The Circular. (1) The Corporation shall, as promptly as reasonably practicable, prepare and complete, in consultation with the Purchaser and the Circular together with any other documents required by Law in connection with the Meeting and the Arrangement, including obtaining the Fairness Opinion for inclusion in the Circular, and the Corporation shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Circular, and such (2) The Corporation shall ensure that the Circular complies in all material respects with Law, does not contain any Misrepresentation or any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading (other than in respect to any information, including with respect to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular). Without limiting the generality of the foregoing, the Circular must include: (i) summaries and copies of the Fairness Opinion, (ii) a statement that the Independent Committee has received the Fairness Opinion and has, after receiving legal and financial advice, unanimously recommended that the Board approve the Arrangement Agreement and that the Shareholders (other than the holders of the Excluded Shares) vote in favour of the Arrangement Resolution, (iii) a statement that the Board has received the Fairness Opinion, and has unanimously (with interested directors abstaining from voting), after receiving legal and financial advice and the recommendation of the Independent Committee, determined that the Arrangement Resolution is in the best interests of the Corporation and is fair to the Shareholders (other than the holders of the Excluded Shares) and that the Board unanimously (with interested directors abstaining from voting) recommends that the Shareholders (other than the holders of the Excluded Shares) vote in favour of the Arrangement Resolution (the “Board Recommendation”), (iv) a statement that the Board has withdrawn its support for, and recommendation that SVS Shareholders vote in favour of the ▇. ▇▇▇▇▇▇▇ Arrangement, (v) a statement that directors and executive officers of the Corporation who own Subordinate Voting Shares have entered into D&O Support and Voting Agreements pursuant to which they intend to vote all of their Subordinate Voting Shares in favour of the Arrangement Resolution and (vi) a statement that ▇. ▇▇▇▇▇▇▇ has entered into the ▇. ▇▇▇▇▇▇▇ Support and Voting Agreement pursuant to which he intends to vote (or cause to be voted) all of Shares owned or controlled by him in favour of the Arrangement Resolution. (3) The Corporation shall give the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its outside legal counsel, and agrees that all information relating solely to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular and any information describing the terms of the Arrangement and/or the Plan of Arrangement, must be in a form and content satisfactory to the Purchaser, acting reasonably. The Corporation shall provide the Purchaser with a final copy of the Circular prior to its mailing to the Shareholders. (4) The Purchaser shall provide in writing to the Corporation all information concerning the Purchaser that is required by Law to be included by the Corporation in the Circular or in other related documents, and shall ensure that such information does not contain any Misrepresentation or any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (5) The Purchaser hereby agrees to indemnify and save harmless the Corporation, its Subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any of its Subsidiaries or any of their respective Representatives may be subject or may suffer as a result of, or arising from, any Misrepresentation, alleged Misrepresentation, untrue or allegedly untrue statement of a material fact, or material omission or alleged omission contained in any information included in the Circular that was provided in writing by or on behalf of the Purchaser or its Representatives for inclusion in the Circular concerning the Purchaser including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Securities Authority or other Governmental Entity based on such a Misrepresentation, alleged Misrepresentation, untrue or allegedly untrue statement of a material fact, or material omission or alleged omission. (6) Each Party shall promptly notify the other Parties if it becomes aware (in the case of the Purchaser, only in respect of information relating to the Purchaser and the Purchaser Parent,) that the Circular contains any Misrepresentation, untrue statement of a material fact, or omission to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading or otherwise require an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as required.
Appears in 1 contract
The Circular. (1) The Corporation shall, as promptly as reasonably practicable, prepare and complete, in consultation with the Purchaser and complete the Circular together with any other documents required by Law in connection with the Meeting and the Arrangement, including obtaining the Fairness Opinion Opinions for inclusion in the Circular, and the Corporation shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the CircularCircular and such other documents to be filed and sent to each Shareholder and other Persons as required by the Interim Order and Law, and suchin each case using all commercially reasonable efforts so as to permit the Meeting to be held by the date specified in Section 2.3(1), provided that the Purchaser Parties shall have complied with Section 2.4(4).
