Joint Circular Sample Clauses

Joint Circular. (a) As promptly as reasonably practicable following execution of this Agreement and in any event prior to the close of business on the Mailing Deadline, each Party shall (i) cooperate in preparing the Joint Circular together with any other documents required by applicable Laws in connection with the Xxxxxxx Meeting and the Mountain Meeting, (ii) file the Joint Circular in all jurisdictions where the same is required to be filed, and (iii) cause the Joint Circular and such other documents to be sent to each Xxxxxxx Shareholder, Mountain Shareholder and any other person as required under applicable Laws or the Xxxxxxx Interim Order.
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Joint Circular. (a) As promptly as reasonably practicable following execution of this Agreement, SilverCrest and First Majestic shall cooperate in preparing a mutually acceptable Joint Circular together with any other documents required by applicable Laws in connection with the SilverCrest Meeting and the First Majestic Meeting.
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Joint Circular. Subject to compliance with Section 2.5, as promptly as reasonably practicable after the execution and delivery of this Agreement, Vasogen and the IPC Companies shall prepare the Joint Circular together with any other documents required by the Securities Laws or other applicable Laws in connection with the Vasogen Meeting required to be filed or prepared by Vasogen, and in connection with the IPC US Meeting required to be filed or prepared by IPC US and Vasogen US and, subject to Section 2.5(3), as promptly as is reasonably practicable after the execution and delivery of this Agreement, (i) Vasogen shall, unless otherwise agreed by the Parties, cause the Joint Circular and other documentation required in connection with the Vasogen Meeting to be sent to Vasogen Shareholders and filed as required by the Interim Order and applicable Laws; and (ii) IPC US shall, unless otherwise agreed by the Parties, cause the Joint Circular and other documents required in connection with the IPC US Meeting to be sent to IPC US Shareholders and filed as required by the Merger Agreement and applicable Laws. The Joint Circular shall include (a) a statement that the Vasogen Board has determined that the Arrangement is in the best interests of Vasogen and that the Vasogen Board recommends that the Vasogen Shareholders vote in favour of the Vasogen Resolution,(b) a statement that the IPC US Board has determined that the Arrangement is in the best interests of IPC US and that the IPC US Board recommends that the IPC US Shareholders vote in favour of the IPC US Merger Resolution, and (c) a copy of the Fairness Opinion.
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Joint Circular. (a) As promptly as reasonably practicable following execution of this Agreement and in any event prior to the close of business on the Mailing Deadline, the Parties shall
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Joint Circular. YGC and Queenstake shall proceed diligently in a co-ordinated manner using commercially reasonable efforts to jointly prepare as quickly as possible the Joint Circular together with any other documents required by the Securities Act or other applicable Law and the TSX, if applicable, in connection with the Arrangement, the YGC Meeting and the Queenstake Meeting for mailing by the Mailing Date. Each of YGC and Queenstake shall ensure that the information relating to it which is provided in the Joint Circular does not contain any Misrepresentation. Both parties shall ensure that the Joint Circular complies with all applicable Law and provides the YGC Shareholders and the Queenstake Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the YGC Meeting and the Queenstake Meeting. Each of YGC and Queenstake shall promptly notify the other if, at any time during the Pre-Effective Date Period, it becomes aware that the Joint Circular contains a Misrepresentation. In such event, YGC and Queenstake shall co-operate in the preparation of a supplement or amendment to the Joint Circular, as the case may be, that corrects that Misrepresentation, and will cause the same to be distributed to the YGC Shareholders and the Queenstake Shareholders and filed with each applicable Governmental Entity under applicable Securities Legislation. YGC and Queenstake shall cause the Joint Circular and any other documentation required in connection with the YGC Meeting and the Queenstake Meeting to be sent to each YGC Shareholder and Queenstake Shareholder as soon as reasonably practicable following receipt of the Interim Order and to be filed as required by the Interim Order and applicable Law.
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Joint Circular. (a) As promptly as reasonably practicable following execution of this Agreement, but in any event in sufficient time to hold the Company Meeting in accordance with the timing contemplated by Section 2.4(a) and the Hudbay Meeting in accordance with the timing contemplated by Section 2.5(a), provided that Hudbay has furnished the information required under, and has otherwise complied with, Section 2.6(d), and the Company has furnished the information required under, and has otherwise complied with, Section 2.6(c), the Parties shall, in cooperation and coordination with one another, acting reasonably, (i) in compliance with Section 2.6(e), prepare, the Joint Circular together with any other documents required by applicable Laws, (ii) promptly after obtaining the Interim Order, file the Joint Circular in all jurisdictions where the same is required to be filed, and mail the Joint Circular as required under applicable Laws and, in the case of the Company, by the Interim Order. The Parties shall agree on the final copy of the Joint Circular prior to it being filed and mailed in accordance with this Section 2.6(a). On the date of mailing thereof, the Joint Circular shall (i) be in form and content satisfactory to the Parties, acting reasonably, (ii) comply in all material respects with all applicable Laws and, in the case of the Company, the Interim Order, (iii) contain sufficient detail to permit the Company Shareholders and the Hudbay Shareholders (as the case may be) to form a reasoned judgement concerning the matters to be placed before them at the Company Meeting and the Hudbay Meeting, respectively, and (iv) not contain any Misrepresentation (except that (x) the Company shall not be responsible for any information included in the Joint Circular relating to Hudbay, its affiliates, the Hudbay Shares or the Hudbay Replacement Options that was provided to the Company for inclusion in the Joint Circular pursuant to Section 2.6(d), and (y) Hudbay shall not be responsible for any information included in the Joint Circular relating to the Company or its affiliates that was provided to Hudbay for inclusion in the Joint Circular pursuant to Section 2.6(c)).
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Related to Joint Circular

