Circular. (a) The Company shall, as promptly as reasonably practicable following the execution of this Agreement, prepare and complete, in consultation with the Purchaser, the Circular together with any other documents required by Law in connection with the Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after the expiry of the SEC Clearance Period and subject to the receipt of the Interim Order, cause the Circular and such other documents to be filed with any Securities Authority and in all jurisdictions where the Circular is required to be filed and in the form and containing the information required under applicable Laws, including all applicable corporate legislation and Securities Laws and requirements, as to permit the Meeting to be held as soon as reasonably practicable. (b) As promptly as reasonably practicable after the expiry or termination of the SEC Clearance Period, the Company shall mail to each Shareholder and such other third parties as may be required pursuant to the Interim Order and applicable Laws, the Circular and all other proxy materials for the Meeting, and if necessary in order to comply with applicable Securities Laws, after the Circular shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies. The Company shall cause the Circular to be mailed in all jurisdictions where the same is required to be mailed. (c) The Company shall ensure that the Circular complies in material respects with the Interim Order and Law, 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 Circular) and provides the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Meeting. (d) Without limiting the generality of Section 2.4(a), the Circular must include: (i) a summary and a copy of the Fairness Opinion, (ii) a statement that the Transaction Committee has received the Fairness Opinion and has, after receiving advice from its financial advisers and outside legal counsel, unanimously recommended that the Board approve the Arrangement, (iii) a statement that the Board has received the Fairness Opinion and has, after receiving advice from its financial advisers and outside legal counsel and the unanimous recommendation of the Transaction Committee, unanimously determined that the Arrangement Resolution is in the best interests of the Company and is fair to the Shareholders and that the Board unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), and (iv) a statement that each director and officer of the Company has entered into a Voting and Support Agreement pursuant to which such director or officer has agreed to vote all of his or her securities in favour of the Arrangement Resolution. (e) The Company shall give the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its outside legal counsel, and agrees that all information relating to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular or other related documents must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of the Circular prior to its mailing to the Shareholders. (f) The Purchaser shall provide, in a reasonably timely and expeditious manner, in writing to the Company, the Purchaser Information, as applicable, that is required by the Interim Order or Law to be included by the Company in the Circular or other related documents. The Purchaser shall ensure that the Purchaser Information (i) complies in material respects with the Interim Order and Law and (ii) does not contain any Misrepresentation. (g) The Company shall not be responsible for any information in the Circular relating solely to the Purchaser and its affiliates, nor shall it be responsible or liable for any Misrepresentation or alleged Misrepresentation in any information included in the Circular solely in respect of the information furnished to the Company in writing by the Purchaser or its legal counsel for inclusion in the Circular. (h) Each Party shall promptly notify the other Party if it becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplement (including with respect to the Meeting). 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 in and to all jurisdictions where such amendments or supplements are required to be mailed, complying in all material respects with all applicable Laws on the date of the mailing thereof and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as required. (i) The Company shall promptly notify the Purchaser upon the receipt of any correspondence with respect to the Circular or the Arrangement, whether written or oral, from any Securities Authority or the staff of a Securities Authority with respect to the Circular or the Arrangement or any request from any Securities Authority or the staff of a Securities Authority for information related to the Circular or the Arrangement or amendments or supplements to the Circular, and shall promptly provide the Purchaser with copies of all written 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 commercially reasonable efforts to respond reasonably promptly to any correspondence with respect to the Circular or the Arrangement from any Securities Authority or the staff of a Securities Authority with respect to the Circular or the Arrangement, and the Company shall give reasonable consideration to recommendations provided by the Purchaser and its legal counsel prior to submitting to the Securities Authority or the staff of the Securities Authority any response to any such correspondence. In connection with the filing of the Circular or the dissemination thereof to the Shareholders, or submitting to any Securities Authority or the staff of a Securities Authority any response to any correspondence of any Securities Authority or the staff of the Securities Authority with respect thereto, the Company shall provide the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on such document, responses and/or proposed disclosures and the Company shall give reasonable and due consideration to any reasonable comments of the Purchaser and/or its outside legal counsel prior to such filing, dissemination or submission.
