Common use of Circular Clause in Contracts

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

Circular. (1a) The Company shall as As promptly as reasonably practicable after the execution and delivery of this Agreement, the Corporation shall prepare and completecomplete the Circular, in consultation with the Acquiror, 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 Special Meeting Meeting. The Corporation shall provide Purchaser and its representatives with a reasonable opportunity to review and comment on the Circular and any other relevant documentation and will incorporate therein all reasonable comments made by them. (b) As promptly as reasonably practicable thereafter (but in any event no later than 15 Business Days after the execution and delivery of this Agreement), but subject to the Purchaser complying with Section 2.3(d), the Corporation shall cause the Circular and such other documents documentation required in connection with the Meeting to be mailed to the Shareholders and filed and sent to each Shareholder and any other Person as required by applicable Laws and in accordance with the Interim Order or LawOrder, in each case so as and shall take all measures necessary to permit abridge the Special Meeting time period contemplated by National Instrument 54-101 — Communication with Beneficial Owners of Securities of a Reporting Issuer pursuant to be held by the date specified in Section 2.2(1)2.20 thereof. (2c) The Company shall Corporation will ensure that the Circular complies in with all material respects with the Interim Order and applicable Laws, and, without . Without limiting the generality of the foregoing, the Corporation will ensure that the Circular (i) does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made Misrepresentation (other than in each case with respect to any information relating to furnished by or on behalf of the Purchaser or Newco), (ii) complies with National Instrument 51-102 — Continuous Disclosure Requirements and provided by the AcquirorForm 51-102F5 thereunder, the Acquiror Parent and their affiliates(iii) and shall provide provides Shareholders with information in sufficient detail to permit them to form a reasoned judgement judgment concerning the matters to be placed before them at the Special Meeting. Subject to Sections 6.1 to 6.4, the The Circular will also include the Board Recommendation, and a statement that each director and officer recommendation of the Company intends to Board that the Shareholders vote all of such director's or officer's Common Shares (including any Common Shares issued upon the exercise of any Options) in favour of the Arrangement ResolutionResolution (unless such recommendation has been withdrawn, subject modified or amended in accordance with this Agreement) and a copy of the fairness opinion referred to the other terms of this Agreement and the D&O Support and Voting Agreementsin Section 3.1(c). (3d) The Acquiror Purchaser will, in a timely and expeditious manner, furnish the Acquiror Parent shall provide Corporation with all necessary such information concerning regarding the Acquiror Purchaser and the Acquiror Parent that is its affiliates, including Newco, as may reasonably be required by Law pursuant to applicable Laws to be included by the Company in the Circular or other related documents to be filed with Governmental Entities or delivered to Shareholders in connection with the transactions contemplated herein. If requested by the Corporation, the Purchaser will provide to the Company Corporation a certificate of the Purchaser, signed by a senior officer of the Purchaser, certifying that the information relating to Purchaser and its affiliates, including Newco, contained in writing, and shall ensure that such information the Circular does not contain any Misrepresentation. (4e) The Acquiror and its legal counsel shall be given a reasonable opportunity to review and comment on the Circular and related documents, prior to the Circular being printed and mailed to Shareholders and filed with the Securities Authorities, and reasonable consideration shall be given to any comments made by the Acquiror and its counsel, provided that all information relating to the Acquiror Purchaser and the Acquiror Parent included in the Circular shall be in form and content reasonably satisfactory to the Acquiror. (5) The Company and the Acquiror Corporation shall each promptly notify each other if if, at any time before the Effective DateTime, it becomes aware (in the case of the Company only with respect to the Company and in the case of the Acquiror only with respect to the Acquiror or the Acquiror Parent) that the Circular contains an untrue statement of a material 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 madeany Misrepresentation, or that otherwise requires an amendment or supplement to the CircularCircular is otherwise required under applicable Laws. In any such event, and the Parties shall co-operate cooperate in the preparation of any a supplement or amendment or supplement to the Circular, and shall cause the same to be mailed to the Shareholders and filed as required or appropriate, and the Company shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Circular to Shareholders and, if required by the Court or applicable Laws, file the same with the Securities Authorities and as otherwise required.

