The Company Circular. (1) Subject to compliance by the Purchaser with Section 2.4(4), the Company shall promptly prepare and complete, in consultation with the Purchaser, the Company Circular together with any other documents required by 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 Shareholder and 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(a). (2) The Company shall ensure that the Company Circular complies in all material respects with all applicable laws, and, without limiting the generality of the foregoing, that the Company Circular shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (provided that the Company shall not be responsible for the accuracy of any information forming part of the necessary information concerning the Purchaser that is required by law to be included by the Company in the Company Circular as described in Section 2.4(4)) and shall provide the Shareholders and Optionholders 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 Opinion; (b) a statement that the Board of Directors has received the Fairness Opinion, and has unanimously, after receiving legal and financial advice, determined that the Arrangement Resolution is in the best interests of the Company and recommends that the Shareholders and Optionholders vote in favour of the Arrangement Resolution (the “Board Recommendation”); and (c) a statement that each director and Designated Officer (and each other officer that has signed a Voting Agreement) intends, in accordance with the Voting Agreements, to vote all of such individual’s Shares and Options 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 documents related thereto, and reasonable consideration shall be given to any comments made by them, provided that all information relating to the Purchaser included in the Company Circular shall be in form and content satisfactory to the Purchaser, acting reasonably. (4) The Purchaser shall provide all necessary information concerning the Purchaser that is required by law to be included by the Company in the Company Circular or other related documents in writing and shall ensure that such information does not contain any misrepresentation. (5) The Company shall indemnify and save harmless the Purchaser, its Subsidiaries and affiliates and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Purchaser, any of its Subsidiaries or affiliates or any of their respective directors, officers, employees, agents, advisors or representatives 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 the Company Circular; and (b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Authority, to the extent based on any misrepresentation or any alleged misrepresentation in the Company Circular, provided, however, that the above-noted indemnification obligation of the Company shall not apply to any liabilities, Claims, demands, losses, costs, damages or expenses arising as a result of any misrepresentation or alleged misrepresentation in the information supplied by the Purchaser to the Company in accordance with Section 2.4(4) and contained in the Company Circular. (6) The Purchaser shall indemnify and save harmless the Company, its Subsidiaries and affiliates and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, Claims, demands, losses, costs, damages and expenses to which the Company, its Subsidiaries or any of their respective directors, officers, employees, agents, advisors or representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of any misrepresentation or alleged misrepresentation in the information supplied by the Purchaser to the Company in accordance with Section 2.4(4) and contained in the Company Circular. (7) The Company and the Purchaser shall promptly notify each other if at any time before the Effective Date it becomes aware that the Company Circular contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Company Circular, and the Parties shall cooperate in the preparation of any amendment or supplement to the Company Circular, as required or appropriate, and the Company shall, subject to compliance by the Purchaser with this Section 2.4, and, if required by the Court or applicable laws, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and Optionholders and file the same with the Securities Authorities and as otherwise required.
Appears in 1 contract
The Company Circular. (1a) Subject to the SPAC’s compliance by the Purchaser with Section 2.4(41.4(c), the Company shall as promptly as reasonably practicable prepare and complete, in consultation with the PurchaserSPAC as contemplated by this Section 1.4(a), the Company Circular together with any other documents required by law Law in connection with the Company Meeting and the ArrangementMeeting, 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 Optionholder and other Person Persons as required by the Interim Order and lawLaw, in each case so as to permit the Company Meeting to be held by the date specified in Section 2.3(a)1.3.
(2b) The Company shall ensure that the Company Circular complies in all material respects with all applicable lawsLaw, and, without limiting the generality of the foregoing, that the Company Circular shall does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made misrepresentation (provided that the Company shall not be responsible for the accuracy of any information forming part of the necessary information concerning the Purchaser that is required by law to be included furnished by the Company SPAC for purposes of inclusion in the Company Circular as described in pursuant to Section 2.4(41.4(c)) and shall provide provides the Company Shareholders and 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 Opinion;
Opinion (bif obtained pursuant to Section 6.6); (ii) a statement that the Company Board of Directors has received the Fairness Opinion, and has unanimously, after receiving legal and financial advice, determined that the Arrangement Resolution is in the best interests of the Company and is fair to the Company Shareholders and the Company Board unanimously recommends that the Company Shareholders and Optionholders vote in favour favor of the Arrangement Resolution (the “Company Board Recommendation”); and
and (ciii) a statement that each executive officer and director and Designated Officer (and each other officer that has signed a Voting Agreement) intends, in accordance with of the Voting Agreements, Company who owns Company Shares or holds Company Options or Company Warrants intends to vote all of such individualPerson’s Company Shares and (including any Company Shares issued upon the exercise of any Company Options or Company Warrants) in favour favor of the Arrangement Resolution.
(3c) The Company shall give the Purchaser SPAC and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related theretodocuments, and shall accept the reasonable consideration shall be given to any comments made by themthe SPAC and its legal counsel, provided and agrees that all information relating solely to the Purchaser SPAC or any of its affiliates included in the Company Circular shall must be in a form and content satisfactory consistent with the information provided to the Purchaser, acting reasonably.Company by the SPAC. The Company shall provide SPAC with a final copy of the Company Circular in connection with its mailing to Company Shareholders,
(4d) The Purchaser SPAC shall provide to the Company all necessary information concerning regarding the Purchaser that is SPAC and its affiliates as required by law to be included by the Company Interim Order or Laws for inclusion in the Company Circular or other related documents in writing and any amendments or supplements to such Company Circular. The SPAC shall ensure that such information does not contain include any misrepresentationmaterial misrepresentation concerning the SPAC or its affiliates.
(5e) The Company shall indemnify and save harmless the Purchaser, its Subsidiaries and affiliates and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Purchaser, any of its Subsidiaries or affiliates or any of their respective directors, officers, employees, agents, advisors or representatives 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 the Company Circular; and
(b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Authority, to the extent based on any misrepresentation or any alleged misrepresentation in the Company Circular, provided, however, that the above-noted indemnification obligation of the Company shall not apply to any liabilities, Claims, demands, losses, costs, damages or expenses arising as a result of any misrepresentation or alleged misrepresentation in the information supplied by the Purchaser to the Company in accordance with Section 2.4(4) and contained in the Company Circular.
(6) The Purchaser shall indemnify and save harmless the Company, its Subsidiaries and affiliates and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, Claims, demands, losses, costs, damages and expenses to which the Company, its Subsidiaries or any of their respective directors, officers, employees, agents, advisors or representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of any misrepresentation or alleged misrepresentation in the information supplied by the Purchaser to the Company in accordance with Section 2.4(4) and contained in the Company Circular.
(7) The Company and the Purchaser Each Party shall promptly notify each the other Parties if at any time before the Effective Date it becomes aware that the Company Circular contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are mademisrepresentation, or that otherwise requires an amendment or supplement to the Company Circular, and the supplement. The Parties shall cooperate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shallshall promptly mail, subject file or otherwise publicly disseminate any such amendment or supplement to compliance by the Purchaser with this Section 2.4, Company Shareholders and, if required by the Court or applicable lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and Optionholders and file the same with the Securities Authorities and as otherwise requiredany other Governmental Authority.
Appears in 1 contract
Samples: Business Combination Agreement (Insight Acquisition Corp. /DE)
The Company Circular. (1) Subject to the Purchaser’s compliance by the Purchaser with Section 2.4(4), the Company shall as promptly as reasonably practicable prepare and complete, in consultation with the PurchaserPurchaser as contemplated by this Section 2.4, the Company Circular together with any other documents required by law applicable Law in connection with the Company Meeting and the ArrangementMeeting, 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 Optionholder and other Person Persons as required by the Interim Order and lawapplicable Law, in each case so as to permit the Company Meeting to be held by the date specified in Section 2.3(a)2.3.