Appears in 1 contract
Circular. (a) The Subject to the Purchaser complying with Section 2.5(e), the Company shallwill, in consultation with the Purchaser:
(i) as promptly soon as reasonably practicable following after the execution of this Agreement, promptly prepare and complete, in consultation with the Purchaser, the Circular together with any other documents required by Law the CBCA and other applicable Laws in connection with the Meeting and approval of the Arrangement, and Arrangement Resolution by the Company shall, Shareholders at the Company Meeting; and
(ii) as promptly soon as reasonably practicable after the expiry of the SEC Clearance Period and subject to the receipt issuance of the Interim Order, cause the Circular and such other documents to be filed with any Securities Authority and in all jurisdictions where the Circular is required sent to be filed and in the form and containing the information required under applicable Laws, including all applicable corporate legislation and Securities Laws and requirements, as to permit the Meeting to be held as soon as reasonably practicable.
(b) As promptly as reasonably practicable after the expiry or termination of the SEC Clearance Period, the Company shall mail to each Shareholder Shareholders in compliance with the abridged timing contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and such other third parties filed as may be required pursuant to by the Interim Order and applicable Laws, the Circular and all other proxy materials for the Meeting, and if necessary in order to comply with applicable Securities Laws, after the Circular shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies. The Company shall cause the Circular to be mailed in all jurisdictions where the same is required to be mailed.
(cb) The Company shall ensure that the Circular complies in all material respects with applicable Laws, and, without limiting the Interim Order and Lawgenerality of the foregoing, does that the Circular (including with respect to any information incorporated therein by reference) will not contain any Misrepresentation 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 written information with respect to furnished by the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the CircularPurchaser) and provides will provide the Company Shareholders with information in sufficient information detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Company Meeting.
(c) The Company shall use Commercially Reasonable Efforts to obtain any necessary consents from its auditor and any other advisors to the use of any financial, technical or other expert information required to be included in the Circular and to the identification in the Circular of each such advisor.
(d) Without limiting The Company and the generality of Section 2.4(a)Purchaser will cooperate in the preparation, the Circular must include: (i) a summary filing and a copy mailing of the Fairness Opinion, (ii) a statement that the Transaction Committee has received the Fairness Opinion and has, after receiving advice from its financial advisers and outside legal counsel, unanimously recommended that the Board approve the Arrangement, (iii) a statement that the Board has received the Fairness Opinion and has, after receiving advice from its financial advisers and outside Circular. The Company will provide legal counsel and the unanimous recommendation of the Transaction Committee, unanimously determined that the Arrangement Resolution is in the best interests of the Company and is fair to the Shareholders and that the Board unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), and (iv) a statement that each director and officer of the Company has entered into a Voting and Support Agreement pursuant to which such director or officer has agreed to vote all of his or her securities in favour of the Arrangement Resolution.
(e) The Company shall give the Purchaser and its outside legal counsel a reasonable with an opportunity to review and comment on all drafts of the Circular and other documents related documents, thereto prior to filing the Circular with applicable Governmental Authorities and shall printing and mailing the Circular to the Company Shareholders and will give reasonable consideration to any comments made such comments. All information relating solely to the Purchaser included in the Circular shall be provided by the Purchaser in accordance with Section 2.5(e) and its outside legal counsel, and agrees that all information relating to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular or other related documents must shall be in a form and content satisfactory to the Purchaser, acting reasonably. The , and the Circular will include: (i) a statement that the Company shall provide Board has unanimously determined that the Purchaser with Arrangement is fair to the Company Shareholders, and it is in the best interests of the Company; (ii) the unanimous recommendation of the Company Board that the Company Shareholders vote in favour of the Arrangement Resolution and the rationale for that recommendation; (iii) a final copy of the Circular prior Company Fairness Opinion; (iv) a statement that each of the Supporting Company Shareholders has signed a Support Agreement, pursuant to its mailing which, and subject to the Shareholdersterms thereof, they have agreed to, among other things, vote their Company Shares in favour of the Arrangement Resolution and (v) a statement that each of the Locked-Up Company Shareholders has signed a Lock-Up Agreement.
