Common use of Company Shareholder Meeting; Proxy Statement Clause in Contracts

Company Shareholder Meeting; Proxy Statement. The Company shall, in accordance with Applicable Laws and its organizational documents, cause a meeting of its shareholders (the “Company Shareholder Meeting”) to be duly called and held as soon as reasonably practicable (and in any event within 45 days) after clearance of the Form F-4 and the Joint Proxy Statement/Prospectus contained therein by the SEC for the purpose of obtaining the Company Shareholder Approval, and shall comply with all legal requirements applicable to such meeting; provided that such Company Shareholder Meeting shall be held on a date, mutually agreed between the Company and Parent consistent with their obligations under Section 6.02 and Section 7.03, occurring after the sixteenth day of any calendar month. Subject to Section 6.03, the board of directors of the Company shall (i) recommend approval and adoption of this Agreement by the Company’s shareholders and include the Company Board Recommendation in the Joint Proxy Statement/Prospectus and (ii) use its reasonable best efforts to obtain the Company Shareholder Approval. Without limiting the generality of the foregoing, unless and until this Agreement is terminated in accordance with its terms, this Agreement and the Mergers shall be submitted to the Company’s shareholders at the Company Shareholder Meeting, notwithstanding (A) any Adverse Recommendation Change or (B) the making of any Company Acquisition Proposal (whether or not publicly made). The Company shall not, without the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Shareholder Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Shareholder Meeting, after consultation with Parent, if the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to achieve quorum or obtain the Company Shareholder Approval at the Company Shareholder Meeting (including any adjournment or postponement thereof), or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the board of directors of the Company has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed by the Company’s shareholders prior to the Company Shareholder Meeting (including any adjournment or postponement thereof). Subject to the requirement that the Company Shareholder Meeting shall be held on a date occurring after the sixteenth day of any calendar month, after an Adverse Recommendation Change, Parent may require the Company to adjourn or postpone the Company Stockholder Meeting once for a period not to exceed 15 days (but prior to the date that is 10 Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Stockholder Approval at the Company Stockholder Meeting (including any adjournment or postponement thereof). After the Company has established a record date for the Company Stockholder Meeting, the Company shall not change such record date or establish a different record date for the Company Stockholder Meeting without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), unless the board of directors of the Company determines in good faith, after considering advice from outside legal counsel to the Company, that such change is necessary under Applicable Law or the Company’s organizational documents. Without the prior written consent of Parent, the adoption of this Agreement and the transactions contemplated hereby (including the Mergers) shall be the only matter (other than matters of procedure and matters required by Applicable Law to be voted on by the Company’s shareholders in connection with the approval of this Agreement and the transactions contemplated hereby) that the Company shall propose to be acted on by the shareholders of the Company at the Company Shareholder Meeting (including any adjournment or postponement thereof).

Company Shareholder Meeting; Proxy Statement. (a) The Company shall, shall in accordance with Applicable Laws applicable Law: (i) duly call, give notice of, convene and its organizational documents, cause hold a special meeting of its shareholders as soon as reasonably practicable following the mailing of the Proxy Statement to the Company’s shareholders, for the purpose of considering and taking action upon this Agreement (the “Company Shareholder Meeting”); (ii) prepare and file with the SEC a preliminary proxy statement relating to the Merger and this Agreement and use its reasonable best efforts to obtain and furnish the information required to be included by the SEC in the Proxy Statement and respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and cause a definitive proxy statement (together with any amendments and supplements thereto, the “Proxy Statement”) to be duly called mailed to its shareholders at the earliest practicable time following the execution of this Agreement; provided, however; that Parent, Merger Sub and held as soon as reasonably practicable (and in any event within 45 days) after clearance of the Form F-4 and the Joint Proxy Statement/Prospectus contained therein by the SEC for the purpose of obtaining the Company Shareholder Approval, and shall comply with all legal requirements applicable to such meeting; provided that such Company Shareholder Meeting their counsel shall be held given the reasonable opportunity to review and comment on a date, mutually