The Company Circular. (1) Subject to compliance by the Purchaser and/or the Parent with this Section 2.4, promptly after the execution of this Agreement, the Company shall prepare and complete the Company Circular together with any other documents required by the NSCA, Applicable Securities Laws and other applicable Laws in connection with the Company Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and other documentation required in connection with the Company Meeting to be filed and to be sent to each Shareholder, each holder of Options, Warrants and SARs, the directors of the Company, the auditors of the Company and any other persons as required by the Interim Order and applicable Laws, in each case so as to permit the Company Meeting to be held within the time required by Section 2.3(1). (2) The Company shall ensure that the Company Circular complies in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, that the Company Circular shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information furnished by the Parent, the Purchaser or their affiliates) 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 Company Meeting. The Company Circular shall include the Company Recommendation. (3) The Purchaser and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related thereto, and reasonable consideration shall be given to any comments made by the Purchaser and its counsel, provided that all information relating solely to the Purchaser, the Parent or their affiliates included in the Company Circular shall be in form and content satisfactory to the Purchaser, acting reasonably. (4) The Purchaser and the Parent shall furnish to the Company all such information concerning the Purchaser, the Parent and their respective affiliates and any financing sources, as applicable, as may be reasonably required by the Company in the preparation of the Company Circular and other documents related thereto, and the Purchaser and the Parent shall ensure that no such information shall contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company Circular in order to make any information so furnished not misleading in light of the circumstances in which it is disclosed. (5) The Purchaser and the Parent shall jointly and severally indemnify and save harmless the Company’s Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s Representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of: (i) any misrepresentation or alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates included in the Company Circular that is provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular; and (ii) any order made, or any inquiry, investigation or proceeding by any Governmental Entity (including any Securities Authority), to the extent based on any misrepresentation or any alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates and provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular. (6) The Company, the Purchaser and the Parent shall promptly notify each other if at any time before the Effective Date it becomes aware that the Company Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Company Circular, as required or appropriate, and the Company shall, subject to compliance by the Purchaser and/or the Parent with this Section 2.4, and, if required by the Court or applicable Laws, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Securities Authorities and as otherwise required.
Appears in 4 contracts
Sources: Acquisition Agreement, Acquisition Agreement, Acquisition Agreement
The Company Circular. (1a) Subject to compliance with Section 2.4(d) by the Purchaser and/or the Parent with this Section 2.4, promptly after the execution of this Agreementother Parties, the Company shall promptly prepare and complete the Company Circular together with any other documents required by the NSCA, Applicable Securities Laws and other applicable Laws Law in connection with the Company Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and such other documentation required in connection with the Company Meeting documents to be filed and to be sent to each Shareholder, each holder of Options, Warrants Company Shareholder and SARs, the directors of the Company, the auditors of the Company and any other persons Person as required by the Interim Order and applicable LawsLaw, in each case so as to permit the Company Meeting to be held within the time required by as soon as reasonably practicable, as specified in Section 2.3(12.3(b).
(2b) The On the date of mailing thereof, the Company shall ensure that the Company Circular complies in all material respects with all applicable LawsLaw and the Interim Order, and, without does not contain any Misrepresentation (except that the Company shall not be responsible for any information included in the Company Circular related to the other Parties or their respective affiliates that was furnished by any of the other Parties for inclusion in the Company Circular pursuant to Section 2.4(d)) and provides the Company Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, that the Company Circular shall not contain include:
(i) a statement that the Board has unanimously (subject to any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make abstentions), after receiving legal and financial advice, determined that the statements contained therein not misleading Arrangement Resolution is in light the best interests of the circumstances in which they are made (other than with respect to any information furnished by the Parent, the Purchaser or their affiliates) Company 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 recommends that the Company Meeting. The Company Circular shall include Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), and (ii) a statement that each director and senior officer of the Company Recommendationhas agreed to vote any Common Shares owned or controlled by such individual in favour of the Arrangement Resolution pursuant to the Support and Voting Agreements.
(3c) The Purchaser Company shall give the other Parties and its their respective legal counsel shall be given and financial advisors a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related theretodocuments, and shall give reasonable consideration shall be given to any comments made by the Purchaser them, and its counsel, provided agrees that all information relating solely to the Purchaser, the Parent other Parties or their respective affiliates included in the Company Circular shall must be in a form and content satisfactory to the Purchaserapplicable other Party, acting reasonably.
(4d) The Purchaser and Each of the Parent other Parties shall furnish to provide the Company with, on a timely basis, all information regarding such information concerning the Purchaser, the Parent other Party and their respective its affiliates and any financing sources, as applicable, as may be reasonably required by the Company in the preparation of the Company Circular and other documents related thereto, and the Purchaser and the Parent shall ensure that no such information shall contain any untrue statement of a material fact or omit to state a material fact required to be stated applicable Laws for inclusion in the Company Circular or in order any amendments or supplements to make the Company Circular. The applicable other Party shall ensure that such information does not contain any information so furnished not misleading in light of the circumstances in which it is disclosedMisrepresentation.
(5e) The Purchaser and the Parent shall jointly and severally indemnify and save harmless the Company’s Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s Representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(i) any misrepresentation or alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates included in the Company Circular that is provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular; and
(ii) any order made, or any inquiry, investigation or proceeding by any Governmental Entity (including any Securities Authority), to the extent based on any misrepresentation or any alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates and provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular.
(6) The Company, the Purchaser and the Parent Each Party shall promptly notify each the other Parties if at any time before the Effective Date it becomes aware that the Company Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are madeMisrepresentation, or that otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shallshall promptly mail, subject file or otherwise publicly disseminate any such amendment or supplement to compliance by the Purchaser and/or the Parent with this Section 2.4, Company Shareholders and, if required by the Court or applicable Lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Securities Authorities and or any other Governmental Entity as otherwise required.
Appears in 2 contracts
Sources: Arrangement Agreement, Arrangement Agreement
The Company Circular. (1) Subject to compliance by the Purchaser and/or the Parent with this Section 2.4, promptly after the execution of this Agreement, the Company shall prepare and complete the Company Circular together with any other documents required by the NSCACBCA, Applicable Securities Laws and other applicable Laws and the rules and policies of the Exchanges in connection with the Company Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and other documentation required in connection with the Company Meeting to be filed and to be sent to each Shareholder, each holder of Options, Warrants Shareholder and SARs, the directors of the Company, the auditors of the Company and any other persons as required by the Interim Order and applicable Laws, in each case so as to permit the Company Meeting to be held within the time required by Section 2.3(1).
(2) The Company shall ensure that the Company Circular complies in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, that the Company Circular shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to provided that the Company shall not be responsible for the accuracy of any information furnished by the Parent, the Purchaser or their affiliatesParties) 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 Company Meeting. The Subject to Section 7.2(9), the Company Circular shall include the Company Recommendationunanimous recommendation (subject to abstentions) of the Board of Directors that the Shareholders vote in favour of the Arrangement Resolution and shall include a copy of the Fairness Opinions.
(3) The Purchaser and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related thereto, and reasonable consideration shall be given to any comments made by the Purchaser and its counsel, provided that all information relating solely to the Purchaser, the Parent or their affiliates Purchaser Parties included in the Company Circular shall be in form and content satisfactory to the Purchaser, acting reasonably.
(4) The Purchaser and the Parent shall furnish to the Company all such information concerning the Purchaser, the Parent and their respective affiliates Purchaser Parties and any financing sources, as applicable, as may be reasonably required by the Company in the preparation of the Company Circular and other documents related thereto, and the Purchaser and the Parent shall ensure that no such information provided by the Purchaser specifically for inclusion in the Company Circular shall contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company Circular in order to make any information so furnished by the Purchaser not misleading in light of the circumstances in which it is disclosed.
(5) The Purchaser and the Parent shall jointly and severally indemnify and save harmless the Company’s Representatives , its subsidiaries and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s Representatives , any subsidiary of the Company or any of their respective directors, officers, employees, agents, advisors or representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(ia) any misrepresentation or alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates included in the Company Circular that is provided by the Purchaser, the Parent Purchaser Parties or their affiliates in writing for the purpose of inclusion in the Company Circular; and
(iib) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity (including any Securities Authority)Entity, to the extent based on any misrepresentation or any alleged misrepresentation in any information related solely to the Purchaser, the Parent Purchaser Parties or their affiliates and provided by the Purchaser, the Parent Purchaser Parties or their affiliates in writing for the purpose of inclusion in the Company Circular.
(6) The Company, Company and the Purchaser and the Parent shall promptly notify each other if at any time before the Effective Date it becomes aware that the Company Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Company Circular, and the Parties shall cooperate in the preparation of any amendment or supplement to the Company Circular, as required or appropriate, and the Company shall, subject to compliance by the Purchaser and/or the Parent with this Section 2.4, and, if required by the Court or applicable Laws, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Securities Authorities and as otherwise required.
Appears in 2 contracts
Sources: Arrangement Agreement (CHC Helicopter Corp), Voting Support Agreement (CHC Helicopter Corp)
The Company Circular. (1a) Subject to compliance with Section 2.4(d) by the Purchaser and/or the Parent with this Section 2.4, promptly after the execution of this Agreementother Parties, the Company shall promptly prepare and complete the Company Circular together with any other documents required by the NSCA, Applicable Securities Laws and other applicable Laws Law in connection with the Company Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and such other documentation required in connection with the Company Meeting documents to be filed and to be sent to each Shareholder, each holder of Options, Warrants Company Shareholder and SARs, the directors of the Company, the auditors of the Company and any other persons Person as required by the Interim Order and applicable LawsLaw, in each case so as to permit the Company Meeting to be held within the time required by as soon as reasonably practicable, as specified in Section 2.3(12.3(b).
(2b) The On the date of mailing thereof, the Company shall ensure that the Company Circular complies in all material respects with all applicable LawsLaw and the Interim Order, and, without does not contain any Misrepresentation (except that the Company shall not be responsible for any information included in the Company Circular related to the other Parties or their respective affiliates that was furnished by any of the other Parties for inclusion in the Company Circular pursuant to Section 2.4(d)) and provides the Company Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, that the Company Circular shall not contain include: (i) a statement that the Board has unanimously (subject to any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make abstentions), after receiving legal and financial advice, determined that the statements contained therein not misleading Arrangement Resolution is in light the best interests of the circumstances in which they are made (other than with respect to any information furnished by the Parent, the Purchaser or their affiliates) Company 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 recommends that the Company Meeting. The Company Circular shall include Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), and (ii) a statement that each director and senior officer of the Company Recommendationhas agreed to vote any Common Shares owned or controlled by such individual in favour of the Arrangement Resolution pursuant to the Support and Voting Agreements.
(3c) The Purchaser Company shall give the other Parties and its their respective legal counsel shall be given and financial advisors a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related theretodocuments, and shall give reasonable consideration shall be given to any comments made by the Purchaser them, and its counsel, provided agrees that all information relating solely to the Purchaser, the Parent other Parties or their respective affiliates included in the Company Circular shall must be in a form and content satisfactory to the Purchaserapplicable other Party, acting reasonably.
(4d) The Purchaser and Each of the Parent other Parties shall furnish to provide the Company with, on a timely basis, all information regarding such information concerning the Purchaser, the Parent other Party and their respective its affiliates and any financing sources, as applicable, as may be reasonably required by the Company in the preparation of the Company Circular and other documents related thereto, and the Purchaser and the Parent shall ensure that no such information shall contain any untrue statement of a material fact or omit to state a material fact required to be stated applicable Laws for inclusion in the Company Circular or in order any amendments or supplements to make the Company Circular. The applicable other Party shall ensure that such information does not contain any information so furnished not misleading in light of the circumstances in which it is disclosedMisrepresentation.
(5e) The Purchaser and the Parent shall jointly and severally indemnify and save harmless the Company’s Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s Representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(i) any misrepresentation or alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates included in the Company Circular that is provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular; and
(ii) any order made, or any inquiry, investigation or proceeding by any Governmental Entity (including any Securities Authority), to the extent based on any misrepresentation or any alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates and provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular.
(6) The Company, the Purchaser and the Parent Each Party shall promptly notify each the other Parties if at any time before the Effective Date it becomes aware that the Company Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are madeMisrepresentation, or that otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shallshall promptly mail, subject file or otherwise publicly disseminate any such amendment or supplement to compliance by the Purchaser and/or the Parent with this Section 2.4, Company Shareholders and, if required by the Court or applicable Lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Securities Authorities and or any other Governmental Entity as otherwise required.
Appears in 2 contracts
Sources: Arrangement Agreement (JW Asset Management, LLC), Arrangement Agreement (TerrAscend Corp.)
The Company Circular. (1) Subject to the Purchaser’s compliance by the Purchaser and/or the Parent with this Section 2.4, promptly after the execution of this Agreement2.4(4), the Company shall promptly prepare and complete complete, in consultation with the Purchaser, the Company Circular together with any other documents required by the NSCA, Applicable Securities Laws and other applicable Laws Law in connection with the Company Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and such other documentation required in connection with the Company Meeting documents to be filed and to be sent to each Shareholder, each holder of Options, Warrants Affected Shareholder and SARs, the directors of the Company, the auditors of the Company and any other persons Persons as required by the Interim Order and applicable LawsLaw, in each case using all reasonable commercial efforts so as to permit the Company Meeting to be held within by the time required by date specified in Section 2.3(1).
(2) The Company shall ensure that the Company Circular complies in all material respects with all applicable LawsLaw, and, without does not contain any Misrepresentation and provides the Affected Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, that the Company Circular shall not contain any untrue statement of must include: (i) a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light copy of the circumstances Fairness Opinions; (ii) a statement that the Board has received the Fairness Opinions, and has unanimously, after receiving legal and financial advice, determined that the Arrangement is in which they are made (other than with respect to any information furnished by the Parent, the Purchaser or their affiliates) 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 best interests of the Company Meeting. The Company Circular shall include and recommends that Affected Shareholders, as applicable, vote in favour of the Arrangement Resolution and the Preferred Shareholder Resolution (the “Board Recommendation”); and (iii) a statement that each director and executive officer of the Company Recommendationintends to vote all of such individual’s Company Shares in favour of the Arrangement Resolution and the Preferred Shareholder Resolution, as applicable.
(3) The Company shall give the Purchaser and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related theretodocuments, and shall give reasonable consideration shall be given to any comments made by the Purchaser and its counsel, provided and agrees that all information relating solely to the Purchaser, the Parent or their affiliates Purchaser included in the Company Circular shall must be in a form and content satisfactory to the Purchaser, acting reasonably.
(4) The Purchaser and the Parent shall furnish to the Company provide all such necessary information concerning the Purchaser, the Parent and their respective affiliates and any financing sources, as applicable, as may Purchaser that is required by Law to be reasonably required included by the Company in the preparation of Company Circular or other related documents to the Company Circular and other documents related theretoin writing, and the Purchaser and the Parent shall ensure that no such information shall does not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company Circular in order to make any information so furnished not misleading in light of the circumstances in which it is disclosedMisrepresentation.
(5) The Purchaser and the Parent shall jointly and severally indemnify and save harmless the Company’s Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s Representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(i) any misrepresentation or alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates included in the Company Circular that is provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular; and
(ii) any order made, or any inquiry, investigation or proceeding by any Governmental Entity (including any Securities Authority), to the extent based on any misrepresentation or any alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates and provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular.
(6) The Company, the Purchaser and the Parent shall promptly notify each other the Purchaser if at any time before the Effective Date it becomes aware that the Company Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are madeMisrepresentation, or that otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shallshall promptly mail, subject file or otherwise publicly disseminate any such amendment or supplement to compliance by the Purchaser and/or the Parent with this Section 2.4, Affected Shareholders and, if required by the Court or applicable Lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Securities Authorities and or any other Governmental Entity as otherwise required.
Appears in 2 contracts
Sources: Arrangement Agreement (Cnooc LTD), Arrangement Agreement (Nexen Inc)
The Company Circular. (1) Subject to compliance by the Purchaser and/or the Parent with this Section 2.4, promptly after the execution of this Agreement, the Company shall prepare and complete the Company Circular together with any other documents required by the NSCA, Applicable Securities Laws and other applicable Laws in connection with the Company Meeting and the Arrangement, and the The Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and other documentation required in connection with the Company Meeting to be filed and to be sent to each Shareholder, each holder of Options, Warrants and SARs, the directors of the Company, the auditors of the Company and any other persons as required by the Interim Order and applicable Laws, in each case so as to permit the Company Meeting to be held within as promptly as reasonably practicable after the time date hereof: (i) subject to the Purchaser’s and the Parent’s compliance with Section 2.4(4), reasonably promptly prepare and complete, in consultation with the Purchaser and the Parent, the Company Circular, together with any other documents required by Section 2.3(1)Law in connection with the Company Meeting, and file with the SEC the Company Circular in preliminary form; (ii) respond as promptly as reasonably practicable to any comments received from the SEC with respect to such filing and provide copies of such comments to the Purchaser and the Parent reasonably promptly upon receipt and copies of proposed responses to SEC comments a reasonable time in advance of filing; (iii) as promptly as reasonably practicable prepare and file (after the Purchaser and the Parent have had a reasonable opportunity to review and comment thereon) any amendments or supplements necessary to be filed in response to any SEC comments or as required by Law; (iv) use its reasonable best efforts to obtain SEC Approval; (v) reasonably promptly after obtaining SEC Approval and the Interim Order, use reasonable best efforts to cause the Company Circular and such other documents to be filed and disseminated to each Company Securityholder and other Person as required by the Interim Order and Law; and (vi) to the extent required by Law, as promptly as reasonably practicable, use reasonable best efforts to prepare, file and disseminate to the Company Securityholders and other Persons as required by the Interim Order and Law any supplement or amendment to the Company Circular (after the Purchaser and the Parent have had a reasonable opportunity to review and comment thereon) if the Company shall become aware of any event which requires such action at any time prior to the Company Meeting.
(2) The Company shall use its reasonable best efforts to ensure that the Company Circular (excluding any Company Report that is expressly incorporated by reference therein) complies in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, that the Company Circular shall Interim Order and Law and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made Misrepresentation (other than with respect to any information relating to and furnished by the ParentPurchaser or the Parent for inclusion in the Company Circular). Without limiting the generality of the foregoing, except to the extent the Board has effected an Adverse Recommendation Change in accordance with Section 5.3, the Purchaser or their affiliates) 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 Company Meeting. The Company Circular shall include a statement that the Board has unanimously, after receiving legal and financial advice, determined that the Arrangement is in the best interests of the Company and recommends that the Common Shareholders vote in favor of the Arrangement Resolution (such recommendation, the “Board Recommendation”).
(3) The Purchaser Company shall allow the Purchaser, the Parent and its their legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related theretodocuments, and shall give reasonable consideration shall be given to any comments made by the Purchaser Purchaser, the Parent and its their legal counsel, provided and agrees that all information relating solely primarily to the Purchaser, Purchaser or the Parent or their affiliates included in the Company Circular shall must be in form and content satisfactory to the PurchaserPurchaser and the Parent, acting reasonably.
(4) The Purchaser Parent and the Parent Purchaser shall furnish to the Company (i) provide all such necessary information concerning the Purchaser, the Parent and their respective affiliates and any financing sources, as applicable, as may the Purchaser that is required by Law to be reasonably required included by the Company in the preparation of Company Circular or other related documents to the Company in writing, (ii) use reasonable best efforts to ensure that such information does not contain any Misrepresentation, (iii) provide reasonable cooperation to the Company in connection with the Company’s efforts to satisfy its obligations hereunder, and (iv) in the event either the Parent or the Purchaser becomes aware that the Company Circular and other documents related theretocontains a Misrepresentation or otherwise requires an amendment or supplement under applicable Laws in connection with the information provided pursuant to clause (i) of this Section 2.4(4), and the Purchaser and the Parent shall ensure that no such information shall contain any untrue statement of a material fact or omit to state a material fact required to be stated in promptly notify the Company Circular thereof and in order to make any information so furnished not misleading in light such case the provisions of the circumstances in which it is disclosedSection 2.4(5) shall apply.
(5) The Purchaser and the Parent Company shall jointly and severally indemnify and save harmless the Company’s Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s Representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(i) any misrepresentation or alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates included in the Company Circular that is provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular; and
(ii) any order made, or any inquiry, investigation or proceeding by any Governmental Entity (including any Securities Authority), to the extent based on any misrepresentation or any alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates and provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular.
(6) The Company, promptly notify the Purchaser and the Parent shall promptly notify each other if at any time before the Effective Date it becomes aware that the Company Circular contains an untrue statement of a material fact Misrepresentation or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to under applicable Laws. The Parties shall cooperate in the preparation of any such amendment or supplement as the Company Circular, as determines after prior consultation with the Parent is required or appropriate, appropriate and the Company shallshall promptly use its reasonable best efforts to mail, subject file or otherwise publicly disseminate any such amendment or supplement to compliance by those Persons to whom the Purchaser and/or the Parent with this Company Circular was sent pursuant to Section 2.4, 2.4(1) and, if required by the Court or applicable Lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Securities Authorities and or any other Governmental Entity as otherwise required.
Appears in 2 contracts
Sources: Arrangement Agreement (Unitedhealth Group Inc), Arrangement Agreement (Catamaran Corp)
The Company Circular. (1) Subject The Company and the AP Preferred Equity Issuer shall, so as to compliance permit the Company Meetings to be held by the Purchaser and/or date specified in Section 2.3(a): (i) subject to the Parent Purchasers’ compliance with this Section 2.42.4(4), as promptly as reasonably practicable after the execution date of this Agreement, prepare and complete, in consultation with the Purchasers, the Company shall prepare and complete the Company Circular Circular, together with any other documents required by the NSCA, Applicable Securities Laws and other applicable Laws Law in connection with the Company Meeting and the ArrangementMeetings, and file with the SEC the Company shallCircular in preliminary form; (ii) if the SEC reviews the preliminary Company Circular, use commercially reasonable efforts to obtain clearance from the SEC of the Company Circular as soon as reasonably practicable and respond as promptly as reasonably practicable to any comments received from the SEC with respect to such filing and provide copies of such comments to the Purchasers reasonably promptly upon receipt and copies of proposed responses to SEC comments a reasonable time in advance of filing; (iii) as promptly as reasonably practicable prepare and file (after the Purchasers have had a reasonable opportunity to review and comment thereon) any amendments or supplements necessary to be filed in response to any SEC comments or as required by Law, (iv) as promptly as reasonably practicable after obtaining the SEC staff has advised that it has no further comments on the Company Circular or that it will not review the Company Circular and the Interim OrderOrder has been obtained, use commercially reasonable efforts to cause the Company Circular and such other documentation required in connection with the Company Meeting documents to be filed and to be sent disseminated to each Common Shareholder, each holder of Options, Warrants Preferred Shareholder and SARs, the directors of the Company, the auditors of the Company and any other persons Person as required by the Interim Order and applicable LawsLaw; and (v) to the extent required by Law, in each case so as promptly as reasonably practicable, use commercially reasonable efforts to permit prepare, file and disseminate to the Common Shareholders, the Preferred Shareholders and other Persons as required by the Interim Order and Law any supplement or amendment to the Company Meeting Circular if the Company shall become aware of any event which requires such action at any time prior to be held within the time required by Section 2.3(1)Company Meetings.
(2) The On the mailing date of the Company Circular, the Company and AP Preferred Equity Issuer shall ensure that the Company Circular complies in all material respects with all applicable Lawsthe Interim Order and Law, and, without limiting the generality of the foregoing, that the Company Circular shall does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made Misrepresentation (other than with respect to any information furnished in writing by or on behalf of the Parent, Purchasers or the Purchaser or their affiliatesEquity Investor) and shall provide provides the Common Shareholders and the Preferred Shareholders with sufficient information in sufficient detail to permit them to form a reasoned judgment judgement concerning the matters to be placed before them the Company Meetings. Without limiting the generality of the foregoing, the Company Circular must include: (i) a summary and copy of the Fairness Opinions with respect to the Common Shares and the Preferred Shares; (ii) a statement that the Special Committee has received the Fairness Opinions and has, after consulting with outside legal and financial advisors, unanimously recommended that the Board and the board of directors of the AP Preferred Equity Issuer approve this Agreement; (iii) a statement that the Board, after consulting with outside legal and financial advisors and receiving the recommendation of the Special Committee, determined that the Arrangement is in the best interests of the Company and recommends that Common Shareholders vote in favour of the Arrangement Resolution, (iv) a statement that the board of directors of the AP Preferred Equity Issuer, after consulting with outside legal and financial advisors, determined that the Arrangement and the AP Preferred Equity Issuer Continuance are in the best interests of the AP Preferred Equity Issuer and recommends that the Preferred Shareholders vote in favour of the Continuance Resolution and the Preferred Shareholder Resolution; and (v) a statement that each director and executive officer of the Company who holds Common Shares or Preferred Shares entitled to vote at the Company Meeting. The Company Circular shall include Meetings has entered into a Voting Agreement pursuant to which, and subject to the terms of each such Voting Agreement, such director and executive officer of the Company Recommendationhas committed to vote all such individual’s Common Shares, and/or Preferred Shares, as applicable, in favour of the Arrangement Resolution, the Continuance Resolution and the Preferred Shareholder Resolution (as applicable).
(3) The Purchaser Company shall give the Purchasers and its their legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular (including any supplement or amendment to the Company Circular) and other documents related theretodocuments, and shall give reasonable consideration shall be given to any comments made by the Purchaser Purchasers and its their legal counsel, provided and agrees that all information relating solely to the Purchaser, Purchasers or the Parent or their affiliates Equity Investor included in the Company Circular shall must be in a form and content satisfactory to the PurchaserPurchasers, acting reasonably. The Company shall provide the Purchasers with a final copy of the Company Circular prior to its mailing to the Common Shareholders and the Preferred Shareholders entitled to receive notice of and vote at the Company Meetings.
(4) The Purchaser and the Parent Purchasers shall furnish provide to the Company in writing all such information concerning the PurchaserPurchasers, the Parent and Equity Investor, their respective affiliates and any financing sources, as applicable, as may be that is reasonably required by the Company in the preparation of the Company Circular and or other documents related theretodocuments, and the Purchaser and the Parent shall ensure that no such information shall does not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company Circular in order to make any information so furnished not misleading in light of the circumstances in which it is disclosedMisrepresentation.
(5) The Purchaser and the Parent shall jointly and severally Purchasers hereby agree to indemnify and save harmless the Company’s , its Subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s , any of its Subsidiaries or any of their respective Representatives may be subject or may suffersuffer as a result of, or arising from, any Misrepresentation or alleged Misrepresentation contained in any way caused by, or arising, directly or indirectly, from or in consequence of:
(i) any misrepresentation or alleged misrepresentation in any written information related to the Purchaser, the Parent or their affiliates included in the Company Circular that is was provided in writing by or on behalf of the Purchaser, the Parent Purchasers or their affiliates in writing representatives for the purpose of inclusion in the Company Circular; and
(ii) Circular concerning the Purchasers, the Equity Investor, their respective affiliates and any financing sources, including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Securities Authority or any other Governmental Entity (including any Securities Authority), to the extent based on any misrepresentation such Misrepresentation or any alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates and provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company CircularMisrepresentation.
(6) The Company, the Purchaser Company and the Parent Purchasers shall promptly notify each other if at any time before the Effective Date it either of them becomes aware that the Company Circular contains an untrue statement of a material fact Misrepresentation or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shalland the AP Preferred Equity Issuer shall promptly mail, subject file or otherwise publicly disseminate any such amendment or supplement to compliance by those Persons to whom the Purchaser and/or the Parent with this Company Circular was sent pursuant to Section 2.4, 2.4(1) and, if required by the Court or applicable Lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Securities Authorities and or any other Governmental Entity as otherwise required.
Appears in 2 contracts
Sources: Arrangement Agreement (Atlantic Power Corp), Arrangement Agreement
The Company Circular. (1) Subject The Company shall (i) subject to the Purchaser’s compliance by the Purchaser and/or the Parent with this Section 2.42.4(6), promptly after prepare and complete, in consultation with the execution of this AgreementPurchaser, the Company shall prepare and complete the Company Circular Circular, together with any other documents required by the NSCA, Applicable Securities Laws and other applicable Laws Law in connection with the Company Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, Meeting; (ii) cause the Company Circular and such other documentation required in connection with the Company Meeting documents to be filed or furnished with the Securities Authorities as required by Law, and to be sent disseminated to each Shareholder, each holder of Options, Warrants Company Shareholder and SARs, the directors of the Company, the auditors of the Company and any other persons Person as required by the Interim Order and applicable LawsLaw, in each case so as to permit the Company Meeting to be held within by the time date specified in Section 2.3(a); (iii) to the extent required by Section 2.3(1)Law, as promptly as practicable prepare, file or furnish with the Securities Authorities and any applicable securities exchange, and disseminate to the Company Shareholders and other Persons as required by the Interim Order and Law any supplement or amendment to the Company Circular (after the Purchaser has had a reasonable opportunity to review and comment thereon) if any event occurs which requires such action at any time prior to the Company Meeting; and (iv) otherwise use its commercially reasonable efforts to comply with all requirements of Law applicable to the Company Meeting.
(2) The Company shall ensure that the Company Circular complies in all material respects with all applicable LawsLaw and the Interim Order, and, without does not contain any Misrepresentation (other than in respect to any written information with respect to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Company Circular) and provides the Company Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include: (i) a copy of the Fairness Opinions; (ii) a statement that the Company Circular shall not contain any untrue statement Board (or committee thereof, as applicable) has received the Fairness Opinions, and the Company Board has unanimously determined, after receiving legal and financial advice; (A) that the Arrangement is fair to the Company Shareholders; (B) that the Arrangement and the entering into of a material fact or omit to state a material fact required to be stated therein or necessary to make this Agreement is in the statements contained therein not misleading in light best interests of the circumstances Company; and (C) that the Company Board unanimously recommends that the Company Shareholders vote in favour of the Arrangement Resolution (collectively, the “Company Board Recommendation”), and (iii) a statement that each of the Company Supporting Shareholders have entered into Voting Support Agreements pursuant to which they are made (other than with respect intend to any information furnished by vote all of their Company Shares in favour of the Parent, the Purchaser or their affiliates) 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 Company Meeting. The Company Circular shall include the Company RecommendationArrangement Resolution.
