shareholders, and the Company Series E Shareholders and it is in the best interests of Corporation and is fair to the Company; (ii) the unanimous recommendation of the Company Board that the Company Shareholders and unanimously recommend that the Company Series D Shareholders vote in favour of the Arrangement Resolution and the rationale for that recommendation; (iii) a copy of the “Board Recommendation”), Fairness Opinion; and (iiiiv) a statement that each director of the Supporting and senior officer of Corporation intends Locked-Up Company Shareholders has signed a Support and Lock-Up Agreement, pursuant to which, and subject to the terms thereof, they have agreed to, among other things, vote all of such individual’s their Company Shares and Company Series D Shares, as applicable, in favour of the Arrangement Resolution pursuant to the Support and Voting AgreementsResolution.
(3e) Corporation shall give The Purchaser and its legal counsel will, in a reasonable opportunity to review and comment on drafts of timely manner, furnish the Circular and other related documents, including any drafts of any filings Company with all such information regarding the Purchaser as may reasonably be 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 pursuant to applicable Laws and any other documents related thereto.
(f) The Company shall keep the Purchaser fully informed in a form and content satisfactory to Purchaser, acting reasonably. Corporation shall provide to Purchaser prompt notice and copies timely manner of any comments requests or requests for additional information received from Securities Authorities with respect to any such filings, and shall not communicate with Securities Authorities with respect to any such filings without (a) providing Purchaser and its legal counsel a reasonable opportunity to review and comment on such communication and (b) giving reasonable consideration to any comments made by them. Corporation shall provide Purchaser the Canadian securities regulatory authorities and/or the CSE in connection with a final copy of the Circular prior to its mailing to the ShareholdersCircular.
(4g) The Company and the Purchaser shall provide all necessary information concerning Purchaser that is required by Law to be included by Corporation in the Circular or other related documents to Corporation in writing, and shall ensure that such information does not contain any Misrepresentation.
(5) Each Party shall will each promptly notify the other Party if at any time before the Effective Date it becomes aware (in the case of the Company only with respect to the Company and in the case of the Purchaser only with respect to the Purchaser) that the Circular or any other document referred to in Section 2.5(e) contains a Misrepresentation, any misrepresentation or otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement and promptly deliver written notice to the other Party setting out full particulars thereof. In any such event, the Company and the Purchaser will cooperate with each other in the preparation, filing and dissemination of any required supplement or amendment to the Circular or such other document, as required or appropriatethe case may be, and Corporation shall promptly mail, file any related news release or otherwise publicly disseminate any such amendment other document necessary or supplement to Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as requireddesirable in connection therewith.
Appears in 1 contract
Sources: Arrangement Agreement
Circular. (1a) Corporation shallSubject to the Purchaser complying with Section 2.5(d), as promptly as reasonably practicable, prepare and completethe Company will, in consultation with the Purchaser:
(i) as soon as reasonably practicable after the execution of this Agreement, promptly prepare the Circular together with any other documents required by Law the BCBCA, the U.S. Exchange Act or any other applicable Laws in connection with the Meeting and approval of the Arrangement, and Corporation shall, Arrangement Resolution by the Company Shareholders at the Company Meeting; and
(ii) as promptly soon as reasonably practicable after obtaining the issuance of the Interim OrderOrder and the clearing of any SEC comments, cause the Circular and such other documents to be filed and sent to each Shareholder the Company Shareholders in compliance with the accelerated timing contemplated by National Instrument 54-101 — Communication with Beneficial Owners of Securities of a Reporting Issuer and other Person filed 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)applicable Laws.
(2b) Corporation The Company shall ensure that the Circular complies in all material respects with Lawapplicable Laws, does and, without limiting the generality of the foregoing, that the Circular (including with respect to any information incorporated therein by reference) will not contain any Misrepresentation misrepresentation (other than, than in each case, case with respect to any information furnished by the Purchaser, its affiliates ) and their respective Representatives for inclusion in will provide the Circular, as applicable), and provides Company Shareholders with information in sufficient information detail to permit them to form a reasoned judgement judgment concerning the matters to be placed before them at the Company 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.
(3c) Corporation shall give The Company and the Purchaser will cooperate in the preparation, filing and mailing of the Circular. The Company will provide the Purchaser and its legal counsel to the Purchaser with a reasonable opportunity to review and comment on drafts of the Circular and other documents related documents, including any drafts of any filings required thereto prior to be made filing the Circular with applicable Governmental Authorities and printing and mailing the Circular to Securities Authorities in connection with this Agreement, the Arrangement or any of the other transactions contemplated hereby, Company Shareholders and shall will give reasonable consideration to any comments made by Purchaser and its legal counsel, and agrees that all such comments. All information relating solely to the Purchaser included in the Circular must shall be provided by the Purchaser in accordance with Section 2.5(d) and shall be in a form and content satisfactory to the Purchaser, acting reasonably. Corporation shall provide to Purchaser prompt notice and copies of any comments or requests for additional information received from Securities Authorities with respect to any such filings, and shall not communicate with Securities Authorities with respect to any such filings without (a) providing Purchaser and its legal counsel the Circular will include a reasonable opportunity to review and comment on such communication and (b) giving reasonable consideration to any comments made by them. Corporation shall provide Purchaser with a final copy of the Circular prior to its mailing Fairness Opinion and a statement that the Company Special Committee has unanimously determined and the Company Board has unanimously (other than an abstention by a single director) determined that the Arrangement is fair to the Company Shareholders, and it is in the best interests of the Company and the unanimously (other than an abstention by a single director) recommendation of the Company Board that the Company Shareholders vote in favour of the Arrangement Resolution and the rationale for that recommendation and a statement that each Director and Named Executive Officer of the Company intends to vote all Company Shares held by him or her in favour of the Arrangement Resolution.
(4d) The Purchaser shall provide will, in a timely manner, furnish the Company with all necessary such information concerning regarding the Purchaser that is as may reasonably be required by Law to be included by Corporation in the Circular or pursuant to applicable Laws and any other documents related documents to Corporation in writing, and shall ensure that such information does not contain any Misrepresentationthereto.
(5e) Each Party shall The Company and the Purchaser will each promptly notify the other Party if at any time before the Effective Date it becomes aware (in the case of the Company, only with respect to the Company and in the case of the Purchaser only with respect to the Purchaser) that the Circular or any other document referred to in Section 2.5(d) contains a Misrepresentation, any misrepresentation or otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement and promptly deliver written notice to the other Party setting out full particulars thereof. In any such event, the Company and the Purchaser will cooperate with each other in the preparation, filing and dissemination of any required supplement or amendment to the Circular or such other document, as required or appropriatethe case may be, and Corporation any related news release or other document necessary or desirable in connection therewith.
(f) The Company shall promptly mail, file keep the Purchaser fully informed in a timely manner of any requests or otherwise publicly disseminate any such amendment or supplement to Shareholders and, if required comments made by the Court Canadian or by Law, file U.S. securities regulatory authorities and/or the same TSX in connection with the Securities Authorities or any other Governmental Entity as requiredCircular.
Appears in 1 contract
Sources: Arrangement Agreement (Thompson Creek Metals Co Inc.)
Circular. (1a) Corporation The Fund shall, as promptly as reasonably practicable, prepare practicable after the execution and complete, delivery of this Agreement and in consultation with the Purchaser and the Purchaser’s Counsel, and in any event within 25 days of the execution and delivery of this Agreement, the Fund shall complete the Circular together with any other documents required by Law the Fund Declaration of Trust, applicable Securities Laws or other applicable Laws in connection with the Meeting Fund Meeting, in each case in form and substance satisfactory to the Purchaser and its advisors, acting reasonably; provided, however, that if the failure to complete the Circular within such period is as a result of the failure of the Purchaser to provide any information required by the Fund to complete the Circular, the period within which the Circular must be completed shall be extended for an additional five (5) Business Days from the date that all such information has been received by the Fund.
(b) Subject to section 6.6, the Circular shall include a copy of the Fairness Opinion and shall include the Fund Board’s unanimous recommendation that the Unitholders vote in favour of the Unitholder Resolution, provided, however, that references herein to the unanimous recommendation of the Fund Board shall not include Trustees who have declared a conflict of interest and have not participated in such recommendation.
(c) The Purchaser and the Arrangement, and Corporation shall, as promptly as reasonably practicable after obtaining the Interim Order, cause Purchaser’s Counsel shall be entitled to review the Circular and such other documents and amendments thereto and the Fund shall consider (acting reasonably) all comments provided by the Purchaser or the Purchaser’s Counsel, provided that any statements in the Circular and such other documents and amendments thereto relating to the Purchaser and its affiliates and the Unitholder Resolution shall be in form and substance satisfactory to the Purchaser, acting reasonably.
(d) The Fund will file the Circular and any other documentation required to be filed and sent under applicable Laws in all jurisdictions where the Circular is required to each Shareholder and other Person as required be filed by the Interim Order Fund and Law, in each case so as to permit the Meeting mail or cause to be held by mailed the Circular and any other documentation required to be mailed under applicable Laws to the Unitholders as of the record date specified established for the Fund Meeting, the Trustee and the auditors of the Fund. The Purchaser will provide such assistance as the Fund may reasonably request in Section 2.3(1), provided that Purchaser shall have complied with Section 2.4(4)such regard.
(2e) Corporation If at any time prior to the Time of Closing any event shall occur, or fact or information shall be discovered, that should be set forth in an amendment of or a supplement to the Circular, the Fund shall, to the extent required by applicable Law, prepare such amendment or supplement as soon thereafter as is reasonably practicable and cause such amendment or supplement to be distributed to each Unitholder, the Trustees and the auditors of the Fund and filed as required under the Fund Declaration of Trust and applicable Securities Laws.
(f) The Purchaser and the Fund shall proceed diligently, in a coordinated fashion and use commercially reasonable efforts to cooperate in the preparation of the Circular and any amendment or supplement thereto, and of any exemptive relief applications or orders and any other documents deemed reasonably necessary by any of them to discharge their respective obligations under applicable Laws. The Purchaser and the Fund shall furnish to each other, on a timely basis, all information as may be reasonably required to effectuate the actions in section 6.7 and section 6.8, and each covenants that no information so furnished by it in writing in connection with those actions will contain any Misrepresentation.
(g) The Fund and the Purchaser shall each promptly notify the other if, at any time before the Closing, it becomes aware that the Circular or any application for an order hereunder contains any Misrepresentation, or that otherwise requires an amendment or supplement to the Circular or such application. In any such event, the Fund and each of the Purchasers shall cooperate in the preparation of a supplement or amendment to the Circular or such application, as required and as the case may be, that corrects that Misrepresentation and, if required, shall cause the same to be distributed to the Unitholders as of the record date established for the Fund Meeting, the Trustee and the auditors of the Fund and filed as required under applicable Law in all jurisdictions where the Circular is required to be filed by the Fund.
(h) The Fund shall ensure that the Circular complies in with all material respects with Lawapplicable Laws and, without limiting the generality of the foregoing, that the Circular does not contain any a Misrepresentation (other than, in each case, except that this covenant shall not apply with respect to any information furnished relating to or provided in writing by Purchaser, its affiliates and their respective Representatives the Purchaser to the Fund for inclusion in the Circular). The Purchaser shall ensure that no information regarding itself, as applicable)its subsidiaries or each of their respective directors, officers and provides Shareholders with sufficient information shareholders delivered to permit them to form the Fund for inclusion in the Circular contains a reasoned judgement concerning the matters to be placed before the MeetingMisrepresentation. Without limiting the generality of the foregoing, the Fund shall ensure that the Circular must include: provides the Unitholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Fund Meeting.
(i) a copy The Fund represents that the Trustees have been advised and believe that each of the Fairness OpinionTrustees and senior officers of EDS Group intends to vote, (ii) a statement that or cause to be voted, all Units of which he or she is 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 beneficial owner 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 AgreementsUnitholder Resolution.
