Common use of Preparation of Filings, etc Clause in Contracts

Preparation of Filings, etc. (a) Company shall use all reasonable efforts to have the Company Circular cleared, if applicable, by any applicable Canadian Securities Regulatory Authority (including by way of exemption) and any other applicable Government Entity. Parent shall use all reasonable efforts to have each of the Registration Statements declared effective by the SEC. Each of Parent and Company shall, immediately upon receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, in the case of the Company, with respect to its Circular or, in the case of Parent, the Form S-3 and the Form S-4 (if used) received from the SEC, the Canadian Securities Regulatory Authorities or any other Governmental Entity. The parties shall cooperate and provide the other with a reasonable opportunity to review and comment on the Company Circular, the Form S-3, and the Form S-4 (if used) or any amendment or supplement to any of the aforementioned filings prior to filing such with the SEC, the Canadian Securities Regulatory Authorities and/or each other applicable Government Entity, and will provide each other with a copy of all such filings made. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-3 and the Form S-4 (if used) has become effective, the issuance of any stop order, the suspension of the qualification of any of the Parent Common Shares or the Exchangeable Shares for offering or sale in any jurisdiction, or any request by the SEC, the Canadian Securities Regulatory Authorities or any other Governmental Entity for amendment of the Company Circular, the Form S-3 or the Form S-4 (if used). (b) Each of Parent and Company shall furnish to the other all such information concerning it and its shareholders as may be required (and, in the case of its shareholders, available to it) for the effectuation of the actions described in Sections 2.5 and 2.6 and the foregoing provisions of this Section 2.7, and each covenants that no information furnished by it (or, to its Knowledge, with respect to information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished. Each of Parent and Company shall cooperate in the preparation of the Company Circular and Company shall cause the same to be distributed to Company Shareholders and/or filed with the relevant securities regulatory authorities and/or stock exchanges, as applicable. Each of Parent and Company shall cooperate in the preparation of each of the Registration Statements and shall cause its counsel and accountants to cooperate with each other's counsel and accountants in the preparation of each of the Registration Statements. (c) Parent and Company shall each promptly notify each other if, at any time before the Effective Time, it becomes aware that the Company Circular, an application for an order or any other document described in Section 2.6 contains any untrue statement of a material fact or omits 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, or that otherwise requires an amendment or supplement to the Company Circular or such application or other document. In any such event, each of Parent and Company shall cooperate in the preparation of a supplement or amendment to the Company Circular or such application or other document, as required and as the case may be, and, if required, shall cause the same to be distributed to Company Shareholders, and/or filed with the relevant securities regulatory authorities and/or stock exchanges, as applicable. (d) Company shall use all reasonable efforts to ensure that the Company Circular and the Form S-4 (if used) comply with all applicable Laws and, without limiting the generality of the foregoing, that the Company Circular and the Form S-4 (if used) do 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 contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Parent or any third party that is not an affiliate of Company) and Parent shall provide all information regarding it and the Parent Common Shares necessary to do so. (e) Parent shall use all reasonable efforts to ensure that the Form S-3, the Form S-4 (if used) and the Form S-8 comply with all applicable Laws and, without limiting the generality of the foregoing, that such documents do 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 contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Company or any third party that is not an affiliate of Parent), and Company shall provide all information regarding it and the Company Common Shares necessary to do so.

