Joint Circular Clause Samples
Joint Circular. (a) As promptly as reasonably practicable following execution of this Agreement, SilverCrest and First Majestic shall cooperate in preparing a mutually acceptable Joint Circular together with any other documents required by applicable Laws in connection with the SilverCrest Meeting and the First Majestic Meeting.
(b) As promptly as reasonably practicable following issuance of the Interim Order, and in any event prior to the close of business on the Mailing Deadline, SilverCrest and First Majestic shall cause the Joint Circular to be sent to the SilverCrest Shareholders and the First Majestic Shareholders, respectively, in compliance with the accelerated timing contemplated by section 2.20 of National Instrument 54-101 “Communication with Beneficial Owners of Securities of a Reporting Issuer” and filed as required by the Interim Order and applicable Laws.
(c) If SilverCrest provides notice to First Majestic regarding an Acquisition Proposal pursuant to this Agreement prior to the mailing of the Joint Circular, then unless the Parties agree otherwise, the Mailing Deadline will be extended by a period of time equal to the number of days from the date on which SilverCrest first provides notice of such Acquisition Proposal to First Majestic until the earlier of:
(i) written notification from SilverCrest to First Majestic that the SilverCrest Board has determined that the Acquisition Proposal is not a Superior Proposal; or
(ii) the date on which SilverCrest and First Majestic enter into an amended agreement pursuant to Section 4.5 which results in the Acquisition Proposal in question not being a Superior Proposal. If the Mailing Deadline is so extended, the Meeting Deadline and the Outside Date shall be extended by the same number of days as the Mailing Deadline has been extended.
(d) Each of SilverCrest and First Majestic shall ensure that the Joint Circular is complete and accurate in all material respects, complies in all material respects with all applicable Laws and shall contain sufficient detail to permit the SilverCrest Shareholders and the First Majestic Shareholders to form a reasoned judgment concerning the matters to be placed before them at the SilverCrest Meeting and the First Majestic Meeting, respectively. Without limiting the generality of the foregoing, each of SilverCrest and First Majestic shall ensure that the Joint Circular does not contain any misrepresentation (other than in each case with respect to any information relating to and provid...
Joint Circular. (a) As promptly as reasonably practicable following execution of this Agreement and in any event prior to the close of business on the Mailing Deadline, each Party shall (i) cooperate in preparing the Joint Circular together with any other documents required by applicable Laws in connection with the ▇▇▇▇▇▇▇ Meeting and the Mountain Meeting, (ii) file the Joint Circular in all jurisdictions where the same is required to be filed, and (iii) cause the Joint Circular and such other documents to be sent to each ▇▇▇▇▇▇▇ Shareholder, Mountain Shareholder and any other person as required under applicable Laws or the ▇▇▇▇▇▇▇ Interim Order.
(b) Each Party shall ensure that the Joint Circular complies in all material respects with the ▇▇▇▇▇▇▇ Interim Order and applicable Laws, and, without limiting the generality of the foregoing, that the Joint Circular does not contain any 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 other Party) and shall provide ▇▇▇▇▇▇▇ Shareholders and Mountain Shareholder with information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the ▇▇▇▇▇▇▇ Meeting and the Mountain Meeting, respectively. Without limiting the generality of the foregoing, the Joint Circular will include: (i) a copy of the ▇▇▇▇▇▇▇ Fairness Opinion; (ii) a copy of the Mountain Fairness Opinion; (iii) a statement that the special committee of the ▇▇▇▇▇▇▇ Board has received the ▇▇▇▇▇▇▇ Fairness Opinion and that the special committee of the ▇▇▇▇▇▇▇ Board has unanimously, after receiving legal and financial advice, recommended that the ▇▇▇▇▇▇▇ Board approve the Arrangement Agreement; (iv) the ▇▇▇▇▇▇▇ Board Recommendation; (v) a statement that the special committee of the Mountain Board has received the Mountain Fairness Opinion and that the special committee of the Mountain Board has unanimously, after receiving legal and financial advice, recommended that the Mountain Board approve the Arrangement Agreement; (vi) the Mountain Board Recommendation; and (vii) a statement that each of the ▇▇▇▇▇▇▇ Locked Up Shareholders and the Mountain Locked-Up Shareholders intends to vote all of such Person’s ▇▇▇▇▇▇▇ Shares or Mountain Shares, as applicable (including ...
