Proxy Circular. Subject to compliance by Acquiror with Section 6.1(a), the Company will ensure that the Proxy Circular complies, in all respects, with Applicable Canadian Securities Laws and any other Applicable Laws and shall include or incorporate by reference, without limitation the unanimous determination of the Company’s Board of Directors that the Arrangement is fair to Company Shareholders and is in the best interests of the Company and the Company Shareholders, and the unanimous recommendation of the Company’s Board of Directors that the Company Shareholders vote in favor of the Arrangement Resolution; provided that, notwithstanding the covenants of Company in this subsection, prior to the completion of the Arrangement, the Company’s Board of Directors may withdraw, modify or change the recommendation regarding the Arrangement if, in the opinion of the Company’s Board of Directors, acting reasonably, having received the advice of its outside legal counsel which is reflected in minutes of the meeting of the Company’s Board of Directors, such withdrawal, modification or change is required to act in a manner consistent with the fiduciary duties of the Company’s Board of Directors and, if applicable, provided the Company’s Board of Directors shall have complied with the provisions of Section 6.8. Subject to the proviso in the immediately preceding sentence, the Company’s Board of Directors shall not take any action or make any statement that is inconsistent with the Company Board Recommendation.
Proxy Circular. As promptly as reasonably practicable, the Corporation shall prepare the Proxy Circular (setting forth inter alia the recommendation of the Board of Directors set forth in Section 2.6(a) and the opinion of the Corporation's financial advisors referred to in Section 2.6(b) and reflecting the execution of the lock-up agreements referred to in Section 9.2(e) and the intention of the senior officers and directors referred to in Section 2.6(c)) together with any other documents required by Securities Laws or other applicable laws in connection with the approval of the Arrangement by the Shareholders and Optionholders and the Corporation shall, on a confidential basis, provide Acquiror timely opportunity to review and a reasonable period of time in the circumstances to comment on all such documentation and all such documentation shall be reasonably satisfactory to Acquiror before it is filed or distributed to the Shareholders and Optionholders. As promptly as practicable after obtaining the Interim Order and, in any event on or before September 30, 2002, the Corporation shall use its commercially reasonable efforts to cause the Proxy Circular and other documentation required in connection with the Shareholder Meeting to be sent to each Shareholder and each Optionholder and filed as required by the Interim Order and applicable laws.
Proxy Circular. As promptly as practicable after the execution and delivery of this Arrangement Agreement, the Company, in consultation with Parent, will prepare and complete the Proxy Circular together with any other documents required by the OBCA or other applicable Laws in connection with the Special Meeting. The Proxy Circular and such other documents, together with any supplements or amendments thereto, shall be in form and substance satisfactory to Parent (and Parent’s external counsel) acting reasonably. The Company will file with the appropriate Governmental Entities the Proxy Circular and any other documentation required to be filed under the Interim Order and applicable Laws in all jurisdictions where the Proxy Circular is required to be filed by the Company and mail or cause to be mailed the Proxy Circular and any other documentation required to be mailed under the Interim Order and applicable Laws to Maple Shareholders, Optionholders, holders of DSUs, the directors of the Company, the auditors of the Company and any other required persons with a targeted date of on or before January 14, 2011 and in any event on or before January 26, 2011 (the “Mailing Deadline”), all in accordance with the terms of the Interim Order and applicable Laws. Parent will provide such assistance as the Company may reasonably request in such regard. In a timely and expeditious manner, the Company shall prepare (in consultation with Parent) and file amendments or supplements to the Proxy Circular (which amendments or supplements shall be in a form satisfactory to Parent and its external counsel, each acting reasonably) required by applicable Laws or as otherwise agreed between the Company and Parent with respect to the Special Meeting and mail or otherwise disseminate such amendments or supplements, as required by the Interim Order and in accordance with all applicable Laws, to such persons and in all jurisdictions where such amendments or supplements are required to be mailed or disseminated, complying in all material respects with all applicable Laws on the date of the mailing or dissemination thereof. Parent agrees to indemnify and save harmless the Company, its Subsidiaries and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company, any Subsidiary or any of their respective directors, officers, employees, agents, advisors or representati...
Proxy Circular. The Company shall have mailed the Proxy Circular and other documentation required in connection with the Company Meeting to the Company Shareholders no later than three (3) Business Days following clearance of the Proxy Circular by the SEC.