Preparation of Filings, etc. (a1) The Company shall 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 all reasonable efforts to have the Company Circular cleared, if applicable, by any applicable Canadian Securities Regulatory Authority (including by way of exemption) and any other applicable Government Entity. Parent shall use all reasonable efforts to have each of the Registration Statements declared effective by the SEC. Each of Parent and Company shall, immediately upon receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, in the case of the Company, with respect to its Circular or, in the case of Parent, the Form S-3 and the Form S-4 (if used) received benefit from the SEC, the Canadian Securities Regulatory Authorities or any other Governmental Entity. The parties shall cooperate and provide the other with a reasonable opportunity to review and comment on the Company Circular, the Form S-3, and the Form S-4 (if used) or any amendment or supplement to any of the aforementioned filings prior to filing abridged timing contemplated by such with the SEC, the Canadian Securities Regulatory Authorities and/or each other applicable Government Entity, and will provide each other with a copy of all such filings made. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-3 and the Form S-4 (if used) has become effective, the issuance of any stop order, the suspension of the qualification of any of the Parent Common Shares or the Exchangeable Shares for offering or sale in any jurisdiction, or any request by the SEC, the Canadian Securities Regulatory Authorities or any other Governmental Entity for amendment of the Company Circular, the Form S-3 or the Form S-4 (if used)instrument. (b2) Each of Parent and the Company shall proceed diligently, in a coordinated fashion, and use its commercially reasonable efforts to cooperate in: (a) the preparation of the Proxy Circular as described in Section 2.7; (b) the preparation and filing of any exemption or other applications or orders and any other documents required by any of them to discharge their respective obligations under applicable Laws in connection with the Arrangement; and (c) the taking of all such action as may be required under any applicable Securities Laws or the OBCA in connection with the Arrangement and the Plan of Arrangement. (3) Each of Parent and the Company shall furnish to the other of them, on a timely basis, all such information concerning it and its shareholders as may be reasonably required (and, in the case of its shareholders, available to it) for the effectuation of effect the actions described in Sections 2.5 contemplated by Section 2.8(1) and 2.6 and the foregoing provisions of this Section 2.72.8(2), and each covenants that no information so furnished by it (or, to its Knowledge, with respect to information concerning its shareholders) in writing in connection with such those actions or otherwise in connection with the consummation of the transactions contemplated by this Agreement Arrangement will contain any untrue statement Misrepresentation. Each of a material fact or omit the Parties hereto will ensure that the information relating to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading it and its Subsidiaries, which is provided in the light of the circumstances in which it is furnished. Proxy Circular, will not contain any Misrepresentation. (4) Each of Parent and the Company shall cooperate in the preparation of the Company Circular and Company shall cause the same to be distributed to Company Shareholders and/or filed with the relevant securities regulatory authorities and/or stock exchanges, as applicable. Each of Parent and Company shall cooperate in the preparation of each of the Registration Statements and shall cause its counsel and accountants to cooperate with each other's counsel and accountants in the preparation of each of the Registration Statements. (c) Parent and Company shall each promptly notify each the other of them if, at any time before the Effective Time, it becomes aware that the Company Circular, Proxy Circular or an application for an order the Interim Order, the Final Order or any other document described in Section 2.6 filing under corporate Laws or Securities Laws contains any untrue statement of a material fact Misrepresentation or omits 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, or that otherwise requires an amendment or supplement to the Company Proxy Circular or such application or other documentapplication. In any such event, each of Parent and Company shall cooperate the Parties will co-operate in the preparation of a supplement or amendment to the Company Circular Proxy Circular, press release, newspaper advertisement or such application or other document, as required and as the case may be, andthat corrects that Misrepresentation or effects such amendment or supplement, if requiredas the case may be, shall and the Company will cause the same to be distributed or disseminated to Company the Maple Shareholders, and/or Optionholders, holders of DSUs, the directors of the Company, the auditors of the Company and any other required persons and filed as required under applicable Laws and in accordance with the relevant securities regulatory authorities and/or stock exchanges, as applicableterms of the Interim Order. (d5) The Company shall use all reasonable efforts to ensure that the Company Proxy Circular and the Form S-4 (if used) comply complies in all material respects with all applicable Laws and, without limiting the generality of the foregoing, that the Company Proxy Circular and the Form S-4 (if used) do does 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 contained therein not misleading in light of the circumstances in which they are made Misrepresentation (other than with respect to any information relating to and provided in writing by Parent or any third party that is not an affiliate its external counsel for the purpose of Company) and Parent shall provide all information regarding it and inclusion in the Parent Common Shares necessary to do so. (e) Parent shall use all reasonable efforts to ensure that the Form S-3, the Form S-4 (if used) and the Form S-8 comply with all applicable Laws and, without Proxy Circular). Without limiting the generality of the foregoing, the Company shall ensure that such documents do not contain any untrue statement of the Proxy Circular provides Maple Shareholders with information in sufficient detail to permit them to form a material fact or omit to state a material fact required reasoned judgment concerning the matters to be stated therein or necessary to make placed before them at the statements contained therein not misleading Special Meeting and include in light the Proxy Circular a statement that the Board has determined that the Arrangement is in the best interests of the circumstances Company and that the Board unanimously recommends that Shareholders vote in which they are made favour of the Arrangement Resolution (other than with respect to any information relating to and provided as contemplated by Company or any third party that is not an affiliate of ParentSection 2.2(6), and Company shall provide all information regarding it and the Company Common Shares necessary to do so).

