Common use of Circulars and Listing Statement Clause in Contracts

Circulars and Listing Statement. (a) Each of Cannus and CIVC shall use all commercially reasonable efforts to prepare, as promptly as practicable after the date of this Agreement, if necessary, the Cannus Circular and the CIVC Circular, respectively, together with any other documents required under Canadian Securities Laws and applicable corporate laws in connection with the CIVC Meeting and, if necessary, the Cannus Meeting and each of CIVC and Cannus shall co-operate with each other in preparation of their respective circulars and in connection therewith provide the other Party with such information and material concerning its affairs as such other Party shall reasonably request. (b) As soon as practicable after the date hereof, CIVC shall call the CIVC Meeting and hold the CIVC Meeting as soon as practicable thereafter and in any event no later than the date that is four (4) months after the date of this Agreement, and mail the CIVC Circular and all other documentation required in connection with the CIVC Meeting to each CIVC Shareholder. The CIVC Circular, if necessary, shall include, inter alia, the unanimous recommendation of the board of directors of CIVC that its shareholders vote in favour of the CIVC Resolutions. (c) As soon as practicable after the date hereof, Cannus shall file the Listing Statement with the CSE and, if necessary, mail the Cannus Circular and all other documentation required in connection with the Cannus Meeting to its shareholders and shall hold the Cannus Meeting at the earliest practicable date following the mailing the Cannus Circular. The Cannus Circular, if necessary, shall include, inter alia, the unanimous recommendation of the board of directors of Cannus that its shareholders vote in favour of the Cannus Resolutions. (d) Cannus covenants that none of the information regarding Cannus to be supplied by Cannus that is required to be included or incorporated by reference in the CIVC Circular or the Listing Statement, as the case may be, will as of the date of such document 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 were made, not misleading. If at any time prior to the Effective Time any event with respect to Cannus or its officers and directors shall occur that is required to be described in the CIVC Circular or the Listing Statement, as the case may be, Cannus shall give prompt notice to CIVC of such event and shall cooperate in the preparation of a supplement or amendment to the CIVC Circular or the Listing Statement, as the case may be, if such supplement or amendment, as applicable, is required, unless such cooperation and efforts would subject Cannus to unreasonable cost or liability or would be in breach of applicable statutory or regulatory requirements. (e) CIVC covenants that none of the information regarding CIVC and CIVC Subco to be supplied by CIVC that is included or incorporated by reference in the Cannus Circular or the Listing Statement, as the case may be, will as of the date of such document 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 were made, not misleading. If at any time prior to the Effective Time any event with respect to CIVC, its officers and directors or CIVC Subco shall occur that is required to be described in the CIVC Circular, Listing Statement or Cannus Circular, as the case may be, CIVC shall give prompt notice to Cannus of such event and shall cooperate in the preparation of a supplement or amendment to the CIVC Circular, Listing Statement or Cannus Circular, as the case may be, if such supplement or amendment, as applicable, is required, unless such cooperation and efforts would subject CIVC to unreasonable cost or liability or would be in breach of applicable statutory or regulatory requirements.

