Common use of The Company Circular Clause in Contracts

The Company Circular. (1) Subject to the Purchaser’s compliance with Section 2.4(4), the Company shall as promptly as reasonably practicable prepare and complete 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 with the applicable Securities Authorities and sent to each Common Shareholder and other Person as required by the Interim Order and Law, in each case so as to permit the Company Meeting to be held by the date specified in Section 2.3(i). (2) The Company shall ensure that the Company Circular complies in all material respects with the Interim Order and Law, does not contain any Misrepresentation (other than with respect to any information concerning the Purchaser, its affiliates, the Equity Investor and the Equity Financing, and furnished by or on behalf of the Purchaser or its representatives) and provides the Common Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular shall include: (i) a copy of the Fairness Opinion; (ii) a statement that the Board recommends that Common Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”); and (iii) a statement that each director and executive officer of the Company intends to vote any Common Shares owned or controlled by such individual in favour of the Arrangement Resolution. (3) The Company shall allow the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its legal counsel, and agrees that all information relating solely to the Purchaser included in the Company Circular 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 information concerning the Purchaser, its affiliates, the Equity Investor and the Equity Financing as required by applicable Laws for inclusion in the Company Circular or other related documents and shall ensure that such information does not contain, or cause the Company Circular to contain, any Misrepresentation. (5) The Company and the Purchaser shall promptly notify each other if either of them becomes aware that the Company Circular contains a Misrepresentation or otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to those Persons to whom the Company Circular was sent pursuant to Section 2.4(1) and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as required.

The Company Circular. (1) Subject The Company shall, subject to compliance by the Purchaser’s compliance with Purchaser of its obligations under Section 2.4(4), promptly prepare and complete, in consultation with the Purchaser, the Company shall as promptly as reasonably practicable prepare and complete the Company Circular, 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 with the applicable Securities Authorities and sent to each Common Shareholder and other Person as required by the Interim Order and Law, in each case so as to permit the Company Meeting to be held by the date specified in Section 2.3(i2.3(1)(a). (2) The Company shall ensure that the Company Circular complies in all material respects with the Interim Order and Law, does not contain any Misrepresentation (other than with respect to provided that the Company shall not be responsible for the accuracy of any information concerning the Purchaser, its affiliates, the Equity Investor and the Equity Financing, relating to and furnished by or on behalf of the Purchaser or its representativesin writing specifically for the purpose of inclusion in the Company Circular) and provides the Common Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular shall must include: (i) a copy of the Fairness Opinion; (iia) a 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 view; (b) a statement that the Board, after receiving legal advice, unanimously (i) approves the Arrangement, (ii) determines that the Arrangement Resolution is in the best interests of the Company, and (ii) recommends that Common Shareholders vote in favour of the Arrangement Resolution ((a) and (b), together, the “Board Recommendation”); and (iiic) a statement that each director and executive officer of the Company intends to vote any Common all of such individual’s Shares owned or controlled by such individual 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 allow give the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its legal counsel, and agrees that all information relating solely to the Purchaser included in the Company Circular 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, Purchaser and its affiliates, the Equity Investor and the Equity Financing as affiliates that is required by applicable Laws for inclusion Law to be included by the Company in the Company Circular or other related documents to the Company in writing, and shall ensure that such information does not contain, or cause the Company Circular to contain, contain any Misrepresentation. (5) The Company and Each of the Purchaser Parties shall promptly notify each the other Party if either of them it becomes aware that the Company Circular contains a Misrepresentation Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to those Persons to whom the Company Circular was sent pursuant to Section 2.4(1) Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as required.

