Common use of Parent Circular Clause in Contracts

Parent Circular. (1) The Parent shall: (a) as promptly as reasonably practicable following execution of this Agreement, (i) prepare the Parent Circular together with any other documents required by Law in connection with the Parent Meeting, (ii) file the Parent Circular in all jurisdictions where the same is required to be filed, and (iii) mail the Parent Circular if and as required in accordance with Law, in each case so as to permit the Company Meeting to be held by the date specified in Section 2.5(1); (b) ensure that the Parent Circular complies in all material respects with Law and does not contain any Misrepresentation (except that the Parent and the Purchaser shall not be responsible for any information relating to the Company and the Common Shares), and, without limiting the generality of the foregoing, the Parent Circular must include: (i) a statement that the Parent Board has, after receiving legal and financial advice, unanimously determined that entering into this Agreement and completing the transactions contemplated by this Agreement are in the best interests of the Parent and the Purchaser and the Parent Board is recommending that the Parent Shareholders vote in favour of the Parent Shareholder Approval Resolution (the "Parent Board Recommendation"), (ii) a copy of the Parent Fairness Opinion and (iii) a statement that the Parent Board has received the Parent Fairness Opinion; (c) take all other actions that are reasonably necessary or desirable to seek approval of the Purchaser Shareholder Approval Resolution; and (d) provide the Company with final copies of the Parent Circular prior to the mailing thereof to the Parent Shareholders. (2) The Company and its legal counsel shall be given a reasonable opportunity to review and comment on the Parent Circular prior to the Parent Circular being printed and filed with the Governmental Entities, and reasonable consideration shall be given to any comments made by the Company and its counsel, provided that all information relating solely to the Company, its Affiliates and the Common Shares included in the Parent Circular shall be in form and content satisfactory to the Company, acting reasonably. (3) The Company shall provide all necessary information concerning the Company that is required by Law to be included by the Parent in the Parent Circular or other related documents to the Parent in writing, use reasonable commercial 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 Parent Circular and to the identification in the Parent Circular of each such advisor and shall use reasonable commercial efforts to ensure that such information does not contain any Misrepresentation concerning the Company. (4) The Parent shall promptly notify the Company if at any time before the Effective Date the Parent becomes aware that the Parent Circular contains a Misrepresentation, or that otherwise requires an amendment or supplement to the Parent Circular and the Parties shall co-operate in the preparation of any amendment or supplement to the Parent Circular as required or appropriate, and the Parent shall promptly mail, file or otherwise publicly disseminate any amendment or supplement to the Parent Circular to Parent Shareholders and, if required by the Court or Law, file the same with the Securities Authorities or any other Governmental Entities as required.

Parent Circular. (1a) The Parent shallSubject to the Company complying with Section 3.03: (a) as promptly as reasonably practicable following execution of this Agreement, (i) Parent shall, in consultation with the Company, promptly prepare the Parent Circular together with any other documents required by Law the Business Corporations Act (Ontario) and other applicable Laws in connection with the approval of the Merger Resolution at the Parent Meeting, ; (ii) file Parent shall as soon as reasonably practicable after the execution of this Agreement, cause the Parent Circular in all jurisdictions where the same is required and such other documents to be filed, filed and (iii) mail sent to the shareholders of Parent Circular if in compliance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and filed as required in accordance with Law, in each case so as to permit the Company Meeting to be held by the date specified in Section 2.5(1);applicable Laws. (b) Parent shall ensure that the Parent Circular complies in all material respects with Law and does not contain any Misrepresentation (except that the Parent and the Purchaser shall not be responsible for any information relating to the Company and the Common Shares)applicable Laws, and, without limiting the generality of the foregoing, that the Parent Circular must include: (iincluding with respect to any information incorporated therein by reference) will not contain any untrue statement of a statement that 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 Company) and will provide the shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Parent Board has, after receiving legal and financial advice, unanimously determined that entering into this Agreement and completing the transactions contemplated by this Agreement are in the best interests of the Parent and the Purchaser and the Parent Board is recommending that the Parent Shareholders vote in favour of the Parent Shareholder Approval Resolution (the "Parent Board Recommendation"), (ii) a copy of the Parent Fairness Opinion and (iii) a statement that the Parent Board has received the Parent Fairness Opinion;Meeting. (c) take all other actions that are reasonably necessary or desirable to seek approval Parent and the Company shall cooperate in the preparation, filing and mailing of the Purchaser Shareholder