(3) The Purchaser and its legal counsel Company shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related thereto, and reasonable consideration shall be given to any comments made by the Purchaser and its counsel, provided that all information relating solely to the Purchaser, the Parent or their affiliates included in the Company Circular shall be in form and content satisfactory to the Purchaser, acting reasonably.
(4) The Purchaser and the Parent shall furnish to the Company all such information concerning the Purchaser, the Parent and their respective affiliates and any financing sources, as applicable, as may be reasonably required by the Company in the preparation of the Company Circular and other documents related thereto, and the Purchaser and the Parent shall ensure that no such information shall contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company Circular in order to make any information so furnished not misleading in light of the circumstances in which it is disclosed.
(5) The Purchaser and the Parent shall jointly and severally indemnify and save harmless the Company’s Purchaser and each of its Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s Representatives they may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(ia) any misrepresentation Misrepresentation or alleged misrepresentation Misrepresentation in any information related included in the Company Circular, other than the information relating to the Purchaser, its affiliates or the Parent or their affiliates included in Consideration Shares furnished to the Company Circular that is provided in writing by the Purchaser, the Parent or their affiliates in writing Purchaser for the purpose of inclusion in the Company Circular; and
(iib) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity (including any Securities Authority)Entity, to the extent based on any misrepresentation Misrepresentation or any alleged misrepresentation Misrepresentation in any the Company Circular other than the information related relating to the Purchaser, its affiliates or the Parent or their affiliates and provided Consideration Shares furnished to the Company in writing by the Purchaser, the Parent or their affiliates in writing Purchaser for the purpose of inclusion in the Company Circular.
(4) The Company shall not be responsible for any information in the Company Circular relating to the Purchaser, its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular.
(5) The Company shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its counsel, and agrees that all information relating solely to the Purchaser, its affiliates and the Consideration Shares included in the Company 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 Company Circular prior to its mailing to the Company Shareholders.
(6) The Purchaser shall, in the form required by applicable Law, as soon as reasonably practicable after the date hereof, and in any event within 15 days of the date hereof, provide the Company with all information regarding the Purchaser, its affiliates and the Consideration Shares as required by Law (and in particular, Securities Law) for inclusion in the Company Circular or in any amendments or supplements to such Company Circular. The Purchaser and not the Company shall be responsible for such information and shall ensure that such information does not include any Misrepresentation concerning the Purchaser, its affiliates and the Consideration Shares.
(7) The Purchaser shall indemnify and save harmless the Company and each of its Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which they 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 Company Circular relating to the Purchaser, its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular pursuant to Section 2.4(6); and
(b) any order made, 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 any information included in the Company Circular relating to the Purchaser, its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular pursuant to Section 2.4(6).
(8) The Purchaser shall not be responsible for any information in the Company Circular relating to the Company.
(9) The Purchaser and the Company shall also use their commercially reasonable efforts to obtain any necessary consents from any of their respective auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Company Circular and to the identification in the Company Circular of each such advisor.
(10) Each Party shall promptly notify the other Party if it becomes aware (in the case of the Company only with respect to the Company, and in the case of the Purchaser only with respect to the Purchaser and the Parent shall promptly notify each other if at any time before the Effective Date it becomes aware Consideration Shares) that the Company Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are madeMisrepresentation, or that otherwise requires an amendment or supplement. The Parties shall, in a manner consistent with this Section 2.4, co-operate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shall, subject in a manner provided in the Interim Order or as required by Law, promptly mail, file or otherwise publicly disseminate any such amendment or supplement to compliance by the Purchaser and/or the Parent with this Section 2.4, Company Circular to Company Shareholders and, if required by the Court or by applicable LawsLaw, promptly mail file or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file furnish the same with the Securities Authorities and or any other Governmental Entity as otherwise required.
Appears in 2 contracts
Sources: Arrangement Agreement (Cresco Labs Inc.), Arrangement Agreement (Columbia Care Inc.)
The Company Circular. (1) Subject The Company will: (i) subject to the Purchaser’s compliance by the Purchaser and/or the Parent with this Section 2.42.4(4), promptly after prepare and complete, in consultation with the execution of this AgreementPurchaser, the Company shall prepare and complete the Company Circular Circular, together with any other documents required by the NSCA, Applicable Securities Laws and other applicable Laws Law in connection with the Company Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, ; (ii) cause the Company Circular and such other documentation required in connection with the Company Meeting documents to be filed or furnished with the Securities Authorities and to be sent the CSE as required by Law and the rules of the CSE, and disseminated to each Shareholder, each holder of Options, Warrants Company Shareholder and SARs, the directors of the Company, the auditors of the Company and any other persons Person as required by the Interim Order and Law; (iii) to the extent required by Law, as promptly as practicable prepare, file or furnish with the Securities Authorities and any applicable Lawssecurities exchange, in each case so as and disseminate to permit the Company Meeting to be held within the time Shareholders and other Persons as required by Section 2.3(1)the Interim Order and Law any supplement or amendment to the Company Circular (after the Purchaser has had a reasonable opportunity to review and comment thereon) if any event will occur which requires such action at any time prior to the Meeting; and (iv) otherwise use its commercially reasonable efforts to comply with all requirements of Law applicable to the Meeting and the Arrangement.
(2) The Company shall will ensure that the Company Circular complies in all material respects with all applicable Lawsthe Interim Order and Law, and, without limiting the generality of the foregoing, that the Company Circular shall does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made Misrepresentation (other than with respect to any information relating to and furnished by the Parent, Purchaser for inclusion in the Purchaser or their affiliatesCompany Circular) and shall provide provides the Company Shareholders with sufficient information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Meeting. Without limiting the generality of the foregoing, but subject to Section 5.3, the Company Meeting. The Company Circular shall must include a statement that the Board has unanimously, after receiving legal and financial advice, 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 “Board Recommendation”).
(3) The Purchaser Company will provide the Purchaser, and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents related theretoprior to filing the Company Circular with applicable Securities Authorities or Governmental Entities and mailing the Company Circular to Company Shareholders, and will consider all reasonable consideration shall be given to any comments made by the Purchaser and its legal counsel, provided that all . Any information relating solely to describing the Purchaser, the Parent or their affiliates included in terms of the Company Circular shall Arrangement and/or the Plan of 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 Company Circular prior to its mailing to the Company Shareholders.
(4) The Purchaser and the Parent shall furnish will provide to the Company in writing all such information concerning the Purchaser, Purchaser reasonably requested by the Parent Company and their respective affiliates and any financing sources, as applicable, as may required by Law (including pro forma financial statements prepared in accordance with U.S. GAAP) to be reasonably required included by the Company in the preparation Company Circular or other related documents, and will ensure that such information does not contain any Misrepresentation. The Company and the Purchaser shall use their commercially reasonable efforts to obtain any necessary consents from any of their respective auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Company Circular and other documents related thereto, and to the Purchaser and the Parent shall ensure that no such information shall contain any untrue statement of a material fact or omit to state a material fact required to be stated identification in the Company Circular in order to make any information so furnished not misleading in light of the circumstances in which it is disclosedeach such advisor.
(5) The Purchaser Company and the Parent shall jointly and severally indemnify and save harmless the Company’s Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s Representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(i) any misrepresentation or alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates included in the Company Circular that is provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular; and
(ii) any order made, or any inquiry, investigation or proceeding by any Governmental Entity (including any Securities Authority), to the extent based on any misrepresentation or any alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates and provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular.
(6) The Company, the Purchaser and the Parent shall will promptly notify each other if at any time before the Effective Date it of them becomes aware that the Company Circular contains an untrue statement of a material fact Misrepresentation or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement. The Parties will cooperate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, appropriate and the Company shallwill promptly mail, subject file or otherwise publicly disseminate any such amendment or supplement to compliance by those Persons to whom the Purchaser and/or the Parent with this Company Circular was sent pursuant to Section 2.4, 2.4(1) and, if required by the Court or applicable Lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Securities Authorities and or any other Governmental Entity as otherwise required.
Appears in 2 contracts
Sources: Arrangement Agreement (Harvest Health & Recreation Inc.), Arrangement Agreement
The Company Circular. (1) Subject to the Purchaser’s compliance by the Purchaser and/or the Parent with this Section 2.4, promptly after the execution of this Agreement2.4(4), the Company shall prepare and complete the Company Circular together with any other documents required by the NSCA, Applicable Securities Laws and other applicable Laws Law in connection with the Company Meeting and the Arrangement, and the Company shall, as promptly soon as reasonably practicable after obtaining the Interim Order, cause the Company Circular and such other documentation required in connection with the Company Meeting documents to be filed and to be sent to each Shareholder, each holder of Options, Warrants Shareholder and SARs, the directors of the Company, the auditors of the Company and any other persons Persons as required by the Interim Order and applicable LawsLaw, in each case using commercially reasonable efforts so as to permit the Company Meeting to be held within by the time required by date specified in Section 2.3(12.3(a).
(2) The Company shall ensure that the Company Circular complies in all material respects with all applicable LawsLaw, and, without does not contain any Misrepresentation (provided that the Company shall not be responsible for the accuracy of any information furnished by the Purchaser Parties in writing specifically for purposes of inclusion in the Company Circular pursuant to Section 2.4(4)) and provides the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, that the Company Circular shall not contain any untrue statement of must include: (i) a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light copy of the circumstances Fairness Opinion; (ii) a statement that the Board has, after receiving legal and financial advice and the recommendation of the Special Committee, unanimously determined that the Arrangement is in which they are made (other than with respect to any information furnished by the Parent, the Purchaser or their affiliates) 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 best interests of the Company Meetingand is fair to Shareholders and unanimously recommends that Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”); and (iii) a statement that each Locked-Up Shareholder has entered into a voting agreement pursuant to which, and subject to its terms, he, she or it has committed to vote in favour of the Arrangement Resolution. The Company Circular shall include also contain such information as may be required to allow the Company RecommendationPurchaser Parties to rely upon the Section 3(a)(10) Exemption with respect to the offer and sale of the Consideration Shares pursuant to the Arrangement.
(3) The Company shall give the Purchaser Parties and its their legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related theretodocuments, and shall give reasonable consideration shall be given to any comments made by the Purchaser them, and its counsel, provided agrees that all information relating solely to the Purchaser, Purchaser or the Parent or their affiliates included in the Company Circular shall must be in a form and content satisfactory to the Purchaserthem, acting reasonably.
(4) The Each of the Purchaser and Parties shall provide the Parent shall furnish to the Company Company, on a timely basis, with all such necessary information concerning regarding the Purchaser, the Parent, the affiliates of the Parent and their respective affiliates and the Consideration Shares, including any financing sourcespro forma financial statements prepared in accordance with U.S. GAAP, as applicable, as may be reasonably required by the Company applicable Laws for inclusion in the preparation of the Company Circular and other documents related thereto, and the Purchaser and the or in any amendments or supplements to such Company Circular. The Parent shall ensure that no such information shall does not contain any untrue statement Misrepresentation concerning the Parent, its affiliates and the Consideration Shares, and each of the Purchaser Parties will, on a material fact or omit to state a material fact required to be stated in joint and several basis, indemnify the Company Circular in order to make any information so furnished not misleading in light of the circumstances in which it is disclosed.
(5) The Purchaser and the Parent shall jointly and severally indemnify and save harmless the Company’s its Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses (excluding any loss of profits or consequential damages) to which the Company’s Representatives they may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(ia) any misrepresentation Misrepresentation or alleged misrepresentation Misrepresentation contained in any information related relating to the PurchaserPurchaser Parties, the Parent or their affiliates or the Consideration Shares included in the Company Circular that is was provided by the Purchaser, the Parent or their affiliates in writing by a Purchaser Party or a Representative thereof expressly for the purpose of inclusion in the Company CircularCircular pursuant to this Section 2.4(4); and
(iib) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity (including any Securities Authority)Entity, to the extent based on any misrepresentation Misrepresentation or any alleged misrepresentation Misrepresentation in any information related to the Purchaser, the Parent or their affiliates and Company Circular that was provided by the Purchaser, the Parent or their affiliates in writing by a Purchaser Party or a Representative thereof expressly for the purpose of inclusion in the Company CircularCircular pursuant to this Section 2.4(4).
(5) Each Party shall also use its commercially reasonable efforts to obtain any necessary consents from any of its respective auditors and any other advisors to the use of any financial or other expert information required to be included in the Company Circular or in any other disclosure document required by Law and to the identification in the Company Circular or such disclosure document of each such advisor.
(6) The Company, the Purchaser and the Parent Each Party shall promptly notify each the other Party if at any time before the Effective Date it becomes aware that the Company Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are madeMisrepresentation, or that otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shallshall promptly mail, subject file or otherwise publicly disseminate any such amendment or supplement to compliance by the Purchaser and/or the Parent with this Section 2.4, Company Shareholders and, if required by the Court or applicable Lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Canadian Securities Authorities and as otherwise requiredAuthorities, the SEC, or any other Governmental Entity.
Appears in 2 contracts
Sources: Arrangement Agreement (Spire Global, Inc.), Arrangement Agreement (Spire Global, Inc.)
The Company Circular. (1) Subject to compliance by the Purchaser and/or the Parent with this Section 2.4, promptly after the execution of this Agreement, the Company shall prepare and complete the Company Circular together with any other documents required by the NSCABCBCA, Applicable Securities Laws and other applicable Laws in connection with the Company Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and other documentation required in connection with the Company Meeting to be filed and to be sent to each Shareholder, each holder of Options, Warrants Options and SARsRSUs, the directors of the Company, the auditors of the Company and any other persons as required by the Interim Order and applicable Laws, in each case so as to permit the Company Meeting to be held within the time required by Section 2.3(1).
(2) The Company shall ensure that the Company Circular complies in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, that the Company Circular shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information furnished by the Parent, the Purchaser or their affiliates) 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 Company Meeting. The Company Circular shall include the Company Recommendation.
(3) The Purchaser and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related thereto, and reasonable consideration shall be given to any comments made by the Purchaser and its counsel, provided that all information relating solely to the Purchaser, the Parent or their affiliates included in the Company Circular shall be in form and content satisfactory to the Purchaser, acting reasonably.
(4) The Purchaser and the Parent shall on a timely basis furnish to the Company all such information concerning the Purchaser, the Parent and their respective affiliates and any financing sources, as applicable, as may be reasonably required by the Company in the preparation of the Company Circular and other documents related thereto, and the Purchaser and the Parent shall ensure that no such information shall contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company Circular in order to make any information so furnished not misleading in light of the circumstances in which it is disclosed.
(5) The Purchaser and the Parent shall jointly and severally indemnify and save harmless the Company’s Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s Representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(i) any misrepresentation or alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates included in the Company Circular that is provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular; and
(ii) any order made, or any inquiry, investigation or proceeding by any Governmental Entity (including any Securities Authority), to the extent based on any misrepresentation or any alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates and provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular.
(6) The Company, the Purchaser and the Parent shall promptly notify each other if at any time before the Effective Date it becomes aware that the Company Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Company Circular, as required or appropriate, and the Company shall, subject to compliance by the Purchaser and/or the Parent with this Section 2.4, and, if required by the Court or applicable Laws, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Securities Authorities and as otherwise required. The Purchaser and Parent will reimburse the Company for any reasonable expenses incurred if a change is required to the information in respect of the Parent or Purchaser included in the Company Circular.
Appears in 2 contracts
Sources: Arrangement Agreement (Privet Fund LP), Arrangement Agreement (Norsat International Inc.)
The Company Circular. (1) Subject to compliance by the Purchaser and/or the Parent with this Section 2.4, promptly after the execution of this Agreement, the The Company shall promptly prepare and complete complete, in consultation with the Purchaser, the Company Circular together with any other documents required by the NSCA, Applicable Securities Laws and other applicable Laws Law in connection with the Company Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and such other documentation required in connection with the Company Meeting documents to be filed and to be sent to each Shareholder, each holder of Options, Warrants Class A Shareholder and SARs, the directors of the Company, the auditors of the Company and any other persons Person as required by the Interim Order and applicable LawsLaw, in each case so as to permit the Company Meeting to be held within by the time required by date specified in Section 2.3(12.3(a) (The Company Meeting).
(2) The Company shall ensure that the Company Circular complies in all material respects with all applicable LawsLaw, and, without does not contain any Misrepresentation and provides the Class A Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, that the Company Circular shall not contain any untrue statement of must include: (i) a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light copy of the circumstances Fairness Opinion; (ii) a statement that the Board has received the Fairness Opinion, and has unanimously, after receiving legal and financial advice, determined that the Arrangement Resolution is in which they are made (other than with respect to any information furnished by the Parent, the Purchaser or their affiliates) 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 best interests of the Company Meeting. The Company Circular shall include and recommends that the Class A Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), unless such approval or recommendation has been withdrawn, modified or amended in accordance with the terms of this Agreement; and (iii) a statement that each director and senior officer of the Company Recommendationintends to vote all of such individual’s Class A Shares in favour of the Arrangement Resolution and against any resolution submitted by a Class A Shareholder that is inconsistent with the Arrangement, all subject to the terms set out in any Support Agreements, executed by such directors and senior officers.
(3) The Company shall give the Purchaser and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related theretodocuments, and shall give reasonable consideration shall be given to any comments made by the Purchaser and its counsel, provided and agrees that all information relating solely to the Purchaser, the Parent or their affiliates Purchaser included in the Company Circular shall must be in a form and content satisfactory to the Purchaser, acting reasonably.
(4) The Purchaser and the Parent shall furnish to the Company provide all such necessary information concerning the Purchaser, the Parent Purchaser and their respective affiliates and any financing sources, as applicable, as may Acquisitionco that is required by Law to be reasonably required included by the Company in the preparation of Company Circular or other related documents to the Company Circular and other documents related theretoin writing, and the Purchaser and the Parent shall ensure that no such information shall information, when provided, does not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company Circular in order to make any information so furnished not misleading in light of the circumstances in which it is disclosedMisrepresentation.
(5) The Purchaser hereby indemnifies and the Parent shall jointly and severally indemnify and save saves harmless the Company’s , its Subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s , any Subsidiary or any of their respective Representatives may be subject or may suffer, in any way caused bysuffer as a result of, or arisingarising from, directly or indirectly, from or in consequence of:
(i) any misrepresentation Misrepresentation or alleged misrepresentation Misrepresentation contained in any information related to the Purchaser, the Parent or their affiliates included in the Company Circular that is was provided by the PurchaserPurchaser pursuant to Section 2.4(4), the Parent or their affiliates in writing for the purpose including as a result of inclusion in the Company Circular; and
(ii) any order made, or any inquiry, investigation or proceeding instituted by any Securities Authority or other Governmental Entity (including any Securities Authority), to the extent based on any misrepresentation such a Misrepresentation or any alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates and provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company CircularMisrepresentation.
(6) The Company, the Purchaser and the Parent Each Party shall promptly notify each the other Party if at any time before the Effective Date Date, it becomes aware that the Company Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are madeMisrepresentation, or that otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shallshall promptly mail, subject file or otherwise publicly disseminate any such amendment or supplement to compliance by the Purchaser and/or the Parent with this Section 2.4, Class A Shareholders and, if required by the Court or applicable Lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Securities Authorities and or any other Governmental Entity as otherwise required.
Appears in 2 contracts
Sources: Arrangement Agreement, Arrangement Agreement (Hillman Companies Inc)
The Company Circular. (1) Subject to compliance by The Company will promptly prepare and complete, in consultation with the Purchaser and/or the Parent with this Section 2.4and Bridgeway, promptly after the execution of this Agreement, the Company shall prepare and complete the Company Circular together with any other documents required by the NSCA, Applicable Securities Laws and other applicable Laws Law in connection with the Company Meeting and Meeting, the ArrangementArrangement Resolution, and the Company shallwill, as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and such other documentation required in connection with the Company Meeting documents to be filed and to be sent to each Shareholder, each holder of Options, Warrants Affected Securityholders and SARs, the directors of the Company, the auditors of the Company and any other persons Persons as required by the Interim Order and applicable LawsLaw, in each case so as to permit the Company Meeting to be held within by the time required by date specified in Section 2.3(1)2.3.
(2) The Company shall will ensure that the Company Circular complies in all material respects with all applicable LawsLaw, and, without does not contain any Misrepresentation (other than with respect to information provided by the Purchaser) and provides the Affected Securityholders 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, that the Company Circular shall not contain any untrue must include: (i) a statement that the Board has unanimously, after completing a financial review and receiving legal advice, determined that the Arrangement Resolution is in the best interests of a material fact or omit to state a material fact required the Company and the Affected Securityholders, and that the Consideration to be stated therein or necessary received by the Affected Securityholders (excluding the Purchaser and its affiliates) is fair to make such Affected Securityholders and recommends that the statements contained therein not misleading Affected Securityholders vote in light favour of the circumstances in which they are made Arrangement Resolution (other than with respect to any information furnished by the Parent, the Purchaser or their affiliates“Board Recommendation”) and shall provide the Shareholders with information in sufficient detail to permit them to form (iii) a reasoned judgment concerning the matters to be placed before them at statement that each director and senior officer of the Company Meeting. The Company Circular shall include intends to vote all of such individual’s Common Shares and Options in favour of the Company RecommendationArrangement Resolution.
(3) The Purchaser Company will give the Purchaser, Bridgeway and its their legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related theretodocuments, and will give reasonable consideration shall be given to any comments made by the Purchaser Purchaser, Bridgeway and its their legal counsel, provided and agrees that all information relating solely to the Purchaser, the Parent or their affiliates Bridgeway included in the Company Circular shall must be in a form and content satisfactory to the Purchaser, or Bridgeway, as applicable, acting reasonably.
(4) The Purchaser and the Parent shall furnish to the Company Bridgeway will provide all such necessary information concerning the Purchaser, the Parent and Bridgeway and their respective affiliates and any financing sources, as applicable, as may that is required by Law to be reasonably required included by the Company in the preparation of Company Circular or other related documents to the Company Circular and other documents related theretoin writing, and the Purchaser and the Parent shall will ensure that no such information shall does not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company Circular in order to make any information so furnished not misleading in light of the circumstances in which it is disclosedMisrepresentation.
(5) The Purchaser and the Parent shall jointly and severally indemnify and save harmless the Company’s Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s Representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(i) any misrepresentation or alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates included in the Company Circular that is provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular; and
(ii) any order made, or any inquiry, investigation or proceeding by any Governmental Entity (including any Securities Authority), to the extent based on any misrepresentation or any alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates and provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular.
(6) The Company, the Purchaser and the Parent shall Each Party will promptly notify each the other if at any time before the Effective Date it becomes aware that the Company Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are madeMisrepresentation, or that otherwise requires an amendment or supplement. The Parties will co-operate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shallwill promptly mail, subject file or otherwise publicly disseminate any such amendment or supplement to compliance by the Purchaser and/or the Parent with this Section 2.4, Affected Securityholders and, if required by the Court or applicable Lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Securities Authorities and or any other Governmental Entity as otherwise required.
Appears in 2 contracts
Sources: Arrangement Agreement (Bridgeway National Corp.), Arrangement Agreement
The Company Circular. (1a) Subject to the Purchaser’s compliance by the Purchaser and/or the Parent with this Section 2.4, promptly after the execution of this Agreement2.4(d), the Company shall promptly prepare and complete the Company Circular together with any other documents required by the NSCA, Applicable Securities Laws and other applicable Laws Law in connection with the Company Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and such other documentation required in connection with the Company Meeting documents to be filed and to be sent to each Company Shareholder, each holder of Options, Warrants and SARs, the directors of the Company, the auditors of the Company Equity Compensation Holders and any other persons Person as required by the Interim Order and applicable LawsLaw, in each case using all reasonable commercial efforts so as to permit the Company Meeting to be held within the time required by as soon as reasonably practicable as specified in Section 2.3(12.3(a).
(2b) The On the date of mailing thereof, the Company shall ensure that the Company Circular complies in all material respects with all applicable LawsLaw and the Interim Order, and, without does not contain any Misrepresentation (except that the Company shall not be responsible for any information included in the Company Circular that was furnished by the Purchaser for inclusion in the Company Circular pursuant to Section 2.4(d)) and provides the Company Shareholders and the Company Equity Compensation Holders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, that the Company Circular shall not contain any untrue statement include: (i) a copy of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light each of the circumstances in which they are made Fairness Opinions, (ii) subject to Article 5, a statement that the Board has received each of the Fairness Opinions and has unanimously, after receiving legal and financial advice, determined that the Consideration is fair, from a financial point of view, to the Company Shareholders (other than with respect the Purchaser) and that the Arrangement is in the best interests of the Company and recommends that the Company Shareholders and Company Equity Compensation Holders vote in favour of the Arrangement Resolution (the “Board Recommendation”), and (iii) a statement that the Supporting Securityholders of the Company have agreed to any information furnished by vote their Common Shares, Company Options and Company RSUs (as applicable) in favour of the ParentArrangement Resolution pursuant and in accordance with, and subject to the terms and conditions of, the Purchaser or their affiliates) Support 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 Company Meeting. The Company Circular shall include the Company RecommendationVoting Agreements.
(3c) The Company shall give the Purchaser and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related theretodocuments, and shall give reasonable consideration shall be given to any comments made by the Purchaser them, and its counsel, provided agrees that all information relating solely to the Purchaser, the Parent Purchaser or their affiliates any of its Affiliates included in the Company Circular shall must be in a form and content satisfactory to the Purchaser, acting reasonably.
(4d) The Purchaser and the Parent shall furnish to provide the Company with, on a timely basis, all such information concerning regarding the Purchaser, its Affiliates and the Parent and their respective affiliates and any financing sourcessecurities of the Purchaser to be issued pursuant to the Arrangement, as applicable, as may be reasonably required by the Company in the preparation of the Company Circular and other documents related thereto, and the Purchaser and the Parent shall ensure that no such information shall contain any untrue statement of a material fact or omit to state a material fact required to be stated applicable Laws for inclusion in the Company Circular or in order any amendments or supplements to make any the Company Circular. Provision of such information so furnished not misleading in light of regarding the circumstances in which it is disclosed.
(5) The Purchaser and its Affiliates by the Parent shall jointly and severally indemnify and save harmless the Company’s Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s Representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(i) any misrepresentation or alleged misrepresentation in any information related Purchaser to the Purchaser, the Parent or their affiliates included Company for inclusion in the Company Circular that is provided by shall constitute the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular; and
(ii) ’s express representation and warranty that such information does not contain any order made, or any inquiry, investigation or proceeding by any Governmental Entity (including any Securities Authority), to the extent based on any misrepresentation or any alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates and provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company CircularMisrepresentation.
(6e) The Company, the Purchaser and the Parent Each Party shall promptly notify each the other Party if at any time before the Effective Date it becomes aware that the Company Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are madeMisrepresentation, or that otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shallshall promptly mail, subject file or otherwise publicly disseminate any such amendment or supplement to compliance by the Purchaser and/or the Parent with this Section 2.4, Company Shareholders and, if required by the Court or by applicable LawsLaw, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Securities Authorities and or any other Governmental Entity as otherwise required.
Appears in 1 contract
The Company Circular. (1) Subject to compliance by the Purchaser and/or the Parent with this Section 2.42.4(4), promptly after the execution of this Agreement, the Company shall prepare and complete complete, in consultation with the Purchaser, the Company Circular together with any other documents required by the NSCAABCA, Applicable Securities Laws and other applicable Applicable Laws in connection with the Company Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable within five (5) Business Days after obtaining the Interim Order, cause the Company Circular and other documentation required in connection with the Company Meeting to be filed and to be sent to each Shareholder, each holder of Options, Warrants Common Shareholder and SARs, the directors of the Company, the auditors of the Company and any other persons Persons as required by the Interim Order and applicable Applicable Laws, in each case so as to permit the Company Meeting to be held within the time required by Section 2.3(1).
(2) The Company shall ensure that prepare the Company Circular (other than with respect to any information required by Applicable Laws, or reasonably required by the Company in order to comply with Applicable Laws, to be furnished by the Purchaser or its affiliates) such that it complies in all material respects with all applicable Applicable Laws, and, without limiting the generality of the foregoing, that the Company Circular shall (including with respect to any information incorporated therein by reference) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information required by Applicable Laws, or reasonably required by the Company in order to comply with Applicable Laws, to be furnished by the Parent, the Purchaser or their its affiliates) and shall provide the Common Shareholders with information in sufficient detail to permit them to form a reasoned judgment judgement concerning the matters to be placed before them at the Company Meeting. The Subject to Section 9.2(1), the Company Circular shall will include the Board Determinations, a written copy of the Fairness Opinion, and a statement that each director and officer of the Company Recommendationintends to vote all of such director’s and officer’s Company Shares (including any Shares issued upon the exercise of any Options or Warrants).
(3) The Purchaser and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related thereto, and reasonable consideration shall be given to any comments made by the Purchaser and its counsel, provided that all information relating solely to the Purchaser, the Parent or their Purchaser and its affiliates included in the Company Circular shall be in form and content satisfactory to the Purchaser, acting reasonably.
(4) The Purchaser and the Parent shall will furnish to the Company all such information concerning the Purchaser, the Parent itself and their respective its affiliates and any financing sources, as applicable, as may be reasonably required by the Company in the preparation of the Company Circular and other documents related thereto, and the Purchaser and the Parent shall ensure that no such information shall will contain any untrue statement of a material fact or omit to state a material fact concerning the Purchaser or its affiliates required to be stated in the Company Circular in order to make any information so furnished or any information concerning itself not misleading in light of the circumstances in which it is disclosed.
(5) The Purchaser and the Parent shall jointly and severally will indemnify and save harmless the Company’s Representatives , its Subsidiaries and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s Representatives , any Subsidiary or any of their respective directors, officers, employees, agents, advisors or representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(i) of any misrepresentation or alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates included in the Company Circular that is provided by the Purchaser, the Parent or their affiliates in writing Purchaser for the purpose of inclusion in the Company Circular; and
(ii) any order made, as required by Applicable Laws or any inquiry, investigation or proceeding by any Governmental Entity (including any Securities Authority), to the extent based on any misrepresentation or any alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates and provided as reasonably required by the Purchaser, the Parent or their affiliates Company in writing for the purpose of inclusion in the Company Circularorder to comply with Applicable Laws.