(2) The Corporation shall ensure that the Circular complies in all material respects with LawLaw and the Interim Order, does not contain any Misrepresentation or any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading (other than in respect to any information, including information with respect to the Purchaser Parties and their affiliates that is furnished in writing by or on behalf of the Purchaser Parties specifically for inclusion in the Circular)) and provides the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Meeting. Without limiting the generality of the foregoing, the Circular must shall include: (i) summaries a summary and copies a copy of the Fairness OpinionOpinions, (ii) subject to Article 5, a statement that the Independent Special Committee has and the Board have received the Fairness Opinion Opinions and has, after receiving legal and financial advice, unanimously recommended that the Board approve (A) has unanimously, upon the Arrangement Agreement and that the Shareholders (other than the holders of the Excluded Shares) vote unanimous recommendation in favour of the Arrangement Resolution, (iii) a statement that by the Board has received the Fairness Opinion, and has unanimously (with interested directors abstaining from voting)Special Committee, after receiving legal and financial advice and the recommendation of the Independent Committeeafter having considered all other relevant factors, determined that the Arrangement Resolution is in the best interests of the Corporation and the Shareholders and that the Consideration to be received by the Shareholders is fair to the Shareholders such holders, and (other than the holders of the Excluded SharesB) and that the Board unanimously (with interested directors abstaining from voting) recommends that the Shareholders (other than the holders of the Excluded Shares) vote in favour of the Arrangement Resolution (the “Board Recommendation”), (iii) a copy of the Interim Order, (iv) a statement that the Board has withdrawn its support for, and recommendation that SVS Shareholders vote in favour of the ▇. ▇▇▇▇▇▇▇ Arrangement, (v) a statement that directors and executive officers of the Corporation who own Subordinate Voting Shares have entered into D&O Support and Voting Agreements pursuant to which they intend to vote all of their Subordinate Voting Shares in favour of the Arrangement Resolution Resolution, and (viv) a statement that ▇. ▇▇▇▇▇▇▇ has entered into the ▇. ▇▇▇▇▇▇▇ Support and Voting Agreement pursuant to which he intends to vote (or cause to be voted) all of Shares owned or controlled by him in favour text of the Arrangement Resolution.
(3) The Corporation shall give the Purchaser Parties and its their outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documents, and shall give reasonable and due consideration to any comments made by the Purchaser Parties and its their outside legal counsel, provided that the Purchaser Parties shall provide any comments on drafts of the Circular and other related documents within 2 Business Days of any such drafts having been provided to the Purchaser Parties or one of their Representatives by the Corporation or one of its Representatives, and agrees that all information relating solely to the Purchaser Parties and their affiliates that is furnished in writing by or on behalf of the Purchaser Parties for inclusion in the Circular and any information describing the terms of the Arrangement and/or the Plan of Arrangement, must be in a form and content satisfactory to the PurchaserPurchaser Parties, acting reasonably. The Corporation shall provide the Purchaser Parties with a final copy of the Circular and other related documents prior to its their mailing to the Shareholders.
(4) The Purchaser shall Parties shall, on a timely basis and in any event within 2 Business Days of any written request to the Purchaser Parties or one of its Representatives by the Corporation or one of its Representatives, provide in writing to the Corporation all necessary information concerning the Purchaser Parties and their affiliates that is required by Law to be included by the Corporation in the Circular or in other related documents, and shall ensure that such information does not contain any Misrepresentation or any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleadingMisrepresentation.
(5) The Purchaser Parties hereby agrees to agree to, solidarily (jointly and severally), indemnify and save harmless the Corporation, its Subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any of its Subsidiaries or any of their respective Representatives may be subject or may suffer as a result of, or arising from, any Misrepresentation, alleged Misrepresentation, untrue or allegedly untrue statement of a material fact, or material omission Misrepresentation or alleged omission Misrepresentation contained in any information included in the Circular that was provided in writing by or on behalf of the Purchaser Parties or its their Representatives for inclusion in the Circular concerning the Purchaser Parties and their affiliates, including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Securities Authority Authority, the TSX or other Governmental Entity based on such a Misrepresentation, Misrepresentation or alleged Misrepresentation, untrue or allegedly untrue statement of a material fact, or material omission or alleged omission.
