Common use of Preparation of Filings Clause in Contracts

Preparation of Filings. 2.7.1 Purchaser and Target shall co-operate with each other, and permit each other to provide comments to the extent reasonably practicable, in the preparation of any application for the Regulatory Approvals and any other orders, registrations, consents, filings, rulings, exemptions, no-action letters and approvals and the preparation of any documents reasonably deemed by either of the Parties to be necessary to discharge its respective obligations or otherwise advisable under applicable Laws in connection with the Arrangement and this Agreement as promptly as practicable hereafter. 2.7.2 Purchaser and Target shall co-operate in the preparation, filing and mailing of the Target Circular. In particular, Purchaser shall provide Target with such disclosure concerning Purchaser, including pro-forma financial statements required under Securities Laws for significant acquisitions, as may be required by applicable Laws. Target shall provide Purchaser with a reasonable opportunity to review and comment on the Target Circular, and, in particular, Purchaser shall be entitled to approve those portions of the Target Circular that include information about Purchaser, prior to its mailing to Target Shareholders and filing in accordance with the Interim Order and applicable Laws. Subject to Section 2.7.3, Purchaser acknowledges that whether or not such comments are appropriate or any revisions will be made as a result thereof to the Target Circular will be determined solely by Target acting reasonably. 2.7.3 Target shall ensure that the Target Circular complies with the Interim Order and all applicable Laws and, without limiting the generality of the foregoing, that the Target Circular 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 and provided by Purchaser). 2.7.4 Purchaser shall ensure that the information to be supplied by it for inclusion in the Target Circular will, at the time of the mailing of the Target Circular, not contain any material misstatement, untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. 2.7.5 Each of Target and Purchaser shall promptly notify the other if at any time before the Effective Time it becomes aware that the Target Circular, an application for a Regulatory Approval or any other order, registration, consent, ruling, exemption, no-action letter or approval, any registration statement or any circular or other filing under applicable Laws contains an 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 Target Circular, such application, registration statement, circular or filing, and the Parties shall co-operate in the preparation of such amendment or supplement as required.

Preparation of Filings. 2.7.1 Purchaser (1) Vasogen shall diligently do all such acts and Target 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 Vasogen Meeting and IPC Opco shall provide such assistance as Vasogen may reasonably require in that regard. (2) The Parties shall co-operate with each other, and permit each other to provide comments to the extent reasonably practicable, in the preparation of any application for the Regulatory Approvals and any other orders, registrations, consents, filings, rulings, exemptions, no-action letters exemptions and approvals and the preparation of any documents reasonably deemed by either any of the Parties to be necessary to discharge its respective obligations or otherwise advisable under applicable Laws or in connection with the Arrangement and this Agreement as promptly as practicable hereafter. 2.7.2 Purchaser and Target (3) The Parties shall co-operate with each other in the preparation, preparation and filing of the Joint Circular and in the mailing of the Target Joint Circular. In particular, Purchaser . (4) The IPC Companies shall provide Target Vasogen with such disclosure concerning Purchaser, including pro-forma financial statements required under Securities Laws any information for significant acquisitions, as inclusion in the Joint Circular which may be required under applicable Law and/or which is reasonably requested by applicable Laws. Target a Party. (5) Vasogen shall provide Purchaser with the IPC Companies with: (a) any information for inclusion in the Joint Circular which may be required under applicable Law and/or which is reasonably requested by a reasonable opportunity to review Party; and comment on the Target Circular, and, in particular, Purchaser shall be entitled to approve those portions (b) a copy of the Target Circular that include information about Purchaser, prior to its mailing to Target Shareholders and filing in accordance with Fairness Opinion as soon as practicable following the Interim Order and applicable Laws. Subject to Section 2.7.3, Purchaser acknowledges that whether or not such comments are appropriate or any revisions will be made as a result thereof to receipt of the Target Circular will be determined solely Fairness Opinion by Target acting reasonablythe Vasogen Board. 