Common use of Proxy Circular Clause in Contracts

Proxy Circular. As promptly as practicable after the execution and delivery of this Arrangement Agreement, the Company, in consultation with the Acquiror, will 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 Proxy Circular and such other documents, together with any amendments thereto, shall be in form and substance satisfactory to the Acquiror (and the Acquiror’s outside counsel) acting reasonably. 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 Certicom Shareholders, Optionholders, the directors of the Company, the auditors of the Company and any other required persons with a targeted date of February 12, 2009, and in any event on or before February 18, 2009 (the “Mailing Deadline”), all in accordance with the terms of the Interim Order and applicable Laws. The Acquiror will 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 the Acquiror) and file amendments or supplements to the Proxy Circular (which amendments or supplements shall be in a form satisfactory to the Acquiror and its outside counsel, acting reasonably) required by applicable Laws or as otherwise agreed between the Company and the Acquiror 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. As promptly soon as practicable after practicable, Beacon will, subject to the execution prior review and delivery written approval of this Arrangement AgreementNxtPhase, the Company, in consultation with the Acquiror, will prepare and complete the Proxy Circular together for mailing to Beacon Shareholders and to NxtPhase Shareholders. The Proxy Circular will include all such information as is necessary to ensure compliance with any other documents required by the CBCA or other requirements of applicable Laws corporate and securities laws of Beacon and NxtPhase in connection with the shareholder approval required by those companies for the Arrangement and compliance with the Special Meeting. The Proxy Circular and such other documentsInterim Order, together with any amendments thereto, shall be in form and substance satisfactory subject to the Acquiror (and receipt by NxtPhase of an exemption order from the Acquiror’s outside counsel) acting reasonablyDirector of the CBCA. The Company NxtPhase will file promptly apply to the Director of the CBCA for an exemption order exempting the Proxy Circular and from the requirements of the CBCA with respect to the contents thereof. Beacon will ensure that all information included in the Proxy Circular, except such information relating to NxtPhase, does not contain a misrepresentation or any other documentation untrue statement of a material fact or omit to state a material fact required to be filed under the Interim Order and applicable Laws stated in all jurisdictions where the Proxy Circular that is necessary to make any statement that it makes not misleading in light of the circumstances in which it is made. NxtPhase will provide to Beacon all information about itself, its Affiliates and their respective directors, officers and shareholders as may be reasonably necessary to be included in the Proxy Circular pursuant to applicable laws. NxtPhase will ensure that all information included in the Proxy Circular relating to NxtPhase does not contain a misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated in the Proxy Circular that is necessary to make any statement that it makes not misleading in light of the circumstances in which it is made. If, at any time prior to the time the SEC definitively informs Beacon that it has no further comments with respect to or will not review the preliminary Proxy Circular, any event or circumstance relating to NxtPhase or any of its Affiliates, or its or their respective officers, directors or shareholders, should be discovered by NxtPhase which is required to be filed by the Company and mail or cause to be mailed set forth in the Proxy Circular and any other documentation required to be mailed under the Interim Order and applicable Laws to Certicom ShareholdersCircular, Optionholders, the directors of the Company, the auditors of the Company and any other required persons with a targeted date of February 12, 2009, and in any event on or before February 18, 2009 (the “Mailing Deadline”), all in accordance with the terms of the Interim Order and applicable Laws. The Acquiror will provide such assistance as the Company may reasonably request in such regard. In a timely and expeditious manner, the Company NxtPhase shall prepare (in consultation with the Acquiror) and file amendments or supplements to the Proxy Circular (which amendments or supplements shall be in a form satisfactory to the Acquiror and its outside counsel, acting reasonably) required by applicable Laws or as otherwise agreed between the Company and the Acquiror 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 thereofpromptly inform Beacon.