(2) The Company shall ensure that the Company Circular complies in all material respects with all applicable lawsLaw, and, without limiting the generality of the foregoing, that the Company Circular shall does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made Misrepresentation (provided that the Company shall not be responsible for the accuracy of any information forming part of the necessary information concerning furnished by the Purchaser that is required by law to be included by the Company for purposes of inclusion in the Company Circular as described in pursuant to Section 2.4(4)) and shall provide provides the Company Shareholders and 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 Fairness Opinion;
; (bii) a statement that the Board of Directors has received the Fairness Opinion, and has unanimouslyhas, after receiving legal and financial advice, determined that the Arrangement Resolution is in the best interests of the Company and is fair to the Company Shareholders and unanimously recommends that the Company Shareholders and Optionholders vote in favour of the Arrangement Resolution (the ““ Board Recommendation”); and
, and (ciii) a statement that each director and Designated Officer (executive officer who owns Company Shares and each other officer that has signed a Voting Agreement) intends, in accordance with director of the Voting Agreements, Company who owns Company Shares intends to vote all of such individualPerson’s Company Shares (including any Company Shares issued upon the vesting and Options settlement of any Company DSUs and Company RSUs) in favour of the Arrangement Resolution, subject to the other terms of this Agreement and the corresponding Support Agreements; and (iv) a statement that the Supporting Shareholders have each entered into their respective Support Agreements.
(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 documents related theretodocuments, and shall give reasonable consideration shall be given to any comments made by themthe Purchaser and its legal counsel, provided and agrees that all information relating solely to the Purchaser and/or any of its affiliates included in the Company Circular shall must be in a form and content satisfactory to the Purchaser, acting reasonably.
(4) The Purchaser shall provide to the Company all necessary information concerning regarding the Purchaser, its affiliates and the Purchaser that is Shares as required by law to be included by the Company Interim Order or applicable Law for inclusion in the Company Circular or in any amendments or supplements to such Company Circular. The Purchaser shall also use commercially reasonable efforts to obtain any necessary consents from its auditors and any other related documents advisors to the use of any financial or other expert information required to be included in writing the Company Circular and to the identification in the Company Circular of each such advisor. The Purchaser shall ensure that all such information contemplated in this Section 2.4(4) provided by the Purchaser does not contain include any misrepresentationMisrepresentation.
(5) The Company Purchaser shall indemnify and save harmless the Purchaser, Company and its Subsidiaries and affiliates and their respective directors, officers, employees, agents, advisors and representatives Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Purchaser, Company or any of its Subsidiaries or affiliates or any of their respective directors, officers, employees, agents, advisors or representatives Representatives may be subject or which the Company or any of its Representatives may suffersuffer as a result of, or arising from, any Misrepresentation or alleged Misrepresentation contained in any way caused byinformation included in the Company Circular that was furnished by the Purchaser, or arising, directly or indirectly, from or in consequence of:
(a) any misrepresentation or alleged misrepresentation its affiliates and their respective representatives for inclusion in the Company Circular; and
(b) , including any order made, or any inquiry, investigation or proceeding Governmental Action instituted by any Securities Authority or other Governmental Authority, to the extent Entity based on any misrepresentation or any alleged misrepresentation in the Company Circular, provided, however, that the above-noted indemnification obligation of the Company shall not apply to any liabilities, Claims, demands, losses, costs, damages or expenses arising as such a result of any misrepresentation Misrepresentation or alleged misrepresentation in the information supplied by the Purchaser to the Company in accordance with Section 2.4(4) and contained in the Company CircularMisrepresentation.
(6) The Purchaser shall indemnify and save harmless the Company, its Subsidiaries and affiliates and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, Claims, demands, losses, costs, damages and expenses to which the Company, its Subsidiaries or any of their respective directors, officers, employees, agents, advisors or representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of any misrepresentation or alleged misrepresentation in the information supplied by the Purchaser to the Company in accordance with Section 2.4(4) and contained in the Company Circular.
(7) The Company and the Purchaser Each Party shall promptly notify each the other Party if at any time before the Effective Date it becomes aware that the Company Circular contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are madeMisrepresentation, or that otherwise requires an amendment or supplement to the Company Circular, and the supplement. The Parties shall cooperate co-operate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shallshall promptly mail, subject file or otherwise publicly disseminate any such amendment or supplement to compliance by the Purchaser with this Section 2.4, Company Shareholders and, if required by the Court or applicable lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and Optionholders and file the same with the Securities Authorities and as otherwise requiredor any other Governmental Entity.
Appears in 1 contract
The Company Circular. (1) 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 law 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 Shareholder and Optionholder 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 all the Interim Order and applicable lawsLaw, and, without limiting the generality of the foregoing, that the Company Circular shall does not contain any untrue statement of a material fact Misrepresentation (other than with respect to any information relating to the Purchaser, the Purchaser Related Parties and the Financings to the extent furnished or omit to state a material fact required to be stated therein approved by or necessary to make the statements contained therein not misleading in light on behalf of the circumstances in which they are made (provided that the Company shall not be responsible Purchaser or its Representatives for the accuracy of any information forming part of the necessary information concerning the Purchaser that is required by law to be included by the Company inclusion in the Company Circular as described in Section 2.4(4)Circular) and shall provide provides the Shareholders and 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 shall include:
: (a) a copy of statement that the Fairness Opinion;
Special Committee unanimously recommended that the Board approve the Arrangement; (b) a statement that the Board of Directors has received the Fairness Opinion, and has unanimouslyBoard, after receiving the unanimous recommendation of the Special Committee and consulting with outside legal counsel and financial adviceadvisors in evaluating the Arrangement, has determined that the Arrangement Resolution is in the best interests of the Company and unanimously recommends that the Shareholders and Optionholders vote in favour of the Arrangement Resolution (the “Board Recommendation”); and
(c) a copy of the Interim Order; (d) copies of the CIBC Opinion and the BofA Xxxxxxx Xxxxx Opinion; and (e) a statement that each director and Designated Executive Officer (and each other officer that of the Company has signed a Voting Agreement) intends, in accordance with the Voting Agreements, agreed to vote all of such individual’s Shares and Options in favour of the Arrangement ResolutionResolution in 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 documents related theretodocuments, and shall give reasonable consideration shall be given to any comments made by themthe Purchaser and its legal counsel, provided that all information relating solely to the Purchaser Purchaser, the Sponsors and the Financings included in the Company Circular shall be in a form and content substance satisfactory to the Purchaser, acting reasonably.
(4) The Purchaser shall provide to the Company, in writing, all necessary information concerning the Purchaser, the Purchaser Related Parties and the Financings, that is required by law Law to be included by the Company in the Company Circular or other related documents in writing documents, and shall ensure that such information does not contain contain, any misrepresentationMisrepresentation.
(5) The Company shall indemnify and save harmless the Purchaser, its Subsidiaries and affiliates and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Purchaser, any of its Subsidiaries or affiliates or any of their respective directors, officers, employees, agents, advisors or representatives 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 the Company Circular; and
(b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Authority, to the extent based on any misrepresentation or any alleged misrepresentation in the Company Circular, provided, however, that the above-noted indemnification obligation of the Company shall not apply to any liabilities, Claims, demands, losses, costs, damages or expenses arising as a result of any misrepresentation or alleged misrepresentation in the information supplied by the Purchaser to the Company in accordance with Section 2.4(4) and contained in the Company Circular.
(6) The Purchaser shall indemnify and save harmless the Company, its Subsidiaries and affiliates and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, Claims, demands, losses, costs, damages and expenses to which the Company, its Subsidiaries or any of their respective directors, officers, employees, agents, advisors or representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of any misrepresentation or alleged misrepresentation in the information supplied by the Purchaser to the Company in accordance with Section 2.4(4) and contained in the Company Circular.
(7) The Company and the Purchaser shall promptly notify each other if at any time before the Effective Date it of them becomes aware that the Company Circular contains any untrue statement of a material fact Misrepresentation or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Company Circular, and the supplement. The Parties shall cooperate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shallshall promptly mail, subject file or otherwise publicly disseminate any such amendment or supplement to compliance by those Persons to whom the Purchaser with this Company Circular was sent pursuant to Section 2.4, 2.4(1) and, if required by the Court or by applicable lawsLaw, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and Optionholders and file the same with the Securities Authorities and or any other Governmental Entity as otherwise required.