(6) The Company, Each of the Purchaser and the Parent Parties shall promptly notify each the other Parties if at any time before the Effective Date it becomes aware (in the case of the Company only with respect to the Company and in the case of the Purchaser only with respect to the Purchaser and its affiliates) that the Company Circular Circular, an application for a Regulatory Approval or any other order, registration, consent, ruling, exemption, no action letter or approval, any registration statement or any circular or other filing under Applicable Laws contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Company Circular, such application, registration statement, circular or filing and the Parties shall co-operate in the preparation of any amendment or supplement to the Company Circular, as required or appropriate, and the Company shall, subject to compliance by the Purchaser and/or the Parent with this of Section 2.4, and, if required by the Court or applicable Laws2.4(4), promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to Common Shareholders and, if required by the Shareholders and Court or Applicable Laws, file the same with the Securities Authorities and as otherwise required.
Appears in 1 contract
Sources: Acquisition Agreement (Big Lots Inc)
The Company Circular. (1) Subject to the Purchaser's compliance by the Purchaser and/or the Parent with this Section 2.4, promptly after the execution of this Agreement2.4(4), the Company shall as promptly as reasonably practicable prepare and complete complete, in consultation with the Purchaser and its legal counsel, the Company Circular together with any other documents required by Law and the NSCA, Applicable Securities Laws and other applicable Laws Interim Order in connection with the Company Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable on a timely basis after obtaining the Interim Order, cause the Company Circular and such other documentation required in connection with the Company Meeting documents to be filed and to be sent to each Shareholder, Shareholder and each holder of Options, Warrants and SARs, the directors of the Company, the auditors of the Company and any other persons Person as required by the Interim Order and applicable LawsLaw, in each case so as to permit the Company Meeting to be held within by the time required by date specified in Section 2.3(12.3(a).
(2) The Company shall ensure that the Company Circular complies in all material respects with all applicable LawsLaw and the Interim Order, and, without 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 Company Circular pursuant to Section 2.4(4)) and provides the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, that the Company Circular shall not contain any untrue statement of must include: (i) a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light copy of the circumstances Fairness Opinion; (ii) a statement that the Board has received the Fairness Opinion and, upon the unanimous recommendation of the Special Committee, has unanimously determined, after receiving legal and financial advice, that
(a) the Arrangement is fair, from a financial point of view, to the Shareholders, (b) the Arrangement and the entering into of this Agreement are in the best interests of the Company and (c) the Board unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”); and (iii) a statement that each of the Supporting Shareholders have entered into Voting and Support Agreements pursuant to which they are made (other than with respect intend to any information furnished by vote all of their Shares in favour of the Parent, the Purchaser or their affiliates) 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 Company Meeting. The Company Circular shall include the Company RecommendationArrangement Resolution.
(3) The Company shall give the Purchaser and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related theretodocuments, and shall give reasonable consideration shall be given to any comments made by the Purchaser and its legal counsel, provided and agrees that all information relating solely to the Purchaser, the Parent or their Purchaser and its affiliates included for inclusion in the Company Circular shall and any information describing the terms of the Arrangement, the Plan of Arrangement and this Agreement 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 Company Circular prior to its filing and its mailing to the Shareholders and other Persons.
(4) The Purchaser and the Parent shall furnish provide to the Company in writing, on a timely basis, all such necessary information concerning the Purchaser, the Parent Purchaser and their respective its affiliates and any financing sources, as applicable, as may that is required by Law to be reasonably required included by the Company in the preparation of the Company Circular and other documents related theretowhich is requested in writing by the Company, and the Purchaser and the Parent shall ensure that no such information shall does not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company Circular in order to make any information so furnished not misleading in light of the circumstances in which it is disclosedMisrepresentation.
(5) The Purchaser and the Parent shall jointly and severally indemnify and save harmless the Company’s Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s Representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(i) any misrepresentation or alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates included in the Company Circular that is provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular; and
(ii) any order made, or any inquiry, investigation or proceeding by any Governmental Entity (including any Securities Authority), to the extent based on any misrepresentation or any alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates and provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular.
(6) The Company, the Purchaser and the Parent Each Party shall promptly notify each the other Party if at any time before the Effective Date it becomes aware that the Company Circular contains an untrue statement of a material fact Misrepresentation or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement. The Parties shall, in a manner consistent with this Section 2.4, cooperate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shallshall promptly mail, subject file or otherwise publicly disseminate any such amendment or supplement to compliance the Shareholders and such other Persons, if any, as required by the Purchaser and/or the Parent with this Section 2.4, Interim Order and, if required by the Court or applicable Lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Securities Authorities or any other Governmental Entity.
(6) The Company shall promptly notify the Purchaser upon the receipt of any correspondence with respect to the Company Circular, the Company Meeting or the Arrangement, whether written or oral, from any Securities Authority or the staff of a Securities Authority or any request from any Securities Authority or the staff of a Securities Authority for information related to the Company Circular, the Company Meeting or the Arrangement or amendments or supplements to the Company Circular, and shall promptly provide the Purchaser with copies of all correspondence between the Company and its Representatives, on the one hand, and any Securities Authority or the staff of a Securities Authority, on the other hand with respect to such correspondence. The Company shall respond as otherwise requiredpromptly as reasonably practicable to any correspondence with respect to the Company Circular, the Company Meeting or the Arrangement from any Securities Authority or the staff of a Securities Authority, and shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on any such response prior to submitting it to any Securities Authority or the staff of a Securities Authority, and shall give reasonable consideration to any comments made thereon by the Purchaser and its legal counsel.
Appears in 1 contract
Sources: Arrangement Agreement
The Company Circular. (1) Subject to compliance by the Purchaser and/or The Company shall, as promptly as reasonably practicable, prepare and complete, in consultation with the Parent with this Section 2.4and the Purchaser, promptly after the execution of this Agreement, the Company shall prepare and complete the Company Circular together with any other documents required by the NSCA, Applicable Securities Laws and other applicable Laws Law in connection with the Company Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and such other documentation required in connection with the Company Meeting documents to be filed and to be sent to each Shareholder, each holder of Options, Warrants Company Securityholder and SARs, the directors of the Company, the auditors of the Company and any other persons Person as required by the Interim Order and applicable LawsLaw, in each case so as to permit the Company Meeting to be held within by the time required by date specified in Section 2.3(1).
(2) The Company shall ensure that the Company Circular complies in all material respects with all applicable LawsLaw, anddoes not contain any Misrepresentation (except that the Company shall not be responsible for any information relating to the Parent and the Purchaser, without including the Parent Shares) and provides the Company Securityholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include: (i) a copy of the Company Fairness Opinion, (ii) a statement that the Special Committee has received the Company Fairness Opinion, and has, after receiving legal and financial advice, unanimously recommended that the Company Circular shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make Board approve the statements contained therein not misleading Arrangement Agreement and that the Company Securityholders vote in light favour of the circumstances in which they are made Arrangement Resolution, (other than with respect to any information furnished by the Parent, the Purchaser or their affiliatesiii) 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 statement that the Company Meeting. The Company Circular shall include Board has received the Company Fairness Opinion, and has unanimously, after receiving legal and financial advice and the recommendation of the Special Committee, determined that the Arrangement Resolution is in the best interests of the Company and the Company Securityholders and recommends that the Company Securityholders vote in favour of the Arrangement Resolution (the "Company Board Recommendation"), and (iv) a statement that the Locked-up Securityholders have entered into the Voting Agreements pursuant to which, subject to the terms of the Voting Agreements and the terms of this Agreement, they have agreed to vote all their Common Shares, Company Options and Company Warrants, as applicable, in favour of the Arrangement Resolution.
(3) The Company shall give the Parent and the Purchaser and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related theretodocuments, and shall give reasonable consideration shall be given to any comments made by the Parent and the Purchaser and its counsel, provided and agrees that all information relating solely to the Purchaser, Parent and the Parent or their affiliates Purchaser included in the Company Circular shall must be in a form and content satisfactory to each of the Parent and the Purchaser, acting reasonably.
(4) The Purchaser Parent and the Parent Purchaser shall furnish to the Company provide all such necessary information concerning the Purchaser, the Parent and their respective affiliates and any financing sources, as applicable, as may the Purchaser that is required by Law to be reasonably required included by the Company in the preparation Company Circular or other related documents to the Company in writing and shall ensure that such information does not include any Misrepresentation. The Parent and the Purchaser shall use reasonable commercial 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 Company Circular and other documents related thereto, and to the Purchaser and the Parent shall ensure that no such information shall contain any untrue statement of a material fact or omit to state a material fact required to be stated identification in the Company Circular in order of each such advisor and shall use reasonable commercial efforts to make ensure that such information does not contain any information so furnished not misleading in light of Misrepresentation concerning the circumstances in which it is disclosedParent, the Purchaser or the Parent Shares.
(5) The Purchaser and the Parent shall jointly and severally indemnify and save harmless the Company’s Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s Representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(i) any misrepresentation or alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates included in the Company Circular that is provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular; and
(ii) any order made, or any inquiry, investigation or proceeding by any Governmental Entity (including any Securities Authority), to the extent based on any misrepresentation or any alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates and provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular.
(6) The Company, the Purchaser and the Parent Each Party shall promptly notify each the other Party if at any time before the Effective Date it becomes aware that the Company Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are madeMisrepresentation, or that otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shallshall promptly mail, subject file or otherwise publicly disseminate any such amendment or supplement to compliance by the Purchaser and/or the Parent with this Section 2.4, Company Securityholders and, if required by the Court or applicable Lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Securities Authorities and or any other Governmental Entity as otherwise required.
Appears in 1 contract
The Company Circular. (1) Subject to compliance by the Purchaser and/or the Parent with this Section 2.4, promptly after the execution of this Agreement, the Company shall prepare and complete the Company Circular together with any other documents required by the NSCA, Applicable Securities Laws and other applicable Laws in connection with the Company Meeting and the Arrangement, and the The Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and other documentation required in connection with the Company Meeting to be filed and to be sent to each Shareholder, each holder of Options, Warrants and SARs, the directors of the Company, the auditors of the Company and any other persons as required by the Interim Order and applicable Laws, in each case so as to permit the Company Meeting to be held within by the time date specified in Section 2.3: (i) subject to the Purchaser’s compliance with Section 2.4(4), prepare and complete, in consultation with the Purchaser, the Company Circular, together with any other documents required by Section 2.3(1)Law in connection with the Company Meeting; (ii) reasonably promptly after obtaining the Interim Order, use commercially reasonable efforts to cause the Company Circular and such other documents to be filed and disseminated to each Common Shareholder, holder of Company Options, holder of Company PSUs and other Person as required by the Interim Order and Law; and (iii) to the extent required by Law, as promptly as reasonably practicable, use commercially reasonable efforts to prepare, file and disseminate to the Company Shareholders and other Persons as required by the Interim Order and Law any supplement or amendment to the Company Circular (after the Purchaser has had a reasonable opportunity to review and comment thereon) if the Company shall become aware of any event which requires such action at any time prior to the Company Meeting.
(2) The Company shall ensure that the Company Circular complies in all material respects with all applicable Lawsthe Interim Order and Law, and, without limiting the generality of the foregoing, that the Company Circular shall does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made Misrepresentation (other than with respect to any information furnished by the Parent, the Purchaser or their affiliatesaffiliates whether pursuant to Section 2.4(2) or otherwise) and shall provide provides the Common Shareholders with sufficient information in sufficient detail to permit them to form a reasoned judgment judgement concerning the matters to be placed before them at the Company Meeting. The Without limiting the generality of the foregoing but subject to the terms of this Agreement and the compliance by the directors and officers of the Company with their fiduciary duties, the Company Circular shall include must include: (i) a copy of the Fairness Opinions, (ii) the Board Recommendation, and (iii) a statement that each of the Supporting Shareholders has signed a Voting Agreement, pursuant to which, and subject to the terms thereof, they have agreed to, among other things, to vote all of such Person’s Common Shares (including any Common Shares issued upon the exercise of any Company RecommendationOptions or settlement of Company PSUs) in favour of the Arrangement Resolution.
(3) The Company shall give the Purchaser and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related theretodocuments, and shall give reasonable consideration shall be given to any comments made by the Purchaser and its counsel, provided and agrees that all information relating solely to the Purchaser, the Parent or their affiliates Purchaser included in the Company Circular shall must be in form and content satisfactory to the Purchaser, acting reasonably.
(4) The Purchaser and the Parent shall furnish to the Company provide on a timely basis all such necessary information concerning the Purchaser, the Parent Purchaser and their respective its affiliates and any financing sources, as applicable, as may that is required by Law to be reasonably required included by the Company in the preparation of Company Circular, or other related documents, to the Company Circular and other documents related theretoin writing, and the Purchaser and the Parent shall use its best efforts to ensure that no such information shall does not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company Circular in order to make any information so furnished not misleading in light of the circumstances in which it is disclosed.
(5) Misrepresentation. The Purchaser and the Parent shall jointly and severally indemnify and save harmless the Company’s Company and its affiliates and its respective Representatives from and against any and all liabilities, claims, claims demands, losses, costs, damages and expenses (excluding any loss of profits or consequential damages) to which the Company’s Representatives they may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(i) any misrepresentation Misrepresentation or alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates included in the Company Circular that is provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion Misrepresentation in the Company Circular; and
(ii) any order madeOrder made by, or Proceeding brought, conducted or heard by or before, any inquiry, investigation Securities Authority or proceeding by any other Governmental Entity (including based upon any Securities Authority), Misrepresentation in the Company Circular; except that the Purchaser shall only be liable in any such case to the extent that any such liabilities, claims, demands, losses, costs, damages and expenses arise out of or are based on solely upon any misrepresentation or any alleged misrepresentation Misrepresentation contained in any information related to included in the Purchaser, the Parent or their affiliates and Company Circular provided by the Purchaser, the Parent or their affiliates Purchaser in writing for the purpose of inclusion in the Company Circular.
(65) The Company, Company and the Purchaser and the Parent shall will promptly notify each other if at any time before the Effective Date it of them becomes aware that the Company Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are madeMisrepresentation, or that otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shallshall promptly mail, subject file or otherwise publicly disseminate any such amendment or supplement to compliance by those Persons to whom the Purchaser and/or the Parent with this Company Circular was sent pursuant to Section 2.4, 2.4(1) and, if required by the Court or applicable Lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Securities Authorities and or any other Governmental Entity as otherwise required.
Appears in 1 contract
Sources: Arrangement Agreement (Merus Labs International Inc.)
The Company Circular. (1) Subject to the Purchaser’s compliance by the Purchaser and/or the Parent with this Section 2.4, promptly after the execution of this Agreement2.4(4), the Company shall promptly prepare and complete the Company Circular together with any other documents required by the NSCA, Applicable Securities Laws and other applicable Laws Law in connection with the Company Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and such other documentation required in connection with the Company Meeting documents to be filed and to be sent to each Shareholder, each holder of Options, Warrants Shareholder and SARs, the directors of the Company, the auditors of the Company and any other persons Persons as required by the Interim Order and applicable LawsLaw, in each case using commercially reasonable efforts so as to permit the Company Meeting to be held within by the time required by date specified in Section 2.3(1)2.3.
(2) The Company shall ensure that the Company Circular complies in all material respects with all applicable Lawsthe Interim Order and Law, does not contain any Misrepresentation (provided that the Company shall not be responsible for the accuracy of any information furnished by the Purchaser pursuant to Section 2.4(4)) and, without in the judgment of the Board, provides Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, that the Company Circular shall not contain any untrue statement must include: (a) a copy of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light each of the circumstances Fairness Opinions; (b) a statement that the Board has determined unanimously that the Arrangement is in which they are made (other than with respect to any information furnished by the Parent, the Purchaser or their affiliates) 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 best interests of the Company Meeting. The Company Circular shall include and recommends that Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”); and (c) a statement that each director of the Company Recommendationintends to vote all such individual’s Shares in favour of the Arrangement Resolution.
(3) The Company shall give the Purchaser and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related theretodocuments, and shall give reasonable consideration shall be given to any comments made by the Purchaser and its legal counsel, provided and agrees that all information relating solely to the Purchaser, the Parent or their affiliates Purchaser included in the Company Circular shall must be in a form and content satisfactory to the Purchaser, acting reasonably.
(4) The Purchaser and the Parent shall furnish provide in writing to the Company Company, on a timely basis, all such necessary information concerning the Purchaser, the Parent Purchaser and their respective affiliates and any financing sources, as applicable, as may be reasonably its Affiliates that is required by the Company in the preparation of the Company Circular and other documents related thereto, and the Purchaser and the Parent shall ensure that no such information shall contain any untrue statement of a material fact or omit to state a material fact required Law to be stated included in the Company Circular in order to make Circular, which information shall not contain any information so furnished not misleading in light of the circumstances in which it is disclosedMisrepresentation.
(5) The Purchaser and the Parent shall jointly and severally indemnify and save harmless the Company’s Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s Representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(i) any misrepresentation or alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates included in the Company Circular that is provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular; and
(ii) any order made, or any inquiry, investigation or proceeding by any Governmental Entity (including any Securities Authority), to the extent based on any misrepresentation or any alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates and provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular.
(6) The Company, the Purchaser and the Parent Each Party shall promptly notify each the other Party if at any time before the Effective Date it becomes aware that the Company Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are madeMisrepresentation, or that otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shallshall promptly mail, subject file or otherwise publicly disseminate any such amendment or supplement to compliance by those persons to whom the Purchaser and/or the Parent with this Company Circular was sent pursuant to Section 2.4, 2.4(1) and, if required by the Court or applicable Lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Securities Authorities and as otherwise requiredor any other Governmental Entity.
Appears in 1 contract
The Company Circular. (1) Subject to the Purchaser’s and the Parent’s compliance by the Purchaser and/or the Parent with this Section 2.4, promptly after the execution of this Agreement2.4(4), the Company shall prepare and complete the Company Circular together with any other documents required by the NSCA, Applicable Securities Laws and other applicable Laws Law in connection with the Company Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and such other documentation required in connection with the Company Meeting documents to be filed and to be sent to each Shareholder, each holder of Options, Warrants Affected Securityholder and SARs, the directors of the Company, the auditors of the Company and any other persons Persons as required by the Interim Order and applicable LawsLaw, in each case using commercially reasonable efforts so as to permit the Company Meeting to be held within by the time required by date specified in Section 2.3(1)2.3.
(2) The On the date of mailing thereof, the Company shall ensure that the Company Circular complies in all material respects with all applicable LawsLaw, and, without does not contain any Misrepresentation (provided that the Company shall not be responsible for the accuracy of any information furnished by the Purchaser or the Parent in writing specifically for purposes of inclusion in the Company Circular pursuant to Section 2.4(4) and provides the Affected Securityholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, that the Company Circular shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light must include: (i) copies of the circumstances Fairness Opinions; (ii) unless a Change in which they are Recommendation has been made (other than in accordance with respect this Agreement prior to any information furnished by the Parent, the Purchaser or their affiliates) 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 date of the Company Meeting. The Company Circular shall include Circular, a statement that the Special Committee has received the Fairness Opinions and has, after receiving legal and financial advice, recommended that the Board approve the Arrangement and recommend that the Affected Securityholders vote in favour of the Arrangement Resolution; (iii) unless a Change in Recommendation has been made in accordance with this Agreement prior to the date of the Company Circular, a statement that the Board has received the Fairness Opinions and has, after receiving legal and financial advice, determined that the Arrangement is in the best interests of the Company and recommends that the Affected Securityholders vote in favour of the Arrangement Resolution (the “Board Recommendation”); and (iv) a statement that each of the Locked-Up Securityholders has entered into a Support and Voting Agreement pursuant to which such Locked-Up Securityholder has agreed to vote all of such Locked-Up Securityholder’s Shares and/or Incentive Securities in favour of the Arrangement Resolution.
(3) The Company shall give the Purchaser and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related theretodocuments, and shall give reasonable consideration shall be given to any comments made by the Purchaser or the Parent and its legal counsel, provided and agrees that all information relating solely to the Purchaser, Purchaser or the Parent or their affiliates included in the Company Circular shall must be in a form and content satisfactory to the Purchaser, acting reasonably.
(4) The Purchaser and the Parent shall furnish provide to the Company in writing, on a timely basis, all such necessary information concerning the Purchaser, the Parent Purchaser and their respective its affiliates and any financing sources, as applicable, as may that is required by Law to be reasonably required included by the Company in the preparation of the Company Circular and other documents related thereto, and the Purchaser and the Parent shall ensure that no such information shall does not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company Circular in order to make any information so furnished not misleading in light of the circumstances in which it is disclosedMisrepresentation.
(5) The Purchaser and the Parent shall jointly and severally indemnify and save harmless the Company’s Company and its Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s Company or any of its Representatives may be subject or which the Company or any of its Representatives may suffer, in any way caused bysuffer as a result of, or arisingarising from, directly or indirectly, from or in consequence of:
(i) any misrepresentation or alleged misrepresentation Misrepresentation contained in any information related to the Purchaser, the Parent or their affiliates included in the Company Circular that is provided was furnished in writing by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular; and
(ii) any order made, or any inquiry, investigation or proceeding by any Governmental Entity (including any Securities Authority), to the extent based on any misrepresentation or any alleged misrepresentation in any information related to the Purchaser, the Parent or their its affiliates and provided by the Purchasertheir respective Representatives acting on their behalf, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular.
(6) The Company, the Purchaser and the Parent Each Party shall promptly notify each the other Parties if at any time before the Effective Date it becomes aware that the Company Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are madeMisrepresentation, or that otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shallshall promptly mail, subject file or otherwise publicly disseminate any such amendment or supplement to compliance by the Purchaser and/or the Parent with this Section 2.4, Affected Securityholders and, if required by the Court or applicable Lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Securities Authorities and as otherwise requiredor any other Governmental Entity.
Appears in 1 contract
Sources: Arrangement Agreement (Toro Co)
The Company Circular. (1) Subject to compliance by the Purchaser and/or the Parent with this Section 2.4, promptly after the execution of this Agreement, the The Company shall promptly prepare and complete complete, in consultation with Parent, the Company Circular together with any other documents required by the NSCA, Applicable Securities Laws and other applicable Laws Law in connection with the Company Shareholder Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim OrderOrder as is practicable and, in any event, within 45 (forty-five) days following the date of this Agreement, cause the Company Circular and such other documentation required in connection with the Company Meeting documents to be filed under Securities Laws and to be sent to each Shareholder, each holder of Options, Warrants and SARs, the directors of the Company, the auditors of the Company Shareholder and any other persons Person as required by the Interim Order and applicable LawsLaw, in each case so as to permit the Company Shareholder Meeting to be held within by the time required by date specified in Section 2.3(1). The Company shall prepare the Company Circular in the French language if required by Law.
(2) The Company shall ensure that the Company Circular complies in all material respects with all applicable LawsLaw, and, without limiting the generality of the foregoing, that the Company Circular shall does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made Misrepresentation (other than with respect to any information furnished provided in writing by Parent or its legal counsel for inclusion in the Parent, the Purchaser or their affiliatesCompany Circular) and shall provide provides the Company Shareholders with sufficient information in sufficient detail to permit them to form a reasoned judgment judgement concerning the matters to be placed before them at the Company Shareholder Meeting. The Without limiting the generality of the foregoing, the Company Circular shall include must include: (i) a statement that the Company Board, after receiving legal and financial advice, determined that the Arrangement Resolution is in the best interests of the Company and recommends that the Company Shareholders vote in favour of the Arrangement Resolution (the “Company Board Recommendation”), and (ii) a statement that each director and senior officer of the Company has agreed to vote all of such individual’s Company Shares in favour of the Arrangement Resolution, subject to other terms of this Agreement and the Voting Support Agreements.
(3) Parent shall furnish to the Company all such information regarding it and its affiliates as may be required by Law or which is reasonably requested by the Company in the preparation of the Company Circular. Parent shall ensure that such information shall not include a Misrepresentation.
(4) The Purchaser Company shall give Parent and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related theretodocuments, and reasonable shall give due consideration shall to any comments made by Parent and its counsel, and agrees that all information relating solely to Parent included in the Company Circular must be given in a form and content satisfactory to Parent, acting reasonably after giving due consideration to any comments made by the Purchaser and its counsel, provided that all information relating solely to the Purchaser, the Parent or their affiliates included in the Company Circular shall be in form and content satisfactory to the Purchaser, acting reasonably.
(4) The Purchaser and the Parent shall furnish to the Company all such information concerning the Purchaser, the Parent and their respective affiliates and any financing sources, as applicable, as may be reasonably required by the Company in the preparation of the Company Circular and other documents related thereto, and the Purchaser and the Parent shall ensure that no such information shall contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company Circular in order to make any information so furnished not misleading in light of the circumstances in which it is disclosedCompany.
(5) The Purchaser and the Parent shall jointly and severally indemnify and save harmless the Company’s Representatives Company and its directors and officers from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s Representatives , or any of its directors or officers, may be subject or may suffer, in suffer that result primarily from any way caused by, or arising, directly or indirectly, from or in consequence of:
(i) any misrepresentation Misrepresentation or alleged misrepresentation Misrepresentation in any information related with respect to the Purchaser, the Parent or their affiliates Acquireco included in the Company Circular (in the form acceptable to Parent) and that is provided by the Purchaser, the or on behalf of Parent or their affiliates in writing Acquireco for the purpose of inclusion in the Company Circular; and
(ii) any order made, or any inquiry, investigation or proceeding by any Governmental Entity (including any Securities AuthorityCircular pursuant to Section 2.4(3), to the extent based on any misrepresentation or any alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates and provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular.
(6) The Company, the Purchaser and the Parent Each Party shall promptly notify each the other Party if at any time before the Effective Date it becomes aware that the Company Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are madeMisrepresentation, or that otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shallshall promptly mail, subject file or otherwise publicly disseminate any such amendment or supplement to compliance by the Purchaser and/or the Parent with this Section 2.4, Company Shareholders and, if required by the Court or applicable Lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Securities Authorities and or any other Governmental Entity as otherwise required.
Appears in 1 contract
Sources: Arrangement Agreement
The Company Circular. (1) Subject to compliance by In connection with the Purchaser and/or the Parent with this Section 2.4, promptly after the execution of this AgreementCompany Meeting, the Company shall shall, so as to permit the Company Meeting to be held in accordance with Section 2.3(1)(a): (i) as promptly as reasonably practicable after the date hereof prepare and complete the Company Circular together with any other documents required by the NSCA, Applicable Securities Laws and other applicable Laws Law in connection with the Company Meeting and the Arrangement, and file with the SEC the Company shallCircular, (ii) respond as promptly as reasonably practicable to any comments received from the SEC with respect to such filing and provide copies of such comments to the Purchaser promptly upon receipt and copies of proposed responses to SEC comments prior to filing, (iii) as promptly as reasonably practicable prepare and file (after the Purchaser has had a reasonable opportunity to review and comment on) any amendments or supplements necessary to be filed in response to any SEC comments or as required by Law, (iv) use its reasonable best efforts to have the SEC confirm that it has no further comments on the Company Circular, and thereafter, following receipt of the Interim Order, file the Company Circular on SEDAR and ▇▇▇▇▇, and mail to the Shareholders as promptly as reasonably practicable, the Company Circular and all other customary proxy or other materials for meetings such as the Company Meeting, (v) to the extent required by Law, as promptly as reasonably practicable after obtaining prepare, file and distribute to the Interim OrderShareholders any supplement or amendment to the Company Circular if any event shall occur which requires such action at any time prior to the Company Meeting, cause and (vi) otherwise use its reasonable best efforts to comply with all requirements of Law applicable to the Company Meeting and the Arrangement. The Parties shall cooperate with each other in connection with the preparation and filing of the Company Circular, including promptly furnishing the other Party upon request with any and all information as may be required to be set forth in the Company Circular and other documentation required Schedule 13E-3 under Law. If applicable, in connection with the filing of the Company Meeting Circular, the Company and the Purchaser shall cooperate to (i) concurrently with the preparation and filing of the Company Circular, jointly prepare and file with the SEC the Schedule 13E-3 relating to the transactions contemplated hereby and furnish to each other all information concerning such Party as may be reasonably requested in connection with the preparation of the Schedule 13E-3, (ii) respond as promptly as reasonably practicable to any comments received from the SEC with respect to such filings and shall consult with each other prior to providing such response, (iii) as promptly as reasonably practicable after consulting with each other, prepare and file any amendments or supplements necessary to be filed and in response to be sent to each Shareholder, each holder of Options, Warrants and SARs, the directors of the Company, the auditors of the Company and any other persons SEC comments or as required by Law, (iv) have the Interim Order SEC confirm that it has no further comments on the Schedule 13E-3 and applicable Laws(v) to the extent required by Law, in each case so as promptly as reasonably practicable prepare, file and distribute to permit the Shareholders any supplement or amendment to the Schedule 13E-3 if any event shall occur which requires such action at any time prior to the Company Meeting to be held within the time required by Section 2.3(1)Meeting.
(2) The Company shall ensure that the Company Circular complies in all material respects with all applicable Lawsthe Interim Order and Law, and, without does not contain any Misrepresentation (provided that the Company shall not be responsible for the accuracy of any information furnished by the Purchaser or its Representatives in writing specifically for the purpose of inclusion in the Company Circular) and provides the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, that the Company Circular shall not contain any untrue statement of must include: (i) a material fact copy or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light summary of the circumstances in which they are made Valuation, (ii) a copy of the Fairness Opinion, (iii) a statement that the Independent Committee and the Board have received the Valuation and Fairness Opinion, and that the Independent Committee and the Board have each, after receiving legal and financial advice, determined that the Arrangement is fair to the holders of Restricted Voting Shares (other than with respect to any information furnished by the Parent, the Purchaser or their affiliatesParties, Key Management and any other affiliated Shareholders) and shall provide that the Shareholders with information Arrangement Resolution is in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at best interests of the Company Meeting. The Company Circular shall include and recommends that Shareholders (other than the Purchaser Parties, Key Management and any other affiliated Shareholders) vote in favour of the Arrangement Resolution (the “Board Recommendation”), on a unanimous basis on the date of this Agreement (excluding each member of the Board who is a JLL Nominee or member of Key Management and has declared their respective interest and abstained from voting) and (iv) a statement as to whether each director and senior officer of the Company Recommendation(other than any Purchaser Party) intends to vote all of such individual’s Restricted Voting Shares in favour of the Arrangement Resolution.
(3) The Company shall give the Purchaser and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related theretodocuments, and shall give reasonable consideration shall be given to any comments made by the Purchaser and its counsel, provided and agrees that all information relating solely to the Purchaser, the Parent or their affiliates Purchaser included in the Company Circular shall must be in a form and content satisfactory to the Purchaser, acting reasonably.
