Common use of The Circular Clause in Contracts

The Circular. (a) Subject to the Purchaser’s compliance with Section 2.4(d), the Company shall, as promptly as reasonably practicable, prepare and complete, in consultation with the Purchaser, the Circular together with any other documents required by Law in connection with the Meeting and the Arrangement, and the Company shall as soon as reasonably practicable, after obtaining the Interim Order, cause the Circular and such other documents to be filed and sent to each Company Shareholder and other Persons as required by the Interim Order and Law, in each case so as to permit the Meeting to be held by the date specified in Section 2.3. (b) The Company shall ensure that the Circular complies in all material respects with Law and the Interim Order, does not contain any Misrepresentation (provided that the Company shall not be responsible for the accuracy of any information furnished by the Purchaser in writing specifically for purposes of inclusion in the Circular pursuant to Section 2.4(d)) and provides Company 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 include: (i) a summary and copy of the Fairness Opinion; (ii) a statement that the Company Board has unanimously approved the Arrangement Agreement and recommend to Company Shareholders that they vote their Company Shares in favour of the Arrangement Resolution; (iii) a statement that the Company Board, after consulting with outside legal and financial advisors, has unanimously determined that the Arrangement is in the best interests of the Company, and unanimously recommends that Company Shareholders vote in favour of the Arrangement Resolution (the “Company Board Recommendation”); and (iv) a statement that each of the directors and officers and certain shareholders of the Company has signed a Voting Support Agreement, pursuant to which, and subject to the terms thereof, each has committed to, among other things, vote all of his or her Purchaser Shares in favour of the Arrangement Resolution (c) The Company shall give the Purchaser and Purchaser’s 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 them, and agrees that all information relating solely to the Purchaser or any of its Affiliates included in the Circular must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of the Circular prior to mailing to Company Shareholders. (d) The Purchaser shall provide the Company, on a timely basis, all information concerning the Purchaser and its Affiliates required by Law to be included in the Circular, and shall ensure that such information does not contain any Misrepresentation. (e) Each Party shall promptly notify the other Parties 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 Company shall promptly mail, file or otherwise publicly disseminate, in accordance with Law, any such amendment or supplement to Company Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Authority as required. (f) The Company shall promptly notify the Purchaser upon the receipt of any correspondence, whether written or oral, from any Securities Authority or the staff of a Securities Authority with respect to the Circular, or any request from any Securities Authority or the staff of a Securities Authority for information related to the Circular or the Meeting or amendments or supplements to the Circular, and shall promptly provide the Purchaser with copies of all correspondence between the Company and its Representatives, on the one hand, and the Securities Authority or the staff of the Securities Authority, on the other hand. The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any correspondence from any Securities Authority or the staff of a Securities Authority with respect to the Circular, and the Company shall consult with the Purchaser and Purchaser’s Counsel prior to submitting to the Securities Authority or the staff of the Securities Authority any response to any such correspondence. In connection with the filing of the Circular or the dissemination thereof to Company Shareholders, or submitting to any Securities Authority or the staff of a Securities Authority any response to any correspondence from the Securities Authority or the staff of the Securities Authority with respect thereto, the Company shall provide the Purchaser and Purchaser’s Counsel a reasonable opportunity to review and comment on such documents and responses, and the Company will incorporate any reasonable comments of the Purchaser and/or Purchaser’s Counsel prior to such filing, dissemination or submission.