Appears in 1 contract
Samples: Arrangement Agreement
The Company Circular. (1) Subject to compliance by the Purchaser with Section 2.4(4)The Company shall, the Company shall as promptly as reasonably practicable, prepare and complete, in consultation with the Purchaser, complete the Company Circular together with any other documents required by law 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 Optionholder and such other Person Persons as required by the Interim Order and lawLaw, in each case 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 Parent and 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 all applicable lawsLaw, and, without limiting the generality of the foregoing, that the Company Circular shall does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made Misrepresentation (provided except that the Company shall not be responsible for the accuracy of any information forming part of the necessary information concerning the Purchaser that is required by law to be included by the Company in the Company Circular as described relating to the Parent, the Purchaser and their respective affiliates that was furnished in writing by the Parent or the Purchaser specifically for inclusion in the Company Circular pursuant to Section 2.4(4)) and shall provide provides the Company Shareholders and 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 shall include:
: (a) a copy of the Fairness Opinion;
Interim Order; (b) a copy of each of the Fairness Opinions; (c) a statement that the Board of Directors Special Committee has received the Fairness Opinion, Opinions and has unanimouslyhas, after receiving legal and financial advice, unanimously recommended that the Board approve the Arrangement and the Arrangement Agreement and recommend that the Company Shareholders vote in favour of the Arrangement Resolution; (d) a statement that the Board (i) has received the Fairness Opinions and has, after receiving legal and financial advice and the recommendation of the Special Committee, unanimously determined that the Arrangement Resolution is in the best interests of the Company and is fair to the Company Shareholders and (ii) unanimously recommends that the Company Shareholders and Optionholders vote in favour of the Arrangement Resolution (the “Board Recommendation”); and
and (ce) a statement that each director and Designated Officer (and each other officer that Supporting Shareholder has signed entered into a Voting Agreement) intendsand Support Agreement pursuant to which each such Supporting Shareholder has agreed to, in accordance with the Voting Agreementsamong other things, to vote all of such individualSupporting Shareholder’s Company Shares and Options in favour of the Arrangement Resolution and against any resolution that is inconsistent with the Arrangement Resolution, subject to the terms of the Voting and Support Agreements.
(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 documents related theretodocuments, and shall give reasonable consideration shall be given to any comments made by themthe Purchaser and its counsel, provided and agrees that all information relating to the Purchaser included in the Company Circular shall 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 and all other related documents prior to printing and filing them.
(4) The Each of the Parent and the Purchaser shall provide all necessary information concerning the Parent and the Purchaser and their respective controlled affiliates that is required by law Law to be included by the Company in the Company Circular or Circular, other related documents or any amendments or supplements to such Company Circular and related documents to the Company in writing writing, on a timely basis, and shall ensure that such information does not contain any misrepresentationMisrepresentation.
(5) The Company shall indemnify and save harmless the Purchaser, its Subsidiaries and affiliates and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Purchaser, any of its Subsidiaries or affiliates or any of their respective directors, officers, employees, agents, advisors or representatives 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 the Company Circular; and
(b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Authority, to the extent based on any misrepresentation or any alleged misrepresentation in the Company Circular, provided, however, that the above-noted indemnification obligation of the Company shall not apply to any liabilities, Claims, demands, losses, costs, damages or expenses arising as a result of any misrepresentation or alleged misrepresentation in the information supplied by the Purchaser to the Company in accordance with Section 2.4(4) and contained in the Company Circular.
(6) The Purchaser shall indemnify and save harmless the Company, its Subsidiaries and affiliates and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, Claims, demands, losses, costs, damages and expenses to which the Company, its Subsidiaries or any of their respective directors, officers, employees, agents, advisors or representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of any misrepresentation or alleged misrepresentation in the information supplied by the Purchaser to the Company in accordance with Section 2.4(4) and contained in the Company Circular.
(7) The Company and the Purchaser Each Party shall promptly notify each the other if Parties if, at any time before the Effective Date Date, it becomes aware that the Company Circular contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are madeMisrepresentation, or that otherwise requires an amendment or supplement to thereto is otherwise required by the Company Circular, and the Court or by Law. The Parties shall cooperate in the preparation of any such amendment or supplement, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shall, subject to compliance by the Purchaser with this Section 2.4, Shareholders and, if required by the Court or applicable lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and Optionholders and file the same with the Securities Authorities and or any other Governmental Entity as otherwise required.
(6) Without limiting the generality of Section 4.2(2), the Company shall promptly advise the Purchaser of any material communication (whether written or oral) received by the Company from the TSX, any Securities Authority or any other Governmental Entity in connection with the Company Circular.
Appears in 1 contract
Samples: Arrangement Agreement (LKQ Corp)
The Company Circular. (1) Subject to the Purchaser’s compliance by the Purchaser with Section 2.4(4), the Company shall as promptly as reasonably practicable prepare and complete, in consultation with the PurchaserPurchaser as contemplated by this Section 2.4, the Company Circular together with any other documents required by law Law in connection with the Company Meeting and the ArrangementMeeting, 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 Optionholder and other Person Persons as required by the Interim Order and lawLaw, in each case so as to permit the Company Meeting to be held by the date specified in Section 2.3(a)2.3.
(2) The Company shall ensure that the Company Circular complies in all material respects with all applicable lawsLaw, and, without limiting the generality of the foregoing, that the Company Circular shall does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made Misrepresentation (provided that the Company shall not be responsible for the accuracy of any information forming part of furnished by the necessary information concerning Parent or the Purchaser that is required by law to be included by the Company for purposes of inclusion in the Company Circular as described in pursuant to Section 2.4(4)) and shall provide provides the Company Shareholders and 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 Fairness Opinion;
; (bii) a statement that the Board of Directors has received the Fairness Opinion, and has unanimouslyhas, after receiving legal and financial advice, determined that the Arrangement Resolution is in the best interests of the Company and is fair to the Company Shareholders and unanimously recommends that the Company Shareholders and Optionholders vote in favour of the Arrangement Resolution (the “Board Recommendation”); and
and (ciii) a statement that each executive officer and director and Designated Officer (and each other officer that has signed a Voting Agreement) intends, in accordance with of the Voting Agreements, Company who owns Company Shares or holds Company Options or RSUs intends to vote all of such individualPerson’s Company Shares and (including any Company Shares issued upon the exercise of any Company Options or RSUs) in favour of the Arrangement Resolution, subject to the other terms of this Agreement and the voting agreements entered into between the Purchaser and such executive officers and directors.
(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 documents related theretodocuments, and shall give reasonable consideration shall be given to any comments made by themthe Purchaser and its legal counsel, provided and agrees that all information relating solely to the Purchaser and/or any of its affiliates included in the Company Circular shall must be in a form and content satisfactory consistent with the information provided to the Purchaser, acting reasonablyCompany by the Parent.
(4) The Purchaser shall provide to the Company all necessary information concerning regarding the Purchaser that is and its affiliates as required by law to be included by the Company Interim Order or Laws for inclusion in the Company Circular or other related documents in writing and any amendments or supplements to such Company Circular. The Purchaser shall ensure that such information does not contain include any misrepresentationMisrepresentation concerning the Purchaser or its affiliates.
(5) The Company Purchaser shall indemnify and save harmless the PurchaserCompany, its Subsidiaries and affiliates and their respective directors, officers, employees, agents, advisors and representatives Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the PurchaserCompany, any of its Subsidiaries or affiliates or any of their respective directors, officers, employees, agents, advisors or representatives Representatives 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 the Company Circular; and
(b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Authority, to the extent based on any misrepresentation or any alleged misrepresentation in the Company Circular, provided, however, that the above-noted indemnification obligation of the Company shall not apply to any liabilities, Claims, demands, losses, costs, damages or expenses arising as a result of any misrepresentation or alleged misrepresentation in the information supplied by the Purchaser to the Company in accordance with Section 2.4(4) and contained in the Company Circular.
