Common use of Directors’ Circular Clause in Contracts

Directors’ Circular. (a) The Company shall prepare and make available for distribution contemporaneously and together with the mailing of the Circular a directors' circular (the "Directors' Circular"), prepared in accordance with Applicable Securities Laws and delivered in accordance with Section 2.1(d)(v) . The Directors' Circular shall reflect the Board Approval and the agreement of the directors of the Company referred to in Section 2.4(c) and shall include written copies of each Fairness Opinion. (b) Prior to printing the Directors' Circular, the Company shall provide the Offeror and its counsel with a reasonable opportunity to review and comment on the Directors' Circular and any related documents, recognizing that whether or not such comments are appropriate will be determined by the Company, acting reasonably. The Offeror shall provide to the Company for inclusion in the Directors' Circular such information regarding the Offeror as is required by Applicable Securities Laws to be included therein. The Offeror represents, warrants and covenants that any information it provides to the Company for inclusion in the Directors' Circular will be true, complete and correct in all material respects as at the date of the Directors' Circular and will not contain any misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading as of the date of the Directors' Circular.

Directors’ Circular. (a) The Company shall prepare and make available for distribution contemporaneously and together with the mailing of the Circular a directors' ’ circular (the "“Directors' ’ Circular"”), prepared in accordance with Applicable Securities Laws and delivered in accordance with Section 2.1(d)(v) ). The Directors' ’ Circular shall reflect the Board Approval and the agreement of the directors of the Company referred to in Section 2.4(c) and shall include written copies of each Fairness Opinion. (b) Prior to printing the Directors' ’ Circular, the Company shall provide the Offeror and its counsel with a reasonable opportunity to review and comment on the Directors' ’ Circular and any related documents, recognizing that whether or not such comments are appropriate will be determined by the Company, acting reasonably. The Offeror shall provide to the Company for inclusion in the Directors' ’ Circular such information regarding the Offeror as is required by Applicable Securities Laws to be included therein. The Offeror represents, warrants and covenants that any information it provides to the Company for inclusion in the Directors' ’ Circular will be true, complete and correct in all material respects as at the date of the Directors' ’ Circular and will not contain any misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading as of the date of the Directors' ’ Circular.