Proxy Circular. As promptly soon as reasonably practicable after the execution and delivery of this Arrangement Agreement, the Company, in consultation with the AcquirorParent, will prepare and complete the Proxy Circular together with any other documents required by the CBCA ABCA or other applicable Laws or otherwise necessary or desirable in connection with the Arrangement Special Meeting and the Special Meetingcompletion of the Arrangement. The Proxy Circular and such other documents, together with any amendments thereto, shall be in form and substance satisfactory to the Acquiror Parent (and the AcquirorParent’s outside counsel) ), acting reasonably. 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 in which 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 Certicom Shareholders, registered Optionholders, registered Warrantholders, registered holders of RSAs and registered holders of RSUs, the directors of the Company, the auditors of the Company and any other required persons with a targeted date of February 12, 2009, and in any event on or before February 18, 2009 (the “Mailing Deadline”)persons, all in accordance with the terms of the Interim Order and applicable Laws. The Acquiror Parent will 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 the AcquirorParent) and file amendments or supplements to the Proxy Circular (which amendments or supplements shall be in a form satisfactory to the Acquiror Parent and its outside counsel, acting reasonably) required by applicable Laws or as otherwise agreed between the Company and the Acquiror 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. Each party shall use its commercially reasonable efforts to cause its independent auditor and any other of its advisors from whom any expert information is required to be included in the Proxy Circular to provide consent to such inclusion of information in the Proxy Circular. Parent shall use its commercially reasonable efforts to furnish the Company with a consent permitting such inclusion and the identification in the Proxy Circular of such advisor.

Proxy Circular. As Unless the Arrangement Resolution has been approved by written resolution executed by all of the Company Shareholders in lieu of the Special Meeting: (a) as promptly as practicable after the execution and delivery of this Arrangement Agreement, the Company, in consultation with the AcquirorParent, will shall prepare and complete the Proxy Circular together with any other documents required by the CBCA Act or other applicable Laws in connection with the Arrangement and the Special Meeting. The Proxy Circular and such other documents, together with any amendments thereto, shall be in form and substance satisfactory to the Acquiror ; (and the Acquiror’s outside counselb) acting reasonably. 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 shall mail or cause to be mailed and submit or cause to be submitted the Proxy Circular and any other documentation required to be mailed or submitted under the Interim Order and applicable Laws to Certicom the Company Shareholders, Optionholders, the directors of the Company, the auditors of the Company and any other required persons Persons as promptly as practicable in order to comply with a targeted date the terms of February 12, 2009, and in any event on or before February 18, 2009 (the “Mailing Deadline”)this Agreement, all in accordance with the terms of the Interim Order and applicable Laws. The Acquiror will Laws and Parent shall provide such assistance as the Company may reasonably request in such regard. In ; provided that, in no event, shall the Proxy Circular and such other documentation be mailed or submitted to any of such aforementioned Persons until the Company has obtained the Interim Order; and (c) in a timely and expeditious manner, the Company shall prepare (in consultation with the AcquirorParent) and file submit or cause to be submitted amendments or supplements to the Proxy Circular (which amendments or supplements shall be in a form satisfactory to the Acquiror and its outside counsel, acting reasonably) required by applicable Laws or as otherwise agreed between the Company and the Acquiror 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 Persons and in all jurisdictions where such amendments or supplements are required to be mailed or disseminated, complying in all material materials respects with all applicable Laws on the date of the mailing or dissemination thereof.

Proxy Circular. As promptly as practicable after the execution and delivery of this Arrangement Agreement, the Company, in consultation with the AcquirorParent, will prepare and complete the Proxy Circular together with any other documents required by the CBCA OBCA or other applicable Laws in connection with the Arrangement and the Special Meeting. The Proxy Circular and such other documents, together with any supplements or amendments thereto, shall be in form and substance satisfactory to the Acquiror Parent (and the AcquirorParent’s outside external counsel) acting reasonably. The Company will file with the appropriate Governmental Entities 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 Certicom Maple Shareholders, Optionholders, holders of DSUs, the directors of the Company, the auditors of the Company and any other required persons with a targeted date of February 12on or before January 14, 2009, 2011 and in any event on or before February 18January 26, 2009 2011 (the “Mailing Deadline”), all in accordance with the terms of the Interim Order and applicable Laws. The Acquiror Parent will 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 the AcquirorParent) and file amendments or supplements to the Proxy Circular (which amendments or supplements shall be in a form satisfactory to the Acquiror Parent and its outside external counsel, each acting reasonably) required by applicable Laws or as otherwise agreed between the Company and the Acquiror 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. Parent agrees to indemnify and save harmless the Company, 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 the Company, any Subsidiary or any of their respective directors, officers, employees, agents, advisors or representatives may be subject or may suffer that results primarily from any Misrepresentation or alleged Misrepresentation in any information with respect to Parent or Acquisition Sub included in the Proxy Circular and that is provided by or on behalf of Parent or Acquisition Sub for the purpose of inclusion in the Proxy Circular.