The Circular. (1) As promptly as reasonably practicable following execution of this Agreement, Company shall (a) Subject to the Purchaser’s compliance with Section 2.4(d), the Company shall, as promptly as reasonably practicable, prepare and complete, in consultation with the Purchaser, the Circular together with any other documents required by Law the BCBCA and Applicable Securities Laws in connection with the Meeting and the Arrangement, (b) file the Circular in all Canadian jurisdictions where the same is required to be filed under applicable Laws, and (c) send the Company shall Circular as soon as reasonably practicable, after obtaining required under Applicable Securities Laws and the Interim Order, cause the Circular and such other documents to be filed and sent to each Company Shareholder and other Persons as required by the Interim Order and Law, in each case so as to permit the Meeting to be held by the date specified in Section 2.32.3(1) in compliance with applicable Laws and the BCBCA. (b2) The Company shall ensure that the Circular complies in all material respects with Law applicable Laws and the Interim Order, does not contain any Misrepresentation (provided that the Company shall not be responsible for the accuracy of other than, in each case, with respect to: (a) any information furnished by or relating to the Purchaser in writing specifically Purchaser, its affiliates and their respective Representatives, or derived therefrom, for purposes of inclusion in the Circular pursuant (including any pro forma financial information); (b) the Purchaser Public Documents included in or incorporated by reference into the Circular; and information related to Section 2.4(d)Purchaser or derived from the materials described in clauses (a) and provides Company Shareholders with sufficient information to permit them to form a reasoned judgement concerning (b) above, if approved in writing by the matters to be placed before Purchaser or its legal counsel (such exceptions, collectively, the Meeting“Purchaser Information”). Without limiting the generality of the foregoing, the Circular must include: (i) a summary and copy of the Fairness Opinion; , (ii) a statement that the Company Board has unanimously approved received the Arrangement Agreement Fairness Opinion and recommend to Company Shareholders that they vote their Company Shares in favour of the Arrangement Resolution; (iii) a statement that the Company BoardBoard has, after consulting with receiving advice of outside legal and financial advisors, has unanimously determined that the Arrangement execution, delivery and performance of this Agreement is in the best interests of the Company, Company and unanimously the Arrangement is fair to the Company Shareholders and recommends that the Company Shareholders vote in favour of the Arrangement Resolution (the “Company Board Recommendation”); , and (iviii) a statement that each of the directors and officers and certain shareholders of Locked-up Shareholders have entered into the Company has signed a Voting Support Agreement, pursuant Agreements and have agreed to which, and subject to the terms thereof, each has committed to, among other things, vote all of his or her Purchaser their Company Shares in favour of the Arrangement ResolutionResolution and against any resolution submitted by any Company Shareholder that is contrary to the contemplated terms of the Arrangement. (c3) The Company shall give Prior to the printing of the Circular, Purchaser and Purchaser’s Counsel 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 themPurchaser and by Purchaser’s legal counsel, and agrees provided that all information relating solely Purchaser Information, the description of the background to the Purchaser or any Arrangement and the summary of its Affiliates included in the Circular terms, conditions and effects of the Arrangement must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of the Circular prior to mailing to Company Shareholders. (d4) The Purchaser shall promptly provide the Company, on a timely basis, Company with all information concerning the necessary Purchaser and its Affiliates Information that is required by Law or any Governmental Entity to be included by the Company in the Circular or other related documents and use commercially reasonable efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Circular, Circular and to the identification in the Circular of each such advisor and shall ensure that such information all Purchaser Information does not contain any MisrepresentationMisrepresentation concerning the Purchaser, any of its Subsidiaries or the Purchaser Shares. (e5) Each Party shall promptly notify the other Parties Party if it becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall co-operate cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate, in accordance with Law, disseminate any such amendment or supplement to Company Shareholders any Person to whom the Circular was required to be mailed under Applicable Securities Laws and the Interim Order and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Authority Entity as required. (f) The Company shall promptly notify the Purchaser upon the receipt of any correspondence, whether written or oral, from any Securities Authority or the staff of a Securities Authority with respect to the Circular, or any request from any Securities Authority or the staff of a Securities Authority for information related to the Circular or the Meeting or amendments or supplements to the Circular, and shall promptly provide the Purchaser with copies of all correspondence between the Company and its Representatives, on the one hand, and the Securities Authority or the staff of the Securities Authority, on the other hand. The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any correspondence from any Securities Authority or the staff of a Securities Authority with respect to the Circular, and the Company shall consult with the Purchaser and Purchaser’s Counsel prior to submitting to the Securities Authority or the staff of the Securities Authority any response to any such correspondence. In connection with the filing of the Circular or the dissemination thereof to Company Shareholders, or submitting to any Securities Authority or the staff of a Securities Authority any response to any correspondence from the Securities Authority or the staff of the Securities Authority with respect thereto, the Company shall provide the Purchaser and Purchaser’s Counsel a reasonable opportunity to review and comment on such documents and responses, and the Company will incorporate any reasonable comments of the Purchaser and/or Purchaser’s Counsel prior to such filing, dissemination or submission.

