Proper Form of Notice. To be in proper written form, a Nominating Shareholder’s notice to the secretary must be in writing and must set forth or be accompanied by, as applicable:
(1) as to each person whom the Nominating Shareholder proposes to nominate for election as a director (each a “Proposed Nominee”):
(a) the name, age, business address and residential address of the Proposed Nominee;
(b) the principal occupation, business or employment of the Proposed Nominee, both present and for the five years preceding the notice;
(c) the number of securities of each class of voting securities of the Corporation or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by the Proposed Nominee, as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice;
(d) a description of any relationship, agreement, arrangement or understanding (including financial, compensatory or indemnity related or otherwise) between the Nominating Shareholder and the Proposed Nominee, or any affiliates or associates of, or any person or entity acting jointly or in concert with the Nominating Shareholder or the Proposed Nominee, in connection with the Proposed Nominee’s nomination and election as director;
(e) whether the Proposed Nominee is party to any existing or proposed relationship, agreement, arrangement or understanding with any competitor of the Corporation or its affiliates or any other third party which may give rise to a real or perceived conflict of interest between the interests of the Corporation and the interests of the Proposed Nominee;
(f) whether the Proposed Nominee is eligible for consideration as an independent director under the relevant standards contemplated by applicable securities laws or any stock exchange rules that may be applicable to the Corporation; and
(g) any other information relating to the Proposed Nominee that would be required to be disclosed in a dissident’s proxy circular or other filings required to be made in connection with the solicitation of proxies for election of directors pursuant to the Act or any applicable securities laws;
(2) as to each Nominating Shareholder:
(a) the name, business and, if applicable, residential address of such Nominating Shareholder;
(b) the number of securities of each class of voting securities of the Corporation or any of its subsidiaries beneficially owned, or controlled or directed, d...
Proper Form of Notice. To be in proper written form, a Nominating Shareholder's notice to the corporate secretary must comply with all the provisions of this Section 10.12 and disclose or include, as applicable:
Proper Form of Notice. To be in proper written form, a Nominating Shareholder's notice must set forth or be accompanied by, as applicable:
(i) as to each person whom the Nominating Shareholder proposes to nominate for election as a director (a "Proposed Nominee"):
(A) the name, age and business and residential address of the Proposed Nominee;
(B) the principal occupation, business or employment of the Proposed Nominee, both at present and within the five years preceding the notice;
(C) whether the Proposed Nominee is a resident Canadian within the meaning of the Act;
(D) the number of securities of each class of voting securities of the Corporation or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by the Proposed Nominee, as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice;
(E) a description of any relationship, agreement, arrangement or understanding (financial, compensation or indemnity related or otherwise) between the Nominating Shareholder and the Proposed Nominee, or any affiliates or associates (within the meaning attributed to such terms under the Applicable Securities Laws) of, or any person or entity acting jointly or in concert with the Nominating Shareholder or the Proposed Nominee, in connection with the Proposed Nominee's nomination and election as a director;
(F) whether the Proposed Nominee is party to any existing or proposed relationship, agreement, arrangement or understanding with any competitor, supplier, officer, employee or other person having or involved in any contractual or fiduciary relationship with the Corporation or any other third party which may give rise to a real or perceived conflict of interest between the interests of the Corporation and the interests of the Proposed Nominee; and
(G) any other information relating to the Proposed Nominee that would be required to be disclosed in a dissident's proxy circular in connection with solicitations of proxies for election of directors or required by the Act or Applicable Securities Laws to determine the independence of the proposed nominee or his or her eligibility to serve as a director of the Corporation or a member of any committee of the board;
(ii) as to the Nominating Shareholder:
(A) the name, business and residential address of the Nominating Shareholder;
(B) the number of securities of each class of voting securities of the Cor...