2.7.3 Target (6) The Parties shall ensure that the Target Joint Circular complies with the Interim Order and all applicable Laws and, without limiting the generality of the foregoing, that the Target Joint Circular does not not, at the time of mailing, 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 under which they are made (other than with respect to any information relating to and provided by Purchaser)made. 2.7.4 Purchaser (7) The IPC Companies shall ensure that the information to be supplied provided by it them for inclusion in the Target Joint Circular will, at the time of the mailing of the Target Joint Circular, not contain any material misstatement, untrue statement of a material fact or omit to state any material fact required to be stated therein or that is necessary in order to make the statements therein, contained therein not misleading in light of the circumstances under which they are made. (8) Vasogen shall ensure that the information to be provided by it for inclusion in the Joint Circular will, at the time of the mailing of the Joint Circular, not misleadingcontain any untrue statement of a material fact or omit to state any material fact required to be stated therein or that is necessary to make the statements contained therein not misleading in light of the circumstances under which they are made. 2.7.5 (9) Each of Target and Purchaser Party shall promptly notify the other Parties if at any time before the Effective Time it becomes aware that the Target Joint Circular, an application for a Regulatory Approval or any other order, registration, consent, ruling, exemption, no-action letter or approval, any registration statement or any circular or other filing under applicable Laws contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or that is necessary to make the statements contained therein not misleading in light of the circumstances in under which they are made, or of information that otherwise requires an amendment or supplement to the Target Joint Circular, such application, registration statement, circular or filing, and the Parties shall co-operate in the preparation of such amendment or supplement as required, including the distribution and filing of such amendment or supplement by Vasogen and IPC US. (10) Each Party will promptly inform the other Parties of any requests or comments made by Securities Authorities in connection with the Joint Circular. Each of the Parties will use its respective commercially reasonable efforts to resolve all requests or comments made by Securities Authorities with respect to the Joint Circular and any other required filings under applicable securities Laws as promptly as practicable after receipt thereof. (11) Each Party will promptly inform the other Parties of any requests or comments made by any Exchange or any applicable more senior exchange or market in connection with the Joint Circular. Each of the Parties will use its respective commercially reasonable efforts to resolve all requests or comments made by an Exchange or other more senior exchange or market with respect to the Joint Circular and any required filings in connection therewith as promptly as reasonably practicable after receipt thereof. (12) Vasogen will advise the IPC Companies as the IPC Companies may reasonably request, and on a daily basis on each of the last five (5) Business Days prior to the Vasogen Meeting, as to the aggregate tally of the proxies received by Vasogen in respect of the Vasogen Resolution and any other matters to be considered at the Vasogen Meeting. (13) IPC US will advise Vasogen as Vasogen may reasonably request, and on a daily basis on each of the last five (5) Business Days prior to the IPC US Meeting, as to the aggregate tally of the proxies received by IPC US in respect of the IPC US Resolution and any other matters to be considered at the IPC US Meeting. (14) Vasogen will promptly advise the IPC Companies of any written notice of Dissent Rights exercised or purported to have been exercised by any Vasogen Shareholder received by Vasogen in relation to the Vasogen Meeting and the Arrangement Resolution and any withdrawal of Dissent Rights received by Vasogen and, subject to applicable Laws, any written communications sent by or on behalf of Vasogen to any Vasogen Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution. (15) IPC US will promptly advise Vasogen of any written notice of Appraisal Rights exercised or purported to have been exercised by any IPC US Shareholder received by IPC US in relation to the IPC Meeting and the IPC US Merger Resolution and any withdrawal of Appraisal Rights received by Vasogen and, subject to applicable laws, any written communications sent by or on behalf of IPC US to any IPC US Shareholder exercising or purporting to exercise Appraisal Rights in relation to the IPC US Merger Resolution. (16) Vasogen shall provide notice to the IPC Companies of, and allow the IPC Companies and the IPC Companies’ representatives and legal counsel to attend the Vasogen Meeting. (17) IPC US shall provide notice to Vasogen of, and allow Vasogen and its representatives and legal counsel to attend the IPC US Meeting.

