Circular and Meetings Clause Samples

Circular and Meetings. (a) As promptly as practicable following the execution of this Agreement and in compliance with the Interim Order and Applicable Laws: (i) Vermilion shall furnish Spartan with the Vermilion Information as reasonably required in a timely manner; and (ii) Spartan shall: (i) prepare the Circular and cause the Circular to be mailed to the Spartan Shareholders and filed with applicable Securities Authorities, other regulatory authorities and other Governmental Authorities in all jurisdictions where the same is required to be mailed and filed by so as to permit the Spartan Meeting to be held on May 25, 2018 or as soon thereafter as reasonable practicable and, in any event, by no later than June 18, 2018; and (ii) call, give notice of and convene the Spartan Meeting on May 25, 2018 or as soon thereafter as reasonable practicable and, in any event, by no later than June 18, 2018 and, unless as otherwise agreed in writing between the Parties, shall not adjourn, postpone or cancel (or propose to adjourn, postpone or cancel) or fail to call the Spartan Meeting without the prior written consent of Vermilion, except for adjournments or postponements: (A) as required for quorum purposes (in which case the Spartan Meeting shall be adjourned) or by Applicable Law or by a Governmental Authority; (B) as required under Section 3.4(h) or 5.4(b); (C) upon request of Vermilion (which request can only be made if Vermilion reasonably believes that the Arrangement Resolution will not receive the level of approval required by the Interim Order in order to become effective and advises Spartan that Vermilion wishes to undertake measures intended to facilitate approval of the Arrangement Resolution); provided that the Spartan Meeting so adjourned or postponed shall be held not later than 30 days after the date on which the Spartan Meeting was originally scheduled and, in any event, by no later than the Outside Date. and Spartan shall include in the Circular the fairness opinion contemplated by Section 2.6 and shall disclose in the Circular that the Spartan Support Shareholders have entered into support agreements with Vermilion pursuant to which they have agreed to vote their respective Spartan Shares in favour of the Arrangement Resolution and to otherwise support the Arrangement; (b) Each Party shall ensure that the information provided by it for inclusion in the Circular does not, at the time of the mailing of the Circular, contain any untrue statement of a material fact or omit to...