Common use of Target Meeting Clause in Contracts

Target Meeting. Subject to receipt of the Interim Order and the terms of this Agreement: (a) Target agrees to convene and conduct the Target Meeting for the purposes of considering the Arrangement Resolution in accordance with the Interim Order, Target’s constating documents and applicable Laws as soon as reasonably practicable and in any event on or before April 4, 2011 and to not adjourn or postpone the Target Meeting except as otherwise expressly permitted or required by this Agreement or as required by applicable Law (including for quorum purposes), provided, however, that if prior to the scheduled date of such meeting, Target receives an Acquisition Proposal within seven Business Days of the date scheduled for the Target Meeting, Target shall be permitted to postpone or adjourn that meeting for a period of up to 15 days in order to properly deal with such Acquisition Proposal and, if the Target Board ultimately determines it to be a Superior Proposal, to observe and satisfy Acquiror’s Response Period, all as contemplated in Article 7 and Article 9 hereof (and to postpone the Target Meeting to a day not more than five Business Days following the expiry of the Acquiror’s Response Period, if requested by Acquiror to do so); and provided further that, in exercising the right to postpone or adjourn set out in this Section 2.2(a), Target shall not be permitted to change the record date for the Target Meeting. (b) Target will use commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution, including, if so requested by Acquiror and at the Acquiror’s cost, by using proxy solicitation services designated by Acquiror. Target shall instruct Target’s transfer agent and any such proxy solicitation agents to report to Acquiror and its designated Representatives concurrently with their reports to Target, and to advise Acquiror as Acquiror may reasonably request, and on a daily basis on each of the last ten (10) Business Days prior to the Target Meeting, as to the aggregate tally of the proxies received by Target in respect of the Arrangement Resolution. (c) Target will promptly advise Acquiror of any written notice of dissent or purported exercise by any Target Shareholder of Dissent Rights received by Target in relation to the Arrangement Resolution and any withdrawal of Dissent Rights received by Target and, subject to applicable Law, any written communications sent by or on behalf of Target to any Target Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution. (d) Within five (5) days of execution of this Agreement and as soon as practical after the record date for the Target Meeting, Target will prepare or cause to be prepared by its transfer agent and provided to Acquiror a list of the holders of Target Shares and Target Options, and will deliver to Acquiror thereafter on demand supplemental lists setting out any changes thereto, all such deliveries to be in electronic format if available from Target’s transfer agent.

Target Meeting. Subject to receipt of the Interim Order and the terms of this Agreement: (a) Target agrees to convene and conduct the Target Meeting for the purposes of considering the Arrangement Resolution in accordance with the Interim Order, Target’s constating documents and applicable Laws as soon as reasonably practicable and in any event on or before April 4August 15, 2011 2012, or such other date as may be agreed upon between Purchaser and to not adjourn or postpone the Target Meeting except as otherwise expressly permitted or required by this Agreement or as required by applicable Law (including for quorum purposes)Target, provided, however, that if prior to the scheduled date of such meeting, Target receives an Acquisition Proposal within seven Business Days of the date scheduled for the Target Meeting, Target shall be permitted to postpone or adjourn that meeting for a period of up to 15 days in order to properly deal with such Acquisition Proposal and, if Meeting falls within the Target Board ultimately determines it to be a Superior Proposal, to observe and satisfy Acquiror’s Response Period, all as contemplated Target shall, at the request of Purchaser, postpone the meeting to a date acceptable to Purchaser, but not more than seven (7) business days after the initial meeting date, or in Article 7 and Article 9 hereof (and to postpone the event that the date of the Target Meeting falls within 10 days after the public announcement of an Acquisition Proposal, Target may postpone the meeting to a day date not more than five Business Days following three days after the expiry end of the Acquiror’s Response Period, if requested by Acquiror to do so); and provided further that, in exercising the right to postpone or adjourn set out in this Section 2.2(a), Target shall not be permitted to change the record date for the Target Meetingsuch ten business day period. (b) Target will use its commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution, including, if so requested by Acquiror and at the Acquiror’s costPurchaser, by using proxy solicitation services designated by Acquirorservices. Target shall instruct Target’s transfer agent and any such proxy solicitation