(4) The Purchaser and the Parent shall furnish to the Company provide all such necessary information concerning the Purchaser, the Parent Purchaser and their respective its affiliates and any financing sources, as applicable, as may that is required by Law to be reasonably required included by the Company in the preparation of Company Circular or other related documents to the Company Circular and other documents related theretoin writing, and the Purchaser and the Parent shall ensure that no such information shall does not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company Circular in order to make any information so furnished not misleading in light of the circumstances in which it is disclosedMisrepresentation.
(5) Each Party shall promptly notify the other Party if it becomes aware that the Company 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 the Company 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.
(6) The Purchaser and the Parent shall jointly and severally indemnify and save harmless the Company’s , its Subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses (excluding any loss of profits or consequential damages) to which the Company’s , any Subsidiary of the Company or any of their respective Representatives may be subject or may suffer, in any way caused by, or arising, arising directly or indirectly, from or in consequence consequences of:
: (ia) any misrepresentation Misrepresentation or alleged misrepresentation Misrepresentation in any information related relating to the Purchaser, the Parent or their affiliates Purchaser Parties included in the Company Circular that is provided by the Purchaser, the Parent Purchaser or their affiliates its Representatives in writing for the purpose of inclusion in the Company Circular; and
(iib) any order made, or any inquiry, investigation or proceeding Proceeding by any Securities Authority or other Governmental Entity (including any Securities Authority)Entity, to the extent based on any misrepresentation Misrepresentation or any alleged misrepresentation Misrepresentation in any information related relating to the Purchaser, Purchaser included in the Parent or their affiliates and Company Circular that is provided by the Purchaser, the Parent Purchaser or their affiliates its Representatives in writing for the purpose of inclusion in the Company Circular.
; or (6c) The Company, the Purchaser and the Parent shall promptly notify each other if at not complying with any time before the Effective Date it becomes aware that the Company Circular contains an untrue statement requirement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading Laws in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Company Circular, as required or appropriate, and the Company shall, subject to compliance by the Purchaser and/or the Parent with this Section 2.4, and, if required by the Court or applicable Laws, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same connection with the Securities Authorities and as otherwise requiredtransactions contemplated by this Agreement.
Appears in 1 contract
Sources: Arrangement Agreement (Patheon Inc)
The Company Circular. (1) Subject to the Purchaser’s compliance by the Purchaser and/or the Parent with this Section 2.4, promptly after the execution of this Agreement2.4(4), the Company shall shall, as promptly as reasonably practicable, prepare and complete complete, in consultation with the Purchaser, the Company Circular together with any other documents required by the NSCA, Applicable Securities Laws and other applicable Laws Law in connection with the Company Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and such other documentation required in connection with the Company Meeting documents to be filed and to be sent to each Shareholder, each holder of Options, Warrants Affected Securityholder and SARs, the directors of the Company, the auditors of the Company and any other persons Persons as required by the Interim Order and applicable LawsLaw, in each case using commercially reasonable efforts so as to permit the Company Meeting to be held within by the time required by date specified in Section 2.3(1)2.3.
(2) The Company shall ensure that the Company Circular complies in all material respects with all applicable LawsLaw, and, without does not contain any Misrepresentation (provided that the Company shall not be responsible for the accuracy of any information furnished by the Parent or the Purchaser in writing specifically for purposes of inclusion in the Company Circular pursuant to Section 2.4(4)) and provides the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include: (i) a summary and copy of the Fairness Opinion; (ii) a statement that the Board has, after receiving legal and financial advice, unanimously determined that the terms and conditions of the Arrangement are fair to the Shareholders and the Arrangement is in the best interests of the Company, and recommends that Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”); and (iii) a statement that the Company Circular shall not contain any untrue statement of a material fact or omit Supporting Shareholders have entered into the Company Voting and Support Agreements and intend to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading vote all their Shares in light favour of the circumstances in which they are made (other than with respect to any information furnished by the Parent, the Purchaser or their affiliates) 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 Company Meeting. The Company Circular shall include the Company RecommendationArrangement Resolution.
(3) The Company shall give the Purchaser and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related theretodocuments, and shall give reasonable consideration shall be given to any comments made by the Purchaser and its legal counsel, provided and agrees that all information relating solely to the Purchaser, the Parent or their Purchaser and its affiliates included in the Company Circular shall must be in a form and content satisfactory to the Purchaser, acting reasonably.
(4) The Purchaser and the Parent shall furnish to the Company provide, on a timely basis, all such necessary information concerning the Purchaser, the Parent and their respective the Purchaser and its affiliates and any financing sources, as applicable, as may that is required by Law to be reasonably required included by the Company in the preparation of Company Circular to the Company Circular and other documents related theretoin writing, and the Purchaser and the Parent shall ensure that no such information shall does not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company Circular in order to make any information so furnished not misleading in light of the circumstances in which it is disclosedMisrepresentation.
(5) The Purchaser and the Parent shall jointly and severally indemnify and save harmless the Company’s Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s Representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(i) any misrepresentation or alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates included in the Company Circular that is provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular; and
(ii) any order made, or any inquiry, investigation or proceeding by any Governmental Entity (including any Securities Authority), to the extent based on any misrepresentation or any alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates and provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular.
(6) The Company, the Purchaser and the Parent Each Party shall promptly notify each the other Party if at any time before the Effective Date it becomes aware that the Company Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are madeMisrepresentation, or that otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shallshall promptly mail, subject file or otherwise publicly disseminate in accordance with applicable Law any such amendment or supplement to compliance by the Purchaser and/or the Parent with this Section 2.4, Shareholders and, if required by the Court or applicable Lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Securities Authorities or any other Governmental Entity.
(6) 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 Company Circular, or any request from any Securities Authority or the staff of a Securities Authority for information related to the Company Circular or the Company Meeting or amendments or supplements to the Company 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 otherwise requiredpromptly as reasonably practicable to any correspondence from any Securities Authority or the staff of a Securities Authority with respect to the Company Circular, and the Company shall consult with the Purchaser and its 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 Company Circular or the dissemination thereof to the Shareholders, or submitting to any Securities Authority or the staff of a Securities Authority any response to any correspondence of the any Securities Authority or the staff of the Securities Authority with respect thereto, the Company shall provide the Purchaser and its 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 its counsel prior to such filing, dissemination or submission.
Appears in 1 contract
The Company Circular. (1) Subject to compliance by the Purchaser and/or the Parent with this Section 2.4, promptly after the execution of this Agreement, the Company shall prepare and complete the Company Circular together with any other documents required by the NSCABCBCA, Applicable Securities Laws and other applicable Laws in connection with the Company Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and other documentation required in connection with the Company Meeting to be filed and to be sent to each Shareholder, each holder of Options, Warrants Securityholder and SARs, the directors of the Company, the auditors of the Company and any other persons as required by the Interim Order and applicable Laws, in each case so as to permit the Company Meeting to be held within the time required by Section 2.3(1).
(2) The Company shall ensure that the Company Circular complies in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, that the Company Circular shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made misrepresentation (other than with respect to any written information furnished by the Parent, the Purchaser or their affiliates, the accuracy of which shall be the sole responsibility of Parent and Purchaser) and shall provide the Shareholders Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Company Meeting. The Company Circular shall include the Company Recommendation.
(3) The Company shall include in the Company Circular: (i) a copy of the Fairness Opinion; (ii) a statement that the Board of Directors has received the Fairness Opinion, and has unanimously determined (with directors abstaining or recusing themselves as required by Law or the Company’s constating documents), after receiving legal and financial advice: (A) that the Arrangement is fair to the Securityholders; (B) that the Arrangement and the entering into of this Agreement is in the best interests of the Company; and (C) that the Board of Directors (with directors abstaining or recusing themselves as required by Law or the Company's constating documents) recommends that the Securityholders entitled to vote thereon vote in favour of the Arrangement Resolution (collectively, the “Board Recommendation”), and (iii) a statement that each of the Company Locked-up Shareholders and the Company Locked-up Noteholders have entered into Support and Voting Agreements pursuant to which they intend to vote all of their Shares in favour of the Arrangement Resolution and against any resolution submitted by any Securityholder that is inconsistent therewith.
(4) The Purchaser and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related thereto, and reasonable consideration shall be given to any comments made by the Purchaser and its counsel, provided that all information relating solely to the Purchaser, the Parent or their affiliates or relating to the Arrangement included in the Company Circular shall be in form and content reasonably satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of the Company Circular prior to its mailing to the Securityholders.
(45) The Purchaser and the Parent shall furnish to the Company all such written information concerning the Purchaser, the Parent and their respective affiliates and any financing sourcesaffiliates, as applicable, as may be reasonably required by the Company in the preparation of the Company Circular and other documents related thereto, and the Purchaser and the Parent shall ensure that no such information shall contain any untrue statement of a material fact or omit to state a material fact required to be stated the extent included in the Company Circular in order to make shall contain any information so furnished not misleading in light of the circumstances in which it is disclosedmisrepresentation.
(56) The Purchaser and the Parent shall jointly and severally indemnify and save harmless the Company’s , its subsidiaries and their Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s , any subsidiary or any of their respective Representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(ia) any misrepresentation or alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates included in the Company Circular that is provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular; and
(iib) any order made, or any inquiry, investigation or proceeding Proceeding by any Securities Authority or other Governmental Entity (including any Securities Authority)Entity, to the extent based on any misrepresentation or any alleged misrepresentation in any information related solely to the Purchaser, the Parent or their affiliates and provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular.
(67) The Company, the Purchaser and the Parent shall promptly notify each other if at any time before the Effective Date it any of them respectively becomes aware that the Company Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are madeany misrepresentation, or that otherwise requires an amendment or supplement to the Company Circular, and the Parties shall co-operate in the preparation of any amendment or supplement to the Company Circular, as required or appropriate, and the Company shall, subject to compliance by the Purchaser and/or the Parent with this Section 2.4, and, if required by the Court or applicable Laws, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders Securityholders and file the same with the Securities Authorities and as otherwise required.
Appears in 1 contract
Sources: Arrangement Agreement (Genius Brands International, Inc.)
The Company Circular. (1) Subject to compliance by the Purchaser and/or The Company shall, as promptly as reasonably practicable, prepare and complete, in consultation with the Parent with this Section 2.4and the Purchaser, promptly after the execution of this Agreement, the Company shall prepare and complete the Company Circular together with any other documents required by the NSCA, Applicable Securities Laws and other applicable Laws Law in connection with the Company Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and such other documentation required in connection with the Company Meeting documents to be filed and to be sent to each Shareholder, each holder of Options, Warrants Company Securityholder and SARs, the directors of the Company, the auditors of the Company and any other persons Person as required by the Interim Order and applicable LawsLaw, in each case so as to permit the Company Meeting to be held within by the time required by date specified in Section 2.3(1).
(2) The Company shall ensure that the Company Circular complies in all material respects with all applicable LawsLaw, anddoes not contain any Misrepresentation (except that the Company shall not be responsible for any information relating to the Parent and the Purchaser, without including the Parent Shares) and provides the Company Securityholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include: (i) a copy of the Company Fairness Opinion, (ii) a statement that the Special Committee has received the Company Fairness Opinion, and has, after receiving legal and financial advice, unanimously recommended that the Company Circular shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make Board approve the statements contained therein not misleading Arrangement Agreement and that the Company Securityholders vote in light favour of the circumstances in which they are made Arrangement Resolution, (other than with respect to any information furnished by the Parent, the Purchaser or their affiliatesiii) 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 statement that the Company Meeting. The Company Circular shall include Board has received the Company Fairness Opinion, and has unanimously, after receiving legal and financial advice and the recommendation of the Special Committee, determined that the Arrangement Resolution is in the best interests of the Company and the Company Securityholders and recommends that the Company Securityholders vote in favour of the Arrangement Resolution (the “Company Board Recommendation”), and (iv) a statement that the Locked-up Securityholders have entered into the Voting Agreements pursuant to which, subject to the terms of the Voting Agreements and the terms of this Agreement, they have agreed to vote all their Common Shares, Company Options and Company Warrants, as applicable, in favour of the Arrangement Resolution.
(3) The Company shall give the Parent and the Purchaser and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related theretodocuments, and shall give reasonable consideration shall be given to any comments made by the Parent and the Purchaser and its counsel, provided and agrees that all information relating solely to the Purchaser, Parent and the Parent or their affiliates Purchaser included in the Company Circular shall must be in a form and content satisfactory to each of the Parent and the Purchaser, acting reasonably.
(4) The Purchaser Parent and the Parent Purchaser shall furnish to the Company provide all such necessary information concerning the Purchaser, the Parent and their respective affiliates and any financing sources, as applicable, as may the Purchaser that is required by Law to be reasonably required included by the Company in the preparation Company Circular or other related documents to the Company in writing and shall ensure that such information does not include any Misrepresentation. The Parent and the Purchaser shall use reasonable commercial 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 Company Circular and other documents related thereto, and to the Purchaser and the Parent shall ensure that no such information shall contain any untrue statement of a material fact or omit to state a material fact required to be stated identification in the Company Circular in order of each such advisor and shall use reasonable commercial efforts to make ensure that such information does not contain any information so furnished not misleading in light of Misrepresentation concerning the circumstances in which it is disclosedParent, the Purchaser or the Parent Shares.
(5) The Purchaser and the Parent shall jointly and severally indemnify and save harmless the Company’s Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s Representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(i) any misrepresentation or alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates included in the Company Circular that is provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular; and
(ii) any order made, or any inquiry, investigation or proceeding by any Governmental Entity (including any Securities Authority), to the extent based on any misrepresentation or any alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates and provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular.
(6) The Company, the Purchaser and the Parent Each Party shall promptly notify each the other Party if at any time before the Effective Date it becomes aware that the Company Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are madeMisrepresentation, or that otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shallshall promptly mail, subject file or otherwise publicly disseminate any such amendment or supplement to compliance by the Purchaser and/or the Parent with this Section 2.4, Company Securityholders and, if required by the Court or applicable Lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Securities Authorities and or any other Governmental Entity as otherwise required.
Appears in 1 contract
The Company Circular. (1) Subject to compliance by the Purchaser and/or the Parent with this Section 2.4, promptly after the execution of this Agreement, the The Company shall as promptly as reasonably practicable, prepare and complete complete, in consultation with the Purchaser, the Company Circular together with any other documents required by the NSCA, Applicable Securities Laws and other applicable Laws Law in connection with the Company Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim OrderOrder (and in all cases no later than seven (7) Business Days thereafter), cause the Company Circular and such other documentation required in connection with the Company Meeting documents to be filed and to be sent to each Shareholder, each holder of Options, Warrants Company Shareholder and SARs, the directors of the Company, the auditors of the Company and any other persons Person as required by the Interim Order and applicable LawsLaw, in each case so as to permit the Company Meeting to be held within by the time required by date determined pursuant to Section 2.3(1).
(2) The Company shall ensure that the Company Circular complies in all material respects with all applicable LawsLaw, anddoes not contain any Misrepresentation (except that the Company shall not be responsible for any information relating to the Purchaser, without including the Purchaser Shares) and provides the Company Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include: (i) a copy of the Company Fairness Opinion, (ii) a statement that the Company Circular shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make Board has received the statements contained therein not misleading Company Fairness Opinion, and has unanimously, after receiving legal and financial advice, determined that the Arrangement Resolution is in light the best interests of the circumstances Company and fair to the Company Shareholders and recommends that the Company Shareholders vote in which they are made favour of the Arrangement Resolution (other than with respect to any information furnished by the Parent“Company Board Recommendation”), and (iii) a statement that the Company Locked-up Shareholders have entered into the Purchaser or Voting Agreements and have agreed to vote all their affiliates) Common Shares in favour of the Arrangement Resolution and shall provide against any resolution submitted by any Company Shareholder that is inconsistent with 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 Company Meeting. The Company Circular shall include the Company RecommendationArrangement.
(3) The Company shall give the Purchaser and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related theretodocuments, and shall give reasonable consideration shall be given to any comments made by the Purchaser and its counsel, provided and agrees that all information relating solely to the Purchaser, the Parent or their affiliates Purchaser included in the Company Circular shall must be in a form and content satisfactory to the Purchaser, acting reasonably.
(4) The Purchaser and the Parent shall furnish to the Company provide all such necessary information concerning the Purchaser, the Parent and their respective affiliates and any financing sources, as applicable, as may Purchaser that is required by Law to be reasonably required included by the Company in the preparation Company Circular or other related documents to the Company in writing, use reasonable commercial 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 Company Circular and other documents related thereto, and to the Purchaser and the Parent shall ensure that no such information shall contain any untrue statement of a material fact or omit to state a material fact required to be stated identification in the Company Circular in order of each such advisor and shall use reasonable commercial efforts to make ensure that such information does not contain any information so furnished not misleading in light of Misrepresentation concerning the circumstances in which it is disclosed.
(5) Purchaser or the Purchaser Shares. The Purchaser and the Parent shall jointly and severally indemnify and save harmless the Company’s Representatives Company and its officers, directors and employees from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s Representatives Company or any of its officers, directors and employees may be subject or may suffer, in any way caused bysuffer as a result of, or arisingarising from, directly or indirectly, from or in consequence of:
(i) any misrepresentation or alleged misrepresentation Misrepresentation contained in any information related to the Purchaser, the Parent or their affiliates included in the Company Circular that is was provided by the PurchaserPurchaser pursuant to this Section 2.4(4), the Parent or their affiliates in writing for the purpose including as a result of inclusion in the Company Circular; and
(ii) any order made, or any inquiry, investigation or proceeding instituted by any Securities Authority or other Governmental Entity (including any Securities Authority), to the extent based on any misrepresentation or any alleged misrepresentation such Misrepresentation.
(5) The Purchaser will reasonably cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing the Company on a timely basis any information related reasonably required to the Purchaser, the Parent or their affiliates and provided be supplied by the Purchaser, the Parent or their affiliates Purchaser in writing for the purpose of inclusion in the Company Circularconnection therewith.
(6) The Company, the Purchaser and the Parent Each Party shall promptly notify each the other Party if at any time before the Effective Date it becomes aware that the Company Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are madeMisrepresentation, or that otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shallshall promptly mail, subject file or otherwise publicly disseminate any such amendment or supplement to compliance by the Purchaser and/or the Parent with this Section 2.4, Company Shareholders and, if required by the Court or applicable Lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Securities Authorities and or any other Governmental Entity as otherwise required.
Appears in 1 contract
The Company Circular. (1) Subject to compliance by the Purchaser and/or the Parent with this Section 2.4, promptly after the execution of this Agreement, the The Company shall promptly prepare and complete complete, in consultation with Purchaser Parent and the Purchaser, the Company Circular together with any other documents required by the NSCA, Applicable Securities Laws and other applicable Laws Law in connection with the Company Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and such other documentation required in connection with the Company Meeting documents to be filed and to be sent to each Shareholder, each holder of Options, Warrants Company Shareholder and SARs, the directors of the Company, the auditors of the Company and any other persons Persons as required by the Interim Order and applicable LawsLaw, in each case so as to permit the Company Meeting to be held within by the time required by date specified in Section 2.3(12.3(a).
(2) The Company shall ensure that the Company Circular complies in all material respects with all applicable LawsLaw, and, without does not contain any Misrepresentation and provides the Company Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include: (i) a copy of the Fairness Opinion, (ii) a statement that the Board has received the Fairness Opinion, and has unanimously, after receiving legal and financial advice, determined that the Arrangement Resolution is in the best interests of the Company and recommends that the Company Circular shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading Shareholders vote in light favour of the circumstances in which they are made Arrangement Resolution (other than with respect to any information furnished by the Parent"Board Recommendation"), the Purchaser or their affiliatesand (iii) a statement that each director 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 executive officer of the Company Meeting. The has entered into a Voting Support Agreement and intends to vote all of such individual's Common Shares in favour of the Arrangement Resolution and against any resolution submitted by any Company Circular shall include Shareholders that would reasonably be expected to adversely affect or reduce the Company Recommendationlikelihood of the successful completion of the Arrangement.
(3) The Company shall give Purchaser Parent and the Purchaser and its their legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related theretodocuments, and shall give reasonable consideration shall be given to any comments made by Purchaser Parent and the Purchaser and its their counsel, provided and agrees that all information relating solely to Purchaser Parent and the Purchaser, the Parent or their affiliates Purchaser included in the Company Circular shall must be in a form and content satisfactory to the PurchaserPurchaser or Purchaser Parent, acting reasonably.
(4) The Purchaser Parent and the Parent Purchaser shall furnish to the Company provide all such necessary information concerning the Purchaser, the Purchaser Parent and their respective affiliates and any financing sources, as applicable, as may the Purchaser that is required by Law to be reasonably required included by the Company in the preparation of Company Circular or other related documents to the Company Circular and other documents related theretoin writing, and the Purchaser and the Parent shall ensure that no such information shall does not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company Circular in order to make any information so furnished not misleading in light of the circumstances in which it is disclosedMisrepresentation.
(5) The Purchaser hereby indemnifies and the Parent shall jointly and severally indemnify and save saves harmless the Company’s , its Subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s , any Subsidiary or any of their respective Representatives may be subject or may suffer, in any way caused bysuffer as a result of, or arisingarising from, directly or indirectly, from or in consequence of:
(i) any misrepresentation Misrepresentation or alleged misrepresentation Misrepresentation contained in any information related to the Purchaser, the Parent or their affiliates included in the Company Circular that is was provided by the PurchaserPurchaser or the Purchaser Parent pursuant to Section 2.4(4), the Parent or their affiliates in writing for the purpose including as a result of inclusion in the Company Circular; and
(ii) any order made, or any inquiry, investigation or proceeding instituted by any Securities Authority or other Governmental Entity (including any Securities Authority), to the extent based on any misrepresentation such a Misrepresentation or any alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates and provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company CircularMisrepresentation.
(6) The Company, the Purchaser and the Parent Each Party shall promptly notify each the other Party if at any time before the Effective Date it becomes aware that the Company Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are madeMisrepresentation, or that otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shallshall promptly mail, subject file or otherwise publicly disseminate any such amendment or supplement to compliance by the Purchaser and/or the Parent with this Section 2.4, Company Shareholders and, if required by the Court or applicable Lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Securities Authorities and or any other Governmental Entity as otherwise required.
Appears in 1 contract
The Company Circular. (1a) Subject to Parent’s compliance by the Purchaser and/or the Parent with this Section 2.4, promptly after the execution of this Agreement6.6(d), the Company shall promptly prepare and complete complete, in consultation with the Parent, the Company Circular together with any other documents required by the NSCA, Applicable Securities Laws and other applicable Laws Law in connection with the Company Shareholder Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Parent has obtained the Interim Order, cause the Company Circular and such other documentation required in connection with the Company Meeting documents to be filed and to be sent to each Shareholder, each holder of Options, Warrants Company Securityholder and SARs, the directors of the Company, the auditors of the Company and any other persons Person as required by the Interim Order and applicable LawsLaw, in each case so as to permit the Company Shareholder Meeting to be held within the time required by timely as contemplated in Section 2.3(1)6.5 of this Agreement.
(2b) The Company shall ensure that the Company Circular complies in all material respects with all applicable Lawsthe Law and the Interim Order, and, without does not contain any misrepresentation relating to the Company and provides the Company Securityholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Shareholder Meeting. Without limiting the generality of the foregoing, the Company Circular must include:
(i) a statement that the Company Circular shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make Board has unanimously determined that the statements contained therein not misleading Arrangement is in light the best interests of the circumstances in which they are made (other than with respect to any information furnished by the Parent, the Purchaser or their affiliates) Company 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 recommends that the Company Meeting. The Company Circular shall include Securityholders vote in favor of the Company RecommendationArrangement; and
(ii) a written copy of the Fairness Opinion.
(3c) The Purchaser Company shall give Parent and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related theretodocuments, and shall give reasonable consideration shall be given to any comments made by the Purchaser Parent and its counsel, provided and agrees that all information relating solely to the Purchaser, the Parent or their affiliates included in the Company Circular shall must be in a form and content satisfactory to the PurchaserParent, acting reasonably.
(4d) The Purchaser and the Parent shall furnish to the Company provide all such necessary information concerning the Purchaser, the Parent and their respective its affiliates and any financing sources, as applicable, as may be reasonably that is required by the Company in the preparation of the Company Circular and other documents related thereto, and the Purchaser and the Parent shall ensure that no such information shall contain any untrue statement of a material fact or omit to state a material fact required Law to be stated in the Company Circular in order to make any information so furnished not misleading in light of the circumstances in which it is disclosed.
(5) The Purchaser and the Parent shall jointly and severally indemnify and save harmless the Company’s Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s Representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(i) any misrepresentation or alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates included in the Company Circular that is provided by or amendments or supplements or other related documents to the PurchaserCompany in writing, use best efforts to obtain any necessary consents from any of its auditors and any other advisors to the Parent use of any financial, technical or their affiliates in writing for the purpose of inclusion other expert information required to be included in the Company Circular; and
(ii) any order made, or any inquiry, investigation or proceeding by any Governmental Entity (including any Securities Authority), Circular and to the extent based on any misrepresentation or any alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates and provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion identification in the Company CircularCircular of each such advisor and shall ensure that such information does not contain any misrepresentation concerning Parent, its Subsidiaries and the Parent Shares.
(6e) The Company, the Purchaser and the Parent Each Party shall promptly notify each the other Party if at any time before the Effective Date it becomes aware that the Company Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are mademisrepresentation, or that otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shallshall promptly mail, subject file or otherwise publicly disseminate any such amendment or supplement to compliance by the Purchaser and/or the Parent with this Section 2.4, Company Securityholders and, if required by the Court or applicable Lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Securities Authorities and or any other Governmental Authority as otherwise required.
Appears in 1 contract
Sources: Arrangement Agreement and Plan of Merger (Yerbae Brands Corp.)
The Company Circular. (1a) Subject to the Purchaser’s compliance by the Purchaser and/or the Parent with this Section 2.4, promptly after the execution of this Agreement2.4(d), the Company shall promptly prepare and complete the Company Circular together with any other documents required by the NSCA, Applicable Securities Laws and other applicable Laws Law in connection with the Company Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and such other documentation required in connection with the Company Meeting documents to be filed and to be sent to each Shareholder, each holder of Options, Warrants Company Shareholder and SARs, the directors of the Company, the auditors of the Company and any other persons Person as required by the Interim Order and applicable LawsLaw, in each case using all reasonable commercial efforts so as to permit the Company Meeting to be held within the time required by as soon as reasonably practicable as specified in Section 2.3(12.3(a).
(2b) The On the date of mailing thereof, the Company shall ensure that the Company Circular complies in all material respects with all applicable LawsLaw and the Interim Order, and, without does not contain any Misrepresentation (except that the Company shall not be responsible for any information included in the Company Circular related to the Purchaser and its Affiliates that was furnished by the Purchaser for inclusion in the Company Circular pursuant to Section 2.4(d)) and provides the Company Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, that the Company Circular shall not contain any untrue statement of include: (i) a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light copy of the circumstances Fairness Opinion, (ii) subject to Article 5, a statement that the Board has received the Fairness Opinion and has unanimously (with any interested directors having abstained from voting), after receiving legal and financial advice, determined that the Arrangement is fair, from a financial point of view, to the Company Shareholders and that the Arrangement is in which they the best interests of the Company and recommends that the Company Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), (iii) a statement that the directors and officers of the Company who are made or who become holders of Company Common Shares, along with certain principal shareholders, have agreed to vote their Company Common Shares in favour of the Arrangement Resolution pursuant to the Support and Voting Agreements; and (other than with respect to any information furnished by iv) all statements that, in the Parentreasonable judgement of the Parties and their legal counsel, the Purchaser or their affiliatesArrangement qualifies for the exemption provided by Section 3(a)(10) and shall provide of 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 Company Meeting. The Company Circular shall include the Company RecommendationU.S. Securities Act.
(3c) The Company shall give the Purchaser and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related theretodocuments, and shall give reasonable consideration shall be given to any comments made by the Purchaser them, and its counsel, provided agrees that all information relating solely to the Purchaser, the Parent Purchaser or their affiliates any of its Affiliates included in the Company Circular shall must be in a form and content satisfactory to the Purchaser, acting reasonably.
(4d) The Purchaser and the Parent shall furnish to provide the Company with, on a timely basis, all such information concerning the Purchaser, the Parent and their respective affiliates and any financing sources, as applicable, as may be reasonably required by the Company in the preparation of the Company Circular and other documents related thereto, and regarding the Purchaser and the Parent shall ensure that no such information shall contain any untrue statement of a material fact or omit to state a material fact its Affiliates, as required to be stated by applicable Laws for inclusion in the Company Circular or in order any amendments or supplements to make the Company Circular. The Purchaser shall ensure that such information (including any information so furnished or documentation incorporated by reference therein) does not misleading in light of the circumstances in which it is disclosedcontain any Misrepresentation.
(5e) The Purchaser and the Parent shall jointly and severally indemnify and save harmless the Company’s Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s Representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(i) any misrepresentation or alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates included in the Company Circular that is provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular; and
(ii) any order made, or any inquiry, investigation or proceeding by any Governmental Entity (including any Securities Authority), to the extent based on any misrepresentation or any alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates and provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular.
(6) The Company, the Purchaser and the Parent Each Party shall promptly notify each the other Party if at any time before the Effective Date it becomes aware that the Company Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are madeMisrepresentation, or that otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shallshall promptly mail, subject file or otherwise publicly disseminate any such amendment or supplement to compliance by the Purchaser and/or the Parent with this Section 2.4, Company Shareholders and, if required by the Court or by applicable LawsLaw, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Securities Authorities and or any other Governmental Entity as otherwise required.
Appears in 1 contract
The Company Circular. (1) Subject to compliance by the Purchaser and/or the Parent with this Section 2.4, promptly Promptly after the execution of this Agreement, the Company shall prepare and complete the Company Circular together with any other documents required by the NSCACBCA, Applicable Securities Laws and other applicable Applicable Laws in connection with the Company Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and other documentation required in connection with the Company Meeting to be filed and to be sent to each Shareholder, each holder of Options, Warrants Common Shareholder and SARs, the directors of the Company, the auditors of the Company and any other persons Persons as required by the Interim Order and applicable Applicable Laws, in each case so as to permit the Company Meeting to be held within the time required by Section 2.3(1).
