Common use of Proxy Circular Clause in Contracts

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 light of the circumstances under which they were made, not misleading, then the Party that discovers such information shall promptly notify the other Party, and to the extent required by applicable Law or the Interim Order, Company shall promptly file with the Court an appropriate amendment or supplement describing such information and disseminate such amendment or supplement to its shareholders in accordance with applicable Law, the Interim Order and the Court. (d) Notwithstanding the foregoing, prior to the filing, mailing or delivery of the Proxy Circular (or of any amendment or supplement to the foregoing), Company shall (i) provide Acquiror and its legal counsel with a reasonable opportunity to review and comment on such document or response and (ii) include in such document or response all reasonable comments that Acquiror proposes. On the date of their filing or delivery, Company shall provide the Acquiror with a copy of all such filings with, and all such responses delivered to, the Court. Notwithstanding anything to the contrary in this Agreement, no amendment or supplement (including by incorporation by reference) to the Proxy Circular shall be made without the prior written consent of Acquiror; provided, however, that nothing in this Section 4.5(d) will limit Company’s ability to exercise its rights under Section 4.8.

Proxy Circular. (a) As Subject to compliance by Purchaser with this Section 2.5, as promptly as reasonably practicable after the date of this Agreementhereof, (i) Company CE Franklin shall prepare have available for mailing to the CE Franklin Shareholders, the Proxy Circular together with any other documents required by the Interim Order, CBCAABCA, Canadian Securities Laws, U.S. Securities Laws and all other applicable Laws in connection with the Company Special CE Franklin Shareholders' Meeting and the Arrangement 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 CE Franklin shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Proxy Circular and other documentation required in connection with the CE Franklin Shareholders' Meeting to be filed and to be sent to each CE Franklin Shareholder of record and other Persons as required by the Interim Order and applicable Laws, in each case so as to permit the CE Franklin Shareholders' Meeting to be held within the time required by Section 2.4(a). (b) Company CE Franklin shall use all commercially reasonable efforts to cause ensure that the Proxy Circular to comply complies 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 shall 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, contained therein not misleading in the light of the circumstances under in which they were madeare made (provided that CE Franklin shall not be responsible for the accuracy of any information forming part of the "Purchaser Information" as described in Section 2.5(d)) and shall provide the CE Franklin Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the CE Franklin Shareholders’ Meeting. The Proxy Circular shall, not misleading, then the Party that discovers such information shall promptly notify the other Party, and subject to the extent required by applicable Law or terms of this Agreement, include the Interim Order, Company unanimous (subject to any abstentions) recommendation of the CE Franklin Board that the CE Franklin Shareholders vote in favour of the Arrangement Resolution and shall promptly file with include a copy of the Court an appropriate amendment or supplement describing such information and disseminate such amendment or supplement to fairness opinion of CIBC World Markets Inc. in its shareholders in accordance with applicable Law, the Interim Order and the Courtentirety. (dc) Notwithstanding the foregoing, prior to the filing, mailing or delivery of the Proxy Circular (or of any amendment or supplement to the foregoing), Company shall (i) provide Acquiror Purchaser and its legal counsel with shall be given a reasonable opportunity to review and comment on such document or response drafts of the Proxy Circular and (ii) include in such document or response all reasonable comments that Acquiror proposes. On the date of their filing or delivery, Company shall provide the Acquiror with a copy of all such filings withother documents related thereto, and reasonable consideration shall be given to any comments made by them, provided that all such responses delivered to, the Court. Notwithstanding anything information relating to the contrary Purchaser included in this Agreement, no amendment or supplement (including by incorporation by reference) to the Proxy Circular shall be made without in form and content satisfactory to Purchaser, acting reasonably. (d) Purchaser shall furnish to CE Franklin (no later than five business days prior to the prior written consent intended date for mailing the Proxy Circular) all such information concerning the Purchaser Parties as may be reasonably required by CE Franklin in the preparation of Acquirorthe Proxy Circular and other documents related thereto. Purchaser shall ensure that all information provided by Purchaser to CE Franklin in writing specifically for inclusion in the Proxy Circular and relating exclusively to the Purchaser Parties ("Purchaser Information") shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Proxy Circular in order to make any such Purchaser Information not misleading in light of the circumstances in which it is disclosed. (e) CE Franklin shall indemnify and save harmless Purchaser, its subsidiaries and affiliates and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses (excluding any loss of profits or consequential damages) to which Purchaser, any of its subsidiaries or affiliates or any of their respective directors, officers, employees, agents, advisors or representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of: (i) any misrepresentation or alleged misrepresentation in the Proxy Circular; and (ii) any order made, or any inquiry, investigation or proceeding by any Canadian Securities Administrator or other Governmental Entity, to the extent based on any misrepresentation or any alleged misrepresentation in the Proxy Circular, provided, however, that nothing the above-noted indemnification obligation of CE Franklin shall not apply to any liabilities, claims, demands, losses, costs, damages or expenses arising as a result of any misrepresentation or alleged misrepresentation in the Purchaser Information supplied by Purchaser to CE Franklin in accordance with Section 2.5(d) and contained in the Proxy Circular. (f) Purchaser shall indemnify and save harmless CE Franklin, its subsidiaries and affiliates and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses (excluding any loss of profits or consequential damages) to which CE Franklin, any subsidiary of CE Franklin or any of their respective directors, officers, employees, agents, advisors or representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of any misrepresentation or alleged misrepresentation in the Purchaser Information. (g) CE Franklin and Purchaser shall promptly notify each other if at any time before the Effective Date it becomes aware that the Proxy 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 Proxy Circular, and the Parties shall cooperate in the preparation of any amendment or supplement to the Proxy Circular, as required or appropriate, and CE Franklin shall, subject to compliance by Purchaser with this Section 4.5(d) will limit Company’s ability 2.5, and, if required by the Court or applicable Laws, promptly mail or otherwise publicly disseminate any amendment or supplement to exercise its rights under Section 4.8the Proxy Circular to the CE Franklin Shareholders and file the same with the Canadian Securities Administrators and as otherwise required.