(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 reasonably. Corporation shall provide to Purchaser prompt notice and copies of any comments or requests for additional information received from Securities Authorities with respect to any such filings, and shall not communicate with Securities Authorities with respect to any such filings without (a) providing Purchaser and its legal counsel a reasonable opportunity to review and comment on such communication and (b) giving reasonable consideration to any comments made by them. Corporation shall provide Purchaser with a final copy of the Circular prior to its mailing to the Shareholders.
(4) Purchaser shall provide all necessary information concerning Purchaser that is required by Law to be included by Corporation in the Circular or other related documents to Corporation in writing, and shall ensure that such information does not contain any Misrepresentation.
(5) Each Party shall promptly notify the other Party if it becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as required.
Appears in 1 contract
Sources: Purchase and Sale Agreement (TreeHouse Foods, Inc.)
Circular. (1a) Corporation shall, as As promptly as reasonably practicablepracticable after the execution of this Agreement, the Corporation shall prepare and complete, in consultation with PurchaserAcquireco, the Circular together with any other documents required by Law the CBCA, the Securities Act and other applicable Laws in connection with the Meeting and the Arrangement, and the Corporation shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Circular and such other documents documentation required in connection with the Meeting to be filed and sent to each Shareholder and other Person beneficial holder of Shares and filed 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)applicable Laws.
(2b) The Corporation shall ensure that the Circular complies in with all material respects with Lawapplicable Laws and, 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 without limiting the generality of the foregoing, the Corporation shall ensure that the Circular must include: provides Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Meeting. The Corporation covenants that the information to becontained in the Circular or any amendment thereto (i) including any information referred to therein or incorporated therein by reference), other than information furnished to the Corporation by Acquireco, will be complete in all material respects as at the date thereof and will not contain any untrue statement of a copy 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 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 circumstances 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) which they are made. The Corporation shall give Purchaser permit Acquireco and its legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documents, including any drafts documents referred to above in the course 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, its preparation and shall give reasonable consideration to any consider in good faith Acquireco’s 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 reasonably. Corporation shall provide to Purchaser prompt notice and copies of any comments or requests for additional information received from Securities Authorities with respect to any such filings, and shall not communicate with Securities Authorities with respect to any such filings without (a) providing Purchaser and its legal counsel a reasonable opportunity to review and comment on such communication and (b) giving reasonable consideration to any comments made by them. Corporation shall provide Purchaser with a final copy of the Circular prior to its mailing to the Shareholdersthereon.
(4c) Purchaser shall provide Acquireco covenants to furnish to the Corporation, on a timely basis, all necessary information concerning Purchaser requested by the Corporation that is may be required by Law under applicable Laws to be included by Corporation contained in the Circular or other related documents any amendment thereto relating to Corporation in writingAcquireco and the Guarantors, and shall ensure Acquireco covenants that all such information does (including any information referred to therein or incorporated therein by reference) will be complete in all material respects as at the date thereof and will not contain any Misrepresentationuntrue 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.
(5d) Each Party of the Corporation and Acquireco shall promptly notify each other if at any time before the other Party if Effective Time it becomes aware that the Circular contains an untrue statement of a Misrepresentationmaterial fact or omits 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, or that otherwise requires an amendment or supplement. The Parties supplement to the Circular, and the parties shall cooperate co-operate in the preparation of any such amendment or supplement as required or appropriate, and Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as required.
Appears in 1 contract
Circular. (1a) Corporation The Company shall, as promptly as reasonably practicablepracticable following the execution of this Agreement, prepare and complete, in consultation with the Purchaser, the Circular together with any other documents required by Law in connection with the Meeting and the Arrangement, and Corporation the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Circular and such other documents to be filed with any Securities Authority and sent in all jurisdictions where the Circular is required to each Shareholder be filed and other Person in the form and containing the information required under applicable Laws, including all applicable corporate and securities legislation and requirements, as required by to permit the Interim Order Meeting to be held as soon as reasonably practicable and Law, in each case any event 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(42.4(a).
(2b) Corporation As promptly as reasonably practicable after the filing of the Circular with any Securities Authority, the Company shall mail to each Shareholder and such other third parties as may be required pursuant to the Interim Order and applicable Laws, the Circular (but in no event prior to the clearance of the Circular by any Securities Authority or later than three Business Days following clearance of the Circular by any Securities Authority) and all other proxy materials for the Meeting, and if necessary in order to comply with applicable securities laws, after the Circular shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies. The Company shall cause the Circular to be mailed in all jurisdictions where the same is required to be mailed.
(c) The Company shall ensure that the Circular complies in all material respects with the Interim Order and Law, does not contain any Misrepresentation (other than, than in each case, respect to any written information with respect to any information the Purchaser that is furnished in writing by Purchaser, its affiliates and their respective Representatives or on behalf of the Purchaser for inclusion in the Circular, as applicable), ) and provides Shareholders the Securityholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Meeting. .
(d) Without limiting the generality of the foregoingSection 2.5(a), the Circular must include: (i) a summary and a copy of the Fairness Opinion, (ii) a statement that the Transaction Committee has received the Fairness Opinion and has, after receiving advice from its financial advisers and outside legal counsel, unanimously recommended that the Board approve the Arrangement, (iii) a statement that the Board has received the Fairness Opinion, Opinion and that the Board has unanimouslyhas, after having received receiving advice from its financial advisers and outside legal counsel and the unanimous recommendation of the Transaction Committee and advice from its financial advisor and outside legal counselCommittee, unanimously determined that the Arrangement Resolution is in the best interests of Corporation the Company and is fair to the Shareholders and that the Board unanimously recommend recommends that Shareholders the Securityholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), and (iiiiv) a statement that each director and senior officer of Corporation intends the Company has entered into a Voting and Support Agreement pursuant to which such director or officer has agreed to vote all of such individual’s Shares his or her securities in favour of the Arrangement Resolution Resolution; and (v) a statement that the Supporting Shareholders have entered into the Voting and Support Agreements pursuant to which the Support and Voting AgreementsSupporting Shareholders have agreed to vote all of their securities in favour of the Arrangement Resolution.
(3e) Corporation The Company shall give the Purchaser and its outside 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 the Purchaser and its outside legal counselcounsel , and agrees that all information relating solely to the Purchaser included that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular or other related documents must be in a form and content satisfactory to the Purchaser, acting reasonably. Corporation The Company shall provide to Purchaser prompt notice and copies of any comments or requests for additional information received from Securities Authorities with respect to any such filings, and shall not communicate with Securities Authorities with respect to any such filings without (a) providing Purchaser and its legal counsel a reasonable opportunity to review and comment on such communication and (b) giving reasonable consideration to any comments made by them. Corporation shall provide the Purchaser with a final copy of the Circular prior to its mailing to the Shareholders.
(4f) The Purchaser shall provide all necessary information concerning provide, in a reasonably timely and expeditious manner, in writing to the Company, the Purchaser Information, as applicable, that is required by the Interim Order or Law to be included by Corporation the Company in the Circular or other related documents to Corporation in writing, and documents. The Purchaser shall ensure that such information the Purchaser Information (i) complies in material respects with the Interim Order and Law and (ii) does not contain any Misrepresentation.
(5g) Each Party shall use its commercially reasonable efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Circular and to the identification in the Circular of each such advisor.
(h) Each Party shall promptly notify the other Party if it becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplementsupplement (including with respect to the Meeting). The Parties shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and Corporation the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders in and to all jurisdictions where such amendments or supplements are required to be mailed, complying in all material respects with all applicable Laws on the date of the mailing thereof and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as required.
(i) The Company shall promptly notify the Purchaser upon the receipt of any correspondence with respect to the Circular or the Arrangement, whether written or oral, from any Securities Authority or the staff of a Securities Authority with respect to the Circular or the Arrangement or any request from any Securities Authority or the staff of a Securities Authority for information related to the Circular or the Arrangement or amendments or supplements to the Circular, and shall promptly provide the Purchaser with copies of all written correspondence between the Company and its Representatives, on the one hand, and the Securities Authority or the staff of the Securities Authority, on the other hand. The Company shall use its commercially reasonable efforts to respond reasonably promptly to any correspondence with respect to the Circular or the Arrangement from any Securities Authority or the staff of a Securities Authority with respect to the Circular or the Arrangement, and the Company shall give reasonable consideration to recommendations provided by the Purchaser and its legal counsel prior to submitting to the Securities Authority or the staff of the Securities Authority any response to any such correspondence. In connection with the filing of the Circular or the dissemination thereof to the Shareholders, or submitting to any Securities Authority or the staff of a Securities Authority any response to any correspondence of any Securities Authority or the staff of the Securities Authority with respect thereto, the Company shall provide the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on such document, responses and/or proposed disclosures and the Company shall give reasonable and due consideration to any reasonable comments of the Purchaser and/or its outside legal counsel prior to such filing, dissemination or submission.
Appears in 1 contract
Circular. (1a) Corporation shallAs promptly as practicable after the execution and delivery of this Agreement, the Company and its legal counsel shall prepare the Circular, which shall include information provided by Parent regarding the disclosure required to be provided in respect of Purchaser Parties in accordance with applicable Canadian Securities Laws and the OBCA, which Parent agrees to provide promptly upon request, together with any other documents required by Securities Legislation and other applicable Laws or the Interim Order in connection with the Arrangement, and as promptly as reasonably practicable, prepare and complete, in consultation with Purchaserpracticable after the date of execution of this Agreement, the Company shall cause the Circular and any other documentation required in connection with the Company Meeting to be sent to each Company Securityholder and to be filed as required by the Interim Order, applicable Securities Legislation and the OBCA. The Circular together with any other documents required by Law Securities Legislation and the OBCA shall be in form and substance satisfactory to Parent, acting reasonably.
(b) The Company, Parent and Purchaser each shall, upon request by another, furnish the other with all information concerning itself, its Subsidiaries, directors, executive officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Meeting Circular or any other statement, filing, notice or application made by or on behalf of the Purchaser Parties, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Authority in connection with the Arrangement and the Arrangement, Transactions.
(c) The Company shall: (i) permit Parent (and Corporation shall, as promptly as reasonably practicable after obtaining its outside counsel) to review and comment upon drafts of all material to be filed by the Company with the Court or any Governmental Authority in connection with the Arrangement (including the Interim Order, cause the Final Order, Articles of Arrangement, Circular and any supplement or amendment) prior to the service (if applicable) and/or filing of such other documents materials, (ii) give Parent (and its counsel) reasonable time to be filed review and sent to each Shareholder comment upon such materials and other Person as required by the Interim Order (iii) accept any reasonable comments of Parent (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(4its counsel).
(2d) Corporation The Company shall ensure that the Circular complies in with all material respects with Lawapplicable Laws and, without limiting the generality of the foregoing, that the Circular does not contain any a Misrepresentation (other than, in each case, than with respect to any information furnished provided in writing by Purchaser, Parent or its affiliates and their respective Representatives outside counsel for the purpose of 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 Company shall ensure that the Circular must include: (i) provides Company Securityholders with information in sufficient detail to permit them to form a copy of reasoned judgment concerning the Fairness Opinion, (ii) matters to be placed before them at the Company Meeting and include in the Circular a statement that the Company Board has received determined that the Fairness OpinionArrangement is fair to the Company Securityholders, and that the Company Board has unanimously, after having received the unanimous recommendation of the Transaction Committee and advice from its financial advisor and outside legal counsel, determined unanimously recommends that the Arrangement Resolution is in the best interests of Corporation and is fair to the Shareholders and unanimously recommend that Shareholders Company Securityholders 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 AgreementsResolution.