Joint Circular. Subject to compliance with Section 2.5, as promptly as reasonably practicable after the execution and delivery of this Agreement, Vasogen and the IPC Companies shall prepare the Joint Circular together with any other documents required by the Securities Laws or other applicable Laws in connection with the Vasogen Meeting required to be filed or prepared by Vasogen, and in connection with the IPC US Meeting required to be filed or prepared by IPC US and Vasogen US and, subject to Section 2.5(3), as promptly as is reasonably practicable after the execution and delivery of this Agreement, (i) Vasogen shall, unless otherwise agreed by the Parties, cause the Joint Circular and other documentation required in connection with the Vasogen Meeting to be sent to Vasogen Shareholders and filed as required by the Interim Order and applicable Laws; and (ii) IPC US shall, unless otherwise agreed by the Parties, cause the Joint Circular and other documents required in connection with the IPC US Meeting to be sent to IPC US Shareholders and filed as required by the Merger Agreement and applicable Laws. The Joint Circular shall include (a) a statement that the Vasogen Board has determined that the Arrangement is in the best interests of Vasogen and that the Vasogen Board recommends that the Vasogen Shareholders vote in favour of the Vasogen Resolution,(b) a statement that the IPC US Board has determined that the Arrangement is in the best interests of IPC US and that the IPC US Board recommends that the IPC US Shareholders vote in favour of the IPC US Merger Resolution, and (c) a copy of the Fairness Opinion.
Joint Circular. (a) As promptly as reasonably practicable following execution of this Agreement, but in any event in sufficient time to hold the Company Meeting in accordance with the timing contemplated by Section 2.4(a) and the Hudbay Meeting in accordance with the timing contemplated by Section 2.5(a), provided that Hudbay has furnished the information required under, and has otherwise complied with, Section 2.6(d), and the Company has furnished the information required under, and has otherwise complied with, Section 2.6(c), the Parties shall, in cooperation and coordination with one another, acting reasonably, (i) in compliance with Section 2.6(e), prepare, the Joint Circular together with any other documents required by applicable Laws, (ii) promptly after obtaining the Interim Order, file the Joint Circular in all jurisdictions where the same is required to be filed, and mail the Joint Circular as required under applicable Laws and, in the case of the Company, by the Interim Order. The Parties shall agree on the final copy of the Joint Circular prior to it being filed and mailed in accordance with this Section 2.6(a). On the date of mailing thereof, the Joint Circular shall (i) be in form and content satisfactory to the Parties, acting reasonably, (ii) comply in all material respects with all applicable Laws and, in the case of the Company, the Interim Order, (iii) contain sufficient detail to permit the Company Shareholders and the Hudbay Shareholders (as the case may be) to form a reasoned judgement concerning the matters to be placed before them at the Company Meeting and the Hudbay Meeting, respectively, and (iv) not contain any Misrepresentation (except that (x) the Company shall not be responsible for any information included in the Joint Circular relating to Hudbay, its affiliates, the Hudbay Shares or the Hudbay Replacement Options that was provided to the Company for inclusion in the Joint Circular pursuant to Section 2.6(d), and (y) Hudbay shall not be responsible for any information included in the Joint Circular relating to the Company or its affiliates that was provided to Hudbay for inclusion in the Joint Circular pursuant to Section 2.6(c)).
(b) Without limiting the generality of Section 2.6(a), the Joint Circular shall include: (i) unless the Company Board has made a Change in Recommendation, the Company Board Recommendation; (ii) unless the Hudbay Board has made a Hudbay Change in Recommendation, the Hudbay Board Recommendation; (iii) a statement th...
Joint Circular. YGC and Queenstake shall proceed diligently in a co-ordinated manner using commercially reasonable efforts to jointly prepare as quickly as possible the Joint Circular together with any other documents required by the Securities Act or other applicable Law and the TSX, if applicable, in connection with the Arrangement, the YGC Meeting and the Queenstake Meeting for mailing by the Mailing Date. Each of YGC and Queenstake shall ensure that the information relating to it which is provided in the Joint Circular does not contain any Misrepresentation. Both parties shall ensure that the Joint Circular complies with all applicable Law and provides the YGC Shareholders and the Queenstake Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the YGC Meeting and the Queenstake Meeting. Each of YGC and Queenstake shall promptly notify the other if, at any time during the Pre-Effective Date Period, it becomes aware that the Joint Circular contains a Misrepresentation. In such event, YGC and Queenstake shall co-operate in the preparation of a supplement or amendment to the Joint Circular, as the case may be, that corrects that Misrepresentation, and will cause the same to be distributed to the YGC Shareholders and the Queenstake Shareholders and filed with each applicable Governmental Entity under applicable Securities Legislation. YGC and Queenstake shall cause the Joint Circular and any other documentation required in connection with the YGC Meeting and the Queenstake Meeting to be sent to each YGC Shareholder and Queenstake Shareholder as soon as reasonably practicable following receipt of the Interim Order and to be filed as required by the Interim Order and applicable Law.