(e) The Purchaser will, in a timely manner, furnish the Company with all such information regarding the Purchaser as may reasonably be required to be included in the Circular pursuant to applicable Laws and any other documents related thereto.
(f) The Company shall keep the Purchaser shall provide, fully informed in a reasonably timely and expeditious manner, in writing to the Company, the Purchaser Information, as applicable, that is required manner of any requests or comments made by the Interim Order or Law to be included by Canadian securities regulatory authorities and/or the Company CSE in the Circular or other related documents. The Purchaser shall ensure that the Purchaser Information (i) complies in material respects connection with the Interim Order and Law and (ii) does not contain any MisrepresentationCircular.
(g) The Company shall not be responsible for any information in the Circular relating solely to and the Purchaser and its affiliates, nor shall it be responsible or liable for any Misrepresentation or alleged Misrepresentation in any information included in the Circular solely in respect of the information furnished to the Company in writing by the Purchaser or its legal counsel for inclusion in the Circular.
(h) Each Party shall will each promptly notify the other Party if at any time before the Effective Date it becomes aware that (in the Circular contains a Misrepresentation, or otherwise requires an amendment or supplement (including case of the Company only with respect to the Meeting). The Parties shall cooperate Company and 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 in and to all jurisdictions where such amendments or supplements are required to be mailed, complying in all material respects with all applicable Laws on the date case of the mailing thereof and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as required.
(i) The Company shall promptly notify the Purchaser upon the receipt of any correspondence only with respect to the Purchaser) that the Circular or any other document referred to in Section 2.5(e) contains any misrepresentation or otherwise requires any amendment or supplement and promptly deliver written notice to the Arrangementother Party setting out full particulars thereof. In any such event, whether written the Company and the Purchaser will cooperate with each other in the preparation, filing and dissemination of any required supplement or oral, from any Securities Authority or the staff of a Securities Authority with respect amendment to the Circular or such other document, as the Arrangement or any request from any Securities Authority or the staff of a Securities Authority for information related to the Circular or the Arrangement or amendments or supplements to the Circularcase may be, and shall promptly provide the Purchaser with copies of all written correspondence between the Company and its Representatives, on the one hand, and the Securities Authority any related news release or the staff of the Securities Authority, on the other hand. The Company shall use its commercially reasonable efforts to respond reasonably promptly to any correspondence with respect to the Circular document necessary or the Arrangement from any Securities Authority or the staff of a Securities Authority with respect to the Circular or the Arrangement, and the Company shall give reasonable consideration to recommendations provided by the Purchaser and its legal counsel prior to submitting to the Securities Authority or the staff of the Securities Authority any response to any such correspondence. In desirable in connection with the filing of the 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 any Securities Authority or the staff of the Securities Authority with respect thereto, the Company shall provide the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on such document, responses and/or proposed disclosures and the Company shall give reasonable and due consideration to any reasonable comments of the Purchaser and/or its outside legal counsel prior to such filing, dissemination or submissiontherewith.
Appears in 1 contract
Circular. (a) The Company shall, as promptly as reasonably practicable following the execution of this Agreement, prepare and complete, in consultation with the Purchaser, the Circular together with any other documents required by Law in connection with the Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after the expiry of the SEC Clearance Period and subject to the receipt of obtaining the Interim Order, cause the Circular and such other documents to be filed with any Securities Authority and in all jurisdictions where the Circular is required to be filed and in the form and containing the information required under applicable Laws, including all applicable corporate and securities legislation and Securities Laws and requirements, as to permit the Meeting to be held as soon as reasonably practicablepracticable and in any event so as to permit the Meeting to be held by the date specified in Section 2.4(a).
