Common use of Preparation of Filings, etc Clause in Contracts

Preparation of Filings, etc. (a) Each of Parent and the Company shall proceed diligently, in a coordinated fashion and use its respective commercially reasonable efforts to cooperate in: (i) the preparation of the Proxy Circular as described in Section 2.6; (ii) the preparation and filing of any exemption or other applications or orders and any other documents required by either of them to discharge their respective obligations under applicable Laws in connection with the Arrangement; and (iii) the taking of all such action as may be required under any applicable securities Laws or the CBCA in connection with the Arrangement and the Plan of Arrangement. (b) Each of Parent and the Company shall furnish to the other, on a timely basis, all information as may be reasonably required to effect the actions contemplated by Section 2.7(a), and each covenants that no information so furnished by it in writing in connection with those actions or otherwise in connection with the consummation of the Arrangement will contain any Misrepresentation. Each of the parties hereto will ensure that the information relating to it and its Subsidiaries, which is provided in the Proxy Circular, will not contain any Misrepresentation. (c) Each of Parent and the Company shall promptly notify the other if, at any time before the Effective Time, it becomes aware that the Proxy Circular or an application for the Interim Order, the Final Order or any other filing under applicable corporate Laws or securities Laws contains a Misrepresentation or otherwise requires an amendment or supplement to the Proxy Circular or such application. In any such event, each of the parties hereto will co-operate in the preparation of a supplement or amendment to the Proxy Circular or such other document, as the case may be, that corrects that Misrepresentation, and the Company will cause the same to be communicated or distributed to the Company Shareholders, the directors of the Company, the auditors of the Company and any other required persons and filed as required under applicable Laws or permitted by the Interim Order. (d) The Company shall ensure that the Proxy Circular complies in all material respects with all applicable Laws.

Preparation of Filings, etc. (a) 2.8.1 Each of Parent the Purchasers and the Company Fund shall proceed diligently, in a coordinated fashion co-ordinated fashion, and use its respective commercially reasonable efforts to cooperate in: (i) co-operate in the preparation of the Proxy Circular as described in Section 2.6; (ii) the preparation and filing of 2.7, any exemption or other applications or orders and any other documents required deemed reasonably necessary by either any of them to discharge their respective obligations under applicable Laws Law in connection with the Arrangement; and (iii) Transaction, the taking of all such action as may be required under any applicable securities Laws or the CBCA in connection with the Arrangement Fund Termination and the Plan of ArrangementFund Meeting. (b) 2.8.2 Each of Parent the Purchasers and the Company Fund shall furnish to the otherother of them, on a timely basis, all information concerning it, its Subsidiaries and affiliates, as may be reasonably required to effect effectuate the actions contemplated by in Section 2.7(a)2.6, Section 2.7 and the foregoing actions of this Section 2.8, and each covenants that no information so furnished by it in writing in connection with those actions or otherwise in connection with the consummation of the Arrangement Transaction will contain any Misrepresentation. Each of the parties hereto will ensure that the information relating to it and its Subsidiaries, which is provided in the Proxy Circular, will not contain any Misrepresentation. (c) 2.8.3 Each of Parent the Purchasers and the Company Fund shall promptly notify the other of them if, at any time before the Effective TimeClosing, it becomes aware that the Proxy Circular or an application for the Interim Order, the Final Order or any other filing under applicable corporate Laws or securities Laws contains a Misrepresentation or if it otherwise requires an amendment or supplement to the Proxy Circular or such applicationCircular. In any such event, each of the parties hereto will co-operate in the preparation of a supplement or amendment to the Proxy Circular or such other documentCircular, as the case may be, that corrects that Misrepresentation, and the Company Fund will cause the same to be communicated or distributed to the Company ShareholdersUnitholders as of the record date established for the Fund Meeting, the directors of the Company, Board and the auditors of the Company and any other required persons Fund and filed as required under applicable Laws or permitted Law in all jurisdictions where the Circular is required to be filed by the Interim OrderFund. (d) 2.8.4 The Company Fund shall ensure that the Proxy Circular complies in all material respects with all applicable LawsLaw and, without limiting the generality of the foregoing, that the Circular does not contain a Misrepresentation (except that this covenant does not speak with respect to any information relating to or provided in writing by the Purchasers or their affiliates to the Fund for inclusion in the Circular). The Purchasers shall ensure that no information regarding itself, its affiliates or their respective directors, officers and shareholders delivered to the Fund for inclusion in the Circular contains a Misrepresentation. Without limiting the generality of the foregoing, the Fund shall ensure that the Circular provides the Unitholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Fund Meeting.

