The Company Circular. (1) The Company shall promptly prepare and complete, in consultation with the Purchaser, the Company Circular together with any other documents required by applicable Law in connection with the Company Meeting and the Arrangement, and the Company shall, promptly after obtaining the Interim Order, cause the Company Circular and such other documents to be filed and sent to each Company Shareholder and other Person as required by the Interim Order and Law, in each case so as to permit the Company Meeting to be held by the date specified in Section 2.3(a). (2) The Company shall ensure that the Company Circular complies in material respects with the Interim Order and applicable Law, does not contain any Misrepresentation (other than in respect to any written information with respect to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Company Circular) and provides the Company Shareholders with sufficient information to permit them to form a reasoned judgment concerning the matters to be placed before them at the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include: (a) a copy of the Fairness Opinions; (b) a statement that the Company Special Committee and the Company Board has received the Fairness Opinions; (c) a statement that the Company Special Committee and has unanimously determined, after receiving legal and financial advice: (i) that the Arrangement is fair to the Company Shareholders; (ii) the Arrangement and the entering into of this Agreement is in the best interests of the Company; and (iii) that the Company Special Committee recommends that the Company Shareholders vote in favour of the Arrangement Resolution and the rationale for that recommendation; (d) a statement (the “Company Board Recommendation”) that the Company Board unanimously determined (with directors abstaining or recusing themselves as required), after receiving legal and financial advice: (i) that the Arrangement is fair to the Company Shareholders; (ii) the Arrangement and the entering into of this Agreement is in the best interests of the Company; and (iii) that the Company Board (with directors abstaining or recusing themselves as required) recommends that the Company Shareholders vote in favour of the Arrangement Resolution and the rationale for that recommendation, and (e) a statement that each of the Company Locked-up Shareholders have entered into Support and Voting Agreements pursuant to which they intend to vote all of their Company Shares in favour of the Arrangement Resolution and against any resolution submitted by any Company Shareholder that is inconsistent therewith. (3) The Company shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its counsel, and agrees that all information relating solely to the Purchaser for inclusion in the Company Circular and any information describing the Purchaser, the terms of the Arrangement and/or the Plan of Arrangement must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of the Company Circular prior to its mailing to the Company Shareholders. (4) The Purchaser shall as soon as reasonably practicable after the date hereof, and in any event within 30 days of the date hereof, provide the Company with all information regarding the Purchaser, its affiliates and the Purchaser Shares, including any pro forma financial statements, as required by applicable Law and requested by the Company in writing for inclusion in the Company Circular or in any amendments or supplements to such Company Circular. The Purchaser shall ensure that such information does not include any Misrepresentation concerning the Purchaser, its affiliates and the Consideration. (5) Each Party shall promptly notify the other Party if it becomes aware that the Company Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall, in a manner consistent with this Section 2.4, cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall, in a manner provided in the Interim Order, promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Company Shareholders and, if required by the Court or by applicable Law, file the same with the Securities Authorities or any other Governmental Entity as required.
Appears in 4 contracts
Samples: Arrangement Agreement (Canopy Growth Corp), Arrangement Agreement (Acreage Holdings, Inc.), Arrangement Agreement (Canopy Growth Corp)
The Company Circular. (1) The Company shall promptly prepare and complete, in consultation with the Purchaser, the Company Circular together with any other documents required by the CBCA and applicable Law Securities Laws in connection with the Company Meeting and the Arrangement, and the Company shall, promptly after obtaining the Interim Order, cause the Company Circular and such other documents to be filed and sent to each Company Shareholder and other Person as required by the Interim Order and Lawapplicable Securities Laws, in each case so as to permit the Company Meeting to be held by the date specified in Section 2.3(a2.3(1)(a).
(2) The Company shall ensure that the Company Circular complies in all material respects with applicable Law and the Interim Order and applicable LawOrder, does not contain any Misrepresentation (other than in respect to any written information with respect to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in regarding the Company Circular) and provides the Company Shareholders with sufficient information to permit them to form a reasoned judgment concerning the matters to be placed before them at the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include:
: (ai) a copy of the Company Fairness Opinions;
; (bii) a statement that the Company Special Committee Board and the Company Board has received the Fairness Opinions;
(c) a statement that the Company Special Committee have each received the Company Fairness Opinions, and has have each unanimously determineddetermined (subject to the right of any conflicted directors, if any, to abstain from deciding upon the matter), after receiving advice of outside financial and legal and financial advice:
(i) counsel, that the Arrangement is fair to the Company Shareholders;
(ii) the Arrangement execution, delivery and the entering into performance of this Agreement is in the best interests of the Company; and
(iii) Company and that the Arrangement is fair, from a financial point of view, to the Company Shareholders and that the Company Board and Company Special Committee each unanimously recommends that the Company Shareholders vote in favour of the Arrangement Resolution and the rationale for that recommendation;
(d) a statement (the “Company Board Recommendation”) that the Company Board unanimously determined (with directors abstaining or recusing themselves as required), after receiving legal and financial advice:
(i) that the Arrangement is fair to the Company Shareholders;
(ii) the Arrangement and the entering into of this Agreement is in the best interests of the Company; and
(iii) a statement that each director and executive officer of the Company Board (with directors abstaining or recusing themselves as required) recommends that the intends to vote all of such individual’s Company Shareholders vote Shares in favour of the Arrangement Resolution and against any resolution submitted by any Company Shareholder that is inconsistent with the rationale for that recommendationArrangement, and
the whole in accordance with their Company Voting Support and Lock-Up Agreements; and (eiv) a statement that each of the certain Company Locked-up Shareholders have entered into Company Voting Support and Lock-Up Agreements and specifying the percentage of the issued and outstanding Company Shares covered by such Company Voting Support and Lock-Up Agreements pursuant to which they intend and that such Company Shareholders have agreed to vote all of their Company Shares in favour of the Arrangement Resolution and against any resolution submitted by any Company Shareholder that is inconsistent therewithcontrary to the contemplated terms of the Arrangement.
(3) The Company shall indemnify and save harmless the Purchaser and each of its representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses (“Losses”) to which they may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(a) any Misrepresentation or alleged Misrepresentation in any information:
(i) included in the Company Circular, other than the information relating to the Purchaser (including information provided by the Purchaser in connection with the preparation of pro forma financial statements), its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular; and
(ii) relating to the Company or its Affiliates included in the Purchaser Circular that was provided by the Company or a Representative thereof expressly for inclusion in the Purchaser Circular pursuant to this Section 2.4(3);
(b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in:
(i) the Company Circular, other than the information relating to the Purchaser, its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular; and
(ii) the Purchaser Circular that was provided by the Company or a Representative thereof expressly for inclusion in the Purchaser Circular pursuant to this Section 2.4(3).
(4) The Company shall not be responsible for any information in the Company Circular relating to the Purchaser, its affiliates or the Consideration Shares.
