Proxy Circular Sample Clauses

Proxy Circular. As promptly as reasonably practicable, the Corporation shall prepare the Proxy Circular (setting forth inter alia the recommendation of the Board of Directors set forth in Section 2.6(a) and the opinion of the Corporation's financial advisors referred to in Section 2.6(b) and reflecting the execution of the lock-up agreements referred to in Section 9.2(e) and the intention of the senior officers and directors referred to in Section 2.6(c)) together with any other documents required by Securities Laws or other applicable laws in connection with the approval of the Arrangement by the Shareholders and Optionholders and the Corporation shall, on a confidential basis, provide Acquiror timely opportunity to review and a reasonable period of time in the circumstances to comment on all such documentation and all such documentation shall be reasonably satisfactory to Acquiror before it is filed or distributed to the Shareholders and Optionholders. As promptly as practicable after obtaining the Interim Order and, in any event on or before September 30, 2002, the Corporation shall use its commercially reasonable efforts to cause the Proxy Circular and other documentation required in connection with the Shareholder Meeting to be sent to each Shareholder and each Optionholder and filed as required by the Interim Order and applicable laws.

Proxy Circular. (a) As promptly as reasonably practicable after the date of this Agreement, (i) Company shall prepare the Proxy Circular together with any other documents required by the Interim Order, CBCA, Canadian Securities Laws and all other applicable Laws in connection with the Company Special Meeting and the Arrangement and (ii) Company shall file the Proxy Circular with the relevant Canadian Securities Authorities where such filing is required. Company shall file and mail or deliver the Proxy Circular to its shareholders and such other Persons as required by applicable Laws and the Interim Order as promptly as reasonably practicable after obtaining the Interim Order. (b) Company shall use all commercially reasonable efforts to cause the Proxy Circular to comply in all material respects with the Interim Order and all applicable Laws, and, without limiting the generality of the foregoing, that the Proxy Circular does not contain any misrepresentation (within the meaning of applicable Canadian securities laws) or any untrue statement of a material fact or omit to state a material fact required to be stated herein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made and shall contain sufficient detail to permit the shareholders of Company to form a reasoned judgment concerning the matters to be placed before them at the Company Special Meeting. Upon reasonable request, Acquiror shall furnish Company with all information reasonably necessary or advisable in connection with the Proxy Circular or any amendment or supplement thereto. Without limiting the generality of the foregoing, the Proxy Circular must include: (i) a copy of each of the Fairness Opinions; (ii) the Company Recommendation (as defined below); and (iii) a statement that each executive officer and director of Company intends to vote all of such Person’s Company Common Shares in favor of the Arrangement Resolution, subject to the other terms of this Agreement and the voting agreements entered into between Acquiror and such executives and directors. (c) If, at any time prior to the Effective Time, any information shall be discovered by Acquiror or Company that should be set forth in an amendment or supplement to the Proxy Circular so that such documentation would not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the lig...

Proxy Circular. The Company shall have mailed the Proxy Circular and other documentation required in connection with the Company Meeting to the Company Shareholders no later than three (3) Business Days following clearance of the Proxy Circular by the SEC.

Proxy Circular. Subject to compliance by Acquiror with Section 6.1(a), the Company will ensure that the Proxy Circular complies, in all respects, with Applicable Canadian Securities Laws and any other Applicable Laws and shall include or incorporate by reference, without limitation the unanimous determination of the Company’s Board of Directors that the Arrangement is fair to Company Shareholders and is in the best interests of the Company and the Company Shareholders, and the unanimous recommendation of the Company’s Board of Directors that the Company Shareholders vote in favor of the Arrangement Resolution; provided that, notwithstanding the covenants of Company in this subsection, prior to the completion of the Arrangement, the Company’s Board of Directors may withdraw, modify or change the recommendation regarding the Arrangement if, in the opinion of the Company’s Board of Directors, acting reasonably, having received the advice of its outside legal counsel which is reflected in minutes of the meeting of the Company’s Board of Directors, such withdrawal, modification or change is required to act in a manner consistent with the fiduciary duties of the Company’s Board of Directors and, if applicable, provided the Company’s Board of Directors shall have complied with the provisions of Section 6.8. Subject to the proviso in the immediately preceding sentence, the Company’s Board of Directors shall not take any action or make any statement that is inconsistent with the Company Board Recommendation.

