The Company Circular. (1) Subject to the Purchaser's compliance with Section 2.4(4), the Company shall as promptly as reasonably practicable prepare and complete, in consultation with the Purchaser and its legal counsel, the Company Circular together with any other documents required by Law and the Interim Order in connection with the Company Meeting and the Arrangement, and the Company shall, on a timely basis after obtaining the Interim Order, cause the Company Circular and such other documents to be filed and sent to each Shareholder and each other Person as required by the Interim Order and Law, in each case so as to permit the Company Meeting to be held by the date specified in Section 2.3(a). (2) The Company shall ensure that the Company 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 Company Circular pursuant to Section 2.4(4)) and provides the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include: (i) a copy of the Fairness Opinion; (ii) a statement that the Board has received the Fairness Opinion and, upon the unanimous recommendation of the Special Committee, has unanimously determined, after receiving legal and financial advice, that (a) the Arrangement is fair, from a financial point of view, to the Shareholders, (b) the Arrangement and the entering into of this Agreement are in the best interests of the Company and (c) the Board unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”); and (iii) a statement that each of the Supporting Shareholders have entered into Voting and Support Agreements pursuant to which they intend to vote all of their Shares in favour of the Arrangement Resolution. (3) The Company shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its legal counsel, and agrees that all information relating solely to the Purchaser and its affiliates for inclusion in the Company Circular and any information describing the terms of the Arrangement, the Plan of Arrangement and this Agreement must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of the Company Circular prior to its filing and its mailing to the Shareholders and other Persons. (4) The Purchaser shall provide to the Company in writing, on a timely basis, all necessary information concerning the Purchaser and its affiliates that is required by Law to be included by the Company in the Company Circular and which is requested in writing by the Company, and the Purchaser shall ensure that such information does not contain any Misrepresentation. (5) Each Party shall promptly notify the other Party if it becomes aware that the Company Circular contains a Misrepresentation or otherwise requires an amendment or supplement. The Parties shall, in a manner consistent with this Section 2.4, cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and such other Persons, if any, as required by the Interim Order and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity. (6) The Company shall promptly notify the Purchaser upon the receipt of any correspondence with respect to the Company Circular, the Company Meeting or the Arrangement, whether written or oral, from any Securities Authority or the staff of a Securities Authority or any request from any Securities Authority or the staff of a Securities Authority for information related to the Company Circular, the Company Meeting or the Arrangement or amendments or supplements to the Company Circular, and shall promptly provide the Purchaser with copies of all correspondence between the Company and its Representatives, on the one hand, and any Securities Authority or the staff of a Securities Authority, on the other hand with respect to such correspondence. The Company shall respond as promptly as reasonably practicable to any correspondence with respect to the Company Circular, the Company Meeting or the Arrangement from any Securities Authority or the staff of a Securities Authority, and shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on any such response prior to submitting it to any Securities Authority or the staff of a Securities Authority, and shall give reasonable consideration to any comments made thereon by the Purchaser and its legal counsel.
Appears in 1 contract
Sources: Arrangement Agreement
The Company Circular. (1) Subject to the Purchaser's ’s compliance with Section 2.4(4), the Company shall as promptly as reasonably practicable prepare and complete, in consultation with the Purchaser and its legal counselas contemplated by this Section 2.4, the Company Circular together with any other documents required by applicable Law and the Interim Order in connection with the Company Meeting and the ArrangementMeeting, and the Company shall, on a timely basis promptly after obtaining the Interim Order, cause the Company Circular and such other documents to be filed and sent to each Company Shareholder and each other Person Persons as required by the Interim Order and applicable Law, in each case so as to permit the Company Meeting to be held by the date specified in Section 2.3(a)2.3.
(2) The Company shall ensure that the Company Circular complies in all material respects with Law and the Interim Orderapplicable Law, 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 Company Circular pursuant to Section 2.4(4)) and provides the Company Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include: (i) a copy of the Fairness Opinion; (ii) a statement that the Board has received the Fairness Opinion and, upon the unanimous recommendation of the Special Committee, has unanimously determinedhas, after receiving legal and financial advice, that
(a) determined that the Arrangement is fair, from a financial point of view, to the Shareholders, (b) the Arrangement and the entering into of this Agreement are in the best interests of the Company and (c) is fair to the Board Company Shareholders and unanimously recommends that the Company Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”); , and (iii) a statement that each executive officer who owns Company Shares and each director of the Supporting Shareholders have entered into Voting and Support Agreements pursuant to which they intend Company who owns Company Shares intends to vote all of their such Person’s Company Shares (including any Company Shares issued upon the vesting and settlement of any Company DSUs and Company RSUs) in favour of the Arrangement Resolution, subject to the other terms of this Agreement and the corresponding Support Agreements; and (iv) a statement that the Supporting Shareholders have each entered into their respective Support Agreements.
(3) The Company shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its legal counsel, and agrees that all information relating solely to the Purchaser and and/or any of its affiliates for inclusion included in the Company Circular and any information describing the terms of the Arrangement, the Plan of Arrangement and this Agreement must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of the Company Circular prior to its filing and its mailing to the Shareholders and other Persons.
(4) The Purchaser shall provide to the Company in writingall information regarding the Purchaser, on a timely basis, all necessary information concerning its affiliates and the Purchaser and its affiliates that is Shares as required by the Interim Order or applicable Law for inclusion in the Company Circular or in any amendments or supplements to such Company Circular. The Purchaser shall also use commercially reasonable efforts to obtain any necessary consents from its auditors and any other advisors to the use of any financial or other expert information required to be included by the Company in the Company Circular and which is requested to the identification in writing by the Company, and the Company Circular of each such advisor. The Purchaser shall ensure that all such information contemplated in this Section 2.4(4) provided by the Purchaser does not contain include any Misrepresentation.
(5) The Purchaser shall indemnify and save harmless the Company and its Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company or any of its Representatives may be subject or which the Company or any of its Representatives may suffer as a result of, or arising from, any Misrepresentation or alleged Misrepresentation contained in any information included in the Company Circular that was furnished by the Purchaser, its affiliates and their respective representatives for inclusion in the Company Circular, including any order made, or any inquiry, investigation or Governmental Action instituted by any Securities Authority or other Governmental Entity based on such a Misrepresentation or alleged Misrepresentation.
(6) Each Party shall promptly notify the other Party if it becomes aware that the Company Circular contains a Misrepresentation Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall, in a manner consistent with this Section 2.4, cooperate shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Company Shareholders and such other Persons, if any, as required by the Interim Order and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity.
(6) The Company shall promptly notify the Purchaser upon the receipt of any correspondence with respect to the Company Circular, the Company Meeting or the Arrangement, whether written or oral, from any Securities Authority or the staff of a Securities Authority or any request from any Securities Authority or the staff of a Securities Authority for information related to the Company Circular, the Company Meeting or the Arrangement or amendments or supplements to the Company Circular, and shall promptly provide the Purchaser with copies of all correspondence between the Company and its Representatives, on the one hand, and any Securities Authority or the staff of a Securities Authority, on the other hand with respect to such correspondence. The Company shall respond as promptly as reasonably practicable to any correspondence with respect to the Company Circular, the Company Meeting or the Arrangement from any Securities Authority or the staff of a Securities Authority, and shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on any such response prior to submitting it to any Securities Authority or the staff of a Securities Authority, and shall give reasonable consideration to any comments made thereon by the Purchaser and its legal counsel.
Appears in 1 contract
Sources: Arrangement Agreement (SNDL Inc.)
The Company Circular. (1) Subject to the Purchaser's compliance with Section 2.4(4), the The Company shall as promptly as reasonably practicable prepare and complete, in consultation with the Purchaser and its legal counselPurchaser, the Company Circular together with any other documents required by Law and the Interim Order in connection with the Company Meeting and the Arrangement, and the Company shall, on a timely basis promptly after obtaining the Interim Order, cause the Company Circular and such other documents to be filed and sent to each Shareholder and each other Person Persons as required by the Interim Order and Law, in each case so as to permit the Company Meeting to be held by the date specified in Section 2.3(a).