(5) Prior to the printing of the Company Circular, the Company shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its legal counsel, and agrees that all information relating solely to the Purchaser for inclusion Purchaser, its affiliates and the Consideration Shares included in the Company Circular and any information describing the Purchaser, the terms of the Arrangement and/or the Plan of Arrangement must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of the Company Circular prior to its mailing to the Company Shareholdersthem.
(46) The Purchaser shall as soon as reasonably practicable after the date hereof, and in any event within 30 days of the date hereof, provide the Company with all information regarding the Purchaser, its affiliates and the Purchaser Shares, including any pro forma financial statementsConsideration, as required by applicable Law and requested by the Company (and, in writing particular, Securities Laws) for inclusion in the Company Circular or in any amendments or supplements to such Company Circular. The Purchaser shall ensure that such information does not include any Misrepresentation concerning the Purchaser, its affiliates and the Consideration. The Purchaser shall not be responsible for any information in the Company Circular relating to the Company.
(57) The Purchaser shall indemnify and save harmless the Company and each of its representatives from and against any and all Losses to which they may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(a) any Misrepresentation or alleged Misrepresentation in any information:
(i) included in the Purchaser Circular, other than the information relating to the Company (including information provided by the Company in connection with the preparation of pro forma financial statements) or its affiliates furnished to the Purchaser in writing by the Company for inclusion in the Purchaser Circular; and
(ii) relating to the Purchaser or its Affiliates included in the Company Circular that was provided by the Purchaser or a Representative thereof expressly for inclusion in the Company Circular pursuant to this Section 2.4(7);
(b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in:
(i) the Purchaser Circular, other than the information relating to the Company or its affiliates furnished to the Purchaser in writing by the Company for inclusion in the Purchaser Circular;
(ii) the Company Circular that was provided by the Purchaser or a Representative thereof expressly for inclusion in the Company Circular pursuant to this Section 2.4(7).
(8) Each Party shall also use its commercially reasonable efforts to obtain any necessary consents from its auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Company Circular and the Purchaser Circular and to the identification in the Company Circular and the Purchaser Circular of each such advisor.
(9) Each Party shall promptly notify the other Party if it becomes aware that the Company Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall, in a manner consistent with this Section 2.4, cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall, in a manner provided in the Interim Order, promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Company Shareholders and, if required by the Court or by applicable Law, file the same with the Securities Authorities or any other Governmental Entity as required.
Appears in 2 contracts
Samples: Arrangement Agreement (TerrAscend Corp.), Arrangement Agreement
The Company Circular. (1) The Company shall promptly prepare and complete, in consultation with the Purchaser, the Company Circular together with any other documents required by applicable Law in connection with the Company Meeting and the Arrangement, and the Company shall, promptly after obtaining the Interim Order, cause the Company Circular and such other documents to be filed and sent to each Company Common Shareholder and other Person as required by the Interim Order and Law, in each case so as to permit the Company Meeting to be held by the date specified in Section 2.3(a).
(2) The Company shall ensure that the Company Circular complies in material respects with the Interim Order and applicable Law, does not contain any Misrepresentation (other than in respect to any written information with respect to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Company Circular) and provides the Company Common Shareholders with sufficient information to permit them to form a reasoned judgment judgement concerning the matters to be placed before them at the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include:
: (ai) a copy of the Fairness Opinions;
Opinion; (bii) a statement that the Company Special Committee and the Company Board has received the Fairness Opinions;
(c) a statement that the Company Special Committee Opinion, and has unanimously determineddetermined (with directors abstaining or recusing themselves as required), after receiving legal and financial advice:
: (iA) that the Arrangement is fair to the Company Common Shareholders;
; (iiB) the Arrangement and the entering into of this Agreement is in the best interests of the Company; and
and (iiiC) that the Company Special Committee recommends that the Company Shareholders vote in favour of the Arrangement Resolution and the rationale for that recommendation;
(d) a statement (the “Company Board Recommendation”) that the Company Board unanimously determined (with directors abstaining or recusing themselves as required), after receiving legal and financial advice:
(i) that the Arrangement is fair to the Company Shareholders;
(ii) the Arrangement and the entering into of this Agreement is in the best interests of the Company; and
(iii) that the Company Board (with directors abstaining or recusing themselves as required) recommends that the Company Common Shareholders vote in favour of the Arrangement Resolution (collectively, the “Board Recommendation”), and the rationale for that recommendation, and
(eiii) a statement that each of the Company Locked-up Shareholders have entered into Support and Voting Agreements pursuant to which they intend to vote all of their Company Common Shares in favour of the Arrangement Resolution and against any resolution submitted by any Company Common Shareholder that is inconsistent therewith, and which cannot be terminated in the event of a Superior Proposal.
(3) The Company shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its counsel, and agrees that all information relating solely to the Purchaser for inclusion in the Company Circular and any information describing the Purchaser, the terms of the Arrangement and/or the Plan of Arrangement must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of the Company Circular prior to its mailing to the Company Common Shareholders.
(4) The Purchaser shall as soon as reasonably practicable after the date hereof, and in any event within 30 thirty (30) days of the date hereof, provide the Company with all information regarding the Purchaser, its affiliates and the Purchaser Shares, including any pro forma financial statements, as required by applicable Law and requested by the Company in writing for inclusion in the Company Circular or in any amendments or supplements to such Company Circular. The Purchaser shall ensure that such information does not include any Misrepresentation concerning the Purchaser, its affiliates and the ConsiderationConsideration Shares.
(5) Each Party shall promptly notify the other Party if it becomes aware that the Company Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall, in a manner consistent with this Section 2.4, cooperate co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall, in a manner provided in the Interim Order, promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Company Common Shareholders and, if required by the Court or by applicable Law, file the same with the Securities Authorities or any other Governmental Entity as required.
Appears in 1 contract
Samples: Arrangement Agreement (Aphria Inc.)
The Company Circular. (1) The Company shall shall, as promptly as reasonably practicable, prepare and complete, in consultation with the Purchaser, the Company Circular together with any other documents required by applicable Law in connection with the Company Meeting and the Arrangement, and the Company shall, promptly after obtaining the Interim Order, cause the Company Circular and such other documents to be filed and sent to each Company Shareholder and other Person as required by the Interim Order and Law, in each case so as to permit the Company Meeting to be held by the date specified in Section 2.3(a2.3(1).
