The Circular Clause Samples
The Circular clause defines the official document or communication that provides essential information about a transaction, offering, or corporate action. In practice, this clause specifies what constitutes the Circular, such as a prospectus or notice sent to shareholders, and outlines the requirements for its content, distribution, and timing. Its core function is to ensure that all relevant parties receive accurate and timely information, thereby promoting transparency and informed decision-making.
POPULAR SAMPLE Copied 3 times
The Circular. (1) As promptly as reasonably practicable following execution of this Agreement, Company shall (a) prepare and complete, in consultation with the Purchaser, the Circular together with any other documents required by the OBCA and Applicable Securities Laws in connection with the Meeting and the Arrangement, (b) file the Circular in all Canadian jurisdictions where the same is required to be filed under applicable Laws, and (c) mail the Circular as required under Applicable Securities Laws and the Interim Order, in each case so as to permit the Meeting to be held by the date specified in Section 2.3(1).
(2) The Company shall ensure that the Circular complies in all material respects with applicable Laws, does not contain any Misrepresentation (other than, in each case, with respect to: (a) any information furnished by or relating to the Purchaser, its affiliates and their respective Representatives, or derived therefrom, for inclusion in the Circular (including any pro forma financial information); (b) the Purchaser Public Documents included or incorporated by reference into the Circular; and information related to the Purchaser or derived from the materials described in clauses (a) and b) above, if approved in writing by the Purchaser or its legal counsel (such exceptions, collectively, the “Purchaser Information”). Without limiting the generality of the foregoing, the Circular must include: (i) a copy of the Fairness Opinion, (ii) a statement that the Company Board has received the Fairness Opinion and that the Company Board has, after receiving advice of outside legal and financial advisors, unanimously determined that the execution, delivery and performance of this Agreement is in the best interests of the Company and the Arrangement is fair to the Company Shareholders and recommends that the Company Shareholders vote in favour of the Arrangement Resolution (the “Company Board Recommendation”), and (iii) a statement that the Locked-up Shareholders have entered into the Voting Support Agreements and have agreed to vote all their Company Shares in favour of the Arrangement Resolution and against any resolution submitted by any Company Shareholder that is contrary to the contemplated terms of the Arrangement.
(3) Prior to the printing of the Circular, Purchaser and Purchaser’s legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Circular and other documents related thereto, and reasonable consideration shall be given ...
The Circular. (1) The Company shall promptly prepare and complete, in consultation with the Purchaser, the Circular together with any other documents required by applicable Law in connection with the Meeting and the Amended Arrangement, and the Company shall as promptly as reasonably practicable after the date of this Agreement, but in any event no later than July 15, 2020, file the Circular with the SEC, and, as promptly as reasonably practicable, and in any event on or before the second Business Day after the later of (i) obtaining SEC Clearance of Circular; and (ii) the Amendment Interim Order, cause the Circular and such other documents to be filed and sent to each Company Shareholder and other Person as required by the Amendment Interim Order and Law.
(2) The Company shall ensure that the Circular complies in all material respects with the Amendment Interim Order, applicable Law and the rules and regulations promulgated by the SEC, does not contain any Misrepresentation (provided that the foregoing shall not apply to any information with respect to the Purchaser that is furnished in writing by or on behalf of the Purchaser and is included in the Circular) and provides the Company Shareholders with sufficient information to permit them to form a reasoned judgment concerning the matters to be placed before them at the Meeting.
(3) The Company shall not be responsible for any information regarding the Purchaser in the Circular provided in writing by the Purchaser for inclusion therein. The Purchaser shall indemnify and save harmless each of the Company, the Company’s Subsidiaries and their respective Representatives from and against any and all liabilities, losses, damages, claims, reasonable costs, reasonable expenses, interest awards, judgments and penalties suffered or incurred by any of them as a result of or arising from any Misrepresentation or alleged Misrepresentation contained in any such information regarding the Purchaser included in the Circular that was provided by the Purchaser in writing specifically for inclusion therein, including as a result of any order made, or any inquiry, investigation or proceeding by any Governmental Entity to the extent based on such Misrepresentation or any alleged Misrepresentation.
(4) The Company shall use commercially reasonable efforts to respond promptly to any comments of the SEC or its staff with respect to the Circular. The Company will advise the Purchaser promptly after it receives any request by the SEC for amendm...
The Circular. 2.4.1 The Vendor shall: (i) as promptly as reasonably practicable prepare and complete, in consultation with the Purchaser as contemplated by this Section 2.4, the Circular together with any other documents required by Law in connection with the Meeting; and (ii) as promptly as reasonably practicable, cause the Circular and such other documents to be filed with or furnished to the Securities Authorities and the CSE as required by Law and disseminated to each Shareholder and other Persons as required by Law, in each case so as to permit the Meeting to be held in accordance with Section 2.3.
