Common use of Parent Circular Clause in Contracts

Parent Circular. (a) Subject to the Company complying with Section 3.03, Parent will, in consultation with the Company: (i) promptly prepare the Parent Circular together with any other documents required by the Business Corporations Act (Ontario) and other applicable Laws in connection with the approval of the Merger Resolution and SRP Resolution at the Parent Meeting; (ii) as soon as reasonably practicable after the execution of this Agreement, cause the Parent Circular and such other documents to be filed and sent to the shareholders of Parent in compliance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and filed as required by applicable Laws. (b) Parent shall ensure that Parent Circular complies in all material respects with applicable Laws, and, without limiting the generality of the foregoing, that the Parent Circular (including with respect to any information incorporated therein by reference) will 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 furnished by the Company) and will provide the shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Parent Meeting. (c) Parent and the Company shall cooperate in the preparation, filing and mailing of the Parent Circular. Parent shall provide legal counsel to the Company with a reasonable opportunity to review and comment on all drafts of the Parent Circular and other documents related thereto prior to filing the Parent Circular with applicable Governmental Authorities and printing and mailing the Parent Circular and shall give reasonable consideration to such comments. All information relating solely to the Company included in the Parent Circular shall be provided by the Company in accordance with Section 3.03 and shall be in form and content satisfactory to Parent, acting reasonably, and the Parent Circular will include the Parent Board Recommendation. (d) Parent and the Company shall each promptly notify the other if at any time before the Closing Date it becomes aware (in the case of Parent only with respect to Parent and its Subsidiaries (including any Bulk-Up Subsidiaries) and in the case of the Company only with respect to the Company and its Subsidiaries) that the Parent Circular or any other document referred to in Section 3.03 contains any misrepresentation (as defined in the Securities Act (Ontario)) or otherwise requires any amendment or supplement and promptly deliver written notice to the other party setting out full particulars thereof. In any such event, Parent and the Company shall cooperate with each other in the preparation, filing and dissemination of any required supplement or amendment to the Parent Circular or such other document, as the case may be, and any related news release or other document necessary or desirable in connection therewith.

Parent Circular. (a) Subject to the Company complying with Section 3.03, : (i) Parent willshall, in consultation with the Company: (i) , promptly prepare the Parent Circular together with any other documents required by the Business Corporations Act (Ontario) and other applicable Laws in connection with the approval of the Merger Resolution and SRP Resolution at the Parent Meeting; (ii) Parent shall as soon as reasonably practicable after the execution of this Agreement, cause the Parent Circular and such other documents to be filed and sent to the shareholders of Parent in compliance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and filed as required by applicable Laws. (b) Parent shall ensure that the Parent Circular complies in all material respects with applicable Laws, and, without limiting the generality of the foregoing, that the Parent Circular (including with respect to any information incorporated therein by reference) will 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 furnished by the Company) and will provide the shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Parent Meeting. (c) Parent and the Company shall cooperate in the preparation, filing and mailing of the Parent Circular. Parent shall provide legal counsel to the Company with a reasonable opportunity to review and comment on all drafts of the Parent Circular and other documents related thereto prior to filing the Parent Circular with applicable Governmental Authorities and printing and mailing the Parent Circular and shall give reasonable consideration to such comments. All information relating solely to the Company included in the Parent Circular shall be provided by the Company in accordance with Section 3.03 and shall be in form and content satisfactory to Parentthe Company, acting reasonably, and the Parent Circular will include a recommendation from the Parent Board Recommendationto the shareholders to vote in favor of the Merger Resolution. (d) Parent and the Company shall each promptly notify the other if at any time before the Closing Date it becomes aware (in the case of Parent only with respect to Parent and its Subsidiaries (including any Bulk-Up Subsidiaries) and in the case of the Company only with respect to the Company and its SubsidiariesCompany) that the Parent Circular or any other document referred to in Section 3.03 contains any misrepresentation (as defined in the Securities Act (Ontario)) or otherwise requires any amendment or supplement and promptly deliver written notice to the other party Party setting out full particulars thereof. In any such event, Parent and the Company shall cooperate with each other in the preparation, filing and dissemination of any required supplement or amendment to the Parent Circular or such other document, as the case may be, and any related news release or other document necessary or desirable in connection therewith.