agreed between such filings and responses before they are filed with the Company and Parent consistent with their obligations under Section 6.02 and Section 7.03, occurring after SEC; (iii) include in the sixteenth day of any calendar month. Subject to Section 6.03, Proxy Statement (A) the board of directors opinion of the Company shall Financial Advisor referred to in Section 3.25 and (iB) recommend approval and the recommendation of the Company Board of Directors that shareholders of the Company vote in favor of the adoption of this Agreement by the Company’s shareholders and include Agreement, unless, pursuant to Section 5.2(d), the Company Board of Directors (or the applicable committee thereof) has made an Adverse Recommendation in the Joint Proxy Statement/Prospectus and Change; and (iiiv) use its reasonable best efforts to obtain the Company Shareholder Approval. Without limiting the generality solicit from holders of Shares proxies in favor of the foregoingMerger and take all actions reasonably necessary or, unless and until this Agreement is terminated in accordance with its termsthe reasonable opinion of Merger Sub, this Agreement and advisable to secure the Mergers shall be submitted to approval of shareholders required by the PBCL, the Company’s shareholders at Articles of Incorporation and any other applicable Law to effect the Merger, unless, pursuant to Section 5.2(d), the Company Shareholder Meeting, notwithstanding Board of Directors (Aor the applicable committee thereof) any Adverse Recommendation Change or (B) the making of any Company Acquisition Proposal (whether or not publicly made). The Company shall not, without the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Shareholder Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Shareholder Meeting, after consultation with Parent, if the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to achieve quorum or obtain the Company Shareholder Approval at the Company Shareholder Meeting (including any adjournment or postponement thereof), or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the board of directors of the Company has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed by the Company’s shareholders prior to the Company Shareholder Meeting (including any adjournment or postponement thereof). Subject to the requirement that the Company Shareholder Meeting shall be held on a date occurring after the sixteenth day of any calendar month, after made an Adverse Recommendation Change, Parent may require the Company . (b) Subject to adjourn or postpone the Company Stockholder Meeting once for a period not its right to exceed 15 days (but prior to the date that is 10 Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Stockholder Approval at the Company Stockholder Meeting (including any adjournment or postponement thereof). After the Company has established a record date for the Company Stockholder Meetingterminate this Agreement in accordance with Section 8.1, the Company shall be required to take the actions specified in Sections 6.1(a)(i), 6.1(a)(ii) and 6.1(a)(iii)(A), and satisfy all its other obligations under this Agreement, whether or not change such record date or establish a different record date for the Company Stockholder Meeting without the prior written consent Board of Parent Directors (which consent shall not be unreasonably withheld, conditioned or delayed), unless the board of directors of the Company determines in good faith, after considering advice from outside legal counsel to the Company, that such change is necessary under Applicable Law or the Company’s organizational documents. Without applicable committee thereof) has made an Adverse Recommendation Change after the prior written consent of Parent, the adoption of this Agreement and the transactions contemplated hereby (including the Mergers) shall be the only matter (other than matters of procedure and matters required by Applicable Law to be voted on by the Company’s shareholders in connection with the approval of this Agreement and the transactions contemplated hereby) that the Company shall propose to be acted on by the shareholders of the Company at the Company Shareholder Meeting (including any adjournment or postponement thereof)date hereof.

Company Shareholder Meeting; Proxy Statement. (i) The Company shall, in accordance with Applicable Laws and its organizational documents, shall cause a meeting of its shareholders (the “Company Shareholder Meeting”) to be duly called and held as soon as reasonably practicable (and in any event within 45 days) after clearance of the Form F-4 and the Joint Proxy Statement/Prospectus contained therein by the SEC date hereof for the purpose of obtaining approving the issuance of the Securities. The majority of the board of directors of the Company (the “Company Board”) shall (A) recommend (“Company Board Recommendation”) to the Company’s shareholders their approval of the issuance of the Securities by the Company’s shareholders (“Shareholder Approval”), (B) use its reasonable best efforts to obtain the Shareholder Approval, (C) not effect an Adverse Recommendation Change (as defined below), and shall (D) otherwise comply with all legal requirements applicable to such meeting; provided that such Company