(6) The Purchaser shall indemnify and save harmless the Company, its Subsidiaries and affiliates and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, Claims, demands, losses, costs, damages and expenses to which the Company, its Subsidiaries or any of their respective directorsRepresentatives may suffer as a result of, officersor arising from, employees, agents, advisors any Misrepresentation or representatives may be subject or may suffer, alleged Misrepresentation contained in any way caused by, or arising, directly or indirectly, from or in consequence of any misrepresentation or alleged misrepresentation information included in the information supplied Company Circular that was furnished by the Purchaser to the Company in accordance with Section 2.4(4) Purchaser, its affiliates and contained their respective Representatives for inclusion in the Company Circular, including any order made, or any inquiry, investigation or Action instituted by any Securities Authority or other Governmental Entity based on such a Misrepresentation or alleged Misrepresentation.
(76) The Company and the Purchaser Each Party shall promptly notify each the other Parties if at any time before the Effective Date it becomes aware that the Company Circular contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are madeMisrepresentation, or that otherwise requires an amendment or supplement to the Company Circular, and the supplement. The Parties shall cooperate co-operate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shallshall promptly mail, subject file or otherwise publicly disseminate any such amendment or supplement to compliance by the Purchaser with this Section 2.4, Company Shareholders and, if required by the Court or applicable lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and Optionholders and file the same with the Securities Authorities and as otherwise requiredor any other Governmental Entity.
Appears in 1 contract
Samples: Arrangement Agreement
The Company Circular. (1) Subject to the Purchaser’s compliance by the Purchaser with Section 2.4(4), the Company shall as promptly as reasonably practicable prepare and complete, in consultation with the PurchaserPurchaser as contemplated by this Section 2.4, the Company Circular together with any other documents required by law applicable Law in connection with the Company Meeting and the ArrangementMeeting, 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 Optionholder and other Person Persons as required by the Interim Order and lawapplicable Law, in each case so as to permit the Company Meeting to be held by the date specified in Section 2.3(a)2.3.
(2) The Company shall ensure that the Company Circular complies in all material respects with all applicable lawsLaw, and, without limiting the generality of the foregoing, that the Company Circular shall does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made Misrepresentation (provided that the Company shall not be responsible for the accuracy of any information forming part of the necessary information concerning furnished by the Purchaser that is required by law to be included by the Company for purposes of inclusion in the Company Circular as described in pursuant to Section 2.4(4)) and shall provide provides the Company Shareholders and 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 Fairness Opinion;
; (bii) a statement that the Board of Directors has received the Fairness Opinion, and has unanimouslyhas, after receiving legal and financial advice, determined that the Arrangement Resolution is in the best interests of the Company and is fair to the Company Shareholders and unanimously recommends that the Company Shareholders and Optionholders vote in favour of the Arrangement Resolution (the “Board Recommendation”); and
, and (ciii) a statement that each director and Designated Officer (executive officer who owns Company Shares and each other officer that has signed a Voting Agreement) intends, in accordance with director of the Voting Agreements, Company who owns Company Shares intends to vote all of such individualPerson’s Company Shares (including any Company Shares issued upon the vesting and Options settlement of any Company DSUs and Company RSUs) in favour of the Arrangement Resolution, subject to the other terms of this Agreement and the corresponding Support Agreements; and (iv) a statement that the Supporting Shareholders have each entered into their respective Support Agreements.
(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 documents related theretodocuments, and shall give reasonable consideration shall be given to any comments made by themthe Purchaser and its legal counsel, provided and agrees that all information relating solely to the Purchaser and/or any of its affiliates included in the Company Circular shall must be in a form and content satisfactory to the Purchaser, acting reasonably.
(4) The Purchaser shall provide to the Company all necessary information concerning regarding the Purchaser, its affiliates and the Purchaser that is Shares as required by law to be included by the Company Interim Order or applicable Law for inclusion in the Company Circular or in any amendments or supplements to such Company Circular. The Purchaser shall also use commercially reasonable efforts to obtain any necessary consents from its auditors and any other related documents advisors to the use of any financial or other expert information required to be included in writing the Company Circular and to the identification in the Company Circular of each such advisor. The Purchaser shall ensure that all such information contemplated in this Section 2.4(4) provided by the Purchaser does not contain include any misrepresentationMisrepresentation.
(5) The Company Purchaser shall indemnify and save harmless the Purchaser, Company and its Subsidiaries and affiliates and their respective directors, officers, employees, agents, advisors and representatives Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Purchaser, Company or any of its Subsidiaries or affiliates or any of their respective directors, officers, employees, agents, advisors or representatives Representatives may be subject or which the Company or any of its Representatives may suffersuffer as a result of, or arising from, any Misrepresentation or alleged Misrepresentation contained in any way caused byinformation included in the Company Circular that was furnished by the Purchaser, or arising, directly or indirectly, from or in consequence of:
(a) any misrepresentation or alleged misrepresentation its affiliates and their respective representatives for inclusion in the Company Circular; and
(b) , including any order made, or any inquiry, investigation or proceeding Governmental Action instituted by any Securities Authority or other Governmental Authority, to the extent Entity based on any misrepresentation or any alleged misrepresentation in the Company Circular, provided, however, that the above-noted indemnification obligation of the Company shall not apply to any liabilities, Claims, demands, losses, costs, damages or expenses arising as such a result of any misrepresentation Misrepresentation or alleged misrepresentation in the information supplied by the Purchaser to the Company in accordance with Section 2.4(4) and contained in the Company CircularMisrepresentation.
(6) The Purchaser shall indemnify and save harmless the Company, its Subsidiaries and affiliates and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, Claims, demands, losses, costs, damages and expenses to which the Company, its Subsidiaries or any of their respective directors, officers, employees, agents, advisors or representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of any misrepresentation or alleged misrepresentation in the information supplied by the Purchaser to the Company in accordance with Section 2.4(4) and contained in the Company Circular.
(7) The Company and the Purchaser Each Party shall promptly notify each the other Party if at any time before the Effective Date it becomes aware that the Company Circular contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are madeMisrepresentation, or that otherwise requires an amendment or supplement to the Company Circular, and the supplement. The Parties shall cooperate co-operate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shallshall promptly mail, subject file or otherwise publicly disseminate any such amendment or supplement to compliance by the Purchaser with this Section 2.4, Company Shareholders and, if required by the Court or applicable lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and Optionholders and file the same with the Securities Authorities and as otherwise requiredor any other Governmental Entity.
Appears in 1 contract
Samples: Arrangement Agreement (SNDL Inc.)
The Company Circular. (1) Subject to the Purchaser’s 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, complete the Company Circular Circular, together with any other documents required by law 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 Common Shareholder and Optionholder and other Person as required by the Interim Order and lawLaw (including the Company Debentureholders and 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(a2.3(i).
(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 all applicable lawsthe Interim Order and Law, and, without limiting the generality of the foregoing, that the Company Circular shall does not contain any untrue statement of a material fact or omit Misrepresentation (other than with respect to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (provided that the Company shall not be responsible for the accuracy of any information forming part of the necessary information concerning the Purchaser, and its affiliates, any Equity Investor and the Financings, and furnished by or on behalf of the Purchaser that is required by law to be included by the Company in the Company Circular as described in Section 2.4(4)or its representatives) and shall provide provides the Common Shareholders and 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 shall include:
: (ai) a copy of the Fairness Opinion;
; (bii) a statement that the Board of Directors has received the Fairness Opinion, and has unanimouslyBoard, after receiving consulting with outside legal counsel and financial adviceadvisors, has determined that the Arrangement Resolution is in the best interests of the Company and recommends that the Common Shareholders and Optionholders vote in favour of the Arrangement Resolution (the “Board Recommendation”); and
and (ciii) a statement that that, to the knowledge of the Company, each director and Designated Officer (and each other executive officer that has signed a Voting Agreement) intends, in accordance with of the Voting Agreements, Company who owns Common Shares intends to vote all of such individual’s Common Shares and Options in favour of the Arrangement Resolution.
(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 documents related theretodocuments, and shall give reasonable consideration shall be given to any comments made by themthe Purchaser and its legal counsel, provided and agrees that all information relating solely to the Purchaser included in the Company Circular shall must be in a form and content satisfactory to the Purchaser, acting reasonably.