(b) As promptly as reasonably practicable after the expiry or termination filing of the SEC Clearance PeriodCircular with any Securities Authority, the Company shall mail to each Shareholder and such other third parties as may be required pursuant to the Interim Order and applicable Laws, the Circular (but in no event prior to the clearance of the Circular by any Securities Authority or later than three Business Days following clearance of the Circular by any Securities Authority) and all other proxy materials for the Meeting, and if necessary in order to comply with applicable Securities Lawssecurities laws, after the Circular shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies. The Company shall cause the Circular to be mailed in all jurisdictions where the same is required to be mailed.
(c) The Company shall ensure that the Circular complies in material respects with the Interim Order and Law, 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 Circular) and provides the Shareholders Securityholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Meeting.
(d) Without limiting the generality of Section 2.4(a2.5(a), the Circular must include: (i) a summary and a copy of the Fairness Opinion, (ii) a statement that the Transaction Committee has received the Fairness Opinion and has, after receiving advice from its financial advisers and outside legal counsel, unanimously recommended that the Board approve the Arrangement, (iii) a statement that the Board has received the Fairness Opinion and has, after receiving advice from its financial advisers and outside legal counsel and the unanimous recommendation of the Transaction Committee, unanimously determined that the Arrangement Resolution is in the best interests of the Company and is fair to the Shareholders and that the Board unanimously recommends that the Shareholders Securityholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), and (iv) a statement that each director and officer of the Company has entered into a Voting and Support Agreement pursuant to which such director or officer has agreed to vote all of his or her securities in favour of the Arrangement Resolution; and (v) a statement that the Supporting Shareholders have entered into the Voting and Support Agreements pursuant to which the Supporting Shareholders have agreed to vote all of their securities in favour of the Arrangement Resolution.
(e) The Company shall give the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its outside legal counselcounsel , and agrees that all information relating to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular or other related documents must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of the Circular prior to its mailing to the Shareholders.
(f) The Purchaser shall provide, in a reasonably timely and expeditious manner, in writing to the Company, the Purchaser Information, as applicable, that is required by the Interim Order or Law to be included by the Company in the Circular or other related documents. The Purchaser shall ensure that the Purchaser Information (i) complies in material respects with the Interim Order and Law and (ii) does not contain any Misrepresentation.
(g) The Company Each Party shall not be responsible for use its commercially reasonable efforts to obtain any information in the Circular relating solely necessary consents from any of its auditors and any other advisors to the Purchaser and its affiliatesuse of any financial, nor shall it technical or other expert information required to be responsible or liable for any Misrepresentation or alleged Misrepresentation in any information included in the Circular solely in respect of the information furnished and to the Company in writing by the Purchaser or its legal counsel for inclusion identification in the CircularCircular of each such advisor.
(h) Each Party shall promptly notify the other Party if it becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplement (including with respect to the Meeting). 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 in and to all jurisdictions where such amendments or supplements are required to be mailed, complying in all material respects with all applicable Laws on the date of the mailing thereof and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as required.
(i) The Company shall promptly notify the Purchaser upon the receipt of any correspondence with respect to the Circular or the Arrangement, whether written or oral, from any Securities Authority or the staff of a Securities Authority with respect to the Circular or the Arrangement or any request from any Securities Authority or the staff of a Securities Authority for information related to the Circular or the Arrangement or amendments or supplements to the Circular, and shall promptly provide the Purchaser with copies of all written 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 commercially reasonable efforts to respond reasonably promptly to any correspondence with respect to the Circular or the Arrangement from any Securities Authority or the staff of a Securities Authority with respect to the Circular or the Arrangement, and the Company shall give reasonable consideration to recommendations provided by the Purchaser and its legal counsel prior to submitting to the Securities Authority or the staff of the Securities Authority any response to any such correspondence. In connection with the filing of the Circular or the dissemination thereof to the Shareholders, or submitting to any Securities Authority or the staff of a Securities Authority any response to any correspondence of any Securities Authority or the staff of the Securities Authority with respect thereto, the Company shall provide the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on such document, responses and/or proposed disclosures and the Company shall give reasonable and due consideration to any reasonable comments of the Purchaser and/or its outside legal counsel prior to such filing, dissemination or submission.
