Circular and Meetings. (a) As promptly as practicable following the execution of this Agreement and in compliance with the Interim Order and Applicable Laws, Angle and Bellatrix shall, with assistance from and the participation of the other: (i) prepare the Circular and cause the Circular to be mailed to the Angle Securityholders and the Bellatrix Shareholders and filed with applicable securities regulatory authorities and other Governmental Authorities in all jurisdictions where the same are required to be filed by no later than December 31, 2013; (ii) call, give notice of and convene the Angle Meeting by no later than January 31, 2014 at which meeting the applicable Arrangement Resolution shall be submitted to the Angle Securityholders entitled to vote upon such resolution for approval; and (iii) call, give notice of and convene the Bellatrix Meeting by no later than January 31, 2014 at which meeting the applicable Arrangement Resolution shall be submitted to the Bellatrix Shareholders entitled to vote upon such resolution for approval. (b) Angle and Bellatrix shall, with assistance from and the participation of the other, cause the Circular to be prepared in compliance, in all material respects, with Applicable Canadian Securities Laws and to provide the Angle Shareholders and the Bellatrix Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be considered at the Angle Meeting and the Bellatrix Meeting, as the case may be, and shall include, without limitation: (i) the Angle Information; (ii) a copy of the Angle Fairness Opinion; (iii) the approvals determination, and recommendations of the board of directors of Angle as set out in Subsection 2.2(c); (iv) the Bellatrix Information; (v) the approvals determination, recommendations of the board of directors of Bellatrix as set out in Section 2.2(d); and (vi) a copy of the Bellatrix Fairness Opinions. (c) The Circular shall state that the board of directors of Angle has unanimously: (i) determined that the Arrangement is in the best interests of Angle and the Angle Securityholders; (ii) determined that the Arrangement is fair to Angle Securityholders; (iii) approved this Agreement and the transactions contemplated hereby; and (iv) resolved to recommend that Angle Securityholders vote in favour of the Arrangement. (d) The Circular shall state that the board of directors of Bellatrix has: (i) determined that the Arrangement is in the best interests of Bellatrix; (ii) approved this Agreement and the transactions contemplated hereby; and (iii) resolved to recommend that Bellatrix Shareholders vote in favour of the Arrangement. (e) Bellatrix shall, in a timely manner, provide Angle with the Bellatrix Information, and such other information relating to Bellatrix as Angle may reasonably request for inclusion in the Circular (including all necessary third party consents), so as to permit Angle to comply with the timeline set out above in this Section 2.2. (f) Angle shall, subject to compliance with Applicable Canadian Securities Laws, incorporate the Bellatrix Information into the Circular substantially in the form provided by Bellatrix and Angle shall provide Bellatrix and its Representatives with an opportunity to review and comment on the Circular and any other relevant documentation and shall give due consideration to all comments made by Bellatrix. The Circular shall be in form and content satisfactory to Angle and Bellatrix, each acting reasonably, and shall comply with Applicable Canadian Securities Laws. (g) Angle shall ensure that the Angle Information included 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 state any material fact required to be stated therein or that is necessary to make the statements contained therein not misleading in light of the circumstances under which they are made. (h) Bellatrix shall ensure that the Bellatrix 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 state any material fact required to be stated therein or that is necessary to make the statements contained therein not misleading in light of the circumstances under which they are made.
Appears in 1 contract
Circular and Meetings. (a) As promptly as practicable following the execution of this Agreement and in compliance with the Interim Order and Applicable Laws, Angle Raging River and Bellatrix Baytex shall, with assistance from and the participation of the otherOther Party: (i) prepare the Circular together with any other documents required by Applicable Laws in connection with the Baytex Meeting and the Raging River Meeting, and cause the Circular and such other documents as applicable to be mailed to the Angle Securityholders Raging River Shareholders and the Bellatrix Baytex Shareholders and such other Persons as required by the Interim Order and filed with applicable securities regulatory authorities and other Governmental Authorities in all jurisdictions where the same are required to be filed by no later than December July 31, 20132018; (ii) call, give notice of of, convene and convene conduct the Angle Raging River Meeting by no later than January 31September 25, 2014 2018 and not adjourn, postpone or cancel (or propose the same) the Raging River Meeting without the prior written consent of Baytex except in the case of an adjournment required for quorum purposes, at which meeting the applicable Arrangement Resolution shall be submitted to the Angle Securityholders Raging River Shareholders entitled to vote upon such resolution for approval; and (iii) call, give notice of of, convene and convene conduct the Bellatrix Baytex Meeting by no later than January 31September 25, 2014 2018 and not adjourn, postpone or cancel (or propose the same) the Baytex Meeting without the prior written consent of Raging River except in the case of an adjournment required for quorum purposes, at which meeting the applicable Arrangement Share Issuance Resolution shall be submitted to the Bellatrix Baytex Shareholders entitled to vote upon such resolution for approval.