The Circular. (1) As promptly as reasonably practicable following execution of this Agreement, Company shall (a) Subject to the Purchaser’s compliance with Section 2.4(d), the Company shall, as promptly as reasonably practicable, prepare and complete, in consultation with the Purchaser, the Circular together with any other documents required by Law the OBCA and Applicable Securities Laws in connection with the Meeting and the Arrangement, (b) file the Circular in all Canadian jurisdictions where the same is required to be filed under applicable Laws, and (c) mail the Company shall Circular as soon as reasonably practicable, after obtaining required under Applicable Securities Laws and the Interim Order, cause the Circular and such other documents to be filed and sent to each Company Shareholder and other Persons as required by the Interim Order and Law, in each case so as to permit the Meeting to be held by the date specified in Section 2.32.3(1). (b2) The Company shall ensure that the Circular complies in all material respects with Law and the Interim Orderapplicable Laws, does not contain any Misrepresentation (provided that the Company shall not be responsible for the accuracy of other than, in each case, with respect to: (a) any information furnished by or relating to the Purchaser in writing specifically Purchaser, its affiliates and their respective Representatives, or derived therefrom, for purposes of inclusion in the Circular pursuant (including any pro forma financial information); (b) the Purchaser Public Documents included or incorporated by reference into the Circular; and information related to Section 2.4(d)the Purchaser or derived from the materials described in clauses (a) and provides Company Shareholders with sufficient information to permit them to form a reasoned judgement concerning b) above, if approved in writing by the matters to be placed before Purchaser or its legal counsel (such exceptions, collectively, the Meeting“Purchaser Information”). Without limiting the generality of the foregoing, the Circular must include: (i) a summary and copy of the Fairness Opinion; , (ii) a statement that the Company Board has unanimously approved received the Arrangement Agreement Fairness Opinion and recommend to Company Shareholders that they vote their Company Shares in favour of the Arrangement Resolution; (iii) a statement that the Company BoardBoard has, after consulting with receiving advice of outside legal and financial advisors, has unanimously determined that the Arrangement execution, delivery and performance of this Agreement is in the best interests of the Company, Company and unanimously the Arrangement is fair to the Company Shareholders and recommends that the Company Shareholders vote in favour of the Arrangement Resolution (the “Company Board Recommendation”); , and (iviii) a statement that each of the directors and officers and certain shareholders of Locked-up Shareholders have entered into the Company has signed a Voting Support Agreement, pursuant Agreements and have agreed to which, and subject to the terms thereof, each has committed to, among other things, vote all of his or her Purchaser their Company Shares in favour of the Arrangement ResolutionResolution and against any resolution submitted by any Company Shareholder that is contrary to the contemplated terms of the Arrangement. (c3) The Company shall give Prior to the printing of the Circular, Purchaser and Purchaser’s Counsel 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 themPurchaser and by Purchaser’s legal counsel, and agrees provided that all information relating solely to the Purchaser or any of its Affiliates included in the Circular Information must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of the Circular prior to mailing to Company Shareholders. (d4) The Purchaser shall provide the Company, on a timely basis, Company with all information concerning the necessary Purchaser and its Affiliates Information that is required by Law or any Governmental Entity to be included by the Company in the Circular or other related documents and use commercially reasonable efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Circular, Circular and to the identification in the Circular of each such advisor and shall ensure that such information all Purchaser Information does not contain any MisrepresentationMisrepresentation concerning the Purchaser, any of its Subsidiaries or the Purchaser Shares. (e5) Each Party shall promptly notify the other Parties Party if it becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall co-operate cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate, in accordance with Law, disseminate any such amendment or supplement to Company Shareholders any Person to whom the Circular was required to be mailed under Applicable Securities Laws and the Interim Order and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Authority Entity as required. (f) The Company shall promptly notify the Purchaser upon the receipt of any correspondence, whether written or oral, from any Securities Authority or the staff of a Securities Authority with respect to the Circular, or any request from any Securities Authority or the staff of a Securities Authority for information related to the Circular or the Meeting or amendments or supplements to the Circular, and shall promptly provide the Purchaser with copies of all correspondence between the Company and its Representatives, on the one hand, and the Securities Authority or the staff of the Securities Authority, on the other hand. The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any correspondence from any Securities Authority or the staff of a Securities Authority with respect to the Circular, and the Company shall consult with the Purchaser and Purchaser’s Counsel prior to submitting to the Securities Authority or the staff of the Securities Authority any response to any such correspondence. In connection with the filing of the Circular or the dissemination thereof to Company Shareholders, or submitting to any Securities Authority or the staff of a Securities Authority any response to any correspondence from the Securities Authority or the staff of the Securities Authority with respect thereto, the Company shall provide the Purchaser and Purchaser’s Counsel a reasonable opportunity to review and comment on such documents and responses, and the Company will incorporate any reasonable comments of the Purchaser and/or Purchaser’s Counsel prior to such filing, dissemination or submission.