(2) The Company shall ensure that the Company Circular complies in all material respects with Law and the Interim OrderLaw, does not at the time of the mailing contain any Misrepresentation (other than written information 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 Parent or the Company Circular pursuant to Section 2.4(4)Purchaser) and provides the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include: (i) a copy of the Fairness Opinion; (ii) a statement that the Board has received the Fairness Opinion andOpinion, upon the unanimous recommendation of the Special Committee, and has unanimously determined, after receiving legal and financial advice, that
: (aA) that the Arrangement is fair, from a financial point of view, fair to the Shareholders, ; (bB) the Arrangement and the entering into of this Agreement are is in the best interests of the Company Company; and (cC) that the Board unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution (collectively, the “Board Recommendation”); and (iii) a statement that each of the Company Supporting Shareholders have entered into the Company Voting and Support Agreements pursuant to which they intend to vote all of their Shares in favour of the Arrangement ResolutionResolution and against any resolution submitted by any Shareholder that is inconsistent with, and which cannot be terminated in the event of a Superior Proposal.
(3) The Company shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its legal counsel, and agrees that all information relating solely to the Purchaser and its affiliates or the Parent for inclusion in the Company Circular and any information describing the terms of the Arrangement, Arrangement and/or the Plan of Arrangement and this Agreement must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of the Company Circular prior to its filing and its mailing to the Shareholders and other PersonsShareholders.
(4) The Purchaser shall provide to the Company in writing, on a timely basis, writing all necessary information concerning the Purchaser Purchaser, Parent and each of its affiliates that is required by Law to be included by the Company in the Company Circular and which is requested or other related documents as required in writing by the Company, and the Purchaser shall ensure that such information does not contain any Misrepresentation.
(5) Each Party shall promptly notify the other Party if it becomes aware that the Company Circular contains a Misrepresentation Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall, in a manner consistent with this Section 2.4, cooperate shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and such other Persons, if any, as required by the Interim Order and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity.
(6) The Company shall promptly notify the Purchaser upon the receipt of any correspondence with respect to the Company Circular, the Company Meeting or the Arrangement, whether written or oral, from any Securities Authority or the staff of a Securities Authority or any request from any Securities Authority or the staff of a Securities Authority for information related to the Company Circular, the Company Meeting or the Arrangement or amendments or supplements to the Company Circular, and shall promptly provide the Purchaser with copies of all correspondence between the Company and its Representatives, on the one hand, and any Securities Authority or the staff of a Securities Authority, on the other hand with respect to such correspondence. The Company shall respond as promptly as reasonably practicable to any correspondence with respect to the Company Circular, the Company Meeting or the Arrangement from any Securities Authority or the staff of a Securities Authority, and shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on any such response prior to submitting it to any Securities Authority or the staff of a Securities Authority, and shall give reasonable consideration to any comments made thereon by the Purchaser and its legal counsel.
Appears in 1 contract
The Company Circular. (1) Subject to the Purchaser's ’s compliance with Section 2.4(4), the Company shall as promptly as reasonably practicable prepare and complete, in consultation with the Purchaser and its legal counselas contemplated by this Section 2.4, the Company Circular together with any other documents required by Law and the Interim Order in connection with the Company Meeting and the ArrangementMeeting, and the Company shall, on a timely basis promptly after obtaining the Interim Order, cause the Company Circular and such other documents to be filed and sent to each Company Shareholder and each other Person Persons as required by the Interim Order and Law, in each case so as to permit the Company Meeting to be held by the date specified in Section 2.3(a)2.3.
(2) The Company shall ensure that the Company Circular complies in all material respects with Law and the Interim OrderLaw, does not contain any Misrepresentation (provided that the Company shall not be responsible for the accuracy of any information furnished by the Parent or the Purchaser in writing specifically for purposes of inclusion in the Company Circular pursuant to Section 2.4(4)) and provides the Company Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include: (i) a copy of the Fairness Opinion; (ii) a statement that the Board has received the Fairness Opinion and, upon the unanimous recommendation of the Special Committee, has unanimously determinedhas, after receiving legal and financial advice, that
(a) determined that the Arrangement is fair, from a financial point of view, to the Shareholders, (b) the Arrangement and the entering into of this Agreement are in the best interests of the Company and (c) is fair to the Board Company Shareholders and unanimously recommends that the Company Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”); and (iii) a statement that each executive officer and director of the Supporting Shareholders have entered into Voting and Support Agreements pursuant to which they intend Company who owns Company Shares or holds Company Options or RSUs intends to vote all of their such Person’s Company Shares (including any Company Shares issued upon the exercise of any Company Options or RSUs) in favour of the Arrangement Resolution, subject to the other terms of this Agreement and the voting agreements entered into between the Purchaser and such executive officers and directors.
(3) The Company shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its legal counsel, and agrees that all information relating solely to the Purchaser and and/or any of its affiliates for inclusion included in the Company Circular and any information describing the terms of the Arrangement, the Plan of Arrangement and this Agreement must be in a form and content satisfactory consistent with the information provided to the Purchaser, acting reasonably. The Company shall provide by the Purchaser with a final copy of the Company Circular prior to its filing and its mailing to the Shareholders and other PersonsParent.
(4) The Purchaser shall provide to the Company in writing, on a timely basis, all necessary information concerning regarding the Purchaser and its affiliates that is as required by Law to be included by the Company Interim Order or Laws for inclusion in the Company Circular and which is requested or in writing by the Company, and the any amendments or supplements to such Company Circular. The Purchaser shall ensure that such information does not contain include any Misrepresentation concerning the Purchaser or its affiliates.
(5) The Purchaser shall indemnify and save harmless the Company, its Subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company, its Subsidiaries or any of their respective Representatives may be subject or which the Company, its Subsidiaries or any of their respective Representatives may suffer as a result of, or arising from, any Misrepresentation or alleged Misrepresentation contained in any information included in the Company Circular that was furnished by the Purchaser, its affiliates and their respective Representatives for inclusion in the Company Circular, including any order made, or any inquiry, investigation or Action instituted by any Securities Authority or other Governmental Entity based on such a Misrepresentation or alleged Misrepresentation.
(56) Each Party shall promptly notify the other Party Parties if it becomes aware that the Company Circular contains a Misrepresentation Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall, in a manner consistent with this Section 2.4, cooperate shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Company Shareholders and such other Persons, if any, as required by the Interim Order and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity.
(6) The Company shall promptly notify the Purchaser upon the receipt of any correspondence with respect to the Company Circular, the Company Meeting or the Arrangement, whether written or oral, from any Securities Authority or the staff of a Securities Authority or any request from any Securities Authority or the staff of a Securities Authority for information related to the Company Circular, the Company Meeting or the Arrangement or amendments or supplements to the Company Circular, and shall promptly provide the Purchaser with copies of all correspondence between the Company and its Representatives, on the one hand, and any Securities Authority or the staff of a Securities Authority, on the other hand with respect to such correspondence. The Company shall respond as promptly as reasonably practicable to any correspondence with respect to the Company Circular, the Company Meeting or the Arrangement from any Securities Authority or the staff of a Securities Authority, and shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on any such response prior to submitting it to any Securities Authority or the staff of a Securities Authority, and shall give reasonable consideration to any comments made thereon by the Purchaser and its legal counsel.
Appears in 1 contract
Sources: Arrangement Agreement
The Company Circular. (1a) Subject to the Purchaser's Spinco’s compliance with Section 2.4(41.4(c), the Company shall as promptly as reasonably practicable prepare and complete, in consultation with the Purchaser and its legal counselSpinco as contemplated by this Section 1.4(a), the Company Circular together with any other documents required by Law and the Interim Order in connection with the Company Meeting and the ArrangementMeeting, and the Company shall, on a timely basis promptly after obtaining the Interim Order, cause the Company Circular and such other documents to be filed and sent to each Company Shareholder and each other Person Persons as required by the Interim Order and Law, in each case so as to permit the Company Meeting to be held by the date specified in Section 2.3(a)1.3.
