Common use of Proxy Circular Clause in Contracts

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.