Management Proxy Circular Clause Samples
A Management Proxy Circular is a document prepared by a company's management to provide shareholders with information necessary for making informed decisions at a shareholders' meeting, particularly regarding voting on key issues. It typically outlines details about proposed resolutions, background on board nominees, executive compensation, and other matters up for vote. By consolidating relevant information and recommendations, the Management Proxy Circular ensures transparency and enables shareholders to exercise their voting rights knowledgeably, thereby supporting fair and informed corporate governance.
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Management Proxy Circular. (a) TransAtlantic shall, in connection with the Meeting, mail to each TransAtlantic Shareholder a management proxy circular (the “Management Proxy Circular”) at the earliest practicable time after the preliminary Management Proxy Circular is cleared by the SEC, together with a notice of the Meeting, a proxy and any other document required in connection with the Meeting, each in the form prescribed by applicable Legal Requirements, including summaries or reproductions of the Valuation and Fairness Opinion, all in compliance with Canadian Securities Law and the Exchange Act.
(b) Each of ▇▇▇▇▇▇▇▇▇▇ and TransAtlantic shall use its Best Efforts to obtain and provide the information required by applicable Legal Requirements to be included in the Management Proxy Circular, which information shall not, on either the date that the Management Proxy Circular is first mailed or the date that the Meeting is held, contain an untrue statement of a material fact or omit to state a material fact required therein or necessary to make a statement contained therein not misleading in the light of the circumstances in which it was made.
(c) TransAtlantic shall provide ▇▇▇▇▇▇▇▇▇▇ with a reasonable amount of time to review and comment on the Management Proxy Circular, prior to its final approval by the Board of Directors; provided, that any decision concerning the inclusion of ▇▇▇▇▇▇▇▇▇▇’▇ comments, if any, in the Management Proxy Circular shall be made by TransAtlantic and the Board of Directors, acting reasonably and taking account of ▇▇▇▇▇▇▇▇▇▇’▇ comments to the extent that is reasonable and as is permitted by Legal Requirements.
(d) TransAtlantic shall prepare and file a preliminary Management Proxy Circular (together with any documents required by the Exchange Act), with the SEC by September 25, 2008. TransAtlantic will notify ▇▇▇▇▇▇▇▇▇▇ promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the preliminary Management Proxy Circular, or for additional information, and will supply ▇▇▇▇▇▇▇▇▇▇ with copies of all correspondence with the SEC with respect to the preliminary Management Proxy Circular. Whenever any event occurs which TransAtlantic has Knowledge of which should be set forth in an amendment or supplement to the preliminary Management Proxy Circular, TransAtlantic shall promptly inform ▇▇▇▇▇▇▇▇▇▇ of such occurrence and file with the SEC, and/or mail to each TransAtlantic Shareholder such amendment or suppleme...
Management Proxy Circular. (a) TransAtlantic shall, in connection with the Meeting, mail to each TransAtlantic Shareholder a management proxy circular (the “Management Proxy Circular”), together with a notice of the Meeting, a proxy and any other document required in connection with the Meeting, each in the form prescribed by applicable Legal Requirements.
(b) Riata and TransAtlantic shall use Best Efforts to obtain and provide the information required by applicable Legal Requirements to be included in the Management Proxy Circular, which information shall not, on either the date that the Management Proxy Circular is first mailed or the date that the Meeting is held, contain an untrue statement of a material fact or omit to state a material fact required therein or necessary to make a statement contained therein not misleading in the light of the circumstances in which it was made.
(c) TransAtlantic shall provide Riata with a reasonable amount of time to review and comment on the Management Proxy Circular, prior to its final approval by TransAtlantic’s Board of Directors; provided, that any decision concerning the inclusion of Riata’s comments, if any, in the Management Proxy Circular shall be made by TransAtlantic and its Board of Directors, acting reasonably and taking account of Riata’s comments to the extent that is reasonable and as is permitted by Legal Requirements.
Management Proxy Circular. As promptly as practicable after the execution of this Agreement, and in any event within 14 days thereafter, the Company, in consultation with Parent, shall prepare the Management Proxy Circular (which shall be in form and content acceptable to Parent, acting reasonably) together with any other documents required by the Canadian Securities Laws or other applicable Legal Requirements in connection with the Arrangement, and the Company shall cause the Management Proxy Circular and other documentation required in connection with the Company Securityholders’ Meeting to be sent to each holder of Common Shares and Company Options and filed as required by the Interim Order and applicable Legal Requirements.
Management Proxy Circular. As promptly as practicable after the execution of this Agreement, the Company, in consultation with Parent, will prepare the Management Proxy Circular (which will be in form and content acceptable to Parent, acting reasonably) together with any other documents required by the Canadian Securities Laws or other applicable Legal Requirements in connection with the Arrangement, and the Company will cause the Management Proxy Circular and other documentation required in connection with the Company Shareholders’ Meeting to be sent to each holder of Common Shares and Company Options and filed as required by the Interim Order and applicable Legal Requirements.