Common use of Circular Clause in Contracts

Circular. (a) As promptly as reasonably practicable following execution of this Agreement with a targeted date on or before August 31, 2018, each of the Parties shall furnish all information regarding such Party and its Subsidiaries as may be required to be included in the Circular under applicable Law, SVT and Nevada Holdco shall work together to prepare the Circular together with any other documents required by applicable Laws, and SVT and Nevada Holdco shall (i) file the Circular in all jurisdictions where the same is required to be filed, and (ii) mail the Circular as required in accordance with all applicable Laws and the Interim Order. The Circular shall include statements that (A) each director and executive officer of B▇▇▇▇, Briteside and Sea Hunter intends to vote all of such Person’s Nevada Holdco Class A Shares (including any Nevada Holdco Class A Shares issued on exercise of any B▇▇▇▇ Options, B▇▇▇▇ SAFEs, Briteside Options, Briteside Warrants or Sea Hunter Options), in favour of the Nevada Holdco Continuance Resolution, the Nevada Holdco Business Combination Resolution, and the Resulting Issuer Equity Incentive Plan, subject to the terms of this Agreement, the B▇▇▇▇ Shareholders Voting Agreements, the Briteside Members Voting Agreements, and the Sea Hunter Voting Agreement; and (B) each director and executive officer of SVT intends to vote all of such Person’s SVT Shares (including any SVT Shares issued upon the exercise of any SVT Options or SVT Warrants) in favour of the SVT Continuance Resolution and SVT Component of the Business Combination Resolution, subject to the other terms of this Agreement and the SVT Shareholder Voting Agreements. On the date of mailing thereof, the Circular shall comply in all material respects with all applicable Laws and the Interim Order and shall contain sufficient detail to permit the Nevada Holdco Shareholders and the SVT Shareholders to form a reasoned judgement concerning the matters to be placed before them at the Nevada Holdco Meeting and the SVT Meeting, respectively. (b) In the event that any Transacting Party provides a notice to the other Transacting Parties regarding a possible Acquisition Proposal pursuant to Sections 4.1(c), 4.2(c), 4.3(c), or 4.4(c), as the case may be, prior to the mailing of the Circular, then unless the Transacting Parties agree otherwise, the Mailing Deadline will be extended until the date that is seven (7) days following the earlier of either (i) written notification from the Transacting Party providing the aforementioned notice to the other Transacting Parties, that its board of directors has determined that the Acquisition Proposal is not a Superior Proposal, (ii) the date on which the Transacting Parties collectively enter into an amended agreement pursuant to Sections 4.1(f), 4.2(f), 4.3(f), or 4.4(f), as the case may be, which results in the Acquisition Proposal in question not being a Superior Proposal, or (iii) if a Superior Proposal is accepted by a Transacting Party the date of which the remaining Transacting Parties collectively enter into an amended agreement to proceed with the Business Combination, on amended terms, as the case may be. In the event that the Mailing Deadline is so extended, the Meeting Deadline and the Outside Date shall be extended by the same number of days as the Mailing Deadline has been extended. (c) Each of the Parties shall ensure that the information furnished by such Party that is reasonably required to be included in the Circular under applicable Law complies in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, that such information that is included in the Circular will not contain any misrepresentation. (d) If required by applicable Laws to produce IFRS reconciliations of their U.S. GAAP financial statements for the Circular, B▇▇▇▇, Briteside and Sea Hunter will use commercially reasonable efforts to produce such reconciliations as promptly as practicable. (e) Subject to Sections 4.2, 4.3 and 4.4, SVT shall cause Nevada Holdco to: (i) solicit proxies in favour of the Nevada Holdco Continuance Resolution and the Nevada Holdco Business Combination Resolution, and the approval of the Resulting Issuer Equity Incentive Plan, and against any resolution submitted by any other Nevada Holdco Shareholder, and take all other actions that are reasonably necessary or desirable to seek such approvals; (ii) recommend to Nevada Holdco Shareholders that they vote in favour of the Nevada Holdco Continuance Resolution, the Nevada Holdco Business Combination Resolution, the Resulting Issuer Equity Incentive Plan; and (iii) not make a Nevada Holdco Change in Recommendation. (f) Subject to Section 4.1, SVT shall (i) solicit proxies in favour of the SVT Continuance Resolution and SVT Component of the Business Combination Resolution, and against any resolution submitted by any other SVT Shareholder, and take all other actions that are reasonably necessary or desirable to seek such approvals, (ii) unanimously recommend to SVT Shareholders that they vote in favour of the SVT Continuance and SVT Component of the Business Combination Resolution, and (iii) not make an SVT Change in Recommendation for B▇▇▇▇, SVT Change in Recommendation for Briteside, or SVT Change in Recommendation for Sea Hunter. (g) The Parties shall each also use 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 of the Parties and its advisors shall be given a reasonable opportunity to review and comment on the Circular prior to the Circular being printed and filed with the applicable Governmental Entities, and any reasonable comments of the Parties and their respective advisors shall be incorporated therein. The Parties shall each use their commercially reasonable efforts to agree upon the final form of the Circular. SVT shall provide B▇▇▇▇, Briteside, Sea Hunter, and F▇▇▇▇ with final copies of the Circular prior to mailing the Circular to the SVT Shareholders and Nevada Holdco Shareholders. (i) The Parties shall each promptly notify the other Parties if at any time before the Effective Date, it becomes aware that the Circular contains a misrepresentation about itself, or that otherwise requires an amendment or supplement to the Circular and the Parties shall cooperate in the preparation of any amendment or supplement to the Circular as required or appropriate, and SVT shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Circular to SVT Shareholders and Nevada Holdco Shareholders, and, if required by the Court or applicable Laws, file the same with any Governmental Entity and as otherwise required.

Circular. ‌ (a) As Gamesquare and Magnolia shall use all commercially reasonable efforts to prepare, as promptly as reasonably practicable following execution after the date of this Agreement with a targeted date on or before August 31Agreement, 2018the Circular, each of the Parties shall furnish all information regarding such Party and its Subsidiaries as may be required to be included in the Circular under applicable Law, SVT and Nevada Holdco shall work together to prepare the Circular together with any other documents required by applicable Laws, and SVT and Nevada Holdco shall (i) file the Circular in all jurisdictions where the same is required to be filed, and (ii) mail the Circular as required in accordance with all applicable under Canadian Securities Laws and the Interim Order. The Circular shall include statements that (A) each director TSXV and executive officer of B▇▇▇▇, Briteside and Sea Hunter intends to vote all of such Person’s Nevada Holdco Class A Shares (including any Nevada Holdco Class A Shares issued on exercise of any B▇▇▇▇ Options, B▇▇▇▇ SAFEs, Briteside Options, Briteside Warrants or Sea Hunter Options), CSE in favour of connection with the Nevada Holdco Continuance Resolution, the Nevada Holdco Business Combination Resolution, and the Resulting Issuer Equity Incentive Plan, subject to the terms of this Agreement, the B▇▇▇▇ Shareholders Voting Agreements, the Briteside Members Voting Agreements, and the Sea Hunter Voting Agreement; and (B) each director and executive officer of SVT intends to vote all of such Person’s SVT Shares (including any SVT Shares issued upon the exercise of any SVT Options or SVT Warrants) in favour of the SVT Continuance Resolution and SVT Component of the Business Combination Resolution, subject to the other terms of this Agreement and the SVT Shareholder Voting Agreements. On the date of mailing thereof, the Circular shall comply in all material respects with all applicable Laws and the Interim Order and shall contain sufficient detail to permit the Nevada Holdco Shareholders and the SVT Shareholders to form a reasoned judgement concerning the matters to be placed before them at the Nevada Holdco Magnolia Meeting and the SVT Gamesquare Meeting, respectively. (b) In As soon as practicable after the event that any Transacting Party provides a notice date hereof, Gamesquare shall call and hold the Gamesquare Meeting and Magnolia shall call and hold the Magnolia Meeting and Gamesquare and Magnolia shall deliver the Circular and all other documentation required in connection with the Gamesquare Meeting and the Magnolia Meeting to the other Transacting Parties regarding a possible Acquisition Proposal pursuant to Sections 4.1(c)Gamesquare Shareholders and the Magnolia Shareholders, 4.2(c), 4.3(c), or 4.4(c), as respectively. The Gamesquare Meeting and the case may be, prior to Magnolia Meeting shall be held at the earliest practicable date following the mailing of the Circular, then unless the Transacting Parties agree otherwise, the Mailing Deadline will be extended until the date that is seven (7) days following the earlier of either (i) written notification from the Transacting Party providing the aforementioned notice to the other Transacting Parties, that its board of directors has determined that the Acquisition Proposal is not a Superior Proposal, (ii) the date on which the Transacting Parties collectively enter into an amended agreement pursuant to Sections 4.1(f), 4.2(f), 4.3(f), or 4.4(f), as the case may be, which results in the Acquisition Proposal in question not being a Superior Proposal, or (iii) if a Superior Proposal is accepted by a Transacting Party the date of which the remaining Transacting Parties collectively enter into an amended agreement to proceed with the Business Combination, on amended terms, as the case may be. In the event that the Mailing Deadline is so extended, the Meeting Deadline and the Outside Date shall be extended by the same number of days as the Mailing Deadline has been extended. (c) Each The Circular shall include, inter alia, the unanimous recommendation of the Parties shall ensure board of directors of Magnolia that the information furnished by such Party that is reasonably required to be included Magnolia Shareholders vote in the Circular under applicable Law complies in all material respects with all applicable Laws, and, without limiting the generality favour of approval of the foregoing, Reverse Take-Over Resolution and the Magnolia Other Resolutions and the unanimous recommendation of the board of directors of Gamesquare that such information that is included its shareholders vote in favour of approval of the Circular will not contain any misrepresentationAmalgamation Resolution. (d) If required by applicable Laws to produce IFRS reconciliations of their U.S. GAAP financial statements for the Circular, B▇▇▇▇, Briteside and Sea Hunter will use commercially reasonable efforts to produce such reconciliations as promptly as practicable. (e) Subject to Sections 4.2, 4.3 and 4.4, SVT shall cause Nevada Holdco to: (i) solicit proxies in favour of the Nevada Holdco Continuance Resolution and the Nevada Holdco Business Combination Resolution, and the approval of the Resulting Issuer Equity Incentive Plan, and against any resolution submitted by any other Nevada Holdco Shareholder, and take all other actions that are reasonably necessary or desirable to seek such approvals; (ii) recommend to Nevada Holdco Shareholders that they vote in favour of the Nevada Holdco Continuance Resolution, the Nevada Holdco Business Combination Resolution, the Resulting Issuer Equity Incentive Plan; and (iii) not make a Nevada Holdco Change in Recommendation. (f) Subject to Section 4.1, SVT shall (i) solicit proxies in favour of the SVT Continuance Resolution and SVT Component of the Business Combination Resolution, and against any resolution submitted by any other SVT Shareholder, and take all other actions that are reasonably necessary or desirable to seek such approvals, (ii) unanimously recommend to SVT Shareholders that they vote in favour of the SVT Continuance and SVT Component of the Business Combination Resolution, and (iii) not make an SVT Change in Recommendation for B▇▇▇▇, SVT Change in Recommendation for Briteside, or SVT Change in Recommendation for Sea Hunter. (g) The Parties shall each also use 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 of the Parties Magnolia and its advisors Gamesquare and their respective legal counsel shall be given a reasonable opportunity to review and comment on the Circular and other documents related thereto before they become final, and reasonable consideration shall be given to any comments made by such Party and its legal counsel, provided that all information (e) Gamesquare covenants that the Circular will comply as to form in all material respects with Canadian Securities Law and that none of the information to be supplied by Gamesquare for inclusion or incorporation by reference in the Circular will at the time of the mailing of the Circular contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If, at any time prior to the Effective Time, any event with respect to Gamesquare or its officers and directors shall occur that is required to be described in the Circular, Gamesquare shall give prompt written notice to Magnolia of such event. (f) Magnolia covenants that the Circular being printed will comply as to form in all material respects with Canadian Securities Law and filed with the applicable Governmental Entities, and any reasonable comments that none of the Parties and their respective advisors shall information to be incorporated therein. The Parties shall each use their commercially reasonable efforts to agree upon supplied by Magnolia for inclusion or incorporation by reference in the final form Circular will at the time of the Circular. SVT shall provide B▇▇▇▇, Briteside, Sea Hunter, and F▇▇▇▇ with final copies mailing of the Circular prior contain any untrue statement of a material fact or omit to mailing state any material fact required to be stated therein or necessary in order to make the Circular to statements therein, in light of the SVT Shareholders and Nevada Holdco Shareholders. (i) The Parties shall each promptly notify the other Parties if circumstances under which they are made, not misleading. If at any time before prior to the Effective DateTime any event with respect to Magnolia, it becomes aware its officers and directors or Magnolia Subco shall occur that the Circular contains a misrepresentation about itself, or that otherwise requires an amendment or supplement is required to the Circular and the Parties shall cooperate be described in the preparation Circular, Magnolia shall give prompt written notice to Gamesquare of any amendment or supplement to the Circular as required or appropriate, and SVT shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Circular to SVT Shareholders and Nevada Holdco Shareholders, and, if required by the Court or applicable Laws, file the same with any Governmental Entity and as otherwise requiredsuch event.

Circular. (a) As Desert Lion and Camex shall use all commercially reasonable efforts to prepare, as promptly as reasonably practicable following execution after the date of this Agreement with a targeted date on or before August 31Agreement, 2018the Circular, each of the Parties shall furnish all information regarding such Party and its Subsidiaries as may be required to be included in the Circular under applicable Law, SVT and Nevada Holdco shall work together to prepare the Circular together with any other documents required by applicable Laws, and SVT and Nevada Holdco shall (i) file the Circular in all jurisdictions where the same is required to be filed, and (ii) mail the Circular as required in accordance with all applicable under Canadian Securities Laws and the Interim Order. The Circular shall include statements that (A) each director and executive officer of B▇▇▇▇, Briteside and Sea Hunter intends to vote all of such Person’s Nevada Holdco Class A Shares (including any Nevada Holdco Class A Shares issued on exercise of any B▇▇▇▇ Options, B▇▇▇▇ SAFEs, Briteside Options, Briteside Warrants or Sea Hunter Options), TSXV-V in favour of connection with the Nevada Holdco Continuance Resolution, the Nevada Holdco Business Combination Resolution, and the Resulting Issuer Equity Incentive Plan, subject to the terms of this Agreement, the B▇▇▇▇ Shareholders Voting Agreements, the Briteside Members Voting Agreements, and the Sea Hunter Voting Agreement; and (B) each director and executive officer of SVT intends to vote all of such Person’s SVT Shares (including any SVT Shares issued upon the exercise of any SVT Options or SVT Warrants) in favour of the SVT Continuance Resolution and SVT Component of the Business Combination Resolution, subject to the other terms of this Agreement and the SVT Shareholder Voting Agreements. On the date of mailing thereof, the Circular shall comply in all material respects with all applicable Laws and the Interim Order and shall contain sufficient detail to permit the Nevada Holdco Shareholders and the SVT Shareholders to form a reasoned judgement concerning the matters to be placed before them at the Nevada Holdco Camex Meeting and the SVT Desert Lion Meeting, respectively. (b) In As soon as practicable after the event that any Transacting Party provides a notice date hereof, Desert Lion shall call and hold the Desert Lion Meeting and Camex shall call and hold the Camex Meeting and Desert Lion and Camex shall deliver the Circular and all other documentation required in connection with the Desert Lion Meeting and the Camex Meeting to the other Transacting Parties regarding a possible Acquisition Proposal pursuant to Sections 4.1(c)Desert Lion Shareholders and the Camex Shareholders, 4.2(c), 4.3(c), or 4.4(c), as respectively. The Desert Lion Meeting and the case may be, prior to Camex Meeting shall be held at the earliest practicable date following the mailing of the Circular, then unless the Transacting Parties agree otherwise, the Mailing Deadline will be extended until the date that is seven (7) days following the earlier of either (i) written notification from the Transacting Party providing the aforementioned notice to the other Transacting Parties, that its board of directors has determined that the Acquisition Proposal is not a Superior Proposal, (ii) the date on which the Transacting Parties collectively enter into an amended agreement pursuant to Sections 4.1(f), 4.2(f), 4.3(f), or 4.4(f), as the case may be, which results in the Acquisition Proposal in question not being a Superior Proposal, or (iii) if a Superior Proposal is accepted by a Transacting Party the date of which the remaining Transacting Parties collectively enter into an amended agreement to proceed with the Business Combination, on amended terms, as the case may be. In the event that the Mailing Deadline is so extended, the Meeting Deadline and the Outside Date shall be extended by the same number of days as the Mailing Deadline has been extended.010017000-00145797; 2 36 (c) Each The Circular shall include, inter alia, the unanimous recommendation of the Parties shall ensure Board of Directors of Camex that the information furnished by such Party that is reasonably required to be included Camex Shareholders vote in the Circular under applicable Law complies in all material respects with all applicable Laws, and, without limiting the generality favour of approval of the foregoing, Reverse Take-Over Resolution and the Camex Other Resolutions and the unanimous recommendation of the Board of Directors of Desert Lion that such information that is included its shareholders vote in favour of approval of the Circular will not contain any misrepresentationAmalgamation Resolution. (d) If required by applicable Laws to produce IFRS reconciliations of their U.S. GAAP financial statements for the Circular, B▇▇▇▇, Briteside and Sea Hunter will use commercially reasonable efforts to produce such reconciliations as promptly as practicable. (e) Subject to Sections 4.2, 4.3 and 4.4, SVT shall cause Nevada Holdco to: (i) solicit proxies in favour of the Nevada Holdco Continuance Resolution and the Nevada Holdco Business Combination Resolution, and the approval of the Resulting Issuer Equity Incentive Plan, and against any resolution submitted by any other Nevada Holdco Shareholder, and take all other actions that are reasonably necessary or desirable to seek such approvals; (ii) recommend to Nevada Holdco Shareholders that they vote in favour of the Nevada Holdco Continuance Resolution, the Nevada Holdco Business Combination Resolution, the Resulting Issuer Equity Incentive Plan; and (iii) not make a Nevada Holdco Change in Recommendation. (f) Subject to Section 4.1, SVT shall (i) solicit proxies in favour of the SVT Continuance Resolution and SVT Component of the Business Combination Resolution, and against any resolution submitted by any other SVT Shareholder, and take all other actions that are reasonably necessary or desirable to seek such approvals, (ii) unanimously recommend to SVT Shareholders that they vote in favour of the SVT Continuance and SVT Component of the Business Combination Resolution, and (iii) not make an SVT Change in Recommendation for B▇▇▇▇, SVT Change in Recommendation for Briteside, or SVT Change in Recommendation for Sea Hunter. (g) The Parties shall each also use 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 of the Parties Camex and its advisors Desert Lion and their respective legal counsel shall be given a reasonable opportunity to review and comment on the Circular of the other and other documents related thereto before they become final, and reasonable consideration shall be given to any comments made by such Party and its legal counsel, provided that all information relating solely to a Party included in the Circular shall be in form and content satisfactory to such Party, acting reasonably. (e) Desert Lion covenants that the Circular will comply as to form in all material respects with Canadian Securities Law and that none of the information to be supplied by Desert Lion for inclusion or incorporation by reference in the Circular will at the time of the mailing of the Circular contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If, at any time prior to the Effective Time, any event with respect to Desert Lion, its officers and directors or the Desert Lion Subsidiary shall occur that is required to be described in the Circular, Desert Lion shall give prompt written notice to Camex of such event. (f) Camex covenants that the Circular being printed will comply as to form in all material respects with Canadian Securities Law and filed with the applicable Governmental Entities, and any reasonable comments that none of the Parties and their respective advisors shall information to be incorporated therein. The Parties shall each use their commercially reasonable efforts to agree upon supplied by Camex for inclusion or incorporation by reference in the final form Circular will at the time of the Circular. SVT shall provide B▇▇▇▇, Briteside, Sea Hunter, and F▇▇▇▇ with final copies mailing of the Circular prior contain any untrue statement of a material fact or omit to mailing state any material fact required to be stated therein or necessary in order to make the Circular to statements therein, in light of the SVT Shareholders and Nevada Holdco Shareholders. (i) The Parties shall each promptly notify the other Parties if circumstances under which they are made, not misleading. If at any time before prior to the Effective DateTime any event with respect to Camex, it becomes aware its officers and directors or the Camex Subsidiary shall occur that the Circular contains a misrepresentation about itself, or that otherwise requires an amendment or supplement is required to the Circular and the Parties shall cooperate be described in the preparation Circular, Camex shall give prompt written notice to Desert Lion of any amendment or supplement to the Circular as required or appropriate, and SVT shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Circular to SVT Shareholders and Nevada Holdco Shareholders, and, if required by the Court or applicable Laws, file the same with any Governmental Entity and as otherwise requiredsuch event.