Appears in 2 contracts

Samples: Business Combination Agreement, Business Combination Agreement

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Circulars and Listing Statement. (a) Each of Cannus Kuya and CIVC Mont shall use all commercially reasonable efforts to prepare, as promptly as practicable after the date of this Agreement, the Kuya Circular, if necessary, the Cannus Circular and the CIVC Mont Circular, respectively, and the Listing Statement, together with any other documents required under Canadian Securities Laws and applicable corporate laws Laws in connection with the CIVC Meeting andKuya Meeting, if necessary, the Cannus Mont Meeting or listing of the post- Consolidation Mont Shares issuable in connection with the Amalgamation on the CSE, and each of CIVC Mont and Cannus Kuya shall co-operate with each other in preparation of their respective circulars written consent resolutions or circulars, as applicable, and in connection therewith provide the other Party with such information and material concerning its affairs as such other Party shall reasonably request, unless such cooperation and efforts would subject such Party to unreasonable cost or liability or would be in breach of statutory or regulatory requirements applicable to such Party. (b) As soon as practicable after the date hereof, CIVC Kuya shall either obtain a written consent resolution of the Kuya Shareholders approving the Kuya Amalgamation Resolution or call the CIVC Meeting and hold the CIVC Meeting as soon as practicable thereafter and in any event no later than the date that is four (4) months after the date of this AgreementKuya Meeting, and Mont shall call and hold the Mont Meeting and each Party shall mail the CIVC Circular their respective circulars, as necessary, and all other documentation required in connection with the CIVC Meeting Meetings to each CIVC Shareholderof their respective shareholders. The CIVC Meetings, as necessary, shall be held at the earliest practicable date following the mailing of the Kuya Circular, if necessary, and the Mont Circular, respectively. (c) Each of the Kuya Circular, if necessary, and Mont Circular shall include, inter alia, the unanimous recommendation of the board Board of directors Directors of CIVC each of Kuya and Mont that its their respective shareholders vote in favour of approval of the CIVC ResolutionsKuya Amalgamation Resolution and the Fundamental Change Resolution, as applicable. (cd) As soon as practicable after Kuya covenants that the date hereof, Cannus shall file the Listing Statement with the CSE and, if necessary, mail the Cannus Circular and all other documentation required in connection with the Cannus Meeting to its shareholders and shall hold the Cannus Meeting at the earliest practicable date following the mailing the Cannus Circular. The Cannus Kuya Circular, if necessary, shall include, inter alia, the unanimous recommendation of the board of directors of Cannus that its shareholders vote will comply as to form in favour of the Cannus Resolutions. (d) Cannus covenants all material respects with Canadian Securities Law and applicable corporate Laws and that none of the information regarding Cannus to be supplied by Cannus that is required to be included Kuya for inclusion or incorporated by reference incorporation in the CIVC Mont Circular or the Listing Statement, as the case may be, will as at the time of the date mailing of such document the Mont Circular to the Mont Shareholders or the filing of the Listing Statement with the CSE, as applicable, 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 were are made, not misleading. If at any time prior to the Effective Time any event with respect to Cannus or Kuya, its officers and directors shall occur that is required to be described in the CIVC Mont Circular or the Listing Statement, as the case may be, Cannus Kuya shall give prompt notice to CIVC Mont of such event and shall cooperate in the preparation of a supplement or amendment to the CIVC Circular or the Listing Statement, as the case may be, if such supplement or amendment, as applicable, is required, unless such cooperation and efforts would subject Cannus to unreasonable cost or liability or would be in breach of applicable statutory or regulatory requirementsevent. (e) CIVC Mont covenants that the Mont Circular and Listing Statement will comply as to form in all material respects with Canadian Securities Law and applicable corporate Laws and that none of the information regarding CIVC and CIVC Subco to be supplied by CIVC that is included Mont for inclusion or incorporated by reference incorporation in the Cannus Circular Kuya Circular, if necessary, or the Listing Statement, as the case may be, will as at the time of the date mailing of such document the Kuya Circular to the Kuya Shareholders, if necessary, 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 were are made, not misleading. If at any time prior to the Effective Time any event with respect to CIVCMont, its officers and directors or CIVC Subco shall occur that is required to be described in the CIVC Kuya Circular, if necessary, or Listing Statement or Cannus CircularStatement, as the case may be, CIVC Mont shall give prompt notice to Cannus Kuya of such event and shall cooperate in the preparation of a supplement or amendment to the CIVC Circular, Listing Statement or Cannus Circular, as the case may be, if such supplement or amendment, as applicable, is required, unless such cooperation and efforts would subject CIVC to unreasonable cost or liability or would be in breach of applicable statutory or regulatory requirementsevent.

