Circular Sample Clauses

Circular. Any of the ministerial circulars governing intermediate resources and family-type resources within the meaning of the AHSSS.

Circular. (a) On or before the date that is four (4) Business Days following the date that Adenyo obtains the Interim Order, Adenyo shall, in compliance with all Applicable Law and in accordance with the requirements of Section 2.4(c) below (i) prepare the Circular, together with any other documents required by Applicable Law to be filed or prepared by Adenyo in connection with the Special Meeting, (ii) convene a meeting of the Board to approve the Circular, and (iii) cause the Circular and other documentation required in connection with the Special Meeting to be sent to Shareholders, the Director, each of the directors of Adenyo and the auditor of Adenyo. (b) Adenyo shall ensure that the Circular complies in all material respects with Applicable Law and, without limiting the generality of the foregoing, that the Circular does not contain any “misrepresentation” (as such term is defined in the Securities Act (Ontario), as amended) (a “Misrepresentation”) (other than with respect to any information provided in writing by Parent or its external counsel for the purpose of inclusion in the Circular). Each of Parent and Adenyo agrees to co-operate and to promptly correct any Misrepresentation contained in the Circular, by the preparation of a supplement or amendment to the Circular, press release or such other document, as the case may be, that corrects the Misrepresentation or effects such supplement or amendment, and Adenyo will cause the same to be distributed or disseminated to the Shareholders, the Board, the auditors of Adenyo, and the Director in accordance with Applicable Law and in compliance with the Interim Order. Without limiting the generality of the foregoing, Adenyo shall ensure that the Circular provides Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Special Meeting. Prior to the Effective Date, Adenyo agrees to indemnify and save harmless Parent, its Subsidiaries, 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 any of them may be subject or may suffer that results from any Misrepresentation or alleged Misrepresentation in the Circular (other than any such Misrepresentation in any information with respect to Parent or a Buyer included in the Circular and that is provided in writing by or on behalf of Parent or ...

Circular. (a) The Company will, in consultation with Canopy Growth: (i) as soon as reasonably practicable after the execution of this Agreement, promptly prepare the Circular together with any other documents required by the OBCA and other applicable Laws in connection with the approval of the Arrangement Resolution by the Company Shareholders at the Company Meeting; and (ii) as soon as reasonably practicable after the issuance of the Interim Order, cause the Circular and such other documents to be sent to the Company Shareholders in compliance with the abridged timing contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and filed as required by the Interim Order and applicable Laws. (b) The Company shall ensure that the Circular complies in all material respects with applicable Laws, and, without limiting the generality of the foregoing, that the disclosure in the Circular (including with respect to any information incorporated therein by reference) required to be provided in respect of the Company Meeting (other than information furnished by Canopy Growth) will not contain any Misrepresentation and will provide the Company Shareholders with information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Company Meeting. (c) The Company shall use commercially reasonable efforts to obtain any necessary consents from its auditor and any other advisors to the use of any financial or other expert information required to be included in the Circular and to the identification in the Circular of each such advisor. (d) The Company and Canopy Growth will cooperate in the preparation, filing and mailing of the Circular. The Company will provide legal counsel to Canopy Growth with a reasonable opportunity to review and comment on all drafts of the Circular and other documents related thereto prior to filing the Circular with applicable Governmental Entities and printing and mailing the Circular to the Company Shareholders and will give reasonable consideration to such comments. (e) Canopy Growth shall provide the Company with all information concerning Canopy Growth and its affiliates (other than the Company) that the Company reasonably requests for inclusion in the Circular or otherwise required by applicable Laws, and Canopy Growth shall ensure that any such information does not contain any Misrepresentation. (f) Canopy Growth acknowledges and ...

Circular. 2.4.1 As soon as reasonably practicable, the Fund and BRP Equity shall, in consultation with BRPI (i) prepare the Circular together with any other documents required by applicable Laws, (ii) file the Circular in all jurisdictions where the same is required to be filed, and (iii) mail the Circular as required under applicable Laws and by the Interim Order. 2.4.2 BRPI shall provide the Fund and BRP Equity with all information regarding BREP, BRPI and the BRPI Entities, including any financial statements, required by applicable Laws for inclusion in the Circular or in any amendments or supplements to the Circular, and BRPI shall also use its commercially reasonable efforts to obtain any necessary consents from its auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Circular and to the identification in the Circular of each such advisor. BRPI shall take all reasonable steps to ensure that such information does not include any Misrepresentation concerning BREP, BRPI and the BRPI Entities and enables the Fund and BRP Equity to ensure that the Circular complies with applicable Laws, including, without limitation, the requirement to include prospectus form disclosure required under NI 51-102F5. 2.4.3 On the date of mailing thereof, the Fund, subject to BRPI complying with its obligations under Section 2.4.2 shall ensure that the Circular complies in all material respects with all applicable Laws and the Interim Order and shall contain sufficient detail to permit the Unitholders and Preferred Shareholders to form a reasoned judgment concerning the matters to be placed before them at the Unitholder Meeting and the Preferred Shareholder Meeting, respectively. 2.4.4 The Circular shall contain the unanimous recommendations of the Trustees and the directors of BRP Equity to Unitholders and the Preferred Shareholders, respectively, that they vote in favour of the Unitholder Arrangement Resolution and Preferred Shareholder Resolution, respectively, and a statement that each Trustee and each director of BRP Equity, as the case may be, intends to vote all of such individual’s Fund Units and BRP Equity Preferred Shares in favour of the Unitholder Arrangement Resolution and Preferred Shareholder Arrangement Resolution, respectively, and against any resolution submitted by any Unitholder or Preferred Shareholder that is inconsistent with the Arrangement. For greater certainty, nothing in this Agreeme...