(2b) The Company shall ensure that the Company Circular complies in all material respects with Law and the Interim OrderLaw, does not contain any Misrepresentation misrepresentation (provided that the Company shall not be responsible for the accuracy of any information furnished by the Purchaser in writing specifically Parent for purposes of inclusion in the Company Circular pursuant to Section 2.4(41.4(c)) and provides the Company Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include: (i) a copy of the Fairness Opinion; (ii) a statement that the Company Board has received the Fairness Opinion and, upon the unanimous recommendation of the Special Committee, has unanimously determined, after receiving legal and financial advice, that
(a) determined that the Arrangement is fair, from a financial point of view, to the Shareholders, (b) the Arrangement and the entering into of this Agreement are in the best interests of the Company and (c) is fair to the Company Shareholders and the Company Board unanimously recommends that the Company Shareholders vote in favour favor of the Arrangement Resolution (the “Company Board Recommendation”); and (iiiii) a statement that each executive officer and director of the Supporting Shareholders have entered into Voting and Support Agreements pursuant to which they intend Company who owns Company Shares or holds Company Options intends to vote all of their such Person’s Company Shares (including any Company Shares issued upon the exercise of any Company Options) in favour favor of the Arrangement Resolution.
(3c) The Company shall give the Purchaser Spinco and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give accept the reasonable consideration to any comments made by the Purchaser Spinco and its legal counsel, and agrees that all information relating solely to the Purchaser and Spinco or any of its affiliates for inclusion included in the Company Circular and any information describing the terms of the Arrangement, the Plan of Arrangement and this Agreement must be in a form and content satisfactory consistent with the information provided to the Purchaser, acting reasonablyCompany by the Parent. The Company shall provide the Purchaser Spinco with a final copy of the Company Circular prior to its filing and in connection with its mailing to the Shareholders and other Persons.Company Shareholders,
(4d) The Purchaser Spinco shall provide to the Company in writing, on a timely basis, all necessary information concerning regarding the Purchaser Parent and its affiliates that is as required by Law to be included by the Company Interim Order or Laws for inclusion in the Company Circular and which is requested or in writing by the Company, and the Purchaser any amendments or supplements to such Company Circular. The Parent shall ensure that such information does not contain include any Misrepresentationmaterial misrepresentation concerning the Parent or its affiliates.
(5e) Each Party shall promptly notify the other Party Parties if it becomes aware that the Company Circular contains a Misrepresentation misrepresentation, or otherwise requires an amendment or supplement. The Parties shall, in a manner consistent with this Section 2.4, shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Company Shareholders and such other Persons, if any, as required by the Interim Order and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental EntityAuthority.
(6) The Company shall promptly notify the Purchaser upon the receipt of any correspondence with respect to the Company Circular, the Company Meeting or the Arrangement, whether written or oral, from any Securities Authority or the staff of a Securities Authority or any request from any Securities Authority or the staff of a Securities Authority for information related to the Company Circular, the Company Meeting or the Arrangement or amendments or supplements to the Company Circular, and shall promptly provide the Purchaser with copies of all correspondence between the Company and its Representatives, on the one hand, and any Securities Authority or the staff of a Securities Authority, on the other hand with respect to such correspondence. The Company shall respond as promptly as reasonably practicable to any correspondence with respect to the Company Circular, the Company Meeting or the Arrangement from any Securities Authority or the staff of a Securities Authority, and shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on any such response prior to submitting it to any Securities Authority or the staff of a Securities Authority, and shall give reasonable consideration to any comments made thereon by the Purchaser and its legal counsel.
Appears in 1 contract
The Company Circular. (1a) Subject to the Purchaser's SPAC’s compliance with Section 2.4(42.4(d), the Company shall as promptly as reasonably practicable prepare and complete, in consultation with the Purchaser and its legal counselSPAC as contemplated by this Section 2.4(a), the Company Circular together with any other documents required by applicable Law and the Interim Order in connection with the Company Meeting and the ArrangementMeeting, and the Company shall, on a timely basis promptly after obtaining the Interim Order, cause the Company Circular and such other documents to be filed and sent to each Company Shareholder and each other Person Persons as required by the Interim Order and Law, in each case so as to permit the Company Meeting to be held by the date specified in Section 2.3(a)2.3.
(2b) The Company shall ensure that the Company Circular complies in all material respects with Law and the Interim Orderapplicable Law, does not contain any Misrepresentation misrepresentation (provided as that term is defined in the Securities Act (British Columbia)) (provided, that the Company shall not be responsible for the accuracy of any information furnished by the Purchaser in writing specifically SPAC for purposes of inclusion in the Company Circular pursuant to Section 2.4(42.4(d)) and provides the Company Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include: (i) a copy of the Company Fairness Opinion; (ii) a statement that the Company Board has received the Fairness Opinion and, upon the unanimous recommendation of the Special Committee, has unanimously determined, after receiving legal and financial advice, that
(a) determined that the Arrangement is fair, from a financial point of view, to the Shareholders, (b) the Arrangement and the entering into of this Agreement are in the best interests of the Company and (c) is fair from a financial perspective to the Company Shareholders and the disinterested members of the Company Board unanimously recommends recommend that the Company Shareholders vote in favour favor of the Arrangement Resolution (the “Company Board Recommendation”); and (iii) a statement that each executive officer and director of the Supporting Shareholders have entered into Voting and Support Agreements pursuant to which they intend Company who owns Company Shares or holds Company Options, Company RSUs or Company Warrants intends to vote all of their such Person’s Company Shares (including any Company Shares issued upon the exercise of any Company Options or Company Warrants or settlement of Company RSUs, if any) in favour favor of the Arrangement ResolutionResolution and the transactions contemplated hereby. The Company Circular shall advise the Company’s securityholders of the applicable resale restrictions under National Instrument 45-102, if any, that will apply to the securities received in connection with the Arrangement.
(3c) The Company shall give the Purchaser SPAC and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give accept the reasonable consideration to any comments made by the Purchaser SPAC and its legal counsel, and agrees that all information relating solely to the Purchaser and SPAC or any of its affiliates for inclusion included in the Company Circular and any information describing the terms of the Arrangement, the Plan of Arrangement and this Agreement must be in a form and content satisfactory consistent in all material respects with the information provided to the Purchaser, acting reasonablyCompany by the SPAC. The Company shall provide the Purchaser SPAC with a final copy of the Company Circular prior to its filing and in connection with its mailing to Company Shareholders. For the Shareholders and other Persons.
(4) The Purchaser shall provide to avoidance of doubt, the Company in writing, on a timely basis, all necessary information concerning the Purchaser and its affiliates that is required by Law to be included by about the Company in the Company Circular and which is requested in writing shall be materially consistent with the information supplied by the Company, Company for inclusion in the Registration Statement.
(d) The SPAC shall provide to the Company all information regarding the SPAC and its affiliates as required by the Purchaser Interim Order or Laws for inclusion in the Company Circular or in any amendments or supplements to such Company Circular. The SPAC shall ensure that such information does not contain include any Misrepresentationmisrepresentation (as that term is defined in the Securities Act (British Columbia)) concerning the SPAC or its affiliates.
(5e) Each Party shall promptly notify the other Party Parties if it becomes aware that the Company Circular contains a Misrepresentation misrepresentation (as that term is defined in the Securities Act (British Columbia)), or otherwise requires an amendment or supplement. The Parties shall, in a manner consistent with this Section 2.4, shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Company Shareholders and such other Persons, if any, as required by the Interim Order and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental EntityAuthority.
(6) The Company shall promptly notify the Purchaser upon the receipt of any correspondence with respect to the Company Circular, the Company Meeting or the Arrangement, whether written or oral, from any Securities Authority or the staff of a Securities Authority or any request from any Securities Authority or the staff of a Securities Authority for information related to the Company Circular, the Company Meeting or the Arrangement or amendments or supplements to the Company Circular, and shall promptly provide the Purchaser with copies of all correspondence between the Company and its Representatives, on the one hand, and any Securities Authority or the staff of a Securities Authority, on the other hand with respect to such correspondence. The Company shall respond as promptly as reasonably practicable to any correspondence with respect to the Company Circular, the Company Meeting or the Arrangement from any Securities Authority or the staff of a Securities Authority, and shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on any such response prior to submitting it to any Securities Authority or the staff of a Securities Authority, and shall give reasonable consideration to any comments made thereon by the Purchaser and its legal counsel.
