Management Information Circular Sample Clauses
Management Information Circular. (a) JNMC will, as promptly as reasonably practicable, prepare and complete, in consultation with the Purchaser, a management information circular (the “Information Circular”), together with any other documents required by Law in connection with the Shareholder Meeting and the Shareholder Meeting Approvals and shall, as promptly as reasonably practicable, cause the Information Circular and such other documents to be filed with the TSX-V, the Securities Authorities and any other applicable Governmental Authority and sent to each shareholder of JNMC and all such other Persons as are required by applicable Law.
(b) JNMC will ensure that the Information Circular complies in all material respects with applicable Law, does not contain any misrepresentations (other than with respect to information that is furnished by or on behalf of the Purchaser for inclusion in the Information Circular) and provides the shareholders of JNMC with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Shareholder Meeting. Without limiting the generality of the foregoing, the Information Circular shall include:
(i) A statement that the special committee of JNMC has unanimously recommended that the board of directors of JNMC approve this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby.
(ii) A statement that the board of directors of JNMC, after receiving the recommendation of the special committee and advice from its outside legal counsel unanimously recommends that the shareholders of JNMC vote in favour of the Shareholder Meeting Approvals.
(c) The Purchaser will provide JNMC with all necessary information concerning the Purchaser and WELL that is required by Law to be included in the Information Circular and ensure that such information does not contain a misrepresentation concerning the Purchaser or WELL.
(d) JNMC will allow the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on drafts of the Information Circular and other related documents and shall give reasonable consideration to any comments made by the Purchaser and its outside legal counsel and agrees that all information relating solely to the Purchaser or WELL that is included in the Information Circular shall be in form and content satisfactory to the Purchaser, acting reasonably.
(e) Each of the Parties shall promptly notify the other Parties if it becomes aware that the Informati...
Management Information Circular. As promptly as practicable following the execution and delivery of this Agreement, TMB shall prepare the Circular and all other required documents prepared in conformity with the applicable requirements of the Securities Act and other applicable Laws in connection with the Arrangement and TMB shall give Parent timely opportunity to review and comment on all such documentation and all such documentation shall be reasonably satisfactory to Parent before it is filed or distributed to the TMB Shareholders and holders of TMB Options, incorporating therein all reasonable comments made by Parent and its counsel; provided that Parent shall provide TMB with its comments and any proposed additions and deletions within three Business Days after receipt of a draft Circular from TMB. As promptly as practicable after obtaining the Interim Order, TMB shall cause the Circular and other documentation required in connection with the TMB Meeting to be sent to each holder of TMB Common Shares and TMB Options and filed as required by the Interim Order and applicable Laws.
Management Information Circular. (1) ADB covenants and agrees to forthwith commence preparation of the Management Information Circular seeking the approval of its shareholders to the Restructuring at the Special Meeting and describing the terms and conditions upon which the Restructuring will be implemented. ADB agrees that the Management Information Circular will describe tax implications of the Restructuring to shareholders of ADB resident in Canada, the United States and Norway.
(2) The Brick will not be required to provide any representations and warranties to ADB or to any other person in connection with any disclosure made by ADB in connection with the Restructuring or the Management Information Circular and ADB and New ADB shall indemnify and hold harmless The Brick for any claim made against The Brick, its affiliates and their respective directors, officers and employees with respect to any third party claim made against The Brick in connection with such disclosure.
(3) New ADB covenants and agrees to take all necessary actions at its sole expense, including, without limitation, making applications to applicable securities regulatory authorities, to ensure that Old ADB ceases to be a reporting issuer or the equivalent thereof in each jurisdiction where it maintains such status as of the Effective Time.