(6) Each Party The Corporation and the Purchaser Parties shall each promptly notify the other Parties if it at any time before the Effective Date either of them becomes aware (in the case of the Purchaser, only in respect of information relating to the Purchaser and the Purchaser Parent,) that the Circular contains any a Misrepresentation, untrue statement of a material fact, or omission to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading or otherwise require requires an amendment or supplement. The Parties shall cooperate co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as required.
(7) Without limiting the generality of Section 4.2(2), and to the extent permitted by applicable Law, the Corporation shall promptly advise the Purchaser Parties of any material communication (whether written or oral) received by the Corporation from the TSX, any Securities Authority or any other Governmental Entity in connection with the Circular.
Appears in 1 contract
The Circular. (1a) The Corporation shall, as As promptly as reasonably practicablepracticable following the execution of this Agreement, the Company shall prepare and complete, in consultation with the Purchaser Parent and its legal counsel, the Circular together with any other documents required by Law and the Interim Order in connection with the Company Meeting and the Arrangement. The Circular shall be in form and content satisfactory to Parent and the Company, including obtaining the Fairness Opinion for inclusion in the Circulareach acting reasonably, and the Corporation Parties shall agree on the final copy of the Circular prior to it being filed and mailed to the Shareholders. The Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the CircularCircular and such other documents to be filed and sent to each of the Shareholders and other Persons as required by the Interim Order and applicable Law, in each case, in compliance with the accelerated timing contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and suchin any event so as to permit the Company Meeting to be held in accordance with the timeline specified in Section 2.03(a).
(2b) The Corporation Company shall ensure that the Circular complies in all material respects with the Interim Order and Law, does not contain any Misrepresentation or (provided that the Company shall not be responsible for the accuracy of any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading (other than in respect to any information, including with respect to the Purchaser that is information furnished by Parent in writing by or on behalf specifically for purposes of the Purchaser for inclusion in the CircularCircular pursuant to Section 2.04(d). ) and provides the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the Arrangement Resolution.
(c) Without limiting the generality of the foregoing, the Circular must include: (i) summaries a copy of the Interim Order; (ii) a summary of the terms and copies conditions of this Agreement and the Plan of Arrangement and a copy of the Plan of Arrangement; (iii) a copy and a summary of the Fairness Opinion, ; (iiiv) a statement that the Independent Committee Company Board has received the Fairness Opinion and hasunanimously determined, after receiving legal consultation with its financial advisors and financial advice, unanimously recommended that the Board approve the Arrangement Agreement and that the Shareholders (other than the holders of the Excluded Shares) vote in favour of the Arrangement Resolution, (iii) a statement that the Board has received reviewing the Fairness Opinion, and has unanimously (with interested directors abstaining from voting), after receiving legal and financial advice and the recommendation of the Independent Committee, determined that the Arrangement Resolution is in the best interests of the Corporation Company and is fair to the Shareholders (other than the holders of the Excluded Shares) Shareholders, and that the Company Board unanimously (with interested directors abstaining from voting) recommends that the Shareholders (other than the holders of the Excluded Shares) vote in favour of the Arrangement Resolution (the “Company Board Recommendation”), (iv) a statement that the Board has withdrawn its support for, ; and recommendation that SVS Shareholders vote in favour of the ▇. ▇▇▇▇▇▇▇ Arrangement, (v) a statement that directors the Supporting Securityholders, including each director and executive officers officer of the Corporation who own Subordinate Voting Shares Company, have entered into D&O Voting Support and Voting Agreements pursuant to which they intend such Supporting Securityholders have agreed to vote all of their Subordinate Voting respective Shares in favour of the Arrangement Resolution and (vi) a statement against any resolution that ▇. ▇▇▇▇▇▇▇ has entered into the ▇. ▇▇▇▇▇▇▇ Support and Voting Agreement pursuant to which he intends to vote (or cause to be voted) all of Shares owned or controlled by him in favour of is inconsistent with the Arrangement Resolution.
