Common use of Information Circular Clause in Contracts

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. Caracara shall: promptly As soon as practicable after execution of this Agreement, the Company shall prepare the Information Circular; provided that Buyer Parent, Buyer and complete, in collaboration Merger Sub shall reasonably cooperate with the Company, Company in the preparation of the Information Circular. Buyer shall promptly provide the Company with such information regarding Buyer Parent and its Subsidiaries as may be reasonably requested by the Company to be included in the Information Circular. The Company shall give Buyer and its counsel a reasonable opportunity to review and comment on the Information Circular together with and any other documents required by applicable Laws in connection with mailed to the Caracara MeetingCompany Stockholders prior to their being mailed to the Company Stockholders and shall give Buyer and its counsel a reasonable opportunity to review and comment on all amendments and supplements to the Information Circular and any other documents mailed to the Company Stockholders and all responses to requests for additional information prior to their being mailed to Company Stockholders, and Caracara shall cause include in the Information Circular and any amendment or supplement to the Information Circular and any other documents mailed to the Company Stockholders such information that Buyer reasonably believes is necessary such that the Information Circular or such other documents to be filed and sent to each Caracara Shareholder and other Person document, as required by applicable Laws, in each the 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 Lawsmay be, does not contain any misrepresentation (other than information that is false or misleading in respect any material respect, any untrue statement of Company Meeting Materials and Listing Statement Disclosure for a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. As promptly as reasonably practicable after the preparation of the Information Circular, the Company is responsible) and provides shall cause the Caracara Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters Information Circular to be placed before mailed to the Caracara Meeting and to comply with applicable Canadian Securities Laws and the rules and policies Company Stockholders of record as of the CSE. Without limiting applicable record date established by the generality Board of Directors of the foregoingCompany. Each of Buyer Parent, Buyer and Merger Sub promptly shall notify the Circular must include Company of any information provided (ior omitted) 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”)by it, and (iiupon becoming aware of any necessary corrections) the Company shall correct any such information, and the Company shall correct any information provided (or omitted) by it, in each case, used in the Information Circular that shall have become false or misleading in any material respect to ensure that the Information Circular does not contain any untrue statement of a statement that each director and senior officer of Caracara intends material fact or omit to vote all of such individual’s Caracara Common Shares state a material fact necessary in favour order to make the statements therein, in the light of the Transactioncircumstances under which they are made, including the Share Consolidationnot misleading, the Share Reorganization and the Name Change and against any resolution submitted by any Caracara Shareholder that is inconsistent with Company shall take all steps necessary to cause the Share Consolidation, the Share Reorganization and the Name Change; and shall promptly notify Information Circular as so corrected to be disseminated to the Company if it becomes aware that the Circular contains a misrepresentationStockholders, or otherwise requires an amendment or supplement. Caracara shall co- operate as promptly as reasonably practicable, 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 each case to the Caracara Shareholders and, if extent required by applicable Law, file the same with the Securities Authorities or any other Governmental Entity as required.