(b) Angle Raging River and Bellatrix Baytex shall, with assistance from and the participation of the otherOther Party, cause the Circular to be prepared in compliance, in all material respects, with Applicable Canadian Securities Laws and to provide the Angle Raging River Shareholders and the Bellatrix Baytex Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be considered at the Angle Raging River Meeting and the Bellatrix Baytex Meeting, as the case may be, and shall include, without limitation: (i) the Angle Raging River Information; (ii) a copy of the Angle Raging River Fairness OpinionOpinions; (iii) the approvals determination, and recommendations of the board of directors of Angle as set out in Subsection 2.2(c)Raging River Board Recommendation; (iv) the Bellatrix Baytex Information; (v) the approvals determination, recommendations of the board of directors of Bellatrix as set out in Section 2.2(d)Baytex Board Recommendation; and (vi) a copy of the Bellatrix Baytex Fairness OpinionsOpinion; (vii) details of the composition of the Baytex Board following the Effective Time as agreed to by the Parties in accordance with Subsection 3.3(c); (viii) the names and positions of each of the executive officers to form part of the Baytex management team upon completion of the Arrangement as agreed to in accordance with Subsection 2.8(a); (ix) the names of each director and officer of Raging River who is a Raging River Supporting Shareholder and a summary of the terms of the Raging River Support Agreements; and (x) the names of each director and officer of Baytex who is a Baytex Supporting Shareholder and a summary of the terms of the Baytex Support Agreements.
(c) The Circular shall state that the board of directors of Angle Raging River Board has unanimously, after receiving legal and financial advice: (i) determined that the Arrangement is in the best interests of Angle Raging River and the Angle SecurityholdersRaging River Shareholders; (ii) determined that the Arrangement is fair to Angle SecurityholdersRaging River Shareholders; (iii) approved this Agreement and the transactions contemplated hereby; and (iv) resolved to recommend that Angle Securityholders Raging River Shareholders vote in favour of the ArrangementArrangement Resolution (collectively, the "Raging River Board Recommendation").
(d) The Circular shall state that the board of directors of Bellatrix hasBaytex Board has unanimously, after receiving legal and financial advice: (i) determined that the Arrangement is in the best interests of BellatrixBaytex; (ii) determined that the share exchange ratio provided for in the Arrangement is fair to Baytex; (iii) approved this Agreement and the transactions contemplated hereby; and (iiiiv) resolved to recommend that Bellatrix Baytex Shareholders vote in favour of the ArrangementShare Issuance Resolution (the "Baytex Board Recommendation").
(e) Bellatrix Baytex shall, in a timely manner, provide Angle Raging River with the Bellatrix Baytex Information, and such other information relating to Bellatrix Baytex as Angle Raging River may reasonably request for inclusion in the Circular (including all necessary third party consents), so as to permit Angle Raging River to comply with the timeline set out above in this Section 2.2.
(f) Angle Raging River shall, subject to compliance with Applicable Canadian Securities Laws, incorporate the Bellatrix Baytex Information into the Circular substantially in the form provided by Bellatrix Baytex and Angle Raging River shall provide Bellatrix Baytex and its Representatives with an opportunity to review and comment on the Circular and any other relevant documentation and shall give due consideration to all comments made by BellatrixBaytex and its Representatives. The Circular shall be in form and content satisfactory to Angle Raging River and BellatrixBaytex, each acting reasonably, and shall comply with Applicable Canadian Securities Laws.
