Common use of Filing Statement Clause in Contracts

Filing Statement. (a) Converge shall prepare, with ▇▇▇▇▇▇▇’▇ assistance, the Final Filing Statement and other documents related thereto in accordance with applicable Law and ▇▇▇▇▇▇▇ shall file such documents with the applicable securities regulatory authority and as otherwise required. Converge shall ensure that no such information concerning Converge that is included in the Final Filing Statement shall contain any untrue statement of a material fact (as such term is defined pursuant to the Securities Laws) or omit to state a material fact required to be stated therein in order to make any information concerning Converge not misleading in light of the circumstances in which it is disclosed. (b) ▇▇▇▇▇▇▇ shall furnish to Converge all such information concerning ▇▇▇▇▇▇▇, as may be reasonably required by Converge in the preparation of the Final Filing Statement and other documents related thereto, and ▇▇▇▇▇▇▇ shall ensure that no such information provided by ▇▇▇▇▇▇▇ for inclusion in the Final Filing Statement shall contain any untrue statement of a material fact (as such term is defined pursuant to Securities Laws) or omit to state a material fact required to be stated therein in order to make any information so furnished by ▇▇▇▇▇▇▇ not misleading in light of the circumstances in which it is disclosed. (c) Converge shall promptly notify ▇▇▇▇▇▇▇ if, at any time before the Effective Date, the Final Filing Statement contains an untrue statement of a material fact concerning Converge or omits to state a material fact concerning Converge 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 otherwise requires an amendment or supplement to the Final Filing Statement. (d) ▇▇▇▇▇▇▇ shall promptly notify Converge if, at any time before the Effective Date, the Final Filing Statement contains an untrue statement of a material fact concerning ▇▇▇▇▇▇▇ or omits to state a material fact concerning ▇▇▇▇▇▇▇ 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 otherwise requires an amendment or supplement to the Final Filing Statement. (e) each of ▇▇▇▇▇▇▇ and Converge shall co-operate in the preparation of any amendment or supplement as required or as appropriate pursuant to Subsections 3.4(c) and 3.4(d). ▇▇▇▇▇▇▇ shall, subject to compliance by Converge with this Subsection 3.4(e), and, if required by the TSXV or applicable Laws, file any amendment or supplement to the Final Filing Statement with the applicable securities regulatory authority and as otherwise required.

Filing Statement. (a) Converge shall prepare, with ▇▇▇▇▇▇▇’▇ assistancePromptly after the execution of this Agreement, the Final Company and Apogee jointly shall prepare and complete the Filing Statement together with any other documents required by the OBCA, Applicable Securities Laws and other documents related thereto applicable Laws and the rules and policies of the NEO Exchange in accordance with applicable Law and ▇▇▇▇▇▇▇ shall file such documents connection with the Acquisition, and Apogee shall, as promptly as reasonably practicable after obtaining the approval of the NEO Exchange, cause the Filing Statement to be filed on SEDAR. (b) Apogee represents, warrants and covenants that the Filing Statement will comply in all material respects with all applicable securities regulatory authority and as otherwise required. Converge shall ensure Laws (including Applicable Securities Laws), and, without limiting the generality of the foregoing, that no such information concerning Converge that is included in the Final Filing Statement shall not contain any untrue statement of a material fact (as such term is defined pursuant to the Securities Laws) or omit to state a material fact required to be stated therein in order or necessary to make any information concerning Converge the statements contained therein not misleading in light of the circumstances in which it they are made (provided that Apogee shall not be responsible for the information relating to the Company or the Resulting Issuer that is disclosed. (b) ▇▇▇▇▇▇▇ shall furnish to Converge all such information concerning ▇▇▇▇▇▇▇, as may be reasonably required furnished in writing by Converge in the preparation of the Final Filing Statement and other documents related thereto, and ▇▇▇▇▇▇▇ shall ensure that no such information provided by ▇▇▇▇▇▇▇ Company for inclusion in the Final Filing Statement (collectively, the “Company Filing Statement Disclosure”). (c) The Company represents and warrants that any Company Filing Statement Disclosure will comply in all material respects with all applicable Laws (including Applicable Securities Laws), and, without limiting the generality of the foregoing, that the Company Filing Statement Disclosure shall not contain any untrue statement of a material fact (as such term is defined pursuant to Securities Laws) or omit to state a material fact required to be stated therein in order or necessary to make any information so furnished by ▇▇▇▇▇▇▇ the statements contained therein not misleading in light of the circumstances in which it they are made (provided that the Company shall not be responsible for the information relating to the Apogee, Subco or the Resulting Issuer that is disclosedfurnished in writing by Apogee or Subco for inclusion in the Filing Statement). (cd) Converge The Company, Apogee and their respective legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Filing Statement and other documents related thereto, and reasonable consideration shall be given to any comments made by the Company, Apogee and their respective counsel, provided that all information relating solely to Apogee included in the Filing Statement shall be in form and content satisfactory to Apogee, acting reasonably, and all information relating solely to the Company included in the Filing Statement shall be in form and content satisfactory to the Company, acting reasonably. (e) Apogee and the Company shall promptly notify ▇▇▇▇▇▇▇ if, each other if at any time before the Effective Datedate of filing in respect of the Filing Statement, either party becomes aware that the Final Filing Statement contains an untrue statement of a material fact concerning Converge or omits to state a material fact concerning Converge 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 otherwise requires an amendment or supplement to the Final Filing Statement. (d) ▇▇▇▇▇▇▇ shall promptly notify Converge if, at any time before the Effective Date, the Final Filing Statement contains an untrue statement of a material fact concerning ▇▇▇▇▇▇▇ or omits to state a material fact concerning ▇▇▇▇▇▇▇ required to be stated therein or necessary to make and the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Final Filing Statement. (e) each of ▇▇▇▇▇▇▇ and Converge Parties shall co-operate cooperate in the preparation of any amendment or supplement to such documents, as the case may be, as required or as appropriate pursuant to Subsections 3.4(corappropriate. (f) Each of Apogee and 3.4(d). ▇▇▇▇▇▇▇ shallthe Company covenants and agrees with theother: (i) except for non-substantive communications, subject to compliance by Converge with this Subsection 3.4(e), and, if required by the TSXV or applicable Laws, file any amendment or supplement it will furnish promptly to the Final Filing Statement other party, as applicable, a copy of each notice, report, schedule or other document delivered, filed or received by it in connection with: (A) the Merger; (B) any filings under Applicable Securities Laws; and (C) any dealings with regulatory agencies in connection with the applicable securities transactions contemplated herein; and (ii) will immediately notify the other party of any legal or governmental action, suit, investigation, injunction, complaint, action, suit, motion, judgement, regulatory authority and as investigation, regulatory proceeding or similar proceeding by any Person, Government Agency or other regulatory body, whether actual or threatened, with respect to the Acquisition or which could otherwise requireddelay or impede the transactions contemplated hereby.

Filing Statement. (a) Converge Mira shall prepare, with ▇▇▇▇▇▇▇’▇ assistance, prepare and file the Final Filing Statement and other documents related thereto in accordance with applicable Law and ▇▇▇▇▇▇▇ shall file such documents law with the applicable securities regulatory authority and as otherwise required. Converge ▇▇▇▇ shall ensure that no such information concerning Converge Mira that is included in the Final Filing Statement shall contain any untrue statement of a material fact (as such term is defined pursuant to the Securities Laws) or omit to state a material fact required to be stated therein in order to make any information concerning Converge ▇▇▇▇ not misleading in light of the circumstances in which it is disclosed. (b) ▇▇▇▇▇▇▇ Nuuvera shall furnish to Converge Mira all such information concerning ▇▇▇▇▇▇▇Nuuvera, as may be reasonably required by Converge Mira in the preparation of the Final Filing Statement and other documents related thereto, and ▇▇▇▇▇▇▇ Nuuvera shall ensure that no such information provided by ▇▇▇▇▇▇▇ Nuuvera for inclusion in the Final Filing Statement shall contain any untrue statement of a material fact (as such term is defined pursuant to the Securities Laws) or omit to state a material fact required to be stated therein in order to make any information so furnished by ▇▇▇▇▇▇▇ Nuuvera not misleading in light of the circumstances in which it is disclosed. (c) Converge Nuuvera shall promptly notify ▇▇▇▇▇▇▇ Mira if, at any time before the Effective DateClosing, the Final Filing Statement contains an untrue statement of a material fact concerning Converge Nuuvera or omits to state a material fact concerning Converge Nuuvera 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 otherwise requires an amendment or supplement to the Final Filing Statement. (d) ▇▇▇▇▇▇▇ shall promptly notify Converge Nuuvera if, at any time before the Effective DateClosing, the Final Filing Statement contains an untrue statement of a material fact concerning ▇▇▇▇▇▇▇ or omits to state a material fact concerning ▇▇▇▇▇▇▇ 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 otherwise requires an amendment or supplement to the Final Filing Statement. (e) each Each of ▇▇▇▇▇▇▇ Mira and Converge Nuuvera shall co-operate in the preparation of any amendment or supplement as required or as appropriate pursuant to Subsections 3.4(c3.3(c) and 3.4(d3.3(d). ▇▇▇▇▇▇▇ Mira shall, subject to compliance by Converge Nuuvera with this Subsection 3.4(e3.3(e), and, if required by the TSXV TSX Venture or applicable Lawslaws, file any amendment or supplement to the Final Filing Statement with the applicable securities regulatory authority and as otherwise required.