(3e) Corporation The Parent shall give Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of ensure that the Circular and other related documents, including any drafts of any filings required to be made to Securities Authorities in connection with this Agreement, information provided by 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 Parent for inclusion in the Circular must be as contemplated in a form and content satisfactory to Purchasersection 2.04(a) complies with all applicable Laws and, acting reasonably. Corporation shall provide to Purchaser prompt notice and copies of any comments or requests for additional information received from Securities Authorities with respect to any such filings, and shall not communicate with Securities Authorities with respect to any such filings without (a) providing Purchaser and its legal counsel a reasonable opportunity to review and comment on such communication and (b) giving reasonable consideration to any comments made by them. Corporation shall provide Purchaser with a final copy limiting the generality of the Circular prior to its mailing to the Shareholders.
(4) Purchaser shall provide all necessary information concerning Purchaser that is required by Law to be included by Corporation in the Circular or other related documents to Corporation in writingforegoing, and shall ensure that such information does not contain any a Misrepresentation.
(5) Each Party shall promptly notify the other Party if it becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as required.
Appears in 1 contract
Sources: Arrangement Agreement (Quantum Fuel Systems Technologies Worldwide Inc)
Circular. (1a) Corporation shallSubject to the Purchaser complying with Section 2.5(g), as promptly as reasonably practicable, prepare and completethe Company will, in consultation with the Purchaser:
(i) as soon as reasonably practicable after the execution of this Agreement, promptly prepare the Circular together with any other documents required by Law the BCBCA or any other applicable Laws in connection with the Meeting and approval of the Arrangement, and Corporation shall, Arrangement Resolution by the Company Shareholders at the Company Meeting; and
(ii) as promptly soon as reasonably practicable after obtaining the issuance of the Interim Order, cause the Circular and such other documents to be filed and sent to each Shareholder the Company Shareholders in compliance with the abridged timing requirements contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and other Person filed 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)applicable Laws.
(2b) Corporation The Company shall ensure that the Circular complies in all material respects with Lawapplicable Laws, does and, without limiting the generality of the foregoing, that the Circular (including with respect to any information incorporated therein by reference):
(i) will not contain any Misrepresentation misrepresentation (other than, than in each case, case with respect to any information furnished in writing by the Purchaser, its affiliates and their respective Representatives for inclusion in ); and
(ii) provides the Circular, as applicable), and provides Company Shareholders with information in sufficient information detail to permit them to form a reasoned judgement judgment concerning the matters to be placed before them at the Company Meeting. Without limiting .
(c) The Company, and the generality Purchaser will cooperate in the preparation, filing and mailing of the foregoingCircular.
(d) Prior to filing the Circular with applicable Governmental Authorities and printing and mailing the Circular to the Company Shareholders, the Circular must include: Company will:
(i) a copy of provide the Fairness Opinion, (ii) a statement that the Board has received the Fairness Opinion, Purchaser 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 counsel 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 with a reasonable opportunity to review and comment on drafts of the Circular and other documents 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 thereto; and
(ii) give reasonable consideration to any comments made by Purchaser and its legal counsel, and agrees that all such comments.
(e) All information relating solely to the Purchaser included in the Circular must shall:
(i) be provided by the Purchaser in accordance with Section 2.5(g); and
(ii) be in a form and content satisfactory to the Purchaser, acting reasonably. Corporation shall provide to Purchaser prompt notice and copies of any comments or requests for additional information received from Securities Authorities with respect to any such filings, and shall not communicate with Securities Authorities with respect to any such filings without .
(af) providing Purchaser and its legal counsel The Circular will include:
(i) a reasonable opportunity to review and comment on such communication and (b) giving reasonable consideration to any comments made by them. Corporation shall provide Purchaser with a final copy of the Circular prior to its mailing Company Board Fairness Opinion;
(ii) a statement that the Company Board has unanimously determined, that the Arrangement is:
(A) fair to the Company Shareholders; and
(B) in the best interests of the Company;
(iii) the unanimous recommendation of the Company Board that the Company Shareholders vote in favour of the Arrangement Resolution;
(iv) the rationale for that recommendation; and
(v) a statement that each Support Shareholder intends to vote all Company Shares held by him or her in favour of the Arrangement Resolution.
(4g) The Purchaser shall provide will, in a timely manner, furnish the Company with all necessary such information concerning regarding the Purchaser that is as may reasonably be required by Law to be included by Corporation in the Circular or pursuant to applicable Laws and any other documents related documents to Corporation in writing, and shall ensure that such information does not contain any Misrepresentationthereto.
(5h) Each Party shall The Company and the Purchaser will each promptly notify the other Party if if, at any time before the Effective Date, it becomes aware (in the case of the Company, only with respect to the Company and in the case of the Purchaser only with respect to the Purchaser) that the Circular or any other document referred to in Section 2.5(g):
(i) contains a Misrepresentation, or any misrepresentation; or
(ii) otherwise requires an any amendment or supplement. , and promptly deliver written notice to the other Party setting out full particulars thereof.
(i) The Parties shall Company and the Purchaser will cooperate with each other in the preparation preparation, filing and dissemination of any:
(i) required supplement or amendment to the Circular or such other document, as the case may be; and
(ii) related news release or other document necessary or desirable in connection therewith.
(j) The Company shall keep the Purchaser fully informed, in a timely manner, of any such amendment requests or supplement as required or appropriate, and Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to Shareholders and, if required comments made by the Court or by Law, file the same Canadian regulatory authorities in connection with the Securities Authorities or any other Governmental Entity as requiredCircular.
Appears in 1 contract
Circular. (1a) Corporation shallSubject to the Purchaser complying with Section 2.5(d), as promptly as reasonably practicable, prepare and completethe Company will, in consultation with the Purchaser:
(i) as soon as reasonably practicable after the execution of this Agreement, promptly prepare the Circular together with any other documents required by Law the BCBCA and other applicable Laws in connection with the Meeting and approval of the Arrangement, and Corporation shall, Arrangement Resolution by the Exeter Shareholders at the Exeter Meeting; and
(ii) as promptly soon as reasonably practicable after obtaining the issuance of the Interim Order, cause the Circular and such other documents to be filed and sent to each Shareholder the Exeter Shareholders in compliance with the accelerated timing contemplated by National Instrument 54-101 “Communication with Beneficial Owners of Securities of a Reporting Issuer” and other Person filed 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)applicable Laws.
(2b) Corporation The Company shall ensure that the Circular complies in all material respects with Lawapplicable Laws, does and, without limiting the generality of the foregoing, that the Circular (including with respect to any information incorporated therein by reference) will not contain any Misrepresentation 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, than in each case, case with respect to any information furnished by the Purchaser, its affiliates ) and their respective Representatives for inclusion in will provide the Circular, as applicable), and provides Exeter Shareholders with information in sufficient information detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Exeter Meeting. Without limiting .
(c) The Company and the generality Purchaser will cooperate in the preparation, filing and mailing of the foregoing, Circular. The Company will provide legal counsel to the Purchaser with a reasonable opportunity to review and comment on all drafts of the Circular must include: (iand other documents related thereto prior to filing the Circular with applicable Governmental Authorities and printing and mailing the Circular to the Exeter Shareholders and will give reasonable consideration to such comments. All information relating solely to the Purchaser included in the Circular shall be provided by the Purchaser in accordance with Section 2.5(d) and shall be in form and content satisfactory to the Purchaser, acting reasonably, and the Circular will include a copy of the Fairness Opinion, (ii) Advisor Fairness Opinion and the Fairness Opinion and a statement that the Exeter 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, unanimously determined that the Arrangement Resolution is fair, from a financial point of view, to the Exeter Shareholders, and it is in the best interests of Corporation the Company and is fair to the Shareholders and unanimously recommend unanimous recommendation of the Exeter Board that the Exeter Shareholders vote in favour of the Arrangement Resolution (and the “Board Recommendation”), rationale for that recommendation and (iii) a statement that each director and senior officer of Corporation the Company intends to vote all of such individual’s Exeter Shares held by him or her in favour of the Arrangement Resolution pursuant to the Support and Voting AgreementsResolution.
(3d) Corporation shall give The Purchaser and its legal counsel will, in a reasonable opportunity to review and comment on drafts of timely manner, furnish the Circular and other related documents, including any drafts of any filings Company with all such information regarding the Purchaser as may be 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 pursuant to applicable Laws and content satisfactory any other documents related thereto. The Purchaser shall also use commercially reasonable efforts to Purchaser, acting reasonably. Corporation shall provide obtain any necessary consents from any of its auditors and any other advisors to Purchaser prompt notice and copies the use of any comments financial or requests for additional other expert information received from Securities Authorities with respect in its possession or under its control required to any such filings, and shall not communicate with Securities Authorities with respect to any such filings without (a) providing Purchaser and its legal counsel a reasonable opportunity to review and comment on such communication and (b) giving reasonable consideration to any comments made by them. Corporation shall provide Purchaser with a final copy of be included in the Circular prior to its mailing and to the Shareholdersidentification in the Circular of each such advisor.
(4e) The Company and the Purchaser shall provide all necessary information concerning Purchaser that is required by Law to be included by Corporation in the Circular or other related documents to Corporation in writing, and shall ensure that such information does not contain any Misrepresentation.
(5) Each Party shall will each promptly notify the other Party if at any time before the Effective Date it becomes aware (in the case of the Company only with respect to the Company and in the case of the Purchaser only with respect to the Purchaser) that the Circular or any other document referred to in Section 2.5(d) contains a Misrepresentation, any misrepresentation or otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement and promptly deliver written notice to the other Party setting out full particulars thereof. In any such event, the Company and the Purchaser will cooperate with each other in the preparation, filing and dissemination of any required supplement or amendment to the Circular or such other document, as required or appropriatethe case may be, and Corporation any related news release or other document necessary or desirable in connection therewith.
(f) The Company shall promptly mail, file keep the Purchaser fully informed in a timely manner of any requests or otherwise publicly disseminate any such amendment or supplement to Shareholders and, if required comments made by the Court or by Law, file the same Canadian securities regulatory authorities in connection with the Securities Authorities or any other Governmental Entity as requiredCircular.
Appears in 1 contract
Circular. (1a) Corporation shall, as As promptly as reasonably practicablepracticable following execution of this Agreement, prepare and completethe Company shall, in consultation and cooperation with Purchaserthe Buyer, prepare the Circular together with any other documents required by Law applicable Laws in connection with the Meeting and the Plan of Arrangement, and Corporation . The Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Circular and such all other documents documentation required in connection with the Meeting to be filed and sent to each Shareholder of the Company Shareholders and other Person persons as required by the Interim Order and Lawapplicable Laws, in each case so as to permit the Meeting to be held by within the date time period specified in Section 2.3(12.3(a). On the date of delivery thereof, provided that Purchaser shall have complied with Section 2.4(4).
(2) Corporation the Company shall ensure that the Circular complies in all material respects with Law, does not all applicable Laws and the Interim Order and shall 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 detail to permit them the Company Shareholders to form a reasoned judgement concerning the matters to be placed before them at the Meeting. Without limiting the generality of the foregoing, the Circular must includeinclude a copy of the fairness opinion received by the Company Board, and statements that: (i) a copy of the Fairness Opinion, (ii) a statement that the Company Board has received the Fairness Opinion, and that the Board has unanimouslya fairness opinion and, after having received receiving legal and financial advice, (other than the unanimous recommendation of the Transaction Committee and advice directors who have abstained from its financial advisor and outside legal counselvoting, if any) unanimously determined that the Arrangement Resolution is in the best interests of Corporation the Company and is fair to the Shareholders and unanimously recommend recommends that Company Shareholders vote in favour of the Arrangement Resolution Resolution; and (ii) each Company Shareholder subject to a Voting Agreement has agreed to vote all of such person’s Common Shares and/or Tracking Shares, as applicable, in favour of the “Board Recommendation”)Arrangement Resolution, subject to the terms of such Voting Agreement.
(b) Subject to Section 6.1, the Company shall (i) solicit proxies in favour of the Arrangement Resolution, against any resolution submitted by any other Company Shareholder, permitting the Buyer to assist the Company in such solicitation if requested by the Buyer, and take all other actions that are reasonably necessary or desirable to seek the Shareholder Approval, (ii) recommend to Company Shareholders that they vote in favour of the Arrangement Resolution, and (iii) not make a statement that each director and senior officer of Corporation intends to vote all of such individual’s Shares Change in favour of the Arrangement Resolution pursuant to the Support and Voting AgreementsRecommendation.