The Company Circular. (1) Subject to the Purchaser’s compliance with Section 2.4(4), the Company shall as promptly as reasonably practicable prepare and complete complete, in consultation with the Purchaser as contemplated by this Section 2.4, the Company Circular, Circular together with any other documents required by 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 with the applicable Securities Authorities and sent to each Common Company Shareholder and other Person Persons as required by the Interim Order and Law, 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(i)2.3. (2) The Company shall ensure that the Company Circular complies in all material respects with the Interim Order and Law, does not contain any Misrepresentation (other than with respect to provided that the Company shall not be responsible for any information concerning the Purchaser, Purchaser and its affiliates, the Equity Investor affiliates and the Equity Debt Financing, and furnished by or on behalf of the Purchaser Purchaser, the Parent or its representativesany of their Representatives for purposes of inclusion in the Company Circular) and provides the Common Company Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular shall must include: (i) a copy of the Fairness Opinion; (ii) a statement that the Board has, after receiving legal and financial advice, determined that the Arrangement is in the best interests of the Company and is fair to the Company Shareholders and unanimously recommends that Common Company Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”); and (iii) a statement that that, to the knowledge of the Company, each director and executive officer and director of the Company who owns Company Shares or holds Company Options intends to vote all of such Person’s Company Shares (including any Common Company Shares owned or controlled by such individual 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 allow 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 related documents, and shall give reasonable consideration to any comments made by the Purchaser and its legal counsel, and agrees that all information relating solely to the Purchaser and/or any of its affiliates included in the Company Circular must be in a form and content satisfactory consistent with the information provided to the Company by the Purchaser, acting reasonably. (4) The Purchaser shall on a timely basis provide (and procure that its professional advisers provide) to the Company in writing all information concerning regarding the Purchaser, Purchaser and its affiliates, the Equity Investor affiliates and the Equity Financing Debt Financing, as required may be reasonably requested by applicable Laws the Company for inclusion in the Company Circular (and any amendments or supplements to such Company Circular) or other related documents on a timely basis and shall ensure that such information does not contain, or cause the Company Circular to contain, any Misrepresentation. (5) The Purchaser acknowledges and agrees that the Company shall be entitled to rely on the accuracy of all information furnished by the Purchaser, its affiliates and their respective Representatives in writing for inclusion in the Company Circular concerning the Purchaser and its affiliates and the Purchaser Debt Financing. (6) Each Party shall promptly notify each the other Parties if either of them it becomes aware that the Company Circular contains a Misrepresentation Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to those Persons to whom the Company Circular was sent pursuant to Section 2.4(1) Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as requiredEntity.

The Company Circular. (1) Subject to the Purchaser’s compliance with Section 2.4(4), the The Company shall as promptly as reasonably practicable prepare and complete complete, in consultation with the Purchaser, the Company Circular, 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 with the applicable Securities Authorities and sent to each Common Shareholder and other Person Persons as required by the Interim Order and Law, in each case so as to permit the Company Meeting to be held by the date specified in Section 2.3(i2.3(a). (2) The Company shall ensure that the Company Circular complies in all material respects with the Interim Order and Law, does not at the time of the mailing contain any Misrepresentation (other than with respect to any written information concerning provided by the Parent or the Purchaser, its affiliates, the Equity Investor and the Equity Financing, and furnished by or on behalf of the Purchaser or its representatives) and provides the Common Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular shall must include: (i) a copy of the Fairness Opinion; (ii) a statement that the Board has received the Fairness Opinion, and has unanimously determined, after receiving legal and financial advice: (A) that the Arrangement is fair to the Shareholders; (B) the Arrangement and the entering into of this Agreement is in the best interests of the Company; and (C) that the Board unanimously recommends that Common Shareholders vote in favour of the Arrangement Resolution (collectively, the “Board Recommendation”); and (iii) a statement that each director and executive officer of the Company intends Supporting Shareholders have entered into the Company Voting and Support Agreements pursuant to which they intend to vote any Common all of their Shares owned or controlled by such individual 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 allow give the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its legal counsel, and agrees that all information relating solely to the Purchaser included or the Parent for inclusion 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 Shareholders. (4) The Purchaser shall on a timely basis provide to the Company in writing all necessary information concerning the Purchaser, Parent and each of its affiliates, the Equity Investor and the Equity Financing as affiliates that is required by applicable Laws for inclusion 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, or cause the Company Circular to contain, contain any Misrepresentation. (5) The Company and the Purchaser Each Party shall promptly notify each the other Party if either of them it becomes aware that the Company Circular contains a Misrepresentation Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to those Persons to whom the Company Circular was sent pursuant to Section 2.4(1) Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as requiredEntity.

The Company Circular. (1) Subject to the Purchaser’s compliance with Section 2.4(4), the Company shall as promptly as reasonably practicable prepare and complete complete, in consultation with the Purchaser as contemplated by this Section 2.4, the Company Circular, Circular together with any other documents required by applicable Law in connection with the Company Meeting and the ArrangementMeeting, and the Company shall, 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 Company Shareholder and other Person Persons as required by the Interim Order and applicable Law, in each case so as to permit the Company Meeting to be held by the date specified in Section 2.3(i)2.3. (2) The Company shall ensure that the Company Circular complies in all material respects with the Interim Order and applicable Law, does not contain any Misrepresentation (other than with respect to provided that the Company shall not be responsible for the accuracy of any information concerning the Purchaser, its affiliates, the Equity Investor and the Equity Financing, and furnished by or on behalf of the Purchaser or its representativesfor purposes of inclusion in the Company Circular pursuant to Section 2.4(4)) and provides the Common Company Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular shall must include: (i) a copy of the Fairness Opinion; (ii) a statement that the Board has, after receiving legal and financial advice, determined that the Arrangement is in the best interests of the Company and is fair to the Company Shareholders and unanimously recommends that Common Company Shareholders vote in favour of the Arrangement Resolution (the ““ Board Recommendation”); , and (iii) a statement that each director and executive officer who owns Company Shares and each director of the Company who owns Company Shares intends to vote all of such Person’s Company Shares (including any Common Company Shares owned or controlled by such individual issued upon the vesting and 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 allow give the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its legal counsel, and agrees that all information relating solely to the Purchaser and/or any of its affiliates included in the Company Circular 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 information concerning regarding the Purchaser, its affiliates, the Equity Investor affiliates and the Equity Financing Purchaser Shares as required by the Interim Order or applicable Laws 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 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, or cause the Company Circular to contain, include any Misrepresentation. (5) The Purchaser shall indemnify and save harmless the Company and its Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Purchaser Company or any of its Representatives may be subject or which the Company or any of its Representatives may suffer as a result of, or arising from, any Misrepresentation or alleged Misrepresentation contained in any information included in the Company Circular that was furnished by the Purchaser, its affiliates and their respective representatives for inclusion in the Company Circular, including any order made, or any inquiry, investigation or Governmental Action instituted by any Securities Authority or other Governmental Entity based on such a Misrepresentation or alleged Misrepresentation. (6) Each Party shall promptly notify each the other Party if either of them it becomes aware that the Company Circular contains a Misrepresentation Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to those Persons to whom the Company Circular was sent pursuant to Section 2.4(1) Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as requiredEntity.

