Company Circular. (a) As promptly as reasonably practicable following the date of this Agreement and in any event no later than September 5, 2018 to registered Company Shareholders, the Company shall: (i) prepare the Company Circular together with any and all other documents required by, and in compliance in all material respects with, all applicable Laws on the date of the mailing thereof; (ii) file the Company Circular with all Canadian Securities Regulators in all jurisdictions where the same is required to be filed and with the TSX; and (iii) send the Company Circular to the Company Shareholders as required under all applicable Laws. (b) On the date of mailing thereof, the Company shall ensure that the Company Circular shall be complete and correct in all material respects, shall not contain any Misrepresentation and shall contain sufficient detail to permit the Company Shareholders to form a reasoned judgment concerning the matters to be placed before them at the Company Meeting (except that the Company shall not be responsible for any information relating to the Purchaser and its affiliates that was provided by the Purchaser expressly for inclusion in the Company Circular). (c) The Company Circular shall (i) include a written copy of the Fairness Opinion (and the Company shall provide an advance copy thereof to the Purchaser for its review and consideration); (ii) state that the Board has received the Fairness Opinion and unanimously determined, after receiving legal and financial advice, that the Investment is in the best interests of the Company and fair to the Company Shareholders (other than the Purchaser and its affiliates) and that the Company Shareholders vote in favour of the Approval Resolution (the “Company Board Recommendation”); and (iii) include statements that each of the Locked-Up Shareholders has signed a Voting Agreement. (d) The Purchaser shall provide to the Company all information regarding the Purchaser and its Affiliates as reasonably requested by the Company or as required by applicable Laws for inclusion in the Company Circular. The Purchaser shall ensure that any such information will not include any Misrepresentation including concerning the Purchaser and its Affiliates. (e) The Purchaser and its legal counsel shall be given a reasonable opportunity to review and comment on the Company Circular and other related documents prior to the Company Circular and other related documents being printed and filed with the Governmental Authorities, and reasonable consideration shall be given to any comments made by the Purchaser and its legal counsel; provided that all information relating solely to the Purchaser, the Parent and their affiliates included in the Company Circular shall be in form and substance satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with final copies of the Company Circular prior to its mailing to the Company Shareholders. (f) The Purchaser and the Company shall each promptly notify each other if at any time before the Closing Date either becomes aware that the Company Circular contains a Misrepresentation, or that the Company Circular otherwise requires an amendment or supplement 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 promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Company Shareholders and, if required by the Court or applicable Laws, file the same with the Governmental Authorities and as otherwise required.
Appears in 4 contracts
Sources: Subscription Agreement (Canopy Growth Corp), Subscription Agreement (Canopy Growth Corp), Subscription Agreement (Constellation Brands, Inc.)
Company Circular. (a) As promptly as reasonably practicable following the date execution of this Agreement and in any event no later than September 5, 2018 to registered Company ShareholdersAgreement, the Company shall: (i) shall prepare and complete, in consultation with the Buyer as contemplated by this Section 2.05, the Company Circular together with any and all other documents required by, and in compliance in all material respects with, all by applicable Laws on in connection with the date of Company Meeting and the mailing thereof; (ii) file Company shall, promptly after obtaining the Interim Order, cause the Company Circular with all Canadian Securities Regulators in all jurisdictions where the same is required and such documents to be filed and with the TSX; Securities Authorities or any other Governmental Entity and (iii) send the sent to each Company Circular to the Company Shareholders Shareholder and other Persons as required under all by the Interim Order and applicable Laws.
(b) On the date of mailing thereof, the The Company shall ensure that the Company Circular shall be complete and correct complies in all material respectsrespects with applicable Law and the Interim Order, shall does not contain any Misrepresentation regarding the Company and shall contain provides Company Shareholders with sufficient detail information to permit the Company Shareholders them to form a reasoned judgment concerning the matters to be placed before them at the Company Meeting (except that Meeting. Without limiting the generality of the foregoing, the Company shall not be responsible for any information relating to the Purchaser and its affiliates that was provided by the Purchaser expressly for inclusion in the Company Circular).
(c) The Company Circular shall must include: (i) include a written copy of the Fairness Opinion (and the Company shall provide an advance copy thereof to the Purchaser for its review and consideration)Opinion; (ii) state a statement that the Company Board has received the Fairness Opinion Opinion, and has unanimously determined, after receiving financial and legal and financial advice, that the Investment 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 Company and its security holders and that the Company and fair to the Company Shareholders (other than the Purchaser and its affiliates) and Board unanimously recommends that the Company Shareholders vote in favour of the Approval Arrangement Resolution (the “Company Board Recommendation”); and (iii) include statements a statement that each director and officer of the LockedCompany 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, the whole in accordance with their Company Lock-Up Agreements; and (iv) a statement that certain other Company Shareholders has signed a Voting Agreementhave entered into Company Lock-Up Agreements and specifying the percentage of the issued and outstanding Company Shares covered by such Company Lock-Up Agreements.
(dc) The Purchaser Buyer shall provide to the Company all necessary information regarding concerning the Purchaser Buyer and its Affiliates as reasonably requested by the Company or Buyer Shares as required by the Interim Order or applicable Laws for inclusion in the Company Circular. The Purchaser Buyer shall also use commercially reasonable efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Company Circular and to the identification in the Company Circular of each such advisor. The Buyer shall ensure that any such information will not include any Misrepresentation including concerning the Purchaser and its AffiliatesBuyer or the Buyer Shares.
(ed) The Purchaser Buyer and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents prior to the Company Circular and other related documents being printed and filed with the Governmental Authorities, and reasonable consideration shall be given to any comments made by the Purchaser Buyer and its legal counsel; provided that that, all information relating solely to the Purchaser, Buyer and the Parent and their affiliates Buyer Shares included in the Company Circular shall be in form and substance satisfactory to the PurchaserBuyer, acting reasonably. The Company shall provide the Purchaser Buyer with final copies of the Company Circular prior to its mailing to the Company Shareholders.
(fe) The Purchaser and the Company Each Party shall each promptly notify each the other Party if at any time before the Closing Date either it becomes aware that the Company Circular contains a Misrepresentation, Misrepresentation or that the Company Circular otherwise requires an amendment or supplement and the Parties shall co-operate in the preparation of any amendment or supplement to the Company Circular as required or appropriate, appropriate and the Company shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Company Shareholders and, if required by the Court or applicable Laws, file the same with the Securities Authorities or any other Governmental Authorities and as otherwise requiredEntity.
Appears in 2 contracts
Sources: Arrangement Agreement, Arrangement Agreement
Company Circular. (a) As promptly Subject to the Purchaser complying with Section 2.5(e), the Company will, in consultation with the Purchaser:
(i) as soon as reasonably practicable following after the date execution of this Agreement and in any event no later than September 5Agreement, 2018 to registered Company Shareholders, the Company shall: (i) promptly prepare the Company Circular together with any and all other documents required by, by the BCBCA and in compliance in all material respects with, all other applicable Laws on in connection with the date approval of the mailing thereofArrangement Resolution by the Company Shareholders at the Company Meeting; and
(ii) file as soon as reasonably practicable after the Company Circular with all Canadian Securities Regulators in all jurisdictions where issuance of the same is required to be filed and with the TSX; and (iii) send Interim Order, cause the Company Circular to be sent to the Company Shareholders in compliance with the accelerated timing contemplated by National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer and filed as required under all by the Interim Order and applicable Laws.
(b) On the date of mailing thereof, the The Company shall ensure that the Company Circular shall be complete and correct complies in all material respectsrespects with applicable Laws and, shall without limiting the generality of the foregoing, that the Company 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 information furnished by the Purchaser) and shall contain will provide the Company Shareholders with information in sufficient detail to permit the Company Shareholders them to form a reasoned judgment judgement concerning the matters to be placed before them at the Company Meeting (except that the Company shall not be responsible for any information relating to the Purchaser and its affiliates that was provided by the Purchaser expressly for inclusion in the Company Circular)Meeting.
(c) The Company shall use commercially reasonable efforts to obtain any necessary consents from its auditor and any other experts or 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.
(d) The Company and the Purchaser will cooperate in the preparation, filing and mailing of the Company Circular. The Company will provide the Purchaser and its legal counsel with a reasonable opportunity to review and comment on all drafts of the Company Circular and other documents related thereto prior to filing the Company Circular with applicable Governmental Authorities and printing and mailing the Company Circular to the Company Shareholders and will give reasonable consideration to such comments. All information relating solely to the Purchaser included in the Company Circular shall be provided by the Purchaser in accordance with Section 2.5(e) and shall be in form and content satisfactory to the Purchaser, acting reasonably, and the Company Circular will include: (i) include a written copy statement that the Special Committee has unanimously, after consulting with management of the Fairness Opinion (Company and legal and financial advisors in evaluating the Arrangement, recommended that the Company Board approve this Agreement and the Company shall provide an advance copy thereof to the Purchaser for its review and consideration)Arrangement; (ii) state a statement that the Company Board has received the Fairness Opinion and unanimously determinedunanimously, after receiving consulting with management of the Company and legal and financial adviceadvisors in evaluating the Arrangement, determined that the Investment Arrangement is fair to the Company Shareholders and it is in the best interests of the Company and fair to Company; (iii) the unanimous recommendation of the Company Shareholders (other than the Purchaser and its affiliates) and Board that the Company Shareholders vote in favour of the Approval Arrangement Resolution and the rationale for that recommendation; (iv) a copy of the “Company Board Recommendation”)Fairness Opinion; and (iiiv) include statements a statement that each of the Locked-Up Supporting Company Shareholders has signed a Voting Company Support Agreement.
(d) The Purchaser shall provide , pursuant to which, and subject to the terms thereof, they have agreed to, among other things, vote their Company all Shares in favour of the Arrangement Resolution; and (vi) information regarding in sufficient detail to allow the Purchaser to rely upon the exemption from the registration requirements of the U.S. Securities Laws provided by Section 3(a)(10) thereof with respect to the issuance of Consideration Shares and its Affiliates as reasonably requested by Replacement Options pursuant to the Company or as required by applicable Laws for inclusion in the Company Circular. The Purchaser shall ensure that any such information will not include any Misrepresentation including concerning the Purchaser and its AffiliatesArrangement.
(e) The Purchaser and its legal counsel shall be given will, in a reasonable opportunity to review and comment on timely manner, furnish the Company Circular and other related documents prior to the Company Circular and other related documents being printed and filed with the Governmental Authorities, and reasonable consideration shall be given to any comments made by all such information regarding the Purchaser and its legal counsel; provided that all information relating solely as may reasonably be required to the Purchaser, the Parent and their affiliates be included in the Company Circular pursuant to applicable Laws and any other documents related thereto, and shall be in form and substance satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with final copies of the Company Circular prior to its mailing to the Company Shareholdersensure that such information does not contain any misrepresentation.
(f) The Purchaser hereby indemnifies and saves harmless the Company and its Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and reasonable expenses to which the Company or any of its Representatives may be subject or may suffer as a result of, or arising from, any misrepresentation or alleged misrepresentation contained in any information included in the Company Circular that was provided by the Purchaser or its Representatives specifically for inclusion therein, including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Governmental Authority based on such a misrepresentation or alleged misrepresentation.
(g) The Company shall keep the Purchaser fully informed in a timely manner of any requests or comments made by the Canadian securities regulatory authorities and/or the TSXV in connection with the Company Circular.
(h) The Company and the Company shall Purchaser will each promptly notify each the other if at any time before the Closing Effective Date either 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) that the Company Circular or any other document referred to in Section 2.5(e) contains a Misrepresentation, any misrepresentation or that the Company Circular otherwise requires an any amendment or supplement and promptly deliver written notice to the Parties shall co-operate other Party setting out full particulars thereof. In any such event, the Company and the Purchaser will cooperate with each other in the preparation preparation, filing and dissemination of any required supplement or amendment or supplement to the Company Circular or such other document, as required or appropriatethe case may be, and the Company shall promptly mail any related news release or otherwise publicly disseminate any amendment other document necessary or supplement to the Company Circular to the Company Shareholders and, if required by the Court or applicable Laws, file the same with the Governmental Authorities and as otherwise requireddesirable in connection therewith.
Appears in 2 contracts
Sources: Arrangement Agreement (Integra Resources Corp.), Arrangement Agreement (Integra Resources Corp.)
Company Circular. (a) As The Company shall:
(i) as promptly as reasonably practicable following the date of this Agreement and in any event no later than September 5hereof, 2018 to registered Company Shareholders, the Company shall: (i) prepare the Company Circular together with any and all other documents required byby applicable Laws and file the preliminary Company Circular with the SEC;
(ii) (A) promptly notify Parent’s counsel upon the receipt of any comments, whether written or oral, from the SEC or the staff of the SEC, or any request from the SEC or the staff of the SEC for amendments or supplements to the preliminary Company Circular, (B) promptly provide Parent’s counsel with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, (C) use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Company Circular and (D) prior to submitting to the SEC or the staff of the SEC any response to any comments of the SEC or the staff of the SEC with respect to the Company Circular, provide Parent and its counsel a reasonable opportunity to review and comment on such response, and consider, in compliance good faith, incorporating any such comments of Parent and/or its counsel prior to such submission;
(iii) as promptly as reasonably practicable after the SEC Resolution Date, but in all material respects with, all applicable Laws on no event more than ten (10) days following the date of the mailing thereof; (ii) Interim Order, file the final Company Circular with all Canadian Securities Regulators in all jurisdictions and with all Governmental Entities and Securities Authorities where the same is required to be filed filed; and
(iv) as promptly as reasonably practicable, but in no event more than ten (10) days following the date of the Interim Order, mail the Company Circular as required under applicable Laws and with by the TSX; Interim Order (and (iii) send the Company agrees to use reasonable efforts to cause the mailing date of the Company Circular to occur by the Company Shareholders as required under all applicable Lawsdate that is 60 days from the date hereof).
(b) On the date of mailing thereof, the Company shall ensure that the Company Circular shall be complete and correct complies in all material respects, shall not contain any Misrepresentation respects with all applicable Laws and the Interim Order and shall contain sufficient detail to permit the Company Shareholders Securityholders to form a reasoned judgment concerning the matters to be placed before them at the Company Meeting Meeting, and, without limiting the generality of the foregoing, shall take all reasonable steps to ensure that the Company Circular will not contain any misrepresentation (except that the Company shall not be responsible to Parent for any information relating to Parent, AcquisitionCo and their respective affiliates, including in relation to the Purchaser and its affiliates that was Parent Shares, provided by the Purchaser expressly Parent, AcquisitionCo or their respective or its representatives in writing for inclusion in the Company Circular).
(c) The Company Circular shall (i) include a written copy of the Fairness Opinion (and the Company shall provide an advance copy thereof to the Purchaser for its review and consideration); (ii) state that the Company Board has received the Fairness Opinion and unanimously determined, after receiving legal and financial advice, determined that the Investment Arrangement is fair to the Company Shareholders and that the Arrangement and entry into this Agreement are in the best interests of the Company, (ii) contain the recommendation of the Company and fair Board to the Company Shareholders (other than the Purchaser and its affiliates) and Securityholders that the Company Shareholders they vote in favour favor of the Approval Arrangement Resolution (the “Company Board Recommendation”); and (iii) include statements that each of the Locked-Up Shareholders has signed a Voting Agreementwritten Fairness Opinion.
(d) The Purchaser Parent shall provide to provide, on a timely basis, the Company with all information regarding Parent, AcquisitionCo, their respective affiliates and the Purchaser and its Affiliates as reasonably requested by the Company or Parent Shares, as required by the Interim Order or applicable Laws for inclusion in the Company Circular or in any amendments or supplements to such Company Circular. The Purchaser Parent, AcquisitionCo 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. Parent and AcquisitionCo shall take all reasonable steps to ensure that any such information will does not include any Misrepresentation misrepresentation concerning Parent AcquisitionCo and their respective affiliates, including concerning in relation to the Purchaser and its AffiliatesParent Shares.
(e) The Purchaser Company, Parent and its AcquisitionCo each acknowledge the importance of consistency across all public documents and, in that context, Parent and AcquisitionCo and their legal counsel shall be given a reasonable opportunity to review and comment on the Company Circular (and other related documents any amendment to the Company Circular) prior to the Company Circular and other related documents being printed and and/or filed with the any Governmental AuthoritiesEntity, and reasonable consideration shall be given to any comments made by the Purchaser Parent, AcquisitionCo and its their legal counsel; provided that all information relating solely to the Purchaser, the Parent and their affiliates included in the Company Circular shall be in form and substance satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser Parent and AcquisitionCo with final copies of the Company Circular prior to its the mailing to the Company ShareholdersSecurityholders.
(f) The Purchaser Company, Parent and the Company AcquisitionCo shall each promptly notify each the other if at any time before the Closing Effective Date either becomes aware that the Company Circular contains a Misrepresentationmisrepresentation, or that the Company Circular otherwise requires an amendment or supplement and the Parties shall co-operate cooperate in the preparation of any amendment or supplement to the Company Circular as required or appropriate, and the Company shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Company Shareholders Securityholders and, if required by the Court or applicable Laws, file the same with the any Governmental Authorities Entity and as otherwise required.
(g) The Company shall mail or publicly disseminate an amendment or supplement to the Company Circular in connection with any new or updated information which, in the reasonable judgment of the Company Board, should be made available to the Company Securityholders prior to the date of the Company Meeting. Prior to any dissemination of any such amendment or supplement to the Company Circular, Parent, AcquisitionCo and their legal counsel shall be given a reasonable opportunity to review and comment thereon and reasonable consideration shall be given by the Company to any comments made by Parent, AcquisitionCo or their legal counsel.
Appears in 2 contracts
Sources: Arrangement Agreement (Nabors Industries LTD), Arrangement Agreement (Tesco Corp)
Company Circular. (a) As promptly as reasonably practicable following the date of this Agreement and in any event no later than September 5, 2018 to registered Company Shareholders, the Company shall: (i) shall prepare the Company Circular together with any and all other documents required by, and in compliance with applicable Securities Laws and, as soon as reasonably practicable after obtaining the Interim Order (subject to Acquiror providing to Company all information contemplated in all material respects withSection 2.5(c) in final form), all applicable Laws on the date of the mailing thereof; (ii) file the Company Circular with all Canadian Securities Regulators in all jurisdictions where the same is required to be filed and with mail the TSX; and (iii) send the Company Circular to the Company Shareholders same as required under by the Interim Order and in accordance with all applicable Laws, in all jurisdictions where the same is required, complying in all material respects with all applicable Laws on the date of mailing thereof.
(b) On the date of mailing thereof, the Company shall ensure that the Company Circular shall be complete and correct complies in all material respectsrespects with all applicable Laws, shall and, without limiting the generality of the foregoing, that the Company Circular 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 information relating to Acquiror and its affiliates) and shall contain provide the Company Shareholders with information in sufficient detail to permit the Company Shareholders them to form a reasoned judgment concerning the matters to be placed before them at the Company Meeting (except that Meeting. Subject to Section 7.2, the Company shall not be responsible for any information relating to Circular will include the Purchaser and its affiliates that was provided by the Purchaser expressly for inclusion in the Company Circular).
(c) The Company Circular shall (i) include a written copy of the Fairness Opinion (and the Company shall provide an advance copy thereof to the Purchaser for its review and consideration); (ii) state that the Board has received the Fairness Opinion and unanimously determined, after receiving legal and financial advice, that the Investment is in the best interests unanimous recommendation of the Company and fair to the Company Shareholders (other than the Purchaser and its affiliates) and Board that the Company Shareholders vote in favour of the Approval Resolution (the “Company Board Recommendation”); Arrangement Resolution, and (iii) include statements a statement that each director of Company intends to vote all of such director’s Company Shares (including any Company Shares issued upon the exercise of any Company Convertible Securities) in favour of the Locked-Up Shareholders has signed Arrangement Resolution, subject to the other terms of this Agreement and the Company Voting Agreements.
(c) Acquiror will furnish to Company all such information regarding Acquiror, its affiliates and the Consideration Shares, as may be reasonably required by Company in the preparation of the Company Circular and other documents related thereto. Acquiror shall also use commercially reasonable efforts to obtain any necessary consents from Qualified Persons and its auditors to the use of any financial or technical information required to be included in the Company Circular. Acquiror shall ensure that no such information will include any untrue statement of a Voting Agreementmaterial 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 Acquiror not misleading in light of the circumstances in which it is disclosed and shall constitute full, true and plain disclosure of such information concerning Acquiror.
(d) The Purchaser shall provide to the Company all information regarding the Purchaser and its Affiliates as reasonably requested by the Company or as required by applicable Laws for inclusion in the Company Circular. The Purchaser shall ensure that any such information will not include any Misrepresentation including concerning the Purchaser and its Affiliates.