Filing Statement. (a) Converge As promptly as reasonably practicable following execution of this Agreement, Telecure shall prepareprepare and complete, in consultation with ▇▇▇▇▇▇▇’▇ assistancethe Company as contemplated by this Section 2.06, the Final Filing Statement together with any other documents required by Securities Laws and Telecure shall cause the Filing Statement and such other documents related thereto required by Securities Laws to be filed with the Exchange and applicable securities regulatory authorities in accordance with applicable Law and ▇▇▇▇▇▇▇ shall file such documents with the applicable securities regulatory authority and as otherwise required. Converge shall ensure that no such information concerning Converge that is included in the Final Filing Statement shall contain any untrue statement of a material fact (as such term is defined pursuant to the Securities Laws) or omit to state a material fact required to be stated therein in order to make any information concerning Converge not misleading in light of the circumstances in which it is disclosed. (b) ▇▇▇▇▇▇▇ Telecure shall furnish to Converge ensure that the Filing Statement complies in all such information concerning ▇▇▇▇▇▇▇, as may be reasonably required by Converge material respects with applicable Securities Laws and does not contain any Misrepresentation regarding Telecure or Acquireco. (c) The Company shall fully cooperate with Telecure in the preparation of the Final Filing Statement. The Company shall provide to Telecure all necessary information concerning the Company as required by Securities Laws, for inclusion in the Filing Statement as requested by Telecure. The Company 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 Filing Statement and to the identification in the Filing Statement of each such advisor. The Company shall ensure that any such information will not include any Misrepresentation concerning the Company. (d) The Company and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Filing Statement and other related documents related theretoand reasonable consideration shall be given to any comments made by the Company and its legal counsel; provided that, and ▇▇▇▇▇▇▇ shall ensure that no such all information provided by ▇▇▇▇▇▇▇ for inclusion relating solely to the Company included in the Final Filing Statement shall contain any untrue statement of a material fact (as such term is defined pursuant be in form and substance satisfactory to Securities Laws) or omit to state a material fact required to be stated therein in order to make any information so furnished by ▇▇▇▇▇▇▇ not misleading in light of the circumstances in which it is disclosedCompany, acting reasonably. (ce) Converge The Company, on one hand, and Telecure and Acquireco, together, on the other hand, shall promptly notify ▇▇▇▇▇▇▇ if, at any time before each other upon becoming aware that the Effective Date, the Final Filing Statement contains an untrue statement of a material fact concerning Converge Misrepresentation or omits to state a material fact concerning Converge 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 otherwise requires an amendment or supplement to the Final Filing Statement. (d) ▇▇▇▇▇▇▇ and shall promptly notify Converge if, at any time before the Effective Date, the Final Filing Statement contains an untrue statement of a material fact concerning ▇▇▇▇▇▇▇ or omits to state a material fact concerning ▇▇▇▇▇▇▇ 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 otherwise requires an amendment or supplement to the Final Filing Statement. (e) each of ▇▇▇▇▇▇▇ and Converge shall co-operate cooperate in the preparation of any amendment or supplement to the Filing Statement as required or as appropriate pursuant to Subsections 3.4(c) and 3.4(d). ▇▇▇▇▇▇▇ shall, subject to compliance by Converge with this Subsection 3.4(e), and, if Telecure shall cause the Filing Statement and such other documents required by the TSXV or applicable Laws, file any amendment or supplement Securities Laws to the Final Filing Statement be filed with the applicable securities regulatory authority and as otherwise requiredauthorities in accordance with Securities Laws.