Common use of Directors’ Circular Clause in Contracts

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. 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 Laws, including 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 in section 2.3(b) and include a copy of the Fairness Opinion. The Company Offeror and its advisors shall provide the Offeror with a draft copy of be given an opportunity to review and comment on 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 recognizing that whether or not such comments are applicable appropriate will be determined by the Company as the contents Board of the Directors' Circular and Schedule 14D-9 is the responsibility of the Company, acting reasonably. The Directors' ’ Circular and Schedule 14D-9 will be filed by the Company with the regulatory authorities and contemporaneously with the Bid Circular applicable Securities Authorities and the Company shall deliver Director’s Circular will be disseminated to the Offeror (or as it directs) sufficient commercial copies of the Directors' Circular for mailing to Shareholders and Optionholders 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 Securities Authorities and disseminated to the ShareholdersShareholders and Optionholders, to the extent required by any applicable Law, including applicable Securities Laws. The Company agrees to amend the Schedule 14D-9 from time to time in accordance with the requirements of Rule 14d-9 under the Exchange Act. The Company shall provide the Offeror with copies of any written comments and notification of any oral comments that the Company or its counsel receives from any applicable Securities Authority with respect to the Directors’ Circular or Schedule 14D-9 promptly after receipt of such comments. The Company shall use its commercially reasonable efforts to respond to such comments promptly, shall provide the Offeror with a reasonable opportunity to participate in all communications with any applicable Securities Authority, including meetings and telephone conferences, relating to the Directors’ Circular and/or Schedule 14D-9 or any amendment or supplement thereto and shall provide the Offeror copies of any written responses and telephone notification of any verbal responses by the Company or its counsel in respect of such communications.

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.