Approval Resolution; and (d) Parent Circular. Parent shall provide legal counsel to the Company with final copies of the Parent Circular prior to the mailing thereof to the Parent Shareholders. (2) The Company and its legal counsel shall be given a reasonable opportunity to review and comment on all drafts of the Parent Circular and other documents related thereto prior to filing the Parent Circular being printed with applicable Governmental Authorities and filed with printing and mailing the Governmental Entities, Parent Circular and shall give reasonable consideration shall be given to any comments made by the Company and its counsel, provided that all such comments. All information relating solely to the Company, its Affiliates and the Common Shares Company included in the Parent Circular shall be provided by the Company in accordance with Section 3.03 and shall be in form and content satisfactory to the Company, acting reasonably, and the Parent Circular will include a recommendation from the Parent Board to the shareholders to vote in favor of the Merger Resolution. (3d) The Parent and the Company shall provide all necessary information concerning the Company that is required by Law to be included by the Parent in the Parent Circular or other related documents to the Parent in writing, use reasonable commercial 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 Parent Circular and to the identification in the Parent Circular of each such advisor and shall use reasonable commercial efforts to ensure that such information does not contain any Misrepresentation concerning the Company. (4) The Parent shall promptly notify the Company other if at any time before the Effective Closing Date the Parent it becomes aware (in the case of Parent only with respect to Parent and in the case of the Company only with respect to the Company) that the Parent Circular or any other document referred to in Section 3.03 contains a Misrepresentation, any misrepresentation (as defined in the Securities Act (Ontario)) or that otherwise requires an any amendment or supplement and promptly deliver written notice to the other Party setting out full particulars thereof. In any such event, Parent and the Company shall cooperate with each other in the preparation, filing and dissemination of any required supplement or amendment to the Parent Circular and or such other document, as the Parties shall co-operate in the preparation of any amendment or supplement to the Parent Circular as required or appropriatecase may be, and the Parent shall promptly mail, file any related news release or otherwise publicly disseminate any amendment other document necessary or supplement to the Parent Circular to Parent Shareholders and, if required by the Court or Law, file the same with the Securities Authorities or any other Governmental Entities as requireddesirable in connection therewith.

Parent Circular. (1a) The Subject to the Company complying with Section 3.03, Parent shallwill, in consultation with the Company: (a) as promptly as reasonably practicable following execution of this Agreement, (i) promptly prepare the Parent Circular together with any other documents required by Law the Business Corporations Act (Ontario) and other applicable Laws in connection with the approval of the Merger Resolution and SRP Resolution at the Parent Meeting, ; (ii) file as soon as reasonably practicable after the execution of this Agreement, cause the Parent Circular in all jurisdictions where the same is required and such other documents to be filed, filed and (iii) mail sent to the shareholders of Parent Circular if in compliance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and filed as required in accordance with Law, in each case so as to permit the Company Meeting to be held by the date specified in Section 2.5(1);applicable Laws. (b) Parent shall ensure that the Parent Circular complies in all material respects with Law and does not contain any Misrepresentation (except that the Parent and the Purchaser shall not be responsible for any information relating to the Company and the Common Shares)applicable Laws, and, without limiting the generality of the foregoing, that the Parent Circular must include: (iincluding with respect to any information incorporated therein by reference) will not contain any untrue statement of a statement that 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 Company) and will provide the shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Parent Board has, after receiving legal and financial advice, unanimously determined that entering into this Agreement and completing the transactions contemplated by this Agreement are in the best interests of the Parent and the Purchaser and the Parent Board is recommending that the Parent Shareholders vote in favour of the Parent Shareholder Approval Resolution (the "Parent Board Recommendation"), (ii) a copy of the Parent Fairness Opinion and (iii) a statement that the Parent Board has received the Parent Fairness Opinion;Meeting. (c) take all other actions that are reasonably necessary or desirable to seek approval Parent and the Company shall cooperate in the preparation, filing and mailing of the Purchaser Shareholder Approval Resolution; and (d) Parent Circular. Parent shall provide legal counsel to the Company with final copies of the Parent Circular prior to the mailing thereof to the Parent Shareholders. (2) The Company and its legal counsel shall be given a reasonable opportunity to review and comment on all drafts of the Parent Circular and other documents related thereto prior to filing the Parent Circular being printed with applicable Governmental Authorities and filed with printing and mailing the Governmental