Common use of The Circular Clause in Contracts

The Circular. (a) As promptly as reasonably practicable after the execution of this Agreement, 724 Solutions shall prepare and complete, in consultation with Holdings, the Circular (and any amendments or supplements thereto) together with any other documents required by the Securities Act, the 1933 Act, the Exchange Act, the CBCA, the OBCA and other applicable Laws in connection with Meeting and the Arrangement. As promptly as reasonably practicable thereafter, and after obtaining the Interim Order, but subject to obtaining any required Regulatory Approvals in connection with mailing the Circular, 724 Solutions shall cause the Circular and other documentation required in connection with the Meeting to be sent to each Shareholder and Holders of Cashed-out Options and to be filed with applicable Governmental Entities, as required by the Interim Order and applicable Laws. 724 Solutions shall provide Holdings a reasonable opportunity to review and comment on drafts of the Circular and other documentation referred to above in the course of its preparation and shall not file or amend such documentation without the consent of Holdings as to those portions of the Circular and other documentation which references or relates to Holdings or its Affiliates, that consent not to be unreasonably withheld or delayed. Except for individual proxies and other non-substantive communications, 724 Solutions shall furnish promptly to Holdings a copy of each notice, report, report of proxies submitted, schedule or other document or communication delivered, filed or received by 724 Solutions in connection with the Arrangement. (b) The Circular shall include the recommendation and representation of the board of directors of 724 Solutions in respect of the Arrangement as set out in Section 2.8. Notwithstanding any other provision of this Agreement, the board of directors of 724 Solutions may change its recommendation in respect of the Arrangement from that set forth in Section 2.8, if the board of directors concludes, in good faith, after receiving the advice of outside counsel and financial advisors that is reflected in the minutes of a meeting of the board of directors, that such action is necessary for such board of directors to act in a manner consistent with its fiduciary duty or applicable Laws and, in the event that Section 6.3 is applicable, if 724 Solutions has paid any fee applicable thereunder. The foregoing shall not relieve the board of directors of 724 Solutions from any of its obligation in respect of proceeding to call and hold the Meeting and holding the vote of Shareholders and Holders of Cashed-out Options.

The Circular. 2.4.1 The Vendor shall: (ai) As as promptly as reasonably practicable after the execution of this Agreement, 724 Solutions shall prepare and complete, in consultation with Holdingsthe Purchaser as contemplated by this Section 2.4, the Circular (and any amendments or supplements thereto) together with any other documents required by the Securities Act, the 1933 Act, the Exchange Act, the CBCA, the OBCA and other applicable Laws Law in connection with Meeting the Meeting; and the Arrangement. As (ii) as promptly as reasonably practicable thereafterpracticable, and after obtaining the Interim Order, but subject to obtaining any required Regulatory Approvals in connection with mailing the Circular, 724 Solutions shall cause the Circular and such other documentation documents to be filed with or furnished to the Securities Authorities and the CSE as required by Law and disseminated to each Shareholder and other Persons as required by Law, in connection with each case so as to permit the Meeting to be sent held in accordance with Section 2.3. 2.4.2 The Vendor shall ensure that the Circular complies in all material respects with the Law, does not contain any Misrepresentation (except the Vendor shall not be responsible for any information included in the Circular related to each Shareholder the Purchaser or its representatives that is provided by the Purchaser or its representatives) and Holders of Cashed-out Options and provides the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be filed placed before the Meeting. Without limiting the generality of the foregoing, the Circular must include: (i) copy of a fairness opinion with applicable Governmental Entitiesrespect to the sale of the Purchased Assets; (ii) a statement that the Board has unanimously, as required after receiving legal and financial advice, determined that the Purchase Price to be received by the Interim Order Vendor is fair, from a financial point of view to the Shareholders and applicable Laws. 724 Solutions unanimously recommends that Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), and (iii) a statement that each executive officer who owns Shares and each director of the Vendor who owns Shares intends to vote all of such Person’s Shares in favour of the Arrangement Resolution, subject to the other terms of this Agreement and the corresponding Support Agreement; and (iv) a statement that the Supporting Shareholders have each entered into their respective Support Agreements. 2.4.3 The Vendor shall provide Holdings give the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other documentation referred related documents, and shall give reasonable consideration to above any comments made by the Purchaser and its legal counsel. 2.4.4 The Purchaser shall provide in writing to the Vendor all necessary information concerning the Purchaser and its Affiliates that is required by applicable Law to be included by the Vendor in the course of its preparation Circular or other related documents, and shall ensure that such information does not contain any Misrepresentation. 2.4.5 Each Party shall promptly notify the other Party if it becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Vendor shall promptly mail, file or amend otherwise publicly disseminate any such documentation without amendment or supplement to the consent of Holdings as to those portions of Shareholders and, if required by the Circular and other documentation which references Court or relates to Holdings or its Affiliatesby Law, that consent not to be unreasonably withheld or delayed. Except for individual proxies and other non-substantive communications, 724 Solutions shall furnish promptly to Holdings a copy of each notice, report, report of proxies submitted, schedule or other document or communication delivered, filed or received by 724 Solutions in connection file the same with the Arrangement. (b) The Circular shall include the recommendation and representation of the board of directors of 724 Solutions in respect of the Arrangement as set out in Section 2.8. Notwithstanding Securities Authorities or any other provision of this Agreement, the board of directors of 724 Solutions may change its recommendation in respect of the Arrangement from that set forth in Section 2.8, if the board of directors concludes, in good faith, after receiving the advice of outside counsel and financial advisors that is reflected in the minutes of a meeting of the board of directors, that such action is necessary for such board of directors to act in a manner consistent with its fiduciary duty or applicable Laws and, in the event that Section 6.3 is applicable, if 724 Solutions has paid any fee applicable thereunder. The foregoing shall not relieve the board of directors of 724 Solutions from any of its obligation in respect of proceeding to call and hold the Meeting and holding the vote of Shareholders and Holders of Cashed-out OptionsGovernmental Authority.

