Common use of The Circular Clause in Contracts

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 that such information does not contain any Misrepresentation. 2.4.5 Each Party shall promptly notify the other Party if it becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Vendor shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Authority.

The Circular. 2.4.1 The Vendor shall: (ia) as As promptly as reasonably practicable after the execution of this Agreement, 724 Solutions shall prepare and complete, in consultation with the Purchaser as contemplated by this Section 2.4Holdings, the Circular (and any amendments or supplements thereto) together with any other documents required by Law 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; Meeting to be sent to each Shareholder and (ii) as promptly as reasonably practicable, cause the Circular Holders of Cashed-out Options and such other documents to be filed with or furnished to the Securities Authorities and the CSE applicable Governmental Entities, as required by Law the Interim Order 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 applicable Laws. 724 Solutions 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 provide Holdings a reasonable opportunity to review and comment on drafts of the Circular and other related documents, documentation referred to above in the course of its preparation and shall give reasonable consideration not file or amend such documentation without the consent of Holdings as to any comments made 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 Purchaser and its legal counselArrangement. 2.4.4 (b) The Purchaser Circular shall provide include the recommendation and representation of the board of directors of 724 Solutions in writing to respect of the Vendor all necessary information concerning Arrangement as set out in Section 2.8. Notwithstanding any other provision of this Agreement, the Purchaser 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 its Affiliates financial advisors that is required by applicable Law to be included by the Vendor reflected in the Circular or other related documentsminutes of a meeting of the board of directors, and shall ensure that such information does not contain 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 Misrepresentation. 2.4.5 Each Party shall promptly notify the other Party if it becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplementfee applicable thereunder. The Parties foregoing shall conot relieve the board of directors of 724 Solutions from any of its obligation in respect of proceeding to call and hold the Meeting and holding the vote of Shareholders and Holders of Cashed-operate in the preparation of any such amendment or supplement as required or appropriate, and the Vendor shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Authorityout Options.

The Circular. 2.4.1 (1) The Vendor Corporation shall: (i) , as promptly as reasonably practicable prepare practicable, and completein any event within fifteen (15) Business Days after the date of this Agreement, prepare, in consultation with the Purchaser as contemplated by this Section 2.4Purchaser, the Circular, and file the Circular in preliminary form with the SEC, together with any other documents required by Law in connection to be filed with the Meeting; and (ii) as SEC therewith. As promptly as reasonably practicablepracticable following an SEC Clearance Event and receipt of the Interim Order, and in any event prior to the Mailing Deadline, 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 sent to each 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 accordance with Section 2.32.4(1). 2.4.2 (2) The Vendor Corporation 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) misrepresentation and provides the Shareholders and Warrant Holders with sufficient information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before the Meeting; provided, however, that the Corporation shall be deemed not to be in breach of the covenant included in this Section 2.5(2) with respect to any information with respect to the Purchaser or its affiliates that is provided by the Purchaser or its Representatives to the Corporation specifically for inclusion in the Circular. Without limiting the generality of the foregoing, the Circular must include: : (ia) a summary and copy of a fairness opinion with respect to the sale of the Purchased Assets; Fairness Opinion; (iib) a statement that the Board has unanimouslyTransaction Committee has, after receiving legal and financial advice, determined unanimously recommended that the Purchase Price to be received by Board approve this Agreement and the Vendor is fair, from a financial point of view to Arrangement and recommend that the Shareholders and unanimously recommends that Shareholders Warrant Holders vote in favour of the Arrangement Resolution Resolution; (the “Board Recommendation”), and (iiic) a statement that each executive officer who owns Shares the Board has received the Fairness Opinion, and each director has, after receiving legal and financial advice and the recommendation of the Vendor Transaction Committee, made the Board Recommendation; and (d) disclosure of the directors and executive officers of the Corporation who owns Shares intends are subject to Support and Voting Agreements pursuant to which they intend to vote all of such Person’s their Shares and Warrants 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 (3) The Vendor Corporation shall give the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documentsdocuments that include, but are not limited to, all documents required for Court approval of the Plan of Arrangement and the granting of the Interim Order and Final Order, and shall give reasonable consideration to any comments made by the Purchaser and its outside legal counsel, and agrees that all information relating to the Purchaser and its affiliates, and any information describing the terms of the Arrangement and/or the Plan of Arrangement, must be in a form and content satisfactory to the Purchaser, acting reasonably. The Corporation shall provide the Purchaser with all comments, written or oral, received from the SEC, promptly upon receipt from the SEC (and in any event within twenty four (24) hours following receipt), and give the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on any responses, written or oral, submitted or proffered to the SEC. In addition, the Corporation shall provide the Purchaser with a final copy of the Circular prior to its mailing to the Shareholders and Warrant Holders. 2.4.4 (4) The Purchaser shall provide in writing to the Vendor Corporation all necessary information concerning the Purchaser and its Affiliates affiliates that is required by applicable Law to be included by the Vendor Corporation in the Circular or other related documents, and shall ensure that such information does not contain any Misrepresentationmisrepresentations. 2.4.5 (5) Each Party shall promptly and, in any event, within twenty four (24) hours, notify the other Party if it becomes aware that the Circular contains a Misrepresentationmisrepresentation, or otherwise requires an amendment or supplement. The Parties shall co-operate cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Vendor Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and Warrant Holders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental AuthorityEntity.