Shareholder Meeting shall be held on a date. (ii) As soon as practicable following the date hereof, mutually agreed between the Company and Parent consistent with their obligations under Section 6.02 and Section 7.03, occurring after the sixteenth day of any calendar month. Subject to Section 6.03, the board of directors of the Company shall prepare, and, within thirty (i30) recommend approval and adoption days following the date hereof, the Company shall file with the Commission a preliminary proxy statement (“Proxy Statement) for use in connection with the solicitation of this Agreement by proxies from the Company’s shareholders for use at the Shareholder Meeting. The Company and include Purchaser, as the case may be, shall furnish all information concerning the Company, on the one hand, and Purchaser (and their respective affiliates, as applicable), on the other hand, as may reasonably be required in connection with the preparation and filing with the Commission of the Proxy Statement. Subject to Applicable Law, the Company Board Recommendation in the Joint Proxy Statement/Prospectus and (ii) shall use its reasonable best efforts to obtain cause the Company Shareholder Approval. Without limiting the generality of the foregoing, unless and until this Agreement is terminated in accordance with its terms, this Agreement and the Mergers shall Proxy Statement to be submitted disseminated to the Company’s shareholders at as promptly as practicable following the filing thereof with the Commission and confirmation from the Commission that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company Shareholder Meetingand Purchaser shall promptly correct any information provided by it or any of its respective directors, notwithstanding officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the Commission and disseminated to the Company’s shareholders, as and to the extent required by Applicable Law. The Company shall provide Purchaser and its counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the Commission, and the Company shall give reasonable and good faith consideration to any comments made by Purchaser and its counsel (A) it being understood that Purchaser and its counsel shall provide any Adverse Recommendation Change or (B) the making of any Company Acquisition Proposal (whether or not publicly madecomments thereon as soon as reasonably practicable). The Company shall notpromptly provide in writing to Purchaser and its counsel any comments or other communications, without the prior whether written consent of Parent, adjourn, postpone or otherwise delay the Company Shareholder Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Shareholder Meeting, after consultation with Parent, if the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to achieve quorum or obtain the Company Shareholder Approval at the Company Shareholder Meeting (including any adjournment or postponement thereof), or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the board of directors of the Company has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed by the Company’s shareholders prior to the Company Shareholder Meeting (including any adjournment or postponement thereof). Subject to the requirement that the Company Shareholder Meeting shall be held on a date occurring after the sixteenth day of any calendar month, after an Adverse Recommendation Change, Parent may require the Company to adjourn or postpone the Company Stockholder Meeting once for a period not to exceed 15 days (but prior to the date that is 10 Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Stockholder Approval at the Company Stockholder Meeting (including any adjournment or postponement thereof). After the Company has established a record date for the Company Stockholder Meetingoral, the Company shall not change such record date or establish a different record date for its counsel may receive from the Company Stockholder Meeting without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned Commission or delayed), unless the board of directors of the Company determines in good faith, after considering advice from outside legal counsel its staff with respect to the CompanyProxy Statement promptly after such receipt, that such change is necessary under Applicable Law or the Company’s organizational documents. Without the prior written consent of Parent, the adoption of this Agreement and the transactions contemplated hereby (including the Mergers) shall be the only matter (other than matters of procedure and matters required by Applicable Law to be voted on by the Company’s shareholders in connection with the approval of this Agreement and the transactions contemplated hereby) that the Company shall propose provide Purchaser and its counsel a reasonable opportunity to be acted on by participate in the shareholders formulation of any response to any such comments of the Company at Commission or its staff (including a reasonable opportunity to review and comment on any such response, and the Company Shareholder Meeting (including shall give reasonable and good faith consideration to any adjournment comments made by Purchaser and its counsel) and to participate in any discussions with the Commission or postponement thereof)its staff regarding any such comments.