Proxy Circular. (a) As promptly soon as reasonably practicable after but in any event not later than June 30, 2005, Beacon will, subject to the date prior review and written approval of this AgreementNxtPhase, (i) Company shall prepare 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 the requirements of applicable 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 Interim Order, subject to the receipt by NxtPhase of an exemption order from the Director of the CBCA, Canadian Securities Laws and all other applicable Laws in connection with . NxtPhase will promptly apply to the Company Special Meeting and Director of the Arrangement and (ii) Company shall file CBCA for an exemption order exempting the Proxy Circular from the requirements of the CBCA with respect to the relevant Canadian Securities Authorities where such filing is requiredcontents thereof. Company shall file and mail or deliver Beacon will ensure that all information included in the Proxy Circular Circular, except such information relating 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 LawsNxtPhase, and, without limiting the generality of the foregoing, that the Proxy Circular does not contain any a 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 in the Proxy Circular that is necessary to make the statements contained therein any statement that it makes not misleading in light of the circumstances in which they are made it is made. NxtPhase will provide to Beacon all information about itself, its Affiliates and shall contain sufficient detail to permit the their respective directors, officers and shareholders of Company to form a reasoned judgment concerning the matters as may be reasonably necessary to be placed before them at the Company Special Meeting. Upon reasonable request, Acquiror shall furnish Company with all information reasonably necessary or advisable included in connection with the Proxy Circular or any amendment or supplement theretopursuant to applicable laws. Without limiting the generality of the foregoing, NxtPhase will ensure that all information included in the Proxy Circular must include: (i) relating to NxtPhase does not contain 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 misrepresentation 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 in the Proxy Circular that is necessary in order to make the statements therein, any statement that it makes not misleading in the light of the circumstances under in which they were it is made. If, not misleading, then the Party that discovers such information shall promptly notify the other Party, and to the extent required by applicable Law or the Interim Order, Company shall promptly file with the Court an appropriate amendment or supplement describing such information and disseminate such amendment or supplement to its shareholders in accordance with applicable Law, the Interim Order and the Court. (d) Notwithstanding the foregoing, at any time prior to the filingtime the Registration Statement is declared effective under the 1933 Act, mailing any event or delivery circumstance relating to NxtPhase or any of the Proxy Circular (its Affiliates, or of any its or their respective officers, directors or shareholders, should be discovered by NxtPhase which is required to be set forth in an amendment or supplement to the foregoing)Proxy Circular, Company NxtPhase shall (i) provide Acquiror and its legal counsel with a reasonable opportunity to review and comment on such document or response and (ii) include in such document or response all reasonable comments that Acquiror proposes. On the date of their filing or delivery, Company shall provide the Acquiror with a copy of all such filings with, and all such responses delivered to, the Court. Notwithstanding anything to the contrary in this Agreement, no amendment or supplement (including by incorporation by reference) to the Proxy Circular shall be made without the prior written consent of Acquiror; provided, however, that nothing in this Section 4.5(d) will limit Company’s ability to exercise its rights under Section 4.8promptly inform Beacon.