(4) The Purchaser shall provide to the Company in writing all necessary information concerning the Purchaser that is Purchaser, and its affiliates, and any Equity Investor and the Financings, as may be reasonably required by law to be included by the Company in the preparation of the Company Circular or other related documents in writing and shall ensure that such information does not contain contain, or cause the Company Circular to contain, any misrepresentationMisrepresentation.
(5) The Company shall Purchaser hereby agrees to indemnify and save harmless the PurchaserCompany, its Subsidiaries and affiliates and their respective directors, officers, employees, agents, advisors and representatives Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the PurchaserCompany, any of its Subsidiaries or affiliates or any of their respective directors, officers, employees, agents, advisors or representatives Representatives may be subject or may suffersuffer as a result of, or arising from, any Misrepresentation or alleged Misrepresentation contained in any way caused by, or arising, directly or indirectly, from or in consequence of:
(a) any misrepresentation or alleged misrepresentation written information included in the Company Circular; and
(b) Circular that was provided in writing by or on behalf of the Purchaser or its representatives for inclusion in the Company Circular concerning the Purchaser, and its affiliates, any Debt Financing Source or Equity Investor and the Financings, including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Securities Authority Authorities or any other Governmental Authority, to the extent Entity based on any misrepresentation or any alleged misrepresentation in the Company Circular, provided, however, that the above-noted indemnification obligation of the Company shall not apply to any liabilities, Claims, demands, losses, costs, damages or expenses arising as such a result of any misrepresentation Misrepresentation or alleged misrepresentation in the information supplied by the Purchaser to the Company in accordance with Section 2.4(4) and contained in the Company CircularMisrepresentation.
(6) The Purchaser shall indemnify and save harmless the Company, its Subsidiaries and affiliates and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, Claims, demands, losses, costs, damages and expenses to which the Company, its Subsidiaries or any of their respective directors, officers, employees, agents, advisors or representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of any misrepresentation or alleged misrepresentation in the information supplied by the Purchaser to the Company in accordance with Section 2.4(4) and contained in the Company Circular.
(7) The Company and the Purchaser shall promptly notify each other if at any time before the Effective Date it either of them becomes aware that the Company Circular contains any untrue statement of a material fact Misrepresentation or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Company Circular, and the supplement. The Parties shall cooperate co-operate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shallshall promptly mail, subject file or otherwise publicly disseminate any such amendment or supplement to compliance by those Persons to whom the Purchaser with this Company Circular was sent pursuant to Section 2.4, 2.4(1) and, if required by the Court or applicable lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and Optionholders and file the same with the Securities Authorities and or any other Governmental Entity as otherwise required.
Appears in 1 contract
Samples: Arrangement Agreement (Student Transportation Inc.)
The Company Circular. (1) Subject The Company shall, subject to compliance by the Purchaser with of its obligations under Section 2.4(4), the Company shall promptly prepare and complete, in consultation with the Purchaser, the Company Circular together with any other documents required by law 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 Shareholder and Optionholder and other Person as required by the Interim Order and lawLaw, 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 all applicable lawsLaw, and, without limiting the generality of the foregoing, that the Company Circular shall does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made Misrepresentation (provided that the Company shall not be responsible for the accuracy of any information forming part of the necessary information concerning relating to and furnished by the Purchaser that is required by law to be included by in writing specifically for the Company purpose of inclusion in the Company Circular as described in Section 2.4(4)Circular) and shall provide provides the Shareholders and 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:
: (a) a copy statement that the Board has unanimously determined that the consideration to be paid by Purchaser to the Company Securityholders pursuant to the Arrangement is fair from a financial point of the Fairness Opinion;
view; (b) a statement that the Board of Directors has received the Fairness Opinion, and has unanimouslyBoard, after receiving legal and financial advice, determined unanimously (i) approves the Arrangement, (ii) determines that the Arrangement Resolution is in the best interests of the Company Company, and (ii) recommends that the Shareholders and Optionholders vote in favour of the Arrangement Resolution ((a) and (b), together, the “Board Recommendation”); and
and (c) a statement that each director and Designated Officer (and each other officer that has signed a Voting Agreement) intends, in accordance with of the Voting Agreements, Company intends to vote all of such individual’s Shares and Options in favour of the Arrangement ResolutionResolution in accordance with the Support Agreements and against any resolution submitted by any Person that is inconsistent with the Arrangement.
(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 documents related theretodocuments, and shall give reasonable consideration shall be given to any comments made by themthe Purchaser and its legal counsel, provided and agrees that all information relating solely to the Purchaser included in the Company Circular shall must be in a form and content satisfactory to the Purchaser, acting reasonably.
(4) The Purchaser shall provide all necessary information concerning the Purchaser and its affiliates that is required by law Law to be included by the Company in the Company Circular or other related documents to the Company in writing writing, and shall ensure that such information does not contain any misrepresentationMisrepresentation.
(5) The Company shall indemnify and save harmless the Purchaser, its Subsidiaries and affiliates and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Purchaser, any of its Subsidiaries or affiliates or any of their respective directors, officers, employees, agents, advisors or representatives 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 the Company Circular; and
(b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Authority, to the extent based on any misrepresentation or any alleged misrepresentation in the Company Circular, provided, however, that the above-noted indemnification obligation Each of the Company shall not apply to any liabilities, Claims, demands, losses, costs, damages or expenses arising as a result of any misrepresentation or alleged misrepresentation in the information supplied by the Purchaser to the Company in accordance with Section 2.4(4) and contained in the Company Circular.
(6) The Purchaser shall indemnify and save harmless the Company, its Subsidiaries and affiliates and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, Claims, demands, losses, costs, damages and expenses to which the Company, its Subsidiaries or any of their respective directors, officers, employees, agents, advisors or representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of any misrepresentation or alleged misrepresentation in the information supplied by the Purchaser to the Company in accordance with Section 2.4(4) and contained in the Company Circular.
(7) The Company and the Purchaser Parties shall promptly notify each the other Party if at any time before the Effective Date it becomes aware that the Company Circular contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are madeMisrepresentation, or that otherwise requires an amendment or supplement to the Company Circular, and the supplement. The Parties shall cooperate co-operate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shallshall promptly mail, subject file or otherwise publicly disseminate any such amendment or supplement to compliance by the Purchaser with this Section 2.4, Shareholders and, if required by the Court or applicable lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and Optionholders and file the same with the Securities Authorities and or any other Governmental Entity as otherwise required.
Appears in 1 contract
The Company Circular. (1) Subject to compliance by the Purchaser with Section 2.4(4), the The Company shall as promptly as reasonably practicable prepare and complete, in consultation with the Purchaser, the Company Circular together with any other documents required by law 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 Shareholder and Optionholder and other Person Persons as required by the Interim Order and lawLaw, 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 all applicable lawsLaw, and, without limiting does not at the generality time of the foregoing, that the Company Circular shall not mailing contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made Misrepresentation (other than written information provided that the Company shall not be responsible for the accuracy of any information forming part of the necessary information concerning the Purchaser that is required by law to be included by the Company in Parent or the Company Circular as described in Section 2.4(4)Purchaser) and shall provide provides the Shareholders and 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 Fairness Opinion;
; (bii) a statement that the Board of Directors has received the Fairness Opinion, and has unanimouslyunanimously determined, after receiving legal and financial advice, determined : (A) that the Arrangement Resolution is fair to the Shareholders; (B) the Arrangement and the entering into of this Agreement is in the best interests of the Company Company; and (C) that the Board unanimously recommends that the Shareholders and Optionholders vote in favour of the Arrangement Resolution (collectively, the “Board Recommendation”); and
and (ciii) a statement that each director the Company Supporting Shareholders have entered into the Company Voting and Designated Officer (and each other officer that has signed a Voting Agreement) intends, in accordance with the Voting Agreements, Support Agreements pursuant to which they intend to vote all of such individual’s their Shares and Options in favour of the Arrangement ResolutionResolution and against any resolution submitted by any Shareholder that is inconsistent with, 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 documents related theretodocuments, and shall give reasonable consideration shall be given to any comments made by themthe Purchaser and its counsel, provided and agrees that all information relating solely to the Purchaser included or the Parent for inclusion in the Company Circular shall and any information describing 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 Shareholders.