Appears in 1 contract
Circular. (a) The Subject to the Purchaser complying with Section 2.5(c), the Company shallwill, in consultation with the Purchaser:
(i) as promptly soon as reasonably practicable following after the execution of this Agreement, promptly prepare and complete, in consultation with the Purchaser, the Circular together with any other documents required by Law the BCBCA or any other applicable Laws in connection with the Meeting and approval of the Arrangement, and Arrangement Resolution by the Company shall, Shareholders at the Company Meeting; and
(ii) as promptly soon as reasonably practicable after the expiry of the SEC Clearance Period and subject to the receipt issuance of the Interim Order, cause the Circular and such other documents to be filed with any Securities Authority and in all jurisdictions where the Circular is required sent to be filed and in the form and containing the information required under applicable Laws, including all applicable corporate legislation and Securities Laws and requirements, as to permit the Meeting to be held as soon as reasonably practicable.
(b) As promptly as reasonably practicable after the expiry or termination of the SEC Clearance Period, the Company shall mail to each Shareholder Shareholders in compliance with the abridged timing requirements contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and such other third parties filed as may be required pursuant to by the Interim Order and applicable Laws, the Circular and all other proxy materials for the Meeting, and if necessary in order to comply with applicable Securities Laws, after the Circular shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies. The Company shall cause the Circular to be mailed in all jurisdictions where the same is required to be mailed.
(cb) The Company shall ensure that the Circular complies in all material respects with applicable Laws, and, without limiting the Interim Order and Lawgenerality of the foregoing, does that the Circular (including with respect to any information incorporated therein by reference):
(i) will not contain any Misrepresentation misrepresentation (other than in each case with 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 CircularPurchaser); and
(ii) and provides the Company Shareholders with information in sufficient information detail to permit them to form a reasoned judgement judgment concerning the matters to be placed before them at the Company Meeting.
(c) The Company and the Purchaser will cooperate in the preparation, filing and mailing of the Circular and the Purchaser will, in a timely manner, furnish the Company with all such information regarding the Purchaser as may reasonably be required to be included in the Circular pursuant to applicable Laws and any other documents related thereto. The Purchaser will ensure all such information will not contain any misrepresentations.
(d) Without limiting Prior to filing the generality of Section 2.4(a)Circular with applicable Governmental Authorities and printing and mailing the Circular to the Company Shareholders, the Circular must include: Company will:
(i) a summary and a copy of the Fairness Opinion, (ii) a statement that the Transaction Committee has received the Fairness Opinion and has, after receiving advice from its financial advisers and outside legal counsel, unanimously recommended that the Board approve the Arrangement, (iii) a statement that the Board has received the Fairness Opinion and has, after receiving advice from its financial advisers and outside legal counsel and the unanimous recommendation of the Transaction Committee, unanimously determined that the Arrangement Resolution is in the best interests of the Company and is fair to the Shareholders and that the Board unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), and (iv) a statement that each director and officer of the Company has entered into a Voting and Support Agreement pursuant to which such director or officer has agreed to vote all of his or her securities in favour of the Arrangement Resolution.
(e) The Company shall give provide the Purchaser and its outside legal counsel to the Purchaser with a reasonable opportunity to review and comment on drafts of the Circular and other documents related documents, and shall thereto; and
(ii) give reasonable consideration to any comments made such comments.
