Common use of The Circular Clause in Contracts

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.