(e) The Purchaser Acquiror and its legal counsel shall be given a reasonable opportunity to review and comment on the Company Circular and other related documents Circular, prior to the Company Circular and other related documents being printed and mailed to the Company Shareholders and filed with the Governmental Securities Authorities, and reasonable consideration shall be given to any comments made by the Purchaser Acquiror and its legal counsel; , provided that all information relating solely to the Purchaser, the Parent and their affiliates Acquiror included in the Company Circular shall be in form and substance content satisfactory to the PurchaserAcquiror, acting reasonably. The Company shall provide the Purchaser Acquiror with a final copies copy of the Company Circular prior to its mailing to the Company Shareholders.
(fe) The Purchaser Company and the Company Acquiror shall each promptly notify each the other if at any time before the Closing Effective Date either it becomes aware (in the case of Company only with respect to Company and in the case of Acquiror only with respect to Acquiror) that the Company Circular contains an untrue statement of a Misrepresentationmaterial 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 the Company Circular 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 Circular, as required or appropriate, and the Company shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Company Shareholders and, if required by the Court or applicable Laws, file the same with the Governmental Securities Authorities and as otherwise required.
(f) Company shall keep Acquiror informed of any requests or comments made by Securities Authorities in connection with the Company Circular.
Appears in 2 contracts
Sources: Arrangement Agreement (Orla Mining Ltd.), Arrangement Agreement (Equinox Gold Corp.)
Company Circular. (a) As promptly as reasonably practicable following The Company shall in accordance with the date terms of this Agreement and in any event no later than September 5, 2018 to registered Company Shareholders, the Company shallArrangement Agreement: (i) prepare the Company Circular together with any and all other documents required by, and in compliance in all material respects with, all applicable Laws on the date of the mailing thereof; (ii) file the Company Circular with all Canadian Securities Regulators in all jurisdictions where the same is required to be filed and with the TSX; and (iii) send the Company Circular to the Company Shareholders as required under all applicable Laws.
(b) On the date of mailing thereof, the Company shall ensure that the Company Circular shall be complete and correct in all material respects, shall not contain any Misrepresentation and shall contain sufficient detail to permit the Company Shareholders to form a reasoned judgment concerning the matters to be placed before them at the Company Meeting (except that the Company shall not be responsible for any information relating to the Purchaser CBG and its affiliates Affiliates that was provided by CBG expressly for inclusion in the Purchaser Company Circular nor any information relating to Frontrunner and its Affiliates that was provided by Frontrunner expressly for inclusion in the Company Circular).
(c) The Company Circular shall (i) include a written copy of the Fairness Opinion (and the Company shall provide an advance copy thereof to the Purchaser CBG for its review and consideration); and (ii) state that the Board (other than directors, if any, who abstained from voting on the transactions contemplated by this Agreement) has received the Fairness Opinion and unanimously determined, after receiving legal and financial advice, that the Investment is transactions contemplated by this Agreement are in the best interests of the Company and fair to the Company Shareholders (other than the Purchaser CBG and its affiliates) and recommend that the Company Shareholders vote in favour of the Approval Resolution (the “Company Board Recommendation”); and (iii) include statements that each of the Locked-Up Company Shareholders has signed a Voting Agreementsigning voting support agreements have agreed to vote their Common Shares in favour of the Approval Resolution.
(d) The Purchaser CBG shall provide to the Company all information regarding the Purchaser CBG and its Affiliates as reasonably requested by the Company or as required by applicable Laws for inclusion in the Company Circular. The Purchaser CBG shall ensure that any such information will not include any Misrepresentation including concerning the Purchaser CBG and its Affiliates.
(e) The Purchaser CBG and its legal counsel shall be given a reasonable opportunity to review and comment on the Company Circular and other related documents prior to the Company Circular and other related documents being printed and filed with the Governmental Authorities, and reasonable consideration shall be given to any comments made by the Purchaser CBG and its legal counsel; provided that all information relating solely to the PurchaserCBG, the Parent and their affiliates included in the Company Circular shall be in form and substance satisfactory to the PurchaserCBG, acting reasonably. The Company shall provide the Purchaser CBG with final copies of the Company Circular prior to its mailing to the Company Shareholders.
(f) The Purchaser CBG and the Company shall each promptly notify each other if at any time before the Closing Effective Date either becomes aware that the Company Circular contains a Misrepresentation, or that the Company Circular otherwise requires an amendment or supplement 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 promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Company Shareholders and, if required by the Court or applicable Laws, file the same with the Governmental Authorities and as otherwise required.
(g) The Company Circular shall disclose to the Company Shareholders as follows:
(i) if Project Frontrunner is approved by the shareholders of Frontrunner and the Court in accordance with the terms of the Arrangement Agreement, but the Approval Resolution is not approved by the Company Shareholders, then the Company will not complete Project Frontrunner and the Arrangement Agreement will be terminated; and
(ii) if Project Frontrunner is not approved by the shareholders of Frontrunner and the Court in accordance with the terms of the Arrangement Agreement, the Company will not issue the Amended Warrants.
Appears in 2 contracts
Sources: Consent Agreement (Canopy Growth Corp), Consent Agreement (Canopy Growth Corp)
Company Circular. (ai) As promptly as reasonably practicable following Subject to the date compliance of this Agreement both Purchaser and Parent with the obligations set forth in any event no later than September 5, 2018 to registered Company ShareholdersSection 5.5(a), the Company shall: (i) shall promptly prepare and complete the Company Circular, together with any other documents required by applicable Law in connection with the Company Meeting and the transactions contemplated by this Agreement, and following pre-clearance thereof with the TSX, shall cause the Company Circular together with any and all such other documents to be filed with the Canadian Securities Regulators and sent to each Company Shareholder and other Person as required byby Law, in each case, using all commercially reasonable efforts so as to permit the Company Meeting to be held by February 19, 2019.
(ii) The Company shall, assuming Purchaser and Parent have satisfied their obligations set forth in compliance Section 5.5(a), use its reasonable best efforts to ensure that (A) the Company Circular complies as to form and substance in all material respects with, all applicable Laws on the date of the mailing thereof; (ii) file the Company Circular with all Canadian Securities Regulators in all jurisdictions where the same is required to be filed and with the TSX; provisions of applicable Law and (iii) send the Company Circular to provides the Company Shareholders as required under all applicable Laws.
(b) On the date of mailing thereof, the Company shall ensure that the Company Circular shall be complete and correct in all material respects, shall not contain any Misrepresentation and shall contain with sufficient detail information to permit the Company Shareholders them to form a reasoned judgment concerning the matters to be placed before them at the Company Meeting and (except that B) none of the information supplied by it, any of its Subsidiaries or its or their respective Representatives for inclusion or incorporation by reference in the Company shall not be responsible for any information relating Circular shall, at the date of mailing to the Company Shareholders, at the time of the Company Meeting or of the filing with the Canadian Securities Regulators (as applicable), contain any Misrepresentation; provided, however, that (1) the Company assumes no responsibility with respect to information supplied by or on behalf of Purchaser, Parent, any of its or their respective Subsidiaries or any of their respective Representatives for inclusion or incorporation by reference in the Company Circular and (2) Purchaser and Parent assume no responsibility with respect to information supplied by or on behalf of the Company, its affiliates that was provided by the Purchaser expressly Subsidiaries and its and their respective Representatives for inclusion or incorporation by reference in the Company Circular).
(ciii) The Company Circular shall (iA) include a written copy of the Fairness Opinion (and the Company shall provide an advance copy thereof to the Purchaser for its review and consideration); (ii) state that the Board has received the Fairness Opinion and unanimously determinedPurchaser, after receiving legal and financial advice, that the Investment is in the best interests of the Company and fair to the Company Shareholders (other than the Purchaser Parent and its affiliates) and that the Company Shareholders vote in favour of the Approval Resolution (the “Company Board Recommendation”); and (iii) include statements that each of the Locked-Up Shareholders has signed a Voting Agreement.
(d) The Purchaser shall provide to the Company all information regarding the Purchaser and its Affiliates as reasonably requested by the Company or as required by applicable Laws for inclusion in the Company Circular. The Purchaser shall ensure that any such information will not include any Misrepresentation including concerning the Purchaser and its Affiliates.
(e) The Purchaser and its legal counsel shall be given their respective Representatives with a reasonable opportunity to review and comment on drafts of the Company Circular and other documents and communications (including any notices or applications to the TSX) related documents to the Company Meeting prior to filing, furnishing or delivering such documents with or such communications to the applicable Governmental Authority and dissemination of such documents or communications to the Company Shareholders and any other Persons required by applicable Law to receive the Company Circular and such other documents and communications and (B) include in the Company Circular and such other documents and communications related documents being printed to the Company Meeting all comments reasonably and filed with the Governmental Authoritiespromptly proposed by Purchaser, and reasonable consideration shall be given to any comments made by the Purchaser Parent and its legal counsel; provided and their respective Representatives and the Company agrees that all information relating solely to the Purchaser, the Parent Parent, their respective Subsidiaries and its and their affiliates respective Representatives included in the Company Circular shall be in form and substance content satisfactory to the PurchaserParent, acting reasonably. The ; provided, that the Company shall provide the Purchaser not have such obligations with final copies of the respect to any Company Circular and other documents or communications pursuant to which a Change of Recommendation is made in accordance with Section 5.8.
(iv) If at any time prior to its mailing to the Company Shareholders.
(f) The Purchaser and Meeting, any information relating to the Parties, or any of their respective Subsidiaries or any of its or their respective Representatives, should be discovered by a Party, which information should be set forth in an amendment or supplement to the Company shall each promptly notify each other if at any time before the Closing Date either becomes aware Circular, so that the Company Circular contains a would not include any Misrepresentation, the Party that discovers such information shall as promptly as practicable following such discovery notify the other Party or that Parties (as the case may be) and after such notification the Company Circular otherwise requires shall, as and to the extent required by applicable Law, promptly (A) prepare (with the assistance of Purchaser and Parent) an amendment or supplement to the Company Circular and (B) thereafter, assuming Purchaser and Parent have satisfied their obligations set forth in Section 5.5(a), cause the Parties Company Circular as so amended or supplemented to be filed with the Canadian Securities Regulators and to be disseminated to the Company Shareholders and other Persons as required by applicable Law.
(v) Without limiting the generality of the provisions of Section 5.2, the Company shall co-operate in promptly notify Purchaser and Parent of the preparation receipt of any substantive comments from the TSX or the Canadian Securities Regulators with respect to the Company Circular and of any request by the TSX or the Canadian Securities Regulators for any amendment or supplement to the Company Circular as required or appropriatefor additional substantive information, and shall as promptly as practicable following receipt thereof provide Purchaser and Parent copies of all material and substantive correspondence between the Company and/or any of its Representatives and the TSX or the Canadian Securities Regulators with respect to the Company Circular, and provide Purchaser, Parent, and its and their respective Representatives a reasonable opportunity to participate in any substantive discussions or meetings with the TSX or the Canadian Securities Regulators (or portions of any such discussions or meetings that relate to the Company Circular); provided that the Company shall not have such obligations with respect to any Company Circular and other documents and communications relating to a Change of Recommendation made in accordance with Section 5.8. The Company, with the assistance of Purchaser and Parent, shall, subject to the requirements of Section 5.1(a)(iii) and assuming Purchaser and Parent has satisfied its obligations set forth in Section 5.5(a), (A) use its commercially reasonable efforts to promptly mail provide responses to the TSX or otherwise publicly disseminate the Canadian Securities Regulators with respect to any comments and received on the Company Circular by the TSX or the Canadian Securities Regulators and any requests by the TSX or the Canadian Securities Regulators for any amendment or supplement to the Company Circular or for additional information, and (B) cause the revised Company Circular to be mailed as promptly as practicable after the date the TSX or the Canadian Securities Regulators confirms the TSX or the Canadian Securities Regulators does not intend to review the preliminary Company Circular or advises that it has no further comments thereon or that the Company Shareholders and, if required by may commence mailing the Court or applicable Laws, file the same with the Governmental Authorities and as otherwise requiredCompany Circular.
Appears in 2 contracts
Sources: Subscription Agreement (Cronos Group Inc.), Subscription Agreement (Altria Group, Inc.)
Company Circular. (a) As promptly In a timely and expeditious manner so as reasonably practicable following to permit the date of this Agreement and in any event no later than September 5Company Meeting to be held on or before January 13, 2018 to registered Company Shareholders2023, the Company shall: (i) shall prepare the Company Circular Circular, provide Triple Flag with a reasonable opportunity to comment thereon, reasonably consider all comments provided thereon by Triple Flag, and subsequently file the Company Circular, together with any and all other documents required byby applicable Laws, in all jurisdictions where the Company Circular is required to be filed and mail the Company Circular, as ordered by the Interim Order and in compliance accordance with all applicable Laws, in and to all jurisdictions where the Company Circular is required to be mailed, complying in all material respects with, with all applicable Laws on the date of the mailing thereof; (ii) file thereof and in the Company Circular with all Canadian Securities Regulators in all jurisdictions where form and containing the same is information required to be filed and with the TSX; and (iii) send the Company Circular to the Company Shareholders as required under by all applicable Laws.
, including all applicable corporate and securities legislation and requirements, and not containing any misrepresentation (bas defined under applicable securities Laws) On the date of mailing thereofwith respect thereto, the Company shall ensure that the other than with respect to any information relating to and provided by Triple Flag. The Company Circular shall be complete and correct will include information in all material respects, shall not contain any Misrepresentation and shall contain sufficient detail to permit the Company Shareholders to form a reasoned judgment concerning the matters to be placed before them at the Company Meeting (except that Meeting, and to allow reliance upon the Company shall not be responsible for any information relating Section 3(a)(10) Exemption with respect to the Purchaser and its affiliates that was provided by issuance of 3(a)(10) Securities as part of completion of the Purchaser expressly for inclusion in Arrangement. Without limiting the Company Circular).
generality of the foregoing, the Circular will include: (ca) The Company Circular shall (i) include a written copy of the Fairness Opinion (Opinions received by the Company Board and the Company shall provide an advance copy thereof to the Purchaser for its review and consideration)Special Committee; (iib) state a statement that the Board Company Special Committee has received the Fairness Opinion and unanimously determinedunanimously, after receiving consulting with management of the Company and legal and financial adviceadvisors in evaluating the Arrangement, recommended that the Investment Company Board approve this Agreement and the Arrangement; (c) a statement that the Company Board, after consulting with outside legal counsel and financial advisors and receipt and review of a unanimous recommendation from the Company Special Committee, has unanimously determined that the Arrangement Resolution is in the best interests of the Company and fair to the Company Shareholders (other than the Purchaser and its affiliates) and unanimously recommends that the Company Shareholders vote their Company Common Shares in favour of the Approval Resolution (the “Company Board Recommendation”)Arrangement Resolution; and (iiid) include statements a statement that each officer and director of the Locked-Up Shareholders has signed a Voting Company intends to vote all of such person’s Company Common Shares in favour of the Arrangement Resolution, subject to the other terms of this Agreement.
(db) The Purchaser In a timely and expeditious manner, Triple Flag shall provide to the Company all information regarding the Purchaser and its Affiliates as may be reasonably requested by the Company so as to permit the Company Shareholders to make a reasoned judgment in respect of the Arrangement Resolution, or as required by the Interim Order or applicable Laws with respect to Triple Flag and Triple Flag Subsidiaries and their respective businesses and properties (including any pro forma financial statements) for inclusion in the Company Circular. The Purchaser shall ensure that any such information will not include any Misrepresentation including concerning the Purchaser and its Affiliates.
(e) The Purchaser and its legal counsel shall be given a reasonable opportunity to review and comment on the Company Circular and other related documents prior to the Company Circular and other related documents being printed and filed with the Governmental Authorities, and reasonable consideration shall be given to any comments made by the Purchaser and its legal counsel; provided that all information relating solely to the Purchaser, the Parent and their affiliates included or in the Company Circular shall be in form and substance satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with final copies of the Company Circular prior to its mailing to the Company Shareholders.
(f) The Purchaser and the Company shall each promptly notify each other if at any time before the Closing Date either becomes aware that the Company Circular contains a Misrepresentation, or that the Company Circular otherwise requires an amendment or supplement and the Parties shall co-operate in the preparation of any amendment or supplement to the Company Circular as required or appropriatethat complies in all material respects with all applicable Laws on the date of the mailing thereof.
(c) In a timely and expeditious manner and subject to providing Triple Flag with a reasonable opportunity to comment thereon, and the Company shall promptly mail prepare and file any mutually agreed (or as otherwise publicly disseminate any amendment required by applicable Laws or supplement to comply with the requirements of the Section 3(a)(10) Exemption) amendments or supplements to the Company Circular (which amendments or supplements shall be in a form satisfactory to the Company Shareholders andParties, if required by the Court or acting reasonably), complying in all material respects with all applicable Laws, file the same Laws (and in compliance with the Governmental Authorities and as otherwise requiredrequirements of the Section 3(a)(10) Exemption) on the date of the mailing thereof.
Appears in 2 contracts
Sources: Arrangement Agreement (Maverix Metals Inc.), Arrangement Agreement (Triple Flag Precious Metals Corp.)
Company Circular. (a) As promptly Subject to the Purchaser complying with Section 2.5(e), the Company will, in consultation with the Purchaser:
(i) as soon as reasonably practicable following after the date execution of this Agreement and in any event no later than September 5Agreement, 2018 to registered Company Shareholders, the Company shall: (i) promptly prepare the Company Circular together with any and all other documents required by, by the BCBCA and in compliance in all material respects with, all other applicable Laws on in connection with the date approval of the mailing thereofArrangement Resolution by the Company Shareholders at the Company Meeting; and
(ii) file as soon as reasonably practicable after the Company Circular with all Canadian Securities Regulators in all jurisdictions where issuance of the same is required to be filed and with the TSX; and (iii) send Interim Order, cause the Company Circular to be sent to the Company Shareholders in compliance with the accelerated timing contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and filed as required under all by the Interim Order and applicable Laws.
(b) On the date of mailing thereof, the The Company shall ensure that the Company Circular shall be complete and correct complies in all material respectsrespects with applicable Laws, shall and, without limiting the generality of the foregoing, that the Company 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 information furnished by the Purchaser) and shall contain will provide the Company Shareholders with information in sufficient detail to permit the Company Shareholders them to form a reasoned judgment judgement concerning the matters to be placed before them at the Company Meeting (except that the Company shall not be responsible for any information relating to the Purchaser and its affiliates that was provided by the Purchaser expressly for inclusion in the Company Circular)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 Company Circular and to the identification in the Company Circular of each such advisor.
(d) The Company and the Purchaser will cooperate in the preparation, filing and mailing of the Company Circular. The Company will provide the Purchaser and its legal counsel with a reasonable opportunity to review and comment on all drafts of the Company Circular and other documents related thereto prior to filing the Company Circular with applicable Governmental Authorities and printing and mailing the Company Circular to the Company Shareholders and will give reasonable consideration to such comments. All information relating solely to the Purchaser included in the Company Circular shall be provided by the Purchaser in accordance with Section 2.5(e) and shall be in form and content satisfactory to the Purchaser, acting reasonably, and the Company Circular will include: (i) include a written copy statement that the Special Committee has, after consulting with management of the Fairness Opinion (Company and the Company shall provide an advance copy thereof to the Purchaser for its review and consideration); (ii) state that the Board has received the Fairness Opinion and unanimously determined, after receiving legal and financial adviceadvisors in evaluating the Arrangement, unanimously determined that the Investment Share Consideration is fair to the Company Shareholders and that the Arrangement is in the best interests of the Company determined that the Arrangement is in the best interests of the Company; (ii) a statement that the Company Board has, after consulting with management of the Company and legal and financial advisors in evaluating the Arrangement, unanimously determined that the Share Consideration is fair to the Company Shareholders and that the Arrangement is in the best interests of the Company; (other than iii) the Purchaser and its affiliates) and unanimous recommendation of the Company Board that the Company Shareholders vote in favour of the Approval Arrangement Resolution and the rationale for that recommendation; (iv) a copy of the “Company Board Recommendation”)Fairness Opinions; and (iiiv) include statements a statement that each of the Locked-Up Supporting Company Shareholders has signed a Voting Company Support Agreement.
(d) The Purchaser shall provide , pursuant to which, and subject to the terms thereof, they have agreed to, among other things, vote their Company all information regarding Shares in favour of the Purchaser and its Affiliates as reasonably requested by the Company or as required by applicable Laws for inclusion in the Company Circular. The Purchaser shall ensure that any such information will not include any Misrepresentation including concerning the Purchaser and its AffiliatesArrangement Resolution.