Circular. (1) The Subject to the Purchaser’s compliance with Section 2.4(4), the Company shall shall, (i) as promptly as reasonably practicable after the date of this Agreement, prepare and complete, in consultation with the Acquiror, complete the Circular together with any other documents required by Law in connection with the Special Meeting and the Arrangement, and (ii), as promptly as reasonably practicable after obtaining the Interim Order, cause the Circular and such other documents to be filed with the applicable Securities Authorities and sent to each Shareholder and any other Person Persons as required by the Interim Order or and Law. Notwithstanding anything to the contrary stated above, prior to filing the filings referred to above (or, in each case so as case, any amendment or supplement thereto) or responding to permit any comments of the Special Meeting Securities Authorities with respect thereto, the party responsible for filing such document shall consult with the other party and provide the other party an opportunity to review and comment on such document or response. The Company shall cause the Circular and such other documents to be held filed with the applicable Securities Authorities and sent to each Shareholder and other Persons as required by the date specified in Section 2.2(1)Interim Order and Law. (2) The On the date of mailing thereof, the Company shall ensure that the Circular complies in all material respects with the Interim Order and applicable LawsLaw, and, without limiting the generality of the foregoing, that the Circular does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made Misrepresentation (other than in each case with respect to any information relating with respect to the Purchaser and provided the Parent or their respective affiliates that is furnished by or on behalf of the AcquirorPurchaser or the Parent or their affiliates for inclusion in the Circular, for which the Acquiror Parent and their affiliatesCompany shall not be responsible) and shall provide provides the Shareholders with sufficient information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Special Meeting. Subject to Sections 6.1 to 6.4Without limiting the generality of the foregoing, the Circular will include must include: (a) a summary and a copy of the Board RecommendationFairness Opinions, and (b) unless a Change in Recommendation has been made in accordance with this Agreement, a statement that each director the Special Committee has received the Fairness Opinions and officer of has, after receiving advice from its financial advisor and outside legal counsel, unanimously recommended that the Company intends to Board approve the Arrangement and recommend that the Shareholders vote all of such director's or officer's Common Shares (including any Common Shares issued upon the exercise of any Options) in favour of the Arrangement Resolution, subject (c) unless a Change in Recommendation has been made in accordance with this Agreement, a statement that the Board has received the Fairness Opinions and has, after receiving advice from its financial advisor and outside legal counsel and the unanimous recommendation of the Special Committee, unanimously determined that the Arrangement Resolution is in the best interests of the Company and is fair to the other terms Shareholders and that the Board unanimously recommends that the Shareholders vote in favour of this Agreement and the Arrangement Resolution (the “Board Recommendation”), (d) a copy of the Interim Order, (e) a statement that each of the Locked-Up Shareholders has entered into a D&O Support and Voting AgreementsAgreement pursuant to which, subject to the terms thereof, such Locked-Up Shareholder has agreed to vote all of his, her or its Shares in favour of the Arrangement Resolution, and (f) the text of the Arrangement Resolution. (3) The Acquiror Company shall give the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on drafts of the Acquiror Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser or the Parent and its outside legal counsel, and agrees that all information relating solely to the Purchaser or the Parent that is furnished in writing by or on behalf of the Purchaser or the Parent for inclusion in the Circular or other related documents must be in a form and content satisfactory to the Purchaser, acting reasonably. (4) The Purchaser shall provide provide, on a timely basis, in writing to the Company all necessary information concerning the Acquiror Purchaser and the Acquiror Parent Parent, as applicable, that is required by Law to be included by the Company in the Circular or other related documents to the Company in writing, and shall ensure that such information does not contain any Misrepresentation. (4) The Acquiror . Notwithstanding the foregoing and its legal counsel shall be given a reasonable opportunity to review and comment on for the Circular and related documentsavoidance of doubt, prior to the Circular being printed and mailed to Shareholders and filed with the Securities Authorities, and reasonable consideration shall be given to any comments no covenant is made by the Acquiror and its counselCompany with respect to any of the information supplied in writing by or on behalf of the Purchaser, provided that all information relating to the Acquiror and the Acquiror Parent included or any of their affiliates for inclusion or incorporation by reference in the Circular shall be in form and content reasonably satisfactory to the AcquirorCircular. (5) The Purchaser hereby indemnifies and saves harmless the Company, its Subsidiaries and their respective Representatives (and for the purposes hereof, the Purchaser acknowledges and agrees that the Company is contracting as agent and trustee for and on behalf of such Subsidiaries and Representatives) from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Acquiror Company, any Subsidiary of the Company or any of their respective 