Common use of Circulars Clause in Contracts

Circulars. (a) As promptly as practicable after the date of this Agreement, but in any event no later than within two Business Days thereafter, Corporation shall prepare the Corporation Circular, together with any other documents required by applicable Law in connection with the Corporation Meeting and the Plan of Arrangement, and Corporation shall, promptly after the receipt of the Interim Order, use commercially reasonable efforts to cause the Corporation Circular and all other documentation required in connection with the Corporation Meeting to be sent to each of the Corporation Securityholders, the auditors of Corporation and any other Person as required by the Interim Order, in each case so as to permit the Corporation Meeting to be held by the date specified in Section 2.2. (b) As promptly as practicable after the date of this Agreement, but in any event no later than within two Business Days thereafter, SIL shall prepare the SIL Circular, together with any other documents required by applicable Law in connection with the SIL Meeting and the Plan of Arrangement, and SIL shall, promptly after the receipt of the Interim Order, use commercially reasonable efforts to cause the SIL Circular and all other documentation required in connection with the SIL Meeting to be sent to each of the SIL Shareholders, the auditors of SIL and any other Person as required by the Interim Order, in each case so as to permit the SIL Meeting to be held by the date specified in Section 2.2. (c) The Silanis Companies shall ensure that the Circulars comply in all material respects with Law and the Interim Order and provide the Corporation Securityholders and the SIL Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Meetings. Without limiting the generality of the foregoing, the Circulars must include (i) a copy of the Fairness Opinion, (ii) a statement that each of the Boards has, after receiving legal and financial advice, unanimously recommended that (A) each of the Boards approves the Arrangement Agreement and (B) the Shareholders vote in favour of the Corporation Arrangement Resolution or the SIL Arrangement Resolution, as applicable, and (iii) a statement that each of the Boards has unanimously determined that the Arrangement is in the best interests of Corporation and SIL and that the consideration under the Arrangement is fair to Shareholders.

Circulars. (a) As promptly as practicable after The Company hereby approves of and consents to the date Offer and to the inclusion in the Bid Circular of this Agreementreference to the determinations, but approvals and recommendations of the Company's board of directors (the "Board") and of Yorkton Securities Inc. referred to in any event no later than within two Business Days thereaftersection 6(dd) hereof. The Company agrees to prepare and file in accordance with all applicable laws and make available for mailing, Corporation shall prepare concurrently and together with the Corporation Bid Circular, together sufficient copies of a directors' circular meeting the requirements of Canadian securities laws, in both the English and French languages as circumstances may require (collectively, the "Directors' Circular"). Prior to the final approval of the Directors' Circular by the Board, the Company shall provide the Purchaser with a reasonable opportunity to review and comment on the form of the Directors' Circular, the Purchaser recognizing that whether any such comments are appropriate will be determined by the Board, acting reasonably. The Company agrees to provide the Purchaser and its counsel in writing with any other documents required by comments that the Company receives from the applicable Law securities regulatory authorities in Canada or the United States on the Directors' Circular or in connection with the Corporation Meeting and the Plan of Arrangement, and Corporation shall, promptly after the receipt of the Interim Order, use commercially reasonable efforts to cause the Corporation Offer. The Directors' Circular and all other documentation information supplied by the Company for inclusion in the Bid Circular and any amendments or supplements thereto, at the time filed with applicable securities regulatory authorities or first published, sent or given to Shareholders, as the case may be, shall not contain any misrepresentation (as defined in the Securities Act) or contain any untrue statement of a material fact or omit to state any material fact required in connection with the Corporation Meeting to be sent stated therein or necessary in order to each make the statements therein, in the light of the Corporation Securityholderscircumstances under which they were made, the auditors of Corporation and any other Person as required by the Interim Order, in each case so as to permit the Corporation Meeting to be held by the date specified in Section 2.2not misleading. (b) As promptly as practicable after The Company hereby agrees to cause TigerTel Services to prepare, approve, file and mail to each of the date holders of Exchangeable Shares, in accordance with all applicable laws, the Meeting Circular. The Company agrees to cause the Meeting Circular to be mailed within 2 Business Days of the acceptance of this AgreementOffer by the Company. Prior to the final approval of the Meeting Circular by the Board of Directors of TigerTel Services, but in any event no later than within two Business Days thereafter, SIL the Company shall prepare cause TigerTel Services to provide the SIL Purchaser with a reasonable opportunity to review and comment on the form of the Meeting Circular, together the Purchaser recognizing that whether any such comments are appropriate will be determined by the Board of Directors of TigerTel Services, acting reasonably. The Company agrees to provide the Purchaser and its counsel in writing with any other documents required by comments that TigerTel Services receives from the applicable Law regulatory authorities in Canada or the United States on the Meeting Circular or in connection with the SIL Meeting and the Plan of Arrangement, and SIL shall, promptly after the receipt of the Interim Order, use commercially reasonable efforts to cause the SIL Circular and all other documentation required in connection with the SIL Meeting to be sent to each of the SIL Shareholders, the auditors of SIL and any other Person as required by the Interim Order, in each case so as to permit the SIL Meeting to be held by the date specified in Section 2.2Exchangeable Share Redemption. (c) The Silanis Companies shall ensure that the Circulars comply in all material respects with Law and the Interim Order and provide the Corporation Securityholders and the SIL Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Meetings. Without limiting the generality of the foregoing, the Circulars must include (i) a copy of the Fairness Opinion, (ii) a statement that each of the Boards has, after receiving legal and financial advice, unanimously recommended that (A) each of the Boards approves the Arrangement Agreement and (B) the Shareholders vote in favour of the Corporation Arrangement Resolution or the SIL Arrangement Resolution, as applicable, and (iii) a statement that each of the Boards has unanimously determined that the Arrangement is in the best interests of Corporation and SIL and that the consideration under the Arrangement is fair to Shareholders.