The Circular. (a1) As The Corporation shall, as promptly as reasonably practicable practicable, and in any event within fifteen (15) Business Days after the execution date of this Agreement, 724 Solutions shall prepare and complete, in consultation with Holdingsthe Parent, the Circular (and any amendments or supplements thereto) together with any other documents required by the Securities Act, the 1933 Act, the Exchange Act, the CBCA, the OBCA and other applicable Laws Law in connection with the Meeting and the Arrangement, and file the Circular in preliminary form with the SEC, together with any such documents. As promptly as reasonably practicable thereafter, following the SEC Clearance Date and after obtaining receipt of the Interim Order, but subject and in any event prior to obtaining any required Regulatory Approvals in connection with mailing the CircularMailing Deadline, 724 Solutions shall cause the Circular and such other documentation required in connection with the Meeting documents to be filed and sent to each Shareholder and Holders of Cashed-out Options and to be filed with applicable Governmental Entities, other Persons as required by the Interim Order and applicable LawsLaw, in 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 applicable Law, does not contain a misrepresentation (other than, in each case, with respect to any information furnished by the Parent, its affiliates and their respective Representatives 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. 724 Solutions Without limiting the generality of the foregoing, the Circular shall provide Holdings include: (a) a summary and copy of the Fairness Opinion; and (b) a statement that the Board has received the Fairness Opinion, and has, after receiving legal and financial advice made the Board Recommendation. (3) The Corporation shall give the Parent and its outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other documentation referred to above in all documents required for Court approval of the course Plan of its preparation Arrangement and the granting of the Interim Order and Final Order, and shall not file give reasonable consideration to any comments made by the Parent and its outside legal counsel, and agrees that all information relating to the Parent 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 Parent, acting reasonably. The Corporation shall provide the Parent with all comments, written or amend such documentation without oral, received from the consent of Holdings as SEC, promptly (and in any event within twenty-four (24) hours) upon receipt from the SEC, and give the Parent and its outside legal counsel a reasonable opportunity to those portions review and comment on any responses, written or oral, submitted or proffered to the SEC. In addition, the Corporation shall provide the Parent with a final copy of the Circular and other documentation which references or relates prior to Holdings or its Affiliates, that consent not mailing to be unreasonably withheld or delayed. Except for individual proxies and other non-substantive communications, 724 Solutions shall furnish promptly to Holdings a copy of each notice, report, report of proxies submitted, schedule or other document or communication delivered, filed or received by 724 Solutions in connection with the ArrangementShareholders. (b4) The Parent shall provide on a timely basis in writing to the Corporation all necessary information concerning the Parent and its affiliates that is required by applicable Law to be included by the Corporation in the Circular or other related documents, and shall include ensure that such information does not contain any misrepresentations. (5) Each Party shall promptly (and in any event within twenty-four (24) hours) notify the recommendation other Party if it becomes aware that the Circular contains a misrepresentation, or otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and representation of the board of directors of 724 Solutions in respect of Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Arrangement as set out in Section 2.8. Notwithstanding Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other provision of this Agreement, the board of directors of 724 Solutions may change its recommendation in respect of the Arrangement from that set forth in Section 2.8, if the board of directors concludes, in good faith, after receiving the advice of outside counsel and financial advisors that is reflected in the minutes of a meeting of the board of directors, that such action is necessary for such board of directors to act in a manner consistent with its fiduciary duty or applicable Laws and, in the event that Section 6.3 is applicable, if 724 Solutions has paid any fee applicable thereunder. The foregoing shall not relieve the board of directors of 724 Solutions from any of its obligation in respect of proceeding to call and hold the Meeting and holding the vote of Shareholders and Holders of Cashed-out OptionsGovernmental Entity.