Information Circular. Caracara shall: (i) Each of Bastion and Acclaro shall use all commercially reasonable efforts to prepare, as promptly prepare and complete, in collaboration with as practicable after the Companydate of this Agreement, the Information Circular Circular, together with any other documents required by applicable under Securities Laws in connection with the Caracara Bastion Meeting and the Acclaro Meeting. (ii) As soon as practicable after the date hereof, Acclaro shall call and Caracara hold the Acclaro Meeting and Acclaro shall cause mail the Information Circular and such all other documents to be filed and sent to each Caracara Shareholder and other Person as documentation required by applicable Laws, in each case so as to permit connection with the Caracara Acclaro Meeting to the Acclaro Shareholders. (iii) As soon as practicable after the date hereof, Bastion shall call and hold the Bastion Meeting and Bastion shall mail the Information Circular and all other documentation required in connection with the Bastion Meeting to the Bastion Shareholders. The Bastion Meeting shall be held by at the earliest practicable date agreed to by following 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 mailing of the CSE. Without limiting Information Circular. (iv) The Information Circular shall include, inter alia, the generality unanimous recommendation of the foregoing, the Circular must include (i) a statement board of directors of Bastion 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 its shareholders vote in favour of approval of the Transaction, including the Share Consolidation, the Share Reorganization Reverse Take-Over Resolution and the Name Change (Bastion Other Resolutions and the “Board Recommendation”), and (ii) a statement unanimous recommendation of the board of directors of Acclaro that each director and senior officer of Caracara intends to its shareholders vote all of such individual’s Caracara Common Shares in favour of approval of the TransactionAmalgamation Resolution. (v) Acclaro covenants that none of the information to be supplied by Acclaro for inclusion or incorporation by reference in the Information Circular will at the time of the mailing of the Information Circular 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, including in light of the Share Consolidationcircumstances under which they are made, not misleading. If at any time prior to the Share Reorganization Effective Time any event with respect to Acclaro or its officers and the Name Change and against any resolution submitted by any Caracara Shareholder directors shall occur that is inconsistent with required to be described in the Share ConsolidationInformation Circular, the Share Reorganization and the Name Change; and Acclaro shall promptly notify the Company if it becomes aware give prompt notice to Bastion of such event. (vi) Bastion covenants that the Information Circular contains a misrepresentation, will comply as to form in all material respects with Securities Laws and that none of the information to be supplied by Bastion for inclusion or otherwise requires an amendment or supplement. Caracara shall co- operate incorporation by reference in the preparation Information Circular will at the time of the mailing of the Information Circular contain any such amendment untrue statement of a material fact or supplement as omit to state any material fact required to be stated therein or appropriatenecessary in order to make the statements therein, and Caracara shall promptly mailin light of the circumstances under which they are made, file or otherwise publicly disseminate not misleading. If at any such amendment or supplement time prior to the Caracara Shareholders andEffective Time any event with respect to Bastion, if its officers and directors or Bastion Subco shall occur that is required by Lawto be described in the Information Circular, file the same with the Securities Authorities or any other Governmental Entity as requiredBastion shall give prompt notice to Acclaro of such event.

Information Circular. Caracara shall: (i) As promptly prepare as practicable after the execution and complete, in collaboration with the Companydelivery of this Agreement, the Information Circular Company will prepare the Circular, together with any other documents required by applicable Laws in connection with the Caracara MeetingArrangement, and Caracara in consultation with the GTY Parties. In the context of preparing the Circular, the Company will consider in good faith any comments provided by GTY. As promptly as practicable after the receipt of the Interim Order (and in any event by no later than one (1) day thereafter), the Company will deliver the final Circular to the GTY Parties. The GTY Parties shall have the right to review and approve any changes to the Circular made in connection with the Interim Order. As soon as practicable after the GTY Parties’ approval of the Circular (and in any event no later than one (1) Business Day thereafter), the Company shall cause the Circular and such all other documents documentation required in connection with the Company Shareholder Meeting to be filed and sent to each Caracara Shareholder of the Bonfire Holders and other Person be filed as required by the Interim Order and applicable Laws, in each case so as to permit the Caracara Meeting to be held by the date agreed to by the Parties; Law. (ii) The Company will ensure that the Circular complies in material respects with all applicable LawsLaws including securities Laws and, without limiting the generality of the foregoing, that the Circular does not contain any misrepresentation 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 with respect of Company Meeting Materials to any information relating to and Listing Statement Disclosure for which provided by the Company GTY Parties or any third party that 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 not an Affiliate of the CSECompany). Without limiting the generality of the foregoing, the Circular must include Company will ensure that the Circular: (i) provides Bonfire Holders entitled to vote with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Company Shareholder Meeting and the GTY Parties will provide all information they reasonably believe is required of them in order for the Company to do so, at the Company’s request, (ii) includes a statement that the Caracara Bonfire Board has unanimously, after receiving legal and financial advice, unanimously determined that the Transaction, including the Share Consolidation, the Share Reorganization and the Name Change, Arrangement is in the best interests of Caracara the Company and recommends that the Caracara Shareholders Bonfire Holders vote in favour favor of the Transaction, including the Share Consolidation, the Share Reorganization and the Name Change (the “Board Recommendation”), Arrangement Resolution and (iiiii) includes a statement that each director and senior officer of Caracara the Company intends to vote all of such individual’s Caracara Common his or her Bonfire Shares in favour favor of the Transaction, including the Share Consolidation, the Share Reorganization and the Name Change Arrangement Resolution and against any resolution submitted by any Caracara Shareholder Bonfire Holder 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 requiredArrangement.