Company Shareholder Meeting; Proxy Statement. (a) The Company shall, in accordance with Applicable Laws and its organizational documents, shall cause a meeting of its shareholders (the “Company Shareholder Meeting”) to be duly called and held as soon as reasonably practicable (and in any event within 45 days) after clearance of the Form F-4 and the Joint Proxy Statement/Prospectus contained therein by the SEC date hereof for the purpose of obtaining voting on the Company Shareholder Approval, and shall comply with all legal requirements applicable to such meeting; provided that such Company Shareholder Meeting shall be held on a date, mutually agreed between the Company and Parent consistent with their obligations under Section 6.02 and Section 7.03, occurring after the sixteenth day of any calendar monthCommon Stock Issuance. Subject to Section 6.035.03, the board of directors of the Company Board shall (i) recommend to the Company’s shareholders their approval and adoption of this Agreement the Common Stock Issuance by the Company’s shareholders and include the Company Board Recommendation in the Joint Proxy Statement/Prospectus and shareholders, (ii) use its reasonable best efforts to obtain the Company Shareholder Approval, (iii) not effect an Adverse Recommendation Change and (iv) otherwise comply with all legal requirements applicable to such meeting. (b) Promptly upon request, Buyer shall use reasonable best efforts to provide such information reasonably requested by the Company for inclusion in the Proxy Statement. As soon as practicable after the date hereof (and in accordance with Section 5.02(d)), the Company shall prepare and file the Proxy Statement with the SEC. Subject to Section 5.03, the Proxy Statement shall include the recommendation of the Company Board in favor of approval by the Company’s shareholders of the Common Stock Issuance. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its shareholders as soon as practicable after the date hereof. The Company shall promptly provide copies, consult with Buyer and prepare written responses with respect to any written comments received from the SEC with respect to the Proxy Statement and advise Buyer of any oral comments received from the SEC. The Company shall ensure that the Proxy Statement complies in all material respects with the rules and regulations promulgated by the SEC under the 1934 Act, the Canada Business Corporations Act and applicable Canadian securities laws. The Company shall use its reasonable best efforts to cause the shares of Common Stock to be issued to Buyer pursuant to the transactions contemplated hereby to be listed on the NASDAQ Capital Market, subject to official notice of issuance and the timing of the completion of the Consolidation. (c) The Company and Buyer shall make all necessary filings with respect to this Agreement and the transactions contemplated hereby under the 1933 Act and the 1934 Act and applicable state “blue sky” laws, applicable Canadian securities laws and the rules and regulations thereunder. If, at any time prior to the Closing Date, any information relating to the Company or Buyer, or any of their respective Affiliates, officers or directors should be discovered by the Company or Buyer that should be set forth in an amendment or supplement to the Proxy Statement so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party hereto that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and on SEDAR and, to the extent required by law, disseminated to the shareholders of the Company. (d) The Company and Buyer shall cooperate with each other in preparing and setting mutually acceptable dates for the filing of the Proxy Statement with the SEC and on SEDAR (and any supplements or amendments thereto, and its distribution to the shareholders of the Company. Without limiting the generality of the foregoing, unless (i) Buyer and until this Agreement is terminated in accordance with its terms, this Agreement and the Mergers counsel shall be submitted given a reasonable opportunity to review and comment on the Company’s shareholders at Proxy Statement (and any supplements or amendments thereto) each time before it is filed with the SEC or on SEDAR, and reasonable and good faith consideration shall be given to any comments made by Buyer and its counsel, and (ii) the Company Shareholder Meeting, notwithstanding shall provide Buyer and its counsel with (A) any Adverse Recommendation Change comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement (and any supplements or amendments thereto) promptly after receipt of those comments or other communications and (B) a reasonable opportunity to participate in the making of any Company Acquisition Proposal response to those comments and to provide comments on that response (whether or not publicly made). The Company shall not, without the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Shareholder Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Shareholder Meeting, after consultation with Parent, if the Company believes in to which reasonable and good faith that such adjournment consideration shall be given), including by participating in any discussions or postponement is reasonably necessary meetings with the SEC. No amendment or supplement to allow the Proxy Statement shall be filed without first giving Buyer a reasonable additional opportunity and period of time to (x) solicit additional proxies necessary review the same and provide comments on the same, to achieve quorum or obtain the Company Shareholder Approval at the Company Shareholder Meeting (including any adjournment or postponement thereof), or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the board of directors of the Company has determined in which reasonable and good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed by the Company’s shareholders prior to the Company Shareholder Meeting (including any adjournment or postponement thereof). Subject to the requirement that the Company Shareholder Meeting consideration shall be held on a date occurring after the sixteenth day of any calendar month, after an Adverse Recommendation Change, Parent may require the Company to adjourn or postpone the Company Stockholder Meeting once for a period not to exceed 15 days (but prior to the date that is 10 Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Stockholder Approval at the Company Stockholder Meeting (including any adjournment or postponement thereof). After the Company has established a record date for the Company Stockholder Meeting, the Company shall not change such record date or establish a different record date for the Company Stockholder Meeting without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), unless the board of directors of the Company determines in good faith, after considering advice from outside legal counsel to the Company, that such change is necessary under Applicable Law or the Company’s organizational documents. Without the prior written consent of Parent, the adoption of this Agreement and the transactions contemplated hereby (including the Mergers) shall be the only matter (other than matters of procedure and matters required by Applicable Law to be voted on by the Company’s shareholders in connection with the approval of this Agreement and the transactions contemplated hereby) that the Company shall propose to be acted on by the shareholders of the Company at the Company Shareholder Meeting (including any adjournment or postponement thereof)given.