(2) The Company shall ensure that the Company Circular complies in all material respects with all applicable Applicable Laws, and, without limiting the generality of the foregoing, that the Company Circular shall will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than than, in each case, with respect to any information furnished provided by the Parent, the Purchaser or their affiliatesParties) and shall provide the Common Shareholders with information in sufficient detail to permit them to form a reasoned judgment judgement concerning the matters to be placed before them at the Company Meeting. The Subject to Section 5.2(6), the Company Circular shall will include the Company Recommendationrecommendation of the Board that Common Shareholders vote in favour of the Arrangement Resolution.
(3) The Purchaser and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related theretoCircular, and reasonable consideration shall be given to any comments made by the Purchaser and its counsel, provided that all information relating solely to the Purchaser, the Parent or their affiliates Purchaser Parties included in the Company Circular shall be in form and content satisfactory to the Purchaser, acting reasonably.
(4) The Purchaser and the Parent shall will furnish to the Company all such information concerning the Purchaser, the Parent and their respective affiliates Purchaser Parties and any financing sources, as applicable, as may be reasonably required by the Company in the preparation of the Company Circular and other documents related theretoCircular, and the Purchaser and the Parent shall ensure that no such information shall will contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company Circular in order to make any information so furnished or any information concerning the Purchaser Parties not misleading in light of the circumstances in which it is disclosed.
(5) The Purchaser and the Parent shall jointly and severally will indemnify and save harmless the Company’s Representatives , its Subsidiaries and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s Representatives , any Subsidiary or any of their respective directors, officers, employees, agents, advisors or representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(ia) any misrepresentation or alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates included in the Company Circular that is provided by or on behalf of the Purchaser, the Parent or their affiliates in writing Purchaser Parties for the purpose of inclusion in the Company Circular; and
(iib) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity (including any Securities Authority), to the extent based on any misrepresentation or any alleged misrepresentation in any information related solely to the Purchaser, the Parent or their affiliates Purchaser Parties and provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion Purchaser Parties included in the Company Circular.
(6) The Company, Company and the Purchaser and the Parent shall each promptly notify each other if at any time before the Effective Date it becomes aware (in the case of the Company only with respect to the Company and in the case of the Purchaser only with respect to it or a Purchaser Party) that the Company Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Company Circular, and the Parties shall co-operate in the preparation of any amendment or supplement to the Circular, as required or appropriate, and the Company shall, subject to compliance by the Purchaser and/or the Parent with this Section 2.4, and, if required by the Court or applicable Laws, shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to Common Shareholders and, if required by the Shareholders and Court or Applicable Laws, file the same with the Securities Authorities and as otherwise required.
Appears in 1 contract
Sources: Arrangement Agreement (Axcan Intermediate Holdings Inc.)
The Company Circular. (1) Subject to compliance by the Purchaser and/or the Parent with this Section 2.4, promptly Promptly after the execution of this Agreement, the Company shall prepare and complete complete, in consultation with the Purchaser, the Company Circular together with any other documents required by the NSCACBCA, Applicable Securities Laws and other applicable Applicable Laws in connection with the Company Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and other documentation required in connection with the Company Meeting to be filed and to be sent to each Shareholder, each holder of Options, Warrants Affected Shareholder and SARs, the directors of the Company, the auditors of the Company and any other persons Persons as required by the Interim Order and applicable Applicable Laws, in each case so as to permit the Company Meeting to be held within the time required by Section 2.3(1).
(2) The Company shall ensure that the Company Circular complies in all material respects with all applicable Applicable Laws, and, without limiting the generality of the foregoing, that the Company Circular shall (including with respect to any information incorporated therein by reference) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than in each case with respect to any information furnished by the Parent, the Purchaser or their affiliatesParties) and shall provide the Affected Shareholders with information in sufficient detail to permit them to form a reasoned judgment judgement concerning the matters to be placed before them at the Company Meeting. The Subject to Section 5.2(6), the Company Circular shall will include the Company Recommendationrecommendation of the Board that Affected Shareholders vote in favour of the Arrangement Resolution.
(3) The Purchaser and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related thereto, and reasonable consideration shall be given to any comments made by the Purchaser and its counsel, provided that all information relating solely to the Purchaser, the Parent or their affiliates Purchaser Parties included in the Company Circular shall be in form and content satisfactory to the Purchaser, acting reasonably.
(4) The Purchaser and the Parent shall will furnish to the Company all such information concerning the Purchaser, the Parent and their respective affiliates and any financing sources, as applicable, Purchaser Parties as may be reasonably required by the Company in the preparation of the Company Circular and other documents related thereto, and the Purchaser and the Parent shall ensure that no such information shall will contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company Circular in order to make any information so furnished or any information concerning the Purchaser Parties not misleading in light of the circumstances in which it is disclosed.
(5) The Purchaser and the Parent shall jointly and severally will indemnify and save harmless the Company’s Representatives , its Subsidiaries and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s Representatives , any Subsidiary or any of their respective directors, officers, employees, agents, advisors or representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(ia) any misrepresentation or alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates included in the Company Circular that is provided by the Purchaser, the Parent or their affiliates in writing Purchaser Parties for the purpose of inclusion in the Company Circular; and
(iib) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity (including any Securities Authority), to the extent based on any misrepresentation or any alleged misrepresentation in any information related solely to the Purchaser, the Parent or their affiliates Purchaser Parties and provided by the Purchaser, the Parent or their affiliates in writing Purchaser Parties for the purpose of inclusion in the Company Circular.
(6) The Company, Company and the Purchaser and the Parent shall each promptly notify each other if at any time before the Effective Date it becomes aware (in the case of the Company only with respect to the Company and in the case of the Purchaser only with respect to it or a Purchaser Party) that the Company Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Company Circular, and the Parties shall co-operate in the preparation of any amendment or supplement to the Circular, as required or appropriate, and the Company shall, subject to compliance by the Purchaser and/or the Parent with this Section 2.4, and, if required by the Court or applicable Laws, shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to Affected Shareholders and, if required by the Shareholders and Court or Applicable Laws, file the same with the Securities Authorities and as otherwise required.
Appears in 1 contract
Sources: Definitive Agreement (Ontario Teachers Pension Plan Board)
The Company Circular. (1) Subject to the Purchaser's compliance by with Section 2.4(4), the Company shall promptly prepare and complete, in consultation with the Purchaser and/or the Parent with and its legal counsel as provided in this Section 2.4, promptly after the execution of this Agreement, the Company shall prepare and complete the Company Circular together with any other documents required by Law and the NSCA, Applicable Securities Laws and other applicable Laws Interim Order in connection with the Company Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and such other documentation required in connection with the Company Meeting documents to be filed and to be sent to each Shareholder, each holder of Options, Warrants Company Securityholder and SARs, the directors of the Company, the auditors of the Company and any other persons Person as required by the Interim Order and applicable LawsLaw, in each case so as to permit the Company Meeting to be held within by the time required by date specified in Section 2.3(12.3(a).
(2) The Company shall ensure that the Company Circular complies in all material respects with all applicable LawsLaw and the Interim Order, and, without does not contain any Misrepresentation (other than with respect to information provided by or on behalf of the Purchaser in accordance with Section 2.4(4)) and provides the Company Shareholders and Company Optionholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include: (i) a copy of the Fairness Opinion; (ii) a statement that the Board has received the Fairness Opinion, and has unanimously determined (subject to Section 1.2(1)), after receiving legal and financial advice: (A) that the Arrangement is fair to the Company Shareholders; (B) that the Arrangement and the entering into of this Agreement is in the best interests of the Company; and (C) that the Board unanimously recommends that the Company Circular shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading Shareholders and Company Optionholders vote in light favour of the circumstances in Arrangement Resolution (collectively, the "Board Recommendation"), and (iii) a statement that each of the Supporting Shareholders have entered into Voting and Support Agreements pursuant to which they are made (other than with respect intend to any information furnished by vote all of their Common Shares in favour of the Parent, the Purchaser or their affiliates) 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 Company Meeting. The Company Circular shall include the Company RecommendationArrangement Resolution.
(3) The Company shall provide the Purchaser and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related theretodocuments, and shall give reasonable consideration shall be given to any comments made by the Purchaser and its counsel, provided and agrees that all information relating solely to the Purchaser, the Parent or their Purchaser and its affiliates included for inclusion in the Company Circular shall 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 Company shall provide the Purchaser with a final copy of the Company Circular prior to its mailing to the Company Shareholders and Company Optionholders.
(4) The Purchaser shall provide the Company on a timely basis with all information regarding the Purchaser, its Subsidiaries and the Parent shall furnish to Purchaser Shares as may be reasonably requested by the Company all for inclusion in the Company Circular or in any amendments or supplements to such Company Circular. The Purchaser shall ensure that such information does not include any Misrepresentation concerning the Purchaser, the Parent and their respective affiliates and any financing sources, as applicable, as may be reasonably required by the Company in the preparation of the Company Circular and other documents related thereto, its Subsidiaries and the Purchaser and the Parent shall ensure that no such information shall contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company Circular in order to make any information so furnished not misleading in light of the circumstances in which it is disclosedShares.
(5) The Purchaser acknowledges and agrees that the Parent Company shall jointly and severally indemnify and save harmless be entitled to rely on the Company’s Representatives from and against any and accuracy of all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s Representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(i) any misrepresentation or alleged misrepresentation in any information related to furnished by the Purchaser, the Parent or its affiliates and their affiliates included respective Representatives in writing for inclusion in the Company Circular that is provided by concerning the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular; and
(ii) any order made, or any inquiry, investigation or proceeding by any Governmental Entity (including any Securities Authority), to the extent based on any misrepresentation or any alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates Purchaser and provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circularits affiliates.
(6) The Company, the Purchaser and the Parent Each Party shall promptly notify each the other Party if at any time before the Effective Date it becomes aware that the Company Circular contains an untrue statement of a material fact or omits Misrepresentation with respect to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are madeits information, or that otherwise requires an amendment or supplement. The Parties shall, in a manner consistent with this Section 2.4, co-operate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shall, subject in a manner provided in the Interim Order or as required by Law or the Court, promptly mail, file or otherwise publicly disseminate any such amendment or supplement to compliance by the Purchaser and/or the Parent with this Section 2.4, Company Shareholders and Company Optionholders and, if required by the Court or applicable Lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Securities Authorities and or any other Governmental Entity as otherwise required.
Appears in 1 contract
The Company Circular. (1) Subject to the Purchaser’s compliance by the Purchaser and/or the Parent with this Section 2.4, promptly after the execution of this Agreement2.4(4), the Company shall promptly prepare and complete complete, in consultation with the Purchaser and its legal counsel, the Company Circular together with any other documents required by Law and the NSCA, Applicable Securities Laws and other applicable Laws Interim Order in connection with the Company Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and such other documentation required in connection with the Company Meeting documents to be filed and to be sent to each Shareholder, each holder of Options, Warrants Company Securityholder and SARs, the directors of the Company, the auditors of the Company and any other persons Person as required by the Interim Order and applicable LawsLaw, in each case so as to permit the Company Meeting to be held within by the time required by date specified in Section 2.3(12.3(a).
(2) The Company shall ensure that the Company Circular complies in all material respects with all applicable LawsLaw and the Interim Order, and, without does not contain any Misrepresentation (other than with respect to information provided by or on behalf of the Purchaser in accordance with Section 2.4(4)) and provides the Company Securityholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include: (i) a copy of the Company Fairness Opinions; (ii) a statement that the Board has received the Company Fairness Opinions, and has determined, after receiving legal and financial advice: (A) that the Arrangement is fair to the Company Securityholders; (B) the Arrangement and the entering into of this Agreement is in the best interests of the Company; and (C) that the Board recommends that the Company Circular shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading Shareholders vote in light favour of the circumstances in Arrangement Resolution (collectively, the “Board Recommendation”), and (iii) a statement that each of the Supporting Shareholders have entered into Voting and Support Agreements pursuant to which they are made (other than with respect intend to any information furnished by vote all of their Company Common Shares in favour of the Parent, the Purchaser or their affiliates) 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 Company Meeting. The Company Circular shall include the Company RecommendationArrangement Resolution.
(3) The Company shall provide the Purchaser and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related theretodocuments, and shall give reasonable consideration shall be given to any comments made by the Purchaser and its counsel, provided and agrees that all information relating solely to the Purchaser, the Parent or their Purchaser and its affiliates included for inclusion in the Company Circular shall 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 Company shall provide the Purchaser with a final copy of the Company Circular prior to its mailing to the Company Securityholders.
(4) The Purchaser shall as soon as reasonably practicable after the date hereof, provide the Company with all information regarding the Purchaser, its Subsidiaries and the Parent shall furnish to Purchaser Shares, including any applicable pro forma financial statements, as required by Law or as may be reasonably requested by the Company all for inclusion in the Company Circular or in any amendments or supplements to such Company Circular. The Purchaser shall ensure that such information does not include any Misrepresentation concerning the Purchaser, the Parent and their respective its Subsidiaries, its affiliates and any financing sources, as applicable, as may be reasonably required by the Company in the preparation of the Company Circular and other documents related thereto, and the Purchaser and the Parent shall ensure that no such information shall contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company Circular in order to make any information so furnished not misleading in light of the circumstances in which it is disclosedShares.
(5) The Purchaser acknowledges and agrees that the Parent Company shall jointly and severally indemnify and save harmless be entitled to rely on the Company’s Representatives from and against any and accuracy of all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s Representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(i) any misrepresentation or alleged misrepresentation in any information related to furnished by the Purchaser, the Parent or its affiliates and their affiliates included respective Representatives in writing for inclusion in the Company Circular that is provided by concerning the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular; and
(ii) any order made, or any inquiry, investigation or proceeding by any Governmental Entity (including any Securities Authority), to the extent based on any misrepresentation or any alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates Purchaser and provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circularits affiliates.
(6) The Company, the Purchaser and the Parent Each Party shall promptly notify each the other Party if at any time before the Effective Date it becomes aware that the Company Circular contains an untrue statement of a material fact or omits Misrepresentation with respect to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are madeits information, or that otherwise requires an amendment or supplement. The Parties shall, in a manner consistent with this Section 2.4, co-operate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shall, subject in a manner provided in the Interim Order or as required by Law or the Court, promptly mail, file or otherwise publicly disseminate any such amendment or supplement to compliance by the Purchaser and/or the Parent with this Section 2.4, Company Securityholders and, if required by the Court or applicable Lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Securities Authorities and or any other Governmental Entity as otherwise required.
Appears in 1 contract
The Company Circular. (1a) Subject to the Purchaser’s compliance by the Purchaser and/or the Parent with this Section 2.4, promptly after the execution of this Agreement2.4(d), the Company shall promptly prepare and complete complete, in consultation with the Purchaser, the Company Circular together with any other documents required by the NSCA, Applicable Securities Laws and other applicable Laws Law in connection with the Company Meeting and the ArrangementArrangement or that may be necessary in connection with obtaining the Required Shareholder Approval, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and such other documentation required in connection with the Company Meeting documents to be filed and to be sent to each Shareholder, each holder of Options, Warrants Company Participating Shareholder and SARs, the directors of the Company, the auditors of the Company and any other persons Person as required by the Interim Order and applicable LawsLaw, in each case using reasonable best efforts so as to permit the Company Meeting to be held within the time required in accordance with Section 2.3(b) (as may be extended by Section 2.3(1such provision).
(2b) The On the date of mailing thereof, the Company shall ensure that the Company Circular complies in all material respects with all applicable LawsLaw and the Interim Order, and, without does not contain any Misrepresentation (except that the Company shall not be responsible for any information included in the Company Circular relating to the Purchaser and its affiliates that was furnished or approved by the Purchaser for inclusion in the Company Circular pursuant to Section 2.4(d)) and provides the Company Participating Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, that the Company Circular shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information furnished by the Parent, the Purchaser or their affiliates) 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 Company Meeting. The Company Circular shall include the Company Recommendation.
(3) The Purchaser and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related thereto, and reasonable consideration shall be given to any comments made by the Purchaser and its counsel, provided that all information relating solely to the Purchaser, the Parent or their affiliates included in the Company Circular shall be in form and content satisfactory to the Purchaser, acting reasonably.
(4) The Purchaser and the Parent shall furnish to the Company all such information concerning the Purchaser, the Parent and their respective affiliates and any financing sources, as applicable, as may be reasonably required by the Company in the preparation of the Company Circular and other documents related thereto, and the Purchaser and the Parent shall ensure that no such information shall contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company Circular in order to make any information so furnished not misleading in light of the circumstances in which it is disclosed.
(5) The Purchaser and the Parent shall jointly and severally indemnify and save harmless the Company’s Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s Representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence ofinclude:
(i) any misrepresentation or alleged misrepresentation in any information related to a copy of the Purchaser, the Parent or their affiliates included in the Company Circular that is provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular; andInterim Order;
(ii) any order madea copy of each of the Fairness Opinions;
(iii) a summary of the Controlling Shareholder Voting Support Agreement;
(iv) unless the Company Board has made a Change in Recommendation in accordance with Section 5.4, or any inquiry, investigation or proceeding by any Governmental Entity (including any Securities Authority), a statement to the extent based on any misrepresentation or any alleged misrepresentation in any information related effect that the Special Committee has received the Fairness Opinions and has, after receiving legal and financial advice, unanimously determined that the Arrangement is fair and reasonable to the Purchaser, Company Participating Shareholders (other than the Parent or their affiliates ▇▇▇▇ Family Shareholders) and provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the best interests of the Company Circular.
(6) The Company, and recommended to the Purchaser and the Parent shall promptly notify each other if at any time before the Effective Date it becomes aware Company Board that the Company Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Company Circular, as required or appropriate, Board (A) approve this Agreement and the Company shall, subject to compliance by the Purchaser and/or the Parent with this Section 2.4Arrangement, and, if required by the Court or applicable Laws, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Securities Authorities and as otherwise required.
Appears in 1 contract
Sources: Arrangement Agreement
The Company Circular. (1) Subject to compliance by the Purchaser and/or the Parent with this Section 2.4, promptly after the execution of this Agreement, the The Company shall as promptly as reasonably practicable prepare and complete complete, in consultation with the Purchaser, the Company Circular together with any other documents required by the NSCA, Applicable Securities Laws and other applicable Laws Law in connection with the Company Meeting and the ArrangementArrangement including obtaining the Formal Valuation for inclusion in the Circular, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and such other documentation required in connection with the Company Meeting documents to be filed and to be sent to each Shareholder, each holder of Options, Warrants Company Shareholder and SARs, the directors of the Company, the auditors of the Company and any other persons Person as required by the Interim Order and applicable LawsLaw, in each case so as to permit the Company Meeting to be held within by the time required by date specified in Section 2.3(1).
(2) The Company shall ensure that the Company Circular complies in all material respects with all applicable LawsLaw, and, without does not contain any Misrepresentation (except that the Company shall not be responsible for any information relating to the Purchaser) and provides the Company Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include: (i) a copy of the Fairness Opinion and Formal Valuation (and any disclosure related required by MI 61-101 and applicable Laws), (ii) a statement that the Special Committee has received the Fairness Opinion and Formal Valuation, and has, after receiving legal and financial advice, unanimously recommended that the Board approve the Arrangement Agreement and that the Company Circular shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading Shareholders vote in light favour of the circumstances Arrangement Resolution, (iii) a statement that the Board has received the Fairness Opinion and Formal Valuation, and has unanimously, after receiving legal and financial advice and the recommendation of the Special Committee, determined that the Arrangement Resolution is in which they are made the best interests of the Company and recommends that the Company Shareholders vote in favour of the Arrangement Resolution (other than with respect to any information furnished by the Parent, the Purchaser or their affiliates“Board Recommendation”) and shall provide the Shareholders with information in sufficient detail to permit them to form (iv) a reasoned judgment concerning the matters to be placed before them at statement that each director and senior officer of the Company Meeting. The Company Circular shall include intends to vote all of such individual’s Common Shares in favour of the Company RecommendationArrangement Resolution.
(3) The Company shall give the Purchaser and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related theretodocuments, and shall give reasonable consideration shall be given to any comments made by the Purchaser and its counsel, provided and agrees that all information relating solely to the Purchaser, the Parent or their affiliates Purchaser included in the Company Circular shall must be in a form and content satisfactory to the Purchaser, acting reasonably.
(4) The Purchaser and the Parent shall furnish to the Company provide all such necessary information concerning the Purchaser, the Parent and their respective affiliates and any financing sources, as applicable, as may Purchaser that is required by Law to be reasonably required included by the Company in the preparation of Company Circular or other related documents to the Company Circular and other documents related theretoin writing, and the Purchaser and the Parent shall ensure that no such information shall does not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company Circular in order to make any information so furnished not misleading in light of the circumstances in which it is disclosedMisrepresentation.
(5) The Purchaser and the Parent shall jointly and severally indemnify and save harmless the Company’s Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s Representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(i) any misrepresentation or alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates included in the Company Circular that is provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular; and
(ii) any order made, or any inquiry, investigation or proceeding by any Governmental Entity (including any Securities Authority), to the extent based on any misrepresentation or any alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates and provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular.
(6) The Company, the Purchaser and the Parent shall promptly notify each other the Purchaser if at any time before the Effective Date it becomes aware that the Company Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are madeMisrepresentation, or that otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shallshall promptly mail, subject file or otherwise publicly disseminate any such amendment or supplement to compliance by the Purchaser and/or the Parent with this Section 2.4Company Shareholders, holders of Options, holders of DSUs and holders of RSUs and, if required by the Court or applicable Lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Securities Authorities and or any other Governmental Entity as otherwise required.
Appears in 1 contract
The Company Circular. (1a) Subject to compliance by the Purchaser and/or the Parent with this Section 2.42.4(d), Section 6.3 and Article 7, as promptly as reasonably practicable after the execution of this Agreement, the Company shall prepare and complete complete, in consultation with Purchaser and Hydrogen Company as contemplated by Section 2.4(c), the Company Circular together with any other documents required by the NSCA, Applicable CBCA and applicable Securities Laws and other applicable Laws in connection with the Company Meeting and the Arrangement, Arrangement and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and other documentation required in connection with the Company Meeting and the Arrangement to be filed as required by applicable Securities Laws and to be sent to each Shareholder, each holder of Options, Warrants Company Shareholder and SARs, the directors of the Company, the auditors of the Company and any other persons as required by the Interim Order and applicable Laws(for the purposes of this Section 2.4, “Company Circular” shall include such other documentation), in each case using commercially reasonable efforts so as to permit the Company Meeting to be held within by the time required by Section 2.3(1)Company Meeting Target Date.
(2b) The Company shall ensure that the Company Circular complies in all material respects with all the CBCA and applicable Securities Laws, and, without limiting does not at the generality time of the foregoing, that the Company Circular shall not mailing contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made Misrepresentation (other than with respect to any information furnished by the Parent, the Purchaser or their its affiliates and Hydrogen Company and its affiliates, whether pursuant to Section 2.4(d) or otherwise), and shall provide the Company Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Company Meeting. The Subject to the terms of this Agreement, the Company Circular shall include will include: (a) a copy of the written Fairness Opinion, (b) a copy of the written Formal Valuation, (c) a statement that the Board of Directors has determined (with all directors other than the Interested Director affirmatively determining and the Interested Director abstaining), after consultation with its legal and financial advisors and receipt and review of the recommendation of the Special Committee, the verbal Fairness Opinion, and the verbal Formal Valuation, that the Arrangement is fair to the Company Recommendation.
Shareholders (3) The Purchaser other than Hydrogen Company and its legal counsel shall be given a reasonable opportunity to review affiliates) and comment on drafts is in the best interest of the Company Circular and recommends (with all directors other documents related theretothan the Interested Director affirmatively recommending and the Interested Director abstaining) that Company Shareholders (other than Hydrogen Company and its affiliates) vote in favour of the Arrangement Resolution (unless the Board of Directors or relevant committee thereof has made a Change in Recommendation, in accordance with the terms of this Agreement), and reasonable consideration shall be given to any comments made by the Purchaser and its counsel, provided (d) a statement that all information relating solely to the Purchaser, the Parent or their affiliates included in the Company Circular shall be in form and content satisfactory to the Purchaser, acting reasonably.
(4) The Purchaser and the Parent shall furnish to the Company all such information concerning the Purchaser, the Parent and their respective affiliates and any financing sources, as applicable, as may be reasonably required by the Company in the preparation each of the Supporting Shareholders intends to vote all of such person’s Company Circular and other documents related thereto, and the Purchaser and the Parent shall ensure that no such information shall contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company Circular in order to make any information so furnished not misleading in light of the circumstances in which it is disclosed.
(5) The Purchaser and the Parent shall jointly and severally indemnify and save harmless the Company’s Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s Representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(i) any misrepresentation or alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates included in the Company Circular that is provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular; and
(ii) any order made, or any inquiry, investigation or proceeding by any Governmental Entity Shares (including any Securities Authority), Company Shares issued upon the exercise of any Company Options) in favour of the Arrangement Resolution pursuant to the extent based on any misrepresentation or any alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates and provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular.
(6) The Company, the Purchaser and the Parent shall promptly notify each other if at any time before the Effective Date it becomes aware that the Company Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light terms of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Company Circular, as required or appropriate, and the Company shallSupport Agreements, subject to compliance by the Purchaser and/or other terms of this Agreement and the Parent with this Section 2.4, and, if required by the Court or applicable Laws, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Securities Authorities and as otherwise requiredSupport Agreements.
Appears in 1 contract
The Company Circular. (1) Subject The Company will: (i) subject to the Purchaser’s compliance by the Purchaser and/or the Parent with this Section 2.42.4(4), promptly after prepare and complete, in consultation with the execution of this AgreementPurchaser, the Company shall prepare and complete the Company Circular Circular, together with any other documents required by the NSCA, Applicable Securities Laws and other applicable Laws Law in connection with the Company Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, ; (ii) cause the Company Circular and such other documentation required in connection with the Company Meeting documents to be filed or furnished with the Securities Authorities and to be sent the CSE as required by Law and the rules of the CSE, and disseminated to each Shareholder, each holder of Options, Warrants Company Shareholder and SARs, the directors of the Company, the auditors of the Company and any other persons Person as required by the Interim Order and Law; (iii) to the extent required by Law, as promptly as practicable prepare, file or furnish with the Securities Authorities and any applicable Lawssecurities exchange, in each case so as and disseminate to permit the Company Meeting to be held within the time Shareholders and other Persons as required by Section 2.3(1)the Interim Order and Law any supplement or amendment to the Company Circular (after the Purchaser has had a reasonable opportunity to review and comment thereon) if any event will occur which requires such action at any time prior to the Meeting; and (iv) otherwise use its commercially reasonable efforts to comply with all requirements of Law applicable to the Meeting and the Arrangement.
(2) The Company shall will ensure that the Company Circular complies in all material respects with all applicable Lawsthe Interim Order and Law, and, without limiting the generality of the foregoing, that the Company Circular shall does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made Misrepresentation (other than with respect to any information relating to and furnished by the Parent, Purchaser for inclusion in the Purchaser or their affiliatesCompany Circular) and shall provide provides the Company Shareholders with sufficient information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Meeting. Without limiting the generality of the foregoing, but subject to Section 5.3, the Company Meeting. The Company Circular shall must include a statement that the Board has unanimously, after receiving legal and financial advice, 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 “Board Recommendation”).
(3) The Purchaser Company will provide the Purchaser, and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents related theretoprior to filing the Company Circular with applicable Securities Authorities or Governmental Entities and mailing the Company Circular to Company Shareholders, and will consider all reasonable consideration shall be given to any comments made by the Purchaser and its legal counsel, provided that all . Any information relating solely to describing the Purchaser, the Parent or their affiliates included in terms of the Company Circular shall Arrangement and/or the Plan of 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 Company Circular prior to its mailing to the Company Shareholders.
(4) The Purchaser and the Parent shall furnish will provide to the Company in writing all such information concerning the Purchaser, Purchaser reasonably requested by the Parent Company and their respective affiliates and any financing sources, as applicable, as may required by Law (including pro forma financial statements prepared in accordance with U.S. GAAP) to be reasonably required included by the Company in the preparation Company Circular or other related documents, and will ensure that such information does not contain any Misrepresentation. The Company and the Purchaser shall use their commercially reasonable efforts to obtain any necessary consents from any of their respective auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Company Circular and other documents related thereto, and to the Purchaser and the Parent shall ensure that no such information shall contain any untrue statement of a material fact or omit to state a material fact required to be stated identification in the Company Circular in order to make any information so furnished not misleading in light of the circumstances in which it is disclosedeach such advisor.
(5) The Purchaser Company and the Parent shall jointly and severally indemnify and save harmless the Company’s Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s Representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(i) any misrepresentation or alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates included in the Company Circular that is provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular; and
(ii) any order made, or any inquiry, investigation or proceeding by any Governmental Entity (including any Securities Authority), to the extent based on any misrepresentation or any alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates and provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular.
(6) The Company, the Purchaser and the Parent shall will promptly notify each other if at any time before the Effective Date it of them becomes aware that the Company Circular contains an untrue statement of a material fact Misrepresentation or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement. The Parties will cooperate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, appropriate and the Company shallwill promptly mail, subject file or otherwise publicly disseminate any such amendment or supplement to compliance by those Persons to whom the Purchaser and/or the Parent with this Company Circular was sent pursuant to Section 2.4, 2.4(1) and, if required by the Court or applicable Lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Securities Authorities and or any other Governmental Entity as otherwise required.
Appears in 1 contract
The Company Circular. (1) Subject to compliance by The Company shall as soon as reasonably practicable following the date of this Agreement (but taking into account the need for the Purchaser and/or to provide the Parent with this information set out in Section 2.4, promptly after the execution of this Agreement, the Company shall 2.5(4)) prepare and complete complete, in consultation with the Purchaser, the Company Circular together with any other documents required by the NSCA, Applicable Securities Laws and other applicable Laws Law in connection with the Company Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim OrderOrder (and the Company will use its reasonable commercial efforts to do so on or before June 2, 2014), cause the Company Circular and such other documentation required in connection with the Company Meeting documents to be filed and to be sent to each Shareholder, each holder of Options, Warrants Company Shareholder and SARs, the directors of the Company, the auditors of the Company and any other persons Person as required by the Interim Order and applicable LawsLaw, in each case so as to permit the Company Meeting to be held within by the time required by date specified in Section 2.3(12.3(1)(a).
