Filing Statement. Vesta, with the assistance of UHC, Excelaron, Barisan and Mogul, with respect to the portions of the Filing Statement related to such parties, covenants and agrees to use commercially reasonable best efforts to prepare and finalize the Filing Statement, together with any other documents required by applicable securities and corporate Laws in connection with the Qualifying Transaction, and Vesta shall cause the Filing Statement to be filed as required by applicable Laws as soon as reasonably practicable, provided that the Filing Statement and other documentation required in connection with the Qualifying Transaction shall be filed only with UHC’s and Excelaron’s prior written consent (in connection with the Filing Statement, such consent shall be evidenced, in each case, by a fully executed certificate page).
Filing Statement. As promptly as practical following the execution of this Agreement, and in compliance with Applicable Laws (including Securities Laws) and the policies of the TSXV:
(a) A2 and MTI shall cooperate in the preparation of the Filing Statement and the filing of such Filing Statement with the applicable regulatory authorities not later than seven Business Days prior to the Effective Date (unless abridged by the TSXV);
(b) MTI and A2 each shall use all reasonable commercial efforts to expeditiously and in a timely manner furnish the information required by each Party to be included in the Filing Statement and each Party shall have had the reasonable opportunity to review and comment on the all such information. The information to be provided by each of A2 and MTI for use in the Filing Statement shall not contain any Misrepresentation;
(c) if, at any time before the Effective Date, either Party becomes aware that the Filing Statement contains a Misrepresentation or otherwise requires an amendment or supplement, such Party shall notify the other Parties and the Parties shall co-operate in the preparation and filing of any amendment or supplement to the Filing Statement as required or as appropriate;
(d) MTI shall indemnify and save harmless A2 and the directors, officers and agents of MTI from and against any and all liabilities, claims, demands, losses, costs, damages and expenses (excluding any loss of profits or consequential damages) to which A2, or any director, officer or agent thereof, may be subject or which A2, or any director, officer or agent thereof, may suffer or incur, whether under the provisions of any statute or otherwise, in any way caused by, or arising, directly or indirectly, from or in consequence of any Misrepresentation or alleged Misrepresentation in the Filing Statement (other than arising solely from any Misrepresentation or alleged Misrepresentation in the A2 Information, or the negligence of A2);
(e) A2 shall indemnify and save harmless MTI and the directors, officers and agents of A2 from and against any and all liabilities, claims, demands, losses, costs, damages and expenses (excluding any loss of profits or consequential damages) to which MTI, or any director, officer or agent thereof, may be subject or which MTI, or any director, officer or agent thereof, may suffer or incur, whether under the provisions of any statute or otherwise, in any way caused by, or arising, directly or indirectly, from or in consequence of any Misrepresent...
Filing Statement. (a) As promptly as reasonably practicable following execution of this Agreement, Telecure shall prepare and complete, in consultation with the Company as contemplated by this Section 2.06, the Filing Statement together with any other documents required by Securities Laws and Telecure shall cause the Filing Statement and such other documents required by Securities Laws to be filed with the Exchange and applicable securities regulatory authorities in accordance with Securities Laws.
(b) Telecure shall ensure that the Filing Statement complies in all material respects with applicable Securities Laws and does not contain any Misrepresentation regarding Telecure or Acquireco.
(c) The Company shall fully cooperate with Telecure in the preparation of the Filing Statement. The Company shall provide to Telecure all necessary information concerning the Company as required by Securities Laws, for inclusion in the Filing Statement as requested by Telecure. The Company shall also use commercially reasonable efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Filing Statement and to the identification in the Filing Statement of each such advisor. The Company shall ensure that any such information will not include any Misrepresentation concerning the Company.
(d) The Company and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Filing Statement and other related documents and reasonable consideration shall be given to any comments made by the Company and its legal counsel; provided that, all information relating solely to the Company included in the Filing Statement shall be in form and substance satisfactory to the Company, acting reasonably.
(e) The Company, on one hand, and Telecure and Acquireco, together, on the other hand, shall promptly notify each other upon becoming aware that the Filing Statement contains a Misrepresentation or otherwise requires an amendment or supplement and shall cooperate in the preparation of any amendment or supplement to the Filing Statement as required or appropriate and Telecure shall cause the Filing Statement and such other documents required by Securities Laws to be filed with applicable securities regulatory authorities in accordance with Securities Laws.
Filing Statement. (a) GTI shall furnish to Kick all such information concerning GTI, as may be reasonably required by Kick in the preparation of the Final Filing Statement and other documents related thereto, and GTI shall ensure that no such information provided by GTI for inclusion in the Final Filing Statement shall contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in order to make any information so furnished by GTI not misleading in light of the circumstances in which it is disclosed.
(b) GTI shall promptly notify Kick if, at any time before the Closing, the Final Filing Statement contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Final Filing Statement and the parties shall co-operate in the preparation of any amendment or supplement as required or as appropriate. Kick shall, subject to compliance by GTI with this Section 3.5(b), and, if required by the CSE or applicable laws, file any amendment or supplement to the Final Filing Statement with the applicable securities regulatory authority and as otherwise required.
Filing Statement. 12.1 The Purchaser will, subject to the prior review and approval of the Vendor (such approval not to be unreasonably withheld), prepare the Filing Statement (including supplements or amendments thereto). The Vendor will furnish to the Purchaser all information regarding the Vendor as may reasonably be required to be included in the Filing Statement pursuant to applicable law. Each of the Purchaser and the Vendor will:
(a) ensure that all information provided by it or on its behalf that is contained in the Filing Statement does not contain any misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated in the Filing Statement and necessary to make any statement that it contains not misleading in light of the circumstances in which it is made; and
(b) promptly notify the other Party if, at any time before the closing of the Qualifying Transaction, it becomes aware that the Filing Statement contains a misrepresentation, an untrue statement of material fact, omits to state a material fact required to be stated in those documents that is necessary to make any statement it contains not misleading in light of the circumstances in which it is made or that otherwise requires an amendment or a supplement to those documents.
Filing Statement. The Filing Statement, as and when filed on SEDAR and as it relates to BVT, constitutes full, true and plain disclosure of all material facts relating to the securities of BVT.
Filing Statement. The Filing Statement, as and when filed on SEDAR as it relates to UQ, contains full, true and plain disclosure of all material facts relating to the securities of UQ.
Filing Statement. In connection with the Proposed Transaction and pursuant to the requirements of the TSXV, Mind Cure and LNG Energy will file a filing statement on Mind Cure’s issuer profile on SEDAR (xxx.xxxxx.xxx), which will contain details regarding the Proposed Transaction, the Concurrent Financing, Mind Cure, LNG Energy and the Resulting Issuer. Additionally, a copy of the Arrangement Agreement will be available for review under Mind Cure’s issuer profile on SEDAR.
Filing Statement. (a) As soon as reasonably practicable, following the date of this Agreement, Blackstone and Lattice agree to prepare and complete (or coordinate the preparation and completion of) the Filing Statement together with any other documents required by Applicable Laws in connection with the Filing Statement and the Transaction.
(b) Blackstone will ensure that the Filing Statement complies in all material respects with all Applicable Laws, and, without limiting the generality of the foregoing, that the Filing Statement will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than in each case with respect to any information furnished by or on behalf of Lattice) and will provide Blackstone Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the Transaction (other than with respect to any information furnished by Lattice) and will include the unanimous recommendation of the Blackstone Board that Blackstone Shareholders provide the Blackstone Shareholder Approval, if required by the TSX-V.
(c) Lattice will ensure that the Filing Statement complies in all material respects with all Applicable Laws, and, without limiting the generality of the foregoing, that the Filing Statement will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than in each case with respect to any information furnished by or on behalf of Blackstone or the Blackstone Sub).
(d) The Parties will each timely furnish all such necessary information, records, financial statements, studies and other information concerning each Party, respectively, as may be reasonably required in the preparation of the Filing Statement and other documents related thereto.
(e) Lattice and its legal counsel will be given a reasonable opportunity to review and comment on the Filing Statement and other documents related thereto before they become final, and the Filing Statement will be in form and content satisfactory to Lattice, acting reasonably.
(f) Blackstone and its legal counsel will be given a reasonable opportunity to review and comment on the Filing Statement and other documents relat...
Filing Statement. Bravura shall, in a timely and expeditious manner, prepare, with the assistance of RedLion, and file with the TSXV the Filing Statement (which shall be in a form satisfactory to each of the Parties, acting reasonably), together with any other documents required by applicable Laws in accordance with all applicable Laws on the date of filing thereof, in the form and containing the information required by all applicable Laws and not containing any misrepresentation (as defined under applicable securities Laws and requirements) with respect thereto, other than with respect to any information relating to and provided by RedLion. Bravura shall, with the assistance of RedLion, promptly prepare and file with the TSXV such amendments or supplements to the Filing Statement, if any, as may be required by the TSXV or under applicable Laws.
