Common use of The Company Circular Clause in Contracts

The Company Circular. (1) The Company shall prepare and, subject to the Purchaser complying with its obligations pursuant to Section 2.4(4), complete, in consultation with the Purchaser, the Company Circular together with any other documents required by Law in connection with the Company Meeting and the Arrangement, and the Company shall, promptly, and in any event no later than December 28, 2020, cause the Company Circular and such other documents to be sent to each Company Shareholder and other Person as required by the Interim Order and Law (the date on which the Company Circular is so sent, the "Company Circular Mailing Date"), in each case so as to permit the Company Meeting to be held by the date specified in the Interim Order. (2) The Company shall ensure that the Company Circular complies in all material respects with Law, 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 statement that the Company Board 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 Shareholders vote in favour of the Arrangement Resolution (the "Company Board Recommendation"), (ii) a statement that each director and senior officer of the Company and certain Company Shareholders intends 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, and that each has entered into a Company Voting Support Agreement, and (iii) all statements that, in the reasonable judgment 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. (3) 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 included in the Company Circular must be in a form and content satisfactory to the Purchaser, acting reasonably. (4) The Purchaser shall provide all necessary information concerning the Purchaser that is required by Law to be included by the Company in the Company Circular or other related documents to the Company in writing, and shall ensure that such information (including any information or documentation incorporated by reference therein) does not contain any Misrepresentation. (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 co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Company Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as required.

The Company Circular. (1) The Company shall prepare and, subject to the Purchaser complying with its obligations pursuant to Section 2.4(4), and complete, in consultation with the Purchaser, the Company Circular together with any other documents required by Law in connection with the Company Meeting and the Arrangement, and the Company shall, promptly, and in any event no later than December 28May 31, 20202019, cause the Company Circular and such other documents to be filed and sent to each Company Shareholder and other Person as required by the Interim Order and Law (the date on which the Company Circular is so sent, the "Company Circular Mailing Date")Law, in each case so as to permit the Company Meeting to be held by the date specified in the Interim Order. (2) The Company shall ensure that the Company Circular complies in all material respects with LawLaw and all TSX Rules and other applicable stock exchange rules and requests, 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 Special Committee and the Company Board has received the Fairness Opinion, and has unanimously, after receiving legal and financial adviceadvice and the unanimous recommendation of the Special Committee, 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"”), (iiiii) a statement that each director and senior officer of the Company and certain Company Shareholders intends to vote all of such individual's ’s Company Shares Securities in favour of the Arrangement Resolution and against any resolution submitted by any Company Shareholder Securityholder that is inconsistent with the Arrangement, and that each has entered into a Company Voting Support Agreement, and (iiiiv) all statements that, in the reasonable judgment 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. (3) 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 included in the Company Circular must be in a form and content satisfactory to the Purchaser, acting reasonably. (4) The Purchaser shall provide all necessary information concerning the Purchaser that is required by Law to be included by the Company in the Company Circular or other related documents to the Company in writing, and shall ensure that such information (including any information or documentation incorporated by reference therein) does not contain any Misrepresentation. (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 co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Company Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as required.