agents to report to Acquiror and its designated Representatives concurrently with their reports to Targetacknowledges that Purchaser may, and to direct or indirectly, solicit proxies in favour of the approval of the Arrangement Resolution. (c) Target will advise Acquiror Purchaser as Acquiror Purchaser may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days 10 business days prior to the date of the Target Meeting, as to the aggregate tally of the proxies received by Target in respect of the Arrangement Resolution. (cd) Except to the extent required by a Governmental Entity or for quorum purposes (in the case of an adjournment), Target will not adjourn, postpone or cancel the Target Meeting without the prior written consent of Purchaser and the obligations of Target under this Section 2.3(d) will not be affected by the commencement, public proposal, public disclosure or communication to Target or another person of any Acquisition Proposal. (e) Target will promptly advise Acquiror Purchaser of any written notice of dissent or purported exercise by any Target Shareholder of Dissent Rights received by Target in relation to the Arrangement Resolution and any withdrawal of Dissent Rights received by Target and, subject to applicable Law, any written communications sent by or on behalf of Target to any Target Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution. (df) Within five (5) business days of the date of execution of this Agreement and as soon as practical after the record date for the Target MeetingAgreement, Target will use its commercially reasonable efforts to prepare or cause to be prepared by its transfer agent and provided provide to Acquiror Purchaser a list of the holders Target Securityholders, as well as a security position listing from each depository of Target Shares its securities, including CDS Clearing and Target OptionsDepositary Services Inc., and will obtain and will deliver to Acquiror Purchaser thereafter on demand supplemental lists as reasonably requested by the Purchaser, setting out any changes thereto, all such deliveries to be in electronic format printed form and, if available from Target’s transfer agentavailable, in computer-readable format. (g) Target will establish a cut off date for the delivery of proxies for the purpose of voting at the Target meeting that is not less than 48 hours prior to the commencement of the Target Meeting and will not waive such cut off date without the prior consent of Purchaser.

Target Meeting. Subject to receipt of the Interim Order and the terms of this Agreement: (a) Target agrees to shall convene and conduct the Target Meeting for the purposes of considering the Arrangement Resolution in accordance with the Interim Order, Target’s constating documents and applicable Laws as soon as reasonably practicable possible and in any event on or before April 4, 2011 and to not adjourn or postpone by the Target Meeting except as otherwise expressly permitted or required by this Agreement or as required by applicable Law (including for quorum purposes), provided, however, that if prior to the scheduled date of such meeting, Target receives an Acquisition Proposal within seven Business Days of the date scheduled for the Target Meeting, Target shall be permitted to postpone or adjourn that meeting for a period of up to 15 days in order to properly deal with such Acquisition Proposal and, if the Target Board ultimately determines it to be a Superior Proposal, to observe and satisfy Acquiror’s Response Period, all as contemplated in Article 7 and Article 9 hereof (and to postpone the Target Meeting to a day not more than five Business Days following the expiry of the Acquiror’s Response Period, if requested by Acquiror to do so); and provided further that, in exercising the right to postpone or adjourn set out in this Section 2.2(a), Target shall not be permitted to change the record date for the Target MeetingDate. (b) Target will use its commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution, including, if so requested by Acquiror and at the Acquiror’s cost, by using a proxy solicitation services designated by Acquiror. Target shall instruct Target’s transfer agent and any such proxy solicitation agents to report service reasonably acceptable to Acquiror and its designated Representatives concurrently with their reports to Target, and to the cost of such service will be paid by Acquiror. (c) Target will advise Acquiror as Acquiror may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days 10 business days prior to the date of the Target Meeting, as to the aggregate tally of the proxies received by Target in respect of the Arrangement Resolution. (cd) Except as required for quorum purposes in accordance with applicable corporate Law and the constating documents of Target or as otherwise permitted under this Agreement, Target will not adjourn, postpone or cancel the Target Meeting without the prior written consent of Acquiror and the obligations of Target under this Section 2.3(d) will not be affected by the commencement, public proposal, public disclosure or communication to Target or another person of any Acquisition Proposal; provided, however, that if the date