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 that, subject to the terms of this Agreement and the Company Voting Agreements, each Company Locked-up Shareholder has agreed in the Company Voting Agreements to vote all such Person's securities in favour of the Arrangement Resolution and against any other matter that is inconsistent with the Arrangement Resolution; (iv) a statement that, subject to the terms of this Agreement and the Hudbay Voting Agreements, each Hudbay Locked-up Shareholder has agreed in the Hudbay Voting Agreements to vote all such Person's securities in favour of the Share Issuance Resolution and against any other matter that is inconsistent with the Share Issuance Resolution; (v) a summary and copy of the Company Fairness Opinions and the Hudbay Fairness Opinion; and (vi) all information that, in the reasonable judgment of the Parties and their outside legal counsel, is required to allow the Parties to rely on the exemption provided by section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Consideration Shares and the Hudbay Replacement Options pursuant to the Plan of Arrangement. (c) The Company shall provide to Hudbay on a timely basis all information regarding the Company and its affiliates as is reasonably requested by Hudbay or as required by applicable Laws (including all applicable stock exchange rules for inclusion in the Joint Circular or in any amendments or supplements to the Joint Circular). The Company shall also use commercially reasonable efforts to obtain any necessary consents from any of its auditors, qualified persons (as defined in NI 43-101) 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 of each such advisor. The Company shall ensure that such information does not include any Misrepresentation. (d) Hudbay shall provide to the Company on a timely basis all information regarding Hudbay, its affiliates, the Hudbay Shares and the Hudbay Replacement Options as is reasonably requested by the Company or as required by the Interim Order or applicable Laws (including all applicable stock exchange rules and including, if required by section 14.2 of Form 51-102F5, any pro forma financial statements and other information relating to Hudbay following completion of the Arrangement) for inclusion in the Joint Circular or in any amendments or supplements to the Joint Circular. Hudbay shall also use commercially reasonable efforts to obtain any necessary consents from any of its auditors, qualified persons (as defined in NI 43-101) 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 of each such advisor. Hudbay shall ensure that such information does not include any Misrepresentation. (e) Each Party shall provide the other Party and its legal counsel a reasonable opportunity to review and comment on the Joint Circular prior to the Joint Circular being printed and filed with any Governmental Entity, and reasonable consideration shall be given to any comments made by such other Party and its legal counsel, provided that (i) all information relating solely to Hudbay, its affiliates, the Hudbay Shares and the Hudbay Replacement Options included in the Joint Circular shall be in form and content satisfactory to Hudbay, acting reasonably, and (ii) all information relating solely to the Company and its affiliates included in the Joint Circular shall be in form and content satisfactory to the Company, acting reasonably. (f) The Company and Hudbay shall each promptly notify each other if, at any time before each of the Company Meeting and the Hudbay Meeting, either becomes aware that the Joint Circular contains a Misrepresentation or otherwise requires an amendment or supplement, and the Parties shall co-operate in the preparation of any amendment or supplement to the Joint Circular as required or appropriate, and each Party shall promptly mail or otherwise publicly disseminate any such amendment or supplement to the Joint Circular to Company Shareholders and Hudbay Shares, as the case may be, and, if required by the Court or applicable Laws, file the same with the Canadian Securities Authorities or as otherwise required. (g) Each Party will promptly inform the other Party of any material written requests or comments made by Governmental Entities in connection with the Joint Circular, will allow such other Party and its legal counsel an opportunity to review any response materials and will give reasonable consideration to any comments. Without limiting Section 5.8, each Party shall, and shall direct its legal counsel to, copy the legal counsel of the other Party on any written communication (including electronic communication) with the TSX in connection with the Joint Circular.