(e) The Purchaser and its legal counsel shall be given will, in a reasonable opportunity to review and comment on timely manner, furnish the Company Circular and other related documents prior to the Company Circular and other related documents being printed and filed with the Governmental Authorities, and reasonable consideration shall be given to any comments made by all such information regarding the Purchaser and its legal counsel; provided that all information relating solely as may reasonably be required to the Purchaser, the Parent and their affiliates be included in the Company Circular pursuant to applicable Laws and any other documents related thereto, and shall be in form and substance satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with final copies of the Company Circular prior to its mailing to the Company Shareholdersensure that such information does not contain any misrepresentation.
(f) The Company shall keep the Purchaser fully informed in a timely manner of any requests or comments made by the Canadian securities regulatory authorities and/or the CSE in connection with the Company Circular.
(g) The Company and the Company shall Purchaser will each promptly notify each the other if at any time before the Closing Effective Date either 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) that the Company Circular or any other document referred to in Section 2.5(e) contains a Misrepresentation, any misrepresentation or that the Company Circular otherwise requires an any amendment or supplement and promptly deliver written notice to the Parties shall co-operate other Party setting out full particulars thereof. In any such event, the Company and the Purchaser will cooperate with each other in the preparation preparation, filing and dissemination of any required supplement or amendment or supplement to the Company Circular or such other document, as required or appropriatethe case may be, and any related news release or other document necessary or desirable in connection therewith.
(h) The Purchaser shall indemnify and save harmless the Company shall promptly mail and its Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company or otherwise publicly disseminate any amendment of its Representatives may be subject or supplement to 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 Company Circular to that was furnished by the Purchaser, its Affiliates and their respective Representatives acting on their behalf, in writing, for inclusion in the Company Shareholders andCircular, provided such information was accurately reflected in the Company Circular by the Company.
(i) The Company shall indemnify and save harmless the Purchaser and its Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Purchaser or any of its Representatives may be subject or which the Purchaser or any of its Representatives may suffer as a result of, or arising from, any misrepresentation contained in any information included in the Company Circular (other than information that was furnished by the Purchaser, its Affiliates and their respective Representatives acting on their behalf, in writing, for inclusion in the Company Circular, if required such information was accurately reflected in the Company Circular by the Court or applicable Laws, file the same with the Governmental Authorities and as otherwise requiredCompany).
Appears in 2 contracts
Sources: Arrangement Agreement, Arrangement Agreement
Company Circular. (a) As promptly as reasonably practicable following after the date execution and delivery of this Agreement and in any event no later than September 5, 2018 to registered Company ShareholdersAgreement, the Company shall: (i) prepare shall prepare, in consultation with the Acquiror, the Company Circular together with any and all other documents required by, and in compliance in all material respects with, all applicable Laws on the date of the mailing thereof; (ii) file the Company Circular with all Canadian Securities Regulators in all jurisdictions where the same is required to be filed and with the TSX; and (iii) send the Company Circular to the Company Shareholders as required under all applicable Laws.
(b) On the date of mailing thereof, the Company shall ensure that the Company Circular shall be complete and correct in all material respects, shall not contain any Misrepresentation and shall contain sufficient detail to permit the Company Shareholders to form a reasoned judgment concerning the matters to be placed before them at the Company Meeting (except that the Company shall not be responsible for any information relating to the Purchaser and its affiliates that was provided by the Purchaser expressly for inclusion in the Company Circular).
(c) The Company Circular shall (i) include a written copy of the Fairness Opinion (and the Company shall provide an advance copy thereof to the Purchaser for its review and consideration); (ii) state that the Board has received the Fairness Opinion and unanimously determined, after receiving legal and financial advice, that the Investment is in the best interests of the Company and fair to the Company Shareholders (other than the Purchaser and its affiliates) and that the Company Shareholders vote in favour of the Approval Resolution (the “Company Board Recommendation”); and (iii) include statements that each of the Locked-Up Shareholders has signed a Voting Agreement.
(d) The Purchaser shall provide to the Company all information regarding the Purchaser and its Affiliates as reasonably requested by the Company or as required by applicable Laws for inclusion in connection with the Company CircularMeeting. The Purchaser Company Circular and such other documents, together with any amendments thereto, shall ensure that any such information will not include any Misrepresentation including concerning be in form and substance satisfactory to Gerdau and the Purchaser Acquiror and their counsel, acting reasonably. The Company shall provide Gerdau and the Acquiror and its Affiliates.
(e) The Purchaser and its legal counsel shall be given representatives with a reasonable opportunity to review and comment on the Company Circular and such other related documents prior documents, including by providing on a timely basis a description of any information required to be supplied by Gerdau and the Company Circular and other related documents being printed and filed with the Governmental Authorities, and reasonable consideration shall be given to any comments made by the Purchaser and its legal counsel; provided that all information relating solely to the Purchaser, the Parent and their affiliates included Acquiror for inclusion in the Company Circular shall be in form and substance satisfactory pursuant to the PurchaserSection 2.4(b), acting reasonably. The Company shall provide the Purchaser with final copies of the Company Circular prior to its mailing to the Company ShareholdersShareholders and filing in accordance with the Interim Order and applicable Laws, and will accept and reflect in the Company Circular or Schedule 13E-3 all reasonable comments made by Gerdau and the Acquiror and its counsel with respect to any such information to be supplied by the Acquiror and Gerdau and included in the Company Circular or Schedule 13E-3. Except as provided in the immediately preceding sentence, Gerdau and Acquiror acknowledge that whether or not any comments by Gerdau, Acquiror and/or its counsel are appropriate or any revisions made as a result thereof to the Company Circular or the Schedule 13E-3 will be determined solely by the Company acting reasonably. For greater certainty, provided that Gerdau and the Acquiror agree that the Special Committee shall have sole discretion as to the content and reasons for its recommendation within the Company Circular.
(fb) The Purchaser Gerdau and the Acquiror will, in a timely manner, furnish the Company with any information as is reasonably requested by the Company or as may be required to be included in the Company Circular and the Schedule 13E-3 and any other filings required to be made by the Company under applicable Laws (including the description of lock-up agreements, if any, and their plans for the Company) in connection with the transactions contemplated by this Agreement. The Acquiror and Gerdau shall ensure that the information to be provided by them for inclusion in the Company Circular and Schedule 13E-3 does not, at the time of the mailing of the Company Circular and the filing of the Schedule 13E-3, respectively, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or that is necessary to make the statements contained therein not misleading in light of the circumstances under which they are made. The Acquiror shall pay all filings fees incurred in connection with the filing of the Schedule 13E-3.
(c) Subject to compliance with Section 2.4(b), as promptly as practicable after the issuance of the Interim Order, the Company will cause the Company Circular and such other documents to be sent to the Company Shareholders and filed with the appropriate Securities Authorities, in each case as required by applicable Laws and the Interim Order. The Company Circular shall include a description of the approval of Board and the Special Committee of the Arrangement, and the recommendation of the Board and the Special Committee that the Company Shareholders vote in favour of the Arrangement Resolution (unless such recommendation has been withdrawn, modified or amended in accordance with the terms of the Agreement), and will also include a copy of the Fairness Opinion and the Valuation.
(d) Each of the Parties shall promptly notify each other the others if at any time before the Closing Date either Effective Time it becomes aware that the Company Circular or the Schedule 13E-3 contains an untrue statement of a Misrepresentationmaterial fact or omits to state a material fact required to be stated therein or that is necessary to make the statements contained therein not misleading in light of the circumstances under which they are made, or that the Company Circular otherwise requires an amendment or supplement to the Company Circular, or the Schedule 13E-3, and 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 shall promptly mail or otherwise publicly disseminate any (which amendment or supplement will be mutually acceptable to the Company Circular to the Company Shareholders Parties, each acting reasonably) and, if required by applicable Law or by the Court or applicable LawsCourt, file will cause the same to be distributed to the Company Shareholders and/or filed with the Governmental applicable Securities Authorities.
(e) The Company shall ensure that the Company Circular and the Schedule 13E-3 (other than with respect to any information relating to and provided by Gerdau and the Acquiror) complies with the Interim Order and all applicable Laws and, without limiting the generality of the foregoing, that the Company Circular does not, at the time of mailing, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or that is necessary to make the statements contained therein not misleading in light of the circumstances under which they are made (other than with respect to any information relating to and provided by Gerdau or the Acquiror).
(f) Each of the Parties will promptly inform the others of any requests or comments made by Securities Authorities in connection with the Company Circular or the Schedule 13E-3. Each of the Parties will use its respective commercially reasonable efforts to resolve all requests or comments made by Securities Authorities with respect to the Company Circular, the Schedule 13E-3 and any other required filings under applicable Securities Laws as otherwise requiredpromptly as practicable after receipt thereof.
Appears in 1 contract
Sources: Arrangement Agreement (Gerdau S.A.)
Company Circular. (a) As promptly as reasonably practicable following after the date execution and delivery of this Agreement and in any event no later than September 5, 2018 to registered Company ShareholdersAgreement, the Company shall: (i) prepare shall prepare, in consultation with the Purchaser, the Company Circular and Schedule 13E-3, together with any and all other documents required byby applicable Laws in connection with the Company Meeting and the Arrangement, and in compliance in all material respects withwill, all applicable Laws on as promptly as practicable after the date issuance of the mailing thereof; (ii) Interim Order, file the Company Circular with all Canadian Securities Regulators in all jurisdictions where the same is required to be filed and Schedule 13E-3 with the TSX; and (iii) send appropriate Securities Authorities. The Company will promptly inform the Purchaser of any requests or comments made by Securities Authorities in connection with the Schedule 13E-3 or Company Circular Circular. Each of the Parties will use its respective commercially reasonable efforts to resolve all requests or comments made by Securities Authorities with respect to the Company Shareholders Circular, the Schedule 13E-3 and any other required filings under applicable Securities Laws as promptly as practicable after receipt thereof. As promptly as reasonably practicable, but subject to the foregoing, the Company will file the final Company Circular and revised Schedule 13E-3 with the appropriate Securities Authorities, as required under all by applicable Laws.
(b) On the date of mailing thereof, the The Company shall ensure that the Company Circular shall be complete and correct in all material respects, shall not contain any Misrepresentation and shall contain sufficient detail to permit the Company Shareholders to form a reasoned judgment concerning the matters to be placed before them at the Company Meeting (except that the Company shall not be responsible for any information relating to provide the Purchaser and its affiliates that was provided by the Purchaser expressly for inclusion in the Company Circular).
(c) The Company Circular shall (i) include a written copy of the Fairness Opinion (and the Company shall provide an advance copy thereof to the Purchaser for its review and consideration); (ii) state that the Board has received the Fairness Opinion and unanimously determined, after receiving legal and financial advice, that the Investment is in the best interests of the Company and fair to the Company Shareholders (other than the Purchaser and its affiliates) and that the Company Shareholders vote in favour of the Approval Resolution (the “Company Board Recommendation”); and (iii) include statements that each of the Locked-Up Shareholders has signed a Voting Agreement.
(d) The Purchaser shall provide to the Company all information regarding the Purchaser and its Affiliates as reasonably requested by the Company or as required by applicable Laws for inclusion in the Company Circular. The Purchaser shall ensure that any such information will not include any Misrepresentation including concerning the Purchaser and its Affiliates.
(e) The Purchaser and its legal counsel shall be given Representatives with a reasonable opportunity to review and comment on the Company Circular, the Schedule 13E-3 and such other documents, including by providing on a timely basis a description of any information required to be supplied by the Purchaser for inclusion in the Company Circular and other related documents or Schedule 13E-3 pursuant to Section 2.4(c), prior to any filing of the Company Circular and other related documents being printed Schedule 13E-3 and filed mailing of the Company Circular and in accordance with this Agreement, the Governmental AuthoritiesInterim Order and applicable Laws, and will accept all reasonable consideration shall be given to any comments made by the Purchaser and its outside legal counsel; provided that .
(c) The Purchaser will, in a timely manner, furnish in writing the Company with all such information relating solely regarding the Purchaser as is reasonably required to the Purchaser, the Parent and their affiliates be included in the Company Circular shall and Schedule 13E-3 and any other filings required to be made by the Company under applicable Laws or for the resolution of any comments from the SEC in form and substance satisfactory to connection with the Purchasertransactions contemplated by this Agreement.
(d) As promptly as practicable after the issuance of the Interim Order, acting reasonably. The the Company shall provide the Purchaser with final copies of will cause the Company Circular prior and such other documents to its mailing be sent to the Company Shareholders, as required by applicable Laws and the Interim Order, using commercially reasonable efforts so as to permit the Company Meeting to be held by the date specified in Section 2.5(a). The Company Circular shall include (i) a statement that the Special Committee has received the Financial Advisor Opinion and the Valuation (copies of which shall also be included in the Company Circular), (ii) subject to the terms of this Agreement, that the Board has received the unanimous recommendation of the Special Committee and that the Board (with any conflicted directors abstaining) and Special Committee have each unanimously determined (A) that the Arrangement is fair to the Public Shareholders, (B) that the Arrangement and the entering into of this Agreement is in the best interests of the Company and (C) that, after, among other things, receiving outside legal and financial advice in connection with evaluating the Arrangement, each of the Board (with any conflicted directors abstaining) and Special Committee unanimously recommends that the Company Shareholders vote in favour of the Arrangement Resolution (collectively, the “Board Recommendation”) and (iii) a statement that each of the directors and executive officers of the Company has entered into a voting agreement and, subject to the terms and conditions of such voting agreement, will vote all Common Shares beneficially owned by such person in favour of the Arrangement Resolution and against any resolution submitted by any other person that is inconsistent with the Arrangement.
(fe) The Purchaser and Each of the Company Parties shall each promptly notify each the other if at any time before the Closing Date either Effective Time it becomes aware that the Company Circular or Schedule 13E-3 contains a Misrepresentation, or that the Company Circular otherwise requires an amendment or supplement to the Company Circular or Schedule 13E-3, and 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 shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Company Shareholders and, if required by applicable Law or by the Court or applicable LawsCourt, file will cause the same to be distributed to the Company Shareholders and/or filed with the Governmental Authorities applicable Securities Authorities, as applicable.
(f) The Company shall ensure that the Company Circular complies with the Interim Order and as otherwise requiredthat the Company Circular and Schedule 13E-3 comply with all applicable Laws and, without limiting the generality of the foregoing, that the Company Circular and Schedule 13E-3 do not, at the time of mailing, contain any Misrepresentation (other than with respect to any information relating to and provided by the Purchaser). The Purchaser shall ensure that the information provided by it for inclusion in the Company Circular and Schedule 13E-3 does not, at the time of the mailing, contain any Misrepresentation. Notwithstanding the foregoing and for the avoidance of doubt, no covenant is made by the Company with respect to any of the information supplied by the Purchaser specifically for inclusion or incorporation by reference in the Company Circular or in the Schedule 13E-3.
Appears in 1 contract
Company Circular. (a) As promptly as reasonably practicable following the date of this Agreement and in any event no later than September 5, 2018 to registered Company ShareholdersAmendment Date, the Company shall: shall (i) prepare the Company Circular together with any and all other documents required byby applicable Laws, and in compliance in all material respects with, all applicable Laws on the date of the mailing thereof; (ii) file the Company Circular with all Canadian Securities Regulators in all jurisdictions where the same is required to be filed and with the TSX; filed, and (iii) send mail the Company Circular as required under applicable Laws and by the Interim Order (and the Company agrees to use reasonable efforts to cause the mailing date of the Company Circular to occur by the Company Shareholders as required under all applicable Lawsdate that is 30 days from the Amendment Date).
(b) On the date of mailing thereof, the Company shall ensure that the Company Circular shall be complete and correct complies in all material respects, shall not contain any Misrepresentation respects with all applicable Laws and the Interim Order and shall contain sufficient detail to permit the Company Shareholders Securityholders to form a reasoned judgment concerning the matters to be placed before them at the Company Meeting Meeting, and, without limiting the generality of the foregoing, shall take all reasonable steps to ensure that the Company Circular will not contain any misrepresentation (except that the Company shall not be responsible to Parent for any information relating to the Purchaser Parent and its affiliates that was affiliates, including in relation to the Parent Shares, provided by the Purchaser expressly Parent or its representatives in writing for inclusion in the Company Circular).
(c) The Company Circular shall (i) include a written copy state that, based on the unanimous recommendation of the Fairness Opinion (and the Company shall provide an advance copy thereof to the Purchaser for its review and consideration); (ii) state that Transaction Committee, the Board has received the Fairness Opinion and unanimously determined, after receiving legal and financial advice, determined that the Investment Arrangement is fair to the Company Shareholders and that the Arrangement and entry into this Agreement are in the best interests of the Company and fair to (ii) contain the recommendation of the Company Shareholders (other than the Purchaser and its affiliates) and Board to Company Securityholders that the Company Shareholders they vote in favour of the Approval Resolution (the “Company Board Recommendation”); and (iii) include statements that each of the Locked-Up Shareholders has signed a Voting AgreementArrangement Resolution.
(d) The Purchaser Parent shall provide to provide, on a timely basis, the Company with all information regarding Parent, its affiliates and the Purchaser and its Affiliates as reasonably requested by the Company or Parent Shares, as required by the Interim Order or applicable Laws for inclusion in the Company Circular or in any amendments or supplements to such Company Circular. The Purchaser Parent 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. Parent shall take all reasonable steps to ensure that any such information will does not include any Misrepresentation including misrepresentation concerning the Purchaser Parent and its Affiliatesaffiliates, including in relation to the Parent Shares.
(e) The Purchaser Company and Parent each acknowledge the importance of consistency across all public documents and, in that context, Parent and its legal counsel shall be given a reasonable opportunity to review and comment on the Company Circular (and other related documents any amendment to the Company Circular) prior to the Company Circular and other related documents being printed and and/or filed with the any Governmental AuthoritiesEntity, and reasonable consideration shall be given to any comments made by the Purchaser Parent and its legal counsel; provided that all information relating solely to the Purchaser, the Parent and their affiliates included in the Company Circular shall be in form and substance satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser Parent with final copies of the Company Circular prior to its the mailing to the Company ShareholdersSecurityholders.
(f) The Purchaser Company and the Company Parent shall each promptly notify each the other if at any time before the Closing Effective Date either becomes aware that the Company Circular contains a Misrepresentationmisrepresentation, or that the Company Circular otherwise requires an amendment or supplement 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 promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Company Shareholders Securityholders and, if required by the Court or applicable Laws, file the same with the any Governmental Authorities Entity and as otherwise required.
(g) The Company shall mail or publicly disseminate an amendment or supplement to the Company Circular in connection with any new or updated information which, in the reasonable judgment of the Company Board or the Transaction Committee, should be made available to the Company Securityholders prior to the date of the Company Meeting. Prior to any dissemination of any such amendment or supplement to the Company Circular, Parent and its legal counsel shall be given a reasonable opportunity to review and comment thereon and reasonable consideration shall be given by the Company to any comments made by Parent and its legal counsel.
Appears in 1 contract
Company Circular.
(a) As Subject to the Purchaser’s compliance with Section 2.4(d), the Company shall (i) as promptly as reasonably practicable following the date execution of this Agreement and in any event no later than September 5Agreement, 2018 to registered Company Shareholders, the Company shall: (i) prepare the Company Circular together with any and all other documents required by, and in compliance in all material respects with, all by applicable Laws on in connection with the date of the mailing thereof; Company Meeting and (ii) as promptly as reasonably practicable after obtaining the Interim Order, file the Company Circular with all Canadian Securities Regulators in all jurisdictions where the same is required to be filed and with the TSX; and (iii) send mail the Company Circular to the each Company Shareholders Shareholder and any other Person as required under all applicable LawsLaws and by the Interim Order, in each case, using commercially reasonable efforts so as to permit the Company Meeting to be held by the date specified in Section 2.3(a).
(b) On the date of mailing thereof, the Company shall ensure that the Company Circular shall be complete and correct complies in all material respects, shall not contain any Misrepresentation respects with all applicable Laws and the Interim Order and shall contain sufficient detail to permit the Company Shareholders to form a reasoned judgment concerning the matters to be placed before them at the Company Meeting Meeting, and, without limiting the generality of the foregoing, shall ensure that the Company Circular will 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 provided by the Purchaser expressly for inclusion in the Company CircularCircular pursuant to Section 2.4(d)).
(c) The Company Circular shall shall: (i) include a written copy of the Fairness Opinion (and the Company shall provide an advance copy thereof to the Purchaser for its review and consideration)Opinions; (ii) state that the Company Board has and the Independent Directors have received the Fairness Opinion Opinions, and have unanimously determined, after receiving legal and financial advice, that the Investment Arrangement is fair to the Company Shareholders and that the Arrangement is in the best interests of the Company; (iii) contain the unanimous recommendation of the Company and fair Board to the Company Shareholders (other than the Purchaser and its affiliates) and that the Company Shareholders they vote in favour of the Approval Arrangement Resolution (the “Company Board Recommendation”); and (iiiiv) include statements that each of the Locked-Up Shareholders has signed a Voting Agreement.