(g) Angle Raging River shall use its best efforts to ensure that the Angle Raging River Information included 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 state any material fact required to be stated therein or that is necessary to make the statements contained therein not misleading in light of the circumstances under which they are mademisrepresentation.
(h) Bellatrix Baytex shall use its best efforts to ensure that the Bellatrix Baytex Information provided by it for inclusion in the Circular does not, at the time of the mailing of the Circular, contain any untrue statement misrepresentation.
(i) A Party shall promptly notify the Other Party if it becomes aware that the Circular contains a misrepresentation, or otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of a material fact any such amendment or omit supplement as required or appropriate, and Baytex and Raging River shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to state any material fact the Baytex Shareholders and the Raging River Shareholders and such other persons as required to be stated therein by the Interim Order and, if required by the Court or that is necessary to make by Law, file the statements contained therein not misleading in light of same with the circumstances under which they are madeapplicable securities regulatory authorities and other Governmental Authorities as required.
Appears in 1 contract
Circular and Meetings. (a) As promptly as practicable following the execution of this Agreement and in compliance with the Interim Order and Applicable Laws, Angle and Bellatrix :
(i) Vermilion shall furnish Spartan with the Vermilion Information as reasonably required in a timely manner; and
(ii) Spartan shall, with assistance from and the participation of the other: (i) prepare the Circular and cause the Circular to be mailed to the Angle Securityholders and the Bellatrix Spartan Shareholders and filed with applicable securities Securities Authorities, other regulatory authorities and other Governmental Authorities in all jurisdictions where the same are 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 December 31June 18, 20132018; and (ii) call, give notice of and convene the Angle Spartan Meeting on May 25, 2018 or as soon thereafter as reasonable practicable and, in any event, by no later than January 31June 18, 2014 at 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 meeting case the applicable 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 submitted to held not later than 30 days after the Angle Securityholders entitled to vote upon such resolution for approval; and (iii) calldate on which the Spartan Meeting was originally scheduled and, give notice of and convene the Bellatrix Meeting in any event, by no later than January 31, 2014 at 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 meeting they have agreed to vote their respective Spartan Shares in favour of the applicable Arrangement Resolution shall be submitted and to otherwise support the Bellatrix Shareholders entitled to vote upon such resolution for approval.Arrangement;
(b) Angle and Bellatrix shall, with assistance from and the participation of the other, cause the Circular to be prepared in compliance, in all material respects, with Applicable Canadian Securities Laws and to provide the Angle Shareholders and the Bellatrix Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be considered at the Angle Meeting and the Bellatrix Meeting, as the case may be, and shall include, without limitation: (i) the Angle Information; (ii) a copy of the Angle Fairness Opinion; (iii) the approvals determination, and recommendations of the board of directors of Angle as set out in Subsection 2.2(c); (iv) the Bellatrix Information; (v) the approvals determination, recommendations of the board of directors of Bellatrix as set out in Section 2.2(d); and (vi) a copy of the Bellatrix Fairness Opinions.
(c) The Circular shall state that the board of directors of Angle has unanimously: (i) determined that the Arrangement is in the best interests of Angle and the Angle Securityholders; (ii) determined that the Arrangement is fair to Angle Securityholders; (iii) approved this Agreement and the transactions contemplated hereby; and (iv) resolved to recommend that Angle Securityholders vote in favour of the Arrangement.
(d) The Circular shall state that the board of directors of Bellatrix has: (i) determined that the Arrangement is in the best interests of Bellatrix; (ii) approved this Agreement and the transactions contemplated hereby; and (iii) resolved to recommend that Bellatrix Shareholders vote in favour of the Arrangement.
(e) Bellatrix shall, in a timely manner, provide Angle with the Bellatrix Information, and such other information relating to Bellatrix as Angle may reasonably request for inclusion in the Circular (including all necessary third party consents), so as to permit Angle to comply with the timeline set out above in this Section 2.2.
(f) Angle shall, subject to compliance with Applicable Canadian Securities Laws, incorporate the Bellatrix Information into the Circular substantially in the form provided by Bellatrix and Angle shall provide Bellatrix and its Representatives with an opportunity to review and comment on the Circular and any other relevant documentation and shall give due consideration to all comments made by Bellatrix. The Circular shall be in form and content satisfactory to Angle and Bellatrix, each acting reasonably, and shall comply with Applicable Canadian Securities Laws.