(3c) Corporation The Buyer shall give Purchaser provide to the Company all information regarding the Buyer, its affiliates and the Buyer Shares as required by the Interim Order or applicable Laws for inclusion in the Circular or in any amendments or supplements to such Circular. The Buyer shall ensure that such information shall be complete and correct in all material respects and comply in all material respects with applicable Laws and that it does not include any misrepresentation.
(d) The Buyer and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Circular prior to the Circular being printed and other related documents, including any drafts of any filings required delivered to be made to Securities Authorities in connection with this Agreement, the Arrangement or any of the other transactions contemplated herebyCompany Shareholders, and shall give reasonable consideration shall be given to any comments made by Purchaser the Buyer and its legal counsel, and agrees provided that all information relating solely to Purchaser the Buyer, its affiliates and the Buyer Shares included in the Circular must shall be in a form and content satisfactory to PurchaserBuyer, acting reasonably. Corporation The Company shall provide to Purchaser prompt notice and the Buyer with final copies of any comments or requests for additional information received from Securities Authorities with respect to any such filings, and shall not communicate with Securities Authorities with respect to any such filings without (a) providing Purchaser and its legal counsel a reasonable opportunity to review and comment on such communication and (b) giving reasonable consideration to any comments made by them. Corporation shall provide Purchaser with a final copy of the Circular prior to its mailing delivering the Circular to the Company Shareholders.
(4e) Purchaser The Company and the Buyer shall provide all necessary information concerning Purchaser that is required by Law to be included by Corporation in the Circular or other related documents to Corporation in writing, and shall ensure that such information does not contain any Misrepresentation.
(5) Each Party shall each promptly notify each other if at any time before the other Effective Date either Party if it becomes aware that the Circular contains a Misrepresentationmisrepresentation, or that otherwise requires an amendment or supplement. The supplement to the Circular and the Parties shall cooperate co-operate in the preparation of any such amendment or supplement to the Circular as required or appropriate, and Corporation the Company shall promptly mail, file or otherwise publicly disseminate deliver any such amendment or supplement to the Circular to Company Shareholders and, if and as otherwise required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as requiredapplicable Laws.
Appears in 1 contract
Circular. (1a) Corporation The Company shall, as promptly as reasonably practicable, prepare and complete, in consultation with the Purchaser, the Circular together with any other documents required by Law in connection with the Meeting and the Arrangement, and Corporation shall, :
(i) as promptly as reasonably practicable after obtaining the Interim Orderdate of this Agreement, prepare and cause to be filed with the SEC a preliminary version of the Circular;
(ii) provide the Purchaser and its legal counsel with reasonable opportunity to review and comment on: (A) the drafts of the Circular before filing the preliminary version of the Circular with the SEC; and (B) any response to comments received from the SEC. The Company shall in good faith consider all comments reasonably and promptly proposed by the Purchaser or its legal counsel in relation to the Circular, and as soon as reasonably practicable, notify the Purchaser and provide copies of any material communications sent to or received from the SEC in relation to the Circular; and
(iii) as soon as reasonably practicable, respond to any comments received from the SEC concerning the Circular and use commercially reasonable efforts to resolve such other documents to be filed and sent to each Shareholder and other Person comments with the SEC as required by the Interim Order and Law, in each case so promptly 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).possible;
(2b) Corporation The Company shall ensure that the Circular complies in all material respects with Lawapplicable Laws, does and, without limiting the generality of the foregoing, that the Circular (including with respect to any information incorporated therein by reference):
(i) will not contain any Misrepresentation misrepresentation (other than, than in each case, case with respect to any information furnished in writing by the Purchaser, its affiliates and their respective Representatives for inclusion ); and
(ii) provides the Affected Securityholders with information in the Circular, as applicable), and provides Shareholders with sufficient information detail to permit them to form a reasoned judgement judgment concerning the matters to be placed before them at the Company Meeting. Without limiting .
(c) All information relating solely to the generality of the foregoing, Purchaser included in the Circular must shall:
(i) be provided by the Purchaser in accordance with Section 2.5(e); and
(ii) be in form and content satisfactory to the Purchaser, acting reasonably.
(d) The Circular will include: :
(i) a copy of the Company Board Fairness Opinion and the Company Independent Committee Fairness Opinion, ;
(ii) a statement that the Company Independent Committee has unanimously determined and the Company Board has received the Fairness Opinionunanimously determined, and that the Board has unanimously, after having received Arrangement is:
(A) fair to the Company Shareholders; and
(B) in the best interests of the Company;
(iii) the unanimous recommendation of the Transaction Committee and advice from its financial advisor and outside legal counsel, determined Company Board that the Arrangement Resolution is in the best interests of Corporation and is fair to the Shareholders and unanimously recommend that Shareholders Affected Securityholders vote in favour of the Arrangement Resolution Resolution;
(iv) the “Board Recommendation”), and rationale for that recommendation; and
(iiiv) a statement that each director Director and senior executive officer of Corporation the Company intends to vote all of such individual’s Shares Affected Securities held by him or her in favour of the Arrangement Resolution pursuant to the Support and Voting AgreementsResolution.
(3e) Corporation shall give The Purchaser will, in a timely manner, furnish the Company with all such information regarding the Purchaser as may reasonably be required to be included in the Circular pursuant to applicable Laws and its legal counsel a reasonable opportunity to review any other documents related thereto.
(f) The Company and comment on drafts the Purchaser will cooperate in the preparation, filing and mailing of the Circular and other related documentsthe Company shall as soon as reasonably practicable after the issuance of the Interim Order, including any drafts of any filings required cause the Circular 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 reasonably. Corporation shall provide to Purchaser prompt notice and copies of any comments or requests for additional information received from Securities Authorities with respect to any such filings, and shall not communicate with Securities Authorities with respect to any such filings without (a) providing Purchaser and its legal counsel a reasonable opportunity to review and comment on such communication and (b) giving reasonable consideration to any comments made by them. Corporation shall provide Purchaser with a final copy of the Circular prior to its mailing sent to the ShareholdersAffected Securityholders in compliance with the abridged timing requirements contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and filed as required by the Interim Order and applicable Laws.
(4g) The Company and the Purchaser shall provide all necessary information concerning Purchaser that is required by Law to be included by Corporation in the Circular or other related documents to Corporation in writing, and shall ensure that such information does not contain any Misrepresentation.
(5) Each Party shall will each promptly notify the other Party if if, at any time before the Effective Date, it becomes aware (in the case of the Company, only with respect to the Company and in the case of the Purchaser only with respect to the Purchaser) that the Circular or any other document referred to in Section 2.5(d):
(i) contains a Misrepresentation, or any misrepresentation; or
(ii) otherwise requires an any amendment or supplement. , and promptly deliver written notice to the other Party setting out full particulars thereof.
(h) The Parties shall Company and the Purchaser will cooperate with each other in the preparation preparation, filing and dissemination of any:
(i) required supplement or amendment to the Circular or such other document, as the case may be; and
(ii) related news release or other document necessary or desirable in connection therewith.
(i) The Company shall keep the Purchaser fully informed, in a timely manner, of any such amendment requests or supplement as required or appropriate, and Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to Shareholders and, if required comments made by the Court Canadian or by LawUnited States securities regulatory authorities, file the same TSX and/or the NYSE American in connection with the Securities Authorities or any other Governmental Entity as requiredCircular.
Appears in 1 contract
Circular. (1) Corporation The Company shall, as promptly as reasonably practicable, prepare and complete, in consultation with Purchaserthe Parent and the Purchaser and their legal counsel, the Circular together with any other documents required by applicable Law in connection with the Meeting and the Arrangement, and Corporation the Company 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 person as required by the Interim Order and applicable 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 The Company shall ensure that the Circular complies in all material respects with applicable Law, does not contain any Misrepresentation (other than, in each case, with respect to any written information furnished provided by Purchaser, its affiliates the Parent or the Purchaser and their respective Representatives representatives for inclusion in the Circular, as applicable), ) and provides the 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 Special Committee has received the Fairness Opinion, and has, after receiving legal and financial advice, unanimously recommended that the Board approve the Arrangement Agreement and that the Shareholders vote in favour of the Arrangement Resolution, (iii) a statement that the Board has received the Fairness Opinion, and that the Board has unanimouslyunanimously determined, after having received receiving legal and financial advice and the unanimous recommendation of the Transaction Committee and advice from its financial advisor and outside legal counselSpecial Committee, determined that the Arrangement Resolution is in the best interests of Corporation and is fair to the Shareholders Company and unanimously recommend recommends that the Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), and ; (iiiiv) a statement that each director and senior officer of Corporation Supporting Shareholder intends to vote all of such individual’s Common Shares in favour of the Arrangement Resolution pursuant and (v) disclosure sufficient to allow the Support and Voting AgreementsParent to rely upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereunder.
(3) Corporation The Company shall give the Parent and the Purchaser and its their 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 the Parent or the Purchaser and its their legal counsel, and the Company agrees that all information relating solely to the Parent and the Purchaser and their respective Subsidiaries included in the Circular and any information describing the terms of the Arrangement and/ or the Plan of Arrangement must be in a form and content satisfactory to the Parent and the Purchaser, each acting reasonably. Corporation shall provide to Purchaser prompt notice and copies of any comments or requests for additional information received from Securities Authorities with respect to any such filings, and shall not communicate with Securities Authorities with respect to any such filings without (a) providing Purchaser and its legal counsel a reasonable opportunity to review and comment on such communication and (b) giving reasonable consideration to any comments made by them. Corporation shall provide Purchaser with a final copy of the Circular prior to its mailing to the Shareholders.
(4) The Parent and the Purchaser shall provide to the Company in writing all necessary information concerning Purchaser the Parent and the Purchaser, respectively, that is required by Law to be included by Corporation the Company in the Circular or other related documents required to Corporation be filed by the Company in writingconnection therewith, and shall ensure that such information (including with respect to any information incorporated by reference) does not contain any Misrepresentation.
(5) Each Party shall promptly notify the other Party if if, at any time before the Effective Date, it becomes aware (in the case of the Company, only in respect of information relating to the Company and its Subsidiaries and in the case of the Parent and the Purchaser, only in respect of information relating to the Parent and its Subsidiaries) that the Circular contains or other related documents contain a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall cooperate cooperate, in a manner consistent with this Section 2.4 above, in the preparation of any such amendment or supplement as required or appropriate, and Corporation the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required by the Court or by Law, file the same with the applicable Securities Authorities or any other Governmental Entity Authority as required.