(2) The Company shall ensure that the Company Circular complies in all material respects with the Interim Order and applicable Law, does not contain any Misrepresentation (other than except that the Company shall not be responsible for any information included in respect to any written information with respect the Company Circular relating to the Purchaser and its affiliates that is furnished in writing was provided by or on behalf of the Purchaser expressly for inclusion in the Company CircularCircular pursuant to Section 2.4(4)) and provides the Company Shareholders with sufficient information to permit them to form a reasoned judgment judgement concerning the matters to be placed before them at the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include:
: (ai) a copy of the Fairness Opinions;
Opinion received by the Board and the Special Committee (band any disclosure required by MI 61-101 and applicable Laws), (ii) a statement that the Company Special Committee and the Company Board has received the Fairness Opinions;
(c) a statement that the Company Special Committee Opinion, and has unanimously determinedhas, after receiving legal and financial advice:
(i) , unanimously recommended that the Arrangement is fair to the Company Shareholders;
(ii) Board approve the Arrangement Agreement and the entering into of this Agreement is in the best interests of the Company; and
(iii) that the Company Special Committee recommends that the Company Shareholders vote in favour of the Arrangement Resolution and the rationale for that recommendation;
Resolution, (diii) a statement (the “Company Board Recommendation”) that the Company Board unanimously determined (with directors abstaining or recusing themselves as required)has received the Fairness Opinion and has, after receiving consulting with outside legal counsel and its financial advice:
advisors and receipt and review of a unanimous recommendation from the Special Committee, unanimously (iother than those directors who had a disclosable interest in the Arrangement and abstained from voting) determined that the Arrangement is fair to the Company Shareholders;
(ii) the Arrangement and the entering into of this Agreement Resolution is in the best interests of the Company; and
(iii) that the Company Board (with directors abstaining or recusing themselves as required) and recommends that the Company Shareholders vote in favour of the Arrangement Resolution and the rationale for that recommendation, and
(e) a statement that each of the Company Locked-up Shareholders have entered into Support and Voting Agreements pursuant to which they intend to vote all of their Company Common Shares in favour of the Arrangement Resolution (the “Board Recommendation”) and against any resolution submitted (iv) a statement that, except to the extent prohibited by any Applicable Canadian Securities Laws or the Interim Order, each director and senior officer of the Company Shareholder that is inconsistent therewithintends to vote all of such individual’s Common Shares in favour of the Arrangement Resolution.
(3) The Company shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its counsel, and agrees that all information relating solely to the Purchaser for inclusion included in the Company Circular and any information describing the Purchaser, the terms of the Arrangement and/or the Plan of Arrangement must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of the Company Circular prior to its mailing to the Company Shareholders.
(4) The Purchaser shall as soon as reasonably practicable after the date hereof, and in any event within 30 days of the date hereof, provide the Company with all necessary information regarding the Purchaser, its affiliates and concerning the Purchaser Shares, including any pro forma financial statements, as that is required by applicable Law and requested to be included by the Company in writing for inclusion in the Company Circular or other related documents to the Company in any amendments or supplements to such Company Circular. The writing (“Purchaser Information”), and shall ensure that such information does not include contain any Misrepresentation concerning the Purchaser, its affiliates and the ConsiderationMisrepresentation.
(5) Each Party The Company shall promptly notify the other Party Purchaser if it becomes aware that the Company Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall, in a manner consistent with this Section 2.4, shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall, in a manner provided in the Interim Order, shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Company Shareholders and, if required by the Court or by applicable Law, file the same with the Securities Authorities or any other Governmental Entity as required.
Appears in 1 contract
The Company Circular. (1a) The Company shall shall, as promptly as reasonably practicable, prepare and complete, in consultation with the Purchaser, the Company Circular Circular, together with any other documents required by applicable Law in connection with the Company Meeting and the ArrangementMeeting, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and such other documents to be filed with the Securities Regulatory Authorities and sent to each Company Shareholder and each other Person as required by who is entitled to receive the Company Circular and such documents pursuant to the Interim Order and or Law, in each case so as to permit the Company Meeting to be held by the date specified in accordance with Section 2.3(a)2.4.
(2b) The Company shall ensure that the Company Circular Circular:
(i) complies with applicable Law and, other than in material respects with relation to the Interim Order and applicable Lawinformation supplied by the Purchaser pursuant to Section 2.3(d), does not contain any Misrepresentation a Misrepresentation; and
(other than in respect to any written information with respect to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Company Circularii) and provides the Company Shareholders with sufficient information to permit them to form a reasoned judgment concerning the matters to be placed before them at the Company Meeting. .
(c) Without limiting the generality of the foregoingSection 2.3(b)(ii), the Company Circular must include:
(ai) a summary and a copy of each of the Fairness Opinions;
(bii) a statement that the Company Special Committee and the Company Board has received the Xxxxxx Fairness Opinions;
(c) a statement that the Company Special Committee Opinion and has unanimously determinedhas, after receiving advice from Xxxxxx & Co. Limited and outside legal counsel and financial advice:
(i) having considered all other relevant factors, determined that the Arrangement is fair to the Company Shareholders;
(ii) the Arrangement Shareholders and the entering into of this Agreement is in the best interests of the Company; andCompany and has unanimously recommended that the Company Board recommend that the Company Shareholders vote in favour of the Arrangement Resolution;
(iii) a statement that the Company Board has received the CIBC Fairness Opinion and has, after receiving advice from CIBC World Markets Inc. and outside legal counsel and upon the recommendation of the Company Special Committee and having considered all other relevant factors determined that the Arrangement is fair to the Company Shareholders and is in the best interests of the Company and unanimously recommends that the Company Shareholders vote in favour of the Arrangement Resolution and the rationale for that recommendation;
(d) a statement (the “Company Board Recommendation”) that the Company Board unanimously determined (with directors abstaining or recusing themselves as required), after receiving legal and financial advice:
(i) that the Arrangement is fair to the Company Shareholders;
(iiiv) the Arrangement a statement that each director and the entering into of this Agreement is in the best interests officer of the Company; and
(iii) that the Company Board (with directors abstaining or recusing themselves as required) recommends that the and Riverstone have entered into a Voting Agreement pursuant to which each such Person has agreed to vote all their Company Shareholders vote Shares in favour of the Arrangement Resolution and in accordance with the rationale for that recommendation, terms of such Voting Agreement; and
(ev) a statement that each the Purchaser may, on behalf of the Company Locked-up Shareholders have entered into Support and Voting Agreements pursuant to which they intend to vote all management of their Company Shares the Company, directly or through a proxy solicitation services firm of its choice, actively solicit proxies, on behalf of management of the Company, in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Company Shareholder Person that is inconsistent therewithwith the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement in compliance with Law.
(3d) The Purchaser shall provide to the Company in a timely manner all necessary information concerning the Purchaser and the Consideration Shares that is required by Law to be included in the Company Circular or other related documents and ensure that such information does not contain a Misrepresentation. The Purchaser shall use commercially reasonable efforts to obtain any necessary consents from any of its auditors, independent engineers and any other advisors to the use of any financial, technical or other expert information required to be included in the Company Circular and to the identification in the Company Circular of each such advisor.
(e) The Purchaser shall indemnify and save harmless the Company, its Subsidiaries and its and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company, its Subsidiaries and its and their respective Representatives may be subject to or may suffer, arising directly or indirectly out of or in consequence of:
(i) any Misrepresentation in any information included in the Company Circular that was provided by the Purchaser pursuant to paragraph 2.3(d); and
(ii) any Order made or Proceeding taken by a Securities Regulatory Authority or other Governmental Authority, to the extent based on any Misrepresentation or alleged Misrepresentation in any information relating solely to the Purchaser or the Consideration Shares included in the Company Circular that was provided by the Purchaser pursuant to paragraph 2.3(d).