of the Target Meeting falls within a Response Period, Target may, upon giving notice to Acquiror, postpone the Target Meeting to a date that is no more than two business days after the expiry of the Response Period. (e) Target will promptly advise Acquiror of any written notice of dissent or purported exercise by any Target Shareholder of Dissent Rights received by Target in relation to the Arrangement Resolution and any withdrawal of Dissent Rights received by Target and, subject to applicable Law, advise Acquiror of any written communications sent by or on behalf of Target to any Target Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution, consult with Acquiror prior to sending any such communications, and provide copies of any such communications to Acquiror on request. (df) Within five (5) business days after the date of execution of this Agreement and as soon as practical after the record date for the Target MeetingAgreement, Target will use its best efforts to prepare or cause to be prepared by its transfer agent and provided provide to Acquiror a list of the holders securityholders of Target Shares all classes, as well as a security position listing from each depository of its securities, including CDS Clearing and Target OptionsDepositary Services Inc., and will obtain and will deliver to Acquiror thereafter on demand supplemental lists setting out any changes thereto, all such deliveries to be in electronic format printed form and, if available from Targetavailable, in computer-readable format. (g) Target will establish a cut-off date for the delivery of proxies for the purpose of voting at the Target Meeting that is not less than 48 hours prior to the commencement of the Target Meeting and will not waive such proxy cut-off without the prior consent of Acquiror, which consent may be withheld in Acquiror’s transfer agentdiscretion. (h) As soon as reasonably practicable and in any event not later than 15 business days following execution of this Agreement, Target will convene a meeting of the Target Board to approve the Target Circular.

Target Meeting. Subject to receipt of the Interim Order and the terms of this Agreement: (a) Target agrees to convene and conduct the Target Meeting for the purposes of considering the Arrangement Resolution in accordance with the Interim Order, Target’s 's constating documents and applicable Laws as soon as reasonably practicable and in any event on or before April 41, 2011 and to not adjourn or postpone the Target Meeting except as otherwise expressly permitted or required by this Agreement or as required by applicable Law (including for quorum purposes)2011, provided, however, that if prior to the scheduled date of such meeting, Target receives an Acquisition Proposal within seven Business Days of the date scheduled for the Target Meeting, Target shall be permitted to postpone or adjourn that meeting for a period of up to 15 days in order to properly deal with such Acquisition Proposal and, if the Target Board ultimately determines it to be a Superior superior Proposal, to observe and satisfy Acquiror’s 's Response Period, all as contemplated in Article 7 and Article 9 hereof (and to postpone the Target Meeting to a day not more than five Business Days following the expiry of the Acquiror’s 's Response Period, if requested by Acquiror to do so); and provided further that, in exercising the right to postpone or adjourn set out in this Section 2.2(a2.3(a), Target shall not be permitted to change the record date for the Target Meetingits meeting, unless required by applicable Law. (b) Target will use commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution, including, if so requested by Acquiror and at the Acquiror’s 's cost, by using proxy solicitation services services, designated by Acquiror, in compliance with any Laws applicable to the solicitation of proxies. Target shall instruct Target’s 's transfer agent and any such proxy solicitation agents to report to Acquiror and its designated Representatives concurrently with their reports to Target, and to advise Acquiror as Acquiror may reasonably request, and on a daily basis on each of the last ten (10) Business Days prior to the Target Meeting, as to the aggregate tally of the proxies received by Target in respect of the Arrangement Resolution. (c) Target will promptly advise Acquiror of any written notice of dissent or purported exercise by any Target Shareholder of Dissent Rights received by Target in relation to the Arrangement Resolution and any withdrawal of Dissent Rights received by Target and, subject to applicable Law, any written communications sent by or on behalf of Target to any Target Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution. (d) Within five (5) days of execution of this Agreement and as soon as practical after the record date for the Target Meeting, Target will prepare or cause to be prepared by its transfer agent and provided to Acquiror a list of the holders of Target Shares and Target OptionsWarrants, and will deliver to Acquiror thereafter on demand supplemental lists setting out any changes thereto, all such deliveries to be in electronic format if available from the Target’s 's transfer agent.