2.4.2 The Vendor shall ensure that the Circular complies in all material respects with the Law, does not contain any Misrepresentation (except the Vendor shall not be responsible for any information included in the Circular related to the Purchaser or its representatives that is provided by the Purchaser or its representatives) and provides the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Meeting. Without limiting the generality of the foregoing, the Circular must include: (i) copy of a fairness opinion with respect to the sale of the Purchased Assets; (ii) a statement that the Board has unanimously, after receiving legal and financial advice, determined that the Purchase Price to be received by the Vendor is fair, from a financial point of view to the Shareholders and unanimously recommends that Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), and (iii) a statement that each executive officer who owns Shares and each director of the Vendor who owns Shares intends to vote all of such Person’s Shares in favour of the Arrangement Resolution, subject to the other terms of this Agreement and the corresponding Support Agreement; and (iv) a statement that the Supporting Shareholders have each entered into their respective Support Agreements.
2.4.3 The Vendor shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its legal counsel.
2.4.4 The Purchaser shall provide in writing to the Vendor all necessary information concerning the Purchaser and its Affiliates that is required by applicable Law to be included by the Vendor in the Circular or other related documents, and shall ensure ...
The Circular. (1) The Company shall promptly prepare and complete, in consultation with Teranga, the Circular together with any other documents required by Law in connection with the Meeting and the Arrangement, and the Company shall, promptly after obtaining the Interim Order, cause the Circular and such other documents to be filed and sent to each Shareholder and other Person as required by the Interim Order and Law.
(2) The Company shall ensure that the Circular complies in all material respects with Law, and provides the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Meeting.
The Circular. (a) Parentco shall as promptly as reasonably practicable prepare and complete, the Circular together with any other documents required by Applicable Law in connection with the Meeting, and Parentco shall, promptly after obtaining the Interim Order, cause the Circular and such other documents to be filed and sent to each Parentco Shareholder and other persons as required by the Interim Order and Applicable Law, in each case so as to permit the Meeting to be held on or before May 22, 2018. If necessary, Parentco may abridge the timing contemplated by NI 54-101 (provided, however, that for greater certainty, the foregoing shall not extend to the making of an application for a waiver or extension from NI 54-101).
(b) Parentco shall ensure that the Circular complies in all material respects with Applicable Law and the Interim Order, does not contain any Misrepresentation and provides the Parentco Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Meeting. Without limiting the generality of the foregoing, the Circular must include: (i) a statement that the Board has, after receiving legal and financial advice, determined that the Arrangement is in the best interests of Parentco and is fair to the Parentco Shareholders and unanimously recommends that Parentco Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”); and (ii) include statements that each executive officer and director of Parentco has signed a support and voting agreement to vote all of his or her Parentco Common Shares in favour of the Arrangement Resolution.
The Circular. 17 SECTION 2.5 FINAL ORDER. ............................................................................................... 19 SECTION 2.6
The Circular. The Circular and the publication and distribution thereof will comply with the requirements of the Companies Legislation, the AIM Rules for Companies and all other applicable laws and regulations and the information contained therein (save for information set out therein as describes matters concerns the Purchaser and its Subsidiaries and the Purchaser Common Stock) is true and accurate in all material respects and is considered by the Seller to be sufficient to enable its stockholders to make an informed decision as to whether or not to vote in favor of the Acquisition.
The Circular. A circular containing, among other information, further details of the Construction Works, will be dispatched to shareholders in compliance with the Listing Rules. Rule 14.41 of the Listing Rules requires us to dispatch to shareholders a circular in relation to the Construction Works within 15 business days after the publication of this announcement, which is on or before 19 August 2013.
The Circular. The Circular gives banks, who have extended facilities to customers, the right to access and utilise deposits of the NPL’s customer across the banking industry in the event of a payment default. As such, a bank loan can be repaid, upon default on repayment of either the principal or interest or both, with funds in any bank account belonging to the customer. A bank can exercise this right by reporting the defaulting loan and customer to the CBN, who would in turn direct other banks and financial institutions it regulates to pay over and set off the outstanding indebtedness with bank deposits and financial assets in the name of the defaulting customer. The Circular also provides for the template clause to be included in loan agreements effective from 26 August 2019 as follows:
The Circular. The Circular and the publication and distribution thereof will comply with the requirements of the Companies Legislation, the AIM Rules for Companies and all other applicable laws and regulations and the information contained therein (save for information set out therein as describes matters concerns the Purchaser and its Subsidiaries and the Purchaser Common Stock) is true and accurate in all material respects and is considered by the Seller to be sufficient to enable its stockholders to make an informed decision as to whether or not to vote in favor of the Acquisition.