Circular. Subject to compliance with Section 2.7, as promptly as reasonably practicable after the execution and delivery of this Agreement, Target shall prepare the Target Circular together with any other documents required by the Securities Laws or other applicable Laws in connection with the Target Meeting required to be prepared by Target, and as promptly as is reasonably practicable after the execution and delivery of this Agreement, Target shall, unless otherwise agreed by the Parties, cause the Target Circular and other documentation required in connection with the Target Meeting to be sent to Target Shareholders and filed as required by the Interim Order and applicable Laws. 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.

Circular. (a) As promptly as reasonably practicable following execution of this Agreement with a targeted date on or before August 31, 2018, each of the Parties shall furnish all information regarding such Party and its Subsidiaries as may be required to be included in the Circular under applicable Law, SVT and Nevada Holdco shall work together to prepare the Circular together with any other documents required by applicable Laws, and SVT and Nevada Holdco shall (i) file the Circular in all jurisdictions where the same is required to be filed, and (ii) mail the Circular as required in accordance with all applicable Laws and the Interim Order. The Circular shall include statements that (A) each director and executive officer of Bxxxx, Briteside and Sea Hunter intends to vote all of such Person’s Nevada Holdco Class A Shares (including any Nevada Holdco Class A Shares issued on exercise of any Bxxxx Options, Bxxxx SAFEs, Briteside Options, Briteside Warrants or Sea Hunter Options), in favour of the Nevada Holdco Continuance Resolution, the Nevada Holdco Business Combination Resolution, and the Resulting Issuer Equity Incentive Plan, subject to the terms of this Agreement, the Bxxxx Shareholders Voting Agreements, the Briteside Members Voting Agreements, and the Sea Hunter Voting Agreement; and (B) each director and executive officer of SVT intends to vote all of such Person’s SVT Shares (including any SVT Shares issued upon the exercise of any SVT Options or SVT Warrants) in favour of the SVT Continuance Resolution and SVT Component of the Business Combination Resolution, subject to the other terms of this Agreement and the SVT Shareholder Voting Agreements. On the date of mailing thereof, the Circular shall comply in all material respects with all applicable Laws and the Interim Order and shall contain sufficient detail to permit the Nevada Holdco Shareholders and the SVT Shareholders to form a reasoned judgement concerning the matters to be placed before them at the Nevada Holdco Meeting and the SVT Meeting, respectively. (b) In the event that any Transacting Party provides a notice to the other Transacting Parties regarding a possible Acquisition Proposal pursuant to Sections 4.1(c), 4.2(c), 4.3(c), or 4.4(c), as the case may be, prior to the mailing of the Circular, then unless the Transacting Parties agree otherwise, the Mailing Deadline will be extended until the date that is seven (7) days following the earlier of either (i) written notification from the Transac...

Circular. A circular containing, inter alia, (i) further information on the Supplemental Master Purchase Agreement (2020-2022), the Supplemental Master Transportation Agreement (2020-2022), the Automated Machinery Sales Agreement (2020-2022) and the Supplemental Products Sales Agreement (2020-2022); (ii) the notice of the EGM; (iii) the letter from Vinco Capital Limited to both the Independent Board Committee and the Independent Shareholders regarding the Supplemental Master Purchase Agreement (2020-2022), the Supplemental Master Transportation Agreement (2020- 2022), the Automated Machinery Sales Agreement (2020-2022) and the Supplemental Products Sales Agreement (2020-2022) and the transactions thereunder; and (iv) the recommendation of the Independent Board Committee to the Independent Shareholders in connection thereto, will be despatched to the Shareholders as soon as possible. It is currently expected that the circular will be despatched to the Shareholders on or before 13 January 2020.

Circular. Any of the ministerial circulars governing intermediate resources and family-type resources within the meaning of the Act respecting health services and social services (CQLR, c. S-4.2).

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. 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. In a timely and expeditious manner so as to permit Target to comply with its obligations in Section 1.A(a) and Section 1.A(b), Acquireco shall promptly furnish to Target all Acquireco Information. Each of Target and Acquireco shall: (a) ensure that all information provided by it or on its behalf that is contained in the Target Circular does not contain any misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated in the Target Circular that is necessary to make any statement that it contains not misleading in light of the circumstances in which it is made; and (b) promptly notify the other if, at any time before the Effective Time, it becomes aware that the Target Circular, any document delivered to the Court in connection with the application for the Interim Order or Final Order or delivered to Target Securityholders in connection with the Target Special Meeting or any other document contemplated by Section 1.A contains a misrepresentation, an untrue statement of material fact, omits to state a material fact required to be stated in those documents that is necessary to make any statement it contains not misleading in light of the circumstances in which it is made or that otherwise requires an amendment or a supplement to those documents. All Acquireco Information shall comply in all material respects with all applicable Laws and shall contain full, true and plain disclosure of all material facts relating to the securities of Acquireco and Canco to be issued in connection with this agreement, including under the Plan of Arrangement. Acquireco shall indemnify and hold harmless each of the Indemnified Persons to the extent that the Acquireco Information contains or is alleged to contain any misrepresentation (as defined under applicable securit...

Circular. Statements of fact contained in the Circular are true and accurate in all material respects and not misleading in any material respect and there are no facts, matters or circumstances known, or which could after due and proper consideration and enquiry have been known, to the Company or any of the Directors which are not disclosed in the Circular, the omission of which would, or might reasonably be expected to, materially affect the ability of the Company’s Stockholders to properly consider the matters contained therein.