Target Meeting. Subject to receipt of the Interim Order and the terms of this Agreement: (a) Target agrees to use its commercially reasonable efforts to convene and conduct the Target Meeting for the purposes of considering the Arrangement Resolution in accordance with the Interim Order, Target’s constating documents and applicable Laws as soon as reasonably practicable and in any event on or before April 4October 13, 2011 and to not adjourn or postpone the Target Meeting except as otherwise expressly permitted or required by this Agreement or as required by applicable Law (including for quorum purposes), provided, however, that if prior to the scheduled date of such meeting, Target receives an Acquisition Proposal within seven Business Days of the date scheduled for the Target Meeting, Target shall be permitted to postpone or adjourn that meeting for a period of up to 15 days in order to properly deal with such Acquisition Proposal and, if the Target Board ultimately determines it to be a Superior Proposal, to observe and satisfy Acquiror’s Response Period, all as contemplated in Article 7 and Article 9 hereof (and to postpone the Target Meeting to a day not more than five Business Days following the expiry of the Acquiror’s Response Period, if requested by Acquiror to do so); and provided further that, in exercising the right to postpone or adjourn set out in this Section 2.2(a), Target shall not be permitted to change the record date for the Target Meeting2013. (b) Target will use its commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution, including, if so requested by Acquiror Axxxxxxx and at the Acquiror’s costsole expense, by using proxy solicitation services designated by Acquiror. services. (c) Target shall instruct Target’s transfer agent and any such proxy solicitation agents to report to Acquiror and will use its designated Representatives concurrently with their reports to Target, and commercially reasonable efforts to advise Acquiror as Acquiror may reasonably request, and at least on a daily basis on each of the last ten (10) 10 Business Days prior to the date of the Target Meeting, as to the aggregate tally of the proxies received by Target in respect of the Arrangement Resolution. (cd) Except as required by a Governmental Entity, in this Agreement, for quorum purposes or as permitted by Section 7.3.4, Target will not adjourn, postpone or cancel the Target Meeting except (i) if a quorum is not present at the Target Meeting, (ii) if required by Applicable Laws, (iii) if required by the Target Shareholders, or (iv) if otherwise agreed to with the Acquiror in writing. (e) Target will promptly advise Acquiror of any written notice of dissent or purported exercise by any Target Shareholder of Dissent Rights received by Target in relation to the Arrangement Resolution and any withdrawal of Dissent Rights received by Target and, subject to applicable Law, any written communications sent by or on behalf of Target to any Target Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution. (df) Within five (5) days of the date of execution of this Agreement and as soon as practical after the record date for the Target MeetingAgreement, Target will use its commercially reasonable efforts to prepare or cause to be prepared by its transfer agent and provided provide to Acquiror a list of the holders securityholders of Target Shares all classes of shares in Target, as well as a security position listing from each depository of its securities, including CDS Clearing and Target OptionsDepositary Services Inc., and will obtain and will deliver to Acquiror thereafter on demand supplemental lists setting out any changes thereto, all such deliveries to be in electronic format printed form and, if available from Target’s transfer agentavailable, in computer-readable format. (g) As soon as reasonably practicable and in any event not later than 15 Business Days following execution of this Agreement, Target will use its commercially reasonable efforts to convene a meeting of the Target Board to approve the Target Circular.

Target Meeting. Subject to receipt of the Interim Order and the terms of this Agreement: (a) Target agrees to shall convene and conduct the Target Meeting for the purposes of considering the Arrangement Resolution in accordance with the Interim Order, Target’s constating documents and applicable Laws as soon as reasonably practicable possible and in any event on or before April 4, 2011 and to not adjourn or postpone by the Target Meeting except as otherwise expressly permitted or required by this Agreement or as required by applicable Law (including for quorum purposes), provided, however, that if prior to the scheduled date of such meeting, Target receives an Acquisition Proposal within seven Business Days of the date scheduled for the Target Meeting, Target shall be permitted to postpone or adjourn that meeting for a period of up to 15 days in order to properly deal with such Acquisition Proposal