Directors’ Circular. The Company shall prepare the Directors' Circular and Schedule 14D-9 (in the case of the Directors' Circular, in both French and English) and in accordance with applicable Securities Laws. The Directors' Circular and Schedule 14D-9 will set forth (among other things) the recommendation of the Board of Directors as described above and include a copy of the Fairness Opinion. The Company shall provide the Offeror with a draft copy of the Directors' Circular and Schedule 14D-9 to be mailed to Shareholders prior to its printing, or filing, as applicable, on a confidential basis, and shall provide the Offeror with a reasonable opportunity to review and provide any comments thereon, it being understood however that whether or not such comments are applicable will be determined by the Company as the contents of the Directors' Circular and Schedule 14D-9 is the responsibility of the Company. The Directors' Circular and Schedule 14D-9 will be filed by the Company with the regulatory authorities and contemporaneously with the Bid Circular and the Company shall deliver to the Offeror (or as it directs) sufficient commercial copies of the Directors' Circular for mailing to Shareholders contemporaneously and together with the Bid Circular. The Directors' Circular and Schedule 14D-9 shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the US Exchange Act. The Company agrees promptly to correct the Directors' Circular and Schedule 14D-9 if and to the extent that it shall become false and misleading and to supplement the information contained therein to include any information that shall become necessary, in order to make the statements therein not misleading, in light of the circumstances under which they were made and the Company shall take all steps necessary to cause the Directors' Circular and Schedule 14D-9 as so corrected or supplemented, to be filed with all applicable regulatory authorities and disseminated to the Shareholders, to the extent required by any applicable Laws.
Directors’ Circular. (a) The Company hereby consents to the Offer as set forth in Section 2.1 and represents that its Board of Directors: (i) has approved this Agreement; (ii) has, following consultation with its financial and legal advisors, unanimously determined that the consideration per Common Share offered pursuant to the Offer is fair and is in the best interests of the Company and the Shareholders (other than the Offeror); and (iii) has unanimously resolved to recommend acceptance of the Offer to holders of Common Shares (collectively, the “Recommendation”), provided that the Offer is not amended except in accordance with the terms of this Agreement. The Company shall prepare the Directors’ Circular in accordance with Securities Laws and shall deliver sufficient copies of such Director’s Circular to the Offeror so as to permit the Offeror to mail a copy of the Director’s Circular to each Shareholder at the same time as the Bid Circular, Letter of Transmittal and Notice of Guaranteed Delivery are mailed. The Directors’ Circular will set forth (among other things) the determination referred to in Section 2.3(a)(ii) and the Recommendation, the Fairness Opinions and the intentions of the directors and officers of the Company referred to in Section 2.3(c). The Offeror and its advisors shall be given a reasonable opportunity to review and comment on the Directors’ Circular prior to its printing, recognizing that whether or not such comments are appropriate will be determined by the Board of Directors, acting reasonably.
(b) The Company represents that it has received oral confirmation that it will receive the Fairness Opinions which will state that the consideration to be offered to the Shareholders under the Offer is fair, from a financial point of view, to Shareholders (other than the Offeror), which opinions will be attached to the Directors’ Circular.
(c) The Company represents that the Board of Directors has been advised and believes that each of the directors and senior officers of the Company intends to tender or cause to be tendered to the Offer all Common Shares of which he or she is the beneficial owner. The Company represents that any restrictions imposed by the Company that would prevent any director or senior officer from tendering such Common Shares to the Offer have been waived or removed.
Directors’ Circular. Contact shall (i) prepare a directors' circular in both English and French together with any other documents required of Contact or its directors by Securities Laws in connection with the Offer, in each case as they may be amended, supplemented or otherwise modified (collectively, the "Directors' Circular") in a form acceptable to Stornoway, acting reasonably, and in compliance with the Securities Laws; (ii) subject to acquiring any required Regulatory Approvals in connection with mailing the Directors' Circular, use its reasonable commercial efforts to cause the Directors' Circular to be sent to each holder of Contact Shares, together with the Offer Documents prepared and sent by Stornoway; and
Directors’ Circular. COS shall prepare the COS Notice of Change in accordance with applicable Laws. The COS Notice of Change will set forth (among other things) the determinations and recommendation of the board of directors of COS on behalf of COS as described in Section 1.3(b) and include a copy of the Fairness Opinion. Suncor and its advisors shall be given an opportunity to review and comment on the COS Notice of Change (including the Fairness Opinion) and any supplements or amendments thereto, prior to its filing and printing, recognizing that whether or not such comments are appropriate will be determined by COS, acting reasonably. The COS Notice of Change will be filed by COS with the applicable Securities Regulators and delivered to COS Shareholders as otherwise required under Applicable Securities Laws and COS will use all reasonable commercial efforts to cause the COS Notice of Change to be disseminated to the registered holders of COS Shares and holders of securities convertible into COS Shares contemporaneously and together with the Suncor Notice of Variation.