(d) The Purchaser shall provide , pursuant to which, and subject to the terms thereof, they have agreed to, among other things, vote their Company all information regarding Shares in favour of the Purchaser Arrangement Resolution and its Affiliates as reasonably requested against any resolutions submitted by the any Company or as required by applicable Laws for inclusion in the Company Circular. The Purchaser shall ensure Shareholder that any such information will not include any Misrepresentation including concerning the Purchaser and its Affiliates.
(e) The Purchaser and its legal counsel shall be given a reasonable opportunity to review and comment on the Company Circular and other related documents prior to the Company Circular and other related documents being printed and filed is inconsistent with the Governmental Authorities, and reasonable consideration shall be given to any comments made by the Purchaser and its legal counsel; provided that all information relating solely to the Purchaser, the Parent and their affiliates included in the Company Circular shall be in form and substance satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with final copies of the Company Circular prior to its mailing to the Company Shareholders.
(f) The Purchaser and the Company shall each promptly notify each other if at any time before the Closing Date either becomes aware that the Company Circular contains a Misrepresentation, or that the Company Circular otherwise requires an amendment or supplement 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 promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Company Shareholders and, if required by the Court or applicable Laws, file the same with the Governmental Authorities and as otherwise required.Arrangement;
Appears in 1 contract
Sources: Arrangement Agreement
Company Circular. (a) As promptly Subject to the Purchaser complying with Section 2.5(e), the Company will, in consultation with the Purchaser:
(i) as soon as reasonably practicable following after the date execution of this Agreement and in any event no later than September 5Agreement, 2018 to registered Company Shareholders, the Company shall: (i) promptly prepare the Company Circular together with any and all other documents required by, by the BCBCA and in compliance in all material respects with, all other applicable Laws on in connection with the date approval of the mailing thereofArrangement Resolution by the Company Shareholders at the Company Meeting; and
(ii) file as soon as reasonably practicable after the Company Circular with all Canadian Securities Regulators in all jurisdictions where issuance of the same is required to be filed and with the TSX; and (iii) send Interim Order, cause the Company Circular to be sent to the Company Shareholders in compliance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and filed as required under all by the Interim Order and applicable Laws.
(b) On the date of mailing thereof, the The Company shall ensure that the Company Circular shall be complete and correct complies in all material respectsrespects with applicable Laws, shall and, without limiting the generality of the foregoing, that the Company 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 information furnished by the Purchaser) and shall contain will provide the Company Shareholders with information in sufficient detail to permit the Company Shareholders them to form a reasoned judgment judgement concerning the matters to be placed before them at the Company Meeting (except that the Company shall not be responsible for any information relating to the Purchaser and its affiliates that was provided by the Purchaser expressly for inclusion in the Company Circular)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 Company Circular and to the identification in the Company Circular of each such advisor.
(d) The Company and the Purchaser will cooperate in the preparation, filing and mailing of the Company Circular. The Company will provide the Purchaser and its legal counsel with a reasonable opportunity to review and comment on all drafts of the Company Circular and other documents related thereto prior to filing the Company Circular with applicable Governmental Authorities and printing and mailing the Company Circular to the Company Shareholders and will give reasonable consideration to such comments. All information relating solely to the Purchaser included in the Company Circular shall be provided by the Purchaser in accordance with Section 2.5(e) and shall be in form and content satisfactory to the Purchaser, acting reasonably, and the Company Circular will include: (i) include a written copy of the Fairness Opinion (and the Company shall provide an advance copy thereof to the Purchaser for its review and consideration); (ii) state statement that the Board has received the Fairness Opinion and unanimously determinedSpecial Committee has, after receiving consulting legal and financial adviceadvisors in evaluating the Arrangement, unanimously determined that that the Investment Share Consideration is fair to the Company Shareholders and that the Arrangement is in the best interests of the Company and unanimously recommended that the Company Board approve this Agreement and the Arrangement and that the Board recommend that Company Shareholders vote in favour of the Arrangement Resolution; (ii) a statement that the Company Board has, after consulting legal and financial advisors in evaluating the Arrangement, unanimously determined that the Share Consideration is fair to the Company Shareholders and that the Arrangement is in the best interests of the Company; (other than iii) the Purchaser and its affiliates) and unanimous recommendation of the Company Board that the Company Shareholders vote in favour of the Approval Arrangement Resolution and the rationale for that recommendation; (iv) a copy of the “Company Board Recommendation”)Fairness Opinion; and (iiiv) include statements a statement that each of the Locked-Up Supporting Company Shareholders has signed a Voting Company Support Agreement.
(d) The Purchaser shall provide , pursuant to which, and subject to the terms thereof, they have agreed to, among other things, vote their Company all information regarding Shares in favour of the Purchaser and its Affiliates as reasonably requested by the Company or as required by applicable Laws for inclusion in the Company Circular. The Purchaser shall ensure that any such information will not include any Misrepresentation including concerning the Purchaser and its AffiliatesArrangement Resolution.
(e) The Purchaser and its legal counsel shall be given will, in a reasonable opportunity to review and comment on timely manner, furnish the Company Circular and other related documents prior to the Company Circular and other related documents being printed and filed with the Governmental Authorities, and reasonable consideration shall be given to any comments made by all such information regarding the Purchaser and its legal counsel; provided that all information relating solely as may reasonably be required to the Purchaser, the Parent and their affiliates be included in the Company Circular pursuant to applicable Laws and any other documents related thereto, and shall be in form and substance satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with final copies of the Company Circular prior to its mailing to the Company Shareholdersensure that such information does not contain any misrepresentation.
(f) The Company shall keep the Purchaser fully informed in a timely manner of any requests or comments made by the Canadian securities regulatory authorities and/or the TSXV in connection with the Company Circular.
(g) The Company and the Company shall Purchaser will each promptly notify each the other if at any time before the Closing Effective Date either 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) that the Company Circular or any other document referred to in Section 2.5(e) contains a Misrepresentation, any misrepresentation or that the Company Circular otherwise requires an any amendment or supplement and promptly deliver written notice to the Parties shall co-operate other Party setting out full particulars thereof. In any such event, the Company and the Purchaser will cooperate with each other in the preparation preparation, filing and dissemination of any required supplement or amendment or supplement to the Company Circular or such other document, as required or appropriatethe case may be, and the Company shall promptly mail any related news release or otherwise publicly disseminate any amendment other document necessary or supplement to the Company Circular to the Company Shareholders and, if required by the Court or applicable Laws, file the same with the Governmental Authorities and as otherwise requireddesirable in connection therewith.
Appears in 1 contract
Company Circular. (a) As promptly as reasonably practicable following the date execution of this Agreement and Agreement, but in any event no later than September 5in sufficient time to hold the Company Meeting in accordance with the timing contemplated by Section 2.4(a), 2018 to registered Company Shareholdersprovided that Hudbay has furnished the information required under Section 2.5(c), the Company shall: shall (i) prepare prepare, in consultation with Hudbay, the Company Circular together with any and all other documents required byby applicable Laws, and in compliance in all material respects with, all applicable Laws on the date of the mailing thereof; (ii) file the Company Circular with all Canadian Securities Regulators in all jurisdictions where the same is required to be filed and with the TSX; filed, and (iii) send mail the Company Circular to the Company Shareholders as required under all applicable Laws.
(b) Laws and by the Interim Order. On the date of mailing thereof, the Company shall ensure that the Company Circular shall be complete and correct comply in all material respectsrespects with all applicable Laws and the Interim Order, shall not contain any Misrepresentation and shall contain sufficient detail to permit the Company Shareholders to form a reasoned judgment judgement concerning the matters to be placed before them at the Company Meeting and, without limiting the generality of the foregoing, that the Company Circular will not contain any Misrepresentation (except that the Company shall not be responsible for any information relating to the Purchaser Hudbay and its affiliates that was provided by affiliates, including the Purchaser expressly for inclusion Hudbay Shares).
(b) The Company Circular shall include (i) unless the Company Board has made a Change in Recommendation in accordance with the terms of this Agreement, the Company Board Recommendation; (ii) a summary and copy of the Fairness Opinions; (iii) a statement that, subject to the terms of this Agreement and the Company Voting Agreements, each Company Locked-up Shareholder has agreed in the Company Circular)Voting Agreements to vote all such Person's securities in favour of the Arrangement Resolution and against any other matter that is inconsistent with the Arrangement Resolution; (iv) all information that, in the reasonable judgment of the Parties and 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 the Plan of Arrangement and with respect to the Replacement Warrants resulting in accordance with the terms of the Company Warrants upon the effectiveness of the Arrangement; and (v) such other information (including a description of legal requirements for exercise) that, in the reasonable judgement of the Parties and their outside legal counsel, is necessary or desirable in order to address U.S. Securities Laws matters applicable to an exercise Company Warrants following the Effective Time.
(c) The Company Circular shall (i) include a written copy of the Fairness Opinion (and the Company shall provide an advance copy thereof to the Purchaser for its review and consideration); (ii) state that the Board has received the Fairness Opinion and unanimously determined, after receiving legal and financial advice, that the Investment is in the best interests of the Company and fair to the Company Shareholders (other than the Purchaser and its affiliates) and that the Company Shareholders vote in favour of the Approval Resolution (the “Company Board Recommendation”); and (iii) include statements that each of the Locked-Up Shareholders has signed a Voting Agreement.
(d) The Purchaser Hudbay shall provide to the Company on a timely basis all information regarding Hudbay, its affiliates and the Purchaser and its Affiliates Hudbay Shares as is reasonably requested by the Company or as required by the Interim Order or applicable Laws for inclusion in the Company Circular or in any amendments or supplements to the Company Circular. The Purchaser Hudbay shall also use commercially reasonable efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Company Circular and to the identification of each such advisor. Hudbay shall ensure that any such information will does not include any Misrepresentation including concerning the Purchaser and its AffiliatesMisrepresentation.
(ed) The Purchaser Hudbay and its legal counsel shall be given a reasonable opportunity to review and comment on the Company Circular and other related documents prior to the Company Circular and other related documents being printed and filed with the any Governmental AuthoritiesEntity, and reasonable consideration shall be given to any comments made by the Purchaser Hudbay and its legal counsel; , provided that all information relating solely to Hudbay, its affiliates and the Purchaser, the Parent and their affiliates Hudbay Shares included in the Company Circular shall be in form and substance content satisfactory to the PurchaserHudbay, acting reasonably. The Company shall provide the Purchaser with final copies of the Company Circular prior to its mailing to the Company Shareholders.
(fe) The Purchaser Company and the Company Hudbay shall each promptly notify each other if at any time before the Closing Date Company Meeting either becomes aware that the Company Circular contains a Misrepresentation, or that the Company Circular otherwise requires an amendment or supplement 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 promptly mail or otherwise publicly disseminate any such amendment or supplement to the Company Circular to the Company Shareholders and, if required by the Court or applicable Laws, file the same with the Governmental Canadian Securities Authorities and as otherwise required.
(f) The Company will promptly inform ▇▇▇▇▇▇ of any requests or comments made by Governmental Entities in connection with the Company Circular, and will allow Hudbay and its Representatives an opportunity to comment on any response materials (and give reasonable consideration to any such comments) and to participate in any meetings with Governmental Entities.
Appears in 1 contract
Company Circular. (a) As Subject to the Purchaser’s compliance with Section 2.4(d), the Company shall (i) as promptly as reasonably practicable following the date execution of this Agreement and in any event no later than September 5Agreement, 2018 to registered Company Shareholders, the Company shall: (i) prepare the Company Circular together with any and all other documents required by, and in compliance in all material respects with, all by applicable Laws on in connection with the date of the mailing thereof; Company Meeting and (ii) as promptly as reasonably practicable after obtaining the Interim Order, file the Company Circular with all Canadian Securities Regulators in all jurisdictions where the same is required to be filed and with the TSX; and (iii) send mail the Company Circular to the each Company Shareholders Shareholder and any other Person as required under all applicable LawsLaws and by the Interim Order, in each case, using commercially reasonable efforts so as to permit the Company Meeting to be held by the date specified in Section 2.3(a).
(b) On the date of mailing thereof, the Company shall ensure that the Company Circular shall be complete and correct complies in all material respects, shall not contain any Misrepresentation respects with all applicable Laws and shall contain the Interim Order and contains sufficient detail to permit the Company Shareholders to form a reasoned judgment concerning the matters to be placed before them at the Company Meeting Meeting, and, without limiting the generality of the foregoing, shall ensure that the Company Circular 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 provided by the Purchaser expressly for inclusion in the Company CircularCircular pursuant to Section 2.4(d) in the form in which it was provided for inclusion).
(c) The Company Circular shall shall: (i) include a written copy of the Fairness Opinion (and the Company shall provide an advance copy thereof to the Purchaser for its review and consideration)Opinion; (ii) state that the Board has Special Committee and the Independent Directors have received the Fairness Opinion Opinion, and have unanimously determined, after receiving legal and financial advice, that the Investment Consideration is fair to the Company Shareholders and that the Arrangement is in the best interests of the Company and fair Company; (iii) contain the unanimous recommendation of the Independent Directors to the Company Shareholders (other than the Purchaser and its affiliates) and that the Company Shareholders they vote in favour of the Approval Arrangement Resolution (the “Company Board Recommendation”); and (iiiiv) include statements that each of the Locked-Up Shareholders has signed a Voting Agreement, pursuant to which, and subject to the terms thereof, they have agreed to, among other things, vote their Company Shares in favour of the Arrangement Resolution and against any resolutions submitted by any Company Shareholder that is inconsistent with the Arrangement; (v) include detailed disclosure in the proxy circular 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 in to the Company Meeting; and (vi) include information on how Company Shareholders and proxyholders can vote electronically at the Company Meeting and any limitations on the ability to ask questions.
(d) The Purchaser shall provide to the Company Company, on a timely basis, with all information regarding the Purchaser and its Affiliates affiliates as reasonably requested by the Company or as required by under applicable Laws for inclusion in the Company Circular or in any amendments or supplements to the Company Circular. The Purchaser shall ensure that any such information will does not include any Misrepresentation including misrepresentation concerning the Purchaser or its affiliates. The Company shall also use its commercially reasonable efforts to obtain any necessary consents from its auditors and its Affiliatesany other advisors to the use of any financial, technical or other expert information required to be included (including through incorporation by reference) in the Company Circular and to the identification in the Company Circular of each such advisor.
(e) 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 prior to the Company Circular and other related documents being printed and filed with the any Governmental AuthoritiesEntity, and reasonable consideration shall be given to any comments made by the Purchaser and its legal counsel; , provided that all information relating solely to the Purchaser, the Parent Purchaser and their its affiliates included in the Company Circular shall be in form and substance satisfactory to content approved in writing by the Purchaser, acting reasonably, and for greater certainty the Company Circular shall not be printed or filed with any Governmental Entity without such approval. The Company shall provide the Purchaser with final copies of the Company Circular prior to its the mailing to the Company Shareholders.
(f) 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 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 Company Circular that was furnished by the Purchaser, its affiliates and their respective Representatives acting on their behalf, in writing, for inclusion in the Company Circular and such information was accurately reflected in the Company Circular by the Company.
(g) The Company and the Company Purchaser shall each promptly notify each the other if at any time before the Closing Effective Date either becomes aware that the Company Circular contains a Misrepresentationmisrepresentation, or that the Company Circular otherwise requires an amendment or supplement 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 promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Company Shareholders and, if required by the Court or applicable Laws, file the same with the any Governmental Authorities Entity and as otherwise required.
Appears in 1 contract
Sources: Arrangement Agreement
Company Circular. (a) As promptly as reasonably practicable following Subject to Acquiror's compliance with Section 2.6(c) and receipt of the date of this Agreement and in any event no later than September 5, 2018 consents referred to registered Company Shareholderstherein, the Company shall: (i) shall prepare the Company Circular in compliance with applicable Securities Laws together with any and all other documents required by, and in compliance in all material respects with, all by applicable Laws on the date of the mailing thereof; (ii) and file the Company Circular as soon as practicable, and in sufficient time to permit the Company Meeting to be held in accordance with all Canadian Securities Regulators Section 2.5(a) (as such date may be extended by such provision), in all jurisdictions where the same is required to be filed and with mail or otherwise deliver the TSX; and (iii) send the Company Circular to the Company Shareholders same as required under by the Interim Order and in accordance with all applicable Laws, in all jurisdictions where the same is required, complying in all material respects with all applicable Laws in respect thereof.
(b) On the date of mailing thereof, the The Company shall ensure that the Company Circular shall be complete and correct complies in all material respectsrespects with all applicable Laws and the Interim Order, shall and, without limiting the generality of the foregoing, that the Company Circular 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 information relating to Acquiror and its affiliates) and shall contain provide the Company Securityholders with information in sufficient detail to permit the Company Shareholders them to form a reasoned judgment concerning the matters to be placed before them at the Company Meeting (except that Meeting. Subject to Section 7.2, the Company shall not be responsible for Circular will include the Company Board Recommendation, and a statement that each director and senior officer of the Company intends to vote all of such director's and senior officer's Company Shares and, if required, all Company Incentive Awards entitled to vote, including any information relating Company Shares issued upon the exercise of such Company Incentive Award, as applicable, in favour of the Arrangement Resolution, subject to the Purchaser other terms of this Agreement and its affiliates that was provided by the Purchaser expressly for inclusion in the Company Circular)Voting Agreements.
(c) The Acquiror will furnish to the Company on a timely basis all such information regarding Acquiror, its affiliates and the Consideration Shares, as may be reasonably required by the Company (including, as required by item 14.2 of Form 51-102F5, including any pro forma financial statements and other information relating to Acquiror) in the preparation of the Company Circular and other documents related thereto. Acquiror shall also use commercially reasonable efforts to obtain any necessary consents from Qualified Persons and its auditors to the use of any financial or technical information required to be included in the Company Circular. Acquiror shall ensure that (i) no such information will include any untrue statement of a written copy 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 Acquiror not misleading in light of the Fairness Opinion (circumstances in which it is disclosed and the Company shall provide an advance copy thereof to the Purchaser for its review and consideration); (ii) state that the Board has received the Fairness Opinion such information constitutes full, true and unanimously determined, after receiving legal and financial advice, that the Investment is in the best interests plain disclosure of the Company and fair to the Company Shareholders (other than the Purchaser all material facts concerning Acquiror and its affiliates) and that the Company Shareholders vote in favour of the Approval Resolution (the “Company Board Recommendation”); and (iii) include statements that each of the Locked-Up Shareholders has signed a Voting Agreementsecurities.
(d) The Purchaser shall provide to the Company all information regarding the Purchaser and its Affiliates as reasonably requested by the Company or as required by applicable Laws for inclusion in the Company Circular. The Purchaser shall ensure that any such information will not include any Misrepresentation including concerning the Purchaser and its Affiliates.
(e) The Purchaser Acquiror and its legal counsel shall be given a reasonable opportunity to review and comment on the Company Circular and other related documents Circular, prior to the Company Circular and other related documents being printed and mailed to the Company Securityholders and filed with the Governmental Securities Authorities, and reasonable consideration shall be given to any comments made by the Purchaser Acquiror and its legal counsel; , provided that all information relating solely to the Purchaser, the Parent and their affiliates Acquiror included in the Company Circular shall be in form and substance content satisfactory to the PurchaserAcquiror, acting reasonably. The Company shall provide the Purchaser Acquiror with a final copies copy of the Company Circular prior to its mailing to the Company ShareholdersSecurityholders.
(fe) The Purchaser Company and the Company Acquiror shall each promptly notify each the other if at any time before the Closing Effective Date either it becomes aware (in the case of the Company only with respect to the Company and in the case of Acquiror only with respect to Acquiror) that the Company Circular contains an untrue statement of a Misrepresentationmaterial 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 the Company Circular 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 Circular, as required or appropriate, and the Company shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Company Shareholders Securityholders and, if required by the Court or applicable Laws, file the same with the Governmental Securities Authorities and as otherwise required.
(f) Company shall keep Acquiror informed of any requests or comments made by Securities Authorities in connection with the Company Circular.
Appears in 1 contract
Company Circular. (a) As promptly Subject to the Purchaser complying with Section 2.5(e), the Company will, in consultation with the Purchaser:
(i) as soon as reasonably practicable following after the date execution of this Agreement and in any event no later than September 5Agreement, 2018 to registered Company Shareholders, the Company shall: (i) promptly prepare the Company Circular together with any and all other documents required by, by the BCBCA and in compliance in all material respects with, all other applicable Laws on in connection with the date approval of the mailing thereofArrangement Resolution by the Company Securityholders at the Company Meeting; and
(ii) file as soon as reasonably practicable after the Company Circular with all Canadian Securities Regulators in all jurisdictions where issuance of the same is required to be filed and with the TSX; and (iii) send Interim Order, cause the Company Circular to be sent to the Company Shareholders Securityholders in compliance with the accelerated timing contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and filed as required under all by the Interim Order and applicable Laws.