(g) Angle Each Party shall ensure that the Angle Information included 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 state any material fact required to be stated therein or that is necessary to make the statements contained therein not misleading in light of the circumstances under which they are made.
(h) Bellatrix shall ensure that the Bellatrix Information 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 state any material fact required to be stated therein or that is necessary to make the statements contained therein not misleading in light of the circumstances under which they are made.
(c) Spartan shall provide Vermilion and its representatives with a reasonable opportunity to review and comment on the Circular and any other relevant documentation and reasonable consideration shall be given to any comments made by Vermilion, provided that all Vermilion Information included in the Circular shall be in form and content satisfactory to Vermilion, acting reasonably, and provided that the Circular shall comply in all respects with Applicable Laws. Spartan shall provide Vermilion with a final copy of the Circular prior to mailing to the Spartan Shareholders.
(d) Spartan shall instruct its registrar and transfer agent to advise Vermilion as Vermilion may reasonably request, and at least on a daily basis on each of the last seven (7) Business Days prior to the date of the Spartan Meeting, as to the aggregate tally of the proxies received by Spartan in respect of the Arrangement Resolution.
(e) Spartan shall use all commercially reasonable efforts to secure the approval of the Arrangement Resolution by Spartan Shareholders and solicit proxies for the approval of the Arrangement Resolution in accordance with Applicable Laws, including, if so requested by Vermilion, in its sole discretion and at its own expense: (i) using dealer and proxy solicitation services; and (ii) cooperating with any Persons engaged by Vermilion to solicit proxies in favour of the Arrangement Resolution.
(f) Spartan shall provide notice to Vermilion of the Spartan Meeting and allow Vermilion’s representatives to attend such meeting.
(g) Spartan shall conduct the Spartan Meeting in accordance with the constating documents of Spartan, the Interim Order and as otherwise required by Applicable Laws;
Appears in 1 contract
Circular and Meetings. (a) As promptly as practicable following the execution of this Agreement and in compliance with the Interim Order and Applicable Laws, Angle Raging River and Bellatrix Baytex shall, with assistance from and the participation of the otherOther Party: (i) prepare the Circular together with any other documents required by Applicable Laws in connection with the Baytex Meeting and the Raging River Meeting, and cause the Circular and such other documents as applicable to be mailed to the Angle Securityholders Raging River Shareholders and the Bellatrix Baytex Shareholders and such other Persons as required by the Interim Order and filed with applicable securities regulatory authorities and other Governmental Authorities in all jurisdictions where the same are required to be filed by no later than December July 31, 20132018; (ii) call, give notice of of, convene and convene conduct the Angle Raging River Meeting by no later than January 31September 25, 2014 2018 and not adjourn, postpone or cancel (or propose the same) the Raging River Meeting without the prior written consent of Baytex except in the case of an adjournment required for quorum purposes, at which meeting the applicable Arrangement Resolution shall be submitted to the Angle Securityholders Raging River Shareholders entitled to vote upon such resolution for approval; and (iii) call, give notice of of, convene and convene conduct the Bellatrix Baytex Meeting by no later than January 31September 25, 2014 2018 and not adjourn, postpone or cancel (or propose the same) the Baytex Meeting without the prior written consent of Raging River except in the case of an adjournment required for quorum purposes, at which meeting the applicable Arrangement Share Issuance Resolution shall be submitted to the Bellatrix Baytex Shareholders entitled to vote upon such resolution for approval.