The Circular. (a1) Subject to the Purchaser’s and the Parent’s compliance with Section 2.4(d2.6(4), the Company shall, as Fund shall promptly as reasonably practicable, prepare and complete, in consultation with the Purchaser, the Circular together with any other documents required by Law in connection with the Meeting and the ArrangementTransaction, and the Company shall Fund shall, as soon as reasonably practicable, practicable after obtaining the Interim Orderdate hereof, cause the Circular and such other documents to be filed and sent to each Company Shareholder Unitholder and other Persons as required by Law and the Interim Order and LawFund’s Constating Documents, in each case so as to permit the Meeting to be held by the date specified in Section 2.32.5(1). (b2) The Company Fund shall ensure that the Circular complies in all material respects with Law and the Interim OrderLaw, does not contain any Misrepresentation (provided that the Company Fund shall not be responsible for the accuracy of any information furnished by the Purchaser in writing specifically for purposes of inclusion in the Circular pursuant to Section 2.4(d2.6(4)) and provides Company Shareholders the Unitholders 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 include: (i) a summary and copy of the Fairness Opinion; , (ii) a statement that the Company Special Committee has received the Fairness Opinion, and has, after receiving legal and financial advice unanimously recommended that the Board has unanimously approved the Arrangement Agreement and recommend to Company Shareholders that they vote their Company Shares in favour of the Arrangement Resolution; approve this Agreement, (iii) a statement that the Company BoardBoard has received the Fairness Opinion and the independent directors of the Board have unanimously determined, after consulting based upon, among other things, the recommendation of the Special Committee and consultation with outside legal counsel and financial advisors, has unanimously determined that the Arrangement Transaction is fair, from a financial point of view, to the Fund and it would be in the best interests of the Company, Fund and unanimously the Unitholders to enter into this Agreement and recommends that Company Shareholders the Unitholders vote in favour of the Arrangement Transaction Resolution (the “Company Board Recommendation”); and (iv) a statement that each member of the directors Board and officers and certain shareholders executive officer of the Company Fund GP has signed a Voting entered into the Support Agreement, Agreements pursuant to which, and subject to the terms thereofits terms, each such director and officer has committed to, among other things, to vote all of his or her Purchaser Shares in favour of the Arrangement Transaction Resolution. (c3) The Company Fund shall give the Purchaser Purchaser, the Parent and Purchaser’s Counsel their respective 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 themthe Purchaser, the Parent and their respective legal counsel, and agrees that all information relating solely to the Purchaser or any of its Affiliates the Parent included in the Circular must be in a form and content satisfactory to the PurchaserPurchaser or the Parent, as applicable, acting reasonably. The Company shall provide the Purchaser with a final copy of the Circular prior to mailing to Company Shareholders. (d4) The Each of the Purchaser and the Parent shall provide the Company, on a timely basis, all necessary information concerning the Purchaser and its Affiliates the Parent, as applicable, that is requested by the Fund and required by Law to be included by the Fund in the CircularCircular to the Fund in writing, and shall ensure that such information does not contain any Misrepresentation. (e5) The Purchaser hereby indemnifies and saves harmless the Fund Entities and their Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which they may be subject or may suffer as a result of, or arising from, any Misrepresentation or alleged Misrepresentation contained in any information included in the Circular that was provided by the Purchaser or its Representatives in writing for inclusion in the Circular pursuant to Section 2.6(4), 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 or alleged Misrepresentation. (6) Each Party shall promptly notify the other Parties 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 Company Fund shall promptly mail, file or otherwise publicly disseminate, in accordance with Law, disseminate any such amendment or supplement to Company Shareholders the Unitholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Authority as requiredEntity. (f) The Company shall promptly notify the Purchaser upon the receipt of any correspondence, whether written or oral, from any Securities Authority or the staff of a Securities Authority with respect to the Circular, or any request from any Securities Authority or the staff of a Securities Authority for information related to the Circular or the Meeting or amendments or supplements to the Circular, and shall promptly provide the Purchaser with copies of all correspondence between the Company and its Representatives, on the one hand, and the Securities Authority or the staff of the Securities Authority, on the other hand. The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any correspondence from any Securities Authority or the staff of a Securities Authority with respect to the Circular, and the Company shall consult with the Purchaser and Purchaser’s Counsel prior to submitting to the Securities Authority or the staff of the Securities Authority any response to any such correspondence. In connection with the filing of the Circular or the dissemination thereof to Company Shareholders, or submitting to any Securities Authority or the staff of a Securities Authority any response to any correspondence from the Securities Authority or the staff of the Securities Authority with respect thereto, the Company shall provide the Purchaser and Purchaser’s Counsel a reasonable opportunity to review and comment on such documents and responses, and the Company will incorporate any reasonable comments of the Purchaser and/or Purchaser’s Counsel prior to such filing, dissemination or submission.