(2) The Company shall ensure that the Company Circular complies in all material respects with all Law, including applicable Securities Laws, and, without does not contain any Misrepresentation and provides the Company Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include: (%3) a copy of the Company Fairness Opinion; (%3) a statement that the Company Circular shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make Board has received the statements contained therein not misleading Company Fairness Opinion, and has unanimously, after receiving legal and financial advice, determined that the Arrangement Resolution is in light the best interests of the circumstances in which they are made (other than with respect to any information furnished by the Parent, the Purchaser or their affiliates) Company 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 Company Meeting. The Company Circular shall include Shareholders and unanimously recommends that the Company Shareholders vote in favour of the Arrangement Resolution (the “Company Board Recommendation”); and (%3) a statement that each director and senior officer of the Company (and each other officer that has signed a Company Voting Agreement) intends, in accordance with the Company Voting Agreements, to vote all of such individual’s Company Shares in favour of the Arrangement Resolution and against any resolution submitted by any Company Shareholder that is inconsistent with the Arrangement.
(3) The Company shall give the Purchaser and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related theretodocuments, and shall give reasonable consideration shall be given to any comments made by the Purchaser and its legal counsel, provided and agrees that all information relating solely to the Purchaser, the Parent or their affiliates Purchaser included in the Company Circular shall must be in a form and content satisfactory to the Purchaser, acting reasonably.
(4) The Purchaser and the Parent shall furnish to the Company provide all such necessary information concerning the Purchaser, the Parent and their respective affiliates and any financing sources, as applicable, as may Purchaser that is required by Law to be reasonably required included by the Company in the preparation of Company Circular, any public announcement or regulatory filing or other related documents to the Company Circular and other documents related theretoin writing, and the Purchaser and the Parent shall use its reasonable commercial efforts to ensure that no such information shall does not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company Circular in order to make any information so furnished not misleading in light of the circumstances in which it is disclosedMisrepresentation.
(5) The Purchaser shall assist the Company in securing all consents of third parties that are required to permit the inclusion of any report prepared by such third parties or any reference to their names in, or in relation to, any information supplied by the Purchaser to the Company in accordance with Section 2.5(4) and contained in the Parent Company Circular and shall jointly provide copies of such consents to the Company as soon as reasonably practicable.
(6) The Purchaser hereby indemnifies and severally indemnify and save saves harmless the Company’s , its Subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s , any Subsidiary or any of their respective Representatives may be subject or may suffer, in any way caused bysuffer as a result of, or arisingarising from, directly or indirectly, from or in consequence of:
(i) any misrepresentation Misrepresentation or alleged misrepresentation Misrepresentation contained in any information related to the Purchaser, the Parent or their affiliates included in the Company Circular that is was provided by the Purchaser, the Parent or their affiliates Purchaser in writing for inclusion in the purpose Company Circular pursuant to Section 2.5(4), including as a result of inclusion 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.
(7) The Company hereby indemnifies and saves harmless the Purchaser, its Subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Purchaser, any Subsidiary or any of their respective Representatives may be subject or may suffer as a result of, or arising from:
(a) any Misrepresentation or alleged Misrepresentation contained in the Company Circular; and
(iib) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity (including any Securities Authority)Entity, to the extent based on any misrepresentation Misrepresentation or any alleged misrepresentation Misrepresentation in the Company Circular, provided, however, that the above noted indemnification obligation of the Company shall not apply to any liabilities, claims, demands, losses, costs, damages and expenses arising as a result of any Misrepresentation or any alleged Misrepresentation in the Company Circular based solely on information related supplied in writing by the Purchaser to the Purchaser, Company for inclusion in the Parent or their affiliates Company Circular in accordance with Section 2.5(4) and provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion contained in the Company Circular.
(6) The Company, the Purchaser and the Parent 8) Each Party shall promptly notify each the other Party if at any time before the Effective Date it becomes aware that the Company Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are madeMisrepresentation, or that otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shallshall promptly mail, subject file or otherwise publicly disseminate any such amendment or supplement to compliance by the Purchaser and/or the Parent with this Section 2.4, Company Shareholders and, if required by the Court or applicable Lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Securities Authorities and or any other Governmental Entity as otherwise required.
Appears in 1 contract
The Company Circular. (1) Subject to compliance by the Purchaser and/or the Parent with this Section 2.4, promptly after the execution of this Agreement, the Company shall prepare and complete the Company Circular together with any other documents required by the NSCAOBCA, Applicable Securities Laws and other applicable Laws in connection with the Company Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and other documentation required in connection with the Company Meeting to be filed and to be sent to each Shareholder, each holder of Options, Warrants Shareholder and SARs, the directors of the Company, the auditors of the Company and any other persons as required by the Interim Order and applicable Laws, in each case so as to permit the Company Meeting to be held within the time required by Section 2.3(1).
(2) The Company shall ensure that the Company Circular complies in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, that the Company Circular shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information furnished by the Parent, the Purchaser or their affiliates) 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 Company Meeting. The Subject to Section 7.2(10), the Company Circular shall include the Company Recommendationrecommendation of the Board of Directors that the Shareholders vote in favour of the Arrangement Resolution.
(3) The Purchaser and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related thereto, and reasonable consideration shall be given to any comments made by the Purchaser and its counsel, provided that all information relating solely to the Purchaser, the Parent or their affiliates included in the Company Circular shall be in form and content satisfactory to the Purchaser, acting reasonably.
(4) The Purchaser and the Parent shall furnish to the Company all such information concerning the Purchaser, the Parent and their respective affiliates and any financing sources, as applicable, as may be reasonably required by the Company in the preparation of the Company Circular and other documents related thereto, and the Purchaser and the Parent shall ensure that no such information shall contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company Circular in order to make any information so furnished not misleading in light of the circumstances in which it is disclosed.
(5) The Purchaser and the Parent shall jointly and severally indemnify and save harmless the Company’s Representatives , its subsidiaries and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s Representatives , any subsidiary or any of their respective directors, officers, employees, agents, advisors or representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(ia) any misrepresentation or alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates included in the Company Circular that is provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular; and
(iib) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity (including any Securities Authority)Entity, to the extent based on any misrepresentation or any alleged misrepresentation in any information related solely to the Purchaser, the Parent or their affiliates and provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular.
(6) The Company, the Purchaser and the Parent shall promptly notify each other if at any time before the Effective Date it becomes aware that the Company Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Company Circular, and the Parties shall co-operate in the preparation of any amendment or supplement to the Company Circular, as required or appropriate, and the Company shall, subject to compliance by the Purchaser and/or the Parent with this Section 2.4, and, if required by the Court or applicable Laws, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Securities Authorities and as otherwise required.
Appears in 1 contract
Sources: Arrangement Agreement (Semtech Corp)
The Company Circular. (1) Subject to the Purchaser’s compliance by with Section 2.4(4), the Company shall: (i) as promptly as reasonably practicable prepare and complete, in consultation with the Purchaser and/or the Parent with as contemplated by this Section 2.4, promptly after the execution of this Agreement, the Company shall prepare and complete the Company Circular together with any other documents required by the NSCA, Applicable Securities Laws and other applicable Laws Law in connection with the Company Meeting and the Arrangement, ; and the Company shall, (ii) as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and such other documentation required in connection with the Company Meeting documents to be filed with or furnished to the Securities Authorities and to be sent the TSX as required by Law and disseminated to each Shareholder, each holder of Options, Warrants Company Shareholder and SARs, the directors of the Company, the auditors of the Company and any other persons Persons as required by the Interim Order and applicable LawsLaw, in each case so as to permit the Company Meeting to be held within the time required by in accordance with Section 2.3(1)2.3.
(2) The Company shall ensure that the Company Circular complies in all material respects with all applicable Lawsthe Interim Order and Law, and, without does not contain any Misrepresentation (provided that the Company shall not be responsible for the accuracy of any Purchaser Information pursuant to Section 2.4(4)) and provides the Company Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include: (i) a copy of the Fairness Opinion; (ii) a statement that the Company Circular shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make Board has, after receiving legal and financial advice, determined that the statements contained therein not misleading Arrangement is in light the best interests of the circumstances in which they are made (other than with respect Company and is fair to any information furnished by the Parent, the Purchaser or their affiliates) 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 Company Meeting. The Shareholders and unanimously recommends that Company Circular shall include Shareholders vote in favour of the Arrangement Resolution (the “Company Board Recommendation”), and (iii) a statement that each executive officer who owns Company Shares and each director of the Company Recommendationwho owns Company Shares intends to vote all of such Person’s Company Shares (including any Company Shares issued upon the vesting and settlement of any Company PSUs and Company RSUs) in favour of the Arrangement Resolution, subject to the other terms of this Agreement and the corresponding Support Agreements; and (iv) a statement that the Supporting Shareholders have each entered into their respective Support Agreements.
(3) The Company shall give the Purchaser and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related theretodocuments, and shall give reasonable consideration shall be given to any comments made by the Purchaser and its legal counsel, provided and agrees that all information relating solely to the Purchaser, the Parent or their affiliates Purchaser Information included in the Company Circular shall must be in a form and content satisfactory to the Purchaser, acting reasonably.
(4) The Purchaser and the Parent shall furnish provide to the Company all such information concerning regarding the Purchaser, the Parent Purchaser Shares and their respective affiliates the Purchaser Subsidiaries, and any financing sourcesshall use commercially reasonable efforts to provide to the Company all information regarding the SunStream Group, as applicable, as may be reasonably in each case required by the Company Interim Order or Law for inclusion in the preparation Company Circular or in any amendments or supplements to such Company Circular (collectively, the “Purchaser Information”). The Purchaser shall also use commercially reasonable efforts to obtain any necessary consents from its auditors and any other advisors to the use of any financial or other expert information required to be included in the Company Circular and other documents related thereto, and to the Purchaser and the Parent shall ensure that no such information shall contain any untrue statement of a material fact or omit to state a material fact required to be stated identification in the Company Circular in order to make of each such advisor. The Purchaser shall ensure that the Purchaser Information does not include any information so furnished not misleading in light of the circumstances in which it is disclosedMisrepresentation.
(5) The Purchaser and the Parent shall jointly and severally indemnify and save harmless the Company’s Company and the Liquor Subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses damages, expenses, interest awards, or penalties to which the Company’s Company or any of its Representatives may be subject or which the Company or any of its Representatives may suffer, in any way caused bysuffer as a result of, or arisingarising from, directly or indirectly, from or in consequence of:
(i) any misrepresentation Misrepresentation or alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates included Misrepresentation contained in the Company Circular Purchaser Information that is provided was furnished by the Purchaser, the Parent or their affiliates in writing Purchaser and its Representatives for the purpose of inclusion in the Company Circular; and
(ii) , including any order made, or any inquiry, investigation or proceeding Action instituted by any Securities Authority or other Governmental Entity (including any Securities Authority), to the extent based on any misrepresentation such a Misrepresentation or any alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates and provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion Misrepresentation in the Company CircularPurchaser Information.
(6) The Company, the Purchaser and the Parent Each Party shall promptly notify each the other Party if at any time before the Effective Date it becomes aware that the Company Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are madeMisrepresentation, or that otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shallshall promptly mail, subject file or otherwise publicly disseminate any such amendment or supplement to compliance by the Purchaser and/or the Parent with this Section 2.4, Company Shareholders and, if required by the Court or applicable Lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Securities Authorities and as otherwise requiredor any other Governmental Entity.
Appears in 1 contract
The Company Circular. (1a) Subject to the SPAC’s compliance by the Purchaser and/or the Parent with this Section 2.4, promptly after the execution of this Agreement2.4(d), the Company shall as promptly as reasonably practicable prepare and complete complete, in consultation with the SPAC as contemplated by this Section 2.4(a), the Company Circular together with any other documents required by the NSCA, Applicable Securities Laws and other applicable Laws Law in connection with the Company Meeting and the ArrangementMeeting, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and such other documentation required in connection with the Company Meeting documents to be filed and to be sent to each Shareholder, each holder of Options, Warrants Company Shareholder and SARs, the directors of the Company, the auditors of the Company and any other persons Persons as required by the Interim Order and applicable LawsLaw, in each case so as to permit the Company Meeting to be held within by the time required by date specified in Section 2.3(1)2.3.
(2b) The Company shall ensure that the Company Circular complies in all material respects with all applicable LawsLaw, anddoes not contain any misrepresentation (as that term is defined in the Securities Act (British Columbia)) (provided, without that the Company shall not be responsible for the accuracy of any information furnished by the SPAC for purposes of inclusion in the Company Circular pursuant to Section 2.4(d)) and provides the Company Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include: (i) a copy of the Company Fairness Opinion; (ii) a statement that the Company Circular shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make Board has determined that the statements contained therein not misleading Arrangement is in light the best interests of the circumstances in which they are made (other than with respect Company and is fair from a financial perspective to any information furnished by the Parent, the Purchaser or their affiliates) 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 Company MeetingShareholders and the disinterested members of the Company Board unanimously recommend that Company Shareholders vote in favor of the Arrangement Resolution (the “Company Board Recommendation”); and (iii) a statement that each executive officer and director of the Company who owns Company Shares or holds Company Options, Company RSUs or Company Warrants intends to vote all of such Person’s Company Shares (including any Company Shares issued upon the exercise of any Company Options or Company Warrants or settlement of Company RSUs, if any) in favor of the Arrangement Resolution and the transactions contemplated hereby. The Company Circular shall include advise the Company RecommendationCompany’s securityholders of the applicable resale restrictions under National Instrument 45-102, if any, that will apply to the securities received in connection with the Arrangement.
(3c) The Purchaser Company shall give the SPAC and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related theretodocuments, and shall accept the reasonable consideration shall be given to any comments made by the Purchaser SPAC and its legal counsel, provided and agrees that all information relating solely to the Purchaser, the Parent SPAC or their any of its affiliates included in the Company Circular must be in a form consistent in all material respects with the information provided to the Company by the SPAC. The Company shall provide the SPAC with a final copy of the Company Circular in connection with its mailing to Company Shareholders. For the avoidance of doubt, the information about the Company in the Company Circular shall be materially consistent with the information supplied by the Company for inclusion in form and content satisfactory to the Purchaser, acting reasonablyRegistration Statement.
(4d) The Purchaser and the Parent SPAC shall furnish provide to the Company all such information concerning regarding the Purchaser, the Parent SPAC and their respective its affiliates and any financing sources, as applicable, as may be reasonably required by the Company in the preparation of the Company Circular and other documents related thereto, and the Purchaser and the Parent shall ensure that no such information shall contain any untrue statement of a material fact Interim Order or omit to state a material fact required to be stated Laws for inclusion in the Company Circular or in order any amendments or supplements to make such Company Circular. The SPAC shall ensure that such information does not include any information so furnished not misleading misrepresentation (as that term is defined in light of the circumstances in which it is disclosedSecurities Act (British Columbia)) concerning the SPAC or its affiliates.
(5e) The Purchaser and the Parent shall jointly and severally indemnify and save harmless the Company’s Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s Representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(i) any misrepresentation or alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates included in the Company Circular that is provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular; and
(ii) any order made, or any inquiry, investigation or proceeding by any Governmental Entity (including any Securities Authority), to the extent based on any misrepresentation or any alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates and provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular.
(6) The Company, the Purchaser and the Parent Each Party shall promptly notify each the other Parties if at any time before the Effective Date it becomes aware that the Company Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make misrepresentation (as that term is defined in the statements contained therein not misleading in light of the circumstances in which they are madeSecurities Act (British Columbia)), or that otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shallshall promptly mail, subject file or otherwise publicly disseminate any such amendment or supplement to compliance by the Purchaser and/or the Parent with this Section 2.4, Company Shareholders and, if required by the Court or applicable Lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Securities Authorities and as otherwise requiredany other Governmental Authority.
Appears in 1 contract
Sources: Business Combination Agreement (Focus Impact Acquisition Corp.)
The Company Circular. (1) Subject to compliance by the Purchaser and/or the Parent with this Section 2.4, promptly after the execution of this Agreement, the The Company shall promptly prepare and complete complete, in consultation with the Purchaser, the Company Circular together with any other documents required by the NSCA, Applicable Securities Laws and other applicable Laws Law in connection with the Company Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and such other documentation required in connection with the Company Meeting documents to be filed and to be sent to each Shareholder, each holder of Options, Warrants Company Shareholder and SARs, the directors of the Company, the auditors of the Company and any other persons Person as required by the Interim Order and applicable LawsLaw, in each case so as to permit the Company Meeting to be held within by the time required by date specified in Section 2.3(12.3(a).
(2) The Company shall ensure that the Company Circular complies in all material respects with all applicable LawsLaw and the Interim Order, and, without does not contain any Misrepresentation regarding the Company and provides the Company Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include: (i) a copy of the Fairness Opinion, (ii) a statement that the Special Committee and the Board have received the Fairness Opinion, and have, after receiving legal and financial advice, determined that the Arrangement Resolution is in the best interests of the Company and recommend that the Company Circular shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading Shareholders vote in light favour of the circumstances Arrangement Resolution (the “Board Recommendation”), (iii) a statement that each director and senior officer of the Company intends to vote all of such individual’s Company Common Shares in which they are made (other than favour of the Arrangement Resolution and against any resolution submitted by any Company Shareholder that is inconsistent with respect to any information furnished by the ParentArrangement, the Purchaser or whole in accordance with their affiliatesSupport and Voting Agreements, and (iv) a statement that certain other Company Shareholders have entered into Support and shall provide Voting Agreements and specifying the Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning percentage of the matters to be placed before them at the issued and outstanding Company MeetingCommon Shares covered by such Support and Voting Agreements. The Company Circular shall include also contain such information as may be required to allow the Company RecommendationPurchaser to rely upon the Section 3(a)(10) Exemption with respect to the offer and sale of the Consideration Shares pursuant to the Arrangement.
(3) The Purchaser and its legal counsel Company shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related thereto, and reasonable consideration shall be given to any comments made by the Purchaser and its counsel, provided that all information relating solely to the Purchaser, the Parent or their affiliates included in the Company Circular shall be in form and content satisfactory to the Purchaser, acting reasonably.
(4) The Purchaser and the Parent shall furnish to the Company all such information concerning the Purchaser, the Parent and their respective affiliates and any financing sources, as applicable, as may be reasonably required by the Company in the preparation of the Company Circular and other documents related thereto, and the Purchaser and the Parent shall ensure that no such information shall contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company Circular in order to make any information so furnished not misleading in light of the circumstances in which it is disclosed.
(5) The Purchaser and the Parent shall jointly and severally indemnify and save harmless the Company’s Representatives Purchaser and each of its representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s Representatives they may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(ia) any misrepresentation Misrepresentation or alleged misrepresentation Misrepresentation in any information related included in the Company Circular, other than the information relating to the Purchaser, its affiliates or the Parent or their affiliates included in Consideration Shares furnished to the Company Circular that is provided in writing by the Purchaser, the Parent or their affiliates in writing Purchaser for the purpose of inclusion in the Company Circular; and
(iib) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity (including any Securities Authority)Entity, to the extent based on any misrepresentation Misrepresentation or any alleged misrepresentation Misrepresentation in any the Company Circular other than the information related relating to the Purchaser, its affiliates or the Parent or their affiliates and provided Consideration Shares furnished to the Company in writing by the Purchaser, the Parent or their affiliates in writing Purchaser for the purpose of inclusion in the Company Circular.
(4) The Company shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Company 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, its affiliates and Consideration Shares included in the Company Circular must be in a form and content satisfactory to them, acting reasonably.
(5) The Company shall not be responsible for any information in the Company Circular relating to the Purchaser, its affiliates or Consideration Shares.
(6) The Purchaser shall provide the Company with all information regarding the Purchaser, its affiliates and the Consideration Shares, including any pro forma financial statements, as required by Law (and in particular, Canadian Securities Law) for inclusion in the Company Circular or in any amendments or supplements to such Company Circular. The Purchaser shall ensure that such information does not include any Misrepresentation concerning the Purchaser, its affiliates and the Consideration Shares.
(7) The Purchaser shall indemnify and save harmless the Company and its representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which they 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 Company Circular regarding the Purchaser, its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular pursuant to Section 2.4(6); and
(b) any order made, or any inquiry, investigation or proceeding by any securities regulatory authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information included in the Company Circular regarding the Purchaser, its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular pursuant to Section 2.4(6).
(8) The Purchaser shall not be responsible for any information in the Company Circular relating to the Company, its affiliates or the Company Common Shares.
(9) The Purchaser and the Parent Company shall also use their commercially reasonable efforts to obtain any necessary consents from any of their respective auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Company Circular and to the identification in the Company Circular of each such advisor.
(10) Each Party shall promptly notify each other the others if at any time before the Effective Date it becomes aware that the Company Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are madeMisrepresentation, or that otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shallshall promptly mail, subject file or otherwise publicly disseminate any such amendment or supplement to compliance by the Purchaser and/or the Parent with this Section 2.4, Company Shareholders and, if required by the Court or applicable Lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Securities Authorities and or any other Governmental Entity as otherwise required.
Appears in 1 contract
The Company Circular. (1) Subject to compliance by The Company shall (i) promptly prepare and complete, in consultation with the Purchaser and/or the Parent with this Section 2.4, promptly after the execution of this AgreementPurchaser, the Company shall prepare and complete the Company Circular Circular, together with any other documents required by the NSCA, Applicable Securities Laws and other applicable Laws Law in connection with the Company Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, ; (ii) cause the Company Circular and such other documentation required in connection with the Company Meeting documents to be filed or furnished with the Securities Authorities and to be sent the CSE as required by Law and the policies of the CSE, and disseminate to each Shareholder, each holder of Options, Warrants Company Shareholder and SARs, the directors of the Company, the auditors of the Company and any other persons Person as required by the Interim Order and Law; (iii) to the extent required by Law, as promptly as practicable prepare, file or furnish with the Securities Authorities and any applicable Lawssecurities exchange, in each case so and disseminate to the Company Shareholders and other Persons as required by the Interim Order and Law any supplement or amendment to permit the Company Circular (after the Purchaser has had a reasonable opportunity to review and comment thereon) if any event will occur which requires such action at any time prior to the Company Meeting; and (iv) otherwise use its commercially reasonable efforts to comply with all requirements of Law applicable to the Company Meeting to be held within and the time required by Section 2.3(1)Arrangement.
(2) The Company shall ensure that the Company Circular complies in all material respects with all applicable LawsLaw, andincluding Securities Laws and the Interim Order, without limiting the generality of the foregoing, that the Company Circular shall does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other Misrepresentation (other than with respect to any information relating to and furnished by the Parent, Purchaser in writing for inclusion in the Purchaser or their affiliatesCompany Circular) regarding the Company and shall provide the provides Company Shareholders with sufficient information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Company Meeting. The Without limiting the generality of the foregoing, the Company Circular shall include must include: (i) a copy of each Fairness Opinion; (ii) a statement that the Company Board has received the Fairness Opinions, and has unanimously determined, after receiving financial and legal advice, that the Consideration to be received by the Company Shareholders is fair from a financial point of view and that the Arrangement is in the best interests of the Company and its security holders and that the Company Board unanimously recommends that the Company Shareholders vote in favour of the Arrangement Resolution (the “Company Board Recommendation”); (iii) a statement regarding the Support and Voting Agreements and that each director and officer of the Company has entered into a Support and Voting Agreement that provides, among other things, and subject to the terms thereof, that such Person will vote all of such Person’s Company Shares in favour of the Arrangement Resolution and against any resolution submitted by any Company Shareholder that is inconsistent with the Arrangement, the whole in accordance with such Person’s Support and Voting Agreement, as applicable.
(3) The Purchaser and its legal counsel Company shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related thereto, and reasonable consideration shall be given to any comments made by the Purchaser and its counsel, provided that all information relating solely to the Purchaser, the Parent or their affiliates included in the Company Circular shall be in form and content satisfactory to the Purchaser, acting reasonably.
(4) The Purchaser and the Parent shall furnish to the Company all such information concerning the Purchaser, the Parent and their respective affiliates and any financing sources, as applicable, as may be reasonably required by the Company in the preparation of the Company Circular and other documents related thereto, and the Purchaser and the Parent shall ensure that no such information shall contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company Circular in order to make any information so furnished not misleading in light of the circumstances in which it is disclosed.
(5) The Purchaser and the Parent shall jointly and severally indemnify and save harmless the Company’s Representatives Purchaser and each of its representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s Representatives they may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(ia) any misrepresentation Misrepresentation or alleged misrepresentation Misrepresentation in any information related to the Purchaser, the Parent or their affiliates included in the Company Circular that is provided Circular, other than the information solely relating to the Purchaser or the Consideration Shares furnished to the Company in writing by the Purchaser, the Parent or their affiliates in writing Purchaser for the purpose of inclusion in the Company Circular; and
(iib) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity (including any Securities Authority)Entity, to the extent based on any misrepresentation Misrepresentation or any alleged misrepresentation Misrepresentation in any the Company Circular other than the information related relating solely to the Purchaser, Purchaser or the Parent or their affiliates and provided Consideration Shares furnished to the Company in writing by the Purchaser, the Parent or their affiliates in writing Purchaser for the purpose of inclusion in the Company Circular.
(64) The CompanyCompany shall not be responsible for any information in the Company Circular relating to the Purchaser or the Consideration Shares that is furnished to the Company in writing by the Purchaser for inclusion in the Company Circular.
(5) The Company shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Preliminary Company Circular, amendments to the Preliminary Company Circular, responses to SEC comments (oral or written) thereon, if any, and the Definitive Company 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 and the Parent Consideration Shares included in the Company Circular must be in a form and content satisfactory to them, acting reasonably.
(6) The Purchaser shall cooperate with the Company to prepare the Company Circular as promptly as practicable after the date of this Agreement and shall provide the Company and its auditor with all necessary financial statements and information regarding the Purchaser, its affiliates and the Consideration Shares, including such financial information and assistance as may be reasonably required in connection with the preparation of any pro forma financial statements, as required by Law (and in particular, Securities Laws) for inclusion in the Company Circular or in any amendments or supplements to the Company Circular. The Purchaser hereby consents to the inclusion of its financial statements in the Company Circular as required by Law (and in particular, Securities Laws). The Purchaser shall ensure that such information does not include any Misrepresentation concerning the Purchaser and the Consideration Shares.
(7) The Purchaser shall indemnify and save harmless the Company and each of its representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which they 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 Company Circular relating to the Purchaser or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular pursuant to Section 2.4(6); and
(b) any order made, 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 any information included in the Company Circular relating to the Purchaser or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular pursuant to Section 2.4(6).
(8) The Purchaser shall not be responsible for any information in the Company Circular relating to the Company or any affiliates of the Company.
(9) The Purchaser and the Company shall also use their commercially reasonable efforts to obtain any necessary consents from any of their respective auditors and any other advisors to the use of the Fairness Opinions and any financial, technical or other expert information required to be included in the Company Circular and to the identification in the Company Circular of each such advisor.
(10) Each Party shall promptly notify each the other if at any time before the Effective Date it becomes aware (in the case of the Company only with respect to the Company and its affiliates, and in the case of the Purchaser only with respect to the Purchaser, its affiliates, or the securities of the Purchaser to be issued pursuant to the Plan of Arrangement) that the Company Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are madeMisrepresentation, or that otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement to the Company Circular, Circular as required or appropriate, and the Company shallshall promptly mail, subject to compliance by the Purchaser and/or the Parent with this Section 2.4, and, if required by the Court or applicable Laws, promptly mail file or otherwise publicly disseminate any such amendment or supplement to the Company Circular to Company Shareholders and, if required by the Shareholders and Court, Securities Laws or any other Law, file the same with the Securities Authorities and or any other Governmental Entity as otherwise required.
Appears in 1 contract
The Company Circular. (1) Subject to compliance by the Purchaser and/or the Parent with this Section 2.4, promptly after the execution of this Agreement, the Company shall prepare and complete the Company Circular together with any other documents required by the NSCAOBCA, Applicable Securities Laws and other applicable Laws in connection with the Company Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and other documentation required in connection with the Company Meeting to be filed and to be sent to each Shareholder, each holder of Options, Warrants Shareholder and SARs, the directors of the Company, the auditors of the Company and any other persons as required by the Interim Order and applicable Laws, in each case so as to permit the Company Meeting to be held within the time required by Section 2.3(1).
(2) The Company shall ensure that the Company Circular complies in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, that the Company Circular shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information furnished by the Parent, the Purchaser or their affiliates) 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 Company Meeting. The Subject to Section 7.2(10), the Company Circular shall include the Company Recommendationrecommendation of the Board of Directors that the Shareholders vote in favour of the Arrangement Resolution.
(3) The Purchaser and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related thereto, and reasonable consideration shall be given to any comments made by the Purchaser and its counsel, provided that all information relating solely to the Purchaser, the Parent or their affiliates included in the Company Circular shall be in form and content satisfactory to the Purchaser, acting reasonably.
(4) The Purchaser and the Parent shall furnish to the Company all such information concerning the Purchaser, the Parent and their respective affiliates and any financing sources, as applicable, as may be reasonably required by the Company in the preparation of the Company Circular and other documents related thereto, and the Purchaser and the Parent shall ensure that no such information shall contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company Circular in order to make any information so furnished not misleading in light of the circumstances in which it is disclosed.
(5) The Purchaser and the Parent shall jointly and severally indemnify and save harmless the Company’s Representatives , the Subsidiary and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s Representatives , the Subsidiary or any of their respective directors, officers, employees, agents, advisors or representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(ia) any misrepresentation or alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates included in the Company Circular that is provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular; and
(iib) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity (including any Securities Authority)Entity, to the extent based on any misrepresentation or any alleged misrepresentation in any information related solely to the Purchaser, the Parent or their affiliates and provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular.
(6) The Company, the Purchaser and the Parent shall promptly notify each other if at any time before the Effective Date it becomes aware that the Company Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Company Circular, and the Parties shall co-operate in the preparation of any amendment or supplement to the Company Circular, as required or appropriate, and the Company shall, subject to compliance by the Purchaser and/or the Parent with this Section 2.4, and, if required by the Court or applicable Laws, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Securities Authorities and as otherwise required.
Appears in 1 contract
Sources: Arrangement Agreement
The Company Circular.