(f) The Company shall give allow the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, documents and shall give all reasonable consideration to any comments made by the Purchaser and its counsel, outside legal counsel and agrees that all information relating solely to the Purchaser or the Consideration Shares that is furnished by or on behalf of the Purchaser for inclusion in the Company Circular and any information describing the Purchaser, the terms of the Arrangement and/or the Plan of Arrangement or other related documents must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy copies of the Company Circular prior to its mailing to the Company Shareholders.
(4g) The Purchaser shall as soon as reasonably practicable after the date hereof, and in any event within 30 days of the date hereof, provide the Company with all information regarding the Purchaser, its affiliates and the Purchaser Shares, including any pro forma financial statements, as required by applicable Law and requested by the Company in writing for inclusion in the Company Circular or in any amendments or supplements to such Company Circular. The Purchaser shall ensure that such information does not include any Misrepresentation concerning the Purchaser, its affiliates and the Consideration.
(5) Each Party shall each promptly notify the other Party if it at any time before the Effective Date either of them becomes aware that the Company Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall, in a manner consistent with this Section 2.4, cooperate Company and the Purchaser shall each co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall, in a manner provided in the Interim Order, shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Company Shareholders and any other Person who is entitled to receipt of same, and, if required by the Court or by applicable Law, file the same with the Securities Regulatory Authorities or any other Governmental Entity as requiredAuthority.
Appears in 1 contract
Samples: Arrangement Agreement (Crescent Point Energy Corp.)
The Company Circular. (1) The Company shall shall, as promptly as reasonably practicable, prepare and complete, in consultation with the Purchaser, the Company Circular together with any other documents required by applicable Law in connection with the Company Meeting and the Arrangement, and the Company shall, promptly after obtaining the Interim Order, cause the Company Circular and such other documents to be filed and sent to each Company Shareholder Shareholder, Company Optionholder and other Person as required by the Interim Order and Law, in each case so as to permit the Company Meeting to be held by the date specified in Section 2.3(a2.3(1).
(2) The Company shall ensure that the Company Circular complies in all material respects with the Interim Order and applicable Law, does not contain any Misrepresentation (other than in respect to except that the Company shall not be responsible for any written information with respect relating to the Purchaser that is furnished in writing by or on behalf of Purchaser, including the Purchaser for inclusion in the Company CircularShares) and provides the Company Shareholders and Company Optionholders with sufficient information to permit them to form a reasoned judgment judgement concerning the matters to be placed before them at the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include:
: (ai) a copy of the Company Fairness Opinions;
Opinion, (bii) a statement that the Company Special Committee and the Company Board has received the Company Fairness Opinions;
(c) a statement that the Company Special Committee Opinion, and has unanimously determinedhas, after receiving legal and financial advice:
, unanimously recommended that the Company Board approve the Arrangement Agreement and that the Company Shareholders and Company Optionholders vote in favour of the Arrangement Resolution, (iiii) a statement that the Company Board has received the Company Fairness Opinion, and has unanimously, after receiving legal and financial advice and the recommendation of the Special Committee, determined that the Arrangement is fair to the Company Shareholders;
(ii) the Arrangement and the entering into of this Agreement Resolution is in the best interests of the Company; and
(iii) that Company and the Company Special Committee Shareholders and Company Optionholders and recommends that the Company Shareholders and Company Optionholders vote in favour of the Arrangement Resolution and the rationale for that recommendation;
(d) a statement (the “Company Board Recommendation”) that the Company Board unanimously determined (with directors abstaining or recusing themselves as required), after receiving legal and financial advice:
(i) that the Arrangement is fair to the Company Shareholders;
(ii) the Arrangement and the entering into of this Agreement is in the best interests of the Company; and
(iii) that the Company Board (with directors abstaining or recusing themselves as required) recommends that the Company Shareholders vote in favour of the Arrangement Resolution and the rationale for that recommendation, and
(e) a statement that each of the Company Locked-up Shareholders have entered into Support and the Purchaser Voting Agreements pursuant to which they intend and have agreed to vote all of their Company Common Shares in favour of the Arrangement Resolution and against any resolution submitted by any Company Shareholder that is inconsistent therewithResolution.
(3) The Company shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its counsel, and agrees that all information relating solely to the Purchaser for inclusion included in the Company Circular and any information describing the Purchaser, the terms of the Arrangement and/or the Plan of Arrangement must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of the Company Circular prior to its mailing to the Company Shareholders.
(4) The Purchaser shall as soon as reasonably practicable after the date hereof, and in any event within 30 days of the date hereof, provide the Company with all necessary information regarding the Purchaser, its affiliates and concerning the Purchaser Shares, including any pro forma financial statements, as that is required by applicable Law and requested to be included by the Company in writing for inclusion in the Company Circular or other related documents to the Company in writing, use reasonable commercial efforts to obtain any amendments necessary consents from any of its auditors and any other advisors to the use of any financial, technical or supplements other expert information required to be included in the Company Circular and to the identification in the Company Circular of each such Company Circular. The Purchaser advisor and shall use reasonable commercial efforts to ensure that such information does not include contain any Misrepresentation concerning the Purchaser, its affiliates and Purchaser or the ConsiderationPurchaser Shares.
(5) Each Party The Company shall promptly notify the other Party Purchaser if it becomes aware that the Company Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall, in a manner consistent with this Section 2.4, shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall, in a manner provided in the Interim Order, shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Company Shareholders and Company Optionholders and, if required by the Court or by applicable Law, file the same with the Securities Authorities or any other Governmental Entity as required.
Appears in 1 contract
The Company Circular. (1) The Company shall promptly prepare and complete, in consultation with the Purchaser, the Company Circular together with any other documents required by applicable Law in connection with the Company Meeting and the Arrangement, and the Company shall, promptly after obtaining the Interim Order, cause the Company Circular and such other documents to be filed and sent to each Company Shareholder and other Person as required by the Interim Order and Law, in each case so as to permit the Company Meeting to be held by the date specified in Section 2.3(a).