(4) The Purchaser shall provide to the Company in writing all necessary information concerning the Purchaser Purchaser, Parent and each of its affiliates that is required by law Law to be included by the Company in the Company Circular or other related documents as required in writing by the Company, and shall ensure that such information does not contain any misrepresentationMisrepresentation.
(5) The Company shall indemnify and save harmless the Purchaser, its Subsidiaries and affiliates and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Purchaser, any of its Subsidiaries or affiliates or any of their respective directors, officers, employees, agents, advisors or representatives 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 the Company Circular; and
(b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Authority, to the extent based on any misrepresentation or any alleged misrepresentation in the Company Circular, provided, however, that the above-noted indemnification obligation of the Company shall not apply to any liabilities, Claims, demands, losses, costs, damages or expenses arising as a result of any misrepresentation or alleged misrepresentation in the information supplied by the Purchaser to the Company in accordance with Section 2.4(4) and contained in the Company Circular.
(6) The Purchaser shall indemnify and save harmless the Company, its Subsidiaries and affiliates and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, Claims, demands, losses, costs, damages and expenses to which the Company, its Subsidiaries or any of their respective directors, officers, employees, agents, advisors or representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of any misrepresentation or alleged misrepresentation in the information supplied by the Purchaser to the Company in accordance with Section 2.4(4) and contained in the Company Circular.
(7) The Company and the Purchaser Each Party shall promptly notify each the other Party if at any time before the Effective Date it becomes aware that the Company Circular contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are madeMisrepresentation, or that otherwise requires an amendment or supplement to the Company Circular, and the supplement. The Parties shall cooperate co-operate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shallshall promptly mail, subject file or otherwise publicly disseminate any such amendment or supplement to compliance by the Purchaser with this Section 2.4, Shareholders and, if required by the Court or applicable lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and Optionholders and file the same with the Securities Authorities and as otherwise requiredor any other Governmental Entity.
Appears in 1 contract
The Company Circular.
(1a) Subject to compliance by the Purchaser with Section 2.4(4), the The Company shall promptly prepare and complete, in consultation with the Purchaser, the Company Circular together with any other documents required by law 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 Shareholder and Optionholder Company Common Shareholder, Company Debentureholder and other Person as required by the Interim Order and lawLaw, in each case so as to permit the Company Meeting to be held by the date specified in Section 2.3(a).
(2b) The Company shall ensure that the Company Circular complies in all material respects with all applicable lawsLaw, and, without limiting the generality of the foregoing, that the Company Circular shall does not contain any untrue statement of a material fact or omit Misrepresentation (other than in respect to state a material fact required any written information with respect to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (provided that the Company shall not be responsible for the accuracy of any information forming part of the necessary information concerning the Purchaser that is required furnished in writing by law to be included by or on behalf of the Company Purchaser for inclusion in the Company Circular as described in Section 2.4(4)Circular) and shall provide provides the Company Common Shareholders and Optionholders Company Debentureholders 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:
(a) a copy of the Fairness Opinion;
(b) : a statement that the Board of Directors has received the Fairness Opinion, and has unanimouslyunanimously determined (with directors abstaining or recusing themselves as required), after receiving legal and financial advice, determined : (A) that the Arrangement Resolution is fair to the Company Common Shareholders and Company Debentureholders; (B) the Arrangement and the entering into of this Agreement is in the best interests of the Company Company; and (C) that the Board (with directors abstaining or recusing themselves as required) recommends that the Company Common Shareholders and Optionholders Company Debentureholders vote in favour of the Arrangement Resolution (collectively, the “"Board Recommendation”"); and.
(c) a statement that each director and Designated Officer (and each other officer that has signed a Voting Agreement) intends, in accordance with the Voting Agreements, to vote all of such individual’s Shares and Options 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 documents related theretodocuments, and shall give reasonable consideration shall be given to any comments made by themthe Purchaser and its counsel, provided and agrees that all information relating solely to the Purchaser included for inclusion in the Company Circular shall and any information describing 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 and Company Debentureholders.
(4d) The Purchaser shall as soon as reasonably practicable after the date hereof, and in any event within thirty (30) days of the date hereof, provide the Company with all necessary information concerning regarding the Purchaser, its affiliates and the Purchaser that is Shares, including any pro forma financial statements, as required by law to be included Law and requested by the Company in writing for inclusion in the Company Circular or other related documents in writing and any amendments or supplements to such Company Circular. The Purchaser shall ensure that such information does not contain include any misrepresentation.
(5) The Company shall indemnify and save harmless Misrepresentation concerning the Purchaser, its Subsidiaries and affiliates and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Purchaser, any of its Subsidiaries or affiliates or any of their respective directors, officers, employees, agents, advisors or representatives 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 the Company Circular; and
(b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Authority, to the extent based on any misrepresentation or any alleged misrepresentation in the Company Circular, provided, however, that the above-noted indemnification obligation of the Company shall not apply to any liabilities, Claims, demands, losses, costs, damages or expenses arising as a result of any misrepresentation or alleged misrepresentation in the information supplied by the Purchaser to the Company in accordance with Section 2.4(4) and contained in the Company CircularConsideration Shares.
(6e) The Purchaser shall indemnify and save harmless the Company, its Subsidiaries and affiliates and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, Claims, demands, losses, costs, damages and expenses to which the Company, its Subsidiaries or any of their respective directors, officers, employees, agents, advisors or representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of any misrepresentation or alleged misrepresentation in the information supplied by the Purchaser to the Company in accordance with Section 2.4(4) and contained in the Company Circular.
(7) The Company and the Purchaser Each Party shall promptly notify each the other Party if at any time before the Effective Date it becomes aware that the Company Circular contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are madeMisrepresentation, or that otherwise requires an amendment or supplement to the Company Circularsupplement. The Parties shall, and the Parties shall cooperate in a manner consistent with this Section 2.4, co-operate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shall, subject in a manner provided in the Interim Order, promptly mail, file or otherwise publicly disseminate any such amendment or supplement to compliance by the Purchaser with this Section 2.4, Company Common Shareholders and Company Debentureholders and, if required by the Court or applicable lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and Optionholders and file the same with the Securities Authorities and or any other Governmental Entity as otherwise required.
Appears in 1 contract
Samples: Arrangement Agreement
The Company Circular.
(1) Subject to compliance by the Purchaser with Section 2.4(4), the The Company shall promptly prepare and complete, in reasonable consultation with the Purchaser, the Company Circular together with any other documents required by law Law and the Interim Order 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 Optionholder and other Person as required by the Interim Order and lawapplicable 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 all applicable lawsLaw and the Interim Order, and, without limiting the generality of the foregoing, that the Company Circular shall does not contain any untrue statement of a material fact or omit Misrepresentation (other than in respect to state a material fact required any written information with respect to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (provided that the Company shall not be responsible for the accuracy of any information forming part of the necessary information concerning the Purchaser that is required furnished in writing by law to be included by or on behalf of the Company Purchaser for inclusion in the Company Circular as described in Section 2.4(4)Circular) and shall provide provides the Company Shareholders and 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 Fairness Opinion;
Opinions; (bii) a statement that the Company Board of Directors (or committee thereof, as applicable) has received the Fairness OpinionOpinions, and the Company Board has unanimouslyunanimously determined (with directors abstaining or recusing themselves as required by Law or the Company's Constating Documents), after receiving legal and financial advice, determined advice:
(A) that the Arrangement Resolution is fair to the Company Shareholders; (B) that the Arrangement and the entering into of this Agreement is in the best interests of the Company; and (C) that the Company and Board (with directors abstaining or recusing themselves as required by Law or the Company's Constating Documents) recommends that the Company Shareholders and Optionholders vote in favour of the Arrangement Resolution (collectively, the “"Company Board Recommendation”"); and
, and (ciii) a statement that each director and Designated Officer (and each other officer that has signed a of the Company Locked-up Shareholders have entered into Voting Agreement) intends, in accordance with the Voting Agreements, Support Agreements pursuant to which they intend to vote all of such individual’s their Company Shares and Options in favour of the Arrangement ResolutionResolution and against any resolution submitted by any Company 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 documents related thereto, and reasonable consideration shall be given to any comments made by them, provided that all information relating to the Purchaser included in the Company Circular shall be in form and content satisfactory to the Purchaser, acting reasonably.