Appears in 1 contract

Samples: Amalgamation Agreement

Circulars and Listing Statement. (a) Each of Cannus Graphite and CIVC WFC shall use all commercially reasonable efforts to prepare, as promptly as practicable after the date of this Agreement, the Graphite Circular and if necessary, the Cannus Circular and the CIVC WFC Circular, respectively, together with any other documents required under Canadian Securities Laws and applicable corporate laws in connection with the CIVC Graphite Meeting and, if necessary, and the Cannus WFC Meeting and each of CIVC Graphite and Cannus WFC shall co-operate cooperate with each other in preparation and of their respective circulars circulars, as and if applicable, and in connection therewith provide the other Party with such information and material concerning its affairs as such other Party shall reasonably request, unless such cooperation and efforts would subject such Party to unreasonable cost or liability or would be in breach of statutory or regulatory requirements applicable to such Party. (b) As soon as practicable after the date hereof, CIVC if required, WFC shall call the CIVC WFC Meeting and hold the CIVC WFC Meeting as soon as practicable thereafter and in any event no later than the date that is four (4) months after the date of this Agreement, and mail the CIVC WFC Circular and all other documentation required in connection with the CIVC WFC Meeting to each CIVC WFC Shareholder, or obtain approval of the WFC Amalgamation Resolution by unanimous written consent resolution of the WFC Shareholders, as applicable. The CIVC As soon as practicable after the date hereof, Graphite shall mail the Graphite Circular and all other documentation required in connection with the Graphite Meeting to its shareholders and shall hold the Graphite Meeting at the earliest practicable date following the mailing the Graphite Circular, if necessaryprovided that the Graphite Meeting shall be held no later than September 30, 2019. Graphite shall file the Listing Statement with the CSE as soon as practicable after the date of this Agreement. (c) The Graphite Circular shall include, inter alia, the unanimous recommendation of the board of directors of CIVC Graphite that its shareholders the Graphite Shareholders vote in favour of approval of the CIVC Resolutions. (c) As soon as practicable after Graphite Business Combination Resolution if required pursuant to applicable laws and CSE policies and that the date hereof, Cannus Graphite Shareholders vote in favour of approval of the Director Election Resolution. WFC shall file the Listing Statement with the CSE and, if necessary, mail the Cannus Circular and all other documentation required in connection with the Cannus Meeting to advise its shareholders and shall hold the Cannus Meeting at the earliest practicable date following the mailing the Cannus Circular. The Cannus Circular, if necessary, shall include, inter alia, the unanimous recommendation of that the board of directors of Cannus WFC unanimously recommends that its shareholders vote in favour WFC Shareholders approve the WFC Amalgamation Resolution at the WFC Meeting or by unanimous written consent resolution of the Cannus ResolutionsWFC Shareholders, as applicable. (d) Cannus WFC covenants that none of the information regarding Cannus WFC to be supplied by Cannus WFC that is required to be included or incorporated by reference in the CIVC Graphite Circular or the Listing Statement, as the case may be, will as of the date of such document 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 were are made, not misleading. If at any time prior to the Effective Time any event with respect to Cannus WFC or its officers and directors shall occur that is required to be described in the CIVC Graphite Circular or the Listing Statement, as the case may be, Cannus WFC shall give prompt notice to CIVC Graphite of such event and shall cooperate in the preparation of a supplement or amendment to the CIVC Graphite Circular or the Listing Statement, as the case may be, if such supplement or amendment, as applicable, is required, unless such cooperation and efforts would subject Cannus WFC to unreasonable cost or liability or would be in breach of applicable statutory or regulatory requirements. (e) CIVC Graphite covenants that the Graphite Circular and the Listing Statement will comply as to form in all material respects with Canadian Securities Law and the requirements of the CSE and that none of the information regarding CIVC Graphite and CIVC Graphite Subco to be supplied by CIVC that is included or incorporated by reference in the Cannus Graphite Circular or the Listing Statement, as the case may be, will as of the date of such document contain contains 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 were made, not misleading. Graphite also covenants that none of the information regarding Graphite and Graphite Subco to be supplied by Graphite for inclusion or incorporation by reference in the WFC Circular, if necessary, will at the time of the mailing of the WFC Circular 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. If at any time prior to the Effective Time any event with respect to CIVCGraphite, its officers and directors or CIVC Subco any Graphite Group Member shall occur that is required to be described in the CIVC Graphite Circular, Listing Statement or Cannus WFC Circular, as the case may be, CIVC Graphite shall give prompt notice to Cannus WFC of such event and shall cooperate in the preparation of a supplement or amendment to the CIVC Graphite Circular, Listing Statement or Cannus WFC Circular, as the case may be, if such supplement or amendment, as applicable, is required, unless such cooperation and efforts would subject CIVC Graphite to unreasonable cost or liability or would be in breach of applicable statutory or regulatory requirements.