Appears in 1 contract
Sources: Business Combination Agreement (Focus Impact Acquisition Corp.)
The Company Circular. (1) Subject to compliance by the Purchaser's compliance Purchaser with Section 2.4(4), the Company shall as promptly as reasonably practicable prepare and complete, in consultation with the Purchaser and its legal counselPurchaser, the Company Circular together with any other documents required by Law and the Interim Order law in connection with the Company Meeting and the Arrangement, and the Company shall, on a timely basis promptly after obtaining the Interim Order, cause the Company Circular and such other documents to be filed and sent to each Shareholder and each Optionholder and other Person as required by the Interim Order and Lawlaw, in each case so as to permit the Company Meeting to be held by the date specified in Section 2.3(a).
(2) The Company shall ensure that the Company Circular complies in all material respects with Law and all applicable laws, and, without limiting the Interim Ordergenerality of the foregoing, does that the Company 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 (provided that the Company shall not be responsible for the accuracy of any information furnished forming part of the necessary information concerning the Purchaser that is required by law to be included by the Purchaser in writing specifically for purposes of inclusion Company in the Company Circular pursuant to as described in Section 2.4(4)) and provides shall provide the Shareholders and Optionholders with sufficient information to permit them to form a reasoned judgement judgment concerning the matters to be placed before them at the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include: :
(ia) a copy of the Fairness Opinion; ;
(iib) a statement that the Board of Directors has received the Fairness Opinion andOpinion, upon the unanimous recommendation of the Special Committee, and has unanimously determinedunanimously, after receiving legal and financial advice, that
(a) determined that the Arrangement Resolution is fair, from a financial point of view, to the Shareholders, (b) the Arrangement and the entering into of this Agreement are in the best interests of the Company and (c) the Board unanimously recommends that the Shareholders and Optionholders vote in favour of the Arrangement Resolution (the “Board Recommendation”); and and
(iiic) a statement that each of director and Designated Officer (and each other officer that has signed a Voting Agreement) intends, in accordance with the Supporting Shareholders have entered into Voting and Support Agreements pursuant to which they intend Agreements, to vote all of their such individual’s Shares and Options in favour of the Arrangement Resolution.
(3) The Company shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related documentsthereto, and shall give reasonable consideration shall be given to any comments made by the Purchaser and its legal counselthem, and agrees provided that all information relating solely to the Purchaser and its affiliates for inclusion included in the Company Circular and any information describing the terms of the Arrangement, the Plan of Arrangement and this Agreement must shall be in a form and content satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of the Company Circular prior to its filing and its mailing to the Shareholders and other Persons.
(4) The Purchaser shall provide to the Company in writing, on a timely basis, all necessary information concerning the Purchaser and its affiliates that is required by Law law to be included by the Company in the Company Circular and which is requested or other related documents in writing by the Company, and the Purchaser shall ensure that such information does not contain any Misrepresentationmisrepresentation.
(5) Each Party The Company shall indemnify and save harmless the Purchaser, its Subsidiaries and affiliates 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 Purchaser, any of its Subsidiaries or affiliates or any of their respective directors, officers, employees, agents, advisors or 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 Company Circular; and
(b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Authority, to the extent based on any misrepresentation or any alleged misrepresentation in the Company Circular, provided, however, that the above-noted indemnification obligation of the Company shall not apply to any liabilities, Claims, demands, losses, costs, damages or expenses arising as a result of any misrepresentation or alleged misrepresentation in the information supplied by the Purchaser to the Company in accordance with Section 2.4(4) and contained in the Company Circular.
(6) The Purchaser shall indemnify and save harmless the Company, its Subsidiaries and affiliates 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, its Subsidiaries or any of their respective directors, officers, employees, agents, advisors or representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of any misrepresentation or alleged misrepresentation in the information supplied by the Purchaser to the Company in accordance with Section 2.4(4) and contained in the Company Circular.
(7) The Company and the Purchaser shall promptly notify each other if at any time before the other Party if Effective Date it becomes aware that the Company Circular contains any untrue statement of a Misrepresentation material 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 Company Circular, and the Parties shall, in a manner consistent with this Section 2.4, shall cooperate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shall promptly mailshall, file or otherwise publicly disseminate any such amendment or supplement subject to the Shareholders and such other Persons, if any, as required compliance by the Interim Order Purchaser with this Section 2.4, and, if required by the Court or by Lawapplicable laws, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and Optionholders and file the same with the Securities Authorities or any other Governmental Entityand as otherwise required.
(6) The Company shall promptly notify the Purchaser upon the receipt of any correspondence with respect to the Company Circular, the Company Meeting or the Arrangement, whether written or oral, from any Securities Authority or the staff of a Securities Authority or any request from any Securities Authority or the staff of a Securities Authority for information related to the Company Circular, the Company Meeting or the Arrangement or amendments or supplements to the Company Circular, and shall promptly provide the Purchaser with copies of all correspondence between the Company and its Representatives, on the one hand, and any Securities Authority or the staff of a Securities Authority, on the other hand with respect to such correspondence. The Company shall respond as promptly as reasonably practicable to any correspondence with respect to the Company Circular, the Company Meeting or the Arrangement from any Securities Authority or the staff of a Securities Authority, and shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on any such response prior to submitting it to any Securities Authority or the staff of a Securities Authority, and shall give reasonable consideration to any comments made thereon by the Purchaser and its legal counsel.
Appears in 1 contract
The Company Circular. (1a) Subject to the Purchaser's SPAC’s compliance with Section 2.4(41.4(c), the Company shall as promptly as reasonably practicable prepare and complete, in consultation with the Purchaser and its legal counselSPAC as contemplated by this Section 1.4(a), the Company Circular together with any other documents required by Law and the Interim Order in connection with the Company Meeting and the ArrangementMeeting, and the Company shall, on a timely basis promptly after obtaining the Interim Order, cause the Company Circular and such other documents to be filed and sent to each Company Shareholder and each other Person Persons as required by the Interim Order and Law, in each case so as to permit the Company Meeting to be held by the date specified in Section 2.3(a)1.3.
(2b) The Company shall ensure that the Company Circular complies in all material respects with Law and the Interim OrderLaw, does not contain any Misrepresentation misrepresentation (provided that the Company shall not be responsible for the accuracy of any information furnished by the Purchaser in writing specifically SPAC for purposes of inclusion in the Company Circular pursuant to Section 2.4(41.4(c)) and provides the Company Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include: (i) a copy of the Company Fairness OpinionOpinion (if obtained pursuant to Section 6.6); (ii) a statement that the Company Board has received the Fairness Opinion and, upon the unanimous recommendation of the Special Committee, has unanimously determined, after receiving legal and financial advice, that
(a) determined that the Arrangement is fair, from a financial point of view, to the Shareholders, (b) the Arrangement and the entering into of this Agreement are in the best interests of the Company and (c) is fair to the Company Shareholders and the Company Board unanimously recommends that the Company Shareholders vote in favour favor of the Arrangement Resolution (the “Company Board Recommendation”); and (iii) a statement that each executive officer and director of the Supporting Shareholders have entered into Voting and Support Agreements pursuant to which they intend Company who owns Company Shares or holds Company Options or Company Warrants intends to vote all of their such Person’s Company Shares (including any Company Shares issued upon the exercise of any Company Options or Company Warrants) in favour favor of the Arrangement Resolution.
(3c) The Company shall give the Purchaser SPAC and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give accept the reasonable consideration to any comments made by the Purchaser SPAC and its legal counsel, and agrees that all information relating solely to the Purchaser and SPAC or any of its affiliates for inclusion included in the Company Circular and any information describing the terms of the Arrangement, the Plan of Arrangement and this Agreement must be in a form and content satisfactory consistent with the information provided to the Purchaser, acting reasonablyCompany by the SPAC. The Company shall provide the Purchaser SPAC with a final copy of the Company Circular prior to its filing and in connection with its mailing to the Shareholders and other Persons.Company Shareholders,
(4d) The Purchaser SPAC shall provide to the Company in writing, on a timely basis, all necessary information concerning regarding the Purchaser SPAC and its affiliates that is as required by Law to be included by the Company Interim Order or Laws for inclusion in the Company Circular and which is requested or in writing by the Company, and the Purchaser any amendments or supplements to such Company Circular. The SPAC shall ensure that such information does not contain include any Misrepresentationmaterial misrepresentation concerning the SPAC or its affiliates.