The Company Circular. (1a) Subject to the PurchaserSpinco’s compliance with Section 2.4(41.4(c), the Company shall as promptly as reasonably practicable prepare and complete complete, in consultation with Spinco as contemplated by this Section 1.4(a), the Company Circular, Circular together with any other documents required by 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 with the applicable Securities Authorities and sent to each Common Company Shareholder and other Person Persons as required by the Interim Order and Law, in each case so as to permit the Company Meeting to be held by the date specified in Section 2.3(i)1.3. (2b) The Company shall ensure that the Company Circular complies in all material respects with the Interim Order and Law, does not contain any Misrepresentation misrepresentation (other than with respect to provided that the Company shall not be responsible for the accuracy of any information concerning the Purchaser, its affiliates, the Equity Investor and the Equity Financing, and furnished by or on behalf the Parent for purposes of inclusion in the Purchaser or its representativesCompany Circular pursuant to Section 1.4(c)) and provides the Common Company Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular shall must include: (i) a copy of the Fairness Opinion; (ii) a statement that the Company Board has determined that the Arrangement is in the best interests of the Company and is fair to the Company Shareholders and the Company Board unanimously recommends that Common Company Shareholders vote in favour favor of the Arrangement Resolution (the “Company Board Recommendation”); and (iiiii) a statement that each director and executive officer and director of the Company who owns Company Shares or holds Company Options intends to vote all of such Person’s Company Shares (including any Common Company Shares owned or controlled by such individual issued upon the exercise of any Company Options) in favour favor of the Arrangement Resolution. (3c) The Company shall allow the Purchaser give Spinco and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give accept the reasonable consideration to any comments made by the Purchaser Spinco and its legal counsel, and agrees that all information relating solely to the Purchaser Spinco or any of its affiliates included in the Company Circular 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 on a timely basis provide to the Company in writing all information concerning regarding the Purchaser, Parent and its affiliates, the Equity Investor and the Equity Financing affiliates as required by applicable the Interim Order or Laws for inclusion in the Company Circular or other related documents and in any amendments or supplements to such Company Circular. The Parent shall ensure that such information does not contain, include any material misrepresentation concerning the Parent or cause the Company Circular to contain, any Misrepresentationits affiliates. (5e) The Company and the Purchaser Each Party shall promptly notify each the other Parties if either of them it becomes aware that the Company Circular contains a Misrepresentation misrepresentation, or otherwise requires an amendment or supplement. The Parties shall co-operate cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to those Persons to whom the Company Circular was sent pursuant to Section 2.4(1) Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as requiredAuthority.