(2) The Company shall ensure that the Company Circular complies in all material respects with the Interim Order and applicable Law, does not contain any Misrepresentation (other than in respect to any written information with respect to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Company Circular) and provides the Company Shareholders with sufficient information to permit them to form a reasoned judgment judgement concerning the matters to be placed before them at the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include:
: (ai) a copy of the Fairness Opinions;
Opinion; (bii) a statement that the Company Special Committee and the Company Board has received the Fairness Opinions;
(c) a statement that the Company Special Committee Opinion, and has unanimously determineddetermined (with directors abstaining or recusing themselves as required by Law or the Company's Constating Documents), after receiving legal and financial advice:
: (iA) that the Arrangement is fair to the Company Shareholders;
; (iiB) that the Arrangement and the entering into of this Agreement is in the best interests of the Company; and
and (iiiC) that the Company Special Committee recommends that the Company Shareholders vote in favour of the Arrangement Resolution and the rationale for that recommendation;
(d) a statement (the “Company Board Recommendation”) that the Company Board unanimously determined (with directors abstaining or recusing themselves as required), after receiving legal and financial advice:
(i) that the Arrangement is fair to the Company Shareholders;
(ii) the Arrangement and the entering into of this Agreement is in the best interests of the Company; and
(iii) that the Company Board (with directors abstaining or recusing themselves as requiredrequired by Law or the Company's Constating Documents) recommends that the Company Shareholders vote in favour of the Arrangement Resolution and (collectively, the rationale for that recommendation"Board Recommendation"), and
(e) a statement that each of the Company Locked-up Shareholders have entered into Support and Voting Agreements pursuant to which they intend to vote all of their Company Shares in favour of the Arrangement Resolution and against any resolution submitted by any Company Shareholder that is inconsistent therewith.
(3) The Company shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its counsel, and agrees that all information relating solely to the Purchaser for inclusion in the Company Circular and any information describing the Purchaser, the terms of the Arrangement and/or the Plan of Arrangement must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of the Company Circular prior to its mailing to the Company Shareholders.
(4) The Purchaser shall as soon as reasonably practicable after the date hereof, and in any event within 30 days of the date hereof, provide the Company with all information regarding the Purchaser, its affiliates and the Purchaser Shares, including any pro forma financial statements, as required by applicable Law and requested by the Company in writing for inclusion in the Company Circular or in any amendments or supplements to such Company Circular. The Purchaser shall ensure that such information does not include any Misrepresentation concerning the Purchaser, its affiliates and the Consideration.
(5) Each Party shall promptly notify the other Party if it becomes aware that the Company Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall, in a manner consistent with this Section 2.4, cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall, in a manner provided in the Interim Order, promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Company Shareholders and, if required by the Court or by applicable Law, file the same with the Securities Authorities or any other Governmental Entity as required.
Appears in 1 contract
Samples: Arrangement Agreement
The Company Circular. (1) The Subject to compliance by the Purchaser with Section 2.4(4), the Company shall as promptly as reasonably practicable prepare and complete, in consultation with the Purchaser, the Company Circular Circular, together with any other documents required by applicable Law in connection with the Company Meeting and the Arrangement, and the Company shall, promptly after obtaining the Interim Order, cause the Company Circular and such other documents to be filed with the applicable Securities Authorities and sent to each Company Shareholder and other Person Persons as required by the Interim Order and Lawapplicable Law (including all holders of Incentive Securities), in each case using all commercially reasonable efforts so as to permit the Company Meeting to be held by the date specified in Section 2.3(a).
(2) The On the mailing date of the Company Circular, the Company shall ensure that the Company Circular complies complies, in all material respects with the Interim Order and applicable Law, does not contain any Misrepresentation (other than in with respect to any written information with respect relating to the Purchaser, the Purchaser that is Related Parties and the Financings to the extent furnished in writing or approved by or on behalf of the Purchaser or its Representatives for inclusion in the Company Circular) and provides the Company Shareholders with sufficient information to permit them to form a reasoned judgment judgement concerning the matters to be placed before them at the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must shall include:
: (a) a copy of statement that the Fairness Opinions;
Special Committee unanimously recommended that the Board approve the Arrangement; (b) a statement that the Company Board, after receiving the unanimous recommendation of the Special Committee and the Company Board has received the Fairness Opinions;
(c) a statement that the Company Special Committee and has unanimously determined, after receiving consulting with outside legal counsel and financial advice:
(i) advisors in evaluating the Arrangement, has determined that the Arrangement is fair to the Company Shareholders;
(ii) the Arrangement and the entering into of this Agreement is in the best interests of the Company; and
(iii) that the Company Special Committee and unanimously recommends that the Company Shareholders vote in favour of the Arrangement Resolution and (the rationale for that recommendation;
“Board Recommendation”); (c) a copy of the Interim Order; (d) a statement (copies of the “Company Board Recommendation”) that the Company Board unanimously determined (with directors abstaining or recusing themselves as required), after receiving legal and financial advice:
(i) that the Arrangement is fair to the Company Shareholders;
(ii) the Arrangement CIBC Opinion and the entering into of this Agreement is in the best interests of the CompanyBofA Xxxxxxx Xxxxx Opinion; and
(iii) that the Company Board (with directors abstaining or recusing themselves as required) recommends that the Company Shareholders vote in favour of the Arrangement Resolution and the rationale for that recommendation, and
(e) a statement that each director and Executive Officer of the Company Locked-up Shareholders have entered into Support and Voting Agreements pursuant to which they intend has agreed to vote all of their Company such individual’s Shares in favour of the Arrangement Resolution and against any resolution submitted by any Company Shareholder that is inconsistent therewithin accordance with the Voting Agreements.
(3) The Company shall give allow the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its legal counsel, and agrees provided that all information relating solely to the Purchaser for inclusion Purchaser, the Sponsors and the Financings included in the Company Circular and any information describing the Purchaser, the terms of the Arrangement and/or the Plan of Arrangement must shall be in a form and content substance satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of the Company Circular prior to its mailing to the Company Shareholders.
(4) The Purchaser shall as soon as reasonably practicable after provide to the date hereofCompany, and in any event within 30 days of the date hereofwriting, provide the Company with all information regarding concerning the Purchaser, its affiliates the Purchaser Related Parties and the Purchaser SharesFinancings, including any pro forma financial statements, as that is required by applicable Law and requested by the Company in writing for inclusion to be included in the Company Circular or in any amendments or supplements to such Company Circular. The Purchaser other related documents, and shall ensure that such information does not include contain, any Misrepresentation concerning the Purchaser, its affiliates and the ConsiderationMisrepresentation.
(5) Each Party The Company and the Purchaser shall promptly notify the each other Party if it any of them becomes aware that the Company Circular contains a Misrepresentation, Misrepresentation or otherwise requires an amendment or supplement. The Parties shall, in a manner consistent with this Section 2.4, shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall, in a manner provided in the Interim Order, shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to those Persons to whom the Company Shareholders Circular was sent pursuant to Section 2.4(1) and, if required by the Court or by applicable Law, file the same with the Securities Authorities or any other Governmental Entity as required.
Appears in 1 contract
Samples: Arrangement Agreement
The Company Circular. (1) The Company shall shall, as promptly as reasonably practicable, prepare and complete, in consultation with the Purchaser, the Company Circular together with any other documents required by applicable Law in connection with the Company Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and such other documents to be filed and sent to each Company Shareholder and other Person as required by the Interim Order and Law, in each case so as to permit the Company Meeting to be held by the date specified in Section 2.3(a2.3(1), provided that the Purchaser shall have complied with Section 2.4(4).