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 or other related documents that was provided by the Purchaser and its Representatives in writing for inclusion in the Circular or other related documents, including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Securities Authority or other Governmental Entity based on such a Misrepresentation or alleged Misrepresentation. (6) Each Party shall each promptly notify each the other Parties 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 Acquiror only with respect to the Acquiror or the Acquiror Parent) that the Circular or any related document contains an untrue statement of a material 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 madeMisrepresentation, or that otherwise requires an amendment or supplement to the Circular, and the supplement. The Parties shall co-operate cooperate in the preparation of any such amendment or supplement to the Circularsupplement, or such other document and any related news release as required or appropriate, and the Company shall promptly mail mail, file or otherwise publicly disseminate any such amendment or supplement to the Circular to Shareholders and, if required by the Court or applicable Lawsby Law, file the same with the Securities Authorities and as otherwise requiredor any other Governmental Entity.

Circular. (1) The Company Corporation shall as promptly as practicable prepare and complete, in consultation with the AcquirorPurchaser, the Circular together with any other documents required by Law in connection with the Special Meeting and the Arrangement, and Corporation shall, promptly 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 or and Law, in each case so as to permit the Special Meeting to be held by the date specified in Section 2.2(12.3(a). (2) The Company Corporation shall ensure that the Circular complies in all material respects with the Interim Order and applicable LawsLaw, and, without limiting the generality of the foregoing, that the Circular does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than in each case with respect to any information relating to Misrepresentation and provided by the Acquiror, the Acquiror Parent and their affiliates) and shall provide provides Shareholders with sufficient information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Special Meeting. Subject to Sections 6.1 to 6.4Without limiting the generality of the foregoing, the Circular will include must include: (i) a copy of the Opinion received by the Board, (ii) a statement that the Board and the Special Committee have unanimously 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"), (iii) a description of the factors considered, including consultation in the evaluation of the Arrangement with legal and financial advisors, by the Special Committee and the Board in connection with such determination and recommendation and (iv) a statement that each director and executive officer of the Company Corporation intends to vote all of such director's or officerindividual's Common Shares (including any Common Shares issued upon the exercise of any Options) in favour of the Arrangement Resolution, subject to Resolution and against any resolution submitted by any Shareholder that is inconsistent with the other terms of this Agreement and the D&O Support and Voting AgreementsArrangement. (3) The Acquiror Corporation shall give Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Acquiror Parent Circular and other related documents, and shall give reasonable consideration to any comments made by Purchaser and its 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. (4) Purchaser shall provide all necessary information concerning the Acquiror and the Acquiror Parent Purchaser that is required by Law to be included by the Company Corporation in the Circular or other related documents to the Company Corporation in writing, and shall use its commercially reasonable efforts to ensure that such information does not contain any Misrepresentation. (45) The Acquiror Purchaser hereby indemnifies and saves harmless Corporation, its legal counsel shall Subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which Corporation, any Subsidiary or any of their respective Representatives may be given subject or may suffer as a reasonable opportunity to review and comment on the Circular and related documentsresult of, prior to the Circular being printed and mailed to Shareholders and filed with the Securities Authoritiesor arising from, and reasonable consideration shall be given to any comments made by the Acquiror and its counsel, provided that all Misrepresentation or alleged Misrepresentation contained in any information relating to the Acquiror and the Acquiror Parent included in the Circular shall be that was provided by Purchaser or its Representatives for inclusion in form and content reasonably satisfactory to the AcquirorCircular, including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Securities Authority or other Governmental Entity based on such a Misrepresentation or alleged Misrepresentation. (56) The Company and the Acquiror Each Party shall each promptly notify each the other Parties 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 Acquiror only with respect to the Acquiror or the Acquiror Parent) that the Circular contains an untrue statement of a material 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 madeMisrepresentation, or that otherwise requires an amendment or supplement to the Circular, and the supplement. The Parties shall co-operate cooperate in the preparation of any such amendment or supplement to the Circular, as required or appropriate, and the Company Corporation shall promptly mail mail, file or otherwise publicly disseminate any such amendment or supplement to the Circular to Shareholders and, if required by the Court or applicable Lawsby Law, file the same with the Securities Authorities and or any other Governmental Entity as otherwise required.