(5e) Each Party shall promptly notify the other Party Parties if it becomes aware that the Company Circular contains a Misrepresentation misrepresentation, or otherwise requires an amendment or supplement. The Parties shall, in a manner consistent with this Section 2.4, shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Company Shareholders and such other Persons, if any, as required by the Interim Order and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental EntityAuthority.
(6) The Company shall promptly notify the Purchaser upon the receipt of any correspondence with respect to the Company Circular, the Company Meeting or the Arrangement, whether written or oral, from any Securities Authority or the staff of a Securities Authority or any request from any Securities Authority or the staff of a Securities Authority for information related to the Company Circular, the Company Meeting or the Arrangement or amendments or supplements to the Company Circular, and shall promptly provide the Purchaser with copies of all correspondence between the Company and its Representatives, on the one hand, and any Securities Authority or the staff of a Securities Authority, on the other hand with respect to such correspondence. The Company shall respond as promptly as reasonably practicable to any correspondence with respect to the Company Circular, the Company Meeting or the Arrangement from any Securities Authority or the staff of a Securities Authority, and shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on any such response prior to submitting it to any Securities Authority or the staff of a Securities Authority, and shall give reasonable consideration to any comments made thereon by the Purchaser and its legal counsel.
Appears in 1 contract
Sources: Business Combination Agreement (Insight Acquisition Corp. /DE)
The Company Circular. (1) Subject to the Purchaser's ’s compliance with Section 2.4(4), the Company shall shall: (i) as promptly as reasonably practicable prepare and complete, in consultation with the Purchaser and its legal counselas contemplated by this Section 2.4, the Company Circular together with any other documents required by Law and the Interim Order in connection with the Company Meeting and the Arrangement, ; and the Company shall, on a timely basis (ii) as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and such other documents to be filed with or furnished to the Securities Authorities and sent the TSX as required by Law and disseminated to each Company Shareholder and each other Person Persons as required by the Interim Order and Law, in each case so as to permit the Company Meeting to be held by the date specified in accordance with Section 2.3(a)2.3.
(2) The Company shall ensure that the Company Circular complies in all material respects with Law and the Interim OrderOrder and Law, 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 Company Circular Information pursuant to Section 2.4(4)) and provides the Company Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include: (i) a copy of the Fairness Opinion; (ii) a statement that the Company Board has received the Fairness Opinion and, upon the unanimous recommendation of the Special Committee, has unanimously determinedhas, after receiving legal and financial advice, that
(a) determined that the Arrangement is fair, from a financial point of view, to the Shareholders, (b) the Arrangement and the entering into of this Agreement are in the best interests of the Company and (c) is fair to the Board Company Shareholders and unanimously recommends that the Company Shareholders vote in favour of the Arrangement Resolution (the “Company Board Recommendation”); , and (iii) a statement that each executive officer who owns Company Shares and each director of the Supporting Shareholders have entered into Voting and Support Agreements pursuant to which they intend Company who owns Company Shares intends to vote all of their such Person’s Company Shares (including any Company Shares issued upon the vesting and settlement of any Company PSUs and Company RSUs) in favour of the Arrangement Resolution, subject to the other terms of this Agreement and the corresponding Support Agreements; and (iv) a statement that the Supporting Shareholders have each entered into their respective Support Agreements.
(3) The Company shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its legal counsel, and agrees that all information relating solely to the Purchaser and its affiliates for inclusion Information included in the Company Circular and any information describing the terms of the Arrangement, the Plan of Arrangement and this Agreement must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of the Company Circular prior to its filing and its mailing to the Shareholders and other Persons.
(4) The Purchaser shall provide to the Company in writingall information regarding the Purchaser, on a timely basis, all necessary information concerning the Purchaser Shares and its affiliates that is the Purchaser Subsidiaries, and shall use commercially reasonable efforts to provide to the Company all information regarding the SunStream Group, in each case required by the Interim Order or Law for inclusion in the Company Circular or in any amendments or supplements to such Company Circular (collectively, the “Purchaser Information”). The Purchaser shall also use commercially reasonable efforts to obtain any necessary consents from its auditors and any other advisors to the use of any financial or other expert information required to be included by the Company in the Company Circular and which is requested to the identification in writing by the Company, and the Company Circular of each such advisor. The Purchaser shall ensure that such information the Purchaser Information does not contain include any Misrepresentation.
(5) The Purchaser shall indemnify and save harmless the Company and the Liquor Subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages, expenses, interest awards, or penalties to which the Company or any of its Representatives may be subject or which the Company or any of its Representatives may suffer as a result of, or arising from, any Misrepresentation or alleged Misrepresentation contained in the Purchaser Information that was furnished by the Purchaser and its Representatives for inclusion in the Company Circular, including any order made, or any inquiry, investigation or Action instituted by any Securities Authority or other Governmental Entity based on such a Misrepresentation or alleged Misrepresentation in the Purchaser Information.
(6) Each Party shall promptly notify the other Party if it becomes aware that the Company Circular contains a Misrepresentation Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall, in a manner consistent with this Section 2.4, cooperate shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Company Shareholders and such other Persons, if any, as required by the Interim Order and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity.
(6) The Company shall promptly notify the Purchaser upon the receipt of any correspondence with respect to the Company Circular, the Company Meeting or the Arrangement, whether written or oral, from any Securities Authority or the staff of a Securities Authority or any request from any Securities Authority or the staff of a Securities Authority for information related to the Company Circular, the Company Meeting or the Arrangement or amendments or supplements to the Company Circular, and shall promptly provide the Purchaser with copies of all correspondence between the Company and its Representatives, on the one hand, and any Securities Authority or the staff of a Securities Authority, on the other hand with respect to such correspondence. The Company shall respond as promptly as reasonably practicable to any correspondence with respect to the Company Circular, the Company Meeting or the Arrangement from any Securities Authority or the staff of a Securities Authority, and shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on any such response prior to submitting it to any Securities Authority or the staff of a Securities Authority, and shall give reasonable consideration to any comments made thereon by the Purchaser and its legal counsel.
Appears in 1 contract
The Company Circular.
(1) Subject to the Purchaser's compliance with Section 2.4(4), the The Company shall as promptly as reasonably practicable prepare and complete, in reasonable consultation with the Purchaser and its legal counselPurchaser, the Company Circular together with any other documents required by Law and the Interim Order in connection with the Company Meeting and the Arrangement, and the Company shall, on a timely basis promptly after obtaining the Interim Order, cause the Company Circular and such other documents to be filed and sent to each Company Shareholder and each other Person as required by the Interim Order and applicable Law, in each case so as to permit the Company Meeting to be held by the date specified in Section 2.3(a).
(2) The Company shall ensure that the Company Circular complies in all material respects with applicable Law and the Interim Order, does not contain any Misrepresentation (provided that the Company shall not be responsible for the accuracy of other than in respect to any written information furnished by with respect to the Purchaser that is furnished in writing specifically by or on behalf of the Purchaser for purposes of inclusion in the Company Circular pursuant to Section 2.4(4)Circular) and provides the Company Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include: (i) a copy of the Fairness OpinionOpinions; (ii) a statement that the Company Board (or committee thereof, as applicable) has received the Fairness Opinion andOpinions, upon and the unanimous recommendation of the Special Committee, Company Board has unanimously determineddetermined (with directors abstaining or recusing themselves as required by Law or the Company's Constating Documents), after receiving legal and financial advice, thatadvice:
(aA) that the Arrangement is fair, from a financial point of view, fair to the Company Shareholders, ; (bB) that the Arrangement and the entering into of this Agreement are is in the best interests of the Company Company; and (cC) that the Company Board unanimously (with directors abstaining or recusing themselves as required by Law or the Company's Constating Documents) recommends that the Company Shareholders vote in favour of the Arrangement Resolution (collectively, the “"Company Board Recommendation”"); , and (iii) a statement that each of the Supporting Company Locked-up Shareholders have entered into Voting and Support Agreements pursuant to which they intend to vote all of their Company Shares in favour of the Arrangement ResolutionResolution and against any resolution submitted by any Company Shareholder that is inconsistent therewith, and which cannot be terminated in the event of a Superior Proposal.