Appears in 1 contract
Joint Circular. (a1) As The Parties shall, as promptly as reasonably practicable following execution of this Agreementpracticable, but in any event in sufficient time to hold the Company Meeting in accordance with the timing contemplated by Section 2.4(a) prepare 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 shallcomplete, in cooperation and coordination with one another, acting reasonably, (i) in compliance with Section 2.6(e), prepareanother and each Parties’ respective legal counsel, the Joint Circular together with any other documents required by applicable Laws in connection with the Company Meeting, the Purchaser Meeting and the Arrangement, in compliance with applicable Laws, (ii) and the Parties shall, as promptly as reasonably practicable after obtaining the Interim Order, file cause the Joint Circular in all jurisdictions where the same is required and such other documents to be filed, filed and mail the Joint Circular sent to each Company Securityholder and Purchaser Shareholder and other persons as required under applicable Laws and, in the case of the Company, by the Interim OrderOrder and applicable Laws, in each case so as to permit the Company Meeting to be held by the date specified in Section 2.3(1)(a), and to permit the Purchaser Meeting to be held by the date specified in Section 2.4(1), provided, in each case, that the Company shall have complied with Section 2.5(4) and the Purchaser shall have complied with Section 2.5(5). 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(a2.5(1). On .
(2) The Parties shall ensure that at the date time of mailing thereof, the Joint Circular shall (i) be in form and content satisfactory to the Parties, acting reasonably, (ii) comply complies in all material respects with all applicable Laws andLaws, 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) does 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 Purchaser that was provided to by the Company Purchaser or its Representatives for inclusion in the Joint Circular pursuant to Section 2.6(d2.5(5), and (y) Hudbay the Purchaser shall not be responsible for any information included in the Joint Circular relating to the Company or its affiliates that was provided to Hudbay by the Company or its Representatives for inclusion in the Joint Circular pursuant to Section 2.6(c2.5(4)).
(b) , and provides the Company Securityholders and Purchaser Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting and the Purchaser Meeting, as respectively. Without limiting the generality of Section 2.6(a)the foregoing, the Joint Circular shall must include: :
(ia) a copy of the Company Special Committee Fairness Opinion;
(b) unless the Company Board has made a Company Change in Recommendation, a statement that the Company Board Recommendation; Special Committee, after receiving legal and financial advice and the Company Special Committee Fairness Opinion, has unanimously determined that the Arrangement is in the best interests of the Company Securityholders and unanimously recommends that the Company Securityholders vote in favour of the Arrangement Resolution;
(iic) a copy of the Company Fairness Opinions;
(d) unless the Hudbay Company Board has made a Hudbay Company Change in Recommendation, a statement that the Hudbay Company Board has received the Company Fairness Opinions and the unanimous recommendation of the Company Special Committee, and has unanimously, after receiving legal and financial advice, determined that the Arrangement is in the best interests of the Company and unanimously recommends that the Company Securityholders vote in favour of the Arrangement Resolution (the “Company Board Recommendation; ”);
(iiie) a statement that, subject to the terms of this Agreement and the Company Voting Agreements, that each Company Locked-up Shareholder has agreed in the Company Voting Agreements Supporting Securityholder intends to vote all of such Person's Company Securityholder’s applicable securities in favour of the Arrangement Resolution and against any other matter that is inconsistent with Resolution;
(f) a copy of the Arrangement Resolution; BMO Capital Markets Fairness Opinion;
(ivg) a copy of the RBC Fairness Opinion;
(h) a statement thatthat the Purchaser Special Committee has received the RBC Fairness Opinion, subject to and has unanimously, after receiving legal and financial advice, determined that the terms Arrangement is in the best interests of this Agreement the Purchaser and unanimously recommends that the Hudbay Voting AgreementsPurchaser Board recommend that the Purchaser Shareholders vote in favour of the Purchaser Share Issuance Resolution;
(i) a statement that the Purchaser Board has received the BMO Capital Markets Fairness Opinion, and has unanimously, after receiving legal and financial advice, determined that the Arrangement is in the best interests of the Purchaser and unanimously recommends that the Purchaser Shareholders vote in favour of the Purchaser Share Issuance Resolution (the “Purchaser Board Recommendation”); and
(j) a statement that each Hudbay Locked-up Purchaser Supporting Shareholder has agreed in the Hudbay Voting Agreements to vote all of such Person's Purchaser Shareholder’s applicable securities in favour of the Share Issuance Resolution and against any other matter that is inconsistent with the Purchaser Share Issuance Resolution; (v) a summary and copy of the Company Fairness Opinions and the Hudbay Fairness Opinion; and (vi) all information that, in the reasonable judgment of the Parties and their outside legal counsel, is required to allow the Parties to rely on the exemption provided by section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Consideration Shares and the Hudbay Replacement Options pursuant to the Plan of Arrangement.