Information Circular. Caracara shall: (a) As promptly as reasonably practicable following execution of this Agreement, ValGold shall 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 ValGold Meeting. (b) As promptly as reasonably practicable following issuance of the Interim Order, and Caracara in any event prior to the close of business on the Mailing Deadline, ValGold shall cause the Circular and such other documents to be filed and sent to each Caracara Shareholder the ValGold Shareholders and other Person filed as required by the Interim Order and applicable Laws. (c) If ValGold provides notice to Metalla regarding an Acquisition Proposal pursuant to this Agreement prior to the mailing of the Circular, then if so requested by Metalla, the Mailing Deadline will be extended by a period of time equal to the number of days from the date on which ValGold first provides notice of such Acquisition Proposal to Metalla until the earlier of: (i) written notification from ValGold to Metalla that the ValGold Board has determined that the Acquisition Proposal is not a Superior Proposal; or (ii) the date on which ValGold and Metalla enter into an amended agreement pursuant to Section 4.5 which results in each case the Acquisition Proposal in question not being a Superior Proposal.If the Mailing Deadline is so as to permit extended, the Caracara Meeting to Deadline and the Outside Date shall be held extended by the date agreed to by same number of days as the Parties; Mailing Deadline has been extended. (d) ValGold shall ensure that the Circular is complete and accurate in all material respects, complies in all material respects with all applicable Laws, does not Laws and shall 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 detail to permit them the ValGold Shareholders to form a reasoned judgement judgment concerning the matters to be placed before them at the Caracara Meeting and to comply with applicable Canadian Securities Laws and the rules and policies of the CSEValGold Meeting. Without limiting the generality of the foregoing, ValGold shall ensure that the Circular must include does not contain any misrepresentation (other than with respect to any information relating to and provided by Metalla). ValGold shall not be responsible for ensuring the completeness, accuracy or sufficiency of any information provided by Metalla for inclusion in the Circular. (e) Without limiting the generality of the foregoing, ValGold shall disclose in the Circular: (i) a statement that the Caracara ValGold Board has unanimouslyreceived the ValGold Fairness Opinion and that, subject to the scope of review, assumptions and limitations set out in such opinion, the Consideration is fair from a financial point of view to the ValGold Shareholders (other than Metalla and its affiliates); (ii) the complete text of the ValGold Fairness Opinion; and (iii) that the ValGold Board has determined, after receiving financial and legal and financial advice, determined that the TransactionArrangement is fair to the ValGold Shareholders, including the Share Consolidation, the Share Reorganization ValGold Optionholders and the Name Change, is ValGold Warrantholders (other than Metalla and its affiliates) and in the best interests of Caracara and recommends that ValGold. (f) Subject to the Caracara Shareholders vote terms of this Agreement: (i) ValGold shall use commercially reasonable efforts to solicit proxies 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 Arrangement Resolution and against any resolution submitted by a ValGold Shareholder, including, if so requested by Metalla, acting reasonably, using the services of dealers and proxy solicitation services as it shall determine and permitting Metalla to otherwise assist ValGold in such solicitation, and take all other actions that are reasonably necessary or desirable to seek the approval of the Arrangement Resolution by the ValGold Shareholders; and (ii) the ValGold Board shall recommend to the ValGold Shareholders that they vote in favour of the Arrangement Resolution and shall include in the Circular a statement to such effect. (g) Metalla shall on a timely basis provide to ValGold all information regarding Metalla and its affiliates as may be required by Law to be included in the Circular. Metalla shall also use commercially reasonable efforts to obtain any Caracara Shareholder 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 Circular and to the identification in the Circular of each such advisor. Metalla shall ensure that information provided in accordance with this Section 2.4(g) with respect to it is inconsistent complete and accurate in all material respects, complies in all material respects with applicable Laws and, without limiting the Share Consolidationgenerality of the foregoing, does not include any misrepresentation. Metalla shall indemnify and save harmless ValGold from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which ValGold may be subject or may suffer as a result of, or arising from, any misrepresentation or alleged misrepresentation contained in any information included in the Share Reorganization Circular