Preparation of Filings, etc. (a) The Company shall (in consultation with Parent and its counsel) diligently 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 Reporting Issuer” in relation to the Company Meeting and, without limiting the generality of the foregoing, shall, in consultation with Parent, use all reasonable efforts to have the Company Circular cleared, if applicable, by any applicable Canadian Securities Regulatory Authority (including by way of exemption) and any other applicable Government Entity. Parent shall use all reasonable efforts to have each of the Registration Statements declared effective by the SEC. Each of Parent and Company shall, immediately upon receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, in the case of the Company, with respect to its Circular or, in the case of Parent, the Form S-3 and the Form S-4 (if used) received benefit from the SEC, the Canadian Securities Regulatory Authorities or any other Governmental Entity. The parties shall cooperate and provide the other with a reasonable opportunity to review and comment on the Company Circular, the Form S-3, and the Form S-4 (if used) or any amendment or supplement to any of the aforementioned filings prior to filing accelerated timing contemplated by such with the SEC, the Canadian Securities Regulatory Authorities and/or each other applicable Government Entity, and will provide each other with a copy of all such filings made. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-3 and the Form S-4 (if used) has become effective, the issuance of any stop order, the suspension of the qualification of any of the Parent Common Shares or the Exchangeable Shares for offering or sale in any jurisdiction, or any request by the SEC, the Canadian Securities Regulatory Authorities or any other Governmental Entity for amendment of the Company Circular, the Form S-3 or the Form S-4 (if used)instrument. (b) Parent and the Company shall cooperate in: (i) the preparation of the Circular as described in Section 1.5; (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 Law 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. (c) Each of Parent and the Company shall furnish to the other of them, on a timely basis, all such information concerning it and its shareholders as may be reasonably required (and, in the case of its shareholders, available to it) for the effectuation of effect the actions described in Sections 2.5 contemplated by Section 1.6(a) and 2.6 and the foregoing provisions of this Section 2.71.6(b), and each covenants that no information so furnished by it (or, to its Knowledge, with respect to information concerning its shareholders) in writing in connection with such those actions or otherwise in connection with the consummation of the transactions contemplated by this Agreement Arrangement will contain any untrue statement Misrepresentation. Each of a material fact or omit the parties hereto will ensure that the information relating to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading it and its Subsidiaries, which is provided in the light of the circumstances in which it is furnished. Circular, will not contain any Misrepresentation. (d) Each of Parent and the Company shall cooperate in the preparation of the Company Circular and Company shall cause the same to be distributed to Company Shareholders and/or filed with the relevant securities regulatory authorities and/or stock exchanges, as applicable. Each of Parent and Company shall cooperate in the preparation of each of the Registration Statements and shall cause its counsel and accountants to cooperate with each other's counsel and accountants in the preparation of each of the Registration Statements. (c) Parent and Company shall each promptly notify each the other of them if, at any time before the Effective Time, it becomes aware that the Company Circular, Circular or an application for an order the Interim Order, the Final Order or any other document described in Section 2.6 filing under Applicable Law contains any untrue statement of a material fact Misrepresentation or omits 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, or that otherwise requires an amendment or supplement to the Company Circular or such application or other documentapplication. In any such event, each of Parent and Company shall cooperate the parties hereto will co-operate in the preparation of a supplement or amendment to the Company Circular or such application or other document, as required and as the case may be, andthat corrects that Misrepresentation, if required, shall and the Company will cause the same to be distributed or otherwise communicated to Company Shareholders, and/or filed the Shareholders in accordance with the relevant securities regulatory authorities and/or stock exchangesInterim Order, as