The Circular. 2.4.1 The Vendor shall: (i1) as Subject to compliance by Pacific Rubiales with this Section 2.5, promptly as reasonably practicable after the execution of this Agreement, Petrominerales shall prepare and complete, in consultation with the Purchaser as contemplated by this Section 2.4, complete the Circular together with any other documents required by Law the ABCA, Canadian Securities Laws, Colombian Securities Laws and other applicable Laws in connection with the Meeting; Meeting and (ii) the Arrangement, and Petrominerales shall, as promptly as reasonably practicablepracticable after obtaining the Interim Order, cause the Circular and such other documents documentation required in connection with the Meeting to be filed with or furnished and to the Securities Authorities and the CSE as required by Law and disseminated be sent to each Shareholder and other Persons persons as required by Lawthe Interim Order and applicable Laws, in each case so as to permit the Meeting to be held in accordance with within the time required by Section 2.32.4(1). 2.4.2 The Vendor (2) Petrominerales shall ensure that the Circular complies in all material respects with Canadian Securities Laws, Colombian Securities Laws and other applicable Laws, and, without limiting the Lawgenerality of the foregoing, does that the Circular shall not contain any Misrepresentation 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 (except the Vendor shall not be responsible for other than with respect to any information included in the Circular related to the Purchaser or its representatives that is provided furnished by the Purchaser or its representativesPacific Rubiales) and provides shall provide the Shareholders with information in sufficient information detail to permit them to form a reasoned judgement judgment concerning the matters to be placed before them at the Meeting. Without limiting Meeting and to allow ExploreCo to rely upon the generality exemption from registration provided under Section 3(a)(10) of the foregoing, the Circular must include: (i) copy of a fairness opinion U.S. Securities Act with respect to the sale issuance of the Purchased Assets; (iiExploreCo Shares pursuant to the Arrangement.. Subject to Section 8.3(6) a statement and 8.3(10), the Circular shall include the recommendation of the Board of Directors 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 (3) Pacific Rubiales and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Circular and other documents related documentsthereto, and shall give reasonable consideration shall be given to any comments made by the Purchaser Pacific Rubiales and its legal their counsel. 2.4.4 The Purchaser shall provide in writing , provided that all information relating solely to the Vendor all necessary information concerning the Purchaser and its Affiliates that is required by applicable Law to be Pacific Rubiales or their affiliates included by the Vendor in the Circular or shall be in form and content satisfactory to Pacific Rubiales, acting reasonably. (4) Pacific Rubiales shall, in a timely manner, furnish to Petrominerales all such information concerning Pacific Rubiales as may be reasonably required by Petrominerales in the preparation of the Circular and other documents related documentsthereto, and Pacific Rubiales shall ensure that no such information does not shall contain any Misrepresentationuntrue statement of a material fact or omit to state a material fact required to be stated in the Circular in order to make any information so furnished not misleading in light of the circumstances in which it is disclosed. 2.4.5 Each Party (5) Petrominerales shall indemnify and save harmless Pacific Rubiales and its Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which Pacific Rubiales and its Representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of: (a) any misrepresentation or alleged misrepresentation in any information included in the Circular other than the ExploreCo Circular Information and the information furnished by Pacific Rubiales; and (b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any misrepresentation or any alleged misrepresentation in the Circular other than the ExploreCo Circular Information and the information furnished by Pacific Rubiales. (6) ExploreCo shall indemnify and save harmless Pacific Rubiales, Petrominerales and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which Pacific Rubiales, Petrominerales and their respective Representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of: (a) any misrepresentation or alleged misrepresentation in the ExploreCo Circular Information; (b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any misrepresentation or any alleged misrepresentation in the ExploreCo Circular Information; and (c) any requirement, as determined by a court of competent jurisdiction, to deliver an ExploreCo Share upon the exercise of any Incentive Common Share Award or Deferred Common Share Award following the Effective Time, provided that in each case ExploreCo shall fully satisfy its obligations hereunder by delivering an ExploreCo Share to Pacific Rubiales or Petrominerales for delivery to the holder of the Incentive Share Award or Deferred Common Share Award in exchange for payment by Pacific Rubiales or Petrominerales to ExploreCo of a cash amount equal to the five day volume weighted average trading price of the ExploreCo Shares for the first five trading days following the Effective Date. (7) The Parties shall promptly notify each other if at any time before the other Party if Effective Date it becomes aware that the Circular contains an untrue statement of a Misrepresentationmaterial fact or omits 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, or that otherwise requires an amendment or supplement. The supplement to the Circular, and the Parties shall co-operate in the preparation of any such amendment or supplement to the Circular, as required or appropriate, and the Vendor shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders andPetrominerales shall, if required by the Court or by Lawapplicable Laws, promptly mail or otherwise publicly disseminate any amendment or supplement to the Circular to the Shareholders and file the same with the Securities Authorities or any other Governmental Authorityand as otherwise required. (8) If required by Colombian Securities Laws, the Circular will be translated into Spanish.