that was provided by Metalla pursuant to this Section 2.4, including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Securities Authority or other Governmental Entity based on such a misrepresentation or alleged misrepresentation. (h) Metalla and its legal counsel shall be given a reasonable opportunity to review and comment on the Circular prior to the Circular being printed or filed with any Governmental Entity, and reasonable consideration shall be given to any comments made by Metalla and its legal counsel; provided, however, that all information relating solely to Metalla, its affiliates and the Name Change; Metalla Shares included in the Circular shall be in form and content satisfactory to Metalla, acting reasonably. (i) ValGold and Metalla shall each promptly notify the Company if it other if, at any time before the Effective Date, either becomes aware that the Circular contains a misrepresentation, or otherwise requires that an amendment or supplement. Caracara supplement to the Circular is otherwise required and ValGold and Metalla shall co- co-operate in the preparation of any such amendment or supplement to the Circular as required or appropriate, and Caracara ValGold shall promptly mail, file mail or otherwise publicly disseminate any such amendment or supplement to the Caracara Circular to the ValGold Shareholders and, if required by Lawthe Court or applicable Laws, file the same with the Securities Authorities or and any other Governmental Entity as requiredrequired and, in such circumstances, the date of the ValGold Meeting shall be postponed if and to the extent required by applicable Law (and the Meeting Deadline shall, if necessary, be postponed to such date, in which event the Outside Date shall be extended by the same number of days as the Meeting Deadline has been extended). Metalla will reimburse ValGold for any reasonable expenses incurred if a change is required to the information in respect of Metalla included in the Circular.

Information Circular. Caracara shall: (i) Each of Canntab and Telferscot shall use all commercially reasonable efforts to prepare, as promptly prepare and complete, in collaboration with as practicable after the Companydate of this Agreement, the Information Circular Circular, together with any other documents required by applicable under securities Laws in connection with the Caracara Canntab Meeting and the Telferscot Meeting. (ii) The Information Circular shall include, and Caracara shall cause inter alia, 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 unanimous recommendation of the Caracara Meeting to be held by the date agreed to by the Parties; ensure Canntab Board 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 Canntab Shareholders vote in favour of approval of the TransactionCanntab Resolution, including the Share Consolidationsubject to any required abstentions, the Share Reorganization and the Name Change (unanimous recommendation of the “Telferscot Board Recommendation”), and (ii) a statement that each director and senior officer of Caracara intends to the Telferscot Shareholders vote all of such individual’s Caracara Common Shares in favour of approval of the TransactionTelferscot Resolutions. (iii) Telferscot covenants that the Information Circular will comply as to form in all material respects with securities Laws and that none of the information to be supplied by Telferscot for inclusion or incorporation by reference in the Information Circular will at the time of the mailing of the Information Circular 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, including in light of the Share Consolidationcircumstances under which they are made, not misleading. If at any time prior to the Share Reorganization Effective Time any event with respect to Telferscot, its officers and directors or Newco shall occur that is required to be described in the Information Circular, Telferscot shall give prompt notice to Canntab of such event. (iv) Canntab covenants that the Information Circular will comply as to form in all material respects with securities Laws and that none of the information to be supplied by Canntab for inclusion or incorporation by reference in the Information Circular will at the time of the mailing of the Information Circular 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 light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event with respect to Canntab or its officers and directors shall occur that is required to be described in the Information Circular, Canntab shall give prompt notice to Telferscot of such event. (v) The Information Circular shall contain language notifying each Canntab Shareholder resident in or otherwise subject to the laws of the United States of the following: (A) the Post-Consolidation Telferscot Shares issued in connection with the Amalgamation are or will be “restricted securities” as defined in Rule 144 under the 1933 Act, and the Name Change holders may dispose of the Post- Consolidation Telferscot Shares only pursuant to an effective registration statement under the 1933 Act or an exemption from the registration requirements of the 1933 