Appears in 1 contract

Samples: Business Combination Agreement

Circulars and Listing Statement. (a) Each of Cannus Fortify and CIVC DVI shall use all commercially reasonable efforts to prepare, as promptly as practicable after the date of this Agreement, the Fortify Circular and if necessary, the Cannus Circular and the CIVC DVI Circular, respectively, together with any other documents required under Canadian Securities Laws and applicable corporate laws in connection with the CIVC Fortify Meeting and, if necessary, and the Cannus DVI Meeting and each of CIVC Fortify and Cannus DVI shall co-operate cooperate with each other in preparation and of their respective circulars circulars, as and if applicable, and in connection therewith provide the other Party with such information and material concerning its affairs as such other Party shall reasonably request, unless such cooperation and efforts would subject such Party to unreasonable cost or liability or would be in breach of statutory or regulatory requirements applicable to such Party. (b) As soon as practicable after the date hereof, CIVC if required, DVI shall call the CIVC DVI Meeting and hold the CIVC DVI Meeting as soon as practicable thereafter and in any event no later than the date that is four (4) months after the date of this Agreement, and mail the CIVC DVI Circular and all other documentation required in connection with the CIVC DVI Meeting to each CIVC DVI Shareholder, or obtain approval of the DVI Amalgamation Resolution by unanimous written consent resolution of the DVI Shareholders, as applicable. The CIVC As soon as practicable after the date hereof, Fortify shall mail the Fortify Circular and all other documentation required in connection with the Fortify Meeting to its shareholders and shall hold the Fortify Meeting at the earliest practicable date following the mailing the Fortify Circular, if necessaryprovided that the Fortify Meeting shall be held no later than December 29, 2017. Fortify shall file the Listing Statement with the CSE as soon as practicable after the date of this Agreement. (c) The Fortify Circular shall include, inter alia, the unanimous recommendation of the board of directors of CIVC Fortify that its shareholders the Fortify Minority Shareholders vote in favour of approval of the CIVC Resolutions. (c) As soon as practicable after Fortify Business Combination Resolution and that the date hereof, Cannus Fortify Shareholders vote in favour of approval of the Director Election Resolution. DVI shall file the Listing Statement with the CSE and, if necessary, mail the Cannus Circular and all other documentation required in connection with the Cannus Meeting to advise its shareholders and shall hold the Cannus Meeting at the earliest practicable date following the mailing the Cannus Circular. The Cannus Circular, if necessary, shall include, inter alia, the unanimous recommendation of that the board of directors of Cannus DVI unanimously recommends that its shareholders vote in favour DVI Shareholders approve the DVI Amalgamation Resolution at the DVI Meeting or by unanimous written consent resolution of the Cannus ResolutionsDVI Shareholders, as applicable. (d) Cannus DVI covenants that none of the information regarding Cannus DVI to be supplied by Cannus DVI that is required to be included or incorporated by reference in the CIVC Fortify Circular or the Listing Statement, as the case may be, will as of the date of such document 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 were are made, not misleading. If at any time prior to the Effective Time any event with respect to Cannus DVI or its officers and directors shall occur that is required to be described in the CIVC Fortify Circular or the Listing Statement, as the case may be, Cannus DVI shall give prompt notice to CIVC Fortify of such event and shall cooperate in the preparation of a supplement or amendment to the CIVC Fortify Circular or the Listing Statement, as the case may be, if such supplement or amendment, as applicable, is required, unless such cooperation and efforts would subject Cannus DVI to unreasonable cost or liability or would be in breach of applicable statutory or regulatory requirements. (e) CIVC Fortify covenants that the Fortify Circular and the Listing Statement will comply as to form in all material respects with Canadian Securities Law and the requirements of the CSE and that none of the information regarding CIVC Fortify and CIVC Fortify Subco to be supplied by CIVC that is included or incorporated by reference in the Cannus Fortify Circular or the Listing Statement, as the case may be, will as of the date of such document contain contains 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 were made, not misleading. Fortify also covenants that none of the information regarding Fortify and Fortify Subco to be supplied by Fortify for inclusion or incorporation by reference in the DVI Circular, if necessary, will at the time of the mailing of the DVI Circular 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. If at any time prior to the Effective Time any event with respect to CIVCFortify, its officers and directors or CIVC Subco any Fortify Group Member shall occur that is required to be described in the CIVC Fortify Circular, Listing Statement or Cannus DVI Circular, as the case may be, CIVC Fortify shall give prompt notice to Cannus DVI of such event and shall cooperate in the preparation of a supplement or amendment to the CIVC Fortify Circular, Listing Statement or Cannus DVI Circular, as the case may be, if such supplement or amendment, as applicable, is required, unless such cooperation and efforts would subject CIVC Fortify to unreasonable cost or liability or would be in breach of applicable statutory or regulatory requirements.

