Common use of Primero Meeting Clause in Contracts

Primero Meeting. In a timely and expeditious manner, Primero shall: (i) forthwith carry out such terms of the Interim Order as are required under the terms thereof to be carried out by Primero; (ii) collaboratively together with Northgate, prepare and file the Joint Information Circular (which shall be in a form satisfactory to each of the Parties and their respective legal counsel acting reasonably), together with any other documents required by applicable Laws, in all jurisdictions where the Joint Information Circular is required to be filed and mail the Joint Information Circular, as ordered by the Interim Order and in accordance with all applicable Laws, in and to all jurisdictions where the Joint Information Circular is required to be mailed, complying in all material respects with all applicable Laws on the date of the mailing thereof and in the form and containing the information required by all applicable Laws, including all applicable corporate and securities legislation and requirements, and not containing any misrepresentation (as defined under applicable securities legislation and requirements) with respect thereto, other than with respect to any information relating to and provided by Northgate. Such Joint Information Circular will include information in sufficient detail to permit the Primero Shareholders and the Northgate Shareholders to form a reasoned judgment concerning the matters to be placed before them at the Primero Meeting or Northgate Meeting, as applicable, and to allow Northgate to rely upon the exemption from registration provided by section 3(a)(10) of the 1933 Act with respect to the issue of the Northgate Shares and Northgate Exchange Options to the Primero Shareholders and Primero Optionholders, respectively, as part of completion of the Arrangement; (iii) subject to the terms of this Agreement, Primero shall: (A) take all commercially reasonable lawful action to solicit proxies in favour of the Primero Resolution and the Primero Shareholder Approval, including, without limitation, retaining a proxy solicitation agent to solicit in favour of the Primero Resolution; (B) recommend to all Primero Shareholders that they vote in favour of this Agreement and the Arrangement and the Primero Resolution and the other transactions contemplated hereby or thereby; (C) not withdraw, modify or qualify, or publicly propose to or publicly state that it intends to withdraw, modify or qualify in any manner adverse to Northgate such recommendation or the approval, recommendation or declaration of advisability of the Primero Board (a “Change in Primero Recommendation”), it being understood that failing to affirm the approval or recommendation of the Primero Board of the transactions contemplated herein after a Primero Acquisition Proposal has been publicly announced shall be considered an adverse modification except as expressly permitted by sections 6.1 and 6.2 hereof; and (D) include in the Joint Information Circular a statement that, subject to applicable Law, each director and officer of Primero intends to vote all of such Person’s Primero Shares and securities in favour of the Primero Resolution; (iv) convene and conduct the Primero Meeting in accordance with Primero’s constating documents and applicable Laws as soon as reasonably practicable and in any event no later than September 30, 2011. Primero shall use its commercially reasonable efforts to schedule the Primero Meeting on the same day as the Northgate Meeting; (v) provide notice to Northgate of the Primero Meeting and allow representatives of Northgate to attend the Primero Meeting; (vi) at the reasonable request of Northgate from time to time Primero shall provide Northgate with a list (in both written and electronic form) of the registered Primero Shareholders, together with their addresses and respective holdings of Primero Shares, with a list of the names and addresses and holdings of all Persons having rights issued by Primero to acquire Primero Shares (including holders of Primero Options and Primero Warrants) and a list of non-objecting beneficial owners of Primero Shares, together with their addresses and respective holdings of Primero Shares. Primero shall from time to time require that its registrar and transfer agent furnish Northgate with such additional information, including updated or additional lists of Primero Shareholders and lists of holdings and other assistance as Northgate may reasonably request; (vii) provide Northgate with information on the proxies received and the Primero Shareholder votes on the Primero Resolution on a daily basis commencing at least ten Business Days before the date of the Primero Meeting to the extent that such information is available to Primero; (viii) conduct the Primero Meeting in accordance with the Interim Order, the BCBCA, the articles of Primero and as otherwise required by applicable Laws; and (ix) take all such actions as may be required under the BCBCA in connection with the transactions contemplated by this Agreement and the Plan of Arrangement.