(4) The Purchaser shall provide all necessary information concerning the Purchaser that is required by law to be included by the Company in the Company Circular or other related documents in writing and shall ensure that such information does not contain any misrepresentation.
(5) The Company shall indemnify and save harmless the Purchaser, Purchaser and each of its Subsidiaries and affiliates and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Purchaser, any of its Subsidiaries or affiliates or any of their respective directors, officers, employees, agents, advisors or representatives they may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:of:
(a) any misrepresentation Misrepresentation or alleged misrepresentation Misrepresentation in any information included in 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
(b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental AuthorityEntity, to the extent based on any misrepresentation Misrepresentation or any alleged misrepresentation Misrepresentation in the Company Circular, provided, however, that the above-noted indemnification obligation of the Company shall not apply to any liabilities, Claims, demands, losses, costs, damages or expenses arising as a result of any misrepresentation or alleged misrepresentation in Circular other than the information supplied by relating to the Purchaser Purchaser, its affiliates or the Consideration Shares furnished to the Company in accordance with Section 2.4(4) and contained 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, its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular.
(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, including an Annual Information Form to be filed and incorporated by reference, if any, 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, its affiliates and the Consideration Shares included in the Company Circular and any information describing 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.
(6) The Purchaser shall, in the form required by applicable Law, as soon as reasonably practicable after the date hereof, and in any event within seven (7) days of the date hereof, provide the Company with all information regarding the Purchaser, its affiliates and the Consideration Shares as required by Law (and in particular, Securities Law) for inclusion in the Company Circular or in any amendments or supplements to such Company Circular. The Purchaser and not the Company shall be responsible for such information and shall ensure that such information does not include any Misrepresentation concerning the Purchaser, its affiliates and the Consideration Shares.
(7) The Purchaser shall indemnify and save harmless the Company, Company and each of its Subsidiaries and affiliates and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, Claimsclaims, demands, losses, costs, damages and expenses to which the Company, its Subsidiaries or any of their respective directors, officers, employees, agents, advisors or representatives they may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of of:
(a) any misrepresentation Misrepresentation or alleged misrepresentation Misrepresentation in any information included in the information supplied by Company Circular relating to the Purchaser Purchaser, its affiliates or the Consideration Shares furnished to the Company in accordance with Section 2.4(4) and contained writing by the Purchaser for inclusion in the Company CircularCircular 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, 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).
(78) The Purchaser shall not be responsible for any information in the Company Circular relating to the Company.
(9) The Company Purchaser and the Purchaser 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 each the other Party 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, its affiliates and the Consideration Shares) that the Company Circular contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are madeMisrepresentation, or that otherwise requires an amendment or supplement to the Company Circularsupplement. The Parties shall, and the Parties shall cooperate in a manner consistent with this Section 2.4, co-operate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shall, subject in a manner provided in the Interim Order or as required by Law, promptly mail, file or otherwise publicly disseminate any such amendment or supplement to compliance by the Purchaser with this Section 2.4, Company Circular to Company Shareholders and, if required by the Court or by applicable lawsLaw, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and Optionholders and file the same with the Securities Authorities and or any other Governmental Entity as otherwise required.
Appears in 1 contract
Samples: Arrangement Agreement
The Company Circular. (1) Subject to the Purchaser’s 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, complete the Company Circular Circular, together with any other documents required by law 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 Common Shareholder and Optionholder and other Person as required by the Interim Order and lawLaw, in each case so as to permit the Company Meeting to be held by the date specified in Section 2.3(a2.3(i).
(2) The Company shall ensure that the Company Circular complies in all material respects with all applicable lawsthe Interim Order and Law, and, without limiting the generality of the foregoing, that the Company Circular shall does not contain any untrue statement of a material fact or omit Misrepresentation (other than with respect to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (provided that the Company shall not be responsible for the accuracy of any information forming part of the necessary information concerning the Purchaser, its affiliates, the Equity Investor and the Equity Financing, and furnished by or on behalf of the Purchaser that is required by law to be included by the Company in the Company Circular as described in Section 2.4(4)or its representatives) and shall provide provides the Common Shareholders and 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 shall include:
: (ai) a copy of the Fairness Opinion;
; (bii) a statement that the Board of Directors has received the Fairness Opinion, and has unanimously, after receiving legal and financial advice, determined that the Arrangement Resolution is in the best interests of the Company and recommends that the Common Shareholders and Optionholders vote in favour of the Arrangement Resolution (the “Board Recommendation”); and
and (ciii) a statement that each director and Designated Officer (and each other executive officer that has signed a Voting Agreement) intends, in accordance with of the Voting Agreements, Company intends to vote all of any Common Shares owned or controlled by such individual’s Shares and Options individual in favour of the Arrangement Resolution.
(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 documents related theretodocuments, and shall give reasonable consideration shall be given to any comments made by themthe Purchaser and its legal counsel, provided and agrees that all information relating solely to the Purchaser included in the Company Circular shall must be in a form and content satisfactory to the Purchaser, acting reasonably.
(4) The Purchaser shall on a timely basis provide to the Company in writing all necessary information concerning the Purchaser that is Purchaser, its affiliates, the Equity Investor and the Equity Financing as required by law to be included by the Company applicable Laws for inclusion in the Company Circular or other related documents in writing and shall ensure that such information does not contain contain, or cause the Company Circular to contain, any misrepresentationMisrepresentation.
(5) The Company shall indemnify and save harmless the Purchaser, its Subsidiaries and affiliates and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Purchaser, any of its Subsidiaries or affiliates or any of their respective directors, officers, employees, agents, advisors or representatives 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 the Company Circular; and
(b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Authority, to the extent based on any misrepresentation or any alleged misrepresentation in the Company Circular, provided, however, that the above-noted indemnification obligation of the Company shall not apply to any liabilities, Claims, demands, losses, costs, damages or expenses arising as a result of any misrepresentation or alleged misrepresentation in the information supplied by the Purchaser to the Company in accordance with Section 2.4(4) and contained in the Company Circular.
(6) The Purchaser shall indemnify and save harmless the Company, its Subsidiaries and affiliates and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, Claims, demands, losses, costs, damages and expenses to which the Company, its Subsidiaries or any of their respective directors, officers, employees, agents, advisors or representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of any misrepresentation or alleged misrepresentation in the information supplied by the Purchaser to the Company in accordance with Section 2.4(4) and contained in the Company Circular.
(7) The Company and the Purchaser shall promptly notify each other if at any time before the Effective Date it either of them becomes aware that the Company Circular contains any untrue statement of a material fact Misrepresentation or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Company Circular, and the supplement. The Parties shall cooperate co-operate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shallshall promptly mail, subject file or otherwise publicly disseminate any such amendment or supplement to compliance by those Persons to whom the Purchaser with this Company Circular was sent pursuant to Section 2.4, 2.4(1) and, if required by the Court or applicable lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and Optionholders and file the same with the Securities Authorities and or any other Governmental Entity as otherwise required.
Appears in 1 contract
Samples: Arrangement Agreement
The Company Circular. (1) Subject to the Purchaser’s compliance by the Purchaser with Section 2.4(4), the Company shall as promptly as reasonably practicable prepare and complete, in consultation with the PurchaserPurchaser as contemplated by this Section 2.4, the Company Circular together with any other documents required by law Law in connection with the Company Meeting and the ArrangementMeeting, and the Company shall, promptly after obtaining the Interim Orderno later than January 31, 2020, cause the Company Circular and such other documents to be filed and sent to each Company Shareholder and Optionholder and other Person Persons as required by the Interim Order and lawLaw, 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)2.3.