(b) Angle Raging River and Bellatrix Baytex shall, with assistance from and the participation of the otherOther Party, cause the Circular to be prepared in compliance, in all material respects, with Applicable Canadian Securities Laws and to provide the Angle Raging River Shareholders and the Bellatrix Baytex Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be considered at the Angle Raging River Meeting and the Bellatrix Baytex Meeting, as the case may be, and shall include, without limitation: (i) the Angle Raging River Information; (ii) a copy of the Angle Raging River Fairness OpinionOpinions; (iii) the approvals determination, and recommendations of the board of directors of Angle as set out in Subsection 2.2(c)Raging River Board Recommendation; (iv) the Bellatrix Baytex Information; (v) the approvals determination, recommendations of the board of directors of Bellatrix as set out in Section 2.2(d)Baytex Board Recommendation; and (vi) a copy of the Bellatrix Baytex Fairness OpinionsOpinion; (vii) details of the composition of the Amalco Board following the Effective Time as agreed to by the Parties in accordance with Subsection 3.3(c); (viii) the names and positions of each of the executive officers to form part of the Baytex management team upon completion of the Arrangement as agreed to in accordance with Subsection 2.8(a); (ix) the names of each director and officer of Raging River who is a Raging River Supporting Shareholder and a summary of the terms of the Raging River Support Agreements; and (x) the names of each director and officer of Baytex who is a Baytex Supporting Shareholder and a summary of the terms of the Baytex Support Agreements.
(c) The Circular shall state that the board of directors of Angle Raging River Board has unanimously, after receiving legal and financial advice: (i) determined that the Arrangement is in the best interests of Angle Raging River and the Angle SecurityholdersRaging River Shareholders; (ii) determined that the Arrangement is fair to Angle SecurityholdersRaging River Shareholders; (iii) approved this Agreement and the transactions contemplated hereby; and (iv) resolved to recommend that Angle Securityholders Raging River Shareholders vote in favour of the ArrangementArrangement Resolution (collectively, the "Raging River Board Recommendation").
(d) The Circular shall state that the board of directors of Bellatrix hasBaytex Board has unanimously, after receiving legal and financial advice: (i) determined that the Arrangement is in the best interests of BellatrixBaytex; (ii) determined that the share exchange ratio provided for in the Arrangement is fair to the Baytex Shareholders; (iii) approved this Agreement and the transactions contemplated hereby; and (iiiiv) resolved to recommend that Bellatrix Baytex Shareholders vote in favour of the ArrangementShare Issuance Resolution (the "Baytex Board Recommendation").
(e) Bellatrix Baytex shall, in a timely manner, provide Angle Raging River with the Bellatrix Baytex Information, and such other information relating to Bellatrix Baytex as Angle Raging River may reasonably request for inclusion in the Circular (including all necessary third party consents), so as to permit Angle Raging River to comply with the timeline set out above in this Section 2.2.
(f) Angle Raging River shall, subject to compliance with Applicable Canadian Securities Laws, incorporate the Bellatrix Baytex Information into the Circular substantially in the form provided by Bellatrix Baytex and Angle Raging River shall provide Bellatrix Baytex and its Representatives with an opportunity to review and comment on the Circular and any other relevant documentation and shall give due consideration to all comments made by BellatrixBaytex and its Representatives. The Circular shall be in form and content satisfactory to Angle Raging River and BellatrixBaytex, each acting reasonably, and shall comply with Applicable Canadian Securities Laws.
(g) Angle Raging River shall use its best efforts to ensure that the Angle Raging River Information included 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 state any material fact required to be stated therein or that is necessary to make the statements contained therein not misleading in light of the circumstances under which they are mademisrepresentation.
(h) Bellatrix Baytex shall use its best efforts to ensure that the Bellatrix Baytex Information provided by it for inclusion in the Circular does not, at the time of the mailing of the Circular, contain any untrue statement misrepresentation.
(i) A Party shall promptly notify the Other Party if it becomes aware that the Circular contains a misrepresentation, or otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of a material fact any such amendment or omit supplement as required or appropriate, and Baytex and Raging River shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to state any material fact the Baytex Shareholders and the Raging River Shareholders and such other persons as required to be stated therein by the Interim Order and, if required by the Court or that is necessary to make by Law, file the statements contained therein not misleading in light of same with the circumstances under which they are madeapplicable securities regulatory authorities and other Governmental Authorities as required.