(e) All information relating solely to the Purchaser included in the Circular shall:
(i) be provided by the Purchaser and its outside legal counsel, and agrees that all information relating to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular or other related documents must accordance with Section 2.5(c); and
(ii) be in a form and content satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of the Circular prior to its mailing to the Shareholders.
(f) The Purchaser shall provide, in a reasonably timely and expeditious manner, in writing to the Company, the Purchaser Information, as applicable, that is required by the Interim Order or Law to be included by the Company in the Circular or other related documents. The Purchaser shall ensure that the Purchaser Information will include:
(i) complies in material respects with a copy of the Interim Order and Law and Company Board Fairness Opinion;
(ii) does not contain any Misrepresentation.a statement that the Company Board has unanimously determined (with only an interested director abstaining), that the Arrangement is:
(A) fair to the Company Shareholders; and
(B) in the best interests of the Company;
(iii) the unanimous recommendation of the Company Board (with only an interested director abstaining) that the Company Shareholders vote in favour of the Arrangement Resolution;
(iv) the rationale for that recommendation; and
(v) a statement that each Director and Company Senior Management has signed a Support Agreement pursuant to which, and subject to the terms thereof, they have agreed to vote all Company Shares held by him in favour of the Arrangement Resolution, to the extent permitted by applicable Laws;
(g) The Company shall not be responsible for and the Purchaser will each promptly notify the other if, at any information time before the Effective Date, it becomes aware (in the Circular relating solely to the Purchaser and its affiliates, nor shall it be responsible or liable for any Misrepresentation or alleged Misrepresentation in any information included in the Circular solely in respect case of the information furnished Company, only with respect to the Company and in writing by the case of the Purchaser only with respect to the Purchaser) that the Circular or its legal counsel for inclusion any other document referred to in Section 2.5(f):
(i) contains any misrepresentation; or
(ii) otherwise requires any amendment or supplement, and promptly deliver written notice to the Circularother Party setting out full particulars thereof.
(h) Each Party shall promptly notify The Company and the Purchaser will cooperate with each other Party if it becomes aware that in the preparation, filing and dissemination of any:
(i) required supplement or amendment to the Circular contains a Misrepresentationor such other document, as the case may be; and
(ii) related news release or otherwise requires an amendment other document necessary or supplement (including with respect to the Meeting). The Parties shall cooperate desirable 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 in and to all jurisdictions where such amendments or supplements are required to be mailed, complying in all material respects with all applicable Laws on the date of the mailing thereof and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as requiredconnection therewith.
(i) The Company shall promptly notify keep the Purchaser upon the receipt fully informed, in a timely manner, of any correspondence with respect to the Circular requests or the Arrangement, whether written or oral, from any Securities Authority or the staff of a Securities Authority with respect to the Circular or the Arrangement or any request from any Securities Authority or the staff of a Securities Authority for information related to the Circular or the Arrangement or amendments or supplements to the Circular, and shall promptly provide the Purchaser with copies of all written 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 commercially reasonable efforts to respond reasonably promptly to any correspondence with respect to the Circular or the Arrangement from any Securities Authority or the staff of a Securities Authority with respect to the Circular or the Arrangement, and the Company shall give reasonable consideration to recommendations provided comments made by the Purchaser and its legal counsel prior to submitting to Canadian regulatory authorities and/or the Securities Authority or the staff of the Securities Authority any response to any such correspondence. In TSXV in connection with the filing of the 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 any Securities Authority or the staff of the Securities Authority with respect thereto, the Company shall provide the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on such document, responses and/or proposed disclosures and the Company shall give reasonable and due consideration to any reasonable comments of the Purchaser and/or its outside legal counsel prior to such filing, dissemination or submissionCircular.
