Common use of Proxy Statement; Shareholders Meeting Clause in Contracts

Proxy Statement; Shareholders Meeting. (a) Company shall (i) as soon as reasonably practicable following the execution of this Agreement (but in no event later than 15 Business Days after the date of this Agreement), prepare and file with the SEC, use its commercially reasonable efforts to have cleared by the SEC and thereafter mail to its shareholders the Proxy Statement and all other proxy materials required in connection with the Shareholders Meeting, (ii) notify Parent and Merger Sub of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent and Merger Sub copies of all correspondence between Company or any of its Representatives and the SEC, (iii) give Parent and Merger Sub and their counsel the opportunity to review the Proxy Statement prior to its being filed with the SEC and give Parent and Merger Sub and their counsel the opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC (and, in each such case, give reasonable consideration to any comments made by Parent or its Representatives), (iv) subject to Section 5.3(b) and the right of Company to terminate this Agreement as provided in Section 7.1(d)(ii), use its commercially reasonable efforts to obtain the Shareholder Approval and (v) set a record date for the Shareholders Meeting as early as practicable following the clearance of the Proxy Statement by the SEC or a determination by the SEC not to review the Proxy Statement and otherwise to comply with all legal requirements applicable to the Shareholders Meeting. Parent and Merger Sub will use commercially reasonable efforts to deliver to Company all information reasonably requested by Company for inclusion in the Proxy Statement. If at any time prior to the Effective Time any information relating to Company or Parent, or any of their respective directors or officers, become known by Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of Company.

Proxy Statement; Shareholders Meeting. (a) Promptly following the Closing, the Company shall take all action necessary to call a meeting of its shareholders (ithe "Shareholders Meeting") as soon as reasonably practicable following for the execution purpose of this Agreement seeking approval of the Company's shareholders for the Reverse Split and the Amendment (but in no event later than 15 Business Days after the date of this Agreement"Proposals"). In connection therewith, the Company will promptly prepare and file with proxy materials (including a proxy statement and form of proxy) for use at the SECShareholders Meeting and, use after receiving and promptly responding to any comments of any applicable securities regulator thereon, shall promptly mail such proxy materials to the shareholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its commercially reasonable efforts to have cleared by investment in the SEC and thereafter mail to its shareholders Company as the Company may reasonably request for inclusion in the Proxy Statement Statement. The Company will comply with applicable Canadian and all other United States securities laws in relation to any proxy materials required statement (as amended or supplemented, the "Proxy Statement") and any form of proxy to be sent to the shareholders of the Company in connection with the Shareholders Meeting, (ii) notify Parent and Merger Sub of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by shall not, on the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent and Merger Sub copies of all correspondence between Company or any of its Representatives and the SEC, (iii) give Parent and Merger Sub and their counsel the opportunity to review the Proxy Statement prior to its being filed with the SEC and give Parent and Merger Sub and their counsel the opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC (and, in each such case, give reasonable consideration to any comments made by Parent or its Representatives), (iv) subject to Section 5.3(b) and the right of Company to terminate this Agreement as provided in Section 7.1(d)(ii), use its commercially reasonable efforts to obtain the Shareholder Approval and (v) set a record date for the Shareholders Meeting as early as practicable following the clearance of the Proxy Statement by (or any amendment thereof or supplement thereto) is first mailed to shareholders or at the SEC or a determination by the SEC not to review the Proxy Statement and otherwise to comply with all legal requirements applicable to time of the Shareholders Meeting. Parent and Merger Sub will use commercially reasonable efforts to deliver to Company all information reasonably requested by Company for inclusion in the Proxy Statement. If at , contain any time prior to the Effective Time any information relating to Company or Parent, or any of their respective directors or officers, become known by Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement would not include any misstatement untrue statement of a material fact or omit to state any material fact necessary in order to make the statements thereinmade therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Shareholders Meeting which has become false or misleading. If the Company should discover, at any time prior to the Closing, any event relating to the Company or any of its Subsidiaries or any of their respective affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in light of addition to the circumstances Company's obligations under which they were made, not misleadingapplicable Canadian and United States securities laws, the party which discovers such information shall Company will promptly notify inform the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of CompanyInvestors thereof.

