Common use of Joint Circular Clause in Contracts

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 provided by the other Party or its respective subsidiaries). Each of SilverCrest and First Majestic acknowledges that the other Party shall not be responsible for ensuring the completeness, accuracy or sufficiency of any information relating to it or its respective subsidiaries. (e) Without limiting the generality of the foregoing, SilverCrest shall disclose in the Joint Circular: (i) that the SilverCrest Board has received the SilverCrest Fairness Opinion and that, subject to the scope of review, assumptions and limitations set out in such opinion, the Consideration is fair from a financial point of view to the SilverCrest Shareholders (other than First Majestic and its affiliates); (ii) the complete text of the SilverCrest Fairness Opinion; and (iii) that the SilverCrest Board has determined, after receiving financial and legal advice, that the Arrangement is fair to the SilverCrest Shareholders (other than First Majestic and its affiliates) and in the best interests of SilverCrest. (f) Subject to the terms of this Agreement: (A) SilverCrest shall solicit proxies in favour of the Arrangement Resolution and against any resolution submitted by a SilverCrest Shareholder, including, if so requested by First Majestic, using the services of dealers and proxy solicitation services selected by First Majestic and permitting First Majestic to otherwise assist SilverCrest in such solicitation, and take all other actions that are reasonably necessary or desirable to seek the approval of the Arrangement Resolution by the SilverCrest Shareholders; (B) the SilverCrest Board shall recommend to the SilverCrest Shareholders that they vote in favour of the Arrangement Resolution and shall include in the Joint Circular a statement to such effect; and (C) SilverCrest shall include in the Joint Circular a statement that each director and executive officer of SilverCrest intends to vote all of such Person’s SilverCrest Securities in favour of the Arrangement Resolution, subject to the other terms of this Agreement; and (A) First Majestic shall solicit proxies in favour of the Share Issuance Resolution and against any resolution submitted by a First Majestic Shareholder and take all other actions that are reasonably necessary or desirable to seek the approval of the Share Issuance Resolution by the First Majestic Shareholders; (B) the First Majestic board of directors shall recommend to the First Majestic Shareholders that they vote in favour of the Share Issuance Resolution and shall include in the Joint Circular a statement to such effect; and (C) First Majestic shall include in the Joint Circular a statement that each director and executive officer of First Majestic intends to vote all of such Person's First Majestic Shares in favour of the Share Issuance Resolution, subject to the other terms of this Agreement. (g) Each of SilverCrest and First Majestic shall provide to the other Party all information regarding such Party and its affiliates as may be required by Law to be included in the Joint Circular. Each of SilverCrest and First Majestic shall also use 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 Joint Circular and to the identification in the Joint Circular of each such advisor. Each of SilverCrest and First Majestic shall ensure that such information is complete and accurate in all material respects, complies in all material respects with applicable Laws and, without limiting the generality of the foregoing, does not include any misrepresentation. Each of SilverCrest and First Majestic shall indemnify and save harmless the other Party and its Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which such other Party 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 Joint Circular that was provided by such Party pursuant to this Section 2.5, including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Securities Authority or other Governmental Entity based on such a misrepresentation or alleged misrepresentation. (h) First Majestic and SilverCrest and their respective legal counsel shall be given a reasonable opportunity to review and comment on the Joint Circular prior to the Joint Circular being printed or filed with any Governmental Entity, and reasonable consideration shall be given to any comments made by such Party and its legal counsel; provided, however, that: (i) all information relating solely to First Majestic, its affiliates and the First Majestic Shares included in the Joint Circular shall be in form and content satisfactory to First Majestic, acting reasonably; and (ii) all information relating solely to SilverCrest, its affiliates and the SilverCrest Shares included in the Joint Circular shall be in form and content satisfactory to SilverCrest, acting reasonably. (i) SilverCrest and First Majestic shall each promptly notify the other if, at any time before the Effective Date, either becomes aware that the Joint Circular contains a misrepresentation, or that an amendment or supplement to the Joint Circular is otherwise required and SilverCrest and First Majestic shall co-operate in the preparation of any amendment or supplement to the Joint Circular as required or appropriate, and SilverCrest and First Majestic shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Joint Circular to their respective shareholders and, if required by the Court or applicable Laws, file the same with the Securities Authorities, the SEC and any other Governmental Entity as required and, in such circumstances, the date of the SilverCrest Meeting and the date of the First Majestic Meeting shall be postponed if and to the extent required by applicable Law (and the Meeting Deadline shall, if necessary, be postponed to such date).

