Common use of Joint Circular Clause in Contracts

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. 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, (bResolution,(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.