(1) Subject to compliance by the Purchaser and/or the Parent with this Section 2.4, promptly after the execution of this Agreement, the The Company shall promptly prepare and complete complete, in reasonable consultation with the Purchaser, the Company Circular together with any other documents required by Law and the NSCA, Applicable Securities Laws and other applicable Laws Interim Order in connection with the Company Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and such other documentation required in connection with the Company Meeting documents to be filed and to be sent to each Shareholder, each holder of Options, Warrants Company Voting Securityholder and SARs, the directors of the Company, the auditors of the Company and any other persons Person as required by the Interim Order and applicable LawsLaw, in each case so as to permit the Company Meeting to be held within by the time required by date specified in Section 2.3(1).
(2) The Company shall ensure that the Company Circular complies in all material respects with all applicable LawsLaw and the Interim Order, and, without does not contain any Misrepresentation (other than in respect to any written information with respect to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Company Circular) and provides the Company Voting Securityholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include, subject to the receipt of a Company Superior Proposal, (i) a copy of the Fairness Opinions; (ii) a statement that the Company Circular shall not contain any untrue statement Board (or committee thereof, as applicable) has received the Fairness Opinions, and the Company Board has unanimously determined (with directors abstaining or recusing themselves as required by Law or the Company's Constating Documents), after receiving legal and financial advice: (A) that the Arrangement is fair to the Company Voting Securityholders; (B) that the Arrangement and the entering into of a material fact or omit to state a material fact required to be stated therein or necessary to make this Agreement is in the statements contained therein not misleading in light best interests of the circumstances Company; and (C) that the Company Board (with directors abstaining or recusing themselves as required by Law or the Company's Constating Documents) recommends that the Company Voting Securityholders vote in favour of the Arrangement Resolution (collectively, the "Company Board Recommendation"), and (iii) a statement that each of the Company Supporting Shareholders have entered into Company Voting Support Agreements pursuant to which they are made (other than with respect intend to vote all of their Company Shares, Company Warrants, Company RSUs and Company DSUs, as applicable, in favour of the Arrangement Resolution and against any information furnished resolution submitted by the Parent, the Purchaser or their affiliates) 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 any Company Meeting. The Company Circular shall include the Company Recommendation.Shareholder that is inconsistent therewith.
(3) The Purchaser and its legal counsel Company shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related thereto, and reasonable consideration shall be given to any comments made by the Purchaser and its counsel, provided that all information relating solely to the Purchaser, the Parent or their affiliates included in the Company Circular shall be in form and content satisfactory to the Purchaser, acting reasonably.
(4) The Purchaser and the Parent shall furnish to the Company all such information concerning the Purchaser, the Parent and their respective affiliates and any financing sources, as applicable, as may be reasonably required by the Company in the preparation of the Company Circular and other documents related thereto, and the Purchaser and the Parent shall ensure that no such information shall contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company Circular in order to make any information so furnished not misleading in light of the circumstances in which it is disclosed.
(5) The Purchaser and the Parent shall jointly and severally indemnify and save harmless the Company’s Representatives Purchaser and each of its representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s Representatives they may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(ia) any misrepresentation Misrepresentation or alleged misrepresentation Misrepresentation in any information related included in the Company Circular, other than the information relating to the Purchaser, its affiliates or the Parent or their affiliates included in Consideration Shares and the Purchaser Replacement Warrants furnished to the Company Circular that is provided in writing by the Purchaser, the Parent or their affiliates in writing Purchaser for the purpose of inclusion in the Company Circular; and
(iib) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity (including any Securities Authority)Entity, to the extent based on any misrepresentation Misrepresentation or any alleged misrepresentation Misrepresentation in any the Company Circular other than the information related relating to the Purchaser, its affiliates or the Parent or their affiliates Consideration Shares and provided the Purchaser Replacement Warrants furnished to the Company in writing by the Purchaser, the Parent or their affiliates in writing Purchaser for the purpose of inclusion in the Company Circular.
(4) The Company shall not be responsible for any information in the Company Circular relating to the Purchaser, its affiliates or the Consideration Shares and Purchaser Replacement Warrants furnished to the Company in writing by the Purchaser for inclusion in the Company Circular.
(5) The Company shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, including an Annual Information Form to be filed and incorporated by reference, if any, and shall give reasonable consideration to any comments made by the Purchaser and its counsel, and agrees that all information relating solely to the Purchaser, its affiliates and the Consideration Shares and Purchaser Replacement Warrants included in the Company 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 Company shall provide the Purchaser with a final copy of the Company Circular prior to its mailing to the Company Voting Securityholders.
(6) The Purchaser shall, in the form required by applicable Law, as soon as reasonably practicable after the date hereof, and in any event within ten (10) days of the date hereof, provide the Company with all information regarding the Purchaser, its affiliates and the Consideration Shares and Purchaser Replacement Warrants as required by Law (and in particular, Securities Law) for inclusion in the Company Circular or in any amendments or supplements to such Company Circular. The Purchaser and not the Company shall be responsible for such information and shall ensure that such information does not include any Misrepresentation concerning the Purchaser, its affiliates and the Consideration Shares and the Purchaser Replacement Warrants.
(7) The Purchaser shall indemnify and save harmless the Company and each of its representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which they 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 Company Circular relating to the Purchaser, its affiliates or the Consideration Shares and the Purchaser Replacement Warrants furnished to the Company in writing by the Purchaser for inclusion in the Company Circular pursuant to Section 2.4(6); and
(b) any order made, 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 any information included in the Company Circular relating to the Purchaser, its affiliates or the Consideration Shares and the Purchaser Replacement Warrants furnished to the Company in writing by the Purchaser for inclusion in the Company Circular pursuant to Section 2.4(6).
(8) The Purchaser shall not be responsible for any information in the Company Circular relating to the Company, the .
(9) The Purchaser and the Parent Company shall also use their commercially reasonable efforts to obtain any necessary consents, if required, from any of their respective auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Company Circular and to the identification in the Company Circular of each such advisor.
(10) Each Party shall promptly notify each the other Party if at any time before the Effective Date it becomes aware (in the case of the Company only with respect to the Company, and in the case of the Purchaser only with respect to the Purchaser, its affiliates and the Consideration Shares and the Purchaser Replacement Warrants) that the Company Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are madeMisrepresentation, or that otherwise requires an amendment or supplement. The Parties shall, in a manner consistent with this Section 2.4, co-operate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shall, subject in a manner provided in the Interim Order or as required by Law, promptly mail, file or otherwise publicly disseminate any such amendment or supplement to compliance by the Purchaser and/or the Parent with this Section 2.4, Company Circular to Company Voting Securityholders and, if required by the Court or by applicable LawsLaw, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Securities Authorities and or any other Governmental Entity as otherwise required.
Appears in 1 contract
Sources: Arrangement Agreement
The Company Circular. (1) Subject to compliance by the Purchaser and/or the Parent with this Section 2.4, promptly after the execution of this Agreement, the The Company shall promptly prepare and complete complete, in consultation with the Purchaser, the Company Circular together with any other documents required by the NSCA, Applicable Securities Laws and other applicable Laws Law in connection with the Company Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and such other documentation required in connection with the Company Meeting documents to be filed and to be sent to each Shareholder, each holder of Options, Warrants Shareholder and SARs, the directors of the Company, the auditors of the Company and any other persons Person as required by the Interim Order and applicable LawsLaw, in each case so as to permit the Company Meeting to be held within by the time required by date specified in Section 2.3(12.3(a).
(2) The Company shall ensure that the Company Circular complies in all material respects with all applicable LawsLaw, and, without does not contain any Misrepresentation and provides the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, that the Company Circular shall not contain any untrue statement of must include: (i) a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light copy of the circumstances Fairness Opinion, (ii) a statement that the Board has received the Fairness Opinion, and has unanimously, after receiving legal and financial advice, determined that the Arrangement Resolution is in which they are made (other than with respect to any information furnished by the Parent, best interests of the Purchaser or their affiliates) Company and shall provide recommends that the Shareholders vote in favour of the Arrangement Resolution (the "Board Recommendation"), and (iii) statements that each Locked-Up Shareholder has signed a Voting Agreement pursuant to which, and subject to the terms thereof, they have agreed to among other things, vote their Company Securities in favour of the Arrangement Resolution and against any resolution submitted by any Shareholder that is inconsistent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Company Meeting. The Company Circular shall include the Company RecommendationArrangement.
(3) The Company shall give the Purchaser and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related theretodocuments, and shall give reasonable consideration shall be given to any comments made by the Purchaser and its counsel, provided and agrees that all information relating solely to the Purchaser, the Parent or their affiliates Purchaser included in the Company Circular shall must be in a form and content satisfactory to the Purchaser, acting reasonably.
(4) The Purchaser and the Parent shall furnish to the Company provide all such necessary information concerning the Purchaser, the Parent Purchaser and their respective affiliates and any financing sources, as applicable, as may Acquireco that is required by Law to be reasonably required included by the Company in the preparation of Company Circular or other related documents to the Company Circular and other documents related theretoin writing, in a timely manner, and the Purchaser and the Parent shall ensure that no such information shall does not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company Circular in order to make any information so furnished not misleading in light of the circumstances in which it is disclosedMisrepresentation.
(5) The Purchaser hereby indemnifies and the Parent shall jointly and severally indemnify and save saves harmless the Company’s , its Subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s , any of its Subsidiaries or any of their respective Representatives may be subject or may suffer, in any way caused bysuffer as a result of, or arisingarising from, directly or indirectly, from or in consequence of:
(i) any misrepresentation Misrepresentation or alleged misrepresentation Misrepresentation contained in any information related to the Purchaser, the Parent or their affiliates included in the Company Circular that is was provided by the PurchaserPurchaser pursuant to Section 2.4(4), the Parent or their affiliates in writing for the purpose including as a result of inclusion in the Company Circular; and
(ii) any order made, or any inquiry, investigation or proceeding instituted by any Securities Authority or other Governmental Entity (including any Securities Authority), to the extent based on any misrepresentation such a Misrepresentation or any alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates and provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company CircularMisrepresentation.
(6) The Company, the Purchaser and the Parent Each Party shall promptly notify each the other if Parties if, at any time before the Effective Date Time, it becomes aware that the Company Circular or the application for the Interim Order or the Final Order contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are madeMisrepresentation, or that otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shallshall promptly mail, subject file or otherwise publicly disseminate any such amendment or supplement to compliance by the Purchaser and/or the Parent with this Section 2.4, Shareholders and, if required by the Court or applicable Lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Securities Authorities and or any other Governmental Entity as otherwise required.
Appears in 1 contract
Sources: Arrangement Agreement
The Company Circular. (1a) Subject to compliance by the Purchaser and/or the Parent with this Section 2.4, promptly after the no later than March 20, 2012 following execution of this Agreement, the Company shall prepare and complete have available for mailing to the Shareholders, the Company Circular together with any other documents required by the NSCAABCA, Applicable Securities Laws and other applicable Laws in connection with the Company Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and other documentation required in connection with the Company Meeting to be filed and to be sent to each Shareholder, each holder Shareholder of Options, Warrants record and SARs, the directors of the Company, the auditors of the Company and any other persons Persons as required by the Interim Order and applicable Laws, in each case so as to permit the Company Meeting to be held within the time required by Section 2.3(12.3(a).
(2b) The Company shall ensure that the Company Circular complies in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, that the Company Circular shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to provided that the Company shall not be responsible for the accuracy of any information furnished by forming part of the Parent, the “Purchaser or their affiliatesInformation” as described in Section 2.4(d)) 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 Company Meeting. The Company Circular shall include the Company Recommendationunanimous recommendation of the Board of Directors that the Shareholders vote in favour of the Arrangement Resolution and shall include a copy of the Fairness Opinion in its entirety.
(3c) The Purchaser and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related thereto, and reasonable consideration shall be given to any comments made by the Purchaser and its counselthem, provided that all information relating solely to the Purchaser, the Parent or their affiliates Purchaser included in the Company Circular shall be in form and content satisfactory to the Purchaser, acting reasonably.
(4d) The Purchaser and the Parent shall furnish to the Company all such information concerning the Purchaser, the Parent and their respective affiliates and any financing sources, as applicable, Purchaser as may be reasonably required by the Company in the preparation of the Company Circular and other documents related thereto, and the . The Purchaser and the Parent shall ensure that no such all information provided by the Purchaser to the Company in writing specifically for inclusion in the Company Circular and relating exclusively to the Purchaser (“Purchaser Information”) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company Circular in order to make any information so furnished such Purchaser Information not misleading in light of the circumstances in which it is disclosed.
(5e) The Purchaser and the Parent Company shall jointly and severally indemnify and save harmless the Company’s Representatives Purchaser, its subsidiaries and affiliates and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s Representatives Purchaser, any of its subsidiaries or affiliates or any of their respective directors, officers, employees, agents, advisors or representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(i) any misrepresentation or alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates included in the Company Circular that is provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular; and
(ii) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity (including any Securities Authority), to the extent based on any misrepresentation or any alleged misrepresentation in the Company Circular, provided, however, that the above-noted indemnification obligation of the Company shall not apply to any information related liabilities, Claims, demands, losses, costs, damages or expenses arising as a result of any misrepresentation or alleged misrepresentation in the Purchaser Information supplied by the Purchaser to the Purchaser, the Parent or their affiliates Company in accordance with Section 2.4(d) and provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion contained in the Company Circular.
(6f) The Purchaser shall indemnify and save harmless the Company, its subsidiaries and affiliates and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, Claims, demands, losses, costs, damages and expenses to which the Company, any subsidiary of the Company or any of their respective directors, officers, employees, agents, advisors or representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of any misrepresentation or alleged misrepresentation in the Purchaser Information.
(g) The Company and the Parent Purchaser shall promptly notify each other if at any time before the Effective Date it becomes aware that the Company Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Company Circular, and the Parties shall cooperate in the preparation of any amendment or supplement to the Company Circular, as required or appropriate, and the Company shall, subject to compliance by the Purchaser and/or the Parent with this Section 2.4, and, if required by the Court or applicable Laws, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Securities Authorities and as otherwise required.
Appears in 1 contract
The Company Circular. (1) Subject The Company will, so as to permit the Meeting to be held as promptly as practicable after the date hereof: (i) subject to the Purchaser’s compliance by the Purchaser and/or the Parent with this Section 2.42.4(4), promptly after prepare and complete, in consultation with the execution of this AgreementPurchaser, the Company shall prepare and complete the Company Circular Circular, together with any other documents required by the NSCA, Applicable Securities Laws and other applicable Laws Law in connection with the Company Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, ; (ii) cause the Company Circular and such other documentation required in connection with the Company Meeting documents to be filed or furnished with the Securities Authorities, the TSX and Nasdaq as required by Law and the rules of the TSX and Nasdaq, respectively, to be sent disseminated to each Shareholder, each holder of Options, Warrants Company Shareholder and SARs, the directors of the Company, the auditors of the Company and any other persons Person as required by the Interim Order and applicable Laws, in each case Law so as to permit the Company Meeting to be held within by the time date specified in Section 2.3(1)(a); (iii) to the extent required by Section 2.3(1)Law, as promptly as practicable prepare, file or furnish with the Securities Authorities and any applicable securities exchange, and disseminate to the Company Shareholders and other Persons as required by the Interim Order and Law any supplement or amendment to the Company Circular (after the Purchaser has had a reasonable opportunity to review and comment thereon) if any event will occur which requires such action at any time prior to the Meeting; and (iv) otherwise use its commercially reasonable efforts to comply with all requirements of Law applicable to the Meeting and the Arrangement.
(2) The Company shall will ensure that the Company Circular complies in all material respects with all applicable Lawsthe Interim Order and Law, anddoes not contain any Misrepresentation (other than with respect to (a) any information furnished by the Purchaser relating to the Purchaser, without its Affiliates and their respective Representatives for inclusion in the Company Circular; (b) documents in the Purchaser Public Disclosure Record included in or incorporated by reference into the Circular; and information related to the Purchaser or derived from the materials described in clauses (a) and (b) above, if approved in writing by the Purchaser or its legal counsel (collectively, the “Purchaser Information”)) and provides the Company Shareholders with sufficient information concerning the matters to be placed before the Meeting. Without limiting the generality of the foregoing, that but subject to Section 5.3, the Company Circular shall not contain any untrue must include (i) a statement of a material fact or omit to state a material fact required to be stated therein or necessary to make that the statements contained therein not misleading in light Board (with with ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ abstaining), has unanimously, after receiving legal and financial advice, the Formal Valuation and the Fairness Opinion, and upon the recommendation of the circumstances Company Special Committee, determined that the Arrangement is in which they are made (other than with respect to any information furnished by the Parent, the Purchaser or their affiliates) 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 best interests of the Company Meeting. The Company Circular shall include and is fair to the Company Shareholders and unanimously recommends that Company Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), and (ii) the full text of (A) the Fairness Opinion and a summary thereof, and (B) the Formal Valuation and a summary thereof.
(3) The Company will provide the Purchaser and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents related theretoprior to filing the Company Circular with applicable Securities Authorities or Governmental Entities and mailing the Company Circular to Company Shareholders, and will incorporate therein all reasonable consideration shall be given to any comments made by the Purchaser and its legal counsel, provided that all . Any Purchaser Information or information relating solely to describing the Purchaser, terms of the Parent or their affiliates included in Arrangement and/or the Company Circular shall Plan of 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 Company Circular prior to its mailing to the Company Shareholders.
(4) The Purchaser and the Parent shall furnish will promptly provide to the Company in writing all such information concerning Purchaser Information reasonably requested by the Purchaser, the Parent Company and their respective affiliates and any financing sources, as applicable, as may required by Law to be reasonably required included by the Company in the preparation Company Circular or other related documents, and will ensure that such information does not contain any Misrepresentation. The Company and the Purchaser shall use their commercially reasonable efforts to obtain any necessary consents from any of their respective auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Company Circular and other documents related thereto, and to the Purchaser and the Parent shall ensure that no such information shall contain any untrue statement of a material fact or omit to state a material fact required to be stated identification in the Company Circular in order to make any information so furnished not misleading in light of the circumstances in which it is disclosedeach such advisor.
(5) The Purchaser Company and the Parent shall jointly and severally indemnify and save harmless the Company’s Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s Representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(i) any misrepresentation or alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates included in the Company Circular that is provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular; and
(ii) any order made, or any inquiry, investigation or proceeding by any Governmental Entity (including any Securities Authority), to the extent based on any misrepresentation or any alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates and provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular.
(6) The Company, the Purchaser and the Parent shall will promptly notify each other if at any time before the Effective Date it of them becomes aware that the Company Circular contains an untrue statement of a material fact Misrepresentation or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement. The Parties will cooperate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, appropriate and the Company shallwill promptly mail, subject file or otherwise publicly disseminate any such amendment or supplement to compliance by those Persons to whom the Purchaser and/or the Parent with this Company Circular was sent pursuant to Section 2.4, 2.4(1) and, if required by the Court or applicable Lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Securities Authorities and or any other Governmental Entity as otherwise required.
Appears in 1 contract
Sources: Arrangement Agreement (HEXO Corp.)
The Company Circular. (1a) Subject to compliance by The Company shall, as promptly as reasonably practicable, prepare and complete, in consultation with the Purchaser and/or the Parent with this Section 2.4, promptly after the execution of this AgreementParties, the Company shall prepare and complete the Company Circular Circular, together with any other documents required by the NSCA, Applicable Securities Laws and other applicable Laws Law in connection with the Company Meeting and the ArrangementMeeting, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and other documentation required in connection with the Company Meeting such documents to be filed with the Securities Regulatory Authorities and to be sent to each Shareholder, Company Shareholder and each holder of Options, Warrants and SARs, the directors of the Company, the auditors of other Person who is entitled to receive the Company Circular and any other persons as required by such documents pursuant to the Interim Order and applicable Lawsor Law, in each case so as to permit the Company Meeting to be held within the time required by in accordance with Section 2.3(1)2.4.
(2b) The Company shall shall, subject to compliance by the Purchaser Parties with their obligations under this Section 2.3 and subject to the Purchaser Parties obtaining the consents contemplated in Section 2.3(d), ensure that the Company Circular Circular:
(i) complies in all material respects with all applicable Laws, Law and does not contain a Misrepresentation; and, without limiting the generality of the foregoing, that
(ii) provides the Company Circular shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information furnished by the Parent, the Purchaser or their affiliates) and shall provide the Shareholders with sufficient information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them the Company Meeting.
(c) Without limiting the generality of Section 2.3(b)(ii), the Company Circular must include:
(i) a summary and a copy of the Fairness Opinions;
(ii) a statement that the Company Special Committee has received the Fairness Opinions and has, after receiving advice from its financial advisors and outside legal counsel and having considered all other relevant factors, determined that the Arrangement is fair to the Company Shareholders and is in the best interests of the Company and has recommended that the Company Board recommend that the Company Shareholders vote in favour of the Arrangement Resolution; and
(iii) a statement that the Company Board has received the Fairness Opinions and has, after receiving advice from its financial advisors and outside legal counsel and upon the recommendation of the Company Special Committee and having considered all other relevant factors determined that the Arrangement is fair to the Company Shareholders and is in the best interests of the Company and recommends that the Company Shareholders vote in favour of the Arrangement Resolution (the “Company Board Recommendation”);
(iv) a statement that each director and officer of the Company has entered into a Voting Agreement pursuant to which each such Person has agreed to vote all their Company Shares in favour of the Arrangement Resolution in accordance with the terms of such Voting Agreements;
(v) if applicable, disclosure of how to access the Company Meeting electronically, any minimum technology requirements to do so, and a method of seeking help in the event Company Shareholders are having difficulty logging into the Company Meeting;
(vi) if applicable, include information on how Company Shareholders and proxyholders can vote electronically at the Company Meeting. The Company Circular shall include Meeting and any limitations on the Company Recommendationability to ask questions; and
(vii) a statement that the Purchaser Parties may, on behalf of the management of the Company, directly or through a proxy solicitation services firm of its choice, actively solicit proxies, on behalf of management of the Company, in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Person that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement in compliance with Law.
(3d) The Purchaser and its legal counsel Parties shall be given a reasonable opportunity provide to review and comment on drafts of the Company Circular and other documents related thereto, and reasonable consideration shall be given to any comments made by all necessary information concerning the Purchaser Parties and its counsel, provided the Consideration Units that all information relating solely is required by Law to the Purchaser, the Parent or their affiliates be included in the Company Circular or other related documents and ensure that such information (including with respect to information incorporated by reference) does not contain a Misrepresentation concerning the Purchaser Parties or the Consideration Units. The Purchaser Parties shall be in form use commercially reasonable efforts to obtain any necessary consents from any of their auditors and content satisfactory any other advisors to the Purchaseruse of any financial, acting reasonably.
(4) The Purchaser and the Parent shall furnish technical or other expert information required to the Company all such information concerning the Purchaser, the Parent and their respective affiliates and any financing sources, as applicable, as may be reasonably required by the Company included in the preparation of the Company Circular and other documents related thereto, and to the Purchaser and the Parent shall ensure that no such information shall contain any untrue statement of a material fact or omit to state a material fact required to be stated identification in the Company Circular in order to make any information so furnished not misleading in light of the circumstances in which it is disclosedeach such advisor.
(5e) The Purchaser and the Parent Parties shall jointly and severally indemnify and save harmless the Company’s , its Subsidiaries and its and their Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s , its Subsidiaries and its and their Representatives may be subject to or may suffer, in any way caused by, or arising, arising directly or indirectly, from indirectly out of or in consequence of:
(i) any misrepresentation or alleged misrepresentation Misrepresentation in any information related to the Purchaser, the Parent or their affiliates included in the Company Circular that is was provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company CircularPurchaser Parties pursuant to paragraph 2.3(d); and
(ii) any order made, Order made or any inquiry, investigation Proceeding taken by a Securities Regulatory Authority or proceeding by any other Governmental Entity (including any Securities Authority), to the extent based on any misrepresentation Misrepresentation or any alleged misrepresentation Misrepresentation in any information related relating solely to any of the Purchaser Parties or to the Purchaser, Consideration Units included in the Parent or their affiliates and Company Circular that was provided by the PurchaserPurchaser Parties pursuant to paragraph 2.3(d).
(f) The Company shall indemnify and save harmless the Purchaser Parties and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Parent Purchaser Parties and their respective Representatives may be subject to or may suffer, arising directly or indirectly out of or in consequence of:
(i) any Misrepresentation in any information included in the Company Circular (other than information that was provided by the Purchaser Parties pursuant to paragraph 2.3(d)); and
(ii) any Order made or Proceeding taken by a Securities Regulatory Authority or other Governmental Authority, to the extent based on any Misrepresentation or alleged Misrepresentation in any information included in the Company Circular (other than information that was provided by the Purchaser Parties pursuant to paragraph 2.3(d)).
(g) The Company shall allow the Purchaser Parties and their affiliates in writing outside legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents and shall give reasonable consideration to any comments made by the Purchaser Parties and their outside legal counsel and agrees that all information relating solely to the Purchaser Parties or the Consideration Units that is furnished by or on behalf of the Purchaser Parties for the purpose of inclusion in the Company CircularCircular or other related documents must be in a form and content satisfactory to the Purchaser Parties in their sole discretion acting reasonably. The Company shall provide the Purchaser Parties with final copies of the Company Circular prior to its mailing to the Company Shareholders.
(6h) The Company, Company and the Purchaser and the Parent Parties shall each promptly notify each the other if at any time before the Effective Date it any of them becomes aware that the Company Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are madeMisrepresentation, or that otherwise requires an amendment or supplement. The Company and the Purchaser Parties shall each co-operate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shallshall promptly mail, subject file or otherwise publicly disseminate any such amendment or supplement to compliance by the Purchaser and/or the Parent with this Section 2.4Company Shareholders and any other Person who is entitled to receipt of same, and, if required by the Court or applicable Lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Securities Regulatory Authorities or any other Governmental Authority.
(i) Other than in connection with obtaining the Key Regulatory Approvals which are governed by Section 4.5:
(i) the Company shall promptly:
(A) notify the Purchaser Parties upon the receipt of any correspondence with respect to the Company Circular, the Company Meeting or the Arrangement, whether written or oral, from any Securities Regulatory Authority or the staff of a Securities Regulatory Authority or any request from any Securities Regulatory Authority or the staff of a Securities Regulatory Authority for information related to the Company Circular, the Company Meeting or the Arrangement or amendments or supplements to the Company Circular; and
(B) provide the Purchaser Parties with copies of all correspondence between the Company and its Representatives, on the one hand, and any Securities Regulatory Authority or the staff of a Securities Regulatory Authority, on the other hand with respect to such correspondence; and
(ii) the Company shall respond as otherwise requiredpromptly as reasonably practicable to any correspondence with respect to the Company Circular, the Company Meeting or the Arrangement from any Securities Regulatory Authority or the staff of a Securities Regulatory Authority and shall give the Purchaser Parties and their legal counsel a reasonable opportunity to review and comment on any such response prior to submitting it to any Securities Regulatory Authority or the staff of a Securities Regulatory Authority, and shall give reasonable consideration to any comments made thereon by the Purchaser Parties and their legal counsel; and
(iii) if legally permissible, each of the Company and the Purchaser Parties shall provide the other and their respective outside legal counsel and other Representatives a reasonable opportunity to participate in any discussions or meetings with any Securities Regulatory Authority or the staff of a Securities Regulatory Authority regarding the Company Circular, the Company Meeting or the Arrangement.
Appears in 1 contract
Sources: Arrangement Agreement (Sunoco LP)
The Company Circular. (1a) Subject to the Purchaser’s compliance by the Purchaser and/or the Parent with this Section 2.4, promptly after the execution of this Agreement2.4(d), the Company shall promptly prepare and complete complete, in consultation with the Purchaser, the Company Circular together with any other documents required by the NSCA, Applicable Securities Laws and other applicable Laws Law in connection with the Company Meeting and the ArrangementArrangement or that may be necessary in connection with obtaining the Required Shareholder Approval, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and such other documentation required in connection with the Company Meeting documents to be filed and to be sent to each Shareholder, each holder of Options, Warrants Company Participating Shareholder and SARs, the directors of the Company, the auditors of the Company and any other persons Person as required by the Interim Order and applicable LawsLaw, in each case using reasonable best efforts so as to permit the Company Meeting to be held within the time required in accordance with Section 2.3(b) (as may be extended by Section 2.3(1such provision).
(2b) The On the date of mailing thereof, the Company shall ensure that the Company Circular complies in all material respects with all applicable LawsLaw and the Interim Order, and, without does not contain any Misrepresentation (except that the Company shall not be responsible for any information included in the Company Circular relating to the Purchaser and its affiliates that was furnished or approved by the Purchaser for inclusion in the Company Circular pursuant to Section 2.4(d)) and provides the Company Participating Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, that the Company Circular shall not contain any untrue statement of include:
(i) a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light copy of the circumstances Interim Order;
(ii) a copy of each of the Fairness Opinions;
(iii) a summary of the Controlling Shareholder Voting Support Agreement;
(iv) unless the Company Board has made a Change in which they are made Recommendation in accordance with Section 5.4, a statement to the effect that the Special Committee has received the Fairness Opinions and has, after receiving legal and financial advice, unanimously determined that the Arrangement is fair and reasonable to the Company Participating Shareholders (other than with respect to any information furnished by the Parent, the Purchaser or their affiliates▇▇▇▇ Family Shareholders) and shall provide in the Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at best interests of the Company Meeting. The Company Circular shall include and recommended to the Company Board that the Company Board (A) approve this Agreement and the Arrangement, and (B) recommend that the Company Participating Shareholders (other than the ▇▇▇▇ Family Shareholders) vote in favour of the Arrangement Resolution;
(v) unless the Company Board has made a Change in Recommendation in accordance with Section 5.4, a statement to the effect that the Company Board has received the Fairness Opinions and has, after receiving legal and financial advice and the recommendation of the Special Committee, unanimously determined that the Arrangement is fair and reasonable to the Company Participating Shareholders (other than the ▇▇▇▇ Family Shareholders) and in the best interests of the Company and recommends that Company Participating Shareholders (other than the ▇▇▇▇ Family Shareholders) vote in favour of the Arrangement Resolution (the “Company Board Recommendation”); and
(vi) a statement to the effect that, to the extent accurate as of such time, each director and member of Senior Management has agreed to vote all of such Person’s Company Participating Shares in favour of the Arrangement, subject to the terms and conditions of the D&O Support and Voting Agreements.
