Common use of Proxy Circular Clause in Contracts

Proxy Circular. As promptly as practicable after the execution and delivery of this Arrangement Agreement, the Company, in consultation with Parent, will prepare and complete the Proxy Circular together with any other documents required by the OBCA or other applicable Laws in connection with the Special Meeting. The Proxy Circular and such other documents, together with any supplements or amendments thereto, shall be in form and substance satisfactory to Parent (and Parent’s external counsel) acting reasonably. The Company will file with the appropriate Governmental Entities the Proxy Circular and any other documentation required to be filed under the Interim Order and applicable Laws in all jurisdictions where the Proxy Circular is required to be filed by the Company and mail or cause to be mailed the Proxy Circular and any other documentation required to be mailed under the Interim Order and applicable Laws to Maple Shareholders, Optionholders, holders of DSUs, the directors of the Company, the auditors of the Company and any other required persons with a targeted date of on or before January 14, 2011 and in any event on or before January 26, 2011 (the “Mailing Deadline”), all in accordance with the terms of the Interim Order and applicable Laws. Parent will provide such assistance as the Company may reasonably request in such regard. In a timely and expeditious manner, the Company shall prepare (in consultation with Parent) and file amendments or supplements to the Proxy Circular (which amendments or supplements shall be in a form satisfactory to Parent and its external counsel, each acting reasonably) required by applicable Laws or as otherwise agreed between the Company and Parent with respect to the Special Meeting and mail or otherwise disseminate such amendments or supplements, as required by the Interim Order and in accordance with all applicable Laws, to such persons and in all jurisdictions where such amendments or supplements are required to be mailed or disseminated, complying in all material respects with all applicable Laws on the date of the mailing or dissemination thereof. Parent agrees to indemnify and save harmless the Company, its Subsidiaries and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company, any Subsidiary or any of their respective directors, officers, employees, agents, advisors or representatives may be subject or may suffer that results primarily from any Misrepresentation or alleged Misrepresentation in any information with respect to Parent or Acquisition Sub included in the Proxy Circular and that is provided by or on behalf of Parent or Acquisition Sub for the purpose of inclusion in the Proxy Circular.

Proxy Circular. As promptly as practicable after the execution and delivery of this Arrangement Agreement, the Company, in consultation with Parentthe Acquiror, will prepare and complete the Proxy Circular together with any other documents required by the OBCA CBCA or other applicable Laws in connection with the Arrangement and the Special Meeting. The Proxy Circular and such other documents, together with any supplements or amendments thereto, shall be in form and substance satisfactory to Parent the Acquiror (and Parentthe Acquiror’s external outside counsel) acting reasonably. The Company will file with the appropriate Governmental Entities the Proxy Circular and any other documentation required to be filed under the Interim Order and applicable Laws in all jurisdictions where the Proxy Circular is required to be filed by the Company and mail or cause to be mailed the Proxy Circular and any other documentation required to be mailed under the Interim Order and applicable Laws to Maple Certicom Shareholders, Optionholders, holders of DSUs, the directors of the Company, the auditors of the Company and any other required persons with a targeted date of on or before January 14February 12, 2011 2009, and in any event on or before January 26February 18, 2011 2009 (the “Mailing Deadline”), all in accordance with the terms of the Interim Order and applicable Laws. Parent The Acquiror will provide such assistance as the Company may reasonably request in such regard. In a timely and expeditious manner, the Company shall prepare (in consultation with Parentthe Acquiror) and file amendments or supplements to the Proxy Circular (which amendments or supplements shall be in a form satisfactory to Parent the Acquiror and its external outside counsel, each acting reasonably) required by applicable Laws or as otherwise agreed between the Company and Parent the Acquiror with respect to the Special Meeting and mail or otherwise disseminate such amendments or supplements, as required by the Interim Order and in accordance with all applicable Laws, to such persons and in all jurisdictions where such amendments or supplements are required to be mailed or disseminated, complying in all material respects with all applicable Laws on the date of the mailing or dissemination thereof. Parent agrees to indemnify and save harmless the Company, its Subsidiaries and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company, any Subsidiary or any of their respective directors, officers, employees, agents, advisors or representatives may be subject or may suffer that results primarily from any Misrepresentation or alleged Misrepresentation in any information with respect to Parent or Acquisition Sub included in the Proxy Circular and that is provided by or on behalf of Parent or Acquisition Sub for the purpose of inclusion in the Proxy Circular.