(2) The Company shall ensure that the Company Circular complies in all material respects with the Interim Order and applicable Law, does not contain any Misrepresentation (other than than, in each case, with respect to any written information with respect to provided by the Purchaser that is furnished in writing by or on behalf of the Purchaser Purchaser, its affiliates and their respective representatives for inclusion in the Company Circular, as applicable) and provides the Company Shareholders with sufficient information to permit them to form a reasoned judgment judgement concerning the matters to be placed before them at the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include:
: (ai) a copy of the Fairness Opinions;
, (bii) a statement that the Company Special Committee and the Company Board has received the Fairness Opinions;
(c) a statement that the Company Special Committee , and has unanimously determinedhas, after receiving legal and financial advice:
, unanimously recommended that the Board approve the Arrangement Agreement and that the Company Shareholders vote in favour of the Arrangement Resolution and the Preferred Shareholder Resolution, as applicable, (iiii) a statement that the Board has received the Fairness Opinions, and has unanimously, after receiving legal and financial advice and the recommendation of the Special Committee, determined that the Arrangement is fair to the Company Shareholders;
(ii) the Arrangement and the entering into of this Agreement Resolution is in the best interests of the Company; and
(iii) that the Company Special Committee and recommends that the Company Shareholders vote in favour of the Arrangement Resolution and the rationale for that recommendation;
(d) a statement Preferred Shareholder Resolution, as applicable (the “Company Board Recommendation”) that the Company Board unanimously determined and (with directors abstaining or recusing themselves as required), after receiving legal and financial advice:
(i) that the Arrangement is fair to the Company Shareholders;
(ii) the Arrangement and the entering into of this Agreement is in the best interests of the Company; and
(iii) that the Company Board (with directors abstaining or recusing themselves as required) recommends that the Company Shareholders vote in favour of the Arrangement Resolution and the rationale for that recommendation, and
(eiv) a statement that each director and executive officer of the Company Locked-up Shareholders have entered into Support and Voting Agreements pursuant to which they intend intends to vote all of their such individual’s Company Shares in favour of the Arrangement Resolution and against any resolution submitted by any Company the Preferred Shareholder that is inconsistent therewithResolution, as applicable.
(3) The Company shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its counsel, and agrees that all information relating solely to the Purchaser for inclusion included in the Company Circular and any information describing the Purchaser, the terms of the Arrangement and/or the Plan of Arrangement must be in a form and content satisfactory to the PurchaserPurchaser or the Parent, acting reasonably. The Company shall provide the Purchaser with a final copy of the Company Circular prior to its mailing to the Company Shareholders.
(4) The Purchaser shall as soon as reasonably practicable after the date hereof, and in any event within 30 days Each of the date hereof, provide the Company with all information regarding the Purchaser, its affiliates Parent and the Purchaser Shares, including any pro forma financial statements, as shall provide all necessary information concerning the Parent and the Purchaser that is required by applicable Law and requested to be included by the Company in writing for inclusion in the Company Circular or other related documents to the Company in any amendments or supplements to such Company Circular. The Purchaser writing, and shall ensure that such information does not include contain any Misrepresentation concerning the Purchaser, its affiliates and the ConsiderationMisrepresentation.
(5) Each Party shall promptly notify the other Party if Parties if, at any time before the Effective Date, it becomes aware (in the case of the Purchaser, only in respect of information relating to the Purchaser or the Parent) that the Company Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall, in a manner consistent with this Section 2.4, shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall, in a manner provided in the Interim Order, shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Company Shareholders and, if required by the Court or by applicable Law, file the same with the Securities Authorities or any other Governmental Entity as required.
Appears in 1 contract
The Company Circular. (1) The As soon as reasonably practicable after the date of this Agreement, the Company shall promptly prepare and complete, in consultation with the Purchaser, the Company Circular together with any other documents required by applicable Law (including to the extent applicable, MI 61-101) in connection with the Company Meeting and the Arrangement, and the Company shall, promptly after obtaining the Interim Order, cause the Company Circular and such other documents to be filed and sent to each Company Shareholder Affected Securityholder and other Person Persons as required by the Interim Order and Law, in each case so as to permit the Company Meeting to be held by the date specified in Section 2.3(a).
(2) The Company shall ensure that the Company Circular complies in all material respects with Law and the Interim Order and applicable LawOrder, does not contain any Misrepresentation (other than in respect provided that the Company shall not be responsible for the accuracy of any information relating to any written information with respect to the Purchaser that is and furnished in writing by or on behalf of the Parent or the Purchaser in writing specifically for purposes of inclusion in the Company Circular) and provides the Company Shareholders with sufficient information to permit them to form a reasoned judgment judgement concerning the matters to be placed before them at the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include:
: (ai) a summary and a copy of the Valuation and the Fairness Opinions;
Opinion; (bii) a statement that the Company Board and the Special Committee have received the Valuation and the Company Board has received the Fairness Opinions;
Opinion; (ciii) subject to any Change in Recommendation, a statement that the Company Special Committee and has unanimously determined, after receiving advice from its external legal and financial advice:
(i) advisors, that the Arrangement is fair to the Company Shareholders;
(ii) the Arrangement and the entering into of this Agreement is in the best interests of the Company; and
(iii) Company and recommended that the Company Special Committee recommends Board approve the Arrangement and recommend that the Company Public Shareholders vote in favour of the Arrangement Resolution and the rationale for that recommendation;
Preferred Share Resolution, and (div) subject to any Change in Recommendation, a statement (the “Company Board Recommendation”) that the Company Board (excluding the Falcon Directors) has unanimously determined (with directors abstaining or recusing themselves as required)determined, acting on the unanimous recommendation of the Special Committee and after receiving legal and financial advice:
(i) , that the Arrangement is fair to the Company Shareholders;
(ii) the Arrangement and the entering into of this Agreement is in the best interests of the Company; and
(iii) Company and that the Company Board (with directors abstaining or recusing themselves as required) recommends that the Company Public Shareholders vote in favour of the Arrangement Resolution and the rationale for that recommendationPreferred Share Resolution (the “Board Recommendation”), and
and (ev) a statement that each director and senior officer of the Company Locked-up Shareholders have has entered into a Voting Support Agreement and Voting Agreements pursuant to which they intend has agreed to vote all of their Company such individual’s Common Shares in favour of the Arrangement Resolution and against any resolution submitted by any Company Shareholder that is inconsistent therewiththe Preferred Share Resolution.
(3) The Company shall give the Purchaser and its legal counsel advisors a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give reasonable consideration in good faith to any comments made by the Purchaser and its counseladvisors, and agrees that all information relating solely to the Parent, the Purchaser for inclusion or any of their affiliates included in the Company Circular and any information describing the Purchaser, the terms of the Arrangement and/or the Plan of Arrangement must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of the Company Circular prior to its mailing to the Company ShareholdersAffected Securityholders.
(4) The Purchaser shall as soon as reasonably practicable after the date hereofpromptly provide, and in any event within 30 days of the date hereofor cause to be provided, provide to the Company with in writing all information regarding concerning the Parent and the Purchaser and its affiliates as may be reasonably requested by the Company for inclusion in the Company Circular other related documents on a timely basis and shall ensure that such information does not contain any Misrepresentation.