(3c) The Company shall give the Purchaser and its legal counsel shall be given Representatives a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related theretodocuments, and shall give reasonable consideration shall be given to any comments made by the Purchaser them, and its counsel, provided agrees that all information relating solely to the Purchaser, the Parent Purchaser or their any of its affiliates included in the Company Circular shall must be in a form and content satisfactory to the Purchaser, acting reasonably.
(4d) The Purchaser and the Parent shall furnish to provide the Company with, on a timely basis, all such necessary information concerning regarding the Purchaser, the Parent and their respective its affiliates and the Arrangement Consideration Shares (including any financing sources, pro forma financial statements and other information relating to the Purchaser following completion of the transactions contemplated hereby) as applicable, as may be reasonably required by the Company in the preparation of the Company Circular and other documents related thereto, and the Purchaser and the Parent shall ensure that no such information shall contain any untrue statement of a material fact or omit to state a material fact required to be stated applicable Laws for inclusion in the Company Circular or in order any amendments or supplements to make such Company Circular. The Purchaser shall ensure that such information does not contain any information so furnished not misleading in light of the circumstances in which it is disclosedMisrepresentation.
(5e) The Company shall promptly advise the Purchaser and of any communication received by the Parent shall jointly and severally indemnify and save harmless Company from the Company’s Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s Representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(i) any misrepresentation or alleged misrepresentation in any information related to the PurchaserTSX, the Parent or their affiliates included in the Company Circular that is provided by the PurchaserTSXV, the Parent or their affiliates in writing for NYSE, the purpose of inclusion in Canadian Securities Authorities, the Company Circular; and
(ii) any order made, SEC or any inquiry, investigation or proceeding by any other Governmental Entity (including any Securities Authority), to the extent based on any misrepresentation or any alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates and provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in connection with the Company Circular.
(6f) The Company, the Purchaser and the Parent Each Party shall promptly notify each the other Party if at any time before the Effective Date it becomes aware that the Company Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are madeMisrepresentation, or that otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shallshall promptly mail, subject file or otherwise publicly disseminate any such amendment or supplement to compliance by the Purchaser and/or the Parent with this Section 2.4, Company Participating Shareholders and, if required by the Court or applicable Lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Canadian Securities Authorities and Authorities, the SEC or any other Governmental Entity as otherwise required.
Appears in 1 contract
The Company Circular. (1) Subject to compliance by The Company shall promptly prepare and complete, in consultation with the Purchaser and/or the Parent with this Section 2.4and its legal counsel, promptly after the execution of this Agreement, the Company shall prepare and complete the Company Circular together with any other documents required by Law and the NSCA, Applicable Securities Laws and other applicable Laws Interim Order in connection with the Company Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and such other documentation required in connection with the Company Meeting documents to be filed and to be sent to each Shareholder, each holder of Options, Warrants Company Securityholder and SARs, the directors of the Company, the auditors of the Company and any other persons Person as required by the Interim Order and applicable LawsLaw, in each case so as to permit the Company Meeting to be held within by the time required by date specified in Section 2.3(12.3(a).
(2) The Company shall ensure that the Company Circular complies in all material respects with all applicable LawsLaw and the Interim Order, and, without does not contain any Misrepresentation (other than with respect to information provided by or on behalf of the Purchaser in accordance with Section 2.4(4)) and provides the Company Securityholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include: (i) a copy of the Fairness Opinions; (ii) a statement that the Board has received the Fairness Opinions, and has determined, after receiving legal and financial advice: (A) that the Arrangement is fair to the Company Securityholders; (B) the Arrangement and the entering into of this Agreement is in the best interests of the Company; and (C) that the Board recommends that the Company Circular shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading Securityholders vote in light favour of the circumstances in Arrangement Resolution (collectively, the “Board Recommendation”), and (iii) a statement that each of the Supporting Shareholders have entered into Voting and Support Agreements pursuant to which they are made (other than with respect intend to any information furnished by vote all of their Common Shares in favour of the Parent, the Purchaser or their affiliates) 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 Company Meeting. The Company Circular shall include the Company RecommendationArrangement Resolution.
(3) The Company shall provide the Purchaser and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related theretodocuments, and shall give reasonable consideration shall be given to any comments made by the Purchaser and its counsel, provided and agrees that all information relating solely to the Purchaser, the Parent or their Purchaser and its affiliates included for inclusion in the Company Circular shall 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 Company shall provide the Purchaser with a final copy of the Company Circular prior to its mailing to the Company Securityholders.
(4) The Purchaser shall as soon as reasonably practicable after the date hereof, provide the Company with all information regarding the Purchaser, its Subsidiaries and the Parent shall furnish to Purchaser Shares, including any applicable pro forma financial statements, as required by Law for inclusion in the Company all Circular or in any amendments or supplements to such Company Circular. The Purchaser shall ensure that such information does not include any Misrepresentation concerning the Purchaser, the Parent and their respective its affiliates and any financing sources, as applicable, as may be reasonably required by the Company in the preparation of the Company Circular and other documents related thereto, and the Purchaser and the Parent shall ensure that no such information shall contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company Circular in order to make any information so furnished not misleading in light of the circumstances in which it is disclosedShares.
(5) The Purchaser and the Parent shall jointly and severally indemnify and save harmless the Company’s Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s Representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(i) any misrepresentation or alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates included in the Company Circular that is provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular; and
(ii) any order made, or any inquiry, investigation or proceeding by any Governmental Entity (including any Securities Authority), to the extent based on any misrepresentation or any alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates and provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular.
(6) The Company, the Purchaser and the Parent Each Party shall promptly notify each the other Party if at any time before the Effective Date it becomes aware that the Company Circular contains an untrue statement of a material fact or omits Misrepresentation with respect to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are madeits information, or that otherwise requires an amendment or supplement. The Parties shall, in a manner consistent with this Section 2.4, co-operate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shall, subject in a manner provided in the Interim Order or as required by Law, promptly mail, file or otherwise publicly disseminate any such amendment or supplement to compliance by the Purchaser and/or the Parent with this Section 2.4, Company Securityholders and, if required by the Court or applicable Lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Securities Authorities and or any other Governmental Entity as otherwise required.
Appears in 1 contract
Sources: Arrangement Agreement
The Company Circular. (1) Subject to compliance by the Purchaser and/or the Parent with this Section 2.4The Company will, promptly after the execution of this Agreement, the Company shall prepare and complete the Company Circular together with any other documents required by the NSCA, Applicable Securities Laws and other applicable Laws in connection with the Company Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and other documentation required in connection with the Company Meeting to be filed and to be sent to each Shareholder, each holder of Options, Warrants and SARs, the directors of the Company, the auditors of the Company and any other persons as required by the Interim Order and applicable Laws, in each case so as to permit the Company Meeting to be held within as promptly as practicable after the time date hereof: (i) subject to the Purchaser’s and the Parent’s compliance with Section 2.4(4), promptly prepare and complete, in consultation with the Purchaser and the Parent, the Company Circular, together with any other documents required by Section 2.3(1)Law in connection with the Company Meeting and the Arrangement; (ii) cause the Company Circular and such other documents to be filed with the Securities Authorities and disseminated to each Company Securityholder and other Person as required by the Interim Order and Law; (iii) to the extent required by Law, as promptly as practicable prepare, file with the Securities Authorities and disseminate to the Company Securityholders and other Persons as required by the Interim Order and Law any supplement or amendment to the Company Circular (after the Purchaser and the Parent have had a reasonable opportunity to review and comment thereon) if any event will occur which requires such action at any time prior to the Company Meeting; and (iv) otherwise use its reasonable commercial efforts to comply with all requirements of Law applicable to the Company Meeting and the Arrangement.
(2) The Company shall will ensure that the Company Circular complies in all material respects with all applicable Lawsthe Interim Order and Law, and, without limiting the generality of the foregoing, that the Company Circular shall does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made Misrepresentation (other than with respect to any information relating to and furnished by the Parent, the Purchaser or their affiliatesthe Parent for inclusion in the Company Circular) and shall provide provides the Common Shareholders with sufficient information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Company Meeting. The Without limiting the generality of the foregoing, but subject to Section 5.3, the Company Circular shall include must include: (i) a copy of each Fairness Opinion; (ii) a statement that the Board has received the Fairness Opinions and has unanimously, after receiving legal and financial advice, determined that the Arrangement is in the best interests of the Company and recommends that Common Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”); and (iii) a statement that the signatories to the Directors’ and Officers’ Support Agreements have agreed to support the Transactions pursuant to the terms thereof.
(3) The Purchaser Company will allow the Purchaser, the Parent and its their legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related theretodocuments, and will give reasonable consideration shall be given to any comments made by the Purchaser Purchaser, the Parent and its their legal counsel, provided and agrees that all information relating solely primarily to the Purchaser, Purchaser or the Parent or their affiliates included in the Company Circular shall must be in form and content satisfactory to the PurchaserPurchaser and the Parent, acting reasonably.
(4) The Purchaser Parent and the Parent shall furnish Purchaser will provide to the Company in writing all such necessary information concerning the Purchaser, the Parent and their respective affiliates and any financing sources, as applicable, as may the Purchaser that is required by Law to be reasonably required included by the Company in the preparation of the Company Circular and or other documents related theretodocuments, and the Purchaser and the Parent shall will ensure that no such information shall does not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company Circular in order to make any information so furnished not misleading in light of the circumstances in which it is disclosedMisrepresentation.
(5) The Purchaser and the Parent shall jointly and severally indemnify and save harmless the Company’s Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s Representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(i) any misrepresentation or alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates included in the Company Circular that is provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular; and
(ii) any order made, or any inquiry, investigation or proceeding by any Governmental Entity (including any Securities Authority), to the extent based on any misrepresentation or any alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates and provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular.
(6) The Company, the Purchaser and the Parent shall will promptly notify each other if at any time before the Effective Date it of them becomes aware that the Company Circular contains an untrue statement of a material fact Misrepresentation or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement. The Parties will cooperate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, appropriate and the Company shallwill promptly mail, subject file or otherwise publicly disseminate any such amendment or supplement to compliance by those Persons to whom the Purchaser and/or the Parent with this Company Circular was sent pursuant to Section 2.4, 2.4(1) and, if required by the Court or applicable Lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Securities Authorities and or any other Governmental Entity as otherwise required.
Appears in 1 contract
The Company Circular. (1) Subject to the Purchaser’s compliance by with Section 2.4(4), the Company shall: (i) as promptly as reasonably practicable prepare and complete, in consultation with the Purchaser and/or the Parent with as contemplated by this Section 2.4, promptly after the execution of this Agreement, the Company shall prepare and complete the Company Circular together with any other documents required by the NSCA, Applicable Securities Laws and other applicable Laws Law in connection with the Company Meeting and the Arrangement, ; and the Company shall, (ii) as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and such other documentation required in connection with the Company Meeting documents to be filed with or furnished to the Securities Authorities and to be sent the TSX as required by Law and disseminated to each Shareholder, each holder of Options, Warrants Company Shareholder and SARs, the directors of the Company, the auditors of the Company and any other persons Persons as required by the Interim Order and applicable LawsLaw, in each case so as to permit the Company Meeting to be held within the time required by in accordance with Section 2.3(1)2.3.
(2) The Company shall ensure that the Company Circular complies in all material respects with all applicable Lawsthe Interim Order and Law, and, without does not contain any Misrepresentation (provided that the Company shall not be responsible for the accuracy of any Purchaser Information pursuant to Section 2.4(4)) and provides the Company Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include: (i) a copy of the Valuation and Fairness Opinion; (ii) a statement that the Company Circular shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make Board has received the statements contained therein not misleading Valuation and Fairness Opinion and has unanimously, after receiving legal and financial advice, determined that the Arrangement is in light the best interests of the circumstances in which they are made Company and is fair to the Company Shareholders (other than with respect to any information furnished by the Parent, the Purchaser or their and its affiliates) and shall provide unanimously recommends that Company Shareholders vote in favour of the Shareholders with information in sufficient detail to permit them to form Arrangement Resolution (the “Company Board Recommendation”), and (iii) a reasoned judgment concerning the matters to be placed before them at statement that each executive officer who owns Company Shares and each director of the Company Meeting. The who owns Company Circular shall include Shares intends to vote all of such Person’s Company Shares in favour of the Company RecommendationArrangement Resolution, subject to the other terms of this Agreement and the corresponding Support Agreements; and (iv) a statement that the Supporting Shareholders have each entered into their respective Support Agreements.
(3) The Company shall give the Purchaser and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related theretodocuments, and shall give reasonable consideration shall be given to any comments made by the Purchaser and its legal counsel, provided and agrees that all information relating solely to the Purchaser, the Parent or their affiliates Purchaser Information included in the Company Circular shall must be in a form and content satisfactory to the Purchaser, acting reasonably.
(4) The Purchaser and the Parent shall furnish provide to the Company all such information concerning regarding the Purchaser, the Parent and their respective affiliates and any financing sources, as applicable, as may be reasonably Purchaser required by the Company in the preparation of the Company Circular and other documents related thereto, and the Purchaser and the Parent shall ensure that no such information shall contain any untrue statement of a material fact Interim Order or omit to state a material fact required to be stated Law for inclusion in the Company Circular or in order any amendments or supplements to make such Company Circular (collectively, the “Purchaser Information”). The Purchaser shall ensure that the Purchaser Information does not include any information so furnished not misleading in light of the circumstances in which it is disclosedMisrepresentation.
(5) The Purchaser and the Parent shall jointly and severally indemnify and save harmless the Company’s Company and the Company Subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses damages, expenses, interest awards, or penalties to which the Company’s Company or any of its Representatives may be subject or which the Company or any of its Representatives may suffer, in any way caused bysuffer as a result of, or arisingarising from, directly or indirectly, from or in consequence of:
(i) any misrepresentation Misrepresentation or alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates included Misrepresentation contained in the Company Circular Purchaser Information that is provided was furnished by the Purchaser, the Parent or their affiliates in writing Purchaser and its Representatives for the purpose of inclusion in the Company Circular; and
(ii) , including any order made, or any inquiry, investigation or proceeding Action instituted by any Securities Authority or other Governmental Entity (including any Securities Authority), to the extent based on any misrepresentation such a Misrepresentation or any alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates and provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion Misrepresentation in the Company CircularPurchaser Information.
(6) The Company, the Purchaser and the Parent Each Party shall promptly notify each the other Party if at any time before the Effective Date it becomes aware that the Company Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are madeMisrepresentation, or that otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shallshall promptly mail, subject file or otherwise publicly disseminate any such amendment or supplement to compliance by the Purchaser and/or the Parent with this Section 2.4, Company Shareholders and, if required by the Court or applicable Lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Securities Authorities and as otherwise requiredor any other Governmental Entity.
Appears in 1 contract
Sources: Arrangement Agreement (SNDL Inc.)
The Company Circular.
(1a) Subject to the Purchaser’s compliance by the Purchaser and/or the Parent with this Section 2.4, promptly after the execution of this Agreement2.4(d), the Company shall promptly prepare and complete the Company Circular together with any other documents required by the NSCA, Applicable Securities Laws and other applicable Laws Law in connection with the Company Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and such other documentation required in connection with the Company Meeting documents to be filed and to be sent to each Shareholder, each holder of Options, Warrants Company Shareholder and SARs, the directors of the Company, the auditors of the Company and any other persons Person as required by the Interim Order and applicable LawsLaw, in each case using all reasonable commercial efforts so as to permit the Company Meeting to be held within the time required by as soon as reasonably practicable as specified in Section 2.3(12.3(a).
(2b) The On the date of mailing thereof, the Company shall ensure that the Company Circular complies in all material respects with all applicable LawsLaw and the Interim Order, and, without does not contain any Misrepresentation (except that the Company shall not be responsible for any information included in the Company Circular related to the Purchaser and its Affiliates that was furnished by the Purchaser for inclusion in the Company Circular pursuant to Section 2.4(d)) and provides the Company Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, that the Company Circular shall not contain any untrue include: (i) a copy the Fairness Opinion, (ii) subject to Article 5, a statement that the Board has received the Fairness Opinion and has unanimously, after receiving legal and financial advice, determined that the Arrangement is fair, from a financial point of a material fact or omit view, to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made Company Shareholders (other than with respect to any information furnished by the Parent, the Purchaser or their affiliatesPurchaser) and shall provide that the Shareholders with information Arrangement is in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at best interests of the Company Meeting. The Company Circular shall include and recommends that the Company Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), (iii) a statement that the directors and senior officers of the Company who are holders of Common Shares have agreed to vote their Common Shares in favour of the Arrangement Resolution pursuant to the Support and Voting Agreements; and (iv) all statements that , in the reasonable judgement of the Parties and their legal counsel, are required to allow the Parties to rely on the exemption in Section 3(a)(10) of the U.S. Securities Act.
(3c) The Company shall give the Purchaser and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related theretodocuments, and shall give reasonable consideration shall be given to any comments made by the Purchaser them, and its counsel, provided agrees that all information relating solely to the Purchaser, the Parent Purchaser or their affiliates any of its Affiliates included in the Company Circular shall must be in a form and content satisfactory to the Purchaser, acting reasonably.
(4d) The Purchaser and the Parent shall furnish to provide the Company with, on a timely basis, all such information concerning the Purchaser, the Parent and their respective affiliates and any financing sources, as applicable, as may be reasonably required by the Company in the preparation of the Company Circular and other documents related thereto, and regarding the Purchaser and the Parent shall ensure that no such information shall contain any untrue statement of a material fact or omit to state a material fact its Affiliates, as required to be stated by applicable Laws for inclusion in the Company Circular or in order any amendments or supplements to make the Company Circular. The Purchaser shall ensure that such information (including any information so furnished or documentation incorporated by reference therein) does not misleading in light of the circumstances in which it is disclosedcontain any Misrepresentation.
(5e) The Purchaser and the Parent shall jointly and severally indemnify and save harmless the Company’s Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s Representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(i) any misrepresentation or alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates included in the Company Circular that is provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular; and
(ii) any order made, or any inquiry, investigation or proceeding by any Governmental Entity (including any Securities Authority), to the extent based on any misrepresentation or any alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates and provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular.
(6) The Company, the Purchaser and the Parent Each Party shall promptly notify each the other Party if at any time before the Effective Date it becomes aware that the Company Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are madeMisrepresentation, or that otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shallshall promptly mail, subject file or otherwise publicly disseminate any such amendment or supplement to compliance by the Purchaser and/or the Parent with this Section 2.4, Company Shareholders and, if required by the Court or by applicable LawsLaw, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Securities Authorities and or any other Governmental Entity as otherwise required.
Appears in 1 contract
Sources: Arrangement Agreement
The Company Circular. (1) Subject to compliance by The Company shall promptly prepare and complete, in consultation with the Purchaser and/or the Parent with this Section 2.4and its legal counsel, promptly after the execution of this Agreement, the Company shall prepare and complete the Company Circular together with any other documents required by Law and the NSCA, Applicable Securities Laws and other applicable Laws Interim Order in connection with the Company Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and such other documentation required in connection with the Company Meeting documents to be filed and to be sent to each Shareholder, each holder of Options, Warrants Shareholder and SARs, the directors of the Company, the auditors of the Company and any other persons Persons as required by the Interim Order and applicable LawsLaw, in each case so as to permit the Company Meeting to be held within by the time required by date specified in Section 2.3(12.3(a).
(2) The Company shall ensure that the Company Circular complies in all material respects with all applicable LawsLaw and the Interim Order, anddoes 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 Company Circular pursuant to Section 2.4(4)) and provides the Shareholders with sufficient information including, without for greater certainty, such disclosure required to be included in the Company Circular as is set forth in Section 2.4 of the Company Disclosure Letter, to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, that the Company Circular shall not contain any untrue statement of must include: (i) a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light copy of the circumstances Fairness Opinion; (ii) a statement that the Board has received the Fairness Opinion and has unanimously determined, after receiving legal and financial advice, that (a) the Arrangement is fair to the Shareholders, (b) the Arrangement and the entering into of this Agreement is in the best interests of the Company and (c) the Board unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution (the "Board Recommendation"); and (iii) a statement that each of the Supporting Shareholders have entered into Voting and Support Agreements pursuant to which they are made (other than with respect intend to any information furnished by vote all of their Shares in favour of the Parent, the Purchaser or their affiliates) 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 Company Meeting. The Company Circular shall include the Company RecommendationArrangement Resolution.
(3) The Company shall give the Purchaser and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related theretodocuments, and shall give reasonable consideration shall be given to any comments made by the Purchaser and its legal counsel, provided and agrees that all information relating solely to the Purchaser, the Parent or their Purchaser and its affiliates included for inclusion in the Company Circular shall and any information describing the terms of the Arrangement, the Plan of Arrangement and this Agreement must be in a form and content satisfactory to the Purchaser, Purchaser acting reasonably. The Company shall provide the Purchaser with a final copy of the Company Circular prior to its filing and its mailing to the Shareholders and other Persons.
(4) The Purchaser and the Parent shall furnish provide to the Company in writing, on a timely basis, all such necessary information concerning the Purchaser, the Parent Purchaser and their respective its affiliates and any financing sources, as applicable, as may that is required by Law to be reasonably required included by the Company in the preparation of the Company Circular and other documents related theretowhich is requested in writing by the Company, and the Purchaser and the Parent shall ensure that no such information shall does not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company Circular in order to make any information so furnished not misleading in light of the circumstances in which it is disclosedMisrepresentation.
(5) The Purchaser and the Parent shall jointly and severally indemnify and save harmless the Company’s Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s Representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(i) any misrepresentation or alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates included in the Company Circular that is provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular; and
(ii) any order made, or any inquiry, investigation or proceeding by any Governmental Entity (including any Securities Authority), to the extent based on any misrepresentation or any alleged misrepresentation in any information related to the Purchaser, the Parent or their affiliates and provided by the Purchaser, the Parent or their affiliates in writing for the purpose of inclusion in the Company Circular.
(6) The Company, the Purchaser and the Parent Each Party shall promptly notify each the other Party if at any time before the Effective Date it becomes aware that the Company Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are madeMisrepresentation, or that otherwise requires an amendment or supplement. The Parties shall, in a manner consistent with this Section 2.4, cooperate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shallshall promptly mail, subject file or otherwise publicly disseminate any such amendment or supplement to compliance by the Purchaser and/or the Parent with this Section 2.4, Shareholders and, if required by the Court or applicable Lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file the same with the Securities Authorities or any other Governmental Entity.
(6) The Company shall promptly notify the Purchaser upon the receipt of any correspondence with respect to the Company Circular, the Company Meeting or the Arrangement, whether written or oral, from any Securities Authority or the staff of a Securities Authority or any request from any Securities Authority or the staff of a Securities Authority for information related to the Company Circular, the Company Meeting or the Arrangement or amendments or supplements to the Company Circular, and shall promptly provide the Purchaser with copies of all correspondence between the Company and its Representatives, on the one hand, and any Securities Authority or the staff of a Securities Authority, on the other hand. The Company shall respond as otherwise requiredpromptly as reasonably practicable to any correspondence with respect to the Company Circular, the Company Meeting or the Arrangement from any Securities Authority or the staff of a Securities Authority, and shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on any such response prior to submitting it to any Securities Authority or the staff of a Securities Authority, and shall give reasonable consideration to any comments made thereon by the Purchaser and its legal counsel.
Appears in 1 contract
The Company Circular. (1) Subject The Company shall (i) subject to the Purchaser’s compliance by the Purchaser and/or the Parent with this Section 2.42.4(7), promptly after prepare and complete, in consultation with the execution of this AgreementPurchaser, the Company shall prepare and complete the Company Circular Circular, together with any other documents required by the NSCA, Applicable Securities Laws and other applicable Laws Law in connection with the Company Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, Meeting; (ii) cause the Company Circular and such other documentation required in connection with the Company Meeting documents to be filed or furnished with the Securities Authorities as required by Law, and to be sent disseminated to each Shareholder, each holder of Options, Warrants Company Voting Securityholder and SARs, the directors of the Company, the auditors of the Company and any other persons Person as required by the Interim Order and applicable LawsLaw, in each case so as to permit the Company Meeting to be held within by the time date specified in Section 2.3(a); (iii) to the extent required by Section 2.3(1)Law, as promptly as practicable prepare, file or furnish with the Securities Authorities and any applicable securities exchange, and disseminate to the Company Voting Securityholders and other Persons as required by the Interim Order and Law any supplement or amendment to the Company Circular (after the Purchaser has had a reasonable opportunity to review and comment thereon) if any event occurs which requires such action at any time prior to the Company Meeting; and (iv) otherwise use its commercially reasonable efforts to comply with all requirements of Law applicable to the Company Meeting.
(2) If the Company provides a notice to the Purchaser regarding a possible Acquisition Proposal pursuant to Section 5.2(1) prior to the mailing of the Company Circular, then unless the Parties agree otherwise, the date for mailing of the Company Circular will be extended until the date that is seven days following the earlier of either (i) written notification from the Company to the Purchaser that the Company Board has determined that the Acquisition Proposal is not a Superior Proposal, or (ii) the date of which the Company and the Purchaser enter into an amended agreement pursuant to Section 5.4(2) which results in the Acquisition Proposal in question not being a Superior Proposal. In the event that the date for mailing of the Company Circular is so extended, the date for the Company Meeting and the Outside Date shall be extended by the same number of days as the date for mailing of the Company Circular has been extended.
(3) The Company shall ensure that the Company Circular complies in all material respects with all applicable LawsLaw and the Interim Order, andand does not contain, without at the time of mailing, any Misrepresentation (other than in respect to any written information with respect to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Company Circular) and provides the Company Voting Securityholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include: (i) a statement that the Company Circular shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make Board has received the statements contained therein not misleading in light recommendation of the circumstances in which they are made Company Special Committee, and the Company Board has unanimously (other than the directors who have abstained from voting in accordance with respect to any information furnished by the ParentBCBCA, if applicable) determined, after receiving legal and financial advice; (A) that the Arrangement and the entering into of this Agreement is in the best interests of the Company; and (B) that the Company Board unanimously recommends that the Company Voting Securityholders vote in favour of the Arrangement Resolution (collectively, the Purchaser or their affiliates“Company Board Recommendation”), and (ii) 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 Company Meeting. The Company Circular shall include the Company Recommendation.
(3) The Purchaser and its legal counsel shall be given a reasonable opportunity to review and comment on drafts statement that each of the Company Circular and other documents related theretoSupporting Securityholders have entered into Company Voting Support Agreements pursuant to which they intend to vote all of their Company Shares, Company Options, and reasonable consideration shall be given to any comments made by Company Warrants, as applicable, in favour of the Purchaser and its counselArrangement Resolution, provided that all information relating solely subject to the Purchaser, the Parent or their affiliates included in terms of the Company Circular shall be in form and content satisfactory to the Purchaser, acting reasonablyVoting Support Agreement.
(4) The Purchaser and the Parent Company shall furnish to the Company all such information concerning the Purchaser, the Parent and their respective affiliates and any financing sources, as applicable, as may be reasonably required by the Company in the preparation of the Company Circular and other documents related thereto, and the Purchaser and the Parent shall ensure that no such information shall contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company Circular in order to make any information so furnished not misleading in light of the circumstances in which it is disclosed.
(5) The Purchaser and the Parent shall jointly and severally indemnify and save harmless the Company’s Purchaser and each of its Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company’s Representatives they may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(ia) any misrepresentation Misrepresentation or alleged misrepresentation Misrepresentation in any information related included in the Company Circular, other than the information relating to the Purchaser, its affiliates or the Parent or their affiliates included in Consideration Shares furnished to the Company Circular that is provided in writing by the Purchaser, the Parent or their affiliates in writing Purchaser for the purpose of inclusion in the Company Circular; and
(iib) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity (including any Securities Authority)Entity, to the extent based on any misrepresentation Misrepresentation or any alleged misrepresentation Misrepresentation in any the Company Circular other than the information related relating to the Purchaser, its affiliates or the Parent or their affiliates and provided Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular.
(5) The Company shall not be responsible for any information in the Company Circular relating to the Purchaser, its affiliates or the Parent or their affiliates Consideration Shares furnished to the Company in writing by the Purchaser for the purpose of inclusion in the Company Circular.
(6) The CompanyCompany shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its counsel, and agrees that all information relating solely to the Purchaser, its affiliates and the Consideration Shares included in the Company 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 Company Circular prior to its mailing to the Company Voting Securityholders.
(7) The Purchaser shall, in the form required by applicable Law, as soon as reasonably practicable after the date hereof, and in any event within 15 days of the date hereof, provide the Company with all information regarding the Purchaser, its affiliates and the Consideration Shares as required by Law (and in particular, Securities Law) for inclusion in the Company Circular or in any amendments or supplements to such Company Circular. The Purchaser and not the Company shall be responsible for such information and shall ensure that such information complies in all material respects with applicable Laws and does not include any Misrepresentation concerning the Purchaser, its affiliates and the Consideration Shares.
(8) If requested in writing by the Company prior to publication and/or posting of the Company Circular, the Purchaser shall provide a written undertaking to Company that any information relating to the Purchaser and its affiliates (including the Purchaser Shares) contained in the Company Circular does not contain any Misrepresentation.
(9) The Purchaser shall indemnify and save harmless the Company and each of its Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which they 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 Company Circular relating to the Purchaser, its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular pursuant to Section 2.4(7); and
(b) any order made, 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 any information included in the Company Circular relating to the Purchaser, its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular pursuant to Section 2.4(7).
(10) The Purchaser shall not be responsible for any information in the Company Circular relating to the Company.
(11) The Purchaser and the Parent Company shall also use their commercially reasonable efforts to obtain any necessary consents from any of their respective auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Company Circular and to the identification in the Company Circular of each such advisor.
(12) Each Party shall promptly notify each the other Party if at any time before the Effective Date it becomes aware (in the case of the Company only with respect to the Company, and in the case of the Purchaser only with respect to the Purchaser and the Consideration Shares) that the Company Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are madeMisrepresentation, or that otherwise requires an amendment or supplement. The Parties shall, in a manner consistent with this Section 2.4, co-operate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shall, subject in a manner provided in the Interim Order or as required by Law, promptly mail, file or otherwise publicly disseminate any such amendment or supplement to compliance by the Purchaser and/or the Parent with this Section 2.4, Company Circular to Company Voting Securityholders and, if required by the Court or by applicable LawsLaw, promptly mail file or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and file furnish the same with the Securities Authorities and or any other Governmental Entity as otherwise required.
Appears in 1 contract
Sources: Arrangement Agreement