Preparation of Filings. 2.7.1 Purchaser and Target 2.8.1 The Parties shall co-operate with each other, and permit each other to provide comments to the extent reasonably practicable, in the preparation of any application for the Regulatory Approvals and any other orders, registrations, consents, filings, rulings, exemptions, no-action letters and approvals and the preparation of any documents reasonably deemed by either any of the Parties to be necessary to discharge its respective obligations or otherwise advisable under applicable Laws in connection with the Arrangement and this Agreement as promptly as practicable hereafter. 2.7.2 Purchaser and Target shall co-operate , including, for greater certainty, in the preparation, filing and mailing of the Target Circular. In particular, Purchaser . 2.8.2 Comamtech shall provide Target with such disclosure concerning Purchaser, including pro-forma financial statements required under Securities Laws for significant acquisitions, as may be required by applicable Laws. Target shall provide Purchaser the Corporation and its representatives with a reasonable opportunity to review and comment on the Target Circular, and, including by providing on a timely basis a description of any information required to be supplied by the Corporation for inclusion in particular, Purchaser shall be entitled to approve those portions of the Target Circular that include information about PurchaserCircular, prior to its mailing to Target the Shareholders and filing in accordance with the Interim Order and applicable Laws, and will accept the reasonable comments of the Corporation and its legal counsel with respect to the Circular. Subject to Section 2.7.3Except as provided in the immediately preceding sentence, Purchaser the Corporation acknowledges that whether or not such comments are appropriate or any revisions will be made as a result thereof to the Target Circular will be determined solely by Target Comamtech, acting reasonably. 2.7.3 Target 2.8.3 The Corporation shall provide Comamtech with any information for inclusion in the Circular which may be required under applicable Law or which is reasonably requested by Comamtech, including all required financial statements in order for Comamtech to comply with the Securities Act; 2.8.4 Comamtech shall ensure that the Target Circular (other than disclosure relating to and provided by the Corporation) complies with the Interim Order and all applicable Laws and, without limiting the generality of the foregoing, that the Target Circular does not not, at the time of mailing, 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 under which they are made (other than with respect to any information relating to and provided by Purchaserthe Corporation). 2.7.4 Purchaser 2.8.5 The Corporation shall ensure that the information to be supplied provided by it for inclusion and included in the Target Circular will, at the time of the mailing of the Target Circularmailing, not contain any material misstatement, untrue statement of a material fact or omit to state any material fact required to be stated therein or that is necessary in order to make the statements contained therein, not misleading in light of the circumstances under which they are made, not misleading. 2.7.5 2.8.6 Each of Target and Purchaser the Parties shall promptly notify the other if if, at any time before the Effective Time Time, it becomes aware that the Target Circular, an application for a Regulatory Approval Approval, any of the Corporation Public Documents, or any other order, registration, consent, ruling, exemption, no-action letter or approval, any registration statement or any circular or other filing under applicable Laws made or obtained in connection with the transactions contemplated by this Agreement contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or that is necessary to make the statements contained therein not misleading in light of the circumstances in under which they are made, or of information that otherwise requires an amendment or supplement to the Target Circular, such application, documents, registration statement, circular or filing, and the Parties shall co-operate in the preparation of such amendment or supplement as required, including the distribution and filing of such amendment or supplement by the Corporation. 2.8.7 Comamtech will promptly inform the Corporation of any requests or comments made by the OSC or any other securities commission or stock exchange in connection with the Circular. Each of the Parties will use its respective commercially reasonable efforts to resolve all requests or comments made by the OSC or any other securities commission or stock exchange with respect to the Circular and any other required filings under applicable Laws as promptly as practicable after receipt thereof. 2.8.8 Comamtech will furnish promptly to the Corporation a copy of each notice, report, schedule or other document delivered, filed or received by Comamtech in connection with: (a) the Arrangement; (b) the Amalgamation; (c) the Meeting; (d) any filings under applicable Laws in connection with the transactions contemplated hereby; and (e) any dealings with Governmental Entities in connection with the transactions contemplated hereby. 2.8.9 Comamtech will advise the Corporation as the Corporation may reasonably request, and on a daily basis on each of the last ten Business Days prior to the Meeting, as to the aggregate tally of the proxies received by Comamtech in respect of the Arrangement Resolution and any other matters to be considered at the Meeting. 2.8.10 Comamtech will promptly advise the Corporation of any written notice of Dissent Rights exercised or purported to have been exercised by any Shareholder received by Comamtech in relation to the Meeting and the Arrangement Resolution and any withdrawal of Dissent Rights received by Comamtech and, subject to applicable Laws, any written communications sent by or on behalf of Comamtech to any Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution. 2.8.11 Comamtech will give notice to the Corporation of the Meeting and allow the Corporation’s representatives and legal counsel to attend the Meeting.

