Implementation Steps by Ursa Sample Clauses

Implementation Steps by Ursa. ‌ Ursa covenants in favor of Prophecy that Ursa will act expeditiously and in good faith to: (a) cause the board of directors of Ursa to approve a determination, in accordance with Section 3.2 of the Ursa stock option plan, that is advisable in connection with the Arrangement to seek the exercise or termination of the Ursa Options prior to the Effective Time;‌ (b) send a written notice to all of the Ursa Optionholders, in compliance with Section 3.2 of the Ursa stock option plan, advising them that within 30 days of such notice, that each Ursa Optionholder must advise Ursa in writing whether such Ursa Optionholder desires to exercise its Ursa Options not later than five days following the Effective Time, and that upon failure of such Ursa Optionholder providing such written exercise notice to Ursa within the specified 30 day period, all rights of the Ursa Optionholder will terminate, provided that the Arrangement is completed within 180 days of the written notice sent by Ursa. (c) apply to the Court, as soon as reasonably practicable taking into account the mailing date for the Information Circular and in a manner acceptable to Prophecy, acting reasonably, under Section 182(5) of the OBCA for the Interim Order, providing for, among other things, the calling and holding of the Special Meeting for the purposes of considering and, if deemed advisable, approving the Arrangement and the granting of the Dissent Rights, and which application will clearly state Prophecy's and Ursa's intention to rely on the exemption from registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof or similar provisions in any other applicable securities laws to issue Prophecy Securities to Ursa Securityholders pursuant to the Arrangement, and thereafter proceed with and diligently pursue the obtaining of the Interim Order;‌ (d) subject to receipt of the Interim Order, solicit proxies to be voted at the Special Meeting in favour of the Arrangement, including, without limitation, retaining a proxy solicitation agent acceptable to Ursa, and file with the applicable securities commissions and distribute to the Ursa Shareholders, the Information Circular and related proxy solicitation materials (and any amendments or supplements thereto) in compliance with the OBCA, Applicable Securities Laws and the Interim Order, in all jurisdictions where the same are required to be filed and distributed, which distribution shall occur on or before April 30, 2012; (e) sub...