Common use of Parent Meeting Clause in Contracts

Parent Meeting. ‌ The Parent will act expeditiously and in good faith to: (a) convene and conduct the Parent Meeting scheduled to be on March 28, 2022 for the purpose of considering and approving the transactions contemplated by this Agreement, in accordance with the requirements of applicable Securities Laws and the Parent's constating documents; (b) expeditiously prepare the notice and management information circular (the "Company Circular") for the Parent Meeting, which information circular will include the recommendation of the board of directors of the Parent that WRX Shareholders vote in favour of the transactions contemplated by this Agreement; (c) ensure that the Company Circular complies in all material respects with applicable Laws, does not contain any misrepresentation and provides the Parent Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Parent Meeting; (d) give the Investor and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give reasonable consideration to any comments made by the Investor and its legal counsel, and agrees that all information relating solely to the Investor and its Affiliates included in the Company Circular and any information describing the terms of this Agreement and the transactions contemplated by this Agreement must be in a form and content satisfactory to the Investor, acting reasonably; (e) solicit proxies in favour of the approval of the transactions contemplated by this Agreement, and against any resolution submitted by any Person that is inconsistent with, or which seeks to hinder or delay the transactions contemplated by this Agreement; (f) provide the Investor with copies of or access to information regarding the Parent Meeting generated by any dealer, proxy advisory firm or proxy solicitation firm, as may be reasonably requested by the Investor from time to time; (g) permit the Investor at its expense to, on behalf of the management of the Parent, directly or through a soliciting dealer, actively solicit proxies in favour of the transactions contemplated by this Agreement on behalf of management of the Parent in compliance with applicable Securities Laws and disclose in the Company Circular that the Investor may make such solicitations; and (h) advise the Investor as the Investor may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Parent Meeting, as to the tally of the proxies received by the Company in respect of the resolutions to be voted on at the Parent Meeting.

Parent Meeting. ‌ The (a) In a timely and expeditious manner, Parent will act expeditiously and in good faith toshall: (ai) lawfully convene and conduct hold the Parent Meeting scheduled in accordance with Parent’s articles and by-laws and applicable Laws, as soon as reasonably practicable subject to be on March 28the Company’s compliance with Section 3.03, 2022 for the purpose of considering and approving having the transactions contemplated shareholders of Parent consider the Merger Resolution, and, except as required by this AgreementLaw, in accordance with not adjourn, postpone or cancel (or propose the requirements adjournment, postponement or cancellation of) the Parent Meeting without the prior written consent of applicable Securities Laws and the Parent's constating documentsCompany; (b) expeditiously prepare the notice and management information circular (the "Company Circular") for the Parent Meeting, which information circular will include the recommendation of the board of directors of the Parent that WRX Shareholders vote in favour of the transactions contemplated by this Agreement; (c) ensure that the Company Circular complies in all material respects with applicable Laws, does not contain any misrepresentation and provides the Parent Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Parent Meeting; (d) give the Investor and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give reasonable consideration to any comments made by the Investor and its legal counsel, and agrees that all information relating solely to the Investor and its Affiliates included in the Company Circular and any information describing the terms of this Agreement and the transactions contemplated by this Agreement must be in a form and content satisfactory to the Investor, acting reasonably; (eii) solicit proxies in favour favor of the approval of the Merger Resolution and against any resolution submitted by any Parent shareholder that is inconsistent with the Merger Resolution and the completion of any of the transactions contemplated by this Agreement, and against any resolution submitted by any Person that is inconsistent withthe Parent may at its own expense, or which seeks will if so requested by the Company and at the Company's expense, retain and use the services of proxy solicitation services firms to hinder or delay solicit proxies in favor of the transactions contemplated by this Agreementapproval of the Merger Resolution; (fiii) provide the Investor Company with copies of or access to information regarding the Parent Meeting generated by any dealer, proxy advisory firm or proxy solicitation services firm, as may be reasonably requested by the Investor from time to timetime by the Company, acting reasonably; (giv) permit consult with the Investor at its expense toCompany in fixing the record date for, on behalf of and date of, the management of Parent Meeting, give notice to the Parent, directly or through a soliciting dealer, actively solicit proxies in favour of the transactions contemplated by this Agreement on behalf of management Company of the Parent in compliance with applicable Securities Laws Meeting and disclose in allow the Company's Representatives and legal counsel to attend the Parent Meeting; (v) promptly advise the Company, at such times as the Company Circular that the Investor may make such solicitations; and (h) advise the Investor as the Investor may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Parent Meeting, as to the aggregate tally of the proxies received by the Company Parent in respect of the resolutions Merger Resolution; (vi) promptly advise the Company of any communication (written or oral) from any shareholder of the Parent in opposition to the Merger Resolution, provided that a vote against the Merger Resolution in any form of proxy shall not be considered to be voted on a written communication for the purposes of this Section 3.01(a)(vi); and (vii) not change the record date for the Parent shareholders entitled to vote at the Parent MeetingMeeting in connection with any adjournment or postponement of the Parent Meeting unless required by Law.