Proxy Circular. Subject to Section 2.15, as promptly as practicable after the execution and delivery of this Agreement, the Company, in consultation with Parent, shall prepare and complete the Proxy Circular together with any other documents required by the CBCA or other applicable Laws in connection with the Arrangement and the Special Meeting. The Company shall file the Proxy Circular and any other documentation required to be filed under the Interim Order and applicable Laws in all jurisdictions where the Proxy Circular is required to be filed by the Company and mail or cause to be mailed the Proxy Circular and any other documentation required to be mailed under the Interim Order and applicable Laws to Company Shareholders, the directors of the Company, the auditors of the Company and any other required persons as promptly as practicable in order to comply with the terms of this Agreement, all in accordance with the terms of the Interim Order and applicable Laws. Parent shall provide such assistance as the Company may reasonably request in such regard. In a timely and expeditious manner, the Company shall prepare (in consultation with Parent) and file amendments or supplements to the Proxy Circular required by applicable Laws or as otherwise agreed between the Company and Parent with respect to the Special Meeting and mail or otherwise disseminate such amendments or supplements, as required by the Interim Order and in accordance with all applicable Laws, to such persons and in all jurisdictions where such amendments or supplements are required to be mailed or disseminated, complying in all material respects with all applicable Laws on the date of the mailing or dissemination thereof.

Proxy Circular. Subject to compliance by Acquiror with Section 6.1(a), the Company will ensure that the Company’s Proxy Circular complies, in all respects, with Applicable Canadian Securities Laws and any other Applicable Laws and shall include or incorporate by reference, without limitation the unanimous determination of the Company’s Board of Directors that the Arrangement is fair to Company Securityholders and is in the best interests of the Company and the Company Securityholders, and the unanimous recommendation of the Company’s Board of Directors that the Company Securityholders vote in favor of the Arrangement Resolution; provided that, notwithstanding the covenants of Company in this subsection, prior to the completion of the Arrangement, the Company’s Board of Directors may withdraw, modify or change the recommendation regarding the Arrangement as permitted by Section 6.9(f), provided the Company’s Board of Directors shall have complied with the provisions of Section 6.9. Subject to the proviso in the immediately preceding sentence, the Company’s Board of Directors shall not take any action or make any statement that is inconsistent with the Company Board Recommendation.

Proxy Circular. When mailed, the Proxy Circular will not contain an untrue statement of a material fact concerning TAG or the TAG Subsidiaries and will not omit to state a material fact concerning TAG or the TAG Subsidiaries that is required to be stated or that is necessary to make a statement contained therein not misleading in the light of the circumstances in which it was made.

Proxy Circular. (1) As promptly as practicable after the execution and delivery of this Arrangement Agreement, the Company, in consultation with Parent, will prepare and complete the Proxy Circular together with any other documents required by the CBCA and other applicable Laws in connection with the Arrangement and the Special Meeting. (2) The Proxy Circular and such other documents, together with any amendments thereto, shall be in form and substance satisfactory to Parent (and Parent’s external legal counsel) acting reasonably. The Company shall ensure that the Proxy Circular complies in all material respects with all applicable Laws and, without limiting the generality of the foregoing, that the Proxy Circular does not contain a Misrepresentation (other than with respect to any information provided in writing by Parent or its external legal counsel for the purpose of inclusion in the Proxy Circular). Without limiting the generality of the foregoing, the Company shall ensure that the Proxy Circular 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, and include in the Proxy Circular a statement that the Board has determined that the Arrangement is in the best interests of the Company and that the Board unanimously recommends that ▇▇▇▇▇▇▇▇ Shareholders vote in favour of the Arrangement Resolution, and shall include a copy of the Fairness Opinion. In addition, ▇▇▇▇▇▇▇▇ shall ensure that the Proxy Circular provides notice of, and advises ▇▇▇▇▇▇▇▇ Shareholders of their right to attend, the Court hearing of ▇▇▇▇▇▇▇▇’▇ application for the Final Order. ▇▇▇▇▇▇▇▇ shall use reasonable efforts to obtain any necessary consents from any of its auditors or other advisors to the use of any financial or other expert information required to be included in the Proxy Circular. (3) The Company will file the Proxy Circular and any other documentation required to be filed under the Interim Order and applicable Laws in all jurisdictions where the Proxy Circular is required to be filed by the Company and mail or cause to be mailed the Proxy Circular and any other documentation required to be mailed under the Interim Order and applicable Laws to ▇▇▇▇▇▇▇▇ Shareholders, ▇▇▇▇▇▇▇▇ Optionholders, ▇▇▇▇▇▇▇▇ Warrantholders, the directors of the Company, the auditors of the Company and any other required persons with a targeted date of January 31, 2011, and in any event on...

Proxy Circular. When mailed, the Proxy Circular will not contain an untrue statement of a material fact concerning Trans-Orient or the Trans-Orient Subsidiaries and will not omit to state a material fact concerning Trans-Orient or the Trans-Orient Subsidiaries that is required to be stated or that is necessary to make a statement contained therein not misleading in the light of the circumstances in which it was made.