Common use of Management Proxy Circular Clause in Contracts

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.