(b) On the date of mailing thereof, the The Company shall ensure that the Company Circular shall be complete and correct complies in all material respectsrespects with applicable Laws, shall and, without limiting the generality of the foregoing, that the Company 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 information furnished by the Purchaser) and shall contain will provide the Company Securityholders with information in sufficient detail to permit the Company Shareholders them to form a reasoned judgment judgement concerning the matters to be placed before them at the Company Meeting (except that the Company shall not be responsible for any information relating to the Purchaser and its affiliates that was provided by the Purchaser expressly for inclusion in the Company Circular)Meeting.
(c) The Company Circular shall (i) include a written copy use commercially reasonable efforts to obtain any necessary consents from its auditor and any other experts or advisors to the use of the Fairness Opinion (and any financial, technical or other expert information required to be included in the Company shall provide an advance copy thereof Circular and to the Purchaser for its review and consideration); (ii) state that the Board has received the Fairness Opinion and unanimously determined, after receiving legal and financial advice, that the Investment is identification in the best interests Company Circular of the Company and fair to the Company Shareholders (other than the Purchaser and its affiliates) and that the Company Shareholders vote in favour of the Approval Resolution (the “Company Board Recommendation”); and (iii) include statements that each of the Locked-Up Shareholders has signed a Voting Agreementsuch advisor.
(d) The Purchaser shall provide to the Company all information regarding and the Purchaser will cooperate in the preparation, filing and its Affiliates as reasonably requested by the Company or as required by applicable Laws for inclusion in mailing of the Company Circular. The Purchaser shall ensure that any such information Company will not include any Misrepresentation including concerning provide the Purchaser and its Affiliates.
(e) The Purchaser and its legal counsel shall be given with a reasonable opportunity to review and comment on all drafts of the Company Circular and other documents related documents thereto prior to filing the Company Circular with applicable Governmental Authorities and printing and mailing the Company Circular to the Company Circular Securityholders and other related documents being printed and filed with the Governmental Authorities, and will give reasonable consideration shall be given to any comments made by the Purchaser and its legal counsel; provided that all such comments. All information relating solely to the Purchaser, the Parent and their affiliates Purchaser included in the Company Circular shall be provided by the Purchaser in accordance with Section 2.5(e) and shall be in form and substance content satisfactory to the Purchaser, acting reasonably. The , and the Company shall provide Circular will include: (i) a statement that the Purchaser Company Special Committee has unanimously, after consulting with final management of the Company and legal and financial advisors in evaluating the Arrangement, recommended that the Company Board approve this Agreement and the Arrangement; (ii) a statement that the Company Board has unanimously, after consulting with management of the Company and legal and financial advisors in evaluating the Arrangement, determined that the Arrangement is in the best interests of the Company; (iii) the unanimous recommendation of the Company Board that the Company Securityholders vote in favour of the Arrangement Resolution and the rationale for that recommendation; (iv) copies of the TD Fairness Opinion and the Paradigm Fairness Opinion; and (v) a statement that each of the Supporting Company Shareholders has signed a Company Support Agreement, pursuant to which, and subject to the terms thereof, they have agreed to, among other things, vote their Company Shares, Company Options and Company RSUs in favour of the Arrangement Resolution.
(e) The Purchaser will, in a timely manner, furnish the Company with all such information regarding the Purchaser as may be required to be included in the Company Circular prior pursuant to its mailing to the Company Shareholdersapplicable Laws and any other documents related thereto, and shall ensure that such information does not contain any misrepresentation.
(f) The Company shall keep the Purchaser fully informed in a timely manner of any requests or comments made by the Canadian securities regulatory authorities, the TSX and/or NYSE American with the Company Circular.
(g) The Company and the Company shall Purchaser will each promptly notify each the other if at any time before the Closing Effective Date either 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) that the Company Circular or any other document referred to in Section 2.5(e) contains a Misrepresentation, any misrepresentation or that the Company Circular otherwise requires an any amendment or supplement and promptly deliver written notice to the Parties shall co-operate other Party setting out full particulars thereof. In any such event, the Company and the Purchaser will cooperate with each other in the preparation preparation, filing and dissemination of any required supplement or amendment or supplement to the Company Circular or such other document, as required or appropriatethe case may be, and the Company shall promptly mail any related news release or otherwise publicly disseminate any amendment other document necessary or supplement to the Company Circular to the Company Shareholders and, if required by the Court or applicable Laws, file the same with the Governmental Authorities and as otherwise requireddesirable in connection therewith.
Appears in 1 contract
Sources: Arrangement Agreement (Gold Standard Ventures Corp.)
Company Circular. (a) As promptly Subject to the Purchaser complying with Section 2.5(e), the Company will, in consultation with the Purchaser:
(i) as soon as reasonably practicable following after the date execution of this Agreement and in any event no later than September 5Agreement, 2018 to registered Company Shareholders, the Company shall: (i) promptly prepare the Company Circular together with any and all other documents required by, by the OBCA and in compliance in all material respects with, all other applicable Laws on in connection with the date approval of the mailing thereofArrangement Resolution by the Company Shareholders at the Company Meeting; and
(ii) file as soon as reasonably practicable after the Company Circular with all Canadian Securities Regulators in all jurisdictions where issuance of the same is required to be filed and with the TSX; and (iii) send Interim Order, cause the Company Circular to be sent to the Company Shareholders in compliance with the accelerated timing contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and filed as required under all by the Interim Order and applicable Laws.
(b) On the date of mailing thereof, the The Company shall ensure that the Company Circular shall be complete and correct complies in all material respectsrespects with applicable Laws, shall and, without limiting the generality of the foregoing, that the Company 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 information furnished by the Purchaser) and shall contain will provide the Company Shareholders with information in sufficient detail to permit the Company Shareholders them to form a reasoned judgment judgement concerning the matters to be placed before them at the Company Meeting (except that the Company shall not be responsible for any information relating to the Purchaser and its affiliates that was provided by the Purchaser expressly for inclusion in the Company Circular)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 Company Circular and the Purchaser Circular and to the identification in the Company Circular and the Purchaser Circular of each such advisor.
(d) The Company and the Purchaser will cooperate in the preparation, filing and mailing of the Company Circular. The Company will provide the Purchaser and its legal counsel with a reasonable opportunity to review and comment on all drafts of the Company Circular and other documents related thereto prior to filing the Company Circular with applicable Governmental Authorities and printing and mailing the Company Circular to the Company Shareholders and will give reasonable consideration to such comments. All information relating solely to the Purchaser included in the Company Circular shall be provided by the Purchaser in accordance with Section 2.5(e) and shall be in form and content satisfactory to the Purchaser, acting reasonably, and the Company Circular will include: (i) include a written copy statement that the Company Board has unanimously, after consulting with management of the Fairness Opinion (Company and the Company shall provide an advance copy thereof to the Purchaser for its review and consideration); (ii) state that the Board has received the Fairness Opinion and unanimously determined, after receiving legal and financial adviceadvisors in evaluating the Arrangement, determined that the Investment Arrangement is in the best interests of the Company and fair to Company; (ii) the unanimous recommendation of the Company Shareholders (other than the Purchaser and its affiliates) and Board that the Company Shareholders vote in favour of the Approval Arrangement Resolution and the rationale for that recommendation; (iii) copies of the “Company Board Recommendation”)Financial Advisor Opinions; and (iiiiv) include statements a statement that each of the Locked-Up Supporting Company Shareholders has signed a Voting Company Support Agreement.
(d) The Purchaser shall provide , pursuant to which, and subject to the terms thereof, they have agreed to, among other things, vote their Company all information regarding Shares in favour of the Purchaser and its Affiliates as reasonably requested by the Company or as required by applicable Laws for inclusion in the Company Circular. The Purchaser shall ensure that any such information will not include any Misrepresentation including concerning the Purchaser and its AffiliatesArrangement Resolution.
(e) The Purchaser and its legal counsel shall be given will, in a reasonable opportunity to review and comment on timely manner, furnish the Company Circular and other related documents prior to the Company Circular and other related documents being printed and filed with the Governmental Authorities, and reasonable consideration shall be given to any comments made by all such information regarding the Purchaser and its legal counsel; provided that all information relating solely as may reasonably be required to the Purchaser, the Parent and their affiliates be included in the Company Circular pursuant to applicable Laws and any other documents related thereto, and shall be in form and substance satisfactory to the Purchaser, acting reasonablyensure that such information does not contain any misrepresentation. The Purchaser hereby indemnifies and saves harmless the Company shall provide and its Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and reasonable expenses to which the Purchaser with final copies Company or any of its Representatives may be subject or may suffer as a result of, or arising from, any misrepresentation or alleged misrepresentation contained in any information included in the Company Circular prior to that was provided by the Purchaser or its mailing to the Company ShareholdersRepresentatives specifically for inclusion therein, including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Governmental Authority based on such a misrepresentation or alleged misrepresentation.
(f) The Purchaser Company and the Company shall Purchaser will each promptly notify each the other if at any time before the Closing Effective Date either 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) that the Company Circular or any other document referred to in Section 2.5(e) contains a Misrepresentation, any misrepresentation or that the Company Circular otherwise requires an any amendment or supplement and promptly deliver written notice to the Parties shall co-operate other Party setting out full particulars thereof. In any such event, the Company and the Purchaser will cooperate with each other in the preparation preparation, filing and dissemination of any required supplement or amendment or supplement to the Company Circular or such other document, as required or appropriatethe case may be, and any related news release or other document necessary or desirable in connection therewith.
(g) The Company shall keep the Purchaser fully informed in a timely manner of any requests or comments made by the Canadian securities regulatory authorities and/or the CSE in connection with the Company shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Company Shareholders and, if required by the Court or applicable Laws, file the same with the Governmental Authorities and as otherwise requiredCircular.
Appears in 1 contract
Sources: Arrangement Agreement
Company Circular. (a) As promptly Subject to the Purchaser complying with Section 2.5(e), the Company will, in consultation with the Purchaser:
(i) as soon as reasonably practicable following after the date execution of this Agreement and in any event no later than September 5Agreement, 2018 to registered Company Shareholders, the Company shall: (i) promptly prepare the Company Circular together with any and all other documents required by, by the BCBCA and in compliance in all material respects with, all other applicable Laws on in connection with the date approval of the mailing thereofArrangement Resolution by the Company Shareholders at the Company Meeting; and
(ii) file as soon as reasonably practicable after the Company Circular with all Canadian Securities Regulators in all jurisdictions where issuance of the same is required to be filed and with the TSX; and (iii) send Interim Order, cause the Company Circular to be sent to the Company Shareholders in compliance with the accelerated timing contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and filed as required under all by the Interim Order and applicable Laws.
(b) On the date of mailing thereof, the The Company shall ensure that the Company Circular shall be complete and correct complies in all material respectsrespects with applicable Laws, shall and, without limiting the generality of the foregoing, that the Company 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 information furnished by the Purchaser) and shall contain will provide the Company Shareholders with information in sufficient detail to permit the Company Shareholders them to form a reasoned judgment judgement concerning the matters to be placed before them at the Company Meeting (except that the Company shall not be responsible for any information relating to the Purchaser and its affiliates that was provided by the Purchaser expressly for inclusion in the Company Circular)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 Company Circular and to the identification in the Company Circular of each such advisor.
(d) The Company and the Purchaser will cooperate in the preparation, filing and mailing of the Company Circular. The Company will provide the Purchaser and its legal counsel with a reasonable opportunity to review and comment on all drafts of the Company Circular and other documents related thereto prior to filing the Company Circular with applicable Governmental Authorities and printing and mailing the Company Circular to the Company Shareholders and will give reasonable consideration to such comments. All information relating solely to the Purchaser included in the Company Circular shall be provided by the Purchaser in accordance with Section 2.5(e) and shall be in form and content satisfactory to the Purchaser, acting reasonably, and the Company Circular will include: (i) include a written copy statement that the Company Board has, after consulting with management of the Fairness Opinion (Company and the Company shall provide an advance copy thereof to the Purchaser for its review and consideration); (ii) state that the Board has received the Fairness Opinion and unanimously determined, after receiving legal and financial adviceadvisors in evaluating the Arrangement, unanimously determined that the Investment Share Consideration is fair to the Company Shareholders and that the Arrangement is in the best interests of the Company and fair to Company; (ii) the unanimous recommendation of the Company Shareholders (other than the Purchaser and its affiliates) and Board that the Company Shareholders vote in favour of the Approval Arrangement Resolution and the rationale for that recommendation; (iii) a copy of the “Company Board Recommendation”)Fairness Opinion; and (iiiiv) include statements a statement that each of the Locked-Up Supporting Company Shareholders has signed a Voting Company Support Agreement.
(d) The Purchaser shall provide , pursuant to which, and subject to the terms thereof, they have agreed to, among other things, vote their Company all information regarding Shares in favour of the Purchaser and its Affiliates as reasonably requested by the Company or as required by applicable Laws for inclusion in the Company Circular. The Purchaser shall ensure that any such information will not include any Misrepresentation including concerning the Purchaser and its AffiliatesArrangement Resolution.
(e) The Purchaser and its legal counsel shall be given will, in a reasonable opportunity to review and comment on timely manner, furnish the Company Circular and other related documents prior to the Company Circular and other related documents being printed and filed with the Governmental Authorities, and reasonable consideration shall be given to any comments made by all such information regarding the Purchaser and its legal counsel; provided that all information relating solely as may reasonably be required to the Purchaser, the Parent and their affiliates be included in the Company Circular pursuant to applicable Laws and any other documents related thereto, and shall be in form and substance satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with final copies of the Company Circular prior to its mailing to the Company Shareholdersensure that such information does not contain any misrepresentation.
(f) The Company shall keep the Purchaser fully informed in a timely manner of any requests or comments made by the Canadian securities regulatory authorities and/or the CSE in connection with the Company Circular.
(g) The Company and the Company shall Purchaser will each promptly notify each the other if at any time before the Closing Effective Date either 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) that the Company Circular or any other document referred to in Section 2.5(e) contains a Misrepresentation, any misrepresentation or that the Company Circular otherwise requires an any amendment or supplement and promptly deliver written notice to the Parties shall co-operate other Party setting out full particulars thereof. In any such event, the Company and the Purchaser will cooperate with each other in the preparation preparation, filing and dissemination of any required supplement or amendment or supplement to the Company Circular or such other document, as required or appropriatethe case may be, and the Company shall promptly mail any related news release or otherwise publicly disseminate any amendment other document necessary or supplement to the Company Circular to the Company Shareholders and, if required by the Court or applicable Laws, file the same with the Governmental Authorities and as otherwise requireddesirable in connection therewith.
Appears in 1 contract
Sources: Arrangement Agreement
Company Circular. (a) As promptly as reasonably practicable following the date execution of this Agreement and in any event no later than September 5, 2018 to registered Company ShareholdersAgreement, the Company shall: shall (i) prepare the Company Circular together with any and all other documents required byby applicable Laws, and in compliance in all material respects with, all applicable Laws on the date of the mailing thereof; (ii) file the Company Circular with all Canadian Securities Regulators in all jurisdictions where the same is required to be filed and with the TSX; filed, and (iii) send mail the Company Circular as required under applicable Laws and by the Interim Order (and the Company agrees to use reasonable efforts to cause the mailing date of the Company Circular to the Company Shareholders as required under all applicable Lawsoccur by June 30, 2016).
(b) On the date of mailing thereof, the Company shall ensure that the Company Circular shall be complete and correct complies in all material respects, shall not contain any Misrepresentation respects with all applicable Laws and the Interim Order and shall contain sufficient detail to permit the Company Shareholders to form a reasoned judgment concerning the matters to be placed before them at the Company Meeting Meeting, and, without limiting the generality of the foregoing, shall take all reasonable steps to ensure that the Company Circular will not contain any misrepresentation (except that the Company shall not be responsible to Parent for any information relating to the Purchaser Parent and its affiliates that was provided by affiliates, including in relation to the Purchaser expressly for inclusion in the Company CircularParent Shares and Parent ADSs).
(c) The Subject to Section 5.7, the Company Circular shall (i) include a written copy of the Fairness Opinion (and the Company shall provide an advance copy thereof to the Purchaser for its review and consideration); (ii) state that the Board has received the Fairness Opinion and unanimously determined, after receiving legal and financial advice, determined that the Investment Arrangement is fair to the Company Shareholders and that the Arrangement and entry into this Agreement are in the best interests of the Company and fair to (ii) contain the recommendation of the Company Shareholders (other than the Purchaser and its affiliates) and Board to Company Securityholders that the Company Shareholders they vote in favour of the Approval Resolution (the “Company Board Recommendation”); and (iii) include statements that each of the Locked-Up Shareholders has signed a Voting AgreementArrangement Resolution.
(d) The Purchaser Parent shall provide to provide, on a timely basis, the Company with all information regarding Parent, its affiliates and the Purchaser Parent Shares and its Affiliates as reasonably requested by the Company or Parent ADSs, including any pro forma financial statements prepared in accordance with IFRS and applicable Laws, as required by the Interim Order or applicable Laws for inclusion in the Company Circular or in any amendments or supplements to such Company Circular. The Purchaser Parent 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. Parent shall take all reasonable steps to ensure that any such information will does not include any Misrepresentation including misrepresentation concerning the Purchaser Parent and its Affiliatesaffiliates, including in relation to the Parent Shares and Parent ADSs.
(e) The Purchaser Company and Parent each acknowledge the importance of consistency across all public documents and, in that context, Parent and its legal counsel shall be given a reasonable opportunity to review and comment on the Company Circular (and other related documents any amendment to the Company Circular) prior to the Company Circular and other related documents being printed and and/or filed with the any Governmental AuthoritiesEntity, and reasonable consideration shall be given to any comments made by the Purchaser Parent and its legal counsel; provided that all information relating solely to the Purchaser, the Parent and their affiliates included in the Company Circular shall be in form and substance satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser Parent with final copies of the Company Circular prior to its the mailing to the Company Shareholders.
(f) The Purchaser Company and the Company Parent shall each promptly notify each the other if at any time before the Closing Effective Date either becomes aware that the Company Circular contains a Misrepresentationmisrepresentation, or that the Company Circular otherwise requires an amendment or supplement 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 promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Company Shareholders and, if required by the Court or applicable Laws, file the same with the any Governmental Authorities Entity and as otherwise required.
Appears in 1 contract
Company Circular. (a) As promptly as reasonably practicable following Subject to the date of this Agreement and in any event no later than September 5, 2018 to registered Company ShareholdersPurchaser complying with Section 2.5(g), the Company shall: will, in consultation with the Purchaser:
(i) promptly prepare the Company Circular together with any and all other documents required by, by the OBCA and in compliance in all material respects with, all other applicable Laws on in connection with the date approval of the mailing thereof; Arrangement Resolution by the Company Voting Shareholders at the Company Meeting;
(ii) file as soon as reasonably practicable after the receipt of the Interim Order, cause the Company Circular with all Canadian Securities Regulators in all jurisdictions where the same is required and such other documents to be filed and with the TSX; and (iii) send the Company Circular sent to the Company Shareholders and other persons as may be required by the Interim Order in compliance with the abridged timing contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer, in each case so as to permit the Company Meeting to be held by the date specified in Section 2.2(c); and
(iii) to the extent required by Law, as promptly as practicable prepare, file or furnish with the applicable Governmental Authorities, and disseminate to the Company Shareholders and other persons as required under all applicable Lawsby 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.
(b) On the date of mailing thereof, the The Company shall ensure that the Company Circular shall be complete and correct complies in all material respectsrespects with applicable Laws, shall and, without limiting the generality of the foregoing, that the Company 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 information furnished by the Purchaser for inclusion in the Company Circular) and shall contain will provide the Company Shareholders with information in sufficient detail to permit the Company Shareholders them to form a reasoned judgment judgement concerning the matters to be placed before them at the Company Meeting Meeting.
(except that c) The Purchaser shall not be responsible for any information in the Company Circular relating to the Company. The Company shall indemnify and save harmless the Purchaser 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, other than the information relating to the Purchaser, its affiliates or the Purchaser Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular; and (b) any order made, or any inquiry, investigation or proceeding by any Governmental Authority, to the extent based on any misrepresentation or any alleged misrepresentation in the Company Circular other than the information relating to the Purchaser, its affiliates or the Purchaser Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular.