Preparation of Filings, etc. (a) The Company shall (with Parent and its outside counsel) diligently do all such acts and things as may be necessary to comply, in all material respects, with National Instrument 54-101 of the CSA in relation to the Special Meeting and, without limiting the generality of the foregoing, shall, in consultation with Parent, use its commercially reasonable efforts to benefit from the accelerated timing contemplated by such instrument. (b) Each of Sub, Parent and the Company shall proceed diligently, in a coordinated fashion and use its respective commercially reasonable efforts to cooperate in: (i) the preparation of the Proxy Circular as described in Section 2.61.7; (ii) the preparation and filing of any exemption or other applications or orders and any other documents required by either any of them to discharge their respective obligations under applicable Laws in connection with the Arrangement; and (iii) the taking of all such action as may be required under any applicable securities Securities Laws or the CBCA ABCA in connection with the Arrangement and the Plan of Arrangement. (bc) Each of Sub, Parent and the Company shall furnish to the otherother of them, on a timely basis, all information as may be reasonably required to effect the actions contemplated by Section 2.7(a)1.8(a) and Section 1.8(b) hereof, and each covenants that no information so furnished by it in writing in connection with those actions or otherwise in connection with the consummation of the Arrangement will contain any Misrepresentation. Each of the parties hereto will ensure that the information relating to it and its Subsidiaries, which is provided in the Proxy Circular, will not contain any Misrepresentation. (cd) Each of Sub, Parent and the Company shall promptly notify the other of them if, at any time before the Effective Time, it becomes aware that the Proxy Circular or an application for the Interim Order, the Final Order or any other filing under applicable the ABCA, corporate Laws or securities Securities Laws contains a Misrepresentation or otherwise requires an amendment or supplement to the Proxy Circular or such application. In any such event, each of the parties hereto will co-operate in the preparation of a supplement or amendment to the Proxy Circular or such other document, as the case may be, that corrects that Misrepresentation, and the Company will cause the same to be communicated or distributed to the Company Shareholders, registered Optionholders, registered Warrantholders, registered holders of RSAs and registered holders of RSUs, the directors of the Company, the auditors of the Company and any other required persons and filed as required under applicable Laws or permitted by and under the Interim Order. (de) The Company shall ensure that the Proxy Circular complies in all material respects with all applicable LawsLaws and, without limiting the generality of the foregoing, that the Proxy Circular does not contain a Misrepresentation (other than with respect to any information provided in writing by Parent or its outside counsel for the purpose of inclusion in the Proxy Circular). Without limiting the generality of the foregoing, the Company shall ensure that the Proxy Circular provides Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Special Meeting and include in the Proxy Circular a statement that the Board has determined that the Arrangement is fair to its Shareholders, and that the Board unanimously recommends that Shareholders vote in favour of the Arrangement Resolution (as contemplated by Section 1.2(f)).