(3) The Company shall indemnify and save harmless the Purchaser and each of its representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which they 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 Company Circular, other than the information relating to the Purchaser, its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular; 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 Company Circular other than the information relating to the Purchaser, its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular.
(4) The Company shall not be responsible for any information in the Company Circular relating to the Purchaser, its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular.
(5) The Company shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, including an Annual Information Form to be filed and incorporated by reference, if any, and shall give reasonable consideration to any comments made by the Purchaser and its legal counsel, and agrees that all information relating solely to the Purchaser and Purchaser, its affiliates for inclusion and the Consideration Shares included in the Company Circular and any information describing the terms of the Arrangement, Arrangement and/or the Plan of Arrangement and this Agreement must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of the Company Circular prior to its filing and its mailing to the Shareholders and other PersonsCompany Shareholders.
(46) The Purchaser shall shall, in the form required by applicable Law, as soon as reasonably practicable after the date hereof, and in any event within seven (7) days of the date hereof, provide to the Company in writingwith all information regarding the Purchaser, on a timely basis, all necessary information concerning the Purchaser and its affiliates that is and the Consideration Shares as required by Law to be included by the Company (and in particular, Securities Law) for inclusion in the Company Circular or in any amendments or supplements to such Company Circular. The Purchaser and which is requested in writing by not the Company, Company shall be responsible for such information and the Purchaser shall ensure that such information does not contain include any MisrepresentationMisrepresentation concerning the Purchaser, its affiliates and the Consideration Shares.
(7) The Purchaser shall indemnify and save harmless the Company and each of its representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which they 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 Company Circular relating to the Purchaser, its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular pursuant to Section 2.4(6); 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 any information included in the Company Circular relating to the Purchaser, its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular pursuant to Section 2.4(6).
(58) The Purchaser shall not be responsible for any information in the Company Circular relating to the Company.
(9) The Purchaser and the Company shall also use their commercially reasonable efforts to obtain any necessary consents from any of their respective auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Company Circular and to the identification in the Company Circular of each such advisor.
(10) Each Party shall promptly notify the other Party if it becomes aware (in the case of the Company only with respect to the Company, and in the case of the Purchaser only with respect to the Purchaser, its affiliates and the Consideration Shares) that the Company Circular contains a Misrepresentation Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall, in a manner consistent with this Section 2.4, cooperate co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall shall, in a manner provided in the Interim Order or as required by Law, promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Company Circular to Company Shareholders and such other Persons, if any, as required by the Interim Order and, if required by the Court or by applicable Law, file the same with the Securities Authorities or any other Governmental EntityEntity as required.
(6) The Company shall promptly notify the Purchaser upon the receipt of any correspondence with respect to the Company Circular, the Company Meeting or the Arrangement, whether written or oral, from any Securities Authority or the staff of a Securities Authority or any request from any Securities Authority or the staff of a Securities Authority for information related to the Company Circular, the Company Meeting or the Arrangement or amendments or supplements to the Company Circular, and shall promptly provide the Purchaser with copies of all correspondence between the Company and its Representatives, on the one hand, and any Securities Authority or the staff of a Securities Authority, on the other hand with respect to such correspondence. The Company shall respond as promptly as reasonably practicable to any correspondence with respect to the Company Circular, the Company Meeting or the Arrangement from any Securities Authority or the staff of a Securities Authority, and shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on any such response prior to submitting it to any Securities Authority or the staff of a Securities Authority, and shall give reasonable consideration to any comments made thereon by the Purchaser and its legal counsel.
Appears in 1 contract
Sources: Arrangement Agreement
The Company Circular. (1) Subject to the Purchaser's ’s compliance with Section 2.4(4), the Company shall as promptly as reasonably practicable prepare and complete, in consultation with the Purchaser and its legal counselas contemplated by this Section 2.4, the Company Circular together with any other documents required by Law and the Interim Order in connection with the Company Meeting and the ArrangementMeeting, and the Company shall, on a timely basis after obtaining the Interim Orderno later than January 31, 2020, cause the Company Circular and such other documents to be filed and sent to each Company Shareholder and each other Person Persons as required by the Interim Order and Law, in each case using all commercially reasonable efforts so as to permit the Company Meeting to be held by the date specified in Section 2.3(a)2.3.
(2) The Company shall ensure that the Company Circular complies in all material respects with Law and the Interim OrderLaw, does not contain any Misrepresentation (provided that the Company shall not be responsible for the accuracy of any information concerning the Purchaser and its affiliates and the Debt Financing, and furnished by or on behalf of the Purchaser in writing specifically Purchaser, the Parent or any of their Representatives for purposes of inclusion in the Company Circular pursuant to Section 2.4(4)Circular) and provides the Company Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include: (i) a copy of the Fairness Opinion; (ii) a statement that the Board has received the Fairness Opinion and, upon the unanimous recommendation of the Special Committee, has unanimously determinedhas, after receiving legal and financial advice, that
(a) determined that the Arrangement is fair, from a financial point of view, to the Shareholders, (b) the Arrangement and the entering into of this Agreement are in the best interests of the Company and (c) is fair to the Board Company Shareholders and unanimously recommends that the Company Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”); and (iii) a statement that each that, to the knowledge of the Supporting Shareholders have entered into Voting Company, each executive officer and Support Agreements pursuant to which they intend director of the Company who owns Company Shares or holds Company Options intends to vote all of their such Person’s Company Shares (including any Company Shares issued upon the exercise of any Company Options) in favour of the Arrangement Resolution, subject to the other terms of this Agreement and the voting agreements entered into between the Purchaser and such executive officers and directors.
(3) The Company shall use all reasonable endeavours to give the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its legal counsel, and agrees that all information relating solely to the Purchaser and and/or any of its affiliates for inclusion included in the Company Circular and any information describing the terms of the Arrangement, the Plan of Arrangement and this Agreement must be in a form and content satisfactory consistent with the information provided to the Company by the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of the Company Circular prior to its filing and its mailing to the Shareholders and other Persons.
(4) The Purchaser shall provide (and procure that its professional advisers provide) to the Company in writing, on a timely basis, writing all necessary information concerning regarding the Purchaser and its affiliates that is required by Law to and the Debt Financing, as may be included reasonably requested by the Company for inclusion in the Company Circular (and which is requested in writing by the Company, any amendments or supplements to such Company Circular) or other related documents on a timely basis and the Purchaser shall ensure that such information does not contain contain, or cause the Company Circular to contain, any Misrepresentation.
(5) The Purchaser acknowledges and agrees that the Company shall be entitled to rely on the accuracy of all information furnished by the Purchaser, its affiliates and their respective Representatives in writing for inclusion in the Company Circular concerning the Purchaser and its affiliates and the Debt Financing.
(6) Each Party shall promptly notify the other Party Parties if it becomes aware that the Company Circular contains a Misrepresentation Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall, in a manner consistent with this Section 2.4, cooperate shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Company Shareholders and such other Persons, if any, as required by the Interim Order and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity.
(6) The Company shall promptly notify the Purchaser upon the receipt of any correspondence with respect to the Company Circular, the Company Meeting or the Arrangement, whether written or oral, from any Securities Authority or the staff of a Securities Authority or any request from any Securities Authority or the staff of a Securities Authority for information related to the Company Circular, the Company Meeting or the Arrangement or amendments or supplements to the Company Circular, and shall promptly provide the Purchaser with copies of all correspondence between the Company and its Representatives, on the one hand, and any Securities Authority or the staff of a Securities Authority, on the other hand with respect to such correspondence. The Company shall respond as promptly as reasonably practicable to any correspondence with respect to the Company Circular, the Company Meeting or the Arrangement from any Securities Authority or the staff of a Securities Authority, and shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on any such response prior to submitting it to any Securities Authority or the staff of a Securities Authority, and shall give reasonable consideration to any comments made thereon by the Purchaser and its legal counsel.