(d) The Company shall not be responsible for any information in the Company Circular relating to the Purchaser. 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 relating to the Purchaser, its affiliates that was provided or the Purchaser Shares furnished to the Company in writing by the Purchaser expressly for inclusion in the Company Circular); and (b) any order made, or any inquiry, investigation or proceeding by any Governmental Authority, to the extent based on any misrepresentation or any alleged misrepresentation in the Company Circular relating to the Purchaser, its affiliates or the Purchaser Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular.
(ce) The Company shall include in the Company Circular all financial statements of the Company as required by applicable Laws, in a form that complies in all material respects with applicable Laws (including any auditor reports and review engagement reports from the Company's auditors), and shall use commercially reasonable efforts to obtain any necessary consents from its auditor and any other advisors to the use of any financial or other expert information required to be included in the Company Circular and to the identification in the Company Circular of each such advisor.
(f) The Company and the Purchaser will cooperate in the preparation, filing and mailing of the Company Circular. The Company will provide the Purchaser and legal counsel to the Purchaser with a reasonable opportunity to review and comment on all drafts of the Company Circular and other documents related thereto, prior to filing the Company Circular with applicable Governmental Authorities and printing and mailing the Company Circular to the Company Shareholders and will accept all reasonable comments. All information relating solely to the Purchaser included in the Company Circular shall be provided by the Purchaser in accordance with Section 2.5(g) and shall be in form and content satisfactory to the Purchaser, acting reasonably, and the Company Circular will include: (i) include a written copy of statement that the Company Board and Special Committee have received the Company Fairness Opinion (and the Company shall provide an advance copy thereof to the Purchaser for its review and consideration); (ii) state that the Board has received the Fairness Opinion and unanimously determinedand, after receiving consultation with legal and financial adviceadvisors, the Company Board has unanimously, after receipt of the unanimous recommendation in favour of the Arrangement by the Special Committee, determined that the Investment Arrangement is in the best interests of the Company and is fair to the Company Shareholders Shareholders; (other than ii) the Purchaser and its affiliates) and unanimous recommendation of the Company Board that the Company Voting Shareholders vote in favour of the Approval Arrangement Resolution and the rationale for that recommendation; (iii) a copy of the “Company Board Recommendation”)Fairness Opinion; and (iiiiv) include statements a statement that each of the Locked-Up Supporting Company Shareholders has signed a Company Support Agreement, pursuant to which, and subject to the terms thereof, they have agreed to, among other things, vote their Company Voting AgreementShares in favour of the Arrangement Resolution.
(dg) The Purchaser shall provide to will promptly furnish the Company with all such information regarding the Purchaser as may reasonably be required to be included in the Company Circular pursuant to applicable Laws and its Affiliates as is reasonably requested by the Company or as required by applicable Laws for inclusion in the Company Circular. The Purchaser shall ensure that and any such information will not include any Misrepresentation including concerning the Purchaser and its Affiliatesother documents related thereto.
(eh) The Company shall keep the Purchaser and its legal counsel shall be given fully informed in a reasonable opportunity to review and comment on the Company Circular and other related documents prior to the Company Circular and other related documents being printed and filed with the Governmental Authorities, and reasonable consideration shall be given to timely manner of any requests or comments made by the Purchaser and its legal counsel; provided that all information relating solely to Canadian securities regulatory authorities and/or the Purchaser, the Parent and their affiliates included CSE in connection with the Company Circular shall be in form and substance satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with final copies of the Company Circular prior to its mailing to the Company ShareholdersCircular.
(fi) The Purchaser Company and the Company shall Purchaser will each promptly notify each the other if at any time before the Closing Effective Date either 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) that the Company Circular or any other document referred to in Section 2.5(f) contains a Misrepresentation, any misrepresentation or that the Company Circular otherwise requires an any amendment or supplement and promptly deliver written notice to the Parties shall co-operate other Party setting out full particulars thereof. In any such event, the Company and the Purchaser will cooperate with each other in the preparation preparation, filing and dissemination of any required supplement or amendment or supplement to the Company Circular or such other document, as required or appropriatethe case may be, and the Company shall promptly mail any related news release or otherwise publicly disseminate any amendment other document necessary or supplement to the Company Circular to the Company Shareholders and, if required by the Court or applicable Laws, file the same with the Governmental Authorities and as otherwise requireddesirable in connection therewith.
Appears in 1 contract
Company Circular. (a) As promptly Subject to the Purchaser complying with Section 2.5(e), the Company will, in consultation with the Purchaser:
(i) as soon as reasonably practicable following after the date execution of this Agreement and in any event no later than September 5Agreement, 2018 to registered Company Shareholders, the Company shall: (i) promptly prepare the Company Circular together with any and all other documents required by, by the OBCA and in compliance in all material respects with, all other applicable Laws on in connection with the date approval of the mailing thereofArrangement Resolution by the Company Securityholders at the Company Meeting; and
(ii) file as soon as reasonably practicable after the Company Circular with all Canadian Securities Regulators in all jurisdictions where issuance of the same is required to be filed and with the TSX; and (iii) send Interim Order, cause the Company Circular to be sent to the Company Shareholders Securityholders in compliance with the accelerated timing contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and filed as required under all by the Interim Order and applicable Laws.
(b) On the date of mailing thereof, the The Company shall ensure that the Company Circular shall be complete and correct complies in all material respectsrespects with applicable Laws and, shall without limiting the generality of the foregoing, that the Company Circular (including with respect to any information incorporated therein by reference) will not contain any Misrepresentation (other than in each case with respect to any information furnished by the Purchaser) and shall contain will provide the Company Securityholders with information in sufficient detail to permit the Company Shareholders them to form a reasoned judgment judgement concerning the matters to be placed before them at the Company Meeting (except that the Company shall not be responsible for any information relating to the Purchaser and its affiliates that was provided by the Purchaser expressly for inclusion in the Company Circular)Meeting.
(c) The Company Circular shall (i) include a written copy use commercially reasonable efforts to obtain any necessary consents from its auditor and any other advisors to the use of the Fairness Opinion (and any financial, technical or other expert information required to be included in the Company shall provide an advance copy thereof Circular and to the Purchaser for its review and consideration); (ii) state that the Board has received the Fairness Opinion and unanimously determined, after receiving legal and financial advice, that the Investment is identification in the best interests Company Circular of the Company and fair to the Company Shareholders (other than the Purchaser and its affiliates) and that the Company Shareholders vote in favour of the Approval Resolution (the “Company Board Recommendation”); and (iii) include statements that each of the Locked-Up Shareholders has signed a Voting Agreementsuch advisor.
(d) The Purchaser shall provide to the Company all information regarding and the Purchaser will cooperate in the preparation, filing and its Affiliates as reasonably requested by the Company or as required by applicable Laws for inclusion in mailing of the Company Circular. The Purchaser shall ensure that any such information Company will not include any Misrepresentation including concerning provide the Purchaser and its Affiliates.
(e) The Purchaser and its legal counsel shall be given with a reasonable opportunity to review and comment on all drafts of the Company Circular and other documents related documents thereto prior to filing the Company Circular with applicable Governmental Authorities and printing and mailing the Company Circular to the Company Circular Securityholders and other related documents being printed and filed with the Governmental Authorities, and will give reasonable consideration shall be given to any comments made by the Purchaser and its legal counsel; provided that all such comments. All information relating solely to the Purchaser, the Parent and their affiliates Purchaser included in the Company Circular shall be provided by the Purchaser in accordance with Section 2.5(e) and shall be in form and substance content satisfactory to the Purchaser, acting reasonably. The , and the Company shall provide Circular will include: (i) a statement that the Purchaser Special Committee has unanimously, after consulting with final copies management of the Company Circular prior to its mailing and legal and financial advisors in evaluating the Arrangement, recommended that the Company Board approve this Agreement and the Arrangement; (ii) a statement that the Company Board has unanimously, after consulting with management of the Company and legal and financial advisors in evaluating the Arrangement, determined that the Arrangement is fair to the Company ShareholdersSecurityholders and it is in the best interests of the Company; (iii) the unanimous recommendation of the Company Board that the Company Securityholders vote in favour of the Arrangement Resolution and the rationale for that recommendation; (iv) a copy of the Fairness Opinion; and (iv) a statement that each of the Company Supporting Securityholders has signed a Company Support Agreement, pursuant to which, and subject to the terms thereof, they have agreed to, among other things, vote their Company Shares and Company Options in favour of the Arrangement Resolution.
(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 Company Circular pursuant to applicable Laws and any other documents related thereto, and shall ensure that such information does not contain any Misrepresentation.
(f) The Company shall keep the Purchaser fully informed in a timely manner of any requests or comments made by the Canadian securities regulatory authorities and/or the TSXV in connection with the Company Circular.
(g) The Company and the Company shall Purchaser will each promptly notify each the other if at any time before the Closing Effective Date either 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) that the Company Circular or any other document referred to in Section 2.5(e) contains a Misrepresentation, any Misrepresentation or that the Company Circular otherwise requires an any amendment or supplement and promptly deliver written notice to the Parties shall co-operate other Party setting out full particulars thereof. In any such event, the Company and the Purchaser will cooperate with each other in the preparation preparation, filing and dissemination of any required supplement or amendment or supplement to the Company Circular or such other document, as required or appropriatethe case may be, and the Company shall promptly mail any related news release or otherwise publicly disseminate any amendment other document necessary or supplement to the Company Circular to the Company Shareholders and, if required by the Court or applicable Laws, file the same with the Governmental Authorities and as otherwise requireddesirable in connection therewith.
Appears in 1 contract
Sources: Arrangement Agreement
Company Circular. (a) As promptly as reasonably practicable following the date of this Agreement and in any event no later than September 5, 2018 to registered Company Shareholders, the Company shall: (i) shall prepare the Company Circular together with any and all other documents required by, and in compliance with applicable Securities Laws and, as soon as reasonably practicable after obtaining the Interim Order (subject to Acquiror providing to Company all information contemplated in all material respects withSection 2.5(c) in final form), all applicable Laws on the date of the mailing thereof; (ii) file the Company Circular with all Canadian Securities Regulators in all jurisdictions where the same is required to be filed and with mail the TSX; and (iii) send the Company Circular to the Company Shareholders same as required under by the Interim Order and in accordance with all applicable Laws, in all jurisdictions where the same is required, complying in all material respects with all applicable Laws on the date of mailing thereof.
(b) On the date of mailing thereof, the Company shall ensure that the Company Circular shall be complete and correct complies in all material respectsrespects with all applicable Laws, shall and, without limiting the generality of the foregoing, that the Company Circular 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 information relating to Acquiror and its affiliates) and shall contain provide the Company Securityholders with information in sufficient detail to permit the Company Shareholders them to form a reasoned judgment concerning the matters to be placed before them at the Company Meeting (except Meeting. Subject to Section 7.2, the Company Circular will include the unanimous recommendation of the Company Board that the Company shall not be responsible for Securityholders vote in favour of the Arrangement Resolution, and a statement that each director of Company intends to vote all of such director's Company Shares and Company Options (including any information relating Company Shares issued upon the exercise of any Company Options) in favour of the Arrangement Resolution, subject to the Purchaser other terms of this Agreement and its affiliates that was provided by the Purchaser expressly for inclusion in the Company Circular)Voting Agreements.
(c) The Acquiror will furnish to Company Circular shall (i) include a written copy of the Fairness Opinion (all such information regarding Acquiror, its affiliates and the Consideration Shares, as may be reasonably required by Company shall provide an advance copy thereof to the Purchaser for its review and consideration); (ii) state that the Board has received the Fairness Opinion and unanimously determined, after receiving legal and financial advice, that the Investment is in the best interests preparation of the Company Circular and fair other documents related thereto. Acquiror shall also use commercially reasonable efforts to obtain any necessary consents from Qualified Persons and its auditors to the Company Shareholders (other than the Purchaser and its affiliates) and that use of any financial or technical information required to be included in the Company Shareholders vote Circular. Acquiror shall ensure that no such information will include any untrue statement of a material fact or omit to state a material fact required to be stated in favour the Company Circular in order to make any information so furnished or any information concerning Acquiror not misleading in light of the Approval Resolution (the “Company Board Recommendation”); circumstances in which it is disclosed and (iii) include statements that each shall constitute full, true and plain disclosure of the Locked-Up Shareholders has signed a Voting Agreementsuch information concerning Acquiror.
(d) The Purchaser shall provide to the Company all information regarding the Purchaser and its Affiliates as reasonably requested by the Company or as required by applicable Laws for inclusion in the Company Circular. The Purchaser shall ensure that any such information will not include any Misrepresentation including concerning the Purchaser and its Affiliates.
(e) The Purchaser Acquiror and its legal counsel shall be given a reasonable opportunity to review and comment on the Company Circular and other related documents Circular, prior to the Company Circular and other related documents being printed and mailed to the Company Securityholders and filed with the Governmental Securities Authorities, and reasonable consideration shall be given to any comments made by the Purchaser Acquiror and its legal counsel; , provided that all information relating solely to the Purchaser, the Parent and their affiliates Acquiror included in the Company Circular shall be in form and substance content satisfactory to the PurchaserAcquiror, acting reasonably. The Company shall provide the Purchaser Acquiror with a final copies copy of the Company Circular prior to its mailing to the Company ShareholdersSecurityholders.
(fe) The Purchaser Company and the Company Acquiror shall each promptly notify each the other if at any time before the Closing Effective Date either it becomes aware (in the case of Company only with respect to Company and in the case of Acquiror only with respect to Acquiror) that the Company Circular contains an untrue statement of a Misrepresentationmaterial 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 the Company Circular 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 Circular, as required or appropriate, and the Company shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Company Shareholders Securityholders and, if required by the Court or applicable Laws, file the same with the Governmental Securities Authorities and as otherwise required.
(f) Company shall keep Acquiror informed of any requests or comments made by Securities Authorities in connection with the Company Circular.
Appears in 1 contract
Company Circular. (a) As promptly as reasonably practicable following the date execution of this Agreement and in any event no later than September 5, 2018 to registered Company ShareholdersAgreement, the Company shall: shall (i) prepare the Company Circular together with any and all other documents required byby applicable Laws, and in compliance in all material respects with, all applicable Laws on the date of the mailing thereof; (ii) file the Company Circular with all Canadian Securities Regulators in all jurisdictions where the same is required to be filed and with the TSX; filed, and (iii) send mail the Company Circular as required under applicable Laws and by the Interim Order (and the Company agrees to use reasonable efforts to cause the mailing date of the Company Circular to the Company Shareholders as required under all applicable Lawsoccur by June 30, 2016).
(b) On the date of mailing thereof, the Company shall ensure that the Company Circular shall be complete and correct complies in all material respects, shall not contain any Misrepresentation respects with all applicable Laws and the Interim Order and shall contain sufficient detail to permit the Company Shareholders to form a reasoned judgment concerning the matters to be placed before them at the Company Meeting Meeting, and, without limiting the generality of the foregoing, shall take all reasonable steps to ensure that the Company Circular will not contain any misrepresentation (except that the Company shall not be responsible to Parent for any information relating to the Purchaser Parent and its affiliates that was provided by affiliates, including in relation to the Purchaser expressly for inclusion in the Company CircularParent Shares).
(c) The Subject to Section 5.7, the Company Circular shall (i) include a written copy of the Fairness Opinion (and the Company shall provide an advance copy thereof to the Purchaser for its review and consideration); (ii) state that the Board has received the Fairness Opinion and unanimously determined, after receiving legal and financial advice, determined that the Investment Arrangement is fair to the Company Shareholders and that the Arrangement and entry into this Agreement are in the best interests of the Company and fair to (ii) contain the recommendation of the Company Shareholders (other than the Purchaser and its affiliates) and Board to Company Securityholders that the Company Shareholders they vote in favour of the Approval Resolution (the “Company Board Recommendation”); and (iii) include statements that each of the Locked-Up Shareholders has signed a Voting AgreementArrangement Resolution.
(d) The Purchaser Parent shall provide to provide, on a timely basis, the Company with all information regarding Parent, its affiliates and the Purchaser Parent Shares, including any pro forma financial statements prepared in accordance with IFRS and its Affiliates as reasonably requested by the Company or applicable Laws, as required by the Interim Order or applicable Laws for inclusion in the Company Circular or in any amendments or supplements to such Company Circular. The Purchaser Parent 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. Parent shall take all reasonable steps to ensure that any such information will does not include any Misrepresentation including misrepresentation concerning the Purchaser Parent and its Affiliatesaffiliates, including in relation to the Parent Shares.
(e) The Purchaser Company and Parent each acknowledge the importance of consistency across all public documents and, in that context, Parent and its legal counsel shall be given a reasonable opportunity to review and comment on the Company Circular (and other related documents any amendment to the Company Circular) prior to the Company Circular and other related documents being printed and and/or filed with the any Governmental AuthoritiesEntity, and reasonable consideration shall be given to any comments made by the Purchaser Parent and its legal counsel; provided that all information relating solely to the Purchaser, the Parent and their affiliates included in the Company Circular shall be in form and substance satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser Parent with final copies of the Company Circular prior to its the mailing to the Company Shareholders.
(f) The Purchaser Company and the Company Parent shall each promptly notify each the other if at any time before the Closing Effective Date either becomes aware that the Company Circular contains a Misrepresentationmisrepresentation, or that the Company Circular otherwise requires an amendment or supplement 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 promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Company Shareholders and, if required by the Court or applicable Laws, file the same with the any Governmental Authorities Entity and as otherwise required.
Appears in 1 contract
Company Circular. (a) As promptly as reasonably practicable following Subject to the date timely cooperation of this Agreement and Purchaser in any event no later than September 5, 2018 providing information to registered the Company Shareholderspursuant to Section 2.4(c) below, the Company shall: (i) shall prepare the Company Circular together in the English language in compliance with any Securities Laws and all other documents mail the same as required by, by the Interim Order and in compliance in all material respects with, accordance with all applicable Laws on the date of the mailing thereof; (ii) file the Company Circular with all Canadian Securities Regulators and Regulations, in all jurisdictions where the same is required to be filed required, complying in all material respects with all applicable Laws and with Regulations on the TSX; date of mailing thereof and (iii) send the Company Circular containing full, true and plain disclosure of all material facts relating to the Company Shareholders as required under all applicable LawsArrangement.
(b) On the date of mailing thereof, the The Company shall ensure that the Company Circular shall be complete and correct complies in all material respectsrespects with the terms of this Agreement and all applicable Laws and Regulations, shall and, without limiting the generality of the foregoing, that the Company Circular 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 information concerning the Purchaser provided in writing by or on behalf of the Purchaser for inclusion in the Company Circular) and shall contain provide the Company Shareholders with information in sufficient detail to permit the Company Shareholders them to form a reasoned judgment concerning the matters to be placed before them at the Company Meeting (except that the Company shall not be responsible for any information relating to the Purchaser and its affiliates that was provided by the Purchaser expressly for inclusion in the Company Circular).
(c) Meeting. The Company Circular shall (i) will include a written copy the recommendation of the Fairness Opinion (and the Company shall provide an advance copy thereof to the Purchaser for its review and consideration); (ii) state that the Board has received the Fairness Opinion and unanimously determined, after receiving legal and financial advice, that the Investment is in the best interests board of directors of the Company and fair to the Company Shareholders (other than the Purchaser and its affiliates) and that the Company Shareholders vote in favour of the Approval Resolution (the “Company Board Recommendation”); Arrangement Resolution, and (iii) include statements a statement that each director of the Locked-Up Shareholders has signed a Voting Company intends to vote in favour of the Arrangement Resolution, subject to the other terms of this Agreement. The Company shall indemnify and hold harmless the Purchaser against any costs and expenses (including reasonable legal fees), judgments, fines, losses, claims and damages and liabilities and amounts paid in settlement thereof with the consent of the Purchaser (such consent not to be unreasonably delayed or withheld) to which the Purchaser may be subject or may suffer in connection with any claim, action, suit, proceeding or investigation that is based on or arises out of any misrepresentation in the disclosure in the Company Circular other than in respect of information concerning the Purchaser that is provided in writing by or on behalf of the Purchaser for inclusion in the Company Circular.
(dc) The Purchaser shall provide will furnish to the Company all such information regarding concerning the Purchaser and its Affiliates as may be reasonably requested required by the Company or as required by applicable Laws for inclusion in the preparation of the Company Circular. The Purchaser shall ensure indemnify and hold harmless the Company against reasonable costs and expenses (including reasonable legal fees), judgments, fines, losses, claims and damages and liabilities and amounts paid in settlement thereof with the consent of the Company (such consent not to be unreasonably delayed or withheld) to which the Company may be subject or may suffer in connection with any claim, action, suit, proceeding or investigation that is based on or arises out of any such misrepresentation or alleged misrepresentation in the disclosure in the Company Circular in respect of information will not include any Misrepresentation including concerning the Purchaser and its Affiliatesthat is provided in writing by or on behalf of the Purchaser for inclusion in the Company Circular.
