The Circular Clause Examples
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) 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. (1) The Corporation shall, as promptly as reasonably practicable, prepare and complete, in consultation with the Purchaser and the Circular together with any other documents required by Law in connection with the Meeting and the Arrangement, including obtaining the Fairness Opinion for inclusion in the Circular, and the Corporation shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Circular, and such
(2) The Corporation shall ensure that the Circular complies in all material respects with Law, does not contain any Misrepresentation or any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading (other than in respect to any information, including with respect to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular). Without limiting the generality of the foregoing, the Circular must include: (i) summaries and copies of the Fairness Opinion, (ii) a statement that the Independent Committee has received the Fairness Opinion and has, after receiving legal and financial advice, unanimously recommended that the Board approve the Arrangement Agreement and that the Shareholders (other than the holders of the Excluded Shares) vote in favour of the Arrangement Resolution, (iii) a statement that the Board has received the Fairness Opinion, and has unanimously (with interested directors abstaining from voting), after receiving legal and financial advice and the recommendation of the Independent Committee, determined that the Arrangement Resolution is in the best interests of the Corporation and is fair to the Shareholders (other than the holders of the Excluded Shares) and that the Board unanimously (with interested directors abstaining from voting) recommends that the Shareholders (other than the holders of the Excluded Shares) vote in favour of the Arrangement Resolution (the “Board Recommendation”), (iv) a statement that the Board has withdrawn its support for, and recommendation that SVS Shareholders vote in favour of the ▇. ▇▇▇▇▇▇▇ Arrangement, (v) a statement that directors and executive officers of the Corporation who own Subordinate Voting Shares have entered into D&O Support and Voting Agreements pursuant to which they intend to vote all of their Subordinate Voting Shares in favour of the Arrangement Resolution and (vi) a statemen...
The Circular. (a) As promptly as reasonably practicable after the execution of this Agreement, 724 Solutions shall prepare and complete, in consultation with Holdings, the Circular (and any amendments or supplements thereto) together with any other documents required by the Securities Act, the 1933 Act, the Exchange Act, the CBCA, the OBCA and other applicable Laws in connection with Meeting and the Arrangement. As promptly as reasonably practicable thereafter, and after obtaining the Interim Order, but subject to obtaining any required Regulatory Approvals in connection with mailing the Circular, 724 Solutions shall cause the Circular and other documentation required in connection with the Meeting to be sent to each Shareholder and Holders of Cashed-out Options and to be filed with applicable Governmental Entities, as required by the Interim Order and applicable Laws. 724 Solutions shall provide Holdings a reasonable opportunity to review and comment on drafts of the Circular and other documentation referred to above in the course of its preparation and shall not file or amend such documentation without the consent of Holdings as to those portions of the Circular and other documentation which references or relates to Holdings or its Affiliates, that consent not to be unreasonably withheld or delayed. Except for individual proxies and other non-substantive communications, 724 Solutions shall furnish promptly to Holdings a copy of each notice, report, report of proxies submitted, schedule or other document or communication delivered, filed or received by 724 Solutions in connection with the Arrangement.
(b) The Circular shall include the recommendation and representation of the board of directors of 724 Solutions in respect of the Arrangement as set out in Section 2.8. Notwithstanding any other provision of this Agreement, the board of directors of 724 Solutions may change its recommendation in respect of the Arrangement from that set forth in Section 2.8, if the board of directors concludes, in good faith, after receiving the advice of outside counsel and financial advisors that is reflected in the minutes of a meeting of the board of directors, that such action is necessary for such board of directors to act in a manner consistent with its fiduciary duty or applicable Laws and, in the event that Section 6.3 is applicable, if 724 Solutions has paid any fee applicable thereunder. The foregoing shall not relieve the board of directors of 724 Solutions from any of its obli...
The Circular. (a) Subject to the Purchaser’s compliance with Section 2.4(d), the Company shall, as promptly as reasonably practicable, prepare and complete, in consultation with the Purchaser, the Circular together with any other documents required by Law in connection with the Meeting and the Arrangement, and the Company shall as soon as reasonably practicable, after obtaining the Interim Order, cause the Circular and such other documents to be filed and sent to each Company Shareholder and other Persons as required by the Interim Order and Law, in each case so as to permit the Meeting to be held by the date specified in Section 2.3.
(b) The Company shall ensure that the Circular complies in all material respects with Law and the Interim Order, does not contain any Misrepresentation (provided that the Company shall not be responsible for the accuracy of any information furnished by the Purchaser in writing specifically for purposes of inclusion in the Circular pursuant to Section 2.4(d)) and provides Company 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 summary and copy of the Fairness Opinion; (ii) a statement that the Company Board has unanimously approved the Arrangement Agreement and recommend to Company Shareholders that they vote their Company Shares in favour of the Arrangement Resolution; (iii) a statement that the Company Board, after consulting with outside legal and financial advisors, has unanimously determined that the Arrangement is in the best interests of the Company, and unanimously recommends that Company Shareholders vote in favour of the Arrangement Resolution (the “Company Board Recommendation”); and (iv) a statement that each of the directors and officers and certain shareholders of the Company has signed a Voting Support Agreement, pursuant to which, and subject to the terms thereof, each has committed to, among other things, vote all of his or her Purchaser Shares in favour of the Arrangement Resolution
(c) The Company shall give the Purchaser and Purchaser’s 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 them, and agrees that all information relating solely to the Purchaser or any of its Affiliates included in the Circular must be in a form and ...
The Circular. (1) The Company shall promptly prepare and complete, in consultation with Mirati, 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. 17 SECTION 2.5 FINAL ORDER. ............................................................................................... 19 SECTION 2.6
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. 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.