Preparation of Filings, etc. (a1) The Company shall (with the Acquiror and its outside counsel) diligently do all such acts and things as may be necessary to comply, in all material respects, with National Instrument 54-101 of the CSA in relation to the Special Meeting and, without limiting the generality of the foregoing, shall, in consultation with the Acquiror, use all reasonable efforts to benefit from the accelerated timing contemplated by such instrument. (2) Each of Parent the Acquiror and the Company shall proceed diligently, in a coordinated fashion and use its respective commercially reasonable efforts to cooperate in: (ia) the preparation of the Proxy Circular as described in Section 2.62.7; (iib) the preparation and filing of any exemption or other applications or orders and any other documents required by either any of them to discharge their respective obligations under applicable Laws in connection with the Arrangement; and (iiic) the taking of all such action as may be required under any applicable securities Securities Laws or the CBCA in connection with the Arrangement and the Plan of Arrangement. (b3) Each of Parent the Acquiror and the Company shall furnish to the otherother of them, on a timely basis, all information as may be reasonably required to effect the actions contemplated by Section 2.7(a2.8(1) and Section 2.8(2), and each covenants that no information so furnished by it in writing in connection with those actions or otherwise in connection with the consummation of the Arrangement will contain any Misrepresentation. Each of the parties Parties hereto will ensure that the information relating to it and its Subsidiaries, which is provided in the Proxy Circular, will not contain any Misrepresentation. (c4) Each of Parent the Acquiror and the Company shall promptly notify the other of them if, at any time before the Effective Time, it becomes aware that the Proxy Circular or an application for the Interim Order, the Final Order or any other filing under applicable corporate Laws or securities Securities Laws contains a Misrepresentation or otherwise requires an amendment or supplement to the Proxy Circular or such application. In any such event, each of the parties hereto will co-operate in the preparation of a supplement or amendment to the Proxy Circular Circular, press release, newspaper advertisement or such other document, as the case may be, that corrects that MisrepresentationMisrepresentation or effects such amendment or supplement, as the case may be, and the Company will cause the same to be communicated distributed or distributed disseminated to the Company Certicom Shareholders, Optionholders, the directors of the Company, the auditors of the Company and any other required persons and filed as required under applicable Laws or permitted by and in accordance with the terms of the Interim Order. (d5) The Company shall ensure that the Proxy Circular complies in all material respects with all applicable LawsLaws and, without limiting the generality of the foregoing, that the Proxy Circular does not contain a Misrepresentation (other than with respect to any information provided in writing by the Acquiror or its outside counsel for the purpose of inclusion in the Proxy Circular). Without limiting the generality of the foregoing, the Company shall ensure that the Proxy Circular provides Certicom Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Special Meeting and include in the Proxy Circular a statement that the Board has determined that the Arrangement is in the best interests of the Company and that the Board unanimously recommends that Shareholders vote in favour of the Arrangement Resolution (as contemplated by Section 2.2(6)).

Preparation of Filings, etc. (a1) Each of Parent and the The Company shall proceed diligentlydiligently do all such acts and things as may be necessary to comply, in all material respects, with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a coordinated fashion and Reporting Issuer of the CSA in relation to the Special Meeting and, without limiting the generality of the foregoing, shall, in consultation with Parent, use its respective commercially all reasonable efforts to cooperate in: (i) benefit from the preparation of the Proxy Circular as described in Section 2.6; (ii) the preparation and filing of any exemption or other applications or orders and any other documents required accelerated timing contemplated by either of them to discharge their respective obligations under applicable Laws in connection with the Arrangement; and (iii) the taking of all such action as may be required under any applicable securities Laws or the CBCA in connection with the Arrangement and the Plan of Arrangementinstrument. (b2) Each of Parent and the Company shall furnish to the otherother of them, on a timely basis, all information as may be reasonably required to effect the actions contemplated by Section 2.7(a2.07(1) and Section 2.08(1), and each covenants that no information so furnished by it in writing in connection with those actions or otherwise in connection with the consummation of the Arrangement will contain any Misrepresentation. Each of the parties hereto will ensure that the information relating to it and its Subsidiaries, which is provided in the Proxy Circular, will not contain any Misrepresentation. (c3) Each of Parent and the Company shall promptly notify the other if, at any time before the Effective Time, it becomes aware that the Proxy Circular or an application for the Interim Order, the Final Order or any other filing under applicable corporate Laws or securities Securities Laws contains a Misrepresentation or otherwise requires an amendment or supplement to the Proxy Circular or such application. In any such event, each of the parties hereto Parties will co-operate in the preparation of a supplement or amendment to the Proxy Circular Circular, press release, newspaper advertisement or such other document, as the case may be, which supplement, amendment, press release, newspaper advertisement or other document shall be in a form satisfactory to each of the Company and Parent and their respective external legal counsel, acting reasonably, that corrects that MisrepresentationMisrepresentation or effects such amendment or supplement, as the case may be, and the Company will cause the same to be communicated distributed or distributed disseminated to the Company Xxxxxxxx Shareholders, Xxxxxxxx Optionholders, Xxxxxxxx Warrantholders, the directors of the Company, the auditors of the Company and any other required persons and filed as required under applicable Laws or permitted by and in accordance with the terms of the Interim Order. (d) The Company shall ensure that the Proxy Circular complies in all material respects with all applicable Laws.