(c3) Each Party shall keep the other Party informed of any requests or comments made by Securities Authorities, the TSX or the NYSE in connection with the Joint Circular.
(4) The Company shall provide to Hudbay on a timely basis the Purchaser all necessary information regarding concerning the Company and its affiliates as that is reasonably requested by Hudbay or as required by applicable Laws (including all applicable stock exchange rules for inclusion Law to be included by the Purchaser in the Joint Circular or in any amendments or supplements other related documents to the Joint Circular). The Company shall also use commercially reasonable efforts to obtain any necessary consents from any of its auditorsPurchaser in writing, qualified persons (as defined in NI 43-101) 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 of each such advisor. The Company shall ensure that such information (including with respect to any information incorporated by reference) does not include contain any Misrepresentation.
(d5) Hudbay The Purchaser shall provide to the Company on a timely basis all necessary information regarding Hudbay, its affiliates, concerning the Hudbay Shares and the Hudbay Replacement Options as Purchaser that is reasonably requested required by Law to be included by the Company or as required by the Interim Order or applicable Laws (including all applicable stock exchange rules and including, if required by section 14.2 of Form 51-102F5, any pro forma financial statements and other information relating to Hudbay following completion of the Arrangement) for inclusion in the Joint Circular or in any amendments or supplements other related documents to the Joint Circular. Hudbay shall also use commercially reasonable efforts to obtain any necessary consents from any of its auditorsCompany in writing, qualified persons (as defined in NI 43-101) 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 of each such advisor. Hudbay shall ensure that such information (including with respect to any information incorporated by reference) does not include contain any Misrepresentation.
(e6) Each Party shall provide the other Party and its legal counsel a reasonable opportunity to review and comment on the Joint Circular prior to the Joint Circular being printed and filed with any Governmental EntityAuthority, and reasonable consideration shall be given to any comments made by such other Party and its legal counsel, provided that (i) all information relating solely to Hudbay, the Purchaser and its affiliates, the Hudbay Shares and the Hudbay Replacement Options affiliates included in the Joint Circular shall be in form and content satisfactory to Hudbaythe Purchaser, acting reasonably, and (ii) all information relating solely to the Company and its affiliates included in the Joint Circular shall be in form and content satisfactory to the Company, acting reasonably.
(f7) The Company and Hudbay Each Party shall each promptly notify each the other Party if, at any time before each the Effective Date, it becomes aware (in the case of the Company, only in respect of information relating to the Company Meeting and its Subsidiaries and in the Hudbay Meetingcase of the Purchaser, either becomes aware only in respect of information relating to the Purchaser and its Subsidiaries) that the Joint Circular contains or other related documents contain a Misrepresentation Misrepresentation, or otherwise requires an amendment or supplement, and the . The Parties shall co-operate cooperate, in a manner consistent with this Section 2.5 above, in the preparation of any such amendment or supplement to the Joint Circular as required or appropriate, and each Party the Company shall promptly mail mail, file or otherwise publicly disseminate any such amendment or supplement to the Joint Circular to Company Shareholders and Hudbay Shares, as the case may be, Securityholders and, if required by the Court or applicable Lawsby Law, file the same with the Canadian Securities Authorities or any other Governmental Authority as otherwise required.
(g) Each Party will promptly inform the other Party of any material written requests or comments made by Governmental Entities in connection with the Joint Circular, will allow such other Party and its legal counsel an opportunity to review any response materials and will give reasonable consideration to any comments. Without limiting Section 5.8, each Party shall, and shall direct its legal counsel to, copy the legal counsel of the other Party on any written communication (including electronic communication) with the TSX in connection with the Joint Circular.
Appears in 1 contract