Entities, Parent Circular and shall give reasonable consideration shall be given to any comments made by the Company and its counsel, provided that all such comments. All information relating solely to the Company, its Affiliates and the Common Shares Company included in the Parent Circular shall be provided by the Company in accordance with Section 3.03 and shall be in form and content satisfactory to the CompanyParent, acting reasonably, and the Parent Circular will include the Parent Board Recommendation. (3d) The Parent and the Company shall provide all necessary information concerning the Company that is required by Law to be included by the Parent in the Parent Circular or other related documents to the Parent in writing, use reasonable commercial 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 Parent Circular and to the identification in the Parent Circular of each such advisor and shall use reasonable commercial efforts to ensure that such information does not contain any Misrepresentation concerning the Company. (4) The Parent shall promptly notify the Company other if at any time before the Effective Closing Date the Parent it becomes aware (in the case of Parent only with respect to Parent and its Subsidiaries (including any Bulk-Up Subsidiaries) and in the case of the Company only with respect to the Company and its Subsidiaries) that the Parent Circular or any other document referred to in Section 3.03 contains a Misrepresentation, any misrepresentation (as defined in the Securities Act (Ontario)) or that otherwise requires an any amendment or supplement and promptly deliver written notice to the other party setting out full particulars thereof. In any such event, Parent and the Company shall cooperate with each other in the preparation, filing and dissemination of any required supplement or amendment to the Parent Circular and or such other document, as the Parties shall co-operate in the preparation of any amendment or supplement to the Parent Circular as required or appropriatecase may be, and the Parent shall promptly mail, file any related news release or otherwise publicly disseminate any amendment other document necessary or supplement to the Parent Circular to Parent Shareholders and, if required by the Court or Law, file the same with the Securities Authorities or any other Governmental Entities as requireddesirable in connection therewith.

Parent Circular. (1) The Parent shall: (a) as promptly as reasonably practicable following execution of this Agreement, (i) prepare the Parent Circular together with any other documents required by Law in connection with the Parent Meeting, (ii) file the Parent Circular in all jurisdictions where the same is required to be filed, and (iii) mail the Parent Circular if and as required in accordance with Law, in each case so as to permit the Company Meeting to be held by the date specified in Section 2.5(1); (b) ensure that the Parent Circular complies in all material respects with Law and does not contain any Misrepresentation (except that the Parent and the Purchaser shall not be responsible for any information relating to the Company and the Common Shares), and, without limiting the generality of the foregoing, the Parent Circular must include: (i) a statement that the Parent Board has, after receiving legal and financial advice, unanimously determined that entering into this Agreement and completing the transactions contemplated by this Agreement are in the best interests of the Parent and the Purchaser and the Parent Board is recommending that the Parent Shareholders vote in favour of the Parent Shareholder Approval Resolution (the "“Parent Board Recommendation"”), (ii) a copy of the Parent Fairness Opinion and (iii) a statement that the Parent Board has received the Parent Fairness Opinion; (c) take all other actions that are reasonably necessary or desirable to seek approval of the Purchaser Shareholder Approval Resolution; and (d) provide the Company with final copies of the Parent Circular prior to the mailing thereof to the Parent Shareholders. (2) The Company and its legal counsel shall be given a reasonable opportunity to review and comment on the Parent Circular prior to the Parent Circular being printed and filed with the Governmental Entities, and reasonable consideration shall be given to any comments made by the Company and its counsel, provided that all information relating solely to the Company, its Affiliates and the Common Shares included in the Parent Circular shall be in form and content satisfactory to the Company, acting reasonably. (3) The Company shall provide all necessary information concerning the Company that is required by Law to be included by the Parent in the Parent Circular or other related documents to the Parent in writing, use reasonable commercial 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 Parent Circular and to the identification in the Parent Circular of each such advisor and shall use reasonable commercial efforts to ensure that such information does not contain any Misrepresentation concerning the Company. (4) The Parent shall promptly notify the Company if at any time before the Effective Date the Parent becomes aware that the Parent Circular contains a Misrepresentation, or that otherwise requires an amendment or supplement to the Parent Circular and the Parties shall co-operate in the preparation of any amendment or supplement to the Parent Circular as required or appropriate, and the Parent shall promptly mail, file or otherwise publicly disseminate any amendment or supplement to the Parent Circular to Parent Shareholders and, if required by the Court or Law, file the same with the Securities Authorities or any other Governmental Entities as required.