(ed) The Purchaser and its legal counsel shall be given a reasonable opportunity to review and comment on the Company Circular and other related documents Circular, prior to the Company Circular and other related documents being printed and filed with mailed to the Governmental AuthoritiesCompany Shareholders, and reasonable consideration shall be given to any comments made by the Purchaser and its legal counsel; , provided that all information relating solely to the Purchaser, the Parent and their affiliates Purchaser included in the Company Circular shall be in form and substance content satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copies copy of the Company Circular prior to its the mailing to the Company Shareholders.
(fe) The Purchaser Each of the Company and the Company Purchaser shall each promptly notify each the other if at any time before the Closing Effective Date either 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) that the Company Circular contains an untrue statement of a Misrepresentationmaterial 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 the Company Circular otherwise requires an amendment or supplement to the Company Circular, and the Parties parties shall co-operate in the preparation of any amendment or supplement to the Company Circular Circular, as required or appropriate, and the Company shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Company Shareholders and, if required by the Court or applicable Laws, file the same with the Governmental Authorities and as otherwise requiredShareholders.
Appears in 1 contract
Company Circular. (a1) As The Company shall, as promptly as reasonably practicable following practicable, prepare and complete, in consultation with the date of this Agreement Purchaser and in any event no later than September 5its legal counsel, 2018 to registered Company Shareholders, the Company shall: (i) prepare the Company Circular together with any and all other documents required byby applicable Laws in connection with the Company Meeting and the Arrangement, and in compliance in all material respects withthe Company shall, all applicable Laws on as promptly as reasonably practicable after obtaining the date of the mailing thereof; (ii) file Interim Order, cause the Company Circular with all Canadian Securities Regulators in all jurisdictions where the same is required and such other documents to be filed and with sent to each Shareholder and other persons as required by the TSX; Interim Order and (iii) send applicable Laws, in each case so as to permit the Company Circular Meeting to be held by the Company Shareholders as required under all applicable Lawsdate specified in Section 2.3(1)(a), provided that the Purchaser shall have complied with Section 2.4(4).
(b2) On The Company shall ensure that at the date time of mailing thereof, the Company shall ensure that the Company Circular shall be complete and correct complies in all material respectsrespects with applicable Laws, shall does not contain any Misrepresentation (other than, in each case, with respect to any written information provided by the Purchaser and shall contain its representatives for inclusion in the Company Circular, including Purchaser information incorporated by reference in the Company Circular) and provides the Shareholders with sufficient detail information to permit the Company Shareholders them to form a reasoned judgment judgement concerning the matters to be placed before them at the Company Meeting (except that Meeting. Without limiting the generality of the foregoing, the Company shall not be responsible for any information relating to the Purchaser and its affiliates that was provided by the Purchaser expressly for inclusion in the Company Circular).
Circular must include: (ca) The Company Circular shall (i) include a written copy of the Fairness Opinion Opinions, (and the Company shall provide an advance copy thereof to the Purchaser for its review and consideration); (iib) state a statement that the Board has received the Fairness Opinion Opinions, and unanimously determinedhas unanimously, after receiving legal and financial advice, determined that the Investment Arrangement is in the best interests of the Company and fair to the Company Shareholders (other than the Purchaser and its affiliates) and unanimously recommends that the Company Shareholders vote in favour of the Approval Arrangement Resolution (the “Company Board Recommendation”); and (iiic) include statements a statement that each Supporting Shareholder intends to vote all of such Shareholder’s applicable securities in favour of the Locked-Up Shareholders has signed a Voting AgreementArrangement Resolution.
(d3) The Purchaser Company shall provide to give the Company all information regarding the Purchaser and its Affiliates as reasonably requested by the Company or as required by applicable Laws for inclusion in the Company Circular. The Purchaser shall ensure that any such information will not include any Misrepresentation including concerning the Purchaser and its Affiliates.
(e) 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 prior to the Company Circular and other related documents being printed and filed with the Governmental Authoritiesdocuments, 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 and their affiliates Purchaser included 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 substance content satisfactory to the Purchaser, acting reasonably. .
(4) The Company Purchaser shall provide to the Company all necessary information concerning the Purchaser with final copies of that is required by Law to be included by the Company in the Company Circular prior to its mailing or other related documents to the Company Shareholdersin writing, and shall ensure that such information (including with respect to any information incorporated by reference) does not contain any Misrepresentation.
(f5) The Purchaser and the Company Each Party shall each promptly notify each the other if Party if, at any time before the Closing Date either Effective Date, it becomes aware (in the case of the Company, only in respect of information relating to the Company and its Subsidiaries and in the case of the Purchaser, only in respect of information relating to the Purchaser) that the Company Circular contains or other related documents contain a Misrepresentation, or that the Company Circular otherwise requires an amendment or supplement and the supplement. The Parties shall co-operate cooperate, in a manner consistent with this Section 2.4 above, in the preparation of any such amendment or supplement to the Company Circular as required or appropriate, and the Company shall promptly mail mail, file or otherwise publicly disseminate any such amendment or supplement to the Company Circular to the Company Shareholders and, if required by the Court or applicable Lawsby Law, file the same with the Securities Authorities or any other Governmental Authorities and Authority as otherwise required.
Appears in 1 contract
Company Circular. (a) As promptly as reasonably practicable following the date execution of this Agreement and in any event no later than September 5, 2018 to registered Company ShareholdersAgreement, the Company shall: shall (i) prepare the Company Circular together with any and all other documents required byby applicable Laws, and in compliance in all material respects with, all applicable Laws on the date of the mailing thereof; (ii) file the Company Circular with all Canadian Securities Regulators in all jurisdictions where the same is required to be filed and with the TSX; filed, and (iii) send mail the Company Circular as required under applicable Laws and by the Interim Order (and the Company agrees to use reasonable efforts to cause the mailing date of the Company Circular to occur by the Company Shareholders as required under all applicable Lawsdate that is 30 days from the date of this Agreement).
(b) On the date of mailing thereof, the Company shall ensure that the Company Circular shall be complete and correct complies in all material respects, shall not contain any Misrepresentation respects with all applicable Laws and the Interim Order and shall contain sufficient detail to permit the Company Shareholders to form a reasoned judgment concerning the matters to be placed before them at the Company Meeting Meeting, and, without limiting the generality of the foregoing, shall take all reasonable steps to ensure that the Company Circular will not contain any misrepresentation (except that the Company shall not be responsible to Parent for any information relating to the Purchaser Parent and its affiliates that was affiliates, including in relation to the Parent Shares, provided by the Purchaser expressly Parent or its representatives in writing for inclusion in the Company Circular).
(c) The Subject to Section 5.7, the Company Circular shall (i) include a written copy of the Fairness Opinion (and the Company shall provide an advance copy thereof to the Purchaser for its review and consideration); (ii) state that the Board has received the Fairness Opinion and unanimously determined, after receiving legal and financial advice, determined that the Investment Arrangement is fair to the Company Shareholders and that the Arrangement and entry into this Agreement are in the best interests of the Company and fair to (ii) contain the recommendation of the Company Shareholders (other than the Purchaser and its affiliates) and Board to Company Securityholders that the Company Shareholders they vote in favour of the Approval Resolution (the “Company Board Recommendation”); and (iii) include statements that each of the Locked-Up Shareholders has signed a Voting AgreementArrangement Resolution.
(d) The Purchaser Parent shall provide to provide, on a timely basis, the Company with all information regarding Parent, its affiliates and the Purchaser and its Affiliates as reasonably requested by the Company or Parent Shares, as required by the Interim Order or applicable Laws for inclusion in the Company Circular or in any amendments or supplements to such Company Circular. The Purchaser Parent 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. Parent shall take all reasonable steps to ensure that any such information will does not include any Misrepresentation including misrepresentation concerning the Purchaser Parent and its Affiliatesaffiliates, including in relation to the Parent Shares.
(e) The Purchaser Company and Parent each acknowledge the importance of consistency across all public documents and, in that context, Parent and its legal counsel shall be given a reasonable opportunity to review and comment on the Company Circular (and other related documents any amendment to the Company Circular) prior to the Company Circular and other related documents being printed and and/or filed with the any Governmental AuthoritiesEntity, and reasonable consideration shall be given to any comments made by the Purchaser Parent and its legal counsel; provided that all information relating solely to the Purchaser, the Parent and their affiliates included in the Company Circular shall be in form and substance satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser Parent with final copies of the Company Circular prior to its the mailing to the Company Shareholders.
(f) The Purchaser Company and the Company Parent shall each promptly notify each the other if at any time before the Closing Effective Date either becomes aware that the Company Circular contains a Misrepresentationmisrepresentation, or that the Company Circular otherwise requires an amendment or supplement 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 promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Company Shareholders and, if required by the Court or applicable Laws, file the same with the any Governmental Authorities Entity and as otherwise required.
Appears in 1 contract
Company Circular. (a) As promptly Subject to the Purchaser complying with Section 2.5(e), the Company will, in consultation with the Purchaser:
(i) as soon as reasonably practicable following after the date execution of this Agreement and in any event no later than September 5Agreement, 2018 to registered Company Shareholders, the Company shall: (i) promptly prepare the Company Circular together with any and all other documents required by, by the BCBCA and in compliance in all material respects with, all other applicable Laws on in connection with the date approval of the mailing thereofArrangement Resolution by the Company Shareholders and Company Optionholders at the Company Meeting; and
(ii) file as soon as reasonably practicable after the Company Circular with all Canadian Securities Regulators in all jurisdictions where issuance of the same is required to be filed and with the TSX; and (iii) send Interim Order, cause the Company Circular to be sent to the Company Shareholders and Company Optionholders in compliance with the accelerated timing contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and filed as required under all by the Interim Order and applicable Laws.
(b) On the date of mailing thereof, the The Company shall ensure that the Company Circular shall be complete and correct complies in all material respectsrespects with applicable Laws, shall and, without limiting the generality of the foregoing, that the Company 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 information furnished by the Purchaser) and shall contain will provide the Company Shareholders and Company Optionholders with information in sufficient detail to permit the Company Shareholders them to form a reasoned judgment judgement concerning the matters to be placed before them at the Company Meeting (except that the Company shall not be responsible for any information relating to the Purchaser and its affiliates that was provided by the Purchaser expressly for inclusion in the Company Circular)Meeting.
(c) The Company shall use commercially reasonable efforts to obtain any necessary consents from its auditor and any other experts or advisors to the use of any financial, technical or other expert information required to be included in the Company Circular shall (i) include a written copy of the Fairness Opinion (and the Company shall provide an advance copy thereof Purchaser Circular and to the Purchaser for its review and consideration); (ii) state that the Board has received the Fairness Opinion and unanimously determined, after receiving legal and financial advice, that the Investment is identification in the best interests of the Company Circular and fair to the Company Shareholders (other than the Purchaser and its affiliates) and that the Company Shareholders vote in favour Circular of the Approval Resolution (the “Company Board Recommendation”); and (iii) include statements that each of the Locked-Up Shareholders has signed a Voting Agreementsuch advisor.
(d) The Purchaser shall provide to the Company all information regarding and the Purchaser will cooperate in the preparation, filing and its Affiliates as reasonably requested by the Company or as required by applicable Laws for inclusion in mailing of the Company Circular. The Purchaser shall ensure that any such information Company will not include any Misrepresentation including concerning provide the Purchaser and its Affiliates.
(e) The Purchaser and its legal counsel shall be given with a reasonable opportunity to review and comment on all drafts of the Company Circular and other documents related documents thereto prior to filing the Company Circular with applicable Governmental Authorities and printing and mailing the Company Circular to the Company Circular Shareholders and other related documents being printed and filed with the Governmental AuthoritiesCompany Optionholders, and will give reasonable consideration shall be given to any comments made by the Purchaser and its legal counsel; provided that all such comments. All information relating solely to the Purchaser, the Parent and their affiliates Purchaser included in the Company Circular shall be provided by the Purchaser in accordance with Section 2.5(e) and shall be in form and substance content satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with final copies of the Company Circular prior to its mailing to the Company Shareholders.
(f) The Purchaser and the Company shall each promptly notify each other if at any time before the Closing Date either becomes aware that the Company Circular contains a Misrepresentation, or that the Company Circular otherwise requires an amendment or supplement 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 promptly mail or otherwise publicly disseminate any amendment or supplement to Circular will include: (i) a statement that the Company Circular Special Committee has unanimously, after consulting with management of the Company and legal and financial advisors in evaluating the Arrangement, recommended that the Company Board approve this Agreement and the Arrangement; (ii) a statement that the Company Board has unanimously, after consulting with management of the Company and legal and financial advisors in evaluating the Arrangement, determined that the Arrangement is fair to the Company Shareholders and, if required by and it is in the Court or applicable Laws, file best interests of the same with the Governmental Authorities and as otherwise required.Company;
Appears in 1 contract
Sources: Arrangement Agreement
Company Circular. (a) As promptly as reasonably practicable following the date execution of this Agreement and in any event no later than September 5, 2018 to registered Company ShareholdersAgreement, the Company shall: (i) shall prepare and complete, in consultation with the Parent as contemplated by this Section 2.05, the Company Circular together with any and all other documents required by, and in compliance in all material respects with, all by applicable Laws on in connection with the date of Company Meeting and the mailing thereof; (ii) file Company shall, promptly after obtaining the Interim Order, cause the Company Circular with all Canadian Securities Regulators in all jurisdictions where the same is required and such documents to be filed and with the TSX; Securities Authorities or any other Governmental Entity and (iii) send the sent to each Company Circular to the Company Shareholders Shareholder and other Persons as required under all by the Interim Order and applicable Laws.
(b) On the date of mailing thereof, the . The Company shall ensure that the Company Circular shall be complete and correct complies in all material respectsrespects with the Interim Order and applicable Laws, does not contain a Misrepresentation; provided that the Company shall not contain be responsible for the accuracy of any Misrepresentation information about the Parent or the Buyer and shall contain sufficient detail furnished by the Parent or the Buyer for purposes of inclusion in the Company Circular pursuant to permit Section 2.05(b) and provides the Company Shareholders with sufficient information to permit them to form a reasoned judgment concerning the matters to be placed before them at the Company Meeting (Meeting. Without limiting the generality of the foregoing, but subject to Section 7.03(a), except to the extent that the Company shall not be responsible for any information relating to the Purchaser and its affiliates that was provided by the Purchaser expressly for inclusion Board has effected a Company Change in Recommendation, the Company Circular).
(c) The Company Circular shall must include: (i) include a written copy of the Company Fairness Opinion (and the Company shall provide an advance copy thereof to the Purchaser for its review and consideration); Opinion, (ii) state a statement that the Company Board has received the Company Fairness Opinion and unanimously determinedhas made the Company Board Recommendation; (iii) a statement that the Company Board has unanimously, after receiving consulting with management of the Company and legal and financial adviceadvisors in evaluating the Arrangement, determined that the Investment Arrangement is fair to the Company Shareholders and it is in the best interests of the Company and fair to Company; (iv) the unanimous recommendation of the Company Shareholders (other than the Purchaser and its affiliates) and Board that the Company Shareholders vote in favour of the Approval Arrangement Resolution (and the “Company Board Recommendation”)rationale for that recommendation; and (iiiv) include statements a statement that each of the Company Locked-Up up Shareholders has signed a have entered into Company Voting Agreementand Support Agreements pursuant to which they intend to vote all of their Company Shares in favour of the Arrangement Resolution.
(db) The Purchaser Parent shall provide to the Company in writing all necessary information regarding concerning the Purchaser and its Affiliates as reasonably requested by Parent or the Company or Buyer as required by the Interim Order or applicable Laws (and in particular, Securities Laws) for inclusion in the Company CircularCircular (including any financial statements required pursuant to applicable Securities Laws). The Purchaser Parent shall ensure that any such information will does not include any Misrepresentation including concerning the Purchaser and its AffiliatesMisrepresentation.
(ec) The Purchaser Parent and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents prior to the Company Circular and other related documents being printed and filed with the Governmental Authorities, and reasonable consideration shall be given to any comments made by the Purchaser Parent and its legal counsel; provided that that, all information relating solely to the Purchaser, Parent or the Parent and their affiliates Buyer included in the Company Circular shall be in form and substance satisfactory to the PurchaserParent, acting reasonably. The Company shall provide the Purchaser Parent with final copies of the Company Circular prior to its mailing to the Company Shareholders.
(fd) The Purchaser and the Company Each Party shall each promptly notify each the other Party if at any time before the Closing Date either it becomes aware that the Company Circular contains a Misrepresentation, Misrepresentation or that the Company Circular otherwise requires an amendment or supplement and the Parties shall co-operate in the preparation of any amendment or supplement to the Company Circular as required or appropriate, appropriate and the Company shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Company Shareholders and, if required by the Court or applicable Laws, file the same with the Securities Authorities or any other Governmental Authorities Entity. The Company shall provide the Parent with final copies of the amendment or supplement to the Company Circular prior to its mailing to the Company Shareholders.
(e) The Company shall not be responsible for any information in the Company Circular relating to the Parent, its affiliates or the Consideration Shares. The Parent shall indemnify and as otherwise requiredsave harmless the Company and each of its representatives from and against any and all liabilities, losses, damages, Taxes, claims, costs, expenses, interest awards, judgements and penalties (collectively, “Losses”) to which 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 or alleged Misrepresentation in any information relating to the Parent or its affiliates included in the Company Circular that was provided by the Parent or a Representative thereof expressly for inclusion in the Company Circular; and
(ii) 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 the Company Circular that was provided by the Parent or a Representative thereof expressly for inclusion in the Company Circular.
(f) Each Party shall also use its commercially reasonable efforts to obtain any necessary consents from 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 to the identification in the Company Circular of each such advisor.
Appears in 1 contract
Sources: Arrangement Agreement (Aditxt, Inc.)
Company Circular. (a) As promptly as reasonably practicable following the date execution of this Agreement and in any event no later than September 5, 2018 to registered Company ShareholdersAgreement, the Company shall: shall (i) prepare the Company Circular together with any and all other documents required by, and in compliance in all material respects with, all by applicable Laws on in connection with the date of the mailing thereof; Company Meeting, (ii) file the Company Circular with all Canadian Securities Regulators in all jurisdictions where the same is required to be filed and with the TSX; filed, and (iii) send mail the Company Circular to the Company Shareholders as required under all applicable Laws.
(b) Laws and by the Interim Order. On the date of mailing thereof, the Company shall ensure that the Company Circular shall be complete and correct comply in all material respects, shall not contain any Misrepresentation respects with all applicable Laws and the Interim Order and shall contain sufficient detail to permit the Company Shareholders to form a reasoned judgment judgement concerning the matters to be placed before them at the Company Meeting Meeting.
(except b) The Company shall ensure that the Company shall Circular complies in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, that the Company Circular will not be responsible for contain any misrepresentation (other than with respect to information relating to the Purchaser and ▇▇▇▇▇▇, its affiliates that was and the ▇▇▇▇▇▇ Shares, or information provided by the Purchaser expressly for inclusion in the Company Circular▇▇▇▇▇▇).
(c) The Company Circular shall (i) include a written copy of the Fairness Opinion (and the Company shall provide an advance copy thereof to the Purchaser for its review and consideration); (ii) state that the Board has received the Fairness Opinion and unanimously determined, after receiving legal and financial advice, that the Investment is in the best interests of the Company and fair to the Company Shareholders (other than the Purchaser and its affiliates) and that the Company Shareholders vote in favour of the Approval Resolution (the “Company Board Recommendation”); and (iii) include statements that each of the Locked-Up Shareholders has signed a Voting Agreement.
(d) The Purchaser ▇▇▇▇▇▇ shall provide to the Company all information regarding ▇▇▇▇▇▇, its affiliates and the Purchaser ▇▇▇▇▇▇ Shares, including any pro forma financial statements prepared in accordance with U.S. GAAP and its Affiliates applicable Laws, as is reasonably requested by the Company or as required by the Interim Order or applicable Laws for inclusion in the Company Circular. The Purchaser ▇▇▇▇▇▇ shall also use commercially reasonable efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Company Circular. ▇▇▇▇▇▇ shall ensure that any such information will does not include any Misrepresentation including concerning the Purchaser and its Affiliatesmisrepresentation.
(ed) The Purchaser ▇▇▇▇▇▇ and its legal counsel shall be given a reasonable opportunity to review and comment on the Company Circular and other related documents prior to the Company Circular and other related documents being printed and filed with the any Governmental AuthoritiesEntity, and reasonable consideration shall be given to any comments made by the Purchaser ▇▇▇▇▇▇ and its legal counsel; , provided that all information relating solely to ▇▇▇▇▇▇, its affiliates and the Purchaser, the Parent and their affiliates ▇▇▇▇▇▇ Shares included in the Company Circular shall be in form and substance content satisfactory to the Purchaser▇▇▇▇▇▇, acting reasonably. The Company shall provide the Purchaser with final copies of the Company Circular prior to its mailing to the Company Shareholders.