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, Agreement and in any event prior to the close of business on the Mailing Deadline, SilverCrest and First Majestic shall cause the Parties shall (i) prepare the Joint Circular together with any other documents required by applicable Laws, (ii) file the Joint Circular in all jurisdictions where the same is required to be sent to filed, and (iii) mail 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 Joint Circular as required under applicable Laws and by the Interim Order. On the date of mailing thereof, the Joint Circular shall comply in all material respects with all applicable Laws and the Interim Order and applicable Lawsshall contain sufficient detail to permit the ▇▇▇▇ Shareholders to form a reasoned judgement concerning the matters to be placed before them at the ▇▇▇▇ Meeting, and to permit the Excellon Shareholders to form a reasoned judgement concerning the matters to be placed before them at the Excellon Meeting. (cb) If SilverCrest either Party provides a notice to First Majestic the other Party regarding an a possible Acquisition Proposal pursuant to this Agreement Section 6.1(f) prior to the mailing of the Joint Circular, then unless the Parties agree otherwise, the Mailing Deadline will be extended by a period until the date that is seven days following the earlier of time equal to the number of days either written notification from the date on which SilverCrest first provides notice Party in receipt of such the Acquisition Proposal to First Majestic until the earlier of: (i) written notification from SilverCrest to First Majestic other Party that the SilverCrest ▇▇▇▇ Board or the Excellon Board, as applicable, has determined that the Acquisition Proposal is not a Superior Proposal; or , or (ii) the date on which SilverCrest ▇▇▇▇ and First Majestic Excellon enter into an amended agreement pursuant to Section 4.5 6.2(b) which results in the Acquisition Proposal in question not being a Superior Proposal. If In the event that 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. (dc) Each In the context of SilverCrest preparing the Joint Circular: (i) Excellon shall provide to ▇▇▇▇ all information as may be reasonably requested by ▇▇▇▇ or as required by the Interim Order or applicable Laws with respect to Excellon and First Majestic shall ensure that its businesses and properties for inclusion in the Joint Circular is complete and accurate or in all material respects, any amendment or supplement to the Joint Circular that complies in all material respects with all applicable Laws and shall contain sufficient detail to permit on 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 date of the foregoing, each of SilverCrest mailing thereof and First Majestic shall ensure that the Joint Circular does not contain any misrepresentation (other than in each case with respect to any information containing all material facts relating to and provided by the other Party or its respective subsidiaries). Each of SilverCrest and First Majestic acknowledges that the other Party shall not be responsible for ensuring the completeness, accuracy or sufficiency of any information relating to it or its respective subsidiaries. (e) Without limiting the generality of the foregoing, SilverCrest shall disclose in the Joint Circular: (i) that the SilverCrest Board has received the SilverCrest Fairness Opinion and that, subject to the scope of review, assumptions and limitations set out in such opinion, the Consideration is fair from a financial point of view to the SilverCrest Shareholders (other than First Majestic and its affiliates); (ii) the complete text of the SilverCrest Fairness Opinion; and (iii) that the SilverCrest Board has determined, after receiving financial and legal advice, that the Arrangement is fair to the SilverCrest Shareholders (other than First Majestic and its affiliates) and in the best interests of SilverCrest. (f) Subject to the terms of this Agreement: (A) SilverCrest shall solicit proxies in favour of the Arrangement Resolution and against any resolution submitted by a SilverCrest Shareholder, including, if so requested by First Majestic, using the services of dealers and proxy solicitation services selected by First Majestic and permitting First Majestic to otherwise assist SilverCrest in such solicitation, and take all other actions that are reasonably necessary or desirable to seek the approval of the Arrangement Resolution by the SilverCrest Shareholders; (B) the SilverCrest Board shall recommend to the SilverCrest Shareholders that they vote in favour of the Arrangement Resolution and shall include in the Joint Circular a statement to such effect; and (C) SilverCrest shall include in the Joint Circular a statement that each director and executive officer of SilverCrest intends to vote all of such Person’s SilverCrest Securities in favour of the Arrangement Resolution, subject to the other terms of this Agreement; and (A) First Majestic shall solicit proxies in favour of the Share Issuance Resolution and against any resolution submitted by a First Majestic Shareholder and take all other actions that are reasonably necessary or desirable to seek the approval of the Share Issuance Resolution by the First Majestic Shareholders; (B) the First Majestic board of directors shall recommend to the First Majestic Shareholders that they vote in favour of the Share Issuance Resolution and shall include in the Joint Circular a statement to such effect; and (C) First Majestic shall include in the Joint Circular a statement that each director and executive officer of First Majestic intends to vote all of such Person's First Majestic Shares in favour of