Appears in 1 contract
Circular. (a) The Company shall, as As promptly as reasonably practicable following the execution of this Agreement, prepare and completebut in any event in sufficient time to hold the Meeting in accordance with the timing contemplated by Section 2.4(a), provided that Hudbay has furnished the information required under Section 2.5(c), the Company shall: (i) prepare, in consultation with the PurchaserHudbay, the Circular together with any other documents required by Law in connection with the Meeting and the Arrangement, and the Company shall, as by applicable Laws; (ii) promptly as reasonably practicable after the expiry of the SEC Clearance Period and subject to the receipt of obtaining the Interim Order, cause file the Circular and such other documents to be filed with any Securities Authority and in all jurisdictions where the Circular is required to be filed and in the form and containing the information required under applicable Laws, including all applicable corporate legislation and Securities Laws and requirements, as to permit the Meeting to be held as soon as reasonably practicable.
(b) As promptly as reasonably practicable after the expiry or termination of the SEC Clearance Period, the Company shall mail to each Shareholder and such other third parties as may be required pursuant to the Interim Order and applicable Laws, the Circular and all other proxy materials for the Meeting, and if necessary in order to comply with applicable Securities Laws, after the Circular shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies. The Company shall cause the Circular to be mailed in all jurisdictions where the same is required to be mailed.
filed; and (ciii) The Company shall ensure that mail the Circular complies as required under applicable Laws and by the Interim Order. On the date of mailing thereof, the Circular shall comply in all material respects with all applicable Laws and the Interim Order and LawOrder, does not shall 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 Circular) and provides the Shareholders with sufficient information detail to permit them the Securityholders to form a reasoned judgement concerning the matters to be placed before them at the Meeting.
(d) Without Meeting and, without limiting the generality of Section 2.4(a)the foregoing, the Circular must will not contain any Misrepresentation (except that the Company shall not be responsible for any information relating to Hudbay and its affiliates, including the Hudbay Shares, that was provided to the Company by Hudbay for inclusion in the Circular pursuant to Section 2.5(c) or for any Hudbay Public Documents incorporated by reference with the consent of Hudbay).
(b) The Circular shall include: (i) the Board Recommendation; (ii) a summary and a copy of the each Fairness Opinion, (ii) a statement that the Transaction Committee has received the Fairness Opinion and has, after receiving advice from its financial advisers and outside legal counsel, unanimously recommended that the Board approve the Arrangement, ; (iii) a statement that that, subject to the Board has received the Fairness Opinion and has, after receiving advice from its financial advisers and outside legal counsel terms of this Agreement and the unanimous recommendation of the Transaction CommitteeVoting Agreements, unanimously determined that the Arrangement Resolution is each Locked-up Shareholder has agreed in the best interests of the Voting Agreements to vote all such Person's Company and is fair to the Shareholders and that the Board unanimously recommends that the Shareholders vote Securities in favour of the Arrangement Resolution (and against any other matter that is inconsistent with the “Board Recommendation”), Arrangement Resolution; and (iv) a statement that each director and officer all information that, in the reasonable judgment of the Company has entered into a Voting Parties and Support Agreement their outside legal counsel, is required to allow the Parties to rely on the exemption provided by section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Consideration Shares pursuant to which such director or officer has agreed to vote all the Plan of his or her securities in favour of the Arrangement ResolutionArrangement.
(ec) The Hudbay shall provide to the Company on a timely basis all information regarding Hudbay, its affiliates, the Hudbay Shares as is reasonably requested by the Company or as required by the Interim Order or applicable Laws for inclusion in the Circular or in any amendments or supplements to the Circular. Hudbay shall give also use commercially reasonable efforts to obtain any necessary consents from any of its auditors and any other advisors to the Purchaser use of any financial, technical or other expert information required to be included in the Circular and to the identification of each such advisor. Hudbay shall ensure that such information does not include any Misrepresentation.