and, if the Target Board ultimately determines it to be a Superior Proposal, to observe and satisfy Acquiror’s Response Period, all as contemplated in Article 7 and Article 9 hereof (and to postpone the Target Meeting to a day not more than five Business Days following the expiry of the Acquiror’s Response Period, if requested by Acquiror to do so); and provided further that, in exercising the right to postpone or adjourn set out in this Section 2.2(a), Target shall not be permitted to change the record date for the Target MeetingDate. (b) Target will use its commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any person that is inconsistent with, or which seeks (without Xxxxxxx’x consent) to hinder or delay the passage of the Arrangement Resolution, including, if so requested by Acquiror and at the Acquiror’s costXxxxxxx, by using a proxy solicitation services designated by Acquiror. service reasonably acceptable to Xxxxxxx. (c) Target will permit Xxxxxxx, at Xxxxxxx’x cost, to, on behalf of management of Target, directly or through a soliciting dealer, actively solicit proxies in favour of the Arrangement in compliance with applicable Laws and Target shall instruct Target’s transfer agent and disclose in the Target Circular that Xxxxxxx is permitted to make such solicitations. (d) Target will provide Xxxxxxx with copies of or access to information regarding the Target Meeting generated by any such dealer or proxy solicitation agents firm, as may be reasonably requested by Xxxxxxx from time to report to Acquiror and its designated Representatives concurrently with their reports to Target, and to time. (e) Target will advise Acquiror Xxxxxxx as Acquiror Xxxxxxx may reasonably request, and at least on a daily basis on each of the last ten (10) 10 Business Days prior to the date of the Target Meeting, as to the aggregate tally of the proxies received by Target in respect of the Arrangement Resolution. (cf) Except as required for quorum purposes in accordance with applicable corporate Law and the constating documents of Target or as otherwise permitted under this Agreement, Target will not adjourn, postpone or cancel the Target Meeting without the prior written consent of Xxxxxxx and the obligations of Target under this Section 2.3(f) will not be affected by the commencement, public proposal, public disclosure or communication to Target or another person of any Acquisition Proposal; provided, however, that if the date of the Target Meeting falls within a Response Period, Target may, upon giving notice to Xxxxxxx, postpone the Target Meeting to a date that is no more than two Business Days after the expiry of the Response Period. (g) Target will promptly advise Acquiror Xxxxxxx of any written notice of dissent or purported exercise by any Target Shareholder of Dissent Rights received by Target in relation to the Arrangement Resolution and any withdrawal of Dissent Rights received by Target and, subject to applicable Law, promptly advise Xxxxxxx of any written communications sent by or on behalf of Target to any Target Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution, consult with Xxxxxxx prior to sending any such communications, and provide copies of any such communications to Xxxxxxx on request. (dh) Within five (5) days Business Days after the date of execution of this Agreement and as soon as practical after the record date for the Target MeetingAgreement, Target will use its best efforts to prepare or cause to be prepared by its transfer agent and provided provide to Acquiror Xxxxxxx a list of the holders securityholders of Target Shares all classes, as well as a security position listing from each depository of its securities, including CDS Clearing and Target OptionsDepositary Services Inc., and will obtain and will deliver to Acquiror Xxxxxxx thereafter on demand supplemental lists setting out any changes theretoto such list and security position listing, all such deliveries to be in electronic format printed form and, if available from Target’s transfer agentavailable, in computer- readable format. (i) Target will establish a cut-off date for the delivery of proxies for the purpose of voting at the Target Meeting that is not less than 48 hours prior to the commencement of the Target Meeting and will not waive such proxy cut-off without the prior consent of Xxxxxxx, which consent may be withheld in Xxxxxxx’x discretion. (j) As soon as reasonably practicable and in any event not later than 15 Business Days following execution of this Agreement, Target will convene a meeting of the Target Board to approve the Target Circular. (k) Notwithstanding the receipt by Target of a Superior Proposal, unless Xxxxxxx otherwise agrees, which agreement Xxxxxxx may withhold in its discretion, Target will continue to take all reasonable steps necessary to hold the Target Meeting and to cause the Arrangement Resolution to be voted on at the Target Meeting and not agree to adjourn or postpone the Target Meeting.

