Common use of Proxy Information Clause in Contracts

Proxy Information. The Company shall provide information relating to it (which information shall not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not materially misleading) to Open Text sufficient for Open Text to comply with OSC Rule 54-501 (and equivalent rules and regulations under applicable US securities laws, to the extent, if any, applicable) in connection with the preparation of a proxy statement or information statement to be distributed to Open Text’s shareholders in connection with the Shareholder Approval and the issuance of the Tender Offer Shares hereunder (including any amendments or supplements thereto, the “Proxy Statement”), and shall request its auditors to consent to the inclusion in the Proxy Statement of the auditor’s reports in respect of the Company’s audited annual financial statements for the most recently completed three fiscal years, reconciled to Canadian generally accepted accounting principles, unless an exemption therefrom has been obtained.