Appears in 1 contract
Sources: Arrangement Agreement
The Company Circular. (1) Subject to the Purchaser's ’s compliance with Section 2.4(4), the Company shall as promptly as reasonably practicable prepare and complete, in consultation with the Purchaser and its legal counsel, complete the Company Circular Circular, together with any other documents required by Law and the Interim Order in connection with the Company Meeting and the Arrangement, and the Company shall, on a timely basis promptly after obtaining the Interim Order, cause the Company Circular and such other documents to be filed with the applicable Securities Authorities and sent to each Common Shareholder and each other Person as required by the Interim Order and Law, in each case so as to permit the Company Meeting to be held by the date specified in Section 2.3(a2.3(i).
(2) The Company shall ensure that the Company Circular complies in all material respects with Law and the Interim OrderOrder and Law, does not contain any Misrepresentation (provided that the Company shall not be responsible for the accuracy of other than with respect to any information concerning the Purchaser, its affiliates, the Equity Investor and the Equity Financing, and furnished by or on behalf of the Purchaser in writing specifically for purposes of inclusion in the Company Circular pursuant to Section 2.4(4)or its representatives) and provides the Common Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must shall include: (i) a copy of the Fairness Opinion; (ii) a statement that the Board has received the Fairness Opinion and, upon the unanimous recommendation of the Special Committee, has unanimously determined, after receiving legal and financial advice, that
(a) the Arrangement is fair, from a financial point of view, to the Shareholders, (b) the Arrangement and the entering into of this Agreement are in the best interests of the Company and (c) the Board unanimously recommends that the Common Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”); and (iii) a statement that each director and executive officer of the Supporting Shareholders have entered into Voting and Support Agreements pursuant to which they intend Company intends to vote all of their any Common Shares owned or controlled by such individual in favour of the Arrangement Resolution.
(3) The Company shall give allow the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its legal counsel, and agrees that all information relating solely to the Purchaser and its affiliates for inclusion included in the Company Circular and any information describing the terms of the Arrangement, the Plan of Arrangement and this Agreement must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of the Company Circular prior to its filing and its mailing to the Shareholders and other Persons.
(4) The Purchaser shall on a timely basis provide to the Company in writing, on a timely basis, writing all necessary information concerning the Purchaser Purchaser, its affiliates, the Equity Investor and its affiliates that is the Equity Financing as required by Law to be included by the Company applicable Laws for inclusion in the Company Circular or other related documents and which is requested in writing by the Company, and the Purchaser shall ensure that such information does not contain contain, or cause the Company Circular to contain, any Misrepresentation.
(5) Each Party The Company and the Purchaser shall promptly notify the each other Party if it either of them becomes aware that the Company Circular contains a Misrepresentation or otherwise requires an amendment or supplement. The Parties shall, in a manner consistent with this Section 2.4, cooperate shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to those Persons to whom the Shareholders and such other Persons, if any, as required by the Interim Order Company Circular was sent pursuant to Section 2.4(1) and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental EntityEntity as required.
(6) The Company shall promptly notify the Purchaser upon the receipt of any correspondence with respect to the Company Circular, the Company Meeting or the Arrangement, whether written or oral, from any Securities Authority or the staff of a Securities Authority or any request from any Securities Authority or the staff of a Securities Authority for information related to the Company Circular, the Company Meeting or the Arrangement or amendments or supplements to the Company Circular, and shall promptly provide the Purchaser with copies of all correspondence between the Company and its Representatives, on the one hand, and any Securities Authority or the staff of a Securities Authority, on the other hand with respect to such correspondence. The Company shall respond as promptly as reasonably practicable to any correspondence with respect to the Company Circular, the Company Meeting or the Arrangement from any Securities Authority or the staff of a Securities Authority, and shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on any such response prior to submitting it to any Securities Authority or the staff of a Securities Authority, and shall give reasonable consideration to any comments made thereon by the Purchaser and its legal counsel.
Appears in 1 contract
Sources: Arrangement Agreement
The Company Circular. (1) Subject to the Purchaser's compliance with Section 2.4(4), the The Company shall as promptly as reasonably practicable prepare and complete, in consultation with the Purchaser and its legal counselPurchaser, the Company Circular together with any other documents required by Law and the Interim Order in connection with the Company Meeting and the Arrangement, and the Company shall, on a timely basis promptly after obtaining the Interim Order, cause the Company Circular and such other documents to be filed and sent to each Shareholder and each other Person as required by the Interim Order and Law, in each case so as to permit the Company Meeting to be held by the date specified in Section 2.3(a).
(2) The Company shall ensure that the Company Circular complies in all material respects with Law and the Interim OrderLaw, 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 Company Circular pursuant to Section 2.4(4)) and provides the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include: (i) a copy of the Fairness Opinion; , (ii) a statement that the Board has received the Fairness Opinion andOpinion, upon the unanimous recommendation of the Special Committee, and has unanimously determinedunanimously, after receiving legal and financial advice, that
(a) determined that the Arrangement Resolution is fair, from a financial point of view, to the Shareholders, (b) the Arrangement and the entering into of this Agreement are in the best interests of the Company and (c) the Board unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution (the “"Board Recommendation”"); , and (iii) a statement statements that each of the Supporting Shareholders have entered into Locked-Up Shareholder has signed a Voting and Support Agreements Agreement pursuant to which which, and subject to the terms thereof, they intend have agreed to among other things, vote all of their Shares Company Securities in favour of the Arrangement ResolutionResolution and against any resolution submitted by any Shareholder that is inconsistent with the Arrangement.
(3) The Company shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its legal counsel, and agrees that all information relating solely to the Purchaser and its affiliates for inclusion included in the Company Circular and any information describing the terms of the Arrangement, the Plan of Arrangement and this Agreement must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of the Company Circular prior to its filing and its mailing to the Shareholders and other Persons.
(4) The Purchaser shall provide to the Company in writing, on a timely basis, all necessary information concerning the Purchaser and its affiliates Acquireco that is required by Law to be included by the Company in the Company Circular and which is requested or other related documents to the Company in writing by the Companywriting, in a timely manner, and the Purchaser shall ensure that such information does not contain any Misrepresentation.
(5) The Purchaser hereby indemnifies and saves harmless the Company, its Subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company, any of its Subsidiaries or any of their respective Representatives may be subject or may suffer as a result of, or arising from, any Misrepresentation or alleged Misrepresentation contained in any information included in the Company Circular that was provided by the Purchaser pursuant to Section 2.4(4), including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Securities Authority or other Governmental Entity based on such a Misrepresentation or alleged Misrepresentation.
(6) Each Party shall promptly notify the other Party if Parties if, at any time before the Effective Time, it becomes aware that the Company Circular or the application for the Interim Order or the Final Order contains a Misrepresentation Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall, in a manner consistent with this Section 2.4, cooperate shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and such other Persons, if any, as required by the Interim Order and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental EntityEntity as required.
(6) The Company shall promptly notify the Purchaser upon the receipt of any correspondence with respect to the Company Circular, the Company Meeting or the Arrangement, whether written or oral, from any Securities Authority or the staff of a Securities Authority or any request from any Securities Authority or the staff of a Securities Authority for information related to the Company Circular, the Company Meeting or the Arrangement or amendments or supplements to the Company Circular, and shall promptly provide the Purchaser with copies of all correspondence between the Company and its Representatives, on the one hand, and any Securities Authority or the staff of a Securities Authority, on the other hand with respect to such correspondence. The Company shall respond as promptly as reasonably practicable to any correspondence with respect to the Company Circular, the Company Meeting or the Arrangement from any Securities Authority or the staff of a Securities Authority, and shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on any such response prior to submitting it to any Securities Authority or the staff of a Securities Authority, and shall give reasonable consideration to any comments made thereon by the Purchaser and its legal counsel.