Circulars. (a) a. As promptly as reasonably practicable after the date execution of this Agreement, but in any event no later than within two Business Days thereafter, Corporation the Company and Opco shall prepare and complete, in consultation with the Corporation Purchaser, each of the Company Circular and the Opco Circular, together with the Letter of Transmittal and Election Forms and any other documents required by the OBCA or the CBCA and any other applicable Law Laws in connection with the Corporation Company Meeting or the Opco Meeting, respectively, and the Plan of ArrangementArrangements, and Corporation the Company and Opco shall, as promptly as reasonably practicable after obtaining the receipt of Company Interim Order and the Opco Interim Order, use commercially reasonable efforts to Order cause the Corporation Company Circular and all the Opco Circular, as the case may be, the Letter of Transmittal and Election Forms and other documentation required in connection with the Corporation Meeting Meetings to be sent to each of the Corporation Securityholders, the auditors of Corporation Shareholder and any other Person Persons as required by the Company Interim OrderOrder and the Opco Interim Order and applicable Laws, in each case so as to permit the Corporation Company Meeting and the Opco Meeting to be held within the time required by the date specified in Section 2.22.3(a). (b) As promptly as practicable after the date of this Agreement, but in any event no later than within two Business Days thereafter, SIL shall prepare the SIL Circular, together with any other documents required by applicable Law in connection with the SIL Meeting b. The Company and the Plan of Arrangement, and SIL shall, promptly after the receipt of the Interim Order, use commercially reasonable efforts to cause the SIL Circular and all other documentation required in connection with the SIL Meeting to be sent to each of the SIL Shareholders, the auditors of SIL and any other Person as required by the Interim Order, in each case so as to permit the SIL Meeting to be held by the date specified in Section 2.2. (c) The Silanis Companies Opco shall ensure that the Circulars Company Circular and the Opco Circular, as applicable, comply in all material respects with Law all applicable Laws and will provide Company Shareholders and Opco Shareholders, as the Interim Order and provide the Corporation Securityholders and the SIL Shareholders case may be, with information in sufficient information detail to permit them to form a reasoned judgement judgment concerning the matters to be placed before them at the MeetingsCompany Meeting or the Opco Meeting, as applicable. Without limiting the generality Each of the foregoing, Company Circular and the Circulars must include Opco Circular will include: (i) a copy the unanimous recommendation of the Fairness OpinionCompany Board or the Opco Board, (ii) a statement that each of the Boards hasas applicable, after receiving legal and financial advice, unanimously recommended that (A) each of Company Shareholders and Opco Shareholders, as the Boards approves the Arrangement Agreement and (B) the Shareholders case may be, vote in favour of the Corporation Company Arrangement Resolution or and the SIL Opco Arrangement Resolution, as applicable, (ii) the terms and conditions of each of the Company Plan of Arrangement and the Opco Plan of Arrangement, as applicable, and (iii) a statement that each Locked-Up Holder has executed a lock-up agreement providing that such Persons will vote all of such Person’s Purchased Securities in favour of the Boards has unanimously determined Company Arrangement Resolution and the Opco Arrangement Resolution, as applicable, and against any resolution submitted by any Shareholder that is inconsistent with the Company Arrangement is or the Opco Arrangement, as applicable, and not to exercise any Dissent Rights. c. The Purchaser and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Circulars, the Letter of Transmittal and Election Forms and other documents related thereto, and reasonable consideration shall be given to any comments made by the Purchaser and its legal counsel, provided that all information relating solely to the Purchaser included in the best interests Circulars shall be in form and content satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of Corporation the Circulars and SIL and that the consideration under the Arrangement is fair accompanying meeting materials prior to mailing to Shareholders. d. The Company shall promptly notify the Purchaser if it becomes aware that either of the Circulars or any accompanying meeting materials require an amendment or supplement. The Parties (other than the Vendors’ Representative) shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly mail or cause to be electronically disseminated any such amendment or supplement to Shareholders and other Persons as required by the applicable Interim Order and applicable Laws.