Common use of Joint Circular Clause in Contracts

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 any ▇▇▇▇▇▇▇ Shares issued upon the exercise of any ▇▇▇▇▇▇▇ Options or ▇▇▇▇▇▇▇ RSUs and any Mountain Shares issued upon the exercise of any Mountain Options) in favour of the ▇▇▇▇▇▇▇ Arrangement Resolution and/or the Mountain Shareholder Resolution, as applicable, subject to the other terms of this Agreement and the ▇▇▇▇▇▇▇ Voting Agreements or the Mountain Voting Agreements, as applicable. (c) Each Party will furnish to the other Party all such information regarding such Party and its affiliates as may be required by Law to be included in the Joint Circular and other documents related thereto, including the information about such Party which is required under Item 14.2 of Form 51-102F5 of National Instrument 51-102 - Continuous Disclosure Obligations. Each Party shall ensure that no such information will include any untrue statement of a material fact or omit to state a material fact required to be stated in the Joint Circular in order to make any information so furnished or any information concerning such Party and its subsidiaries not misleading in light of the circumstances in which it is disclosed (a “Misrepresentation”). Each Party hereby agrees to indemnify and save harmless the other Party and its Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and reasonable expenses to which that 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 that first mentioned Party or its Representatives specifically for inclusion therein, including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Governmental Entity based on such a Misrepresentation or alleged Misrepresentation. (d) Each Party and its respective legal counsel shall be given a reasonable opportunity to review and comment on the Joint Circular and related documents prior to the Joint Circular being printed and mailed to ▇▇▇▇▇▇▇ Shareholders and Mountain Shareholders and filed with any Governmental Entity, and reasonable consideration shall be given to any comments made by each Party and its respective legal counsel, provided that all information relating solely to ▇▇▇▇▇▇▇, its affiliates and the ▇▇▇▇▇▇▇ Shares included in the Joint Circular shall be in form and content satisfactory to ▇▇▇▇▇▇▇, acting reasonably and further provided that all information relating solely to Mountain, its affiliates and the Mountain Shares included in the Joint Circular shall be in form and content satisfactory to Mountain, acting reasonably. (e) ▇▇▇▇▇▇▇ and Mountain shall each promptly notify each other if at any time before the Effective Date either becomes aware (in the case of ▇▇▇▇▇▇▇ only with respect to ▇▇▇▇▇▇▇ and in the case of Mountain only with respect to Mountain) that the Joint Circular contains a Misrepresentation, or that otherwise requires an amendment or supplement to the Joint Circular and the Parties shall co-operate in the preparation of any amendment or supplement to the Joint Circular as required or appropriate, and (i) ▇▇▇▇▇▇▇ shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Joint Circular to ▇▇▇▇▇▇▇ Shareholders and, if required by the Court or applicable Laws, file the same with any Governmental Entity and as otherwise required; and (ii) Mountain shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Joint Circular to Mountain Shareholders and, if required by the Court or applicable Laws, file the same with any Governmental Entity and as otherwise required.