Parent Circular. (1) The Parent shall: (a) Subject to the Company complying with Section 3.03as promptly as reasonably practicable following execution of this Agreement, Parent will, in consultation with the Company: (i) promptly prepare the Parent Circular together with any other documents required by the Business Corporations Act (Ontario) and other applicable Laws Law in connection with the approval of the Merger Resolution and SRP Resolution at the Parent Meeting; , (ii) as soon as reasonably practicable after the execution of this Agreement, cause file the Parent Circular and such other documents in all jurisdictions where the same is required to be filed filed, and sent to (iii) mail the shareholders of Parent in compliance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer Circular if and filed as required in accordance with Law, in each case so as to permit the Company Meeting to be held by applicable Laws.the date specified in Section 2.5(1); (b) Parent shall ensure that the Parent Circular complies in all material respects with applicable LawsLaw and does not contain any Misrepresentation (except that the Parent and the Purchaser shall not be responsible for any information relating to the Company and the Common Shares), and, without limiting the generality of the foregoing, the Parent Circular must include: (i) a statement that the Parent Circular (including with respect to any information incorporated therein Board has, after receiving legal and financial advice, unanimously determined that entering into this Agreement and completing the transactions contemplated by reference) will 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 this Agreement are in the statements contained therein not misleading in light best interests of the circumstances in which they are made (other than in each case with respect to any information furnished by Parent and the Company) Purchaser and will provide the shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Parent Meeting.Board is recommending that the Parent Shareholders vote in favour of the Parent Shareholder Approval Resolution (the “Parent Board Recommendation”), (ii) a copy of the Parent Fairness Opinion and (iii) a statement that the Parent Board has received the Parent Fairness Opinion; (c) Parent and take all other actions that are reasonably necessary or desirable to seek approval of the Purchaser Shareholder Approval Resolution; and (d) provide the Company shall cooperate in the preparation, filing and mailing with final copies of the Parent Circular. Circular prior to the mailing thereof to the Parent shall provide Shareholders. (2) The Company and its legal counsel to the Company with shall be given a reasonable opportunity to review and comment on all drafts of the Parent Circular and other documents related thereto prior to filing the Parent Circular being printed and filed with applicable the Governmental Authorities Entities, and printing and mailing the Parent Circular and shall give reasonable consideration shall be given to such comments. All any comments made by the Company and its counsel, provided that all information relating solely to the Company Company, its Affiliates and the Common Shares included in the Parent Circular shall be provided by the Company in accordance with Section 3.03 and shall be in form and content satisfactory to Parentthe Company, acting reasonably, and . (3) The Company shall provide all necessary information concerning the Company that is required by Law to be included by the Parent in the Parent Circular will include or other related documents to the Parent Board Recommendationin writing, use reasonable commercial efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Parent Circular and to the identification in the Parent Circular of each such advisor and shall use reasonable commercial efforts to ensure that such information does not contain any Misrepresentation concerning the Company. (d4) The Parent and the Company shall each promptly notify the other Company if at any time before the Closing Effective Date it the Parent becomes aware (in the case of Parent only with respect to Parent and its Subsidiaries (including any Bulk-Up Subsidiaries) and in the case of the Company only with respect to the Company and its Subsidiaries) that the Parent Circular contains a Misrepresentation, or any other document referred that otherwise requires an amendment or supplement to in Section 3.03 contains any misrepresentation (as defined the Parent Circular and the Parties shall co-operate in the Securities Act (Ontario)) or otherwise requires preparation of any amendment or supplement and promptly deliver written notice to the other party setting out full particulars thereof. In any such event, Parent and the Company shall cooperate with each other in the preparation, filing and dissemination of any required supplement or amendment to the Parent Circular as required or such other document, as the case may beappropriate, and the Parent shall promptly mail, file or otherwise publicly disseminate any related news release amendment or supplement to the Parent Circular to Parent Shareholders and, if required by the Court or Law, file the same with the Securities Authorities or any other document necessary or desirable in connection therewithGovernmental Entities as required.