(3) , subject to the terms of the Voting Support Agreements. The Corporation Company shall give the Purchaser Parent and its outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documentsdocuments (including documents incorporated by reference therein), prior to the Circular being printed and mailed to the Shareholders, and any drafts being submitted to, or filed with, any stock exchange or the Securities Authorities, and shall give reasonable consideration to any comments made by the Purchaser Parent and its outside legal counsel, and agrees that all information relating solely to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion Parent included in the Circular and any information describing the terms of the Arrangement and/or the Plan of Arrangement, must be in a form and content satisfactory to the PurchaserParent, acting reasonably. The Corporation .
(d) Parent shall provide the Purchaser Company, on a timely basis, with a final copy of the Circular prior to its mailing to the Shareholders.
(4) The Purchaser shall provide in writing to the Corporation all necessary information concerning Parent, its Affiliates and the Purchaser Arrangement Consideration that is required by applicable Law to be included by the Corporation in the Circular or any amendments or supplements to the Circular in other related documentswriting (such information provided in writing pursuant to this Section 2.04(d), the “Parent Information”), and shall ensure that such information the Parent Information does not contain any Misrepresentation or any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleadingMisrepresentation.
(5) The Purchaser hereby agrees to indemnify and save harmless the Corporation, its Subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any of its Subsidiaries or any of their respective Representatives may be subject or may suffer as a result of, or arising from, any Misrepresentation, alleged Misrepresentation, untrue or allegedly untrue statement of a material fact, or material omission or alleged omission contained in any information included in the Circular that was provided in writing by or on behalf of the Purchaser or its Representatives for inclusion in the Circular concerning the Purchaser including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Securities Authority or other Governmental Entity based on such a Misrepresentation, alleged Misrepresentation, untrue or allegedly untrue statement of a material fact, or material omission or alleged omission.
(6e) Each Party shall promptly notify the other Parties if it becomes aware (in the case of the PurchaserParent, only with respect to information provided by Parent in accordance with Section 2.04(d) and, in the case of the Company, with respect of information relating to the Purchaser and the Purchaser Parent,all other information) that the Circular contains any Misrepresentation, untrue statement of a material fact, (or omission to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading any alleged) Misrepresentation or otherwise require requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Corporation Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and any other Persons entitled to receive the Circular in accordance with the Interim Order and, if required by the Court or by applicable Law, file the same with the Securities Authorities or any other Governmental Entity Body as required.
(f) The Company shall promptly advise Parent of any communication, requests or comments received by the Company from any stock exchange, the Securities Authorities or any other Governmental Body in connection with the Circular.
Appears in 1 contract
The Circular. (1) The Corporation shall, as promptly as reasonably practicable, prepare and completein any event within fifteen (15) Business Days after the date of this Agreement, prepare, in consultation with the Purchaser Purchaser, the Circular, and file the Circular in preliminary form with the SEC, together with any other documents required by Law in connection to be filed with the Meeting and the Arrangement, including obtaining the Fairness Opinion for inclusion in the Circular, and the Corporation shall, as SEC therewith. As promptly as reasonably practicable after obtaining following an SEC Clearance Event and receipt of the Interim Order, and in any event prior to the Mailing Deadline, cause the CircularCircular and such other documents to be filed and sent to each Shareholder and other Persons as required by the Interim Order and Law, and suchin each case so as to permit the Meeting to be held by the date specified in Section 2.4(1).