Proxy Circular. As soon as practicable but in any event not later than June 30, 2005, Beacon will, subject to the prior review and written approval of NxtPhase, prepare the Proxy Circular for mailing to Beacon Shareholders and to NxtPhase Shareholders. The Proxy Circular will include all such information as is necessary to ensure compliance with the requirements of applicable corporate and securities laws of Beacon and NxtPhase in connection with the shareholder approval required by those companies for the Arrangement and compliance with the Interim Order, subject to the receipt by NxtPhase of an exemption order from the Director of the CBCA. NxtPhase will promptly apply to the Director of the CBCA for an exemption order exempting the Proxy Circular from the requirements of the CBCA with respect to the contents thereof. Beacon will ensure that all information included in the Proxy Circular, except such information relating to NxtPhase, does not contain a misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated in the Proxy Circular that is necessary to make any statement that it makes not misleading in light of the circumstances in which it is made. NxtPhase will provide to Beacon all information about itself, its Affiliates and their respective directors, officers and shareholders as may be reasonably necessary to be included in the Proxy Circular pursuant to applicable laws. NxtPhase will ensure that all information included in the Proxy Circular relating to NxtPhase does not contain a misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated in the Proxy Circular that is necessary to make any statement that it makes not misleading in light of the circumstances in which it is made. If, at any time prior to the time the Registration Statement is declared effective under the 1933 Act, any event or circumstance relating to NxtPhase or any of its Affiliates, or its or their respective officers, directors or shareholders, should be discovered by NxtPhase which is required to be set forth in an amendment or supplement to the Proxy Circular, NxtPhase shall promptly inform Beacon.
Proxy Circular. As promptly as reasonably practicable, the Corporation shall prepare the Proxy Circular (setting forth inter alia the recommendation of the Board of Directors set forth in Section 2.4(a) and the fairness opinion referred to in Section 2.4(b) and reflecting the execution of the Transaction Support agreements referred to in Section 9.2(d) and the intention of the senior officers and directors referred to in Section 2.4(c)) together with any other documents required by corporate laws, Securities Laws or other applicable laws in connection with the approval of the Reorganization by the Shareholders and the Corporation shall, on a confidential basis, provide Acquirer and its legal and financial advisors timely opportunity to review and a reasonable period of time in the circumstances to comment on all such documentation and all such documentation shall be reasonably satisfactory to Acquirer before it is filed or distributed to the Shareholders.
Proxy Circular. When mailed, the Proxy Circular will not contain an untrue statement of a material fact concerning Trans-Orient or the Trans-Orient Subsidiaries and will not omit to state a material fact concerning Trans-Orient or the Trans-Orient Subsidiaries that is required to be stated or that is necessary to make a statement contained therein not misleading in the light of the circumstances in which it was made.
Proxy Circular. When mailed, the Proxy Circular will not contain an untrue statement of a material fact concerning TAG or the TAG Subsidiaries and will not omit to state a material fact concerning TAG or the TAG Subsidiaries that is required to be stated or that is necessary to make a statement contained therein not misleading in the light of the circumstances in which it was made.
Proxy Circular. In a timely and expeditious manner, TAG and TAG Subco shall provide to Trans-Orient all information as may be reasonably requested by Trans-Orient or as required by the Interim Order or applicable Laws with respect to TAG and TAG Subco and their respective businesses and properties for inclusion in the Proxy Circular or in any amendment or supplement to the Proxy Circular which complies in all material respects with all applicable Laws on the date of the mailing thereof and containing all material facts relating to TAG and TAG Subco required to be disclosed in the Proxy Circular and not containing any misrepresentation (as defined under applicable securities legislation) with respect thereto.
Proxy Circular. All information pertaining to Web Dream ---------------- contained in the Proxy Circular is true, complete and correct in all material respects (as defined in the Securities Act (Ontario)), constitutes full, true and plain disclosure of all material facts, does not contain a misrepresentation and does not omit therefrom any material fact which is required to be stated or which is necessary to make the statements contained therein not false or misleading in the light of the circumstances in which they are made, and each of the Vendors will promptly advise Web Dream of any such information in the Proxy Circular which deviates from the foregoing until the Closing. ARTICLE 3B ---------- REPRESENTATIONS AND WARRANTIES OF OTHER VENDORS -----------------------------------------------