Directors’ Circular. (1) The Company covenants to cooperate with Bidco and Parent and to take all reasonable action to support the Offer and to provide to Bidco and Parent on a confidential basis, a draft copy of any directors' circular (each, a "DIRECTORS' CIRCULAR") to be issued in respect of the Offer, prior to the mailing thereof, and to provide Bidco and Parent with a reasonable opportunity to review and provide comments thereon, recognizing that whether or not such comments are appropriate will be determined by the Company, acting reasonably. The Directors' Circular will reflect the determinations referred to in Section 1.7 and the Company will mail the Directors' Circular concurrently with the mailing by Bidco of the Take-over Bid Circular to the Shareholders.
(2) The Company shall file with the SEC, contemporaneously with the filing by Parent and Bidco of the Schedule TO, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any supplements or amendments thereto, the "SCHEDULE 14D-9") containing the recommendation of the Board of Directors of the Company in favour of the Offer and the approval of this Agreement.
Directors’ Circular. The Board of Directors of the Company shall have prepared and approved in final form, for mailing by the Company on the date the Takeover Bid Circular is mailed, the Directors' Circular, which circular shall contain the recommendation that Shareholders accept the Offer and a copy of the opinion from the Company's financial advisor, TD Securities Inc., that, as of the date hereof, the Offer is fair, from a financial point of view, to Shareholders.
Directors’ Circular. (a) The Company shall prepare and make available for distribution contemporaneously and together with the mailing of the Circular a directors' circular (the "Directors' Circular"), prepared in accordance with Applicable Securities Laws and delivered in accordance with Section 2.1(d)(v) . The Directors' Circular shall reflect the Board Approval and the agreement of the directors of the Company referred to in Section 2.4(c) and shall include written copies of each Fairness Opinion.
(b) Prior to printing the Directors' Circular, the Company shall provide the Offeror and its counsel with a reasonable opportunity to review and comment on the Directors' Circular and any related documents, recognizing that whether or not such comments are appropriate will be determined by the Company, acting reasonably. The Offeror shall provide to the Company for inclusion in the Directors' Circular such information regarding the Offeror as is required by Applicable Securities Laws to be included therein. The Offeror represents, warrants and covenants that any information it provides to the Company for inclusion in the Directors' Circular will be true, complete and correct in all material respects as at the date of the Directors' Circular and will not contain any misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading as of the date of the Directors' Circular.
Directors’ Circular. Viceroy shall (i) prepare and make available for distribution contemporaneously and together with the Offer Circular, a directors’ circular in both English and French together with any other documents required of Viceroy or its Board of Directors by Securities Laws in connection with the Offer, in each case as they may be amended, supplemented or otherwise modified (collectively, the “Directors’ Circular”) in a form acceptable to Yamana, acting reasonably, and in compliance with the Securities Laws; (ii) subject to obtaining any required Regulatory Approvals in connection with mailing the Directors’ Circular, use its reasonable commercial efforts to cause the Directors’ Circular to be sent to each beneficial holder of Common Shares, together with the Offer Documents prepared and sent by Yamana; and (iii) concurrently file the Directors Circular with the Securities Authorities as required by Securities Laws. Yamana and its counsel shall be given a reasonable opportunity to review the Directors’ Circular and comment thereon and shall be provided a final copy thereof prior to its mailing to Viceroy securityholders and filing with the Securities Authorities.
Directors’ Circular. The Company hereby approves of and consents to the Offer and to the inclusion in the Bid Circular of reference to the determinations, approvals and recommendations of the Company's board of directors (the "Board") and of Broadview International referred to in Sections 5(ee) and (ff) hereof. The Company agrees to prepare and file in accordance with all applicable laws and make available for mailing, concurrently and together with the Bid Circular, sufficient copies of a directors' circular meeting the requirements of Canadian securities laws, in both the English and French languages as circumstances may require, and a Schedule 14D-9F meeting the requirements of U.S. securities laws relating to the Offer (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 comments that the Company receives from the applicable securities regulatory authorities in Canada or the U.S. on the Directors' Circular or in connection with the Offer. The Directors' Circular and all 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 (Ontario)) or 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 the light of the circumstances under which they were made, not misleading.
Directors’ Circular. The Company hereby approves of and consents to the Offer and to the inclusion in the Bid Circular of reference to the determinations, approvals and recommendations of the Company's board of directors (the "Board") and of Sxxxxxx Xxxxx Bxxxxx Canada Inc. referred to in sections 6(cc) and (dd) hereof. The Company agrees to prepare and file in accordance with all applicable Laws and make available for mailing, concurrently and together with the Bid Circular, sufficient copies of a directors' circular meeting the requirements of Canadian securities laws, in both the English and French languages as circumstances may require, and a Schedule 14D-1F meeting the requirements of U.S. securities laws relating to the Offer (collectively, the "Directors' Circular"). Prior to the final approval of the Directors' Circular by the Board, the Company shall provide the Offeror with a reasonable opportunity to review and comment on the form of the Directors' Circular, the Offeror recognizing that whether any such comments are appropriate will be determined by the Board, acting reasonably. The Company agrees to provide the Offeror and its counsel in writing with any comments that the Company receives from the applicable securities regulatory authorities in Canada or the U.S. on the Directors' Circular or in connection with the Offer. The Directors' Circular and all 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 to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