(2) The Corporation shall ensure that the Circular complies in all material respects with Law, does not contain any Misrepresentation or any untrue statement of misrepresentation and provides the Shareholders and Warrant Holders with sufficient information in sufficient detail to permit them to form a material fact or omit reasoned judgement concerning the matters to state a material fact necessary be placed before the Meeting; provided, however, that the Corporation shall be deemed not to be in order to make the statements made therein, in light breach of the circumstances under which they were made, not misleading (other than covenant included in this Section 2.5(2) with respect to any information, including information with respect to the Purchaser or its affiliates that is furnished in writing provided by or on behalf of the Purchaser or its Representatives to the Corporation specifically for inclusion in the Circular). Without limiting the generality of the foregoing, the Circular must include: :
(ia) summaries a summary and copies copy of the Fairness Opinion, ;
(iib) a statement that the Independent Transaction Committee has received the Fairness Opinion and has, after receiving legal and financial advice, unanimously recommended that the Board approve this Agreement and the Arrangement Agreement and recommend that the Shareholders (other than the holders of the Excluded Shares) and Warrant Holders vote in favour of the Arrangement Resolution, ;
(iiic) a statement that the Board has received the Fairness Opinion, and has unanimously (with interested directors abstaining from voting)has, after receiving legal and financial advice and the recommendation of the Independent Transaction Committee, determined that made the Arrangement Resolution is in the best interests Board Recommendation; and
(d) disclosure of the Corporation and is fair to the Shareholders (other than the holders of the Excluded Shares) and that the Board unanimously (with interested directors abstaining from voting) recommends that the Shareholders (other than the holders of the Excluded Shares) vote in favour of the Arrangement Resolution (the “Board Recommendation”), (iv) a statement that the Board has withdrawn its support for, and recommendation that SVS Shareholders vote in favour of the ▇. ▇▇▇▇▇▇▇ Arrangement, (v) a statement that directors and executive officers of the Corporation who own Subordinate Voting Shares have entered into D&O are subject to Support and Voting Agreements pursuant to which they intend to vote all of their Subordinate Voting Shares in favour of the Arrangement Resolution and (vi) a statement that ▇. ▇▇▇▇▇▇▇ has entered into the ▇. ▇▇▇▇▇▇▇ Support and Voting Agreement pursuant to which he intends to vote (or cause to be voted) all of Shares owned or controlled by him Warrants in favour of the Arrangement Resolution.
(3) The Corporation shall give the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documentsdocuments that include, but are not limited to, all documents required for Court approval of the Plan of Arrangement and the granting of the Interim Order and Final Order, and shall give reasonable consideration to any comments made by the Purchaser and its outside legal counsel, and agrees that all information relating solely to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular and its affiliates, and any information describing the terms of the Arrangement and/or the Plan of Arrangement, must be in a form and content satisfactory to the Purchaser, acting reasonably. The Corporation shall provide the Purchaser with all comments, written or oral, received from the SEC, promptly upon receipt from the SEC (and in any event within twenty four (24) hours following receipt), and give the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on any responses, written or oral, submitted or proffered to the SEC. In addition, the Corporation shall provide the Purchaser with a final copy of the Circular prior to its mailing to the ShareholdersShareholders and Warrant Holders.
(4) The Purchaser shall provide in writing to the Corporation all necessary information concerning the Purchaser and its affiliates that is required by applicable Law to be included by the Corporation in the Circular or in other related documents, and shall ensure that such information does not contain any Misrepresentation or any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleadingmisrepresentations.
(5) The Purchaser hereby agrees to indemnify and save harmless the Corporation, its Subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any of its Subsidiaries or any of their respective Representatives may be subject or may suffer as a result of, or arising from, any Misrepresentation, alleged Misrepresentation, untrue or allegedly untrue statement of a material fact, or material omission or alleged omission contained in any information included in the Circular that was provided in writing by or on behalf of the Purchaser or its Representatives for inclusion in the Circular concerning the Purchaser including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Securities Authority or other Governmental Entity based on such a Misrepresentation, alleged Misrepresentation, untrue or allegedly untrue statement of a material fact, or material omission or alleged omission.
(6) Each Party shall promptly and, in any event, within twenty four (24) hours, notify the other Parties Party if it becomes aware (in the case of the Purchaser, only in respect of information relating to the Purchaser and the Purchaser Parent,) that the Circular contains any Misrepresentation, untrue statement of a material factmisrepresentation, or omission to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading or otherwise require requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and Warrant Holders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as requiredEntity.