Proxy Circular. As Unless the Arrangement Resolution has been approved by written resolution executed by all of the Company Shareholders in lieu of the Special Meeting: (a) as promptly as practicable after the execution and delivery of this Arrangement Agreement, the Company, in consultation with Parent, will shall prepare and complete the Proxy Circular together with any other documents required by the OBCA Act or other applicable Laws in connection with the Arrangement and the Special Meeting. The Proxy Circular and such other documents, together with any supplements or amendments thereto, shall be in form and substance satisfactory to Parent ; (and Parent’s external counselb) acting reasonably. The Company will file with the appropriate Governmental Entities the Proxy Circular and any other documentation required to be filed under the Interim Order and applicable Laws in all jurisdictions where the Proxy Circular is required to be filed by the Company and shall mail or cause to be mailed and submit or cause to be submitted the Proxy Circular and any other documentation required to be mailed or submitted under the Interim Order and applicable Laws to Maple the Company Shareholders, Optionholders, holders of DSUs, the directors of the Company, the auditors of the Company and any other required persons Persons as promptly as practicable in order to comply with a targeted date the terms of on or before January 14, 2011 and in any event on or before January 26, 2011 (the “Mailing Deadline”)this Agreement, all in accordance with the terms of the Interim Order and applicable Laws. Laws and Parent will shall provide such assistance as the Company may reasonably request in such regard. In ; provided that, in no event, shall the Proxy Circular and such other documentation be mailed or submitted to any of such aforementioned Persons until the Company has obtained the Interim Order; and (c) in a timely and expeditious manner, the Company shall prepare (in consultation with Parent) and file submit or cause to be submitted amendments or supplements to the Proxy Circular (which amendments or supplements shall be in a form satisfactory to Parent and its external counsel, each acting reasonably) required by applicable Laws or as otherwise agreed between the Company and Parent with respect to the Special Meeting and mail or otherwise disseminate such amendments or supplements, as required by the Interim Order and in accordance with all applicable Laws, to such persons Persons and in all jurisdictions where such amendments or supplements are required to be mailed or disseminated, complying in all material materials respects with all applicable Laws on the date of the mailing or dissemination thereof. Parent agrees to indemnify and save harmless the Company, its Subsidiaries and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company, any Subsidiary or any of their respective directors, officers, employees, agents, advisors or representatives may be subject or may suffer that results primarily from any Misrepresentation or alleged Misrepresentation in any information with respect to Parent or Acquisition Sub included in the Proxy Circular and that is provided by or on behalf of Parent or Acquisition Sub for the purpose of inclusion in the Proxy Circular.

Proxy Circular. As promptly soon as reasonably practicable after the execution and delivery of this Arrangement Agreement, the Company, in consultation with Parent, will prepare and complete the Proxy Circular together with any other documents required by the OBCA ABCA or other applicable Laws or otherwise necessary or desirable in connection with the Special MeetingMeeting and the completion of the Arrangement. The Proxy Circular and such other documents, together with any supplements or amendments thereto, shall be in form and substance satisfactory to Parent (and Parent’s external outside counsel) ), acting reasonably. The Company will file with the appropriate Governmental Entities the Proxy Circular and any other documentation required to be filed under the Interim Order and applicable Laws in all jurisdictions where in which the Proxy Circular is required to be filed by the Company and mail or cause to be mailed the Proxy Circular and any other documentation required to be mailed under the Interim Order and applicable Laws to Maple Shareholders, registered Optionholders, registered Warrantholders, registered holders of DSUsRSAs and registered holders of RSUs, the directors of the Company, the auditors of the Company and any other required persons with a targeted date of on or before January 14, 2011 and in any event on or before January 26, 2011 (the “Mailing Deadline”)persons, all in accordance with the terms of the Interim Order and applicable Laws. Parent will provide such assistance as the Company may reasonably request in such regard. In a timely and expeditious manner, the Company shall prepare (in consultation with Parent) and file amendments or supplements to the Proxy Circular (which amendments or supplements shall be in a form satisfactory to Parent and its external outside counsel, each acting reasonably) required by applicable Laws or as otherwise agreed between the Company and Parent with respect to the Special Meeting and mail or otherwise disseminate such amendments or supplements, as required by the Interim Order and in accordance with all applicable Laws, to such persons and in all jurisdictions where such amendments or supplements are required to be mailed or disseminated, complying in all material respects with all applicable Laws on the date of the mailing or dissemination thereof. Parent agrees Each party shall use its commercially reasonable efforts to indemnify cause its independent auditor and save harmless the Company, any other of its Subsidiaries and their respective directors, officers, employees, agents, advisors and representatives from and against whom any and all liabilities, claims, demands, losses, costs, damages and expenses expert information is required to which the Company, any Subsidiary or any of their respective directors, officers, employees, agents, advisors or representatives may be subject or may suffer that results primarily from any Misrepresentation or alleged Misrepresentation in any information with respect to Parent or Acquisition Sub included in the Proxy Circular and that is provided by or on behalf to provide consent to such inclusion of Parent or Acquisition Sub for the purpose of inclusion information in the Proxy Circular. Parent shall use its commercially reasonable efforts to furnish the Company with a consent permitting such inclusion and the identification in the Proxy Circular of such advisor.