Appears in 1 contract
Sources: Arrangement Agreement
The Company Circular. (1) Subject The Company shall, subject to compliance by the Purchaser's compliance with Purchaser of its obligations under Section 2.4(4), the Company shall as promptly as reasonably practicable prepare and complete, in consultation with the Purchaser and its legal counselPurchaser, the Company Circular together with any other documents required by Law and the Interim Order in connection with the Company Meeting and the Arrangement, and the Company shall, on a timely basis promptly after obtaining the Interim Order, cause the Company Circular and such other documents to be filed and sent to each Shareholder and each other Person as required by the Interim Order and Law, in each case so as to permit the Company Meeting to be held by the date specified in Section 2.3(a2.3(1)(a).
(2) The Company shall ensure that the Company Circular complies in all material respects with Law and the Interim OrderLaw, does not contain any Misrepresentation (provided that the Company shall not be responsible for the accuracy of any information relating to and furnished by the Purchaser in writing specifically for purposes the purpose of inclusion in the Company Circular pursuant to Section 2.4(4)Circular) and provides the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include: (i) a copy of the Fairness Opinion; (iia) a statement that the Board has received unanimously determined that the Fairness Opinion and, upon consideration to be paid by Purchaser to the unanimous recommendation of the Special Committee, has unanimously determined, after receiving legal and financial advice, that
(a) Company Securityholders pursuant to the Arrangement is fair, fair from a financial point of view, to the Shareholders, ; (b) a statement that the Board, after receiving legal advice, unanimously (i) approves the Arrangement, (ii) determines that the Arrangement and the entering into of this Agreement are Resolution is in the best interests of the Company Company, and (cii) the Board unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution ((a) and (b), together, the “Board Recommendation”); and (iiic) a statement that each director and officer of the Supporting Shareholders have entered into Voting and Support Agreements pursuant to which they intend Company intends to vote all of their such individual’s Shares in favour of the Arrangement ResolutionResolution in accordance with the Support Agreements and against any resolution submitted by any Person that is inconsistent with the Arrangement.
(3) The Company shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its legal counsel, and agrees that all information relating solely to the Purchaser and its affiliates for inclusion included in the Company Circular and any information describing the terms of the Arrangement, the Plan of Arrangement and this Agreement must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of the Company Circular prior to its filing and its mailing to the Shareholders and other Persons.
(4) The Purchaser shall provide to the Company in writing, on a timely basis, all necessary information concerning the Purchaser and its affiliates that is required by Law to be included by the Company in the Company Circular and which is requested or other related documents to the Company in writing by the Companywriting, and the Purchaser shall ensure that such information does not contain any Misrepresentation.
(5) Each Party of the Parties shall promptly notify the other Party if it becomes aware that the Company Circular contains a Misrepresentation Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall, in a manner consistent with this Section 2.4, cooperate shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and such other Persons, if any, as required by the Interim Order and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental EntityEntity as required.
(6) The Company shall promptly notify the Purchaser upon the receipt of any correspondence with respect to the Company Circular, the Company Meeting or the Arrangement, whether written or oral, from any Securities Authority or the staff of a Securities Authority or any request from any Securities Authority or the staff of a Securities Authority for information related to the Company Circular, the Company Meeting or the Arrangement or amendments or supplements to the Company Circular, and shall promptly provide the Purchaser with copies of all correspondence between the Company and its Representatives, on the one hand, and any Securities Authority or the staff of a Securities Authority, on the other hand with respect to such correspondence. The Company shall respond as promptly as reasonably practicable to any correspondence with respect to the Company Circular, the Company Meeting or the Arrangement from any Securities Authority or the staff of a Securities Authority, and shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on any such response prior to submitting it to any Securities Authority or the staff of a Securities Authority, and shall give reasonable consideration to any comments made thereon by the Purchaser and its legal counsel.
Appears in 1 contract
The Company Circular. (1) Subject to the Purchaser's compliance with Section 2.4(4)The Company shall, the Company shall as promptly as reasonably practicable practicable, prepare and complete, in consultation with the Purchaser and its legal counsel, complete the Company Circular together with any other documents required by Law and the Interim Order in connection with the Company Meeting and the Arrangement, and the Company shall, on a timely basis as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and such other documents to be filed and sent to each Company Shareholder and each such other Person Persons as required by the Interim Order and Law, in each case case, so as to permit the Company Meeting to be held by the date specified in Section 2.3(a2.3(1), provided that the Parent and the Purchaser shall have complied with Section 2.4(4).
(2) The Company shall ensure that the Company Circular complies in all material respects with Law and the Interim OrderLaw, does not contain any Misrepresentation (provided except that the Company shall not be responsible for the accuracy of any information included in the Company Circular relating to the Parent, the Purchaser and their respective affiliates that was furnished in writing by the Parent or the Purchaser in writing specifically for purposes of inclusion in the Company Circular pursuant to Section 2.4(4)) and provides the Company Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must shall include: (ia) a copy of the Fairness OpinionInterim Order; (iib) a copy of each of the Fairness Opinions; (c) a statement that the Board Special Committee has received the Fairness Opinion and, upon the unanimous recommendation of the Special Committee, has unanimously determinedOpinions and has, after receiving legal and financial advice, that
(a) unanimously recommended that the Arrangement is fair, from a financial point of view, to the Shareholders, (b) Board approve the Arrangement and the entering into Arrangement Agreement and recommend that the Company Shareholders vote in favour of this Agreement are the Arrangement Resolution; (d) a statement that the Board (i) has received the Fairness Opinions and has, after receiving legal and financial advice and the recommendation of the Special Committee, unanimously determined that the Arrangement is in the best interests of the Company and is fair to the Company Shareholders and (cii) the Board unanimously recommends that the Company Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”); and (iiie) a statement that each of the Supporting Shareholders have Shareholder has entered into a Voting and Support Agreements Agreement pursuant to which they intend to each such Supporting Shareholder has agreed to, among other things, vote all of their such Supporting Shareholder’s Company Shares in favour of the Arrangement Resolution and against any resolution that is inconsistent with the Arrangement Resolution, subject to the terms of the Voting and Support Agreements.
(3) The Company shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its legal counsel, and agrees that all information relating solely to the Purchaser and its affiliates for inclusion included in the Company Circular and any information describing the terms of the Arrangement, the Plan of Arrangement and this Agreement must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of the Company Circular and all other related documents prior to its printing and filing and its mailing to the Shareholders and other Personsthem.
(4) The Each of the Parent and the Purchaser shall provide to the Company in writing, on a timely basis, all necessary information concerning the Parent and the Purchaser and its their respective controlled affiliates that is required by Law to be included by the Company in the Company Circular, other related documents or any amendments or supplements to such Company Circular and which is requested related documents to the Company in writing by the Companywriting, on a timely basis, and the Purchaser shall ensure that such information does not contain any Misrepresentation.
(5) Each Party shall promptly notify the other Party if Parties if, at any time before the Effective Date, it becomes aware that the Company Circular contains a Misrepresentation Misrepresentation, or otherwise requires an amendment or supplementsupplement thereto is otherwise required by the Court or by Law. The Parties shall, in a manner consistent with this Section 2.4, shall cooperate in the preparation of any such amendment or supplement as required or appropriatesupplement, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Company Shareholders and such other Persons, if any, as required by the Interim Order and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental EntityEntity as required.
(6) The Without limiting the generality of Section 4.2(2), the Company shall promptly notify advise the Purchaser upon the receipt of any correspondence with respect to the Company Circular, the Company Meeting or the Arrangement, material communication (whether written or oral) received by the Company from the TSX, from any Securities Authority or the staff of a Securities Authority or any request from any Securities Authority or the staff of a Securities Authority for information related to other Governmental Entity in connection with the Company Circular, the Company Meeting or the Arrangement or amendments or supplements to the Company Circular, and shall promptly provide the Purchaser with copies of all correspondence between the Company and its Representatives, on the one hand, and any Securities Authority or the staff of a Securities Authority, on the other hand with respect to such correspondence. The Company shall respond as promptly as reasonably practicable to any correspondence with respect to the Company Circular, the Company Meeting or the Arrangement from any Securities Authority or the staff of a Securities Authority, and shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on any such response prior to submitting it to any Securities Authority or the staff of a Securities Authority, and shall give reasonable consideration to any comments made thereon by the Purchaser and its legal counsel.
Appears in 1 contract
Sources: Arrangement Agreement (LKQ Corp)