Appears in 1 contract
The Circular. (1) The Corporation shallSubject to compliance by Pacific Rubiales with this Section 2.5, as promptly as reasonably practicableafter the execution of this Agreement, Petrominerales shall prepare and complete, in consultation with the Purchaser and complete the Circular together with any other documents required by Law the ABCA, Canadian Securities Laws, Colombian Securities Laws and other applicable Laws in connection with the Meeting and the Arrangement, including obtaining the Fairness Opinion for inclusion in the Circular, and the Corporation Petrominerales shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the CircularCircular and other documentation required in connection with the Meeting to be filed and to be sent to each Shareholder and other persons as required by the Interim Order and applicable Laws, and suchin each case so as to permit the Meeting to be held within the time required by Section 2.4(1).
(2) The Corporation Petrominerales shall ensure that the Circular complies in all material respects with LawCanadian Securities Laws, does Colombian Securities Laws and other applicable Laws, and, without limiting the generality of the foregoing, that the Circular shall not contain any Misrepresentation or 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 made therein, contained therein not misleading in light of the circumstances under in which they were made, not misleading are made (other than in with respect to any information, including information furnished by Pacific Rubiales) and shall provide the Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Meeting and to allow ExploreCo to rely upon the exemption from registration provided under Section 3(a)(10) of the U.S. Securities Act with respect to the Purchaser that is furnished in writing by or on behalf issuance of the Purchaser for inclusion in ExploreCo Shares pursuant to the CircularArrangement.. Subject to Section 8.3(6) and 8.3(10). Without limiting the generality of the foregoing, the Circular must include: (i) summaries and copies of the Fairness Opinion, (ii) a statement that the Independent Committee has received the Fairness Opinion and has, after receiving legal and financial advice, unanimously recommended that the Board approve the Arrangement Agreement and that the Shareholders (other than the holders of the Excluded Shares) vote in favour of the Arrangement Resolution, (iii) a statement that the Board has received the Fairness Opinion, and has unanimously (with interested directors abstaining from voting), after receiving legal and financial advice and shall include the recommendation of the Independent Committee, determined that the Arrangement Resolution is in the best interests Board of the Corporation and is fair to the Shareholders (other than the holders of the Excluded Shares) and that the Board unanimously (with interested directors abstaining from voting) recommends Directors that the Shareholders (other than the holders of the Excluded Shares) vote in favour of the Arrangement Resolution (the “Board Recommendation”), (iv) a statement that the Board has withdrawn its support for, and recommendation that SVS Shareholders vote in favour of the ▇. ▇▇▇▇▇▇▇ Arrangement, (v) a statement that directors and executive officers of the Corporation who own Subordinate Voting Shares have entered into D&O Support and Voting Agreements pursuant to which they intend to vote all of their Subordinate Voting Shares in favour of the Arrangement Resolution and (vi) a statement that ▇. ▇▇▇▇▇▇▇ has entered into the ▇. ▇▇▇▇▇▇▇ Support and Voting Agreement pursuant to which he intends to vote (or cause to be voted) all of Shares owned or controlled by him in favour of the Arrangement Resolution.
(3) The Corporation shall give the Purchaser Pacific Rubiales and its outside legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Circular and other documents related documentsthereto, and shall give reasonable consideration shall be given to any comments made by the Purchaser Pacific Rubiales and its outside legal their counsel, and agrees provided that all information relating solely to the Purchaser that is furnished in writing by Pacific Rubiales or on behalf of the Purchaser for inclusion their affiliates included in the Circular and any information describing the terms of the Arrangement and/or the Plan of Arrangement, must shall be in a form and content satisfactory to the PurchaserPacific Rubiales, acting reasonably. The Corporation shall provide the Purchaser with a final copy of the Circular prior to its mailing to the Shareholders.