Appears in 1 contract

Samples: Business Combination Agreement

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Circulars and Listing Statement. (a) Each of Cannus and CIVC shall use all commercially reasonable efforts to prepare, as As promptly as reasonably practicable after the date following execution of this AgreementAgreement with a targeted date on or before March 6, if necessary2019, (i) each of the Parties shall furnish all information regarding such Party and its Subsidiaries as may be required to be included in the Cannex Circular or the Nevada Holdco Circular under applicable Law, and in the listing statement required to be filed with the CSE in connection with the Cannex CSE Approval and the Business Combination (the “Listing Statement”), (ii) Cannex and Nevada Holdco shall work together to prepare the Circulars, the Cannus Circular Listing Statement, and the CIVC Circular, respectively, together with any other documents required under Canadian Securities by applicable Laws, (iii) Cannex shall (A) file the Cannex Circular in all jurisdictions where the same is required to be filed, (B) mail the Cannex Circular as required in accordance with all applicable Laws and the Interim Order, and (C) file the Listing Statement and other required filings with applicable corporate laws regulatory authorities in connection all jurisdictions where the same is required to be filed; and (iv) Nevada Holdco shall (A) file the Nevada Holdco Circular in all jurisdictions where the same is required to be filed, and (B) mail or otherwise distribute the Nevada Holdco Circular as required in accordance with all applicable Laws and the CIVC Meeting and, if necessary, the Cannus Meeting and each of CIVC and Cannus shall co-operate with each other in preparation of their respective circulars and in connection therewith provide the other Party with such information and material concerning its affairs as such other Party shall reasonably requestInterim Order. (b) As soon as practicable after The Cannex Circular shall include a statement that each director and executive officer of Cannex intends to vote all of such Person’s Cannex Shares in favour of the Cannex Component of the Business Combination Resolution and the Resulting Issuer Equity Incentive Plans, subject to the other terms of this Agreement and the Cannex Shareholder Voting Agreements. On the date hereofof mailing thereof, CIVC the Cannex Circular shall call comply in all material respects with all applicable Laws and the CIVC Meeting Interim Order and hold shall contain sufficient detail to permit the CIVC Meeting as soon as practicable thereafter Cannex Shareholders to form a reasoned judgement concerning the matters to be placed before them at the Cannex Meeting. (c) The Nevada Holdco Circular shall include a statement that each director and executive officer of 4Front intends to vote all of such Person’s Nevada Holdco Shares in any event no later than favour of the date that is four (4) months after Nevada Holdco Continuance Resolution, the date Nevada Holdco Business Combination Resolution, and the Resulting Issuer Equity Incentive Plans, subject to the terms of this Agreement, and mail the CIVC Circular and all other documentation required in connection with 4Front Voting Agreement. On the CIVC Meeting to each CIVC Shareholder. The CIVC Circular, if necessary, shall include, inter aliadate of mailing thereof, the unanimous recommendation of Nevada Holdco Circular shall comply in all material respects with all applicable Laws and the board of directors of CIVC that its shareholders vote in favour of the CIVC Resolutions. (c) As soon as practicable after the date hereof, Cannus shall file the Listing Statement with the CSE and, if necessary, mail the Cannus Circular and all other documentation required in connection with the Cannus Meeting to its shareholders Interim Order and shall hold contain sufficient detail to permit the Cannus Meeting Nevada Holdco Shareholders to form a reasoned judgement concerning the matters to be placed before them at the earliest practicable date following the mailing the Cannus Circular. The Cannus Circular, if necessary, shall include, inter alia, the unanimous recommendation of the board of directors of Cannus that its shareholders vote in favour of the Cannus ResolutionsNevada Holdco Meeting. (d) Cannus covenants In the event that none of a Transacting Party provides a notice to the information other Transacting Party regarding Cannus a possible Acquisition Proposal pursuant to be supplied by Cannus that is required to be included or incorporated by reference in the CIVC Circular or the Listing StatementSections 4.1(c),or 4.2(c), as the case may be, will as of the date of such document 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 were made, not misleading. If at any time prior to the Effective Time any event with respect to Cannus or its officers and directors shall occur that is required to be described in mailing of either the CIVC Cannex Circular or the Listing StatementNevada Holdco Circular (or both, as the case may be), then unless the Transacting