Target Meeting. Subject to receipt of the Interim Order and the terms of this Agreement: (a) Target agrees to convene and conduct the Target Meeting for the purposes of considering the Arrangement Resolution in accordance with the Interim Order, Target’s 's constating documents and applicable Laws as soon as reasonably practicable and in any event on or before April 41, 2011 and to not adjourn or postpone the Target Meeting except as otherwise expressly permitted or required by this Agreement or as required by applicable Law (including for quorum purposes)2011, provided, however, that if prior to the scheduled date of such meeting, Target receives an Acquisition Proposal within seven Business Days of the date scheduled for the Target Meeting, Target shall be permitted to postpone or adjourn that meeting for a period of up to 15 days in order to properly deal with such Acquisition Proposal and, if the Target Board ultimately determines it to be a Superior Proposal, to observe and satisfy Acquiror’s 's Response Period, all as contemplated in Article 7 and Article 9 hereof (and to postpone the Target Meeting to a day not more than five Business Days following the expiry of the Acquiror’s 's Response Period, if requested by Acquiror to do so); and provided further that, in exercising the right to postpone or adjourn set out in this Section 2.2(a2.3(a), Target shall not be permitted to change the record date for the Target Meetingits meeting, unless required by applicable Law. (b) Target will use commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution, including, if so requested by Acquiror and at the Acquiror’s 's cost, by using proxy solicitation services services, designated by Acquiror, in compliance with any Laws applicable to the solicitation of proxies. Target shall instruct Target’s 's transfer agent and any such proxy solicitation agents to report to Acquiror and its designated Representatives concurrently with their reports to Target, and to advise Acquiror as Acquiror may reasonably request, and on a daily basis on each of the last ten (10) Business Days prior to the Target Meeting, as to the aggregate tally of the proxies received by Target in respect of the Arrangement Resolution. (c) Target will promptly advise Acquiror of any written notice of dissent or purported exercise by any Target Shareholder of Dissent Rights received by Target in relation to the Arrangement Resolution and any withdrawal of Dissent Rights received by Target and, subject to applicable Law, any written communications sent by or on behalf of Target to any Target Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution. (d) Within five (5) days of execution of this Agreement and as soon as practical after the record date for the Target Meeting, Target will prepare or cause to be prepared by its transfer agent and provided to Acquiror a list of the holders of Target Shares and Target OptionsWarrants, and will deliver to Acquiror thereafter on demand supplemental lists setting out any changes thereto, all such deliveries to be in electronic format if available from the Target’s 's transfer agent.

Target Meeting. Subject to receipt of the Interim Order and the terms of this Agreement: (a) Target agrees to convene and conduct the Target Meeting for the purposes of considering the Arrangement Resolution in accordance with the Interim Order, Target’s 's constating documents and applicable Laws as soon as reasonably practicable and in any event on or before April 4October 29, 2011 and to not adjourn or postpone the Target Meeting except as otherwise expressly permitted or required by this Agreement or as required by applicable Law (including for quorum purposes), 2010 provided, however, that if prior to the scheduled date of such meeting, Target receives an Acquisition Proposal within seven Business Days of the date scheduled for the Target Meeting, Target shall be permitted to postpone or adjourn that meeting for a period of up to 15 days in order to properly deal with such Acquisition Proposal and, if the Target Board ultimately determines it to be a Superior Proposal, to observe and satisfy Acquiror’s 's Response Period, all as contemplated in Article 7 and Article 9 hereof (and to postpone the Target Meeting to a day not more than five Business Days following the expiry of the Acquiror’s 's Response Period, if requested by Acquiror to do so); and provided further that, in exercising the right to postpone or adjourn set out in this Section 2.2(a), Target shall not be permitted to change the record date for the Target Meetingits meeting. (b) Target will use commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution, including, if so requested by Acquiror and at the Acquiror’s 's cost, by using proxy solicitation services designated by Acquiror. Target shall instruct Target’s 's transfer agent and any such proxy solicitation agents to report to Acquiror and its designated Representatives concurrently with their reports to Target, and to advise Acquiror as Acquiror may reasonably request, and on a daily basis on each of the last ten (10) Business Days prior to the Target Meeting, as to the aggregate tally of the proxies received by Target in respect of the Arrangement Resolution. (c) Target will promptly advise Acquiror of any written notice of dissent or purported exercise by any Target Shareholder of Dissent Rights received by Target in relation to the Arrangement Resolution and any withdrawal of Dissent Rights received by Target and, subject to applicable Law, any written communications sent by or on behalf of Target to any Target Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution. (d) Within five (5) days of execution of this Agreement and as soon as practical after the record date for the Target Meeting, Target will prepare or cause to be prepared by its transfer agent and provided to Acquiror a list of the holders of Target Shares Shares, Target Options, Target Warrants and Target OptionsExchangeable Shares, and will deliver to Acquiror thereafter on demand supplemental lists setting out any changes thereto, all such deliveries to be in electronic format if available from the Target’s 's transfer agent.