Appears in 1 contract
Circular and Meetings. (a) As promptly as practicable following the execution of this Agreement and in compliance with the Interim Order and Applicable Laws, Angle Husky and Bellatrix Cenovus shall, as applicable and with assistance from and the participation of the otherOther Party, each acting reasonably: (i) prepare the Circular together with any other documents required by Applicable Laws in connection with the Cenovus Meeting and the Husky Meeting, and cause the Circular and such other documents to be mailed to the Angle Securityholders Husky Common Shareholders, the Husky Preferred Shareholders, the holders of Husky Options and such other Persons as required by the Interim Order and the Bellatrix Cenovus Common Shareholders and such other Persons required by the CBCA and filed with applicable securities regulatory authorities and other Governmental Authorities in all jurisdictions where the same are required to be filed by no later than December 3111, 20132020; (ii) call, give notice of convene and convene conduct the Angle Husky Meeting by no later than January 3129, 2014 2021 and not adjourn, postpone or cancel (or propose the same) the Husky Meeting without the prior written consent of Cenovus, such consent not to be unreasonably withheld, conditioned or delayed, except in the case of an adjournment or postponement required for quorum purposes or by Applicable Laws or by a Governmental Authority, at which meeting Husky Meeting the applicable Arrangement Resolution and the Preferred Shareholder Resolution shall be submitted to the Angle Securityholders Husky Common Shareholders, the Husky Preferred Shareholders and the holders of Husky Options entitled to vote upon such resolution resolutions for approval; and (iii) call, give notice of convene and convene conduct the Bellatrix Cenovus Meeting by no later than January 3129, 2014 2021 and not adjourn, postpone or cancel (or propose the same) the Cenovus Meeting without the prior written consent of Husky, such consent not to be unreasonably withheld, conditioned or delayed, except in the case of an adjournment or postponement required for quorum purposes or by Applicable Laws or by a Governmental Authority, at which meeting Cenovus Meeting the applicable Arrangement Share Issuance Resolution shall be submitted to the Bellatrix Cenovus Common Shareholders entitled to vote upon such resolution for approval. Notwithstanding the foregoing, Husky shall not submit the Preferred Shareholder Resolution to the Husky Preferred Shareholders at the Husky Meeting if so directed by Cenovus, in its sole discretion, in writing prior to the commencement of the Husky Meeting.
(b) Angle Husky and Bellatrix Cenovus shall, with assistance from and the participation of the otherOther Party, each acting reasonably, cause the Circular to be prepared in compliance, in all material respects, with Applicable Canadian Securities Laws and to provide the Angle Shareholders Husky Common Shareholders, the Husky Preferred Shareholders, the holders of Husky Options and the Bellatrix Cenovus Common Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be considered at the Angle Husky Meeting and the Bellatrix Cenovus Meeting, as the case may berespectively, and shall include, without limitation: (i) or incorporate by reference the Angle Husky Information; (ii) a copy copies of the Angle Husky Fairness OpinionOpinions; (iii) subject to the approvals determinationterms of this Agreement, and recommendations of the board of directors of Angle as set out in Subsection 2.2(c)Husky Board Recommendation; (iv) or incorporate by reference the Bellatrix Cenovus Information; (v) subject to the approvals determinationterms of this Agreement, recommendations the Cenovus Board Recommendation; (vi) copies of the board Cenovus Fairness Opinions; (vii) details of directors the composition of Bellatrix the Cenovus Board following the Effective Time as set out agreed to by the Parties in accordance with Section 2.2(d)2.8; (viii) a summary of the terms of the Cenovus Preferred Shares; (ix) a summary of the terms of the Support Agreements; (x) a summary of the terms of the Standstill Agreements; (xi) a summary of the terms of the Pre-Emptive Rights Agreements; (xii) a summary of the terms of the Registration Rights Agreements; (xiii) a summary of the terms of the Cenovus Warrants; and (vixiv) a copy copy, and summary of the Bellatrix Fairness Opinionsterms and conditions, of this Agreement.
(c) The Circular Husky shall state that use reasonable commercial efforts to, in a timely manner, provide Cenovus with all financial statements and financial information reasonably requested by Cenovus to prepare pro forma financial statements at and for the board of directors of Angle has unanimously: (i) determined that the Arrangement is periods ended September 30, 2020 and December 31, 2019 for inclusion in the best interests of Angle and Circular in the Angle Securityholders; (ii) determined that the Arrangement is fair to Angle Securityholders; (iii) approved this Agreement and the transactions contemplated hereby; and (iv) resolved to recommend that Angle Securityholders vote in favour of the Arrangementform prescribed by Applicable Canadian Securities Laws.