Appears in 1 contract
Circular. (1a) Corporation shallBPO will, as promptly as reasonably practicablein a timely and expeditious manner, prepare and completefile, in consultation with Purchaserthe Offerors and their advisors, the Circular together with any other documents in all jurisdictions where the same is required by Law in connection with and mail the Meeting Circular to the Shareholders as required under applicable Laws 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).;
(2b) Corporation BPO shall ensure that the Circular complies in all material respects with Lawall applicable Laws, does and, without limiting the generality of the foregoing, that the Circular will not contain any Misrepresentation (other than, than in each case, case with respect to any information furnished by Purchaserrelating to the Offerors, its affiliates including the BPY Units and their respective Representatives for inclusion in the Circular, as applicableExchange LP Units), and provides shall provide Shareholders with information in sufficient information detail to permit them to form a reasoned judgement judgment concerning the matters to be placed before them at the Shareholders’ Meeting. Without limiting the generality of the foregoing, ;
(c) 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 will include 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 Board of Corporation and is fair to the Shareholders and unanimously recommend Directors that Shareholders vote in favour of the Arrangement Resolution Resolution;
(d) the “Board Recommendation”)Offerors will furnish to BPO all such information regarding the Offerors, including the BPY Units and (iii) a statement that each director and senior officer of Corporation intends to vote all of such individual’s Shares Exchange LP Units, as may be required by the Interim Order or applicable Laws or as may be reasonably required by BPO in favour the preparation of the Arrangement Resolution pursuant Circular for inclusion in the Circular and in any amendments or supplements to the Support and Voting Agreements.such Circular or other documents related thereto. The Offerors shall ensure that no such information will contain any Misrepresentation; and
(3e) Corporation the Offerors and their advisors shall give Purchaser and its legal counsel be given a reasonable opportunity to review and comment on drafts of the Circular, prior to the Circular being printed, mailed to Shareholders and other related documents, including any drafts of any filings required to be made to Securities Authorities filed in connection with this Agreement, all jurisdictions where the Arrangement or any of the other transactions contemplated herebysame is required, and shall give reasonable consideration shall be given to any comments made by Purchaser the Offerors and its legal counseltheir advisors, and agrees provided that all information relating solely to Purchaser the Offerors included in the Circular must shall be in a form and content substance satisfactory to PurchaserBrookfield Property Partners, acting reasonably. Corporation BPO shall provide to Purchaser prompt notice and copies of any comments or requests for additional information received from Securities Authorities with respect to any such filings, and shall not communicate with Securities Authorities with respect to any such filings without (a) providing Purchaser and its legal counsel a reasonable opportunity to review and comment on such communication and (b) giving reasonable consideration to any comments made by them. Corporation shall provide Purchaser the Offerors with a final copy of the Circular prior to its the mailing to the Shareholders.
(4) Purchaser shall provide all necessary information concerning Purchaser that is required by Law to be included by Corporation in the Circular or other related documents to Corporation in writing, and shall ensure that such information does not contain any Misrepresentation.
(5) Each Party shall promptly notify the other Party if it becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as required.
Appears in 1 contract
Sources: Arrangement Agreement (Brookfield Office Properties Inc)
Circular. (1a) Corporation shall, as The REIT shall (i) promptly as reasonably practicable, prepare and completefollowing execution of this Agreement, in consultation with Purchaserthe Purchaser and its legal counsel, prepare and complete the Circular together with any other documents required by Law applicable Laws in connection with the Unitholder Meeting and the Arrangement, and Corporation shall, (ii) as promptly as reasonably practicable after obtaining the Interim Order, cause file the Circular and such other documents in all jurisdictions where the same is required to be filed with the applicable Securities Authorities and sent mail the Circular and such other documents required to be mailed to each Shareholder REIT Unitholder and any other Person as required under applicable Laws and by the Interim Order and LawOrder, in each case so as to permit the Unitholder Meeting to be held by the date specified in Section 2.3(1), provided that Purchaser shall have complied with Section 2.4(42.3(a).
(2b) Corporation On the date of mailing thereof, the REIT shall ensure that the Circular complies in all material respects with Law, does not all applicable Laws and the Interim Order and shall 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 detail to permit them the REIT Unitholders to form a reasoned judgement judgment concerning the matters to be placed before them at the Unitholder Meeting. , and, without limiting the generality of the foregoing, shall ensure that the Circular will not contain any Misrepresentation (except that the REIT shall not be responsible for the accuracy of any information included in the Circular relating to the Purchaser and its affiliates that was provided by the Purchaser in writing expressly for inclusion in the Circular pursuant to Section 2.4(d)).
(c) Without limiting the generality of the foregoing, the Circular must includeshall: (i) include a copy and a summary of the Fairness Opinion, ; (ii) a statement state that the REIT Board has received the Fairness Opinion, and has unanimously determined, based upon, among other things, the recommendation of a special committee of the REIT Board and consultation with its financial and legal advisors, that the Board has unanimouslyconsideration to be received by the REIT Unitholders pursuant to the Arrangement is fair, after having received from a financial point of view, to the REIT Unitholders; (ii) that the Arrangement and entry into of this Agreement are in the best interests of the REIT and that the Arrangement and the transactions contemplated hereby are fair to the REIT Unitholders; (iii) contain 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 REIT Board to the Shareholders and unanimously recommend REIT Unitholders that Shareholders they vote in favour of the Arrangement Resolution (the “REIT Board Recommendation”), ; and (iiiiv) a statement that each director Trustee and senior executive officer of Corporation intends the REIT has entered into a Voting Support Agreement pursuant to which such Trustee or executive officer has agreed to vote all of such individual’s Shares REIT Units in favour of the Arrangement Resolution pursuant to the Support and Voting AgreementsResolution.
(3d) Corporation The Purchaser shall give promptly provide the REIT in writing with all information regarding the Purchaser and its controlled affiliates as required by applicable Laws for inclusion in the Circular or in any amendments or supplements to the Circular to the extent reasonably requested by the REIT. The Purchaser shall ensure that such information does not include any Misrepresentation concerning the Purchaser or its controlled affiliates. The REIT shall use its commercially reasonable efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial or other expert information required by Law to be included in the Circular and to the identification in the Circular of each such advisor.
(e) The REIT shall provide the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Circular and related documents prior to the Circular being printed and filed with any Governmental Entity, and reasonable consideration shall be given to any comments made by the Purchaser and its legal counsel, provided that all information relating solely to the Purchaser and its controlled affiliates included in the Circular shall be in form and content approved in writing by the Purchaser in its sole discretion. The REIT shall provide the Purchaser with final copies of the Circular prior to the mailing thereof to the REIT Unitholders.
(f) The REIT and the Purchaser shall each promptly notify the other related documentsif at any time before the Effective Date either becomes aware that the Circular contains a Misrepresentation, including any drafts or otherwise requires pursuant to applicable Law an amendment or supplement, and the REIT and the Purchaser shall co-operate in the preparation of any filings amendment or supplement to the Circular as required or appropriate, and the REIT shall promptly file and mail or otherwise publicly disseminate any amendment or supplement to be made the Circular to the REIT Unitholders and, if required by the Court or applicable Laws, file the same with any Governmental Entity or Securities Authorities in connection with this Agreementand as otherwise required pursuant to applicable Law, and the Arrangement REIT will provide the Purchaser and its legal counsel a reasonable opportunity to review and comment thereon prior to any filing or any of the other transactions contemplated hereby, dissemination and shall give reasonable consideration to any comments made by the Purchaser and its legal counsel. The REIT shall provide the Purchaser with final copies of any such amendments prior to the filing or dissemination thereof.
(g) The REIT hereby agrees to indemnify and save harmless the Purchaser and its Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and agrees that all expenses to which the Purchaser or any of its Representatives may be subject or may suffer as a result of, or arising from, any Misrepresentation or alleged Misrepresentation contained in any information relating solely to Purchaser included in the Circular must be or other related documents (other than the information relating to the Purchaser that was provided by the Purchaser or its Representatives in writing for inclusion in such Circular or other related documents), including as a form and content satisfactory to Purchaser, acting reasonably. Corporation shall provide to Purchaser prompt notice and copies result of any comments order made, or requests for additional information received from any inquiry, investigation or proceeding instituted by any Securities Authorities Authority or other Governmental Entity based on such a Misrepresentation or alleged Misrepresentation.
(h) Unless prohibited by Law, the REIT shall promptly notify the Purchaser upon the receipt of any correspondence with respect to the Circular or the Arrangement, whether written or oral, from any such filings, and shall not communicate with Securities Authorities Authority or the staff of a Securities Authority with respect to the Circular or the Arrangement or any request from any Securities Authority or the staff of a Securities Authority for information related to the Circular or the Arrangement or amendments or supplements to the Circular, and unless prohibited by Law, shall promptly provide the Purchaser with copies of all correspondence between the REIT and its Representatives, on the one hand, and the Securities Authority or the staff of the Securities Authority, on the other hand. The REIT shall use its commercially reasonable efforts to respond as promptly as reasonably practicable to any correspondence with respect to the Circular or the Arrangement from any Securities Authority or the staff of a Securities Authority with respect to the Circular or the Arrangement, and unless prohibited by Law, the REIT shall consult with the Purchaser and its legal counsel prior to submitting to the Securities Authority or the staff of the Securities Authority any response to any such filings without (a) providing correspondence. In connection with the filing of the Circular or any press release in respect of the Arrangement or the dissemination thereof to the REIT Unitholders, or submitting to any Securities Authority or the staff of a Securities Authority any response to any correspondence of any Securities Authority or the staff of the Securities Authority with respect thereto, unless prohibited by Law, the REIT shall provide the Purchaser and its legal counsel a reasonable opportunity to review and comment on such communication document, responses and/or proposed disclosures and (b) giving the REIT will incorporate any reasonable consideration to any comments made by them. Corporation shall provide Purchaser with a final copy of the Circular Purchaser and/or its legal counsel prior to its mailing to the Shareholderssuch filing, dissemination or submission.
(4) Purchaser shall provide all necessary information concerning Purchaser that is required by Law to be included by Corporation in the Circular or other related documents to Corporation in writing, and shall ensure that such information does not contain any Misrepresentation.
(5) Each Party shall promptly notify the other Party if it becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as required.
Appears in 1 contract
Sources: Arrangement Agreement
Circular. (1a) Corporation shall, as As promptly as reasonably practicablepracticable after the execution and delivery of this Agreement (but in any case no later than five Business Days after the execution and delivery of this Agreement), the Corporation shall prepare and completecomplete the Circular, in consultation with Purchaser, the Circular together with any other documents required to be filed or prepared by Law the Corporation under Securities Laws or other applicable Laws in connection with the Meeting Meeting. The Corporation shall provide the Purchaser and its representatives with a reasonable opportunity to review and comment on the Arrangement, Circular and Corporation shall, as any other relevant documentation and will incorporate therein all reasonable comments made by them.
(b) As promptly as reasonably practicable after obtaining the Interim OrderOrder (but in any event no later than five Business Days after receipt thereof), the Corporation shall cause the Circular and such other documents documentation required in connection with the Meeting to be mailed to the Securityholders and filed and sent to each Shareholder and other Person as required by the Interim Order and Lawapplicable Laws, in each case so as and shall take all measures necessary to permit abridge the Meeting time period contemplated by Regulation 54-101 respecting Communication with Beneficial Owners of Securities of a Reporting Issuer pursuant to be held by the date specified in Section 2.3(1), provided that Purchaser shall have complied with Section 2.4(4)2.20 thereof.
(2c) The Corporation shall will ensure that the Circular complies in with 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 Meetingapplicable Laws. Without limiting the generality of the foregoing, the Corporation will ensure that the Circular must include: (i) a copy of the Fairness Opiniondoes not contain any Misrepresentation, (ii) a statement that the Board has received the Fairness Opinioncomplies with Regulation 51-102 respecting Continuous Disclosure Requirements and Form 51-102F5 thereunder, and that (iii) provides Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the Board has unanimously, after having received matters to be placed before them at the unanimous Meeting. The Circular will also include the recommendation of the Transaction Committee and advice from its financial advisor and outside legal counsel, determined Board 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”)unless such recommendation has been withdrawn, modified or amended in accordance with this Agreement) and (iii) a statement that each director and senior officer of Corporation intends to vote all of such individual’s Shares in favour copy of the Arrangement Resolution pursuant fairness opinion referred to the Support and Voting Agreementsin Paragraph 3.1(d).
(3d) The 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 reasonably. Corporation shall provide to Purchaser prompt notice and copies of any comments or requests for additional information received from Securities Authorities with respect to any such filings, and shall not communicate with Securities Authorities with respect to any such filings without (a) providing Purchaser and its legal counsel a reasonable opportunity to review and comment on such communication and (b) giving reasonable consideration to any comments made by them. Corporation shall provide Purchaser with a final copy of the Circular prior to its mailing to the Shareholders.
(4) Purchaser shall provide all necessary information concerning Purchaser that is required by Law to be included by Corporation in the Circular or other related documents to Corporation in writing, and shall ensure that such information does not contain any Misrepresentation.