Parties agree otherwise, and subject to applicable Law, the Mailing Deadline will be extended until the date that is seven (7) days following the earlier of either (i) written notification from the Transacting Party providing the aforementioned notice to the other Transacting Party, that its board of directors has determined that the Acquisition Proposal is not a Superior Proposal, or (ii) the date on which the Transacting Parties together enter into an amended agreement pursuant to Sections 4.1(f) or 4.2(f), as the case may be, Cannus shall give prompt notice to CIVC of such event and shall cooperate which results in the preparation Acquisition Proposal in question not being a Superior Proposal. In the event that the Mailing Deadline is so extended, the Meeting Deadline and the Outside Date shall be extended by the same number of a supplement or amendment to the CIVC Circular or the Listing Statement, days as the case may be, if such supplement or amendment, as applicable, is required, unless such cooperation and efforts would subject Cannus to unreasonable cost or liability or would be in breach of applicable statutory or regulatory requirementsMailing Deadline has been extended. (e) CIVC covenants that none Each of the Parties shall ensure that the information regarding CIVC and CIVC Subco furnished by such Party that is reasonably required to be supplied by CIVC included in the Circulars and the Listing Statement under applicable Law complies in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, that such information that is included or incorporated by reference in the Cannus Circular Circulars and the Listing Statement will not contain any misrepresentation. (f) Subject to Section 4.2, Nevada Holdco shall: (i) solicit proxies in favour of the Nevada Holdco Continuance Resolution and the Nevada Holdco Business Combination Resolution, and the approval of the Resulting Issuer Equity Incentive Plans, and take all other actions that are reasonably necessary or desirable to seek such approvals; (ii) recommend to Nevada Holdco Shareholders that they vote in favour of the Nevada Holdco Continuance Resolution, the Nevada Holdco Business Combination Resolution and the Resulting Issuer Equity Incentive Plans; and (iii) not make a 4Front Change in Recommendation. (g) Subject to Section 4.1,Cannex shall (i) solicit proxies in favour of the Cannex Component of the Business Combination Resolution, and the approval of the Resulting Issuer Equity Incentive Plans, and take all other actions that are reasonably necessary or desirable to seek such approvals, (ii) recommend to Cannex Shareholders that they vote in favour of the Cannex Component of the Business Combination Resolution and the Resulting Issuer Equity Incentive Plans, and (iii) not make a Cannex Change in Recommendation for 4Front. (h) Each of the Parties shall also use 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 Circulars and/or the Listing Statement and to the identification in the Circulars and/or the Listing Statement of each such advisor. (i) Each of the Parties and its advisors shall be given a reasonable opportunity to review and comment on the Circulars and the Listing Statement prior to each such document being printed and/or filed (as applicable) with the applicable Governmental Entities, and any reasonable comments of the Parties and their respective advisors shall be incorporated therein. The Parties shall each use their commercially reasonable efforts to agree upon the final form of the Circulars and the Listing Statement, as . (j) The Parties shall each promptly notify the case may be, will as of the date of such document 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 were made, not misleading. If other Parties if at any time prior before the Effective Date, it becomes aware that the Circulars and/or the Listing Statement contains a misrepresentation about itself, or that otherwise requires an amendment or supplement to the Effective Time any event with respect to CIVC, its officers and directors or CIVC Subco shall occur that is required to be described in Circulars and/or the CIVC Circular, Listing Statement or Cannus Circular, as and the case may be, CIVC Parties shall give prompt notice to Cannus of such event and shall cooperate co-operate in the preparation of a any amendment or supplement or amendment to the CIVC Circular, Circulars and/or the Listing Statement as required or Cannus Circularappropriate, as the case may be, if such supplement and Cannex or amendmentNevada Holdco, as applicable, is shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Circulars to Cannex Shareholders and/or Nevada Holdco Shareholders, as applicable, and, if required by the Court or applicable Laws, file the same with any Governmental Entity and as otherwise required, unless such cooperation and efforts would subject CIVC to unreasonable cost or liability or would be in breach of applicable statutory or regulatory requirements.

Appears in 1 contract

Samples: Business Combination Agreement (Cannex Capital Holdings Inc.)

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