Proxy Statement; Shareholders Meeting. (a) Company shall (i) as As soon as reasonably practicable following the execution of this Agreement (but in no event later than 15 Business Days after the date of this Agreement), Company shall prepare and file with the SEC, SEC the Proxy Statement. Company will use its commercially reasonable best efforts to have cleared cause the Proxy Statement to be mailed to Company’s shareholders as promptly as reasonably practicable following clearance by the SEC and thereafter mail of the Proxy Statement. Company will advise Parent, promptly after it receives notice thereof, or any request by the SEC to its shareholders amend the Proxy Statement or comments on the Proxy Statement or the transactions or documents described therein and all other proxy materials required in connection responses thereto or requests by the SEC for additional information and Company shall use its reasonable best efforts to respond (with the Shareholders Meeting, (iiassistance of Parent) notify Parent and Merger Sub of the receipt of as promptly as practicable to any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent and Merger Sub copies of all correspondence between Company or any of its Representatives and the SEC, (iii) give Parent and Merger Sub and their counsel the opportunity to review the Proxy Statement prior to its being filed with the SEC and give Parent and Merger Sub and their counsel the opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC (and, in each such case, give reasonable consideration to any comments made by Parent or its Representatives), (iv) subject to Section 5.3(b) and the right of Company to terminate this Agreement as provided in Section 7.1(d)(ii), use its commercially reasonable efforts to obtain the Shareholder Approval and (v) set a record date for the Shareholders Meeting as early as practicable following the clearance of the Proxy Statement by the SEC or a determination by the SEC not to review the Proxy Statement and otherwise to comply with all legal requirements applicable to the Shareholders Meeting. Parent and Merger Sub will use commercially reasonable efforts to deliver to Company all information reasonably requested by Company for inclusion in the Proxy Statementthereto. If at any time prior to the Effective Time any event occurs with respect to Company or any Subsidiary of Company, or any change occurs with respect to information relating to supplied by or on behalf of Company or Parent, respectively, for inclusion in the Proxy Statement that, in each case, is required to be described in an amendment of, or any of their respective directors or officersa supplement to, become known by the Proxy Statement, Company or Parent, as applicable, shall promptly notify the other of such event, and Company and Parent which should be set forth shall cooperate in an the prompt filing with the SEC of any necessary amendment or supplement to the Proxy StatementStatement and, so that as required by Law, in disseminating the information contained in such amendment or supplement to Company’s shareholders. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein(or, in light of the circumstances under which they were madeeach case, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate any amendment or supplement describing such information shall be promptly filed with thereto) or responding to any comments of the SEC andwith respect thereto, Company shall provide Parent an opportunity to the extent required review and comment on such document or response and shall consider in good faith any comments reasonably proposed by applicable Law, disseminated to the shareholders of CompanyParent.

Proxy Statement; Shareholders Meeting. (a) Company In accordance with the NCBCA, the articles of incorporation and the bylaws of the Company, the Exchange Act, and any applicable rules and regulations of NYSE, the Company, in consultation with Parent, shall (i) as soon promptly as reasonably practicable following the execution of this Agreement (but in no event later than 15 Business Days after the date of this Agreement), prepare for the purpose of obtaining the Requisite Company Vote, duly set a record date for, call, give notice of, convene and file with hold a special meeting of shareholders of the SEC, use its commercially reasonable efforts to have Company (the “Shareholders Meeting”) as promptly as reasonably practicable following the date upon which the Proxy Statement is cleared by the SEC (with the record date and thereafter mail meeting date to its be set by the board of directors of the Company after consultation with Parent regarding such dates). Subject to the terms of this Agreement, the board of directors of the Company shall recommend that the shareholders of the Proxy Statement Company vote in favor of approval of the Merger and all other proxy materials required the adoption of this Agreement. The Company shall comply with the NCBCA, the articles of incorporation and bylaws of the Company, the Exchange Act and the rules and regulations of NYSE in connection with the Shareholders Meeting, (ii) notify Parent including preparing and Merger Sub of the receipt of any comments of the SEC with respect to delivering the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent and Merger Sub copies of all correspondence between Company or any of its Representatives and the SEC, (iii) give Parent and Merger Sub and their counsel the opportunity to review the Proxy Statement prior to its being filed with the SEC and give Parent and Merger Sub and their counsel the opportunity to review all amendments and supplements to the Proxy Statement Company’s shareholders as required pursuant to the Exchange Act and all responses Section 6.4(b) below. Subject to requests for additional information and replies to comments prior to their being filed with, or sent tothe terms of this Agreement, the SEC (and, in each such case, give reasonable consideration to any comments made by Parent or its Representatives), (iv) subject to Section 5.3(b) and the right of Company to terminate this Agreement as provided in Section 7.1(d)(ii), shall use its commercially reasonable efforts to obtain solicit (or cause to be solicited) from its shareholders proxies constituting the Shareholder Approval and (v) set a record Requisite Company Vote. The Company shall not change the date for of, postpone or adjourn the Shareholders Meeting as early as practicable following without the clearance consent of Parent; provided that, without Parent’s consent, the Company may adjourn or postpone the Shareholders Meeting no more than two times (i) to ensure that any required supplement or amendment to the Proxy Statement by is provided to the SEC or Company’s shareholders within a determination by the SEC not to review the Proxy Statement and otherwise to comply with all legal requirements applicable to reasonable amount of time in advance of the Shareholders Meeting. Parent , (ii) to allow reasonable additional time to solicit from its shareholders proxies in favor of approval of the Merger and Merger Sub will use commercially reasonable efforts to deliver to the adoption of this Agreement or (iii) if as of the time for which the Company all information reasonably requested by Company for inclusion Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement. If at any time prior ) there are insufficient Shares represented (either in person or by proxy) to the Effective Time any information relating to Company or Parent, or any of their respective directors or officers, become known by Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement would not include any misstatement of constitute a material fact or omit to state any material fact quorum necessary to make conduct the statements therein, in light business of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment Shareholders Meeting or supplement describing such information shall be promptly filed with the SEC and, to the extent required that at such time the Company has not received proxies sufficient to allow the receipt of the Requisite Company Vote at the Shareholders Meeting; provided that the Stockholders Meeting shall not be postponed, recessed or adjourned pursuant to this proviso to a date that is more than thirty days after the date on which the Stockholders Meeting was originally scheduled without the prior written consent of Parent. Parent may cause the Company to postpone or adjourn the Shareholders Meeting by applicable Law, disseminated prior written notice to the shareholders Company once for a period of Companyno longer than ten business days if Parent believes in good faith that additional time is required to solicit shareholder proxies in favor of approval of the Merger and the adoption of this Agreement.