Circular. (1) The Company shall Corporation shall, as promptly as practicable reasonably practicable, prepare and complete, in consultation with the AcquirorPurchaser, 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 or and Law, in each case so as to permit the Special Meeting to be held by the date specified in Section 2.2(12.3(1), provided that Purchaser shall have complied with Section 2.4(4). (2) The Company Corporation shall ensure that the Circular complies in all material respects with the Interim Order and applicable LawsLaw, and, without limiting the generality of the foregoing, that the Circular does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made Misrepresentation (other than than, in each case case, with respect to any information relating to and provided furnished by the AcquirorPurchaser, the Acquiror Parent its affiliates and their affiliates) respective Representatives for inclusion in the Circular, as applicable), and shall provide provides Shareholders with sufficient information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Special Meeting. Subject to Sections 6.1 to 6.4Without limiting the generality of the foregoing, the Circular will include must include: (i) a copy of the Fairness Opinion, (ii) a statement that the Board Recommendationhas 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 the Company Corporation intends to vote all of such directorindividual's or officer's Common Shares (including any Common Shares issued upon the exercise of any Options) in favour of the Arrangement Resolution, subject Resolution pursuant to the other terms of this Agreement and the D&O Support and Voting Agreements. (3) The Acquiror Corporation shall give Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Acquiror Parent Circular and other related documents including any drafts of any filings required to be made to the SEC 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 the SEC or its staff with respect to any such filings, and shall not communicate with the SEC or its staff 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. (4) Purchaser shall provide all necessary information concerning the Acquiror and the Acquiror Parent Purchaser that is required by Law to be included by the Company Corporation in the Circular or other related documents to the Company Corporation in writing, and shall ensure that such information does not contain any Misrepresentation. (4) The Acquiror and its legal counsel shall be given a reasonable opportunity to review and comment on the Circular and related documents, prior to the Circular being printed and mailed to Shareholders and filed with the Securities Authorities, and reasonable consideration shall be given to any comments made by the Acquiror and its counsel, provided that all information relating to the Acquiror and the Acquiror Parent included in the Circular shall be in form and content reasonably satisfactory to the Acquiror. (5) The Company and the Acquiror Each Party shall each promptly notify each 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 Acquiror only with respect to the Acquiror or the Acquiror Parent) that the Circular contains an untrue statement of a material 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 madeMisrepresentation, or that otherwise requires an amendment or supplement to the Circular, and the supplement. The Parties shall co-operate cooperate in the preparation of any such amendment or supplement to the Circular, as required or appropriate, and the Company Corporation shall promptly mail mail, file or otherwise publicly disseminate any such amendment or supplement to the Circular to Shareholders and, if required by the Court or applicable Lawsby Law, file the same with the Securities Authorities and or any other Governmental Entity as otherwise required.