the Share Issuance Resolution, subject to the other terms of this Agreement. (g) Each of SilverCrest and First Majestic shall provide to the other Party all information regarding such Party and its affiliates as may be required by Law to be included in the Joint Circular. Each of SilverCrest and First Majestic shall also use 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 Excellon required to be included disclosed in the Joint Circular and not containing any misrepresentation (as defined under applicable securities legislation) with respect thereto; and (ii) ▇▇▇▇ shall provide to the identification Excellon all information as may be reasonably requested by Excellon or required by applicable Laws with respect to ▇▇▇▇ and its businesses and properties for inclusion in the Joint Circular of each such advisor. Each of SilverCrest and First Majestic shall ensure or in any amendment or supplement to the Joint Circular that such information is complete and accurate in all material respects, complies in all material respects with all applicable Laws and, without limiting on the generality date of the foregoing, does mailing thereof and containing all material facts relating to ▇▇▇▇ required to be disclosed in the Joint Circular and not include containing any misrepresentation. Each of SilverCrest and First Majestic misrepresentation (as defined under applicable securities legislation) with respect thereto. (d) With respect to the information provided pursuant to Section 2.5(c): (i) Excellon shall indemnify and save harmless the other Party ▇▇▇▇, ▇▇▇▇ Subsidiary and its Representatives any and all of their respective directors, officers, employees, auditors, accountants or representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which such other Party ▇▇▇▇, ▇▇▇▇ Subsidiary or any of its Representatives their respective directors, officers, employees, auditors, accountants or representatives may be subject or which ▇▇▇▇, ▇▇▇▇ Subsidiary or any of their respective directors, officers, employees, auditors, accountants or representatives may suffer as a result of, or arising from, any misrepresentation or alleged misrepresentation contained in any information included in the Joint Circular that was provided relating to and furnished by such Party pursuant to this Section 2.5Excellon, Excellon Subsidiaries and their respective directors, officers, employees, auditors, accountants or representatives for inclusion in the Joint Circular, including as a result of any order made, or any inquirylitigation, proceeding or governmental investigation or proceeding instituted by the Securities Authorities or other Governmental Entity based on such a misrepresentation or alleged misrepresentation; and (ii) ▇▇▇▇ shall indemnify and save harmless Excellon, Excellon Subsidiaries and any and all of their respective directors, officers, employees, auditors, accountants or representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which Excellon, Excellon Subsidiaries or any of their respective directors, officers, employees, auditors, accountants or representatives may be subject or which Excellon, Excellon Subsidiaries or any of their respective directors, officers, employees, auditors, accountants or representatives may suffer as a result of, or arising from, any misrepresentation or alleged misrepresentation contained in any information included in the Joint Circular relating to and furnished by Excellon, Excellon Subsidiaries and their respective directors, officers, employees, auditors, accountants or representatives for inclusion in the Joint Circular, including any order made, or any litigation, proceeding or governmental investigation instituted by the Securities Authority Authorities or other Governmental Entity based on such a misrepresentation or alleged misrepresentation. (he) First Majestic ▇▇▇▇ and SilverCrest and their respective legal counsel shall be given a reasonable opportunity to review and comment on the Joint Circular prior to the Joint Circular being printed or filed with any Governmental Entity, and reasonable consideration shall be given to any comments made by such Party and its legal counsel; provided, however, that: (i) all information relating solely to First Majestic, its affiliates and the First Majestic Shares included in the Joint Circular shall be in form and content satisfactory to First Majestic, acting reasonably; and (ii) all information relating solely to SilverCrest, its affiliates and the SilverCrest Shares included in the Joint Circular shall be in form and content satisfactory to SilverCrest, acting reasonably. (i) SilverCrest and First Majestic Excellon shall each promptly notify the each other if, if at any time before the Effective Date, Date either becomes aware that the Joint Circular contains a misrepresentation, or that otherwise requires an amendment or supplement to the Joint Circular is otherwise required and SilverCrest and First Majestic the Parties shall co-operate in the preparation of any amendment or supplement to the Joint Circular as required or appropriate, and SilverCrest and First Majestic the Parties shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Joint Circular to their respective shareholders and▇▇▇▇ Shareholders and Excellon Shareholders, respectively, if required by the Court or applicable Laws, file the same with the Securities Authorities, the SEC and any other Governmental Entity and as required and, in such circumstances, the date of the SilverCrest Meeting and the date of the First Majestic Meeting shall be postponed if and to the extent required by applicable Law (and the Meeting Deadline shall, if necessary, be postponed to such date)otherwise required.