(4) The Purchaser shall provide Pacific Rubiales shall, in writing a timely manner, furnish to the Corporation Petrominerales all such information concerning the Purchaser that is Pacific Rubiales as may be reasonably required by Law to be included by the Corporation Petrominerales in the preparation of the Circular or in and other documents related documentsthereto, and Pacific Rubiales shall ensure that no such information does not shall contain any Misrepresentation or any untrue statement of a material fact or omit to state a material fact necessary required to be stated in the Circular in order to make the statements made therein, any information so furnished not misleading in light of the circumstances under in which they were made, not misleadingit is disclosed.
(5) The Purchaser hereby agrees to Petrominerales shall indemnify and save harmless Pacific Rubiales and its Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which Pacific Rubiales and its Representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(a) any misrepresentation or alleged misrepresentation in any information included in the CorporationCircular other than the ExploreCo Circular Information and the information furnished by Pacific Rubiales; and
(b) any order made, its Subsidiaries or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any misrepresentation or any alleged misrepresentation in the Circular other than the ExploreCo Circular Information and the information furnished by Pacific Rubiales.
(6) ExploreCo shall indemnify and save harmless Pacific Rubiales, Petrominerales and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the CorporationPacific Rubiales, any of its Subsidiaries or any of Petrominerales and their respective Representatives may be subject or may suffer as a result ofsuffer, in any way caused by, or arising fromarising, directly or indirectly, from or in consequence of:
(a) any Misrepresentation, alleged Misrepresentation, untrue or allegedly untrue statement of a material fact, or material omission misrepresentation or alleged omission contained in any information included misrepresentation in the ExploreCo Circular that was provided in writing by or on behalf of the Purchaser or its Representatives for inclusion in the Circular concerning the Purchaser including as a result of Information;
(b) any order made, or any inquiry, investigation or proceeding instituted by any Securities Authority or other Governmental Entity Entity, to the extent based on such any misrepresentation or any alleged misrepresentation in the ExploreCo Circular Information; and
(c) any requirement, as determined by a Misrepresentationcourt of competent jurisdiction, alleged Misrepresentationto deliver an ExploreCo Share upon the exercise of any Incentive Common Share Award or Deferred Common Share Award following the Effective Time, untrue provided that in each case ExploreCo shall fully satisfy its obligations hereunder by delivering an ExploreCo Share to Pacific Rubiales or allegedly Petrominerales for delivery to the holder of the Incentive Share Award or Deferred Common Share Award in exchange for payment by Pacific Rubiales or Petrominerales to ExploreCo of a cash amount equal to the five day volume weighted average trading price of the ExploreCo Shares for the first five trading days following the Effective Date.
(7) The Parties shall promptly notify each other if at any time before the Effective Date it becomes aware that the Circular contains an untrue statement of a material fact, fact or material omission or alleged omission.
(6) Each Party shall promptly notify the other Parties if it becomes aware (in the case of the Purchaser, only in respect of information relating to the Purchaser and the Purchaser Parent,) that the Circular contains any Misrepresentation, untrue statement of a material fact, or omission omits to state a material fact required to be stated therein or necessary in order to make the statements made therein, contained therein not misleading in light of the circumstances under in which they were are made, not misleading or that otherwise require requires an amendment or supplement. The supplement to the Circular, and the Parties shall cooperate co-operate in the preparation of any such amendment or supplement to the Circular, as required or appropriate, and the Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders andPetrominerales shall, if required by the Court or by Lawapplicable Laws, promptly mail or otherwise publicly disseminate any amendment or supplement to the Circular to the Shareholders and file the same with the Securities Authorities or any other Governmental Entity and as otherwise required.
(8) If required by Colombian Securities Laws, the Circular will be translated into Spanish.
Appears in 1 contract
Sources: Arrangement Agreement
The Circular. (1) The Corporation shall, as promptly as reasonably practicable, prepare and complete, in consultation with the Purchaser and Purchaser, the Circular together with any other documents required by Law in connection with the Meeting and the Arrangement, including obtaining the Fairness Opinion for inclusion in the Circular, and the Corporation shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the CircularCircular and such other documents to be filed and sent to each Shareholder and other Persons as required by the Interim Order and Law, and suchin each case so as to permit the Meeting to be held by the date specified in Section 2.4(1).