(5) The Purchaser acknowledges and agrees that the Company shall be entitled to rely on the accuracy of all information furnished by the Purchaser, its affiliates and the Purchaser Shares, including any pro forma financial statements, as required by applicable Law and requested by the Company their respective Representatives in writing for inclusion in the Company Circular or in any amendments or supplements to such Company Circular. The Purchaser shall ensure that such information does not include any Misrepresentation concerning the Purchaser, Purchaser and its affiliates and the Considerationaffiliates.
(56) Each Party shall promptly notify the other Party Parties if it becomes aware that the Company Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall, in a manner consistent with this Section 2.4, cooperate shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall, in a manner provided in the Interim Order, shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Company Shareholders Affected Securityholders and, if required by the Court or by applicable Law, file the same with the Securities Authorities or any other Governmental Entity as required.
(7) The Company shall promptly notify the Purchaser upon the receipt by the Company or the Special Committee (or their respective counsel) of any correspondence, whether written or oral, from any Securities Authority or the staff of a Securities Authority with respect to the Company Circular, or any request from any Securities Authority or the staff of a Securities Authority for information related to the Company Circular or the Company Meeting or amendments or supplements to the Company Circular, and shall promptly provide the Purchaser with copies of all correspondence between the Company, the Special Committee or any of their Representatives, on the one hand, and the Securities Authority or the staff of the Securities Authority, on the other hand. The Company shall respond as promptly as reasonably practicable to any correspondence from any Securities Authority or the staff of a Securities Authority with respect to the Company Circular, and the Company shall consult with the Purchaser and its advisors prior to submitting to the Securities Authority or the staff of the Securities Authority any response to any such correspondence.
Appears in 1 contract
Samples: Arrangement Agreement
The Company Circular. (1a) The Company shall shall, as promptly as reasonably practicable, prepare and complete, in consultation with the Purchaser, the Company Circular Circular, together with any other documents required by applicable Law in connection with the Company Meeting and the ArrangementMeeting, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and such other documents to be filed with the Securities Regulatory Authorities and sent to each Company Shareholder and each other Person as required by who is entitled to receive the Company Circular and such documents pursuant to the Interim Order and or Law, in each case so as to permit the Company Meeting to be held by the date specified in accordance with Section 2.3(a)2.4.
(2b) The Company shall ensure that the Company Circular Circular:
(i) complies with applicable Law and, other than in material respects with relation to the Interim Order and applicable Lawinformation supplied by the Purchaser pursuant to Section 2.3(d), does not contain any Misrepresentation a Misrepresentation; and
(other than in respect to any written information with respect to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Company Circularii) and provides the Company Shareholders with sufficient information to permit them to form a reasoned judgment concerning the matters to be placed before them at the Company Meeting. .
(c) Without limiting the generality of the foregoingSection 2.3(b)(ii), the Company Circular must include:
(ai) a summary and a copy of each of the Fairness Opinions;
(bii) a statement that the Company Special Committee and the Company Board has received the Xxxxxx Fairness Opinions;
(c) a statement that the Company Special Committee Opinion and has unanimously determinedhas, after receiving advice from Xxxxxx & Co. Limited and outside legal counsel and financial advice:
(i) having considered all other relevant factors, determined that the Arrangement is fair to the Company Shareholders;
(ii) the Arrangement Shareholders and the entering into of this Agreement is in the best interests of the Company; andCompany and has unanimously recommended that the Company Board recommend that the Company Shareholders vote in favour of the Arrangement Resolution;
(iii) a statement that the Company Board has received the CIBC Fairness Opinion and has, after receiving advice from CIBC World Markets Inc. and outside legal counsel and upon the recommendation of the Company Special Committee and having considered all other relevant factors determined that the Arrangement is fair to the Company Shareholders and is in the best interests of the Company and unanimously recommends that the Company Shareholders vote in favour of the Arrangement Resolution and (the rationale for that recommendation"Company Board Recommendation");
(div) a statement (the “Company Board Recommendation”) that each director and officer of the Company Board unanimously determined (with directors abstaining or recusing themselves as required), after receiving legal and financial advice:
(i) that the Arrangement is fair Riverstone have entered into a Voting Agreement pursuant to the which each such Person has agreed to vote all their Company Shareholders;
(ii) the Arrangement and the entering into of this Agreement is in the best interests of the Company; and
(iii) that the Company Board (with directors abstaining or recusing themselves as required) recommends that the Company Shareholders vote Shares in favour of the Arrangement Resolution and in accordance with the rationale for that recommendation, terms of such Voting Agreement; and
(ev) a statement that each the Purchaser may, on behalf of the Company Locked-up Shareholders have entered into Support and Voting Agreements pursuant to which they intend to vote all management of their Company Shares the Company, directly or through a proxy solicitation services firm of its choice, actively solicit proxies, on behalf of management of the Company, in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Company Shareholder Person that is inconsistent therewithwith the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement in compliance with Law.
(3d) The Purchaser shall provide to the Company in a timely manner all necessary information concerning the Purchaser and the Consideration Shares that is required by Law to be included in the Company Circular or other related documents and ensure that such information does not contain a Misrepresentation. The Purchaser shall use commercially reasonable efforts to obtain any necessary consents from any of its auditors, independent engineers and any other advisors to the use of any financial, technical or other expert information required to be included in the Company Circular and to the identification in the Company Circular of each such advisor.
(e) The Purchaser shall indemnify and save harmless the Company, its Subsidiaries and its and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company, its Subsidiaries and its and their respective Representatives may be subject to or may suffer, arising directly or indirectly out of or in consequence of:
(i) any Misrepresentation in any information included in the Company Circular that was provided by the Purchaser pursuant to paragraph 2.3(d); and
(ii) any Order made or Proceeding taken by a Securities Regulatory Authority or other Governmental Authority, to the extent based on any Misrepresentation or alleged Misrepresentation in any information relating solely to the Purchaser or the Consideration Shares included in the Company Circular that was provided by the Purchaser pursuant to paragraph 2.3(d).
(f) The Company shall give allow the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, documents and shall give all reasonable consideration to any comments made by the Purchaser and its counsel, outside legal counsel and agrees that all information relating solely to the Purchaser or the Consideration Shares that is furnished by or on behalf of the Purchaser for inclusion in the Company Circular and any information describing the Purchaser, the terms of the Arrangement and/or the Plan of Arrangement or other related documents must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy copies of the Company Circular prior to its mailing to the Company Shareholders.
(4g) The Purchaser shall as soon as reasonably practicable after the date hereof, and in any event within 30 days of the date hereof, provide the Company with all information regarding the Purchaser, its affiliates and the Purchaser Shares, including any pro forma financial statements, as required by applicable Law and requested by the Company in writing for inclusion in the Company Circular or in any amendments or supplements to such Company Circular. The Purchaser shall ensure that such information does not include any Misrepresentation concerning the Purchaser, its affiliates and the Consideration.