(d) Hudbay and its outside legal counsel Representatives shall be given a reasonable opportunity to review and comment on drafts of the Circular and other related documentsprior to the Circular being printed or filed with any Governmental Entity, and shall give reasonable consideration shall be given to any comments made by the Purchaser Hudbay and its outside legal counselRepresentatives, and agrees provided that all information relating solely to Hudbay, its affiliates, the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion Hudbay Shares included in the Circular or other related documents must shall be in a form and content satisfactory to the PurchaserHudbay, acting reasonably. The Company shall provide the Purchaser with a final copy of the Circular prior to its mailing to the Shareholders.
(f) The Purchaser shall provide, in a reasonably timely and expeditious manner, in writing to the Company, the Purchaser Information, as applicable, that is required by the Interim Order or Law to be included by the Company in the Circular or other related documents. The Purchaser shall ensure that the Purchaser Information (i) complies in material respects with the Interim Order and Law and (ii) does not contain any Misrepresentation.
(ge) The Company and Hudbay shall not be responsible for any information in the Circular relating solely to the Purchaser and its affiliates, nor shall it be responsible or liable for any Misrepresentation or alleged Misrepresentation in any information included in the Circular solely in respect of the information furnished to the Company in writing by the Purchaser or its legal counsel for inclusion in the Circular.
(h) Each Party shall each promptly notify each other if at any time before the other Party if it Meeting either becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplement (including with respect to supplement, and the Meeting). The Parties shall cooperate co-operate in the preparation of any such amendment or supplement to the Circular as required or appropriaterequired, and the Company shall promptly mail, file mail or otherwise publicly disseminate any such amendment or supplement to the Shareholders in and Circular to all jurisdictions where such amendments or supplements are required to be mailed, complying in all material respects with all applicable Laws on the date of the mailing thereof Securityholders and, if required by the Court or by Lawapplicable Laws, file the same with the Canadian Securities Authorities or any other Governmental Entity and as otherwise required.
(if) The Company shall will promptly notify the Purchaser upon the receipt inform Hudbay of any correspondence requests or comments made by Governmental Entities in connection with respect to the Circular or the Arrangement, whether written or oral, from any Securities Authority or the staff of a Securities Authority with respect to the Circular or the Arrangement or any request from any Securities Authority or the staff of a Securities Authority for information related to the Circular or the Arrangement or amendments or supplements to the Circular, and shall promptly provide the Purchaser with (including by providing copies of all written correspondence between the Company and its Representatives, on the one hand, and the Securities Authority or the staff of the Securities Authorityany Governmental Entity, on the other hand. The Company shall use its commercially reasonable efforts to respond reasonably promptly to any correspondence hand with respect to the Circular such requests or the Arrangement from any Securities Authority or the staff of a Securities Authority with respect to the Circular or the Arrangementcomments), and the Company shall will allow Hudbay and its Representatives an opportunity to comment on any response materials (and give reasonable consideration to recommendations provided any such comments) and, except as required by applicable Law, if reasonably requested by Hudbay, participate in any meetings with Governmental Entities.
(g) Hudbay 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 the Company or any of its Representatives may be subject or which the Company or any of its Representatives may suffer as a result of, or arising from, any Misrepresentation contained in any information included in the Circular that was furnished by Hudbay, its affiliates and their respective Representatives acting on their behalf, in writing, for inclusion in the Circular and such information was accurately reflected in the Circular by the Purchaser and its legal counsel prior to submitting to the Securities Authority or the staff of the Securities Authority any response to any such correspondence. In connection with the filing of the Circular or the dissemination thereof to the Shareholders, or submitting to any Securities Authority or the staff of a Securities Authority any response to any correspondence of any Securities Authority or the staff of the Securities Authority with respect thereto, the Company shall provide the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on such document, responses and/or proposed disclosures and the Company shall give reasonable and due consideration to any reasonable comments of the Purchaser and/or its outside legal counsel prior to such filing, dissemination or submissionCompany.
Appears in 1 contract