Preparation of Filings. 2.7.1 Purchaser and Target shall (a) The Parties will co-operate with each other, and permit each other to provide comments to the extent reasonably practicable, in the preparation of any application for the Regulatory Approvals and any other orders, registrations, consents, filings, rulings, exemptions, no-action letters and approvals and the preparation of any documents reasonably deemed by either of the Parties to be necessary to discharge its their respective obligations or otherwise advisable under applicable Laws in connection with the Arrangement and this Agreement as promptly as practicable hereafter. 2.7.2 Purchaser (b) As part of the co-operation contemplated by Section 2.6(a), the Parties shall keep each other apprised of the status of any communications to the Competition Bureau including providing in advance of filing drafts of submissions, applications, notifications and Target material communications, and providing copies of any material communications from the Competition Bureau including any subsequent requests for information, and the Parties shall prepare and file promptly any additional information pursuant to such request. The Parties’ counsel may review and exchange on an external counsel-only basis any confidential or competitively- sensitive information in order to prepare the application and in order to enable the parties to fulfill the conditions precedent relating to the Competition Act. (c) The Parties will co-operate in the preparation, filing and mailing of the Target Peak Circular. In particular, Purchaser shall Peak will provide Target with such disclosure concerning Purchaser, including pro-forma financial statements required under Securities Laws for significant acquisitions, as may be required by applicable Laws. Target shall provide Purchaser Parent and its representatives with a reasonable opportunity to review and comment on the Target Peak Circular, and, including by providing on a timely basis a description of any information required to be supplied by Parent for inclusion in particular, Purchaser shall be entitled to approve those portions of the Target Circular that include information about PurchaserPeak Circular, prior to its mailing to Target Peak Shareholders and filing in accordance with the Interim Order and applicable Laws. Subject to Section 2.7.3, Parent and Purchaser acknowledges acknowledge that whether or not such comments are appropriate or any revisions will be made as a result thereof to the Target Peak Circular will be determined solely by Target Peak, acting reasonably. 2.7.3 Target shall (d) Peak will ensure that the Target Peak Circular complies with the Interim Order and all applicable Laws and, without limiting the generality of the foregoing, that the Target Peak Circular 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 under which they are made (other than with respect to any information relating to and provided by PurchaserParent, Purchaser or their Affiliates). Peak will promptly inform Parent of any requests or comments made by Securities Authorities in connection with the Peak Circular. 2.7.4 (e) Parent will, on a timely basis, furnish to Peak such information concerning Parent, Purchaser shall or their Affiliates as may be reasonably required by Peak in the preparation of the Peak Circular and other documents related thereto, and Parent will ensure that the information to be supplied by it for inclusion in the Target Peak Circular will, at the time of the mailing of the Target Peak Circular, not contain any material misstatement, untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, contained therein not misleading in light of the circumstances under which they are made, not misleading. 2.7.5 (f) Each of Target the Parties will, in the case of Peak only with respect to Peak and in the case of Parent and Purchaser shall only with respect to Parent and Purchaser, promptly notify the other if at any time before the Effective Time it becomes aware that the Target Peak Circular, an application for a Regulatory Approval or any other order, registration, consent, ruling, exemption, no-action letter or approval, any registration statement or any circular or other filing under applicable Laws contains an 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 under which they are made, or of information that otherwise requires an amendment or supplement to the Target Peak Circular, such application, registration statement, circular or filing, and the Parties shall will co-operate in the preparation of such amendment or supplement as required, including the distribution and filing of such amendment or supplement by Peak. (g) Peak will advise Parent as Parent may reasonably request and at least on a daily basis on each of the last seven Business Days prior to the Peak Meeting, as to the aggregate tally of the proxies received by Peak (including voting reports prepared by Broadridge) in respect of the Arrangement Resolution and any other matters to be considered at the Peak Meeting. (h) Peak will give notice to Parent of the Peak Meeting and allow Parent’s representatives and legal counsel to attend the Peak Meeting.