applicable. (d) Company shall use all reasonable efforts to ensure that the directors of the Company, the auditors of the Company Circular and the Form S-4 (if used) comply with all applicable Laws and, without limiting the generality of the foregoing, that the Company Circular any other required Persons and the Form S-4 (if used) do not contain any untrue statement of a material fact or omit to state a material fact filed as 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 with respect to any information relating to and provided by Parent or any third party that is not an affiliate of Company) and Parent shall provide all information regarding it and the Parent Common Shares necessary to do sounder Applicable Law. (e) Parent The Company shall use all reasonable efforts to ensure that the Form S-3, Circular provides Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the Form S-4 (if used) matters to be placed before them at the Company Meeting and include in the Form S-8 comply with all applicable Laws and, without limiting Circular a statement that the generality Board has unanimously determined that the Arrangement is in the best interests of the foregoing, Company and that such documents do 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 contained therein not misleading Board unanimously recommends that Shareholders vote in light favour of the circumstances in which they are made Arrangement Resolution (other than with respect to any information relating to and provided as contemplated by Company or any third party that is not an affiliate of ParentSection 1.2(f), and Company shall provide all information regarding it and the Company Common Shares necessary to do so).

Preparation of Filings, etc. (a1) Company shall use all reasonable efforts to have the Company Circular cleared, if applicable, by any applicable Canadian Securities Regulatory Authority (including by way of exemption) BCE and any other applicable Government Entity. Parent shall use all reasonable efforts to have each of the Registration Statements declared effective by the SEC. Each of Parent and Company Aliant shall, immediately upon receipt thereofand shall cause their respective subsidiaries to, provide the other party copies of any written comments and advise the other party of any oral comments, use their respective reasonable Best Efforts to cooperate in the case preparation, seeking and obtaining of the Companyall circulars, filings, consents, Regulatory Approvals and other approvals and other matters in connection with respect to its Circular or, in the case of Parent, the Form S-3 this Agreement and the Form S-4 (if used) received from the SEC, the Canadian Securities Regulatory Authorities or any other Governmental Entity. The parties shall cooperate and provide the other with a reasonable opportunity to review and comment on the Company Circular, the Form S-3, and the Form S-4 (if used) or any amendment or supplement to any of the aforementioned filings prior to filing such with the SEC, the Canadian Securities Regulatory Authorities and/or each other applicable Government Entity, and will provide each other with a copy of all such filings made. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-3 and the Form S-4 (if used) has become effective, the issuance of any stop order, the suspension of the qualification of any of the Parent Common Shares or the Exchangeable Shares for offering or sale in any jurisdiction, or any request by the SEC, the Canadian Securities Regulatory Authorities or any other Governmental Entity for amendment of the Company Circular, the Form S-3 or the Form S-4 (if used)Arrangement. (b2) Each of Parent BCE and Company Aliant shall, and shall cause their respective subsidiaries to, furnish to the other all such information concerning it and its shareholders as may be reasonably required (and, in the case of its shareholders, available to it) for the effectuation of to effect the actions described in Sections Section 2.5 and 2.6 Section 2.7 and the foregoing provisions of this Section 2.72.8, and each covenants covenants, represents and warrants that no information furnished by it (or, to its Knowledgeknowledge in the case of information concerning its shareholders and, with respect to information BCE and Xxxx Canada, concerning its shareholdersBNG, NTLP, TLP or BNQ) in connection with such actions (including in the case of Aliant the disclosure concerning it and its subsidiaries to be included or otherwise incorporated by reference in connection with the consummation Aliant Circular, and in the case of BCE the transactions contemplated disclosure concerning it and Xxxx Canada and the Rural Wireline Operations to be included or incorporated by this Agreement reference in the Aliant Circular) will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished. Each