Target Circular definition
Examples of Target Circular in a sentence
Target shall provide Purchaser with a reasonable opportunity to review and comment on the Target Circular, and, in particular, Purchaser shall be entitled to approve those portions of the Target Circular that include information about Purchaser, prior to its mailing to Target Shareholders and filing in accordance with the Interim Order and applicable Laws.
Target shall provide Acquiror with a final copy of the Target Circular prior to mailing to the Target Shareholders.
The Target Circular shall include the recommendation of Target’s Board of Directors that Target Shareholders vote in favour of the Arrangement Resolution unless such recommendation has been withdrawn, modified or amended in accordance with the terms of this Agreement.
Subject to Section 2.7.3, Purchaser acknowledges that whether or not such comments are appropriate or any revisions will be made as a result thereof to the Target Circular will be determined solely by Target acting reasonably.
The Target Circular will comply as to form in all material respects with the requirements of applicable securities Law, except that no representation or warranty is made by Target with respect to statements made or incorporated by reference therein based on information supplied by Acquireco for inclusion or incorporation by reference in the Target Circular.
Target shall prepare the Target Circular (including supplements or amendments thereto) and cause the Target Circular (including supplements or amendments thereto) to be distributed in accordance with applicable Law.
The board of directors of Target shall in the Target Circular, subject to Section 6.E, recommend that Target Shareholders approve the Arrangement.
In preparing the Target Circular, Target shall provide Acquireco with a reasonable opportunity to review and comment on the Target Circular and, other than with respect to the Acquireco Information for which Acquireco shall be solely responsible, Target shall consider all such comments, provided that whether or not any comments are accepted or appropriate shall be determined by the board of directors of Target in their discretion, acting reasonably.
All of the outstanding capital stock of, or other voting securities or ownership interests in, each HippoRx Entity (other than HippoRx), will be (as of immediately prior to the HippoRx Distribution) directly or indirectly owned by HippoRx free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests).
Subject to Sections 7.1 to 7.3, the Target Circular will include the unanimous recommendation of the Target Board that Target Shareholders vote in favour of the Arrangement Resolution, and a statement that each director of Target intends to vote all of such director’s Target Shares (including any Target Shares issued upon the exercise of any Target Options) in favour of the Arrangement Resolution, subject to the other terms of this Agreement and the Lock-up Agreements.