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 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 requirements, as to permit the Meeting to be held as soon as reasonably practicable 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 filing of the Circular 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 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 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 2.5(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 Securityholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), (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 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) Each Party shall use its commercially reasonable efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Circular and to the identification in the Circular 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. (aSubject to Section 5.10(3) The Company shall, as promptly as reasonably practicable following after the execution and delivery of this Agreement, prepare and completethe Company, in consultation with the PurchaserParent, shall prepare the Circular together with any other documents required by Law Securities Laws, the BCBCA, the rules and policies of the OTCBB or other applicable Laws in connection with the Meeting Arrangement and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Meeting. The Circular and such other documents documents, together with any amendments thereto, shall be in form and substance satisfactory to Parent and its counsel acting reasonably. The Company will file the Circular and any other documentation required to be filed with any Securities Authority under the Interim Order and applicable Law in all jurisdictions where the Circular is required to be filed by the Company and in the form and containing the information required under applicable Laws, including all applicable corporate and securities legislation and requirements, as to permit the Meeting mail or cause to be held as soon as reasonably practicable mailed the Circular and in any event so as to permit the Meeting other documentation required to be held by the date specified in Section 2.4(a).
(b) As promptly as reasonably practicable after the filing of the Circular with any Securities Authority, the Company shall mail to each Shareholder and such other third parties as may be required pursuant to mailed under the Interim Order and applicable LawsLaw to the Shareholders (including registered and beneficial Shareholders), the Circular (but in no event prior to the clearance Board of Directors of the Circular by any Securities Authority or later than three Business Days following clearance Company, the auditors of the Circular by Company and any Securities Authority) and all other proxy materials for required Persons in accordance with 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 terms of the Interim Order and applicable 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 Securityholders with sufficient information to permit them to form . In a reasoned judgement concerning the matters to be placed before the Meeting.
(d) Without limiting the generality of Section 2.5(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 Securityholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), (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 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, the Company shall prepare (in writing consultation with Parent) and file amendments or supplements to the CompanyCircular (which amendments or supplements shall be in a form satisfactory to Parent, acting reasonably) required by applicable Laws or as otherwise agreed between the Purchaser InformationCompany and Parent with respect to the Meeting and mail or otherwise publicly disseminate such amendments or supplements, as applicable, that is required by the Interim Order or Law to be included by the Company and in the Circular or other related documents. The Purchaser shall ensure that the Purchaser Information (i) complies in material respects accordance with the Interim Order and Law and (ii) does not contain any Misrepresentation.
(g) Each Party shall use its commercially reasonable efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financialall applicable Laws, technical or other expert information required to be included in the Circular and to the identification in the Circular 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 mailedmailed or disseminated, 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 requireddissemination thereof.
(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
Sources: Arrangement Agreement (Nevoro Inc.)
Circular. (a) The Company shall, as As promptly as reasonably practicable following after the execution and delivery of this Agreement, prepare and completethe Company, in consultation with the PurchaserParent, will prepare and complete the Circular together with any other documents required by the CBCA or other Applicable Law in connection with the Meeting and the Arrangement, Arrangement and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Meeting. The Company Circular and such other documents documents, together with any amendments thereto, shall be in form and substance satisfactory to Parent acting reasonably provided that Parent acknowledges that the contents of the Company Circular must ultimately be determined by the Company acting reasonably in all the circumstances. The Company will file the Circular and any other documentation required to be filed with any Securities Authority under the Interim Order and Applicable Law in all jurisdictions where the Circular is required to be filed by the Company and in the form and containing the information required under applicable Laws, including all applicable corporate and securities legislation and requirements, as to permit the Meeting mail or cause to be held as soon as reasonably practicable mailed the Circular and in any event so as to permit the Meeting other documentation required to be held by the date specified in Section 2.4(a).
(b) As promptly as reasonably practicable after the filing of the Circular with any Securities Authority, the Company shall mail to each Shareholder and such other third parties as may be required pursuant to mailed under the Interim Order and applicable LawsApplicable Law to Shareholders, the Circular (but in no event prior to the clearance directors of the Circular by any Securities Authority or later than three Business Days following clearance Company, the auditors of the Circular by Company and any Securities Authority) and other required Persons on or before September 27, 2007, all other proxy materials for in accordance with 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 terms of the Interim Order and Applicable 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 Securityholders with sufficient information to permit them to form . In a reasoned judgement concerning the matters to be placed before the Meeting.
(d) Without limiting the generality of Section 2.5(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 Securityholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), (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 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, the Company shall prepare (in writing consultation with Parent) and file amendments or supplements to the CompanyCircular (which amendments or supplements shall be in a form satisfactory to Parent and its counsel, acting reasonably) required by Applicable Law or as otherwise agreed between the Purchaser InformationCompany and Parent with respect to the Company Meeting and mail or otherwise disseminate such amendments or supplements, as applicable, that is required by the Interim Order or Law and in accordance with all Applicable Law, to be included by the Company such persons and 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) Each Party shall use its commercially reasonable efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Circular and to the identification in the Circular 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 mailedmailed or disseminated, complying in all material respects with all applicable Laws Applicable Law 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 requireddissemination thereof.
(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 Company shall, as As promptly as reasonably practicable following after the execution and delivery of this Agreement, prepare and completethe Company, in consultation with the PurchaserParent, will prepare and complete the Circular together with any other documents required by the CBCA or other applicable Law in connection with the Meeting and the Arrangement, Arrangement and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Meeting. The Circular and such other documents documents, together with any amendments thereto, shall be in form and substance satisfactory to Parent acting reasonably. The Company will file the Circular and any other documentation required to be filed with any Securities Authority under the Interim Order and applicable Law in all jurisdictions where the Circular is required to be filed by the Company and in the form and containing the information required under applicable Laws, including all applicable corporate and securities legislation and requirements, as to permit the Meeting mail or cause to be held as soon as reasonably practicable mailed the Circular and in any event so as to permit the Meeting other documentation required to be held by the date specified in Section 2.4(a).
(b) As promptly as reasonably practicable after the filing of the Circular with any Securities Authority, the Company shall mail to each Shareholder and such other third parties as may be required pursuant to mailed under the Interim Order and applicable LawsLaw to Shareholders, the Circular (but in no event prior to the clearance directors of the Circular by any Securities Authority or later than three Business Days following clearance Company, the auditors of the Circular by Company and any Securities Authority) and other required Persons on or before November 9, 2007, all other proxy materials for in accordance with 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 terms of the Interim Order and applicable 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 Securityholders with sufficient information to permit them to form . In a reasoned judgement concerning the matters to be placed before the Meeting.
(d) Without limiting the generality of Section 2.5(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 Securityholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), (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 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, the Company shall prepare (in writing consultation with Parent) and file amendments or supplements to the CompanyCircular (which amendments or supplements shall be in a form satisfactory to Parent, acting reasonably) required by applicable Law or as otherwise agreed between the Purchaser InformationCompany and Parent with respect to the Company Meeting and mail or otherwise disseminate such amendments or supplements, as applicable, that is required by the Interim Order or Law and in accordance with all applicable Law, to be included by the Company such persons and 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) Each Party shall use its commercially reasonable efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Circular and to the identification in the Circular 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 mailedmailed or disseminated, complying in all material respects with all applicable Laws Law 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 requireddissemination thereof.
(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