(2) The Company shall ensure that the Company Circular complies in all material respects with all applicable lawsLaw, and, without limiting the generality of the foregoing, that the Company Circular shall does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made Misrepresentation (provided that the Company shall not be responsible for the accuracy of any information forming part of the necessary information concerning the Purchaser that is required and its affiliates and the Debt Financing, and furnished by law to be included by or on behalf of the Company Purchaser, the Parent or any of their Representatives for purposes of inclusion in the Company Circular as described in Section 2.4(4)Circular) and shall provide provides the Company Shareholders and 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 Fairness Opinion;
; (bii) a statement that the Board of Directors has received the Fairness Opinion, and has unanimouslyhas, after receiving legal and financial advice, determined that the Arrangement Resolution is in the best interests of the Company and is fair to the Company Shareholders and unanimously recommends that the Company Shareholders and Optionholders vote in favour of the Arrangement Resolution (the “Board Recommendation”); and
and (ciii) a statement that that, to the knowledge of the Company, each executive officer and director and Designated Officer (and each other officer that has signed a Voting Agreement) intends, in accordance with of the Voting Agreements, Company who owns Company Shares or holds Company Options intends to vote all of such individualPerson’s Company Shares and Options (including any Company Shares issued upon the exercise of any Company Options) in favour of the Arrangement Resolution, subject to the other terms of this Agreement and the voting agreements entered into between the Purchaser and such executive officers and directors.
(3) The Company shall use all reasonable endeavours to give the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related theretodocuments, and shall give reasonable consideration shall be given to any comments made by themthe Purchaser and its legal counsel, provided and agrees that all information relating solely to the Purchaser and/or any of its affiliates included in the Company Circular shall must be in form and content satisfactory consistent with the information provided to the Company by the Purchaser, acting reasonably.
(4) The Purchaser shall provide (and procure that its professional advisers provide) to the Company in writing all necessary information concerning regarding the Purchaser that is required by law to and its affiliates and the Debt Financing, as may be included reasonably requested by the Company for inclusion in the Company Circular (and any amendments or supplements to such Company Circular) or other related documents in writing on a timely basis and shall ensure that such information does not contain contain, or cause the Company Circular to contain, any misrepresentationMisrepresentation.
(5) The Purchaser acknowledges and agrees that the Company shall indemnify and save harmless be entitled to rely on the accuracy of all information furnished by the Purchaser, its Subsidiaries and affiliates and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Purchaser, any of its Subsidiaries or affiliates or any of their respective directors, officers, employees, agents, advisors or representatives may be subject or may suffer, Representatives in any way caused by, or arising, directly or indirectly, from or in consequence of:
(a) any misrepresentation or alleged misrepresentation writing for inclusion in the Company Circular; and
(b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Authority, to the extent based on any misrepresentation or any alleged misrepresentation in the Company Circular, provided, however, that the above-noted indemnification obligation of the Company shall not apply to any liabilities, Claims, demands, losses, costs, damages or expenses arising as a result of any misrepresentation or alleged misrepresentation in the information supplied by Circular concerning the Purchaser to and its affiliates and the Company in accordance with Section 2.4(4) and contained in the Company CircularDebt Financing.
(6) The Purchaser shall indemnify and save harmless the Company, its Subsidiaries and affiliates and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, Claims, demands, losses, costs, damages and expenses to which the Company, its Subsidiaries or any of their respective directors, officers, employees, agents, advisors or representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of any misrepresentation or alleged misrepresentation in the information supplied by the Purchaser to the Company in accordance with Section 2.4(4) and contained in the Company Circular.
(7) The Company and the Purchaser Each Party shall promptly notify each the other Parties if at any time before the Effective Date it becomes aware that the Company Circular contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are madeMisrepresentation, or that otherwise requires an amendment or supplement to the Company Circular, and the supplement. The Parties shall cooperate co-operate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shallshall promptly mail, subject file or otherwise publicly disseminate any such amendment or supplement to compliance by the Purchaser with this Section 2.4, Company Shareholders and, if required by the Court or applicable lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and Optionholders and file the same with the Securities Authorities and as otherwise requiredor any other Governmental Entity.
Appears in 1 contract
Samples: Arrangement Agreement
The Company Circular. (1a) Subject to Spinco’s compliance by the Purchaser with Section 2.4(41.4(c), the Company shall as promptly as reasonably practicable prepare and complete, in consultation with the PurchaserSpinco as contemplated by this Section 1.4(a), the Company Circular together with any other documents required by law Law in connection with the Company Meeting and the ArrangementMeeting, 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 Optionholder and other Person Persons as required by the Interim Order and lawLaw, in each case so as to permit the Company Meeting to be held by the date specified in Section 2.3(a)1.3.
(2b) The Company shall ensure that the Company Circular complies in all material respects with all applicable lawsLaw, and, without limiting the generality of the foregoing, that the Company Circular shall does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made misrepresentation (provided that the Company shall not be responsible for the accuracy of any information forming part of the necessary information concerning the Purchaser that is required by law to be included furnished by the Company Parent for purposes of inclusion in the Company Circular as described in pursuant to Section 2.4(41.4(c)) and shall provide provides the Company Shareholders and 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:
: (a) a copy of the Fairness Opinion;
(bi) a statement that the Company Board of Directors has received the Fairness Opinion, and has unanimously, after receiving legal and financial advice, determined that the Arrangement Resolution is in the best interests of the Company and is fair to the Company Shareholders and the Company Board unanimously recommends that the Company Shareholders and Optionholders vote in favour favor of the Arrangement Resolution (the “Company Board Recommendation”); and
and (cii) a statement that each executive officer and director and Designated Officer (and each other officer that has signed a Voting Agreement) intends, in accordance with of the Voting Agreements, Company who owns Company Shares or holds Company Options intends to vote all of such individualPerson’s Company Shares and Options (including any Company Shares issued upon the exercise of any Company Options) in favour favor of the Arrangement Resolution.
(3c) The Company shall give the Purchaser Spinco and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related theretodocuments, and shall accept the reasonable consideration shall be given to any comments made by themSpinco and its legal counsel, provided and agrees that all information relating solely to the Purchaser Spinco or any of its affiliates included in the Company Circular shall must be in a form and content satisfactory consistent with the information provided to the Purchaser, acting reasonably.Company by the Parent. The Company shall provide Spinco with a final copy of the Company Circular in connection with its mailing to Company Shareholders,
(4d) The Purchaser Spinco shall provide to the Company all necessary information concerning regarding the Purchaser that is Parent and its affiliates as required by law to be included by the Company Interim Order or Laws for inclusion in the Company Circular or other related documents in writing and any amendments or supplements to such Company Circular. The Parent shall ensure that such information does not contain include any misrepresentationmaterial misrepresentation concerning the Parent or its affiliates.
(5e) The Company shall indemnify and save harmless the Purchaser, its Subsidiaries and affiliates and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Purchaser, any of its Subsidiaries or affiliates or any of their respective directors, officers, employees, agents, advisors or representatives 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 the Company Circular; and
(b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Authority, to the extent based on any misrepresentation or any alleged misrepresentation in the Company Circular, provided, however, that the above-noted indemnification obligation of the Company shall not apply to any liabilities, Claims, demands, losses, costs, damages or expenses arising as a result of any misrepresentation or alleged misrepresentation in the information supplied by the Purchaser to the Company in accordance with Section 2.4(4) and contained in the Company Circular.
(6) The Purchaser shall indemnify and save harmless the Company, its Subsidiaries and affiliates and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, Claims, demands, losses, costs, damages and expenses to which the Company, its Subsidiaries or any of their respective directors, officers, employees, agents, advisors or representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of any misrepresentation or alleged misrepresentation in the information supplied by the Purchaser to the Company in accordance with Section 2.4(4) and contained in the Company Circular.
(7) The Company and the Purchaser Each Party shall promptly notify each the other Parties if at any time before the Effective Date it becomes aware that the Company Circular contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are mademisrepresentation, or that otherwise requires an amendment or supplement to the Company Circular, and the supplement. The Parties shall cooperate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shallshall promptly mail, subject file or otherwise publicly disseminate any such amendment or supplement to compliance by the Purchaser with this Section 2.4, Company Shareholders and, if required by the Court or applicable lawsby Law, promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Shareholders and Optionholders and file the same with the Securities Authorities and as otherwise requiredany other Governmental Authority.
Appears in 1 contract