(5) Each Party shall each promptly notify the other Party if it at any time before the Effective Date either of them becomes aware that the Company Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall, in a manner consistent with this Section 2.4, cooperate Company and the Purchaser shall each co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall, in a manner provided in the Interim Order, shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Company Shareholders and any other Person who is entitled to receipt of same, and, if required by the Court or by applicable Law, file the same with the Securities Regulatory Authorities or any other Governmental Entity as requiredAuthority.
Appears in 1 contract
The Company Circular. (1) The Company shall promptly prepare and complete, in reasonable consultation with the Purchaser, the Company Circular together with any other documents required by applicable Law in connection with the Company Meeting and the Arrangement, and the Company shall, promptly after obtaining the Interim Order, cause the Company Circular and such other documents to be filed and sent to each Company Shareholder and other Person as required by the Interim Order and applicable Law, in each case so as to permit the Company Meeting to be held by the date specified in Section 2.3(a2.3(1)(a).
(2) The Company shall ensure that the Company Circular complies in all material respects with applicable Law and the Interim Order and applicable LawOrder, does not contain any Misrepresentation (other than in respect to any written information with respect to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Company Circular) Circular regarding the Company and provides the Company Shareholders with sufficient information to permit them to form a reasoned judgment concerning the matters to be placed before them at the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include:
: (ai) a copy of the Fairness Opinions;
Opinion; (bii) a statement that the Company Special Committee and the Company Board has received the Fairness Opinions;
(c) a statement that Opinion, and the Company Board, after receiving the unanimous recommendation of the Company Special Committee and financial and legal advice, has unanimously determineddetermined (with Xxxxxx Xxxxxxxxx and Xxxxxxx Xxxxxx, after receiving legal each a director of the Company, declaring a conflict and financial advice:
(iabstaining from voting thereon) that the Arrangement Consideration to be received by Company Shareholders is fair to the Company Shareholders;
(ii) fair, from a financial point of view, and that the Arrangement and the entering into of this Agreement is in the best interests of the Company; and
(iii) Company and that the Company Special Committee Board (excluding Xxxxxx Xxxxxxxxx and Xxxxxxx Xxxxxx) unanimously recommends that the Company Shareholders vote in favour of the Arrangement Resolution and the rationale for that recommendation;
(d) a statement (the “Company Board Recommendation”) that the Company Board unanimously determined (with directors abstaining or recusing themselves as required), after receiving legal and financial advice:
(i) that the Arrangement is fair to the Company Shareholders;
(ii) the Arrangement and the entering into of this Agreement is in the best interests of the Company; and
(iii) that the Company Board (with directors abstaining or recusing themselves as required) recommends that the Company Shareholders vote in favour of the Arrangement Resolution and the rationale for that recommendation, and
(e) a statement that each director and executive officer of the Company Locked-up Shareholders have entered into Support and Voting Agreements pursuant to which they intend intends to vote all of their such individual’s Company Shares in favour of the Arrangement Resolution and against any resolution submitted by any Company Shareholder that is inconsistent therewithwith the Arrangement, the whole in accordance with their Support and Voting Agreements; and (iv) a statement that each director and executive officer of the Company, as well as certain other Company Shareholders, has entered into Support and Voting Agreements and each director and executive officer of the Company has entered into Lock-up Agreements and specifying the percentage of the issued and outstanding Company Shares covered by such Support and Voting Agreements and Lock-up Agreements, as applicable.
(3) The Company shall indemnify and save harmless the Purchaser and each of its representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which they may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(a) any Misrepresentation or alleged Misrepresentation in any information included in the Company Circular, other than the information relating to the Purchaser (including information provided by the Purchaser in connection with the preparation of any pro forma financial statements for inclusion in the Company Circular), its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular; and
(b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in the Company Circular other than the information relating to the Purchaser (including information provided by the Purchaser in connection with the preparation of any pro forma financial statements for inclusion in the Company Circular), its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular.
(4) The Company shall not be responsible for any information in the Company Circular relating to the Purchaser (including information provided by the Purchaser in connection with the preparation of any pro forma financial statements for inclusion in the Company Circular), its affiliates or the Consideration Shares.
(5) The Company shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its counselthem, and agrees that all information relating solely to the Purchaser for inclusion Purchaser, its affiliates and the Consideration Shares included in the Company Circular and any information describing the Purchaser, the terms of the Arrangement and/or the Plan of Arrangement must be in a form and content reasonably satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of the Company Circular prior to its mailing to the Company Shareholdersthem.
(46) The Purchaser shall as soon as reasonably practicable after the date hereof, and in any event within 30 days twenty-five (25) Business Days of the date hereof, provide the Company with all information regarding the Purchaser, its affiliates and the Purchaser Shares, (including any pro forma financial statements, as required by applicable Law and reasonably requested by the Company in writing for inclusion in the Company Circular), its affiliates and the Consideration Shares, as required by Law (and in particular, Securities Law), including any pro forma financial statements, for inclusion in the Company Circular or in any amendments or supplements to such Company Circular. The Purchaser shall ensure that such information does not include any Misrepresentation concerning the Purchaser, its affiliates and the ConsiderationConsideration Shares.
(57) The Purchaser shall indemnify and save harmless the Company and each of its representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which they may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(a) any Misrepresentation or alleged Misrepresentation in any information included in the Company Circular relating to the Purchaser (including information provided by the Purchaser in connection with the preparation of any pro forma financial statements for inclusion in the Company Circular), its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular pursuant to Section 2.4(6); and
(b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information included in the Company Circular relating to the Purchaser (including information provided by the Purchaser in connection with the preparation of any pro forma financial statements for inclusion in the Company Circular), its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular pursuant to Section 2.4(6);
(8) The Purchaser shall not be responsible for any information in the Company Circular relating to the Company (including information provided by the Company in connection with the preparation of any pro forma financial statements for inclusion in the Company Circular).
(9) The Purchaser and the Company shall also use their commercially reasonable efforts to obtain any necessary consents from any of their respective auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Company Circular and to the identification in the Company Circular of each such advisor.
(10) Each Party shall promptly notify the other Party if if, at any time before the Effective Date, it becomes aware (in the case of the Company only with respect to the Company, and in the case of the Purchaser only with respect to the Purchaser (including information provided by the Purchaser in connection with the preparation of any pro forma financial statements for inclusion in the Company Circular) that the Company Circular contains a Misrepresentation, or otherwise requires an amendment or supplement). The Parties shall, in a manner consistent with this Section 2.4, shall cooperate in the preparation of any such amendment or supplement to the Company Circular as required or appropriate, and the Company shall, in a manner provided in the Interim Order, shall promptly mailsend, file or otherwise publicly disseminate any such amendment or supplement to the Company Circular to Company Shareholders and, if required by the Court or by applicable LawLaws, file the same with the Securities Authorities or any other Governmental Entity as required.
Appears in 1 contract
Samples: Arrangement Agreement