of Parent and Company shall cooperate in the preparation of the Company Circular and Company shall cause the same to be distributed to Company Shareholders and/or filed with the relevant securities regulatory authorities and/or stock exchanges, as applicable. Each of Parent and Company shall cooperate in the preparation of each of the Registration Statements and shall cause its counsel and accountants to cooperate with each other's counsel and accountants in the preparation of each of the Registration Statementsmade. (c3) Parent Each of BCE and Company Aliant shall each promptly notify each the other if, if at any time before the Effective Time, Date it becomes aware that any disclosure concerning it or its subsidiaries in the Company Circular, Aliant Circular or an application for an order or any other document described in Section 2.6 2.7 or in connection with seeking any consent or Regulatory Approval hereunder contains any untrue statement of a material fact or omits 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, or that otherwise requires an amendment or supplement to the Company Aliant Circular or such application or other document. In any such event, each BCE and Aliant shall, subject to the terms and conditions of Parent and Company shall this Agreement, cooperate in the preparation of a an amendment or supplement or amendment to the Company Aliant Circular or such application or other document, as required and as the case may be, and, if required, shall cause the same to be distributed to Company Shareholders, the Aliant Shareholders and/or filed with the relevant securities regulatory authorities and/or stock exchanges, as applicable. (d4) Company Aliant shall use all reasonable efforts to ensure that the Company Aliant Circular (and the Form S-4 (if usedany amendment or supplement thereto) comply complies with all applicable Laws and, without limiting the generality of the foregoing, that the Company Aliant Circular (and the Form S-4 (if usedany amendment or supplement thereto) do does 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 contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to concerning BNG or BNQ or concerning and provided by Parent or any third party that is not an affiliate of Company) and Parent shall provide all information regarding it and the Parent Common Shares necessary to do so. (e) Parent shall use all reasonable efforts to ensure that the Form S-3, the Form S-4 (if used) and the Form S-8 comply with all applicable Laws and, without BCE and/or Xxxx Canada). Without limiting the generality of the foregoing, Aliant shall ensure that such documents do the Aliant Circular (and any amendment or supplement thereto) provides the Aliant Shareholders with information regarding the Arrangement, Aliant and its subsidiaries in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before them at Aliant Meeting, and BCE and Xxxx Canada shall provide all information regarding the Rural Wireline Assets and Rural Wireline Operations and BCE’s ownership of Xxxx Canada and Aliant, as well as publicly available information concerning BNG and BNQ, in sufficient detail to permit the Aliant Shareholders to form a reasoned judgement concerning matters placed before them at the Aliant Meeting relating to BCE and its subsidiaries (other than Aliant and its subsidiaries) and the Rural Wireline Assets, the Rural Wireline Operations and BNG and BNQ, which information shall not (to the knowledge of BCE and Xxxx Canada with respect to BNG, TLP, NTLP and BNQ) 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 contained therein not misleading in light of the circumstances in which they are made made. (other than with respect 5) BCE agrees that it shall, prior to any the mailing of the Aliant Circular, deliver or cause to be delivered to Aliant audited financial statements for the Rural Wireline Operations as at December 31, 2005 and December 31, 2004 and for each of the years in the three year period ending December 31, 2005, which audited financial statements shall not be materially different from the Rural Wireline Financial Statements. (6) Aliant agrees that it shall, prior to the mailing of the Aliant Circular, deliver or cause to be delivered to BCE and Xxxx Canada an audited special-purpose schedule of selected financial information relating to and provided of the Wireless Operations for each of the years in the three-year period ended December 31, 2005, which audited schedule of selected financial information shall not be materially different from the segmented financial results of the Wireless Operations reported by Company or any third party that is not an affiliate of Parent), and Company shall provide all information regarding it and the Company Common Shares necessary to do soAliant for such periods.