The Circular. (1) The Company shall promptly prepare and complete, in consultation with the Purchaser, the Circular together with any other documents required by applicable Law in connection with the Meeting and the Amended Arrangement, and the Company shall as promptly as reasonably practicable after the date of this Agreement, but in any event no later than July 15, 2020, file the Circular with the SEC, and, as promptly as reasonably practicable, and in any event on or before the second Business Day after the later of (i) obtaining SEC Clearance of Circular; and (ii) the Amendment Interim Order, cause the Circular and such other documents to be filed and sent to each Company Shareholder and other Person as required by the Amendment Interim Order and Law.
The Circular. (1) The Corporation shall, as promptly as reasonably practicable, prepare and complete, in consultation with the Purchaser and the Circular together with any other documents required by Law in connection with the Meeting and the Arrangement, including obtaining the Fairness Opinion for inclusion in the Circular, and the Corporation shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Circular, and such
The Circular. (a) As promptly as reasonably practicable after the execution of this Agreement, 724 Solutions shall prepare and complete, in consultation with Holdings, the Circular (and any amendments or supplements thereto) together with any other documents required by the Securities Act, the 1933 Act, the Exchange Act, the CBCA, the OBCA and other applicable Laws in connection with Meeting and the Arrangement. As promptly as reasonably practicable thereafter, and after obtaining the Interim Order, but subject to obtaining any required Regulatory Approvals in connection with mailing the Circular, 724 Solutions shall cause the Circular and other documentation required in connection with the Meeting to be sent to each Shareholder and Holders of Cashed-out Options and to be filed with applicable Governmental Entities, as required by the Interim Order and applicable Laws. 724 Solutions shall provide Holdings a reasonable opportunity to review and comment on drafts of the Circular and other documentation referred to above in the course of its preparation and shall not file or amend such documentation without the consent of Holdings as to those portions of the Circular and other documentation which references or relates to Holdings or its Affiliates, that consent not to be unreasonably withheld or delayed. Except for individual proxies and other non-substantive communications, 724 Solutions shall furnish promptly to Holdings a copy of each notice, report, report of proxies submitted, schedule or other document or communication delivered, filed or received by 724 Solutions in connection with the Arrangement.
The Circular. (1) As promptly as reasonably practicable following execution of this Agreement, Company shall (a) prepare and complete, in consultation with the Purchaser, the Circular together with any other documents required by the BCBCA and Applicable Securities Laws in connection with the Meeting and the Arrangement, (b) file the Circular in all Canadian jurisdictions where the same is required to be filed under applicable Laws, and (c) send the Circular as required under Applicable Securities Laws and the Interim Order, in each case so as to permit the Meeting to be held by the date specified in Section 2.3(1) in compliance with applicable Laws and the BCBCA.
The Circular. (1) The Corporation shall, as promptly as reasonably practicable, prepare and complete the Circular together with any other documents required by Law in connection with the Meeting and the Arrangement, including obtaining the Fairness Opinions for inclusion in the Circular, and the Corporation shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Circular and such other documents to be filed and sent to each Shareholder and other Persons as required by the Interim Order and Law, in each case using all commercially reasonable efforts so as to permit the Meeting to be 11633442v2 held by the date specified in Section 2.3(1), provided that the Purchaser Parties shall have complied with Section 2.4(4).
The Circular. (1) The Corporation shall, as promptly as reasonably practicable, and in any event within fifteen (15) Business Days after the date of this Agreement, prepare and complete, in consultation with the Parent, the Circular together with any other documents required by applicable Law in connection with the Meeting and the Arrangement, and file the Circular in preliminary form with the SEC, together with any such documents. As promptly as reasonably practicable following the SEC Clearance Date and receipt of the Interim Order, and in any event prior to the Mailing Deadline, cause the Circular and such other documents to be filed and sent to each Shareholder and other Persons as required by the Interim Order and applicable Law, in each case so as to permit the Meeting to be held by the date specified in Section 2.4(1).
The Circular. The Circular gives banks, who have extended facilities to customers, the right to access and utilise deposits of the NPL’s customer across the banking industry in the event of a payment default. As such, a bank loan can be repaid, upon default on repayment of either the principal or interest or both, with funds in any bank account belonging to the customer. A bank can exercise this right by reporting the defaulting loan and customer to the CBN, who would in turn direct other banks and financial institutions it regulates to pay over and set off the outstanding indebtedness with bank deposits and financial assets in the name of the defaulting customer. The Circular also provides for the template clause to be included in loan agreements effective from 26 August 2019 as follows: The Circular does not limit the inclusion of the clause laid out above, so this would likely apply to all types of loans ranging from credit lines on a bank account to syndicated loans. This would change the risk position of domestic banks in a syndicate of lenders to a Nigerian borrower which may impact the other provisions of a facility agreement; for example, the interest rate that may be charged on the loan. Presumably, the Circular would also apply to any refinancing agreements or loan restructuring agreements to be executed after 26 August 2019. The Circular also mandates that the Bank Verification Numbers (“BVN”) of the customer and any obligors/guarantors of the loan must be included in the loan documentation. With respect to loans to corporate entities, the BVN of the directors and the Tax Identification Number of the entity must also be included in the loan documentation for easy identification of other bank accounts maintained by the customer. THOUGHTS Since the 2014 recession, financial institutions have been reluctant to extend credit facilities. In particular, the commercial banks adopted a conservative approach to increasing their credit exposures. Banks’ portfolio of NPLs saw a steady increase as more customers/borrowers defaulted on their debt service payments and facility repayments. For instance, in February 2019, the National Bureau of Statistics reported that the NPLs in Nigeria were valued at about N2.4trillion as at fourth quarter of 2017 with gross loans valued at about N15.9trillion. This had reduced to about N1.79trillion as at the fourth quarter of 2018 against gross loans valued at about N15.4 trillion. Therefore, the Circular is part of the CBN’s policies t...
The Circular. (a) Parentco shall as promptly as reasonably practicable prepare and complete, the Circular together with any other documents required by Applicable Law in connection with the Meeting, and Parentco shall, promptly after obtaining the Interim Order, cause the Circular and such other documents to be filed and sent to each Parentco Shareholder and other persons as required by the Interim Order and Applicable Law, in each case so as to permit the Meeting to be held on or before May 22, 2018. If necessary, Parentco may abridge the timing contemplated by NI 54-101 (provided, however, that for greater certainty, the foregoing shall not extend to the making of an application for a waiver or extension from NI 54-101).
The Circular. (1) Subject to compliance by Pacific Rubiales with this Section 2.5, promptly after the execution of this Agreement, Petrominerales shall prepare and complete the Circular together with any other documents required by the ABCA, Canadian Securities Laws, Colombian Securities Laws and other applicable Laws in connection with the Meeting and the Arrangement, and Petrominerales shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Circular and other documentation required in connection with the Meeting to be filed and to be sent to each Shareholder and other persons as required by the Interim Order and applicable Laws, in each case so as to permit the Meeting to be held within the time required by Section 2.4(1).
The Circular. (a) As promptly as practicable following the execution of this Agreement, the Company shall prepare and complete, in consultation with Parent and its legal counsel, the Circular together with any other documents required by Law and the Interim Order in connection with the Company Meeting and the Arrangement. The Circular shall be in form and content satisfactory to Parent and the Company, each acting reasonably, and the Parties shall agree on the final copy of the Circular prior to it being filed and mailed to the Shareholders. The Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Circular and such other documents to be filed and sent to each of the Shareholders and other Persons as required by the Interim Order and applicable Law, in each case, in compliance with the accelerated timing contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and in any event so as to permit the Company Meeting to be held in accordance with the timeline specified in Section 2.03(a).