Parent Circular. (1) The Parent shall: (a) Subject to the Company complying with Section 3.03as promptly as reasonably practicable following execution of this Agreement, Parent will, in consultation with the Company: (i) promptly prepare the Parent Circular together with any other documents required by the Business Corporations Act (Ontario) and other applicable Laws Law in connection with the approval of the Merger Resolution and SRP Resolution at the Parent Meeting; , (ii) as soon as reasonably practicable after the execution of this Agreement, cause file the Parent Circular and such other documents in all jurisdictions where the same is required to be filed filed, and sent to (iii) mail the shareholders of Parent in compliance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer Circular if and filed as required in accordance with Law, in each case so as to permit the Company Meeting to be held by applicable Laws.the date specified in Section 2.5(1); (b) Parent shall ensure that the Parent Circular complies in all material respects with applicable LawsLaw and does not contain any Misrepresentation (except that the Parent and the Purchaser shall not be responsible for any information relating to the Company and the Common Shares), and, without limiting the generality of the foregoing, the Parent Circular must include: (i) a statement that the Parent Circular (including with respect to any information incorporated therein Board has, after receiving legal and financial advice, unanimously determined that entering into this Agreement and completing the transactions contemplated by reference) will 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 this Agreement are in the statements contained therein not misleading in light best interests of the circumstances in which they are made (other than in each case with respect to any information furnished by Parent and the Company) Purchaser and will provide the shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Parent Meeting.Board is recommending that the Parent Shareholders vote in favour of the Parent Shareholder Approval Resolution (the "Parent Board Recommendation"), (ii) a copy of the Parent Fairness Opinion and (iii) a statement that the Parent Board has received the Parent Fairness Opinion; (c) Parent and take all other actions that are reasonably necessary or desirable to seek approval of the Purchaser Shareholder Approval Resolution; and (d) provide the Company shall cooperate in the preparation, filing and mailing with final copies of the Parent Circular. Circular prior to the mailing thereof to the Parent shall provide Shareholders. (2) The Company and its legal counsel to the Company with shall be given a reasonable opportunity to review and comment on all drafts of the Parent Circular and other documents related thereto prior to filing the Parent Circular being printed and filed with applicable the Governmental Authorities Entities, and printing and mailing the Parent Circular and shall give reasonable consideration shall be given to such comments. All any comments made by the Company and its counsel, provided that all information relating solely to the Company Company, its Affiliates and the Common Shares included in the Parent Circular shall be provided by the Company in accordance with Section 3.03 and shall be in form and content satisfactory to Parentthe Company, acting reasonably, and . (3) The Company shall provide all necessary information concerning the Company that is required by Law to be included by the Parent in the Parent Circular will include or other related documents to the Parent Board Recommendationin writing, use reasonable commercial efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Parent Circular and to the identification in the Parent Circular of each such advisor and shall use reasonable commercial efforts to ensure that such information does not contain any Misrepresentation concerning the Company. (d4) The Parent and the Company shall each promptly notify the other Company if at any time before the Closing Effective Date it the Parent becomes aware (in the case of Parent only with respect to Parent and its Subsidiaries (including any Bulk-Up Subsidiaries) and in the case of the Company only with respect to the Company and its Subsidiaries) that the Parent Circular contains a Misrepresentation, or any other document referred that otherwise requires an amendment or supplement to in Section 3.03 contains any misrepresentation (as defined the Parent Circular and the Parties shall co-operate in the Securities Act (Ontario)) or otherwise requires preparation of any amendment or supplement and promptly deliver written notice to the other party setting out full particulars thereof. In any such event, Parent and the Company shall cooperate with each other in the preparation, filing and dissemination of any required supplement or amendment to the Parent Circular as required or such other document, as the case may beappropriate, and the Parent shall promptly mail, file or otherwise publicly disseminate any related news release amendment or supplement to the Parent Circular to Parent Shareholders and, if required by the Court or Law, file the same with the Securities Authorities or any other document necessary or desirable in connection therewithGovernmental Entities as required.