Information Circular. If proxies are solicited from Limited Partners in connection with a meeting of Partners, the Person or Persons soliciting those proxies will prepare an information circular which will contain, to the extent that it is relevant and applicable, the information prescribed for information circulars by the Securities Act (Ontario) and applicable rules and regulations thereunder and the information prescribed for proxy statements pursuant to the U.S. Securities Exchange of 1934, as amended, and applicable rules and regulations thereunder.
Information Circular. Caracara shall: promptly prepare and complete, in collaboration with the Company, the Information Circular together with any other documents required by applicable Laws in connection with the Caracara Meeting, and Caracara shall cause the Circular and such other documents to be filed and sent to each Caracara Shareholder and other Person as required by applicable Laws, in each case so as to permit the Caracara Meeting to be held by the date agreed to by the Parties; ensure that the Circular complies in material respects with applicable Laws, does not contain any misrepresentation (other than in respect of Company Meeting Materials and Listing Statement Disclosure for which the Company is responsible) and provides the Caracara Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Caracara Meeting and to comply with applicable Canadian Securities Laws and the rules and policies of the CSE. Without limiting the generality of the foregoing, the Circular must include (i) a statement that the Caracara Board has unanimously, after receiving legal and financial advice, determined that the Transaction, including the Share Consolidation, the Share Reorganization and the Name Change, is in the best interests of Caracara and recommends that the Caracara Shareholders vote in favour of the Transaction, including the Share Consolidation, the Share Reorganization and the Name Change (the “Board Recommendation”), and (ii) a statement that each director and senior officer of Caracara intends to vote all of such individual’s Caracara Common Shares in favour of the Transaction, including the Share Consolidation, the Share Reorganization and the Name Change and against any resolution submitted by any Caracara Shareholder that is inconsistent with the Share Consolidation, the Share Reorganization and the Name Change; and shall promptly notify the Company if it becomes aware that the Circular contains a misrepresentation, or otherwise requires an amendment or supplement. Caracara shall co- operate in the preparation of any such amendment or supplement as required or appropriate, and Caracara shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Caracara Shareholders and, if required by Law, file the same with the Securities Authorities or any other Governmental Entity as required.
Information Circular. The information in the Information Circular relating to Bayswater will be true, correct and complete in all material respects. The information in the Information Circular relating to Bayswater will not contain any untrue statement of any material fact, nor does it omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the context in which they were made. The description of the business of Bayswater, its financial condition, assets and properties in the Information Circular will contain sufficient detail to permit holders of NCA Shares to form a reasoned judgment in respect of the Arrangement and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make such description not misleading. None of the representations, warranties or statements of fact made in this Section 3.2 in relation to Bayswater contain any untrue statement of a material fact or omit to state any material fact necessary to make any such warranty or representation not misleading.
Information Circular. If proxies are solicited from the Limited Partners, the Person or Persons soliciting such proxies will prepare an information circular, and if such information circular is delivered to the General Partner at least 21 days before any such meeting, the General Partner will cause the information circular to be sent to Limited Partners whose proxies are solicited at least 14 days prior to the meeting. An information circular will contain, to the extent that it is relevant and applicable, the information prescribed for information circulars by Applicable Securities Law.
Information Circular. Jenex covenants to file the Information Circular and related documentation and Thermo covenants to file with its shareholders an information circular and related documentation in all jurisdictions where the same is required and to mail the same to the appropriate persons in accordance with applicable law, subject to regulatory approval.
Information Circular. (a) Subject to the Purchaser and Digital River complying with Section 2.5(d), the Company will, in consultation with the Purchaser and Digital River:
(i) as soon as reasonably practicable after the execution of this Agreement, prepare the Information Circular together with any other documents required by the BCBCA or Applicable Laws in connection with the approval of the Arrangement Resolution by the Shareholders at the Company Meeting;
(ii) as soon as reasonably practicable after the date of this Agreement, and, in any event, not later than 15 Business Days after the date of this Agreement, cause the Information Circular to be filed with the SEC, and use its reasonable best efforts to resolve (and will communicate to the Purchaser and Digital River and cooperate with the Purchaser and Digital River in resolving) all SEC comments with respect to the Information Circular as promptly as practicable after receipt thereof;
(iii) as soon as reasonably practicable, and in any event, not later than 5 Business Days after the clearance of all SEC comments (or, if earlier, the date on which the SEC notifies the Company that it will not review the Information Circular or the expiration of the 10-day period for the SEC to provide such notice), the Company will apply for, and submit the Information Circular in connection with the Interim Order; and
(iv) as soon as reasonably practicable after the issuance of the Interim Order, and, in any event, not later than 5 Business Days following such issuance, cause the Information Circular to be sent to the Shareholders and filed as required by the Interim Order and Applicable Laws.
(b) The Company shall ensure that the Information Circular complies in all material respects with Applicable Laws, and, without limiting the generality of the foregoing, that the Information Circular (including with respect to any information incorporated therein by reference) complies with the requirements of all United States Securities Laws and 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 the Purchaser and Digital River) and will provide the Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at ...
Information Circular. None of the Information Circular or the other documents to be filed with the Canadian Securities Authorities or other Governmental Authorities in connection with the Transactions (the “Other Filings”) (other than information supplied or to be supplied by or on behalf of Parent or Subco in writing specifically for inclusion therein), at the respective time filed with the Canadian Securities Authorities or such other Governmental Authority, and, in addition, in the case of the Information Circular, at the date it is first mailed to the Securityholders or at the time of the Meeting, contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Information Circular (except for those portions relating to Parent or Subco) at the time of the mailing thereof to the Securityholders will comply as to form in all material respects with the provisions of the applicable Securities Laws.
Information Circular. The Company has provided to the Subscriber, and the Subscriber hereby acknowledges receipt of, an information circular describing, among other things, the material risks associated with the purchase of a single share of the Company.
Information Circular. As promptly as practicable after the execution and delivery of this Agreement, and in any event within 90 days thereafter, ADSX and the Corporation shall prepare the Circular together with any other documents required by the Securities Act or other applicable Laws in connection with the Arrangement, and the Corporation shall cause the Circular and other documentation required in connection with the Meeting to be sent to each holder of Common Shares and filed as required by the Interim Order and applicable Laws. The Corporation shall not mail the Circular, or any amendment or supplement thereto, to which ADSX reasonably objects, provided that ADSX shall not advance any such objection based on any matter that the Corporation is required by law to disclose in the Circular, amendment or supplement. The Corporation covenants that the information to be contained in the Circular or any amendment thereto (including any information referred to therein or incorporated therein by reference) relating to the Corporation and the Subsidiaries will be accurate and complete in all material respects as at the date thereof and will not contain a misrepresentation (as such term is defined in the Securities Act) as at such date. ADSX covenants that the information to be contained in the Circular or any amendment thereto (including any information referred to therein or incorporated therein by reference) relating to ADSX will be accurate and complete in all material respects as at the date thereof and will not contain a misrepresentation (as such term is defined in the Securities Act) as at such date.
Information Circular. The Seller understands that the Buyer is required to provide disclosure regarding the Seller, its business and the Assets to its shareholders in the form of an information circular (the "Buyer's Information Circular") prepared in accordance with applicable laws. The information regarding the Seller, its business and the Assets to be contained in the Buyer's Information Circular Agreement, and to be provided by the Seller, together with all information set forth in this Agreement, including the financial statements delivered and to be delivered to the Buyer, shall not contain any misrepresentation as defined under the Securities Act (British Columbia).