The Circular. 2.4.1 (1) The Vendor Corporation shall: (i) , as promptly as reasonably practicable practicable, and in any event within fifteen (15) Business Days after the date of this Agreement, prepare and complete, in consultation with the Purchaser as contemplated by this Section 2.4Parent, the Circular together with any other documents required by applicable Law in connection with the Meeting; Meeting and (ii) as the Arrangement, and file the Circular in preliminary form with the SEC, together with any such documents. As promptly as reasonably practicablepracticable following the SEC Clearance Date and receipt of the Interim Order, and in any event prior to the Mailing Deadline, 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 sent to each 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 by the date specified in accordance with Section 2.32.4(1). 2.4.2 (2) The Vendor Corporation shall ensure that the Circular complies in all material respects with the applicable Law, does not contain any Misrepresentation a misrepresentation (except the Vendor shall not be responsible for other than, in each case, with respect to any information included furnished by the Parent, its affiliates and their respective Representatives for inclusion in the Circular related to the Purchaser or its representatives that is provided by the Purchaser or its representativesCircular) and provides the Shareholders with sufficient information in sufficient detail 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 shall include: : (ia) a summary and copy of a fairness opinion with respect to the sale of the Purchased AssetsFairness Opinion; and (iib) a statement that the Board has unanimouslyreceived the Fairness Opinion, and has, after receiving legal and financial advice, determined that advice made 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 (3) The Vendor Corporation shall give the Purchaser Parent and its outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documentsall documents required for Court approval of the Plan of Arrangement and the granting of the Interim Order and Final Order, and shall give reasonable consideration to any comments made by the Purchaser Parent and its outside legal counsel, and agrees that all information relating to the Parent and its affiliates, and any information describing the terms of the Arrangement and/or the Plan of Arrangement, must be in a form and content satisfactory to the Parent, acting reasonably. The Corporation shall provide the Parent with all comments, written or oral, received from the SEC, promptly (and in any event within twenty-four (24) hours) upon receipt from the SEC, and give the Parent and its outside legal counsel a reasonable opportunity to review and comment on any responses, written or oral, submitted or proffered to the SEC. In addition, the Corporation shall provide the Parent with a final copy of the Circular prior to its mailing to the Shareholders. 2.4.4 (4) The Purchaser Parent shall provide on a timely basis in writing to the Vendor Corporation all necessary information concerning the Purchaser Parent and its Affiliates affiliates that is required by applicable Law to be included by the Vendor Corporation in the Circular or other related documents, and shall ensure that such information does not contain any Misrepresentationmisrepresentations. 2.4.5 (5) Each Party shall promptly (and in any event within twenty-four (24) hours) notify the other Party if it becomes aware that the Circular contains a Misrepresentationmisrepresentation, or otherwise requires an amendment or supplement. The Parties shall co-operate cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Vendor Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental AuthorityEntity.