  • Joint Proxy Statement None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the registration statement to be filed with the SEC by Acquiror in connection with the issuance of shares of Acquiror Common Stock in the Merger (the "Form S-4") will, at the time the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the joint proxy statement, in definitive form, relating to the Company Stockholder Meeting (as hereinafter defined) and the Acquiror Stockholder Meeting (as hereinafter defined), or in the related proxy and notice of meeting, or soliciting material used in connection therewith (referred to herein collectively as the "Joint Proxy Statement") will, at the dates mailed to stockholders and at the times of the Company Stockholder Meeting and the Acquiror Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and the Joint Proxy Statement (except for information relating solely to Acquiror and Merger Sub) will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder.

  • Proxy Statement/Prospectus None of the information supplied or to be supplied by SCB for inclusion or incorporation by reference in (i) the prospectus supplement to the Form S-4, as it may be amended from time to time, will at the time it is filed with the SEC under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) the Proxy Statement/Prospectus, as it may be amended from time to time, to be sent to the shareholders of SCB in connection with the meeting of SCB's shareholders to consider the adoption of this Agreement shall, on the date the Proxy Statement/Prospectus is first mailed to SCB's shareholders, at the time of the SCB Shareholders' Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the SCB Shareholders' Meeting which has become false or misleading. The Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to SCB or any of its affiliates, officers or directors should be discovered by SCB which should be set forth in an amendment to the prospectus supplement to the Form S-4 or a supplement to the Proxy Statement/Prospectus, SCB shall promptly inform CIBER. Notwithstanding the foregoing, SCB makes no representation or warranty with respect to any information supplied by CIBER which is contained in any of the foregoing documents.

  • Joint Proxy Statement/Prospectus; Registration Statement (a) As promptly as practicable after the execution of this Agreement, the Fund and the Company shall prepare and the Fund and the Company shall file with the SEC the Proxy Statement, and the Fund and the Company shall prepare and the Company shall file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus, provided that the Company and the Fund may mutually delay the filing of the Proxy Statement until approval of the Registration Statement by the SEC. The Fund and the Company shall use reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practicable. Each of the Fund and the Company will respond to any comments of the SEC and will use its respective reasonable efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings and the Company will cause the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders or partners, as applicable, at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act; provided that the obligation to mail the Proxy Statement and the prospectus contained within the Registration Statement shall not arise unless and until the conditions set forth in Sections 7.2(f), 7.3(g) and 7.3(h) hereof have been satisfied or waived. Each of the Fund and the Company will notify the other promptly upon the receipt of any comments from the SEC or any other Governmental Entity and of any request by the SEC or any other Governmental Entity for amendments or supplements to the Registration Statement, the Proxy Statement or any filing pursuant to Section 6.3(b) or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or any other Governmental Entity, on the other hand, with respect to the Registration Statement, the Proxy Statement, the Merger or any filing pursuant to Section 6.3(b). Each of the Fund and the Company will cause all documents that it is responsible for filing with the SEC or other Governmental Entity under this Section 6.3 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any filing pursuant to Section 6.3(b), the Fund or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or any other Governmental Entity, and/or mailing to stockholders of the Company, such amendment or supplement.

  • Information/Cooperation Executive shall, upon reasonable notice, furnish such information and assistance to the Bank as may be reasonably required by the Bank, in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party; provided, however, that Executive shall not be required to provide information or assistance with respect to any litigation between Executive and the Bank or any other subsidiaries or affiliates.

  • Information Sources The Custodian may rely upon information received from issuers of Investments or agents of such issuers, information received from Subcustodians and from other commercially reasonable sources such as commercial data bases and the like, but shall not be responsible for specific inaccuracies in such information, provided that the Custodian has relied upon such information in good faith, or for the failure of any commercially reasonable information provider.

  • Regulatory Cooperation In connection with any foreclosure, collection, sale or other enforcement of Liens granted to the Administrative Agent in the Collateral Documents, Parent will, and will cause its Restricted Subsidiaries to, reasonably cooperate in good faith with the Administrative Agent or its designee in obtaining all regulatory licenses, consents and other governmental approvals necessary or (in the reasonable opinion of the Administrative Agent or its designee) reasonably advisable to conduct all aviation operations with respect to the Collateral and will, at the reasonable request of the Administrative Agent and in good faith, continue to operate and manage the Collateral and maintain all applicable regulatory licenses with respect to the Collateral until such time as the Administrative Agent or its designee obtain such licenses, consents and approvals, and at such time Parent will, and will cause its Restricted Subsidiaries to, cooperate in good faith with the transition of the aviation operations with respect to the Collateral to any new aviation operator (including, without limitation, the Administrative Agent or its designee).

  • Proxy Statement/Prospectus; Registration Statement (a) As promptly as practicable after the execution of this Agreement, the Buyer and the Company shall prepare and the Company shall file with the SEC the Proxy Statement, and the Buyer shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus, provided that the Buyer may delay the filing of the Registration Statement until approval of the Proxy Statement by the SEC. The Buyer and the Company shall use reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practicable. Each of the Buyer and the Company will respond to any comments of the SEC and will use its respective reasonable efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings and the Company will cause the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement or any filing pursuant to Section 6.2(b) or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement.

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