(fe) The Purchaser Company and the Company ▇▇▇▇▇▇ shall each promptly notify each other if at any time before the Closing Effective Date either becomes aware that the Company Circular contains a Misrepresentationmisrepresentation, or that the Company Circular 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 promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Company Shareholders and, if required by the Court or applicable Laws, file the same with the any Governmental Authorities Entity and as otherwise required.
Appears in 1 contract
Company Circular. (a) As Subject to the Buyer’s compliance with Section 2.05(c), as promptly as reasonably practicable following the date execution of this Agreement and in any event no later than September 5, 2018 to registered Company ShareholdersAgreement, the Company shall: (i) shall prepare and complete, in consultation with the Buyer as contemplated by this Section 2.05, the Company Circular together with any and all other documents required by, and in compliance in all material respects with, all by applicable Laws on in connection with the date of Company Meeting and the mailing thereof; (ii) file Company shall, promptly after obtaining the Interim Order, cause the Company Circular with all Canadian Securities Regulators in all jurisdictions where the same is required and such documents to be filed and with the TSX; Securities Authorities or any other Governmental Entity and (iii) send the sent to each Company Circular to the Company Shareholders Shareholder and other Persons as required under all by the Interim Order and applicable Laws.
(b) On Subject to the date of mailing thereofBuyer’s compliance with Section 2.05(c), the Company shall ensure that the Company Circular shall be complete and correct complies in all material respectsrespects with applicable Law and the Interim Order, shall does not contain any Misrepresentation regarding the Company and shall contain provides Company Shareholders with sufficient detail information to permit the Company Shareholders them to form a reasoned judgment concerning the matters to be placed before them at the Company Meeting (except that Meeting. Without limiting the generality of the foregoing, the Company shall not be responsible for any information relating to the Purchaser and its affiliates that was provided by the Purchaser expressly for inclusion in the Company Circular).
(c) The Company Circular shall must include: (i) include a written copy of the Fairness Opinion (and the Company shall provide an advance copy thereof to the Purchaser for its review and consideration)Opinion; (ii) state a statement that the Company Board has received the Fairness Opinion Opinion, and has unanimously determined, after receiving financial and legal and financial advice, that the Investment 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 Company and its security holders and that the Company and fair to the Company Shareholders (other than the Purchaser and its affiliates) and Board unanimously recommends that the Company Shareholders vote in favour of the Approval Arrangement Resolution (the “Company Board Recommendation”); and (iii) include statements a statement that each certain directors and officers of the Locked-Up Company intend 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, the whole in accordance with their Support and Voting Agreements; and (iv) a statement that the Supporting Shareholders has signed a have entered into Support and Voting AgreementAgreements and specifying the percentage of the issued and outstanding Company Shares covered by such Support and Voting Agreements.
(dc) The Purchaser shall Buyer shall, in a timely manner, provide to the Company all necessary information regarding concerning the Purchaser Buyer and its Affiliates as reasonably requested by the Company or Buyer Shares as required by the Interim Order or applicable Laws for inclusion in the Company Circular. The Purchaser Buyer shall also use commercially reasonable efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Company Circular and to the identification in the Company Circular of each such advisor. The Buyer shall ensure that any such information will not include any Misrepresentation including concerning the Purchaser and its AffiliatesBuyer or the Buyer Shares.
(ed) The Purchaser Buyer and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents prior to the Company Circular and other related documents being printed and filed with the Governmental Authorities, and reasonable consideration shall be given to any comments made by the Purchaser Buyer and its legal counsel; provided that that, all information relating solely to the Purchaser, Buyer and the Parent and their affiliates Buyer Shares included in the Company Circular shall be in form and substance satisfactory to the PurchaserBuyer, acting reasonably. The Company shall provide the Purchaser Buyer with final copies of the Company Circular prior to its mailing to the Company Shareholders.
(fe) The Purchaser and the Company Each Party shall each promptly notify each the other Party if at any time before the Closing Date either it becomes aware that the Company Circular contains a Misrepresentation, Misrepresentation or that the Company Circular otherwise requires an amendment or supplement and the Parties shall co-operate in the preparation of any amendment or supplement to the Company Circular as required or appropriate, appropriate and the Company shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Company Shareholders and, if required by the Court or applicable Laws, file the same with the Securities Authorities or any other Governmental Authorities Entity.
(f) The Company covenants and as otherwise requiredagrees that it will indemnify and save harmless the Buyer and its officers, directors, employees, representatives, agents, advisors of the Buyer or the Buyer’s subsidiaries, or other parties on its behalf (the “Buyer 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 Buyer or the Buyer Representatives may be subject or which the Buyer or the Buyer Representatives may suffer, whether under the provisions of any statute or otherwise, in any way caused by, or arising, directly or indirectly, from or in consequence of: (i) any misrepresentation or alleged misrepresentation contained solely in any Company Information included in the Company Circular that was provided by the Company expressly for inclusion in the Company Circular; (ii) any order made or any inquiry, investigation or proceeding by any securities commission or other competent authority based upon any misrepresentation or alleged misrepresentation contained solely in the Company Information included in the Company Circular that was provided by the Company expressly for inclusion in the Company Circular; and (iii) the Company not complying with any requirement of applicable Securities Laws in connection with the transactions contemplated in this Agreement, except that the Company will not be liable in any such case to the extent that any such liabilities, claims, demands, losses, costs, damages and expenses arise out of any information contained in the Company Circular, other than the Company Information included in the Company Circular that was provided by the Company expressly for inclusion in the Company Circular, or the negligence of the Buyer or the non-compliance by the Buyer with any requirement of applicable Securities Laws in connection with the transactions contemplated by this Agreement.
(g) The Buyer covenants and agrees that it will indemnify and save harmless the Company and its officers, directors, employees, representatives, agents, advisors of the Company or the Company’s subsidiaries, or other parties on its behalf (the “Company 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 or the Company Representatives may be subject or which the Company or the Company Representatives may suffer, whether under the provisions of any statute or otherwise, in any way caused by, or arising, directly or indirectly, from or in consequence of: (i) any misrepresentation or alleged misrepresentation contained solely in any Buyer Information included in the Company Circular that was provided by the Buyer expressly for inclusion in the Company Circular; (ii) any order made or any inquiry, investigation or proceeding by any securities commission or other competent authority based upon any misrepresentation or alleged misrepresentation contained solely in the Buyer Information included in the Company Circular that was provided by the Buyer expressly for inclusion in the Company Circular; and (iii) the Buyer not complying with any requirement of applicable Securities Laws in connection with the transactions contemplated in this Agreement, except that the Buyer will not be liable in any such case to the extent that any such liabilities, claims, demands, losses, costs, damages and expenses arise out of any information contained in the Company Circular, other than the Buyer Information included in the Company Circular that was provided by the Buyer expressly for inclusion in the Company Circular, or the negligence of the Company or the non-compliance by the Company with any requirement of applicable Securities Laws in connection with the transactions contemplated by this Agreement.
Appears in 1 contract
Company Circular. (a) As Subject to the Purchaser complying with Section 2.5(c), the Company shall as promptly as reasonably practicable following the date of this Agreement and in any event no later than September 5practicable, 2018 to registered Company Shareholders, the Company shall: (i) prepare the Company Circular together with any and all other documents required by, and in compliance in all material respects with, with all applicable Laws on the date of the mailing thereof; (ii) and file or furnish, as applicable, the Company Circular with all Canadian Securities Regulators respect to the Company Meeting in all jurisdictions where the same is required to be filed or furnished and mail the same as required by the Interim Order and in accordance with all applicable Laws in all jurisdictions where the same is required to be mailed. If necessary, the Company shall, in consultation with the TSX; and Purchaser abridge the timing contemplated by NI 54-101, as provided in Section 2.20 thereof (iii) send provided, however, that for greater certainty, the Company Circular foregoing obligation shall not extend to the Company Shareholders as required under all applicable Lawsmaking of an application for a waiver or exemption from the requirements of NI 54-101).
(b) On the date of mailing thereof, the The Company shall ensure that the Company Circular shall be complete and correct complies in all material respectsrespects with all applicable Laws, and, without limiting the generality of the foregoing, that the Company Circular shall 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 information relating to and provided by the Purchaser for inclusion in the Company Circular, for which the Company shall not be responsible for the accuracy thereof) and shall contain provide the Company Shareholders with information in sufficient detail to permit the Company Shareholders them to form a reasoned judgment concerning the matters to be placed before them at the Company Meeting Meeting. The Company Circular shall include: (except that i) the Company shall not be responsible for Board Recommendation; (ii) a statement that each of the Company Locked-up Shareholders, and any information relating other relevant Company Shareholders, have entered into Company Voting Agreements pursuant to which they have agreed to vote all of their Company Shares (including any Company Shares issued upon the exercise of any Company Incentive Securities) in favour of the Company Resolution and any other resolution presented at the Company Meeting required to give effect to the Purchaser Arrangement; and its affiliates that was provided by the Purchaser expressly for inclusion in (iii) a summary and copies of the Company Circular)Fairness Opinions.
(c) The Company Circular Purchaser shall (i) include a written copy of the Fairness Opinion (and furnish to the Company shall provide an advance copy thereof to on a timely basis such information regarding the Purchaser for its review and consideration); (ii) state that as may be required by Law or reasonably required by the Board has received the Fairness Opinion and unanimously determined, after receiving legal and financial advice, that the Investment is Company in the best interests preparation of the Company Circular, and fair the Purchaser shall ensure that no such information will include any untrue statement of a material fact or omit to state a material fact required to be stated in the Company Shareholders (other than Circular in order to make any information so furnished or any information concerning the Purchaser and its affiliates) and that Purchaser, as the Company Shareholders vote case may be, not misleading in favour light of the Approval Resolution (the “Company Board Recommendation”); and (iii) include statements that each of the Locked-Up Shareholders has signed a Voting Agreementcircumstances in which it is disclosed.
(d) The Purchaser shall provide use commercially reasonable efforts to obtain any necessary consents from its auditor and any other advisors to the Company all use of any financial, technical or other expert information regarding the Purchaser and its Affiliates as reasonably requested by the Company or as required by applicable Laws for inclusion to be included in the Company Circular. The Purchaser shall ensure that any Circular and to the identification in the Company Circular of each such information will not include any Misrepresentation including concerning the Purchaser and its Affiliatesadvisor.
(e) The Purchaser and its outside legal counsel shall be given a reasonable opportunity to review and comment on the Company Circular and other related documents Circular, prior to the Company Circular and other related documents being printed printed, mailed to Company Securityholders and filed with the Governmental Securities Authorities, and reasonable consideration shall be given to any comments made by the Purchaser and its outside legal counsel; , provided that all information relating solely to the Purchaser, the Parent and their affiliates Purchaser included in the Company Circular Circular, and any information describing the terms and conditions of this Agreement, the Company Voting Agreements or the Plan of Arrangement, shall be in form and substance content satisfactory to the Purchaser, acting reasonably. The Purchaser and its outside legal counsel shall provide any comments with respect to the Company Circular in a timely manner. The Company shall provide the Purchaser with a final copies copy of the Company Circular prior to its mailing to the Company ShareholdersSecurityholders.
(f) The Purchaser and the Company Each Party shall each promptly notify each the other if at any time before the Closing Effective Date either it becomes aware (in the case of the Purchaser, only in respect of information relating to the Purchaser) that the Company Circular contains an untrue statement of a Misrepresentationmaterial 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 the Company Circular 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 Circular, as required or appropriate, and the Company shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Company Shareholders Securityholders and, if required by the Court or applicable Laws, file the same with the Securities Authorities.
(g) The Company shall promptly advise the Purchaser of any communication (oral or in writing) received by the Company from the TSX, the NYSE American, any of the Securities Authorities or any other Governmental Authorities and as otherwise requiredEntity in connection with the Company Circular.
Appears in 1 contract
Sources: Arrangement Agreement (B2gold Corp)
Company Circular. (a) As Subject to the Purchaser’s compliance with Section 2.4(d), the Company shall (i) as promptly as reasonably practicable following the date execution of this Agreement and in any event no later than September 5Agreement, 2018 to registered Company Shareholders, the Company shall: (i) prepare the Company Circular together with any and all other documents required by, and in compliance in all material respects with, all by applicable Laws on in connection with the date of the mailing thereof; Company Meeting and (ii) as promptly as reasonably practicable after obtaining the Interim Order, file the Company Circular with all Canadian Securities Regulators in all jurisdictions where the same is required to be filed and with the TSX; and (iii) send mail the Company Circular to the each Company Shareholders Shareholder and any other Person as required under all applicable LawsLaws and by the Interim Order, in each case, using commercially reasonable efforts so as to permit the Company Meeting to be held by the date specified in Section 2.3(a).
(b) On the date of mailing thereof, the Company shall ensure that the Company Circular shall be complete and correct complies in all material respects, shall not contain any Misrepresentation respects with all applicable Laws and the Interim Order and shall contain sufficient detail to permit the Company Shareholders to form a reasoned judgment concerning the matters to be placed before them at the Company Meeting Meeting, and, without limiting the generality of the foregoing, shall ensure that the Company Circular 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 provided by the Purchaser expressly for inclusion in the Company CircularCircular pursuant to Section 2.4(d) in the form in which it was provided for inclusion).
(c) The Company Circular shall shall: (i) state that the Company Board and the Special Committee have received, and include a written copy of, the Opinions (which in the case of the Fairness Opinion (from the Special Committee’s financial advisor will include a summary of the methodology, information and the Company shall provide an advance copy thereof to the Purchaser for its review and considerationanalysis underlying such Opinion); (ii) state that the Company Board has received and the Fairness Opinion Special Committee have evaluated the Arrangement with the Company’s management and unanimously determined, after receiving legal and financial adviceadvisors, and that the Investment Company Board and the Special Committee have unanimously determined that the Arrangement is fair to the Company Shareholders and that the Arrangement is in the best interests of the Company; (iii) contain the unanimous recommendation of the Company and fair Board to the Company Shareholders (other than the Purchaser and its affiliates) and that the Company Shareholders they vote in favour of the Approval Arrangement Resolution (the “Company Board Recommendation”); and (iiiiv) include statements that each of the Locked-Up Shareholders has signed a Voting Agreement, pursuant to which, and subject to the terms thereof, they have agreed to, among other things, vote their Company Shares in favour of the Arrangement Resolution and against any resolutions submitted by any Company Shareholder that is inconsistent with the Arrangement; (v) include information on how Company Shareholders and proxyholders can vote electronically at the Company Meeting and any limitations on the ability to ask questions and (vi) include all information that, in the reasonable judgment of the Parties and their legal counsel, is required to allow the Parties to rely on the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Consideration Shares pursuant to the Arrangement.
(d) The Purchaser shall provide to the Company Company, on a timely basis, with all information regarding the Purchaser and its Affiliates as reasonably requested by the Company or affiliates as required by applicable Laws for inclusion in the Company Circular or in any amendments or supplements to the Company Circular. The Purchaser shall ensure that any such information will does not include any Misrepresentation including misrepresentation concerning the Purchaser or its affiliates. Each of the Company and the Purchaser shall also use its Affiliatescommercially 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 Company Circular and to the identification in the Company Circular of each such advisor.
(e) 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 prior to the Company Circular and other related documents being printed and filed with the any Governmental AuthoritiesEntity, and reasonable consideration shall be given to any comments made by the Purchaser and its legal counsel; , provided that all information relating solely to the Purchaser, the Parent Purchaser and their its affiliates included in the Company Circular shall be in form and substance satisfactory to content approved in writing by the Purchaser, acting reasonablyreasonably and for greater certainty the Company Circular shall not be printed or filed with any Governmental Entity without such consent. The Company shall provide the Purchaser with final copies of the Company Circular prior to its the mailing to the Company Shareholders.
(f) The Purchaser and the Company shall each promptly notify each other if at any time before the Closing Date either becomes aware that the Company Circular contains a Misrepresentation, or that the Company Circular otherwise requires an amendment or supplement 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 promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Company Shareholders and, if required by the Court or applicable Laws, file the same with the Governmental Authorities and as otherwise required.
Appears in 1 contract
Company Circular. (a) As promptly The Company shall prepare the Company Circular in compliance with applicable Securities Laws and file the Company Circular as reasonably practicable following the date of this Agreement soon as practicable, and in any event no later than September 5on or before January 20, 2018 to registered Company Shareholders2020, the Company shall: (i) prepare the Company Circular together with any and all other documents required by, and in compliance in all material respects with, all applicable Laws on the date of the mailing thereof; (ii) file the Company Circular with all Canadian Securities Regulators in all jurisdictions where the same is required to be filed and with mail the TSX; and (iii) send the Company Circular to the Company Shareholders same as required under by the Interim Order and in accordance with all applicable Laws, in all jurisdictions where the same is required, complying in all material respects with all applicable Laws on the date of mailing thereof.
(b) On the date of mailing thereof, the The Company shall ensure that the Company Circular shall be complete and correct complies in all material respectsrespects with all applicable Laws, shall and, without limiting the generality of the foregoing, that the Company Circular 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 information relating to Acquiror and its affiliates) and shall contain provide Company Securityholders with information in sufficient detail to permit the Company Shareholders them to form a reasoned judgment concerning the matters to be placed before them at the Company Meeting (except Meeting. Subject to Section 7.2, the Company Circular will include the unanimous recommendation of the Company Board that the Company shall not be responsible for Securityholders vote in favour of the Arrangement Resolution, and a statement that each director of the Company intends to vote all of such director’s Company Shares and Company Options (including any information relating Company Shares issued upon the exercise of any Company Options) in favour of the Arrangement Resolution, subject to the Purchaser other terms of this Agreement and its affiliates that was provided by the Purchaser expressly for inclusion in the Company Circular)Voting Agreements.
(c) The Acquiror will furnish to the Company Circular shall (i) include a written copy of the Fairness Opinion (all such information regarding Acquiror, its affiliates and the Consideration Shares, as may be reasonably required by the Company shall provide an advance copy thereof to the Purchaser for its review and consideration); (iiincluding, as required by section 14.2 of Form 51-102F5) state that the Board has received the Fairness Opinion and unanimously determined, after receiving legal and financial advice, that the Investment is in the best interests preparation of the Company Circular and fair other documents related thereto. Acquiror shall also use commercially reasonable efforts to obtain any necessary consents from Qualified Persons and its auditors to the Company Shareholders (other than the Purchaser and its affiliates) and that use of any financial or technical information required to be included in the Company Shareholders vote Circular. Acquiror shall ensure that no such information will include any untrue statement of a material fact or omit to state a material fact required to be stated in favour the Company Circular in order to make any information so furnished or any information concerning Acquiror not misleading in light of the Approval Resolution (the “Company Board Recommendation”); circumstances in which it is disclosed and (iii) include statements that each shall constitute full, true and plain disclosure of the Locked-Up Shareholders has signed a Voting Agreementsuch information concerning Acquiror.
(d) The Purchaser shall provide to the Company all information regarding the Purchaser and its Affiliates as reasonably requested by the Company or as required by applicable Laws for inclusion in the Company Circular. The Purchaser shall ensure that any such information will not include any Misrepresentation including concerning the Purchaser and its Affiliates.
(e) The Purchaser Acquiror and its legal counsel shall be given a reasonable opportunity to review and comment on the Company Circular and other related documents Circular, prior to the Company Circular and other related documents being printed and mailed to the Company Securityholders and filed with the Governmental Securities Authorities, and reasonable consideration shall be given to any comments made by the Purchaser Acquiror and its legal counsel; , provided that all information relating solely to the Purchaser, the Parent and their affiliates Acquiror included in the Company Circular shall be in form and substance content satisfactory to the PurchaserAcquiror, acting reasonably. The Company shall provide the Purchaser Acquiror with a final copies copy of the Company Circular prior to its mailing to the Company ShareholdersSecurityholders.
(fe) The Purchaser Company and the Company Acquiror shall each promptly notify each the other if at any time before the Closing Effective Date either it becomes aware (in the case of the Company only with respect to the Company and in the case of Acquiror only with respect to Acquiror) that the Company Circular contains an untrue statement of a Misrepresentationmaterial 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 the Company Circular 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 Circular, as required or appropriate, and the Company shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Company Shareholders Securityholders and, if required by the Court or applicable Laws, file the same with the Governmental Securities Authorities and as otherwise required.
(f) Company shall keep Acquiror informed of any requests or comments made by Securities Authorities in connection with the Company Circular.
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