The Company Circular. (1) Subject to the Purchaser’s compliance The Company shall promptly prepare and complete, in consultation with Section 2.4(4)Parent, the Company shall as promptly as reasonably practicable prepare and complete the Company Circular, Circular together with any other documents required by Law in connection with the Company Shareholder Meeting and the Arrangement, and the Company shall, promptly after obtaining the Interim OrderOrder as is practicable and, in any event, within 45 (forty-five) days following the date of this Agreement, cause the Company Circular and such other documents to be filed with the applicable under Securities Authorities Laws and sent to each Common the Company Shareholder and other Person as required by the Interim Order and Law, in each case so as to permit the Company Shareholder Meeting to be held by the date specified in Section 2.3(i2.3(1). The Company shall prepare the Company Circular in the French language if required by Law. (2) The Company shall ensure that the Company Circular complies in all material respects with the Interim Order and Law, does not contain any Misrepresentation (other than with respect to any information concerning the Purchaser, its affiliates, the Equity Investor and the Equity Financing, and furnished provided in writing by or on behalf of the Purchaser Parent or its representativeslegal counsel for inclusion in the Company Circular) and provides the Common Company Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Shareholder Meeting. Without limiting the generality of the foregoing, the Company Circular shall must include: (i) a copy of the Fairness Opinion; (ii) a statement that the Board Company Board, after receiving legal and financial advice, determined that the Arrangement Resolution is in the best interests of the Company and recommends that Common the Company Shareholders vote in favour of the Arrangement Resolution (the “Company Board Recommendation”); , and (iiiii) a statement that each director and executive senior officer of the Company intends has agreed to vote any Common all of such individual’s Company Shares owned or controlled by such individual in favour of the Arrangement Resolution, subject to other terms of this Agreement and the Voting Support Agreements. (3) Parent shall furnish to the Company all such information regarding it and its affiliates as may be required by Law or which is reasonably requested by the Company in the preparation of the Company Circular. Parent shall ensure that such information shall not include a Misrepresentation. (4) The Company shall allow the Purchaser give Parent and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give reasonable due consideration to any comments made by the Purchaser Parent and its legal counsel, and agrees that all information relating solely to the Purchaser Parent included in the Company Circular must be in a form and content satisfactory to the PurchaserParent, acting reasonablyreasonably after giving due consideration to any comments made by the Company. (45) The Purchaser Parent shall on a timely basis provide to indemnify and save harmless the Company and its directors and officers from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company, or any of its directors or officers, may be subject or may suffer that result primarily from any Misrepresentation or alleged Misrepresentation in writing all any information concerning with respect to Parent or Acquireco included in the Purchaser, its affiliates, Company Circular (in the Equity Investor form acceptable to Parent) and that is provided by or on behalf of Parent or Acquireco for the Equity Financing as required by applicable Laws for purpose of inclusion in the Company Circular or other related documents and shall ensure that such information does not contain, or cause the Company Circular pursuant to contain, any MisrepresentationSection 2.4(3). (56) The Company and the Purchaser Each Party shall promptly notify each the other Party if either of them it becomes aware that the Company Circular contains a Misrepresentation Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to those Persons to whom the Company Circular was sent pursuant to Section 2.4(1) Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as required.

The Company Circular. (1a) Subject to the Purchaser’s compliance with Section 2.4(4)The Company shall, the Company shall as promptly as reasonably practicable practicable, prepare and complete complete, in consultation with the Purchaser Parties, the Company Circular, together with any other documents required by Law in connection with the Company Meeting and the ArrangementMeeting, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and such other documents to be filed with the applicable Securities Regulatory Authorities and sent to each Common Company Shareholder and each other Person as required by who is entitled to receive the Company Circular and such documents pursuant to the Interim Order and or Law, in each case so as to permit the Company Meeting to be held by the date specified in accordance with Section 2.3(i)2.4. (2b) The Company shall shall, subject to compliance by the Purchaser Parties with their obligations under this Section 2.3 and subject to the Purchaser Parties obtaining the consents contemplated in Section 2.3(d), ensure that the Company Circular Circular: (i) complies in all material respects with the Interim Order Law and Law, does not contain any Misrepresentation a Misrepresentation; and (other than with respect to any information concerning the Purchaser, its affiliates, the Equity Investor and the Equity Financing, and furnished by or on behalf of the Purchaser or its representativesii) and provides the Common Company Shareholders with sufficient information to permit them to form a reasoned judgement judgment concerning the matters to be placed before the Company Meeting. . (c) Without limiting the generality of the foregoingSection 2.3(b)(ii), the Company Circular shall must include: : (i) a summary and a copy of the Fairness Opinion; Opinions; (ii) a statement that the Company Special Committee has received the Fairness Opinions and has, after receiving advice from its financial advisors and outside legal counsel and having considered all other relevant factors, determined that the Arrangement is fair to the Company Shareholders and is in the best interests of the Company and has recommended that the Company Board recommend that the Company Shareholders vote in favour of the Arrangement Resolution; and (iii) a statement that the Company Board has received the Fairness Opinions and has, after receiving advice from its financial advisors and outside legal counsel and upon the recommendation of the Company Special Committee and having considered all other relevant factors determined that the Arrangement is fair to the Company Shareholders and is in the best interests of the Company and recommends that Common the Company Shareholders vote in favour of the Arrangement Resolution (the “Company Board Recommendation”); and ; (iiiiv) a statement that each director and executive officer of the Company intends has entered into a Voting Agreement pursuant to which each such Person has agreed to vote any Common all their Company Shares owned or controlled by such individual in favour of the Arrangement ResolutionResolution in accordance with the terms of such Voting Agreements; (v) if applicable, disclosure of how to access the Company Meeting electronically, any minimum technology requirements to do so, and a method of seeking help in the event Company Shareholders are having difficulty logging into the Company Meeting; (