Act. Telferscot is not obligated to file and against any resolution submitted by any Caracara Shareholder that is inconsistent has no present intention of filing with the Share ConsolidationSEC or with any state securities administrator any registration statement in respect of resales of the Post- Consolidation Telferscot Shares in the United States. Accordingly, holders of the Share Reorganization and Post-Consolidation Telferscot Shares may be required to hold the Name ChangePost-Consolidation Telferscot Shares indefinitely; and shall promptly notify and (B) Telferscot: I. is not obligated to remain a “foreign issuer” within the Company if it becomes aware that meaning of Regulation S under the Circular contains a misrepresentation1933 Act, II. may not, at the time the Post-Consolidation Telferscot Shares are resold or otherwise requires an amendment transferred by it or supplementat any other time, be a foreign issuer, and III. Caracara shall co- operate may engage in one or more transactions that could cause Telferscot not to be a foreign issuer, and if Telferscot is not a foreign issuer at the preparation time of any such amendment sale or supplement other transfer of the Post- Consolidation Telferscot Shares pursuant to Rule 904 of Regulation S under the 1933 Act, a holder of the Canntab Shares may be required to hold the Post-Consolidation Telferscot Shares indefinitely. (vi) In a timely and expeditious manner, each of Telferscot and Canntab shall provide the other with information as required requested, acting reasonably, in order to prepare any amendments or appropriate, and Caracara shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement supplements to the Caracara Shareholders andInformation Circular (which amendments or supplements shall be in a form satisfactory to each of the Parties, if required by Law, file the same with the Securities Authorities or any other Governmental Entity as requiredacting reasonably).

Information Circular. Caracara shall: Each of Carrara and PMI shall as promptly as is practical, following execution of this Agreement, 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 foregoingParties shall, the Circular must include (i) on a statement that the Caracara Board has unanimouslytimely basis, 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 use their commercially reasonable efforts 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- co-operate in the preparation of all other documents and filings and the seeking and obtaining of all consents, Orders and approvals, including regulatory and judicial Orders and approvals and other matters reasonably determined by Carrara and PMI to be necessary in connection with this Agreement and the Amalgamation. Each of Carrara and PMI shall ensure that the Information Circular and other documents, filings, consents, Orders and approvals contemplated by this Section 3.3 are prepared in compliance with, and made and/or obtained in accordance with, all Applicable Laws. Each of Carrara and PMI, as applicable, shall mail the Information Circular to the PMI Shareholders and the Carrara Shareholders and to all other persons required by law with respect to the PMI Meeting and the Carrara Meeting, all in accordance with Applicable Laws, the constating documents of Carrara and PMI, as applicable, and the requirements of any other regulatory authority having jurisdiction. The Parties shall use all commercially reasonable efforts to expeditiously and in a timely manner furnish the information required by each Party to be included in the Information Circular and each Party shall each have had the reasonable opportunity to review and comment on all such information. The information to be provided by each of the Parties for use in the Information Circular, on both the date that same are first mailed to PMI Shareholders and the Carrara Shareholders, as applicable, and on the date of the PMI Meeting and the Carrara Meeting, as applicable, is held, shall 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 therein, in light of the circumstances under which they are made, not misleading and shall comply in all material respects with all applicable requirements of law, and the Parties each agree to correct promptly any such information provided by any of them for use in the Information Circular which has ceased to meet such standard. In any such event, PMI or Carrara shall prepare a supplement or amendment to the Information Circular or supplement such application or other document, as required or appropriateand as the case may be, and Caracara shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Caracara Shareholders and, if required by Lawrequired, file shall cause the same to be distributed to the PMI Shareholders and the Carrara Shareholders, as applicable, and filed with the relevant Securities Authorities or any and/or other Governmental Entity after the Parties and their respective counsel and advisors have had a reasonable opportunity to review and comment on all such documentation and all such documentation is in form and content reasonably satisfactory to PMI or Carrara, as requiredapplicable.