(2) The Corporation shall ensure that the Circular complies in all material respects with Law, does not contain any Misrepresentation or 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 made therein, contained herein not misleading in light of the circumstances under in which they were made, not misleading are made (other than in respect to any information, including written information with respect to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular)) and provides the Shareholders with sufficient information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before the Meeting. Without limiting the generality of the foregoing, the Circular must include: :
(ia) summaries a summary and copies copy of each of the Fairness Opinion, ;
(iib) a statement that the Independent Special Committee has received the Fairness Opinion Opinions and has, after receiving legal and financial advice, unanimously recommended that the Board approve this Agreement, the Arrangement Agreement and recommend that the Shareholders (other than the holders of the Excluded Shares) vote in favour of the Arrangement Resolution, ;
(iiic) a statement that the Board has received the each of the Fairness OpinionOpinions, and has unanimously (with interested directors abstaining from voting)has, after receiving legal and financial advice and the recommendation of the Independent Special Committee, determined that made the Arrangement Resolution is in the best interests Board Recommendation; and
(d) disclosure of the Corporation and is fair to the Shareholders (other than the holders of the Excluded Shares) and that the Board unanimously (with interested directors abstaining from voting) recommends that the Shareholders (other than the holders of the Excluded Shares) vote in favour of the Arrangement Resolution (the “Board Recommendation”), (iv) a statement that the Board has withdrawn its support for, and recommendation that SVS Shareholders vote in favour of the ▇. ▇▇▇▇▇▇▇ Arrangement, (v) a statement that directors and executive officers of the Corporation and the trustees of the Voting Trust who own Subordinate Voting Shares have entered into D&O are subject to Support and Voting Agreements pursuant to which they intend to vote all of their Subordinate Voting Shares in favour of the Arrangement Resolution and (vi) a statement that ▇. ▇▇▇▇▇▇▇ has entered into the ▇. ▇▇▇▇▇▇▇ Support and Voting Agreement pursuant to which he intends to vote (or cause to be voted) all of Shares owned or controlled by him in favour of the Arrangement Resolution.
(3) The Corporation shall give the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its outside legal counsel, and agrees that all information relating solely to the Purchaser and its Affiliates that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular Circular, and any information describing the terms of the Arrangement and/or the Plan of Arrangement, must be in a form and content satisfactory to the Purchaser, acting reasonably. The Corporation shall provide the Purchaser with a final copy of the Circular prior to its mailing to the Shareholders.
(4) The Purchaser shall provide in writing to the Corporation all necessary information concerning the Purchaser and its Affiliates that is required by applicable Law to be included by the Corporation in the Circular or in other related documents, and shall ensure that such information does not contain any Misrepresentation or any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleadingMisrepresentation.
(5) The Purchaser hereby agrees to indemnify and save harmless the Corporation, Corporation and its Subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any of Corporation or its Subsidiaries or any of their respective Representatives may be subject or may suffer as a result of, or arising from, any Misrepresentation, alleged Misrepresentation, untrue or allegedly untrue statement of a material fact, or material omission Misrepresentation or alleged omission Misrepresentation contained in any written information included in the Circular that was provided in writing by or on behalf of the Purchaser or its Representatives for inclusion in the Circular concerning the Purchaser (including in respect of any agreements, commitments or understandings between any of them not involving the Corporation), including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Securities Authority or other Governmental Entity based on such a Misrepresentation, Misrepresentation or alleged Misrepresentation, untrue or allegedly untrue statement of a material fact, or material omission or alleged omission.
(6) Each Party shall promptly notify the other Parties Party if it becomes aware (in the case of the Purchaser, only in respect of information relating to the Purchaser and the Purchaser Parent,) that the Circular contains any a Misrepresentation, untrue statement of a material fact, or omission to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading or otherwise require requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as requiredEntity.
Appears in 1 contract
Sources: Arrangement Agreement