(5) Each Party shall promptly notify the other Party if Purchaser, and the Purchaser shall promptly notify the Corporation if, at any time before the Effective Time, it becomes aware that the Circular contains a any Misrepresentation, or otherwise requires that an amendment or supplementsupplement to the Circular is otherwise required under applicable Laws. The In any such event, the Parties shall cooperate in the preparation of any such a supplement or amendment or supplement to the Circular, and shall cause the same to be mailed to the Securityholders and filed as required or appropriate, and Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as requiredapplicable Laws.
Appears in 1 contract
Circular. (1a) Corporation The Company shall, as promptly as reasonably practicable, prepare and complete, in consultation with the Purchaser, the Circular together with any other documents required by Law in connection with the Meeting and the Arrangement, and Corporation shall, :
(i) 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)of this Agreement, 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 prepare 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 provide 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 with reasonable opportunity to review and comment on drafts of the Circular and the Company shall in good faith consider all comments reasonably and promptly proposed by the Purchaser or its legal counsel in relation to the Circular.
(b) The Company shall ensure that the Circular complies in all material respects with applicable Laws, and, without limiting the generality of the foregoing, that the Circular (including with respect to any information incorporated therein by reference):
(i) will not contain any misrepresentation (other related documents, including than in each case with respect to any drafts of any filings required information furnished in writing by the Purchaser); and
(ii) provides the Affected Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be made to Securities Authorities in connection with this Agreement, placed before them at 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 Company Meeting.
(c) All information relating solely to the Purchaser included in the Circular must shall:
(i) be provided by the Purchaser in accordance with Section 2.4(e); and
(ii) be in a form and content satisfactory to the Purchaser, acting reasonably. Corporation shall provide to Purchaser prompt notice and copies of any comments or requests for additional information received from Securities Authorities with respect to any such filings, and shall not communicate with Securities Authorities with respect to any such filings without .
(ad) providing Purchaser and its legal counsel The Circular will include:
(i) a reasonable opportunity to review and comment on such communication and (b) giving reasonable consideration to any comments made by them. Corporation shall provide Purchaser with a final copy of the Circular prior to its mailing Fairness Opinion;
(ii) a statement that the Company Independent Committee has unanimously determined and the Company Board has unanimously determined, that the Arrangement is:
(A) fair to the Company Shareholders; and
(B) in the best interests of the Company;
(iii) the unanimous recommendation of the Company Board that the Affected Securityholders vote in favour of the Arrangement Resolution;
(iv) the rationale for that recommendation; and
(v) a statement that each Director and executive officer of the Company intends to vote all Affected Securities held by him or her in favour of the Arrangement Resolution.
(4e) The Purchaser shall provide will, in a timely manner, furnish the Company with all necessary such information concerning regarding the Purchaser that is as may reasonably be required by Law to be included by Corporation in the Circular or pursuant to applicable Laws and any other documents related documents to Corporation in writing, and shall ensure that such information does not contain any Misrepresentationthereto.
(5f) Each Party The Company and the Purchaser will cooperate in the preparation, filing and mailing of the Circular and the Company shall as soon as reasonably practicable after the issuance of the Interim Order, cause the Circular to be sent to the Affected Securityholders in compliance with the abridged timing requirements contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and filed as required by the Interim Order and applicable Laws.
(g) The Company and the Purchaser will each promptly notify the other Party if if, at any time before the Effective Date, it becomes aware (in the case of the Company, only with respect to the Company and in the case of the Purchaser only with respect to the Purchaser) that the Circular or any other document referred to in Section 2.4(d):
(i) contains a Misrepresentation, or any misrepresentation; or
(ii) otherwise requires an any amendment or supplement. , and promptly deliver written notice to the other Party setting out full particulars thereof.
(h) The Parties shall Company and the Purchaser will cooperate with each other in the preparation preparation, filing and dissemination of any:
(i) required supplement or amendment to the Circular or such other document, as the case may be; and
(ii) related news release or other document necessary or desirable in connection therewith.
(i) The Company shall keep the Purchaser fully informed, in a timely manner, of any such amendment requests or supplement as required or appropriate, and Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to Shareholders and, if required comments made by the Court or by Law, file the same securities regulatory authorities in connection with the Securities Authorities or any other Governmental Entity as requiredCircular.
Appears in 1 contract
Circular. (1a) Corporation shall, as As promptly as reasonably practicablepracticable after the date of this Agreement, prepare and completethe Mohawk Parties shall, in consultation and cooperation with Purchaserthe Invesque Parties, complete the Circular Circular, together with any other documents required by applicable Law in connection with the Meeting Meetings and the Plan of Arrangement, and Corporation . The Mohawk Parties shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Circular and such all other documents documentation required in connection with the Meetings to be filed and sent to each Shareholder of the REIT Unitholders and Partnership Unitholders and other Person Persons as required by the Interim Order and applicable Law, in each case so as to permit the Meeting Meetings to be held by the date specified in Section 2.3(1), provided that Purchaser shall have complied with Section 2.4(42.2(a).
(2b) Corporation The Mohawk Parties 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), applicable Law and provides Shareholders the REIT Unitholders and Partnership Unitholders with sufficient information (including a copy of this Agreement) to permit them to form a reasoned judgement judgment concerning the matters to be placed before them at the MeetingMeetings (except that the Mohawk Parties shall not be responsible for any information relating to the Invesque Parties or any of their Affiliates that was provided by the Invesque Parties expressly for inclusion in the Circular pursuant to Section 2.4). 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 REIT Arrangement Resolution is in the best interests of Corporation the REIT and is fair to the Shareholders REIT Unitholders and unanimously recommend recommends that Shareholders the REIT Unitholders vote in favour of the REIT Arrangement Resolution; (ii) a statement that the board of directors of Mohawk Master GP has determined that the Partnership Arrangement Resolution is in the best interests of the Partnership and the Partnership Unitholders and recommends that the Partnership Unitholders vote in favour of the Partnership Arrangement Resolutions ((i) and (ii) collectively referred to as the “Board RecommendationRecommendations”), ) and (iii) a statement that each trustee of the REIT, each director of Mohawk Master GP and senior officer of Corporation each Locked-Up Person intends to vote all of such individual’s Shares Units in favour of the applicable Arrangement Resolution pursuant and, subject to the terms of the Support Agreements, against any resolution submitted by any Person that is inconsistent with the Arrangement. The Board shall not, and Voting Agreementsshall not resolve or propose to, withdraw, amend, modify or qualify, propose or state its intention to do so, or fail to reaffirm (without qualification) within two (2) Business Days after having been requested in writing by the Invesque Parties to do so.
(3c) Corporation The Mohawk Parties shall give Purchaser the Invesque Parties and its their 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 documents prior to be made to Securities Authorities in connection with this Agreement, the Arrangement or any of the other transactions contemplated herebyCircular being printed, and shall give reasonable consideration to any comments made by Purchaser the Invesque Parties and its their legal counsel, and agrees that all information relating solely to Purchaser the Invesque Parties included in the Circular must be in a form and content satisfactory to Purchaserapproved in writing by the Invesque Parties, acting reasonably. Corporation The Mohawk Parties shall provide to Purchaser prompt notice and Invesque Parties with final copies of any comments or requests for additional information received from Securities Authorities with respect to any such filings, and shall not communicate with Securities Authorities with respect to any such filings without (a) providing Purchaser and its legal counsel a reasonable opportunity to review and comment on such communication and (b) giving reasonable consideration to any comments made by them. Corporation shall provide Purchaser with a final copy of the Circular prior to its mailing to the ShareholdersREIT Unitholders and Partnership Unitholders.
(4) Purchaser shall provide all necessary information concerning Purchaser that is required by Law to be included by Corporation in the Circular or other related documents to Corporation in writing, and shall ensure that such information does not contain any Misrepresentation.
(5) Each Party shall promptly notify the other Party if it becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as required.
Appears in 1 contract
Sources: Arrangement Agreement
Circular. (1a) Corporation shall, as As promptly as reasonably practicablepracticable after the execution of this Agreement, the Corporation shall prepare and complete, in consultation with PurchaserAcquireco, the Circular together with any other documents required by Law the CBCA, the Securities Act and other applicable Laws in connection with the Meeting and the Arrangement, and the Corporation shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Circular and such other documents documentation required in connection with the Meeting to be filed and sent to each Shareholder and other Person beneficial holder of Shares and filed 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)applicable Laws.
(2b) The Corporation shall ensure that the Circular complies in with all material respects with Lawapplicable Laws and, 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 without limiting the generality of the foregoing, the Corporation shall ensure that the Circular must include: provides Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Meeting. The Corporation covenants that the information to be contained in the Circular or any amendment thereto (i) including any information referred to therein or incorporated therein by reference), other than information furnished to the Corporation by Acquireco, will be complete in all material respects as at the date thereof and will not contain any untrue statement of a copy 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 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 circumstances 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) which they are made. The Corporation shall give Purchaser permit Acquireco and its legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documents, including any drafts documents referred to above in the course 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, its preparation and shall give reasonable consideration to any consider in good faith Acquireco’s 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 reasonably. Corporation shall provide to Purchaser prompt notice and copies of any comments or requests for additional information received from Securities Authorities with respect to any such filings, and shall not communicate with Securities Authorities with respect to any such filings without (a) providing Purchaser and its legal counsel a reasonable opportunity to review and comment on such communication and (b) giving reasonable consideration to any comments made by them. Corporation shall provide Purchaser with a final copy of the Circular prior to its mailing to the Shareholdersthereon.
(4c) Purchaser shall provide Acquireco covenants to furnish to the Corporation, on a timely basis, all necessary information concerning Purchaser requested by the Corporation that is may be required by Law under applicable Laws to be included by Corporation contained in the Circular or other related documents any amendment thereto relating to Corporation in writingAcquireco and the Guarantors, and shall ensure Acquireco covenants that all such information does (including any information referred to therein or incorporated therein by reference) will be complete in all material respects as at the date thereof and will not contain any Misrepresentationuntrue 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.
(5d) Each Party of the Corporation and Acquireco shall promptly notify each other if at any time before the other Party if Effective Time it becomes aware that the Circular contains an untrue statement of a Misrepresentationmaterial fact or omits 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, or that otherwise requires an amendment or supplement. The Parties supplement to the Circular, and the parties shall cooperate co-operate in the preparation of any such amendment or supplement as required or appropriate, and Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as required.
Appears in 1 contract
Circular. (1a) Corporation The Company shall, as promptly as reasonably practicable, prepare and complete, in consultation with the Purchaser, the Circular together with any other documents required by Law in connection with the Meeting and the Arrangement, and Corporation shall, :
(i) as promptly as reasonably practicable after obtaining the Interim Orderdate of this Agreement, prepare and cause to be filed with the SEC a preliminary version of the Circular;
(ii) provide the Purchaser and its legal counsel with reasonable opportunity to review and comment on: (A) the drafts of the Circular before filing the preliminary version of the Circular with the SEC; and (B) any response to comments received from the SEC. The Company shall in good faith consider all comments reasonably and promptly proposed by the Purchaser or its legal counsel in relation to the Circular, and as soon as reasonably practicable, notify the Purchaser and provide copies of any material communications sent to or received from the SEC in relation to the Circular; and
(iii) as soon as reasonably practicable, respond to any comments received from the SEC concerning the Circular and use commercially reasonable efforts to resolve such other documents to be filed and sent to each Shareholder and other Person comments with the SEC as required by the Interim Order and Law, in each case so promptly 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).possible;
(2b) Corporation The Company shall ensure that the Circular complies in all material respects with Lawapplicable Laws, does and, without limiting the generality of the foregoing, that the Circular (including with respect to any information incorporated therein by reference):
(i) will not contain any Misrepresentation misrepresentation (other than, than in each case, case with respect to any information furnished in writing by the Purchaser, its affiliates and their respective Representatives for inclusion ); and
(ii) provides the Affected Securityholders with information in the Circular, as applicable), and provides Shareholders with sufficient information detail to permit them to form a reasoned judgement judgment concerning the matters to be placed before them at the Company Meeting. Without limiting .