Preparation of Filings. 2.7.1 (1) Purchaser and Target Fairmont shall co-operate with each other, and permit each other to provide comments to the extent reasonably practicable, in the preparation of any application for the Regulatory Approvals and any other orders, registrations, consents, filings, rulings, exemptions, no-action letters and approvals and the preparation of any documents reasonably deemed by either of the Parties to be necessary to discharge its respective obligations or otherwise advisable under applicable Laws in connection with the Arrangement and this Agreement as promptly as practicable hereafter. 2.7.2 (2) Purchaser and Target Fairmont shall co-operate in the preparation, filing and mailing of the Target Fairmont Circular. In particular, Purchaser shall provide Target with such disclosure concerning Purchaser, including pro-forma financial statements required under Securities Laws for significant acquisitions, as may be required by applicable Laws. Target Fairmont shall provide Purchaser with a reasonable opportunity to review and comment on the Target Fairmont Circular, and, in particular, Purchaser shall including by providing on a timely basis any information required to be entitled to approve those portions of the Target Circular that include information about supplied by Purchaser, prior to its mailing to Target Fairmont Shareholders and filing in accordance with the Interim Order and applicable Laws. Subject to Section 2.7.3, Purchaser acknowledges that whether or not such comments are appropriate or any revisions will be made as a result thereof to the Target Fairmont Circular will be determined solely by Target Fairmont acting reasonably. 2.7.3 Target (3) Fairmont shall ensure that the Target Fairmont Circular complies with the Interim Order and all applicable Laws and, without limiting the generality of the foregoing, that the Target Fairmont Circular 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 and provided by Purchaser). 2.7.4 (4) Purchaser shall ensure that the information to be supplied by it for inclusion in the Target Fairmont Circular will, at the time of the mailing of the Target Fairmont Circular, not contain any material misstatement, untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. 2.7.5 (5) Each of Target Fairmont and Purchaser shall promptly notify the other if at any time before the Effective Time it becomes aware that the Target Fairmont Circular, an application for a Regulatory Approval or any other order, registration, consent, ruling, exemption, no-action letter or approval, any registration statement or any circular or other filing under applicable Laws contains an 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 Target Fairmont Circular, such application, registration statement, circular or filing, and the Parties shall co-operate in the preparation of such amendment or supplement as required.

Preparation of Filings. 2.7.1 Purchaser and Target shall co-operate with each other, and permit each other to provide comments to the extent reasonably practicable, in the preparation of any application for the Regulatory Approvals and any other orders, registrations, consents, filings, rulings, exemptions, no-action letters and approvals and the preparation of any documents reasonably deemed by either of the Parties to be necessary to discharge its respective obligations or otherwise advisable under applicable Laws in connection with the Arrangement and this Agreement as promptly as practicable hereafter. 2.7.2 Purchaser and Target shall co-operate in the preparation, filing and mailing of the Target Circular. In particular, Purchaser shall provide Target with such disclosure concerning Purchaser, including pro-forma financial statements required under Securities Laws for significant acquisitions, as may be required by applicable Laws. Target shall provide Purchaser with a reasonable opportunity to review and comment on the Target Circular, and, in particular, Purchaser shall be entitled to approve those portions of the Target Circular that include information about Purchaser, prior to its mailing to Target Shareholders and filing in accordance with the Interim Order and applicable Laws. Subject to Section 2.7.30, Purchaser acknowledges that whether or not such comments are appropriate or any revisions will be made as a result thereof to the Target Circular will be determined solely by Target acting reasonably. 2.7.3 Target shall ensure that the Target Circular complies with the Interim Order and all applicable Laws and, without limiting the generality of the foregoing, that the Target Circular 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 and provided by Purchaser). 2.7.4 Purchaser shall ensure that the information to be supplied by it for inclusion in the Target Circular will, at the time of the mailing of the Target Circular, not contain any material misstatement, untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. 2.7.5 Each of Target and Purchaser shall promptly notify the other if at any time before the Effective Time it becomes aware that the Target Circular, an application for a Regulatory Approval or any other order, registration, consent, ruling, exemption, no-action letter or approval, any registration statement or any circular or other filing under applicable Laws contains an 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 Target Circular, such application, registration statement, circular or filing, and the Parties shall co-operate in the preparation of such amendment or supplement as required.