(d) The Circular Cenovus shall state that use reasonable commercial efforts to, in a timely manner, provide Husky with all financial statements and financial information reasonably requested by Husky to prepare pro forma financial statements at and for the board of directors of Bellatrix has: (i) determined that the Arrangement is periods ended September 30, 2020 and December 31, 2019 for inclusion in the best interests of Bellatrix; (ii) approved this Agreement and Circular in the transactions contemplated hereby; and (iii) resolved to recommend that Bellatrix Shareholders vote in favour of the Arrangementform prescribed by Applicable Canadian Securities Laws.
(e) Bellatrix Cenovus shall, in a timely manner, provide Angle Husky with the Bellatrix Cenovus Information, and such other information relating to Bellatrix Cenovus as Angle Husky may reasonably request for inclusion in the Circular (including all necessary third party consents)Circular, so as to permit Angle to comply compliance with the timeline set out above in this Section 2.22.4(a).
(f) Angle Husky shall, in a timely manner, provide Cenovus with the Husky Information, and such other information relating to Husky as Cenovus may reasonably request for inclusion in the Circular, so as to permit compliance with the timeline set out in Section 2.4(a).
(g) The Parties shall, subject to compliance with Applicable Canadian Securities Laws, incorporate the Bellatrix Cenovus Information and the Husky Information into the Circular substantially in the form provided by Bellatrix Cenovus and Angle Husky, respectively, and each Party shall provide Bellatrix the Other Party and its Representatives with an opportunity to review and comment on the Circular and any other relevant documentation and shall give due consideration to all comments made by Bellatrixthe Other Party and its Representatives (subject to any Applicable Laws). The Circular shall be in form and content satisfactory to Angle Husky and BellatrixCenovus, each acting reasonably, and shall comply with Applicable Canadian Securities Laws.
(gh) Angle Husky shall use its reasonable commercial efforts to ensure that the Angle Husky Information included 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 state any material fact required to be stated therein or that is necessary to make the statements contained therein not misleading in light of the circumstances under which they are mademisrepresentation.
(hi) Bellatrix Cenovus shall use its reasonable commercial efforts to ensure that the Bellatrix Cenovus Information provided by it for inclusion in the Circular does not, at the time of the mailing of the Circular, contain any untrue statement misrepresentation.
(j) Each Party shall promptly notify the Other Party if it becomes aware that the Circular contains a misrepresentation, or otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement as is required or appropriate, and Cenovus and Husky shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Husky Common Shareholders, the Husky Preferred Shareholders, the holders of Husky Options and such other Persons as required by the Interim Order and the Cenovus Common Shareholders and such other Persons as required by the CBCA and, if required by the Court or by Law, file the same with the applicable securities regulatory authorities and other Governmental Authorities as required.
(k) The Parties shall cooperate to schedule and convene the Husky Meeting and the Cenovus Meeting on the same date (subject to any adjournments or postponements required or permitted by this Agreement).
(l) Each Party shall consult with the Other Party in fixing the record date of the Husky Meeting and the Cenovus Meeting, and shall not change such record date for the Husky Common Shareholders, the Husky Preferred Shareholders, the holders of Husky Options or the Cenovus Common Shareholders, as applicable, entitled to vote at the Husky Meeting or the Cenovus Meeting, as applicable, in connection with any adjournment or postponement of the Husky Meeting or the Cenovus Meeting, as applicable, unless required by Law.
(m) Each Party shall provide notice to the Other Party of the Husky Meeting or the Cenovus Meeting, as applicable, and allow the Other Party and its Representatives and legal counsel to attend such meeting.
(n) Each Party shall advise the Other Party, as the Other Party may reasonably request, and on a material fact daily basis on each of the last 10 Business Days prior to the proxy cutoff date for the Husky Meeting or omit the Cenovus Meeting, as applicable, as to state the aggregate tally of the proxies received by such Party in respect of the Arrangement Resolution, the Preferred Shareholder Resolution and the Share Issuance Resolution, as applicable, and any material fact required other matters to be stated therein considered at the Husky Meeting or that is necessary to make the statements contained therein not misleading in light of the circumstances under which they are madeCenovus Meeting, as applicable.
Appears in 1 contract