(c) All information relating solely to the generality of the foregoing, Purchaser included in the Circular must shall:
(i) be provided by the Purchaser in accordance with Section 2.5(e); and
(ii) be in form and content satisfactory to the Purchaser, acting reasonably.
(d) The Circular will include: :
(i) a copy of the Company Board Fairness Opinion and the Company Independent Committee Fairness Opinion, ;
(ii) a statement that the Company Independent Committee has unanimously determined and the Company Board has received the Fairness Opinionunanimously determined, and that the Board has unanimously, after having received Arrangement is:
(A) fair to the Company Shareholders; and
(B) in the best interests of the Company;
(iii) the unanimous recommendation of the Transaction Committee and advice from its financial advisor and outside legal counsel, determined Company Board that the Arrangement Resolution is in the best interests of Corporation and is fair to the Shareholders and unanimously recommend that Shareholders Affected Securityholders vote in favour of the Arrangement Resolution Resolution;
(iv) the “Board Recommendation”), and rationale for that recommendation; and
(iiiv) a statement that each director Director and senior executive officer of Corporation the Company intends to vote all of such individual’s Shares Affected Securities held by him or her in favour of the Arrangement Resolution pursuant to the Support and Voting AgreementsResolution.
(3e) Corporation shall give The Purchaser will, in a timely manner, furnish the Company with all such information regarding the Purchaser as may reasonably be required to be included in the Circular pursuant to applicable Laws and its legal counsel a reasonable opportunity to review any other documents related thereto.
(f) The Company and comment on drafts the Purchaser will cooperate in the preparation, filing and mailing of the Circular and other related documentsthe Company shall as soon as reasonably practicable after the issuance of the Interim Order, including any drafts of any filings required cause the Circular 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 reasonably. Corporation shall provide to Purchaser prompt notice and copies of any comments or requests for additional information received from Securities Authorities with respect to any such filings, and shall not communicate with Securities Authorities with respect to any such filings without (a) providing Purchaser and its legal counsel a reasonable opportunity to review and comment on such communication and (b) giving reasonable consideration to any comments made by them. Corporation shall provide Purchaser with a final copy of the Circular prior to its mailing sent to the ShareholdersAffected Securityholders in compliance with the abridged timing requirements contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and filed as required by the Interim Order and applicable Laws.
(4g) The Company and the Purchaser shall provide all necessary information concerning Purchaser that is required by Law to be included by Corporation in the Circular or other related documents to Corporation in writing, and shall ensure that such information does not contain any Misrepresentation.
(5) Each Party shall will each promptly notify the other Party if if, at any time before the Effective Date, it becomes aware (in the case of the Company, only with respect to the Company and in the case of the Purchaser only with respect to the Purchaser) that the Circular or any other document referred to in Section 2.5(d):
(i) contains a Misrepresentation, or any misrepresentation; or
(ii) otherwise requires an any amendment or supplement. , and promptly deliver written notice to the other Party setting out full particulars thereof.
(h) The Parties shall Company and the Purchaser will cooperate with each other in the preparation preparation, filing and dissemination of any:
(i) required supplement or amendment to the Circular or such other document, as the case may be; and
(ii) related news release or other document necessary or desirable in connection therewith.
(i) The Company shall keep the Purchaser fully informed, in a timely manner, of any such amendment requests or supplement as required or appropriate, and Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to Shareholders and, if required comments made by the Court Canadian or by LawUnited States securities regulatory authorities, file the same TSX and/or the NYSE American in connection with the Securities Authorities or any other Governmental Entity as requiredCircular.
Appears in 1 contract
Circular. (1a) Corporation shall, as As promptly as reasonably practicablepracticable following execution of this Agreement, the Purchaser shall (i) prepare and complete, in consultation with Purchaserthe Sellers, the Circular together with any other documents required by Law Applicable Securities Laws in connection with the Meeting and the ArrangementTransactions, and Corporation shall, as promptly as reasonably practicable after obtaining the Interim Order, cause (ii) file the Circular and such other documents in all Canadian jurisdictions where the same is required to be filed under applicable Laws, and sent to each Shareholder and other Person (iii) send the Circular as required by the Interim Order and Lawunder Applicable Securities Laws, 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 compliance with Section 2.4(4)Applicable Securities Laws.
(2b) Corporation The Purchaser shall ensure that the Circular complies in all material respects with Lawapplicable Laws, does not contain any Misrepresentation (other than, in each case, with respect to to: (i) any information furnished by Purchaserand relating to the Sellers, its their 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 Circular (including any historical consolidated financial statements of the foregoing, Corporation); and (ii) information derived from the Circular must include: materials described in clause (i) a copy of above (including any pro forma financial statements), if approved in writing by the Fairness OpinionSellers (such exceptions, (ii) a statement that the Board has received the Fairness Opinioncollectively, 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 RecommendationSellers’ Information”), 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.
(3c) Corporation shall give Purchaser Prior to the printing of the Circular, the Sellers and its Sellers’ legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Circular and other documents 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 herebythereto, and shall give reasonable consideration shall be given to any comments made by Purchaser the Sellers and its Sellers’ legal counsel, and agrees provided that all information relating solely Sellers’ Information, the description of the background to Purchaser included in the Circular Transactions and the summary of the terms, conditions and effects of the Transactions must be in a form and content satisfactory to Purchaserthe Sellers, acting reasonably. Corporation shall provide to Purchaser prompt notice and copies of any comments or requests for additional information received from Securities Authorities with respect to any such filings, and shall not communicate with Securities Authorities with respect to any such filings without (a) providing Purchaser and its legal counsel a reasonable opportunity to review and comment on such communication and (b) giving reasonable consideration to any comments made by them. Corporation shall provide Purchaser with a final copy of the Circular prior to its mailing to the Shareholders.
(4d) The Sellers shall promptly provide the Purchaser shall provide with all necessary information concerning Purchaser Sellers’ Information that is required by Law or any Governmental Authorities to be included by Corporation the Purchaser in the Circular or other related documents and use Commercially Reasonable Efforts to Corporation obtain any necessary consents from any of its auditors and any other advisors to the use of any financial, technical or other expert information required to be included in writing, the Circular and to the identification in the Circular of each such advisor and shall ensure that such information all Sellers’ Information does not contain any MisrepresentationMisrepresentation concerning the Sellers, any of its Subsidiaries or the Purchased Shares.
(5e) Each Party shall promptly notify the other Party if it becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and Corporation the Purchaser shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to Shareholders any Person to whom the Circular was required to be mailed under Applicable Securities Laws and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity Authority as required.
Appears in 1 contract
Circular. (1a) Corporation shall, Company shall as promptly as reasonably practicable, practicable prepare and complete, in consultation with PurchaserAcquiror, the Circular together with any other documents required by Law in connection with the Special 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 any other Person as required by the Interim Order and or Law, in each case so as to permit the Special Meeting to be held by the date specified in Section 2.3(1), provided that Purchaser shall have complied with Section 2.4(42.2(a).
(2b) Corporation Company shall ensure that the Circular complies in all material respects with Lawthe Interim Order and applicable Laws, and, without limiting the generality of the foregoing, that the Circular does not contain any Misrepresentation 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, than in each case, case with respect to any information furnished relating to and provided by Purchaser, Acquiror and its affiliates affiliates) and their respective Representatives for inclusion in the Circular, as applicable), and provides shall provide Shareholders with information in sufficient information detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Special Meeting. Without limiting the generality of the foregoingSubject to Sections 7.1 to 7.4, the Circular must include: (i) a copy of will include the Fairness OpinionBoard Recommendation, (ii) and a statement that the Board has received the Fairness Opinion, Significant Shareholder 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 of Company and senior officer of Corporation each Executive intends to vote all of such individual’s director's or Executive's Common Shares (including any Common Shares issued upon the exercise of any Options) in favour of the Arrangement Resolution pursuant Resolution, subject to the Support other terms of this Agreement and Voting the Lock-up Agreements.
(3c) Corporation Acquiror will furnish to Company all such information regarding Acquiror and its affiliates as may be required by Law to be included in the Circular and other documents related thereto, including the information about Acquiror which is required under Item 14.2 of Form 51-102F5 of National Instrument 51-102 - Continuous Disclosure Obligations. Acquiror shall give Purchaser ensure that no such information will include any untrue statement of a material fact or omit to state a material fact required to be stated in the Circular in order to make any information so furnished or any information concerning Acquiror and its affiliates not misleading in light of the circumstances in which it is disclosed (a “Misrepresentation”). Acquiror hereby indemnifies and saves harmless Company and its Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and reasonable expenses to which Company or any of its Representatives may be subject or may suffer as a result of, or arising from, any Misrepresentation or alleged Misrepresentation contained in any information included in the Circular that was provided by Acquiror or its Representatives specifically for inclusion therein, including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Securities Authorities or other Governmental Entity based on such a Misrepresentation or alleged Misrepresentation; provided that the information regarding Acquiror and its affiliates is included in the Circular in the form furnished to Company by Acquiror.
(d) Acquiror and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Circular and other related documents, including any drafts of any filings required prior to be made the Circular being printed and mailed to Shareholders and filed with the Securities Authorities in connection with this Agreement, the Arrangement or any of the other transactions contemplated herebyAuthorities, and shall give reasonable consideration shall be given to any comments made by Purchaser Acquiror and its legal counsel, and agrees provided that all information relating solely to Purchaser Acquiror included in the Circular must shall be in a form and content reasonably satisfactory to PurchaserAcquiror.
(e) Company and Acquiror shall each promptly notify each other if at any time before the Effective Date, acting reasonably. Corporation shall provide to Purchaser prompt notice and copies it becomes aware (in the case of any comments or requests for additional information received from Securities Authorities Company only with respect to any such filings, Company and shall not communicate with Securities Authorities in the case of Acquiror only with respect to any such filings without (aAcquiror) providing Purchaser and its legal counsel a reasonable opportunity to review and comment on such communication and (b) giving reasonable consideration to any comments made by them. Corporation shall provide Purchaser with a final copy of the Circular prior to its mailing to the Shareholders.
(4) Purchaser shall provide all necessary information concerning Purchaser that is required by Law to be included by Corporation in the Circular or other related documents to Corporation in writing, and shall ensure that such information does not contain any Misrepresentation.
(5) Each Party shall promptly notify the other Party if it becomes aware that the Circular contains an untrue statement of a Misrepresentationmaterial fact or omits 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, or that otherwise requires an amendment or supplement. The supplement to the Circular, and the Parties shall cooperate co-operate in the preparation of any such amendment or supplement to the Circular, as required or appropriate, and Corporation Company shall promptly mail, file mail or otherwise publicly disseminate any such amendment or supplement to the Circular to Shareholders and, if required by the Court or by Lawapplicable Laws, file the same with the Securities Authorities or any other Governmental Entity and as otherwise required.
Appears in 1 contract
Circular. (1a) Corporation shallSubject to the Purchaser complying with Section 2.5(c), as promptly as reasonably practicable, prepare and completethe Company will, in consultation with the Purchaser:
(i) as soon as reasonably practicable after the execution of this Agreement, promptly prepare the Circular together with any other documents required by Law the BCBCA or any other applicable Laws in connection with the Meeting and approval of the Arrangement, and Corporation shall, Arrangement Resolution by the Affected Securityholders at the Company Meeting; and
(ii) as promptly soon as reasonably practicable after obtaining the issuance of the Interim Order, cause the Circular and such other documents to be filed and sent to each Shareholder the Affected Securityholders in compliance with the abridged timing requirements contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and other Person filed 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)applicable Laws.
(2b) Corporation The Company shall ensure that the Circular complies in all material respects with Lawapplicable Laws, does and, without limiting the generality of the foregoing, that the Circular (including with respect to any information incorporated therein by reference):
(i) will not contain any Misrepresentation misrepresentation (other than, than in each case, case with respect to any information furnished in writing by the Purchaser, its affiliates and their respective Representatives for inclusion ); and
(ii) provides the Affected Securityholders with information in the Circular, as applicable), and provides Shareholders with sufficient information detail to permit them to form a reasoned judgement judgment concerning the matters to be placed before them at the Company Meeting. Without limiting .
(c) The Company and the generality Purchaser will cooperate in the preparation, filing and mailing of the foregoingCircular and the Purchaser will, in a timely manner, furnish the Company with all such information regarding the Purchaser as may reasonably be required to be included in the Circular pursuant to applicable Laws and any other documents related thereto. The Purchaser will ensure all such information will not contain any misrepresentations.
(d) Prior to filing the Circular with applicable Governmental Authorities and printing and mailing the Circular to the Affected Securityholders, the Circular must include: Company will:
(i) a copy of provide the Fairness Opinion, (ii) a statement that the Board has received the Fairness Opinion, Purchaser 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 counsel 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 with a reasonable opportunity to review and comment on drafts of the Circular and other documents 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 thereto; and
(ii) give reasonable consideration to any comments made by Purchaser and its legal counsel, and agrees that all such comments.
(e) All information relating solely to the Purchaser included in the Circular must shall:
(i) be provided by the Purchaser in accordance with Section 2.5(c); and
(ii) be in a form and content satisfactory to the Purchaser, acting reasonably. Corporation shall provide to Purchaser prompt notice and copies of any comments or requests for additional information received from Securities Authorities with respect to any such filings, and shall not communicate with Securities Authorities with respect to any such filings without .
(af) providing Purchaser and its legal counsel The Circular will include:
(i) a reasonable opportunity to review and comment on such communication and (b) giving reasonable consideration to any comments made by them. Corporation shall provide Purchaser with a final copy of the Circular prior to its mailing Company Board Fairness Opinion and the Company Special Committee Fairness Opinion;
(ii) a statement that the Company Special Committee has unanimously determined and the Company Board has unanimously determined, that the Arrangement is:
(A) fair to the Company Shareholders.; and
(4B) Purchaser shall provide all necessary information concerning Purchaser that is required by Law to be included by Corporation in the Circular or other related documents best interests of the Company;
(iii) the unanimous recommendation of the Company Board that the Affected Securityholders vote in favour of the Arrangement Resolution;
(iv) the rationale for that recommendation; and
(v) a statement that each Director and Company Senior Management has signed a Support Agreement pursuant to Corporation in writingwhich, and shall ensure that such information does not contain any Misrepresentation.subject to the terms thereof, they have agreed to vote all Affected Securities held by him in favour of the Arrangement Resolution
(5g) Each Party shall The Company and the Purchaser will each promptly notify the other Party if if, at any time before the Effective Date, it becomes aware (in the case of the Company, only with respect to the Company and in the case of the Purchaser only with respect to the Purchaser) that the Circular or any other document referred to in Section 2.5(f):
(i) contains a Misrepresentation, or any misrepresentation; or
(ii) otherwise requires an any amendment or supplement. , and promptly deliver written notice to the other Party setting out full particulars thereof.
(h) The Parties shall Company and the Purchaser will cooperate with each other in the preparation preparation, filing and dissemination of any:
(i) required supplement or amendment to the Circular or such other document, as the case may be; and
(ii) related news release or other document necessary or desirable in connection therewith.
(i) The Company shall keep the Purchaser fully informed, in a timely manner, of any such amendment requests or supplement as required or appropriate, and Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to Shareholders and, if required comments made by the Court or by Law, file Canadian regulatory authorities and/or the same TSX in connection with the Securities Authorities or any other Governmental Entity as requiredCircular.
Appears in 1 contract
Circular. (1a) Corporation shall, as promptly as reasonably practicable, Company shall prepare the Company Circular (including supplements or amendments thereto) 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 Company Circular and such other documents (including supplements or amendments thereto) to be filed and sent to each Shareholder and other Person as required by distributed in accordance with applicable Law. In preparing 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 Company Circular, as applicable), and provides Shareholders Company shall provide Parent 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 Company Circular and and, other related documentsthan with respect to the Parent Information for which Parent shall be solely responsible, including any drafts of any filings required to be made to Securities Authorities in connection with this AgreementCompany shall consider all such comments, the Arrangement provided that whether or any of the other transactions contemplated hereby, and shall give reasonable consideration to not any comments made are accepted or deemed appropriate shall be determined by Purchaser and Company in 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 Purchaserdiscretion, acting reasonably. Corporation In a timely and expeditious manner so as to permit Company to comply with its obligations in Section 2.1(a) and Section 2.1(b), Parent shall provide promptly furnish to Purchaser prompt notice Company all Parent Information. Each of Company and copies of any comments or requests for additional information received from Securities Authorities with respect to any such filings, and shall not communicate with Securities Authorities with respect to any such filings without (a) providing Purchaser and its legal counsel a reasonable opportunity to review and comment on such communication and (b) giving reasonable consideration to any comments made by them. Corporation shall provide Purchaser with a final copy of the Circular prior to its mailing to the Shareholders.Parent shall:
(4i) Purchaser shall provide ensure that all necessary information concerning Purchaser provided by it or on its behalf that is required by Law to be included by Corporation contained in the Company Circular or other related documents to Corporation in writing, and shall ensure that such information does not contain any Misrepresentation.misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated in the Company Circular that is necessary to make any statement that it contains not misleading in light of the circumstances in which it is made; and
(5ii) Each Party shall promptly notify the other Party if if, at any time before the Effective Time, it becomes aware that the Circular Company Circular, any document delivered to the Court in connection with the application for the Interim Order or Final Order or delivered to Shareholders in connection with the Special Meeting or any other document contemplated by Section 2.1 contains a Misrepresentation, misrepresentation or an untrue statement of material fact or omits to state a material fact required to be stated in those documents that is necessary to make any statement it contains not misleading in light of the circumstances in which it is made or that otherwise requires an amendment or supplement. The Parties shall a supplement to those documents; and in any such event, Company and Parent will reasonably cooperate with each other in the preparation preparation, filing and dissemination of any required supplement or amendment to the Circular or such amendment or supplement other document, as required or appropriatethe case may be, and Corporation shall promptly mail, file any related news release or otherwise publicly disseminate other document necessary or desirable in connection therewith.
(b) Parent represents and warrants that Parent Information does not and will not contain any untrue statement or omit to state a material fact necessary to make any such amendment statement or supplement material fact, in light of the circumstances in which it was made, not misleading (the "Parent Information Representation"). Parent shall indemnify and hold harmless each of the Indemnified Persons to Shareholders andthe extent of a breach of the Parent Information Representation.
(c) Company will advise Parent as Parent may reasonably request, if required and on a daily basis commencing 5 Business Days prior to the Special Meeting, as to the aggregate tally of the proxies and votes received in respect of the Special Meeting.
(d) Company will promptly provide Parent with any notice relating to the Special Meeting and allow Representatives of the Buyer and Parent to attend the Special Meeting.
(e) Company represents and warrants as of the date hereof, that, after due inquiry, it has been advised that, each of the directors of Company intends to vote all Common Shares held by each of them, or that may hereafter be acquired by each of them, in support of the Court or by Law, file Arrangement at the same with the Securities Authorities or any other Governmental Entity as requiredSpecial Meeting.
Appears in 1 contract
Circular. (1a) Corporation shallSubject to the Purchaser complying with Section 2.5(c), as promptly as reasonably practicable, prepare and completethe Company will, in consultation with the Purchaser:
(i) as soon as reasonably practicable after the execution of this Agreement, promptly prepare the Circular together with any other documents required by Law the BCBCA or any other applicable Laws in connection with the Meeting and approval of the Arrangement, and Corporation shall, Arrangement Resolution by the Company Shareholders at the Company Meeting; and
(ii) as promptly soon as reasonably practicable after obtaining the issuance of the Interim Order, cause the Circular and such other documents to be filed and sent to each Shareholder the Company Shareholders in compliance with the abridged timing requirements contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and other Person filed 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)applicable Laws.
(2b) Corporation The Company shall ensure that the Circular complies in all material respects with Lawapplicable Laws, does and, without limiting the generality of the foregoing, that the Circular (including with respect to any information incorporated therein by reference):
(i) will not contain any Misrepresentation misrepresentation (other than, than in each case, case with respect to any information furnished in writing by the Purchaser, its affiliates and their respective Representatives for inclusion in ); and
(ii) provides the Circular, as applicable), and provides Company Shareholders with information in sufficient information detail to permit them to form a reasoned judgement judgment concerning the matters to be placed before them at the Company Meeting. Without limiting .
(c) The Company and the generality Purchaser will cooperate in the preparation, filing and mailing of the foregoingCircular and the Purchaser will, in a timely manner, furnish the Company with all such information regarding the Purchaser as may reasonably be required to be included in the Circular pursuant to applicable Laws and any other documents related thereto. The Purchaser will ensure all such information will not contain any misrepresentations.
(d) Prior to filing the Circular with applicable Governmental Authorities and printing and mailing the Circular to the Company Shareholders, the Circular must include: Company will:
(i) a copy of provide the Fairness Opinion, (ii) a statement that the Board has received the Fairness Opinion, Purchaser 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 counsel 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 with a reasonable opportunity to review and comment on drafts of the Circular and other documents 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 thereto; and
(ii) give reasonable consideration to any comments made by Purchaser and its legal counsel, and agrees that all such comments.
(e) All information relating solely to the Purchaser included in the Circular must shall:
(i) be provided by the Purchaser in accordance with Section 2.5(c); and
(ii) be in a form and content satisfactory to the Purchaser, acting reasonably. Corporation shall provide to Purchaser prompt notice and copies of any comments or requests for additional information received from Securities Authorities with respect to any such filings, and shall not communicate with Securities Authorities with respect to any such filings without .
(af) providing Purchaser and its legal counsel The Circular will include:
(i) a reasonable opportunity to review and comment on such communication and (b) giving reasonable consideration to any comments made by them. Corporation shall provide Purchaser with a final copy of the Circular prior to its mailing Company Board Fairness Opinion;
(ii) a statement that the Company Board has unanimously determined (with only an interested director abstaining), that the Arrangement is:
(A) fair to the Company Shareholders.; and
(4B) Purchaser shall provide all necessary information concerning Purchaser that is required by Law to be included by Corporation in the Circular or other related documents best interests of the Company;
(iii) the unanimous recommendation of the Company Board (with only an interested director abstaining) that the Company Shareholders vote in favour of the Arrangement Resolution;
(iv) the rationale for that recommendation; and
(v) a statement that each Director and Company Senior Management has signed a Support Agreement pursuant to Corporation in writingwhich, and shall ensure that such information does not contain any Misrepresentation.subject to the terms thereof, they have agreed to vote all Company Shares held by him in favour of the Arrangement Resolution, to the extent permitted by applicable Laws;
(5g) Each Party shall The Company and the Purchaser will each promptly notify the other Party if if, at any time before the Effective Date, it becomes aware (in the case of the Company, only with respect to the Company and in the case of the Purchaser only with respect to the Purchaser) that the Circular or any other document referred to in Section 2.5(f):
(i) contains a Misrepresentation, or any misrepresentation; or
(ii) otherwise requires an any amendment or supplement. , and promptly deliver written notice to the other Party setting out full particulars thereof.
(h) The Parties shall Company and the Purchaser will cooperate with each other in the preparation preparation, filing and dissemination of any:
(i) required supplement or amendment to the Circular or such other document, as the case may be; and
(ii) related news release or other document necessary or desirable in connection therewith.
(i) The Company shall keep the Purchaser fully informed, in a timely manner, of any such amendment requests or supplement as required or appropriate, and Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to Shareholders and, if required comments made by the Court or by Law, file Canadian regulatory authorities and/or the same TSXV in connection with the Securities Authorities or any other Governmental Entity as requiredCircular.
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