Management Information Circular Sample Clauses

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.
Sample 1
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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.
Sample 1
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...
Sample 1

Related to Management Information Circular

  • Management Information To be Supplied to CCS no later than the 7th of each month without fail. Report are to be submitted via MISO CCS Review 100% Failure to submit will fall in line with FA KPI FROM THE FOLLOWING, PLEASE SELECT AND OUTLINE YOUR CHARGING MECHANISM FOR THIS SOW. WHERE A CHARGING MECHANISM IS NOT REQUIRED, PLEASE REMOVE TEXT AND REPLACE WITH “UNUSED”. 5.1 CAPPED TIME AND MATERIAL CHARGES 5.2 PRICE PER STORY POINT CHARGES 5.3 TIME AND MATERIALS CHARGES

  • Payment Information The Authority shall issue a purchase order to the Contractor prior to commencement of the Service.

  • DEFECTIVE MANAGEMENT INFORMATION 5.1 The Supplier acknowledges that it is essential that the Authority receives timely and accurate Management Information pursuant to this Framework Agreement because Management Information is used by the Authority to inform strategic decision making and allows it to calculate the Management Charge.

  • Client Information Protected Health Information in any form including without limitation, Electronic Protected Health Information or Unsecured Protected Health Information (herein “PHI”);

  • Parent Information The information relating to Parent and its Subsidiaries to be contained in the Proxy Statement and the S-4, or in any other document filed with any other regulatory agency in connection herewith, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. The Proxy Statement (except for such portions thereof that relate to the Company or any of its Subsidiaries) will comply with the provisions of the Exchange Act and the rules and regulations thereunder. The S-4 will comply with the provisions of the Securities Act and the rules and regulations thereunder.

  • Alert Information As Alerts delivered via SMS, email and push notifications are not encrypted, we will never include your passcode or full account number. You acknowledge and agree that Alerts may not be encrypted and may include your name and some information about your accounts, and anyone with access to your Alerts will be able to view the contents of these messages.

  • Current Information (a) During the period from the date of this Agreement to the Closing, each Party hereto shall promptly notify each other Party of any (i) significant change in its ordinary course of business, (ii) proceeding (or communications indicating that the same may be contemplated), or the institution or threat or settlement of proceedings, in each case involving the Parties the outcome of which, if adversely determined, could reasonably be expected to have a material adverse effect on the Party, taken as a whole or (iii) event which such Party reasonably believes could be expected to have a material adverse effect on the ability of any party hereto to consummate the Share Exchange. (b) During the period from the date of this Agreement to the Closing, NAS shall promptly notify OTM of any correspondence received from the SEC and FINRA and shall deliver a copy of such correspondence to OTM within one (1) business day of receipt.

  • Patient Information Each Party agrees to abide by all laws, rules, regulations, and orders of all applicable supranational, national, federal, state, provincial, and local governmental entities concerning the confidentiality or protection of patient identifiable information and/or patients’ protected health information, as defined by any other applicable legislation in the course of their performance under this Agreement.

  • - CLEC INFORMATION 3.1 Except as otherwise required by law, CenturyLink will not provide or establish Interconnection, Unbundled Network Elements, ancillary services and/or resale of Telecommunications Services in accordance with the terms and conditions of this Agreement prior to CLEC's execution of this Agreement. The Parties shall complete CenturyLink's "New Customer Questionnaire," as it applies to CLEC's obtaining of Interconnection, Unbundled Network Elements, ancillary services, and/or resale of Telecommunications Services hereunder. 3.2 Prior to placing any orders for services under this Agreement, the Parties will jointly complete the following sections of CenturyLink's "New Customer Questionnaire:" General Information Billing and Collection (Section 1) Credit Information Billing Information Summary Billing OSS and Network Outage Notification Contact Information System Administration Contact Information Ordering Information for LIS Trunks, Collocation, and Associated Products (if CLEC plans to order these services) Design Layout Request – LIS Trunking and Unbundled Loop (if CLEC plans to order these services) 3.2.1 The remainder of this questionnaire must be completed within two (2) weeks of completing the initial portion of the questionnaire. This questionnaire will be used to: Determine geographical requirements; Identify CLEC identification codes; Determine CenturyLink system requirements to support CLEC's specific activity; Collect credit information; Obtain Billing information; Create summary bills; Establish input and output requirements; Create and distribute CenturyLink and CLEC contact lists; and Identify CLEC hours and holidays. 3.2.2 CLECs that have previously completed a Questionnaire need not fill out a New Customer Questionnaire; however, CLEC will update its New Customer Questionnaire with any changes in the required information that have occurred and communicate those changes to CenturyLink. Before placing an order for a new product, CLEC will need to complete the relevant New Product Questionnaire and amend this Agreement.

  • KYC Information (i) Upon the reasonable request of the Lender made at least 1 day prior to the Closing Date, the Borrower shall have provided to the Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five days prior to the Closing Date. (ii) [reserved].

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