Common use of Information Circular Clause in Contracts

Information Circular. (a) Subject to the Purchaser and Digital River complying with Section 2.5(d), the Company will, in consultation with the Purchaser and Digital River: (i) as soon as reasonably practicable after the execution of this Agreement, prepare the Information Circular together with any other documents required by the BCBCA or Applicable Laws in connection with the approval of the Arrangement Resolution by the Shareholders at the Company Meeting; (ii) as soon as reasonably practicable after the date of this Agreement, and, in any event, not later than 15 Business Days after the date of this Agreement, cause the Information Circular to be filed with the SEC, and use its reasonable best efforts to resolve (and will communicate to the Purchaser and Digital River and cooperate with the Purchaser and Digital River in resolving) all SEC comments with respect to the Information Circular as promptly as practicable after receipt thereof; (iii) as soon as reasonably practicable, and in any event, not later than 5 Business Days after the clearance of all SEC comments (or, if earlier, the date on which the SEC notifies the Company that it will not review the Information Circular or the expiration of the 10-day period for the SEC to provide such notice), the Company will apply for, and submit the Information Circular in connection with the Interim Order; and (iv) as soon as reasonably practicable after the issuance of the Interim Order, and, in any event, not later than 5 Business Days following such issuance, cause the Information Circular to be sent to the Shareholders and filed as required by the Interim Order and Applicable Laws. (b) The Company shall ensure that the Information Circular complies in all material respects with Applicable Laws, and, without limiting the generality of the foregoing, that the Information Circular (including with respect to any information incorporated therein by reference) complies with the requirements of all United States Securities Laws and will 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 furnished by the Purchaser and Digital River) and will provide the Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Company Meeting. (c) The Company and the Purchaser will cooperate in the preparation, filing and mailing of the Information Circular. The Company will provide legal counsel to the Purchaser with a reasonable opportunity to review and comment on drafts of the Information Circular and other documents related thereto prior to filing the Information Circular with applicable Governmental Entities and mailing the Information Circular to the Shareholders and will give reasonable consideration to such comments. The Purchaser acknowledges that whether or not any revisions will be made to the Information Circular as a result of such comments will be determined solely by the Company acting reasonably, provided, however, that all information relating solely to the Purchaser and Digital River included in the Information Circular shall be in form and content satisfactory to the Purchaser, acting reasonably, and the Information Circular will in any event include a copy of the Fairness Opinion, the Company Board Recommendation, and the rationale for the Company Board Recommendation. (d) The Purchaser will, in a timely and expeditious manner, furnish the Company with all such information regarding the Purchaser and Digital River as may reasonably be required to be included in the Information Circular pursuant to Applicable Laws and any other documents related thereto. If requested by the Company, the Purchaser will provide to the Company a certificate of the Purchaser, signed by a director or officer of the Purchaser, certifying that the information relating to the Purchaser and Digital River contained in the Information 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. (e) The Company and the Purchaser will each promptly notify the 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 Purchaser only with respect to the Purchaser and Digital River) that the Information Circular or any other document referred to in Section 2.5(c) contains any misrepresentation or otherwise requires any 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 Information Circular or such other document, as the case may be, and any related news release or other document necessary or desirable in connection therewith.

Information Circular. (a) Subject to the Purchaser Parent shall as promptly as practicable prepare and Digital River complying with Section 2.5(d), the Company willcomplete, in good faith consultation with the Purchaser and Digital River: Company, the management information circular in respect of the Parent Shareholders’ Meeting (ithe “Information Circular”) as soon as reasonably practicable after the execution of this Agreement, prepare the Information Circular together with any other documents required by the BCBCA or Applicable Laws applicable Law in connection with the approval of Parent Shareholders’ Meeting and the Arrangement Resolution by the Shareholders at the Company Meeting; (ii) as soon as reasonably practicable after the date of this AgreementTransactions, and, in any event, not later than 15 Business Days after the date of this Agreement, and Parent shall cause the Information Circular and such other documents to be filed with the SEC, delivered to each holder of Parent Common Shares and use its reasonable best efforts to resolve (and will communicate to the Purchaser and Digital River and cooperate with the Purchaser and Digital River in resolving) all SEC comments with respect to the Information Circular as promptly as practicable after receipt thereof; (iii) as soon as reasonably practicable, and in any event, not later than 5 Business Days after the clearance of all SEC comments (or, if earlier, the date on which the SEC notifies the Company that it will not review the Information Circular or the expiration of the 10-day period for the SEC to provide such notice), the Company will apply for, and submit the Information Circular in connection with the Interim Order; and (iv) as soon as reasonably practicable after the issuance of the Interim Order, and, in any event, not later than 5 Business Days following such issuance, cause the Information Circular to be sent to the Shareholders and filed other Person as required by applicable Law, in each case so as to permit the Interim Order and Applicable LawsParent Shareholders’ Meeting to be held by the time specified in Section 6.6(a). (b) The Company Parent shall ensure that the Information Circular (A) complies in all material respects with Applicable Lawsthe Organizational Documents of Parent and applicable Law, and, without limiting the generality of the foregoing, that the Information Circular (including with respect to any information incorporated therein by referenceB) complies with the requirements of all United States Securities Laws and will does not contain any untrue statement of a material fact or omit fail to state a any material fact required to be stated therein or necessary in order to make the statements contained therein not misleading therein, in light of the circumstances in under which they are made (other than in each case were made, not misleading, except with respect to any information furnished supplied by the Purchaser and Digital RiverCompany for inclusion or incorporation by reference in the Information Circular, (C) and will provide provides the Parent Shareholders with sufficient information (explained in reasonably sufficient detail detail) to permit them to form a reasoned judgment judgement concerning the matters to be placed before them at the Company Parent Shareholders’ Meeting; and (D) states any material interest of each director and officer, whether as director, officer, securityholder or creditor of Parent, as and to the extent required by applicable Law. (c) Without limiting the generality of Section 6.7(b), Parent shall, subject to the terms of this Agreement, ensure that the Information Circular includes (A) a statement that the Parent Board has unanimously determined that the Merger is in the best interests of Parent and fair to the Parent Shareholders, and recommends that the Parent Shareholders vote in favor of the Parent Stock Issuance, the Name Change, the Share Amendment and the Election of Directors, and (B) a statement that certain Parent Shareholders holding in the aggregate 50% or more of all issued and outstanding Parent Common Shares have entered into and delivered to the Company a voting agreement (each, a “Parent Voting Agreement”), pursuant to which, among other things, such Parent Shareholders have agreed to vote their Parent Common Shares (including, as applicable, Parent Common Shares issued after giving effect to the Parent Conversion in accordance with Section 2.4) in favour of the approval and adoption of this Agreement and the transactions contemplated hereby, including the Merger and the Parent Stock Issuance, the Name Change, the Share Amendment and the Election of Directors. (d) The Company and the Purchaser will cooperate shall reasonably assist Parent in the preparation, filing and mailing preparation of the Information Circular, including obtaining and furnishing to Parent any information with respect to the Company required to be included under applicable Laws in the Information Circular, and ensuring that such information does not contain any untrue statement of a material fact or fail 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 were made, not misleading. The Parent shall give the Company will provide and its legal counsel to the Purchaser with a reasonable opportunity to review and comment on drafts of the Information Circular and other documents related thereto prior to filing documents, and shall accept the Information Circular with applicable Governmental Entities and mailing the Information Circular to the Shareholders and will give reasonable consideration to such comments. The Purchaser acknowledges that whether or not any revisions will be comments made to the Information Circular as a result of such comments will be determined solely by the Company acting reasonablyand its counsel, provided, however, and agrees that all information relating solely to the Purchaser and Digital River Company included in the Information Circular shall must be in a form and content reasonably satisfactory to the Purchaser, acting reasonably, and Company. Parent shall provide the Company with a final copy of the Information Circular will in any event include a copy of prior to its delivery to the Fairness Opinion, the Company Board Recommendation, and the rationale for the Company Board RecommendationParent Shareholders. (de) The Purchaser will, in a timely and expeditious manner, furnish Each Party shall promptly notify the Company with all such information regarding the Purchaser and Digital River as may reasonably be required to be included in other Parties if it becomes aware that the Information Circular pursuant to Applicable Laws and any other documents related thereto. If requested by the Company, the Purchaser will provide to the Company a certificate of the Purchaser, signed by a director or officer of the Purchaser, certifying that the information relating to the Purchaser and Digital River contained in the Information Circular does not contain contains any untrue statement of a material fact or omit fail to state a any material fact required to be stated therein or necessary in order to make the statements contained therein not misleading therein, in light of the circumstances in under which they are were made. (e) The Company and the Purchaser will each promptly notify the 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 Purchaser only with respect to the Purchaser and Digital River) that the Information Circular or any other document referred to in Section 2.5(c) contains any misrepresentation , not misleading, or otherwise requires an amendment or supplement. The Parties shall reasonably cooperate in the preparation of any such amendment or supplement as required or appropriate, and Parent shall promptly deliver written notice or otherwise disseminate any such amendment or supplement 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 Parent Shareholders as required supplement or amendment to the Information Circular or such other document, as the case may be, and any related news release or other document necessary or desirable in connection therewithby applicable Law.

Information Circular. As promptly as practical following the execution of this Agreement, and in compliance with the Interim Order and Applicable Laws (including Applicable Canadian Securities Laws): (a) Subject Precision and Trinidad will prepare the Information Circular and provide, in a timely and expeditious manner, all Precision Information and Trinidad Information, respectively, for inclusion in the Information Circular and any amendments or supplements thereto, in each case complying in all material respects with all requirements of Applicable Laws on the date of issue thereof; (b) Trinidad shall call, give notice of and convene the Trinidad Meeting by no later than December 13, 2018 at which meeting the Arrangement Resolution shall be submitted to the Purchaser and Digital River complying with Section 2.5(d)Trinidad Securityholders entitled to vote upon such resolution for approval and, unless as otherwise agreed in writing between the Company willParties, shall not adjourn, postpone or cancel (or propose to adjourn, postpone or cancel) or fail to call the Trinidad Meeting (notwithstanding the fact that Trinidad may be in consultation with the Purchaser and Digital Riverreceipt of a Superior Proposal) without prior written consent of Precision except for adjournments or postponements: (i) as soon required for quorum purposes (in which case the Trinidad Meeting shall be adjourned) or by Applicable Law or by a Governmental Authority; or (ii) as reasonably practicable after required under Section 6.1(g) or Section 5.4; (c) Precision shall call, give notice of and convene the execution Precision Meeting by no later than December 13, 2018 at which meeting the Precision Transaction Resolution shall be submitted to the Precision Shareholders entitled to vote upon such resolution for approval and, unless as otherwise agreed in writing between the Parties, shall not adjourn, postpone or cancel (or propose to adjourn, postpone or cancel) or fail to call the Precision Meeting without prior written consent of this Agreement, prepare Trinidad except for adjournments or postponements: (i) as required for quorum purposes (in which case the Information Circular together with any other documents required Precision Meeting shall be adjourned) or by the BCBCA Applicable Law or Applicable Laws in connection with the approval of the Arrangement Resolution by the Shareholders at the Company Meeting;a Governmental Authority; or (ii) as soon as reasonably practicable after the date of this Agreement, and, in any event, not later than 15 Business Days after the date of this Agreement, cause the Information Circular to be filed with the SEC, and use its reasonable best efforts to resolve (and will communicate to the Purchaser and Digital River and cooperate with the Purchaser and Digital River in resolving) all SEC comments with respect to the Information Circular as promptly as practicable after receipt thereofrequired under Section 5.4; (iiid) as soon as reasonably practicable, Precision and in any event, not later than 5 Business Days after the clearance of all SEC comments (or, if earlier, the date on which the SEC notifies the Company that it will not review the Information Circular or the expiration of the 10-day period for the SEC to provide such notice), the Company will apply for, and submit the Information Circular in connection with the Interim Order; and (iv) as soon as reasonably practicable after the issuance of the Interim Order, and, in any event, not later than 5 Business Days following such issuance, cause the Information Circular to be sent to the Shareholders and filed as required by the Interim Order and Applicable Laws. (b) The Company Trinidad shall ensure that the Information Circular complies in all material respects provides Precision Shareholders (subject to Trinidad's compliance with Applicable Laws, and, without limiting the generality of the foregoing, that the Information Circular (including with respect to any information incorporated therein by reference) complies with the requirements of all United States Securities Laws and will 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 furnished by the Purchaser and Digital RiverSection 2.5(a)) and will provide the Shareholders Trinidad Securityholders (subject to Precision's compliance with Section 2.5(a)), respectively, with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at them, in all cases ensuring compliance in all material respects with all Applicable Canadian Securities Laws on the Company Meeting.date of issue thereof; (ce) The Company and the Purchaser will cooperate in the preparation, filing and mailing of the Information Circular. The Company will provide legal counsel to the Purchaser with a reasonable opportunity to review and comment on drafts of the Information Circular and other documents related thereto prior to filing the Information Circular with applicable Governmental Entities and mailing Trinidad shall cause the Information Circular to be mailed to the Shareholders Trinidad Securityholders and will give reasonable consideration filed with applicable regulatory authorities and other Governmental Authorities in all jurisdictions where the same is required to such comments. The Purchaser acknowledges that whether or not any revisions will be made to mailed and filed; and (f) Precision shall cause the Information Circular as a result of such comments will to be determined solely by the Company acting reasonably, provided, however, that all information relating solely mailed to the Purchaser Precision Shareholders and Digital River included filed with applicable regulatory authorities and other Governmental Authorities in all jurisdictions where the Information Circular shall be in form and content satisfactory to the Purchaser, acting reasonably, and the Information Circular will in any event include a copy of the Fairness Opinion, the Company Board Recommendation, and the rationale for the Company Board Recommendation. (d) The Purchaser will, in a timely and expeditious manner, furnish the Company with all such information regarding the Purchaser and Digital River as may reasonably be same is required to be included in the Information Circular pursuant to Applicable Laws mailed and any other documents related thereto. If requested by the Company, the Purchaser will provide to the Company a certificate of the Purchaser, signed by a director or officer of the Purchaser, certifying that the information relating to the Purchaser and Digital River contained in the Information 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 madefiled. (e) The Company and the Purchaser will each promptly notify the 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 Purchaser only with respect to the Purchaser and Digital River) that the Information Circular or any other document referred to in Section 2.5(c) contains any misrepresentation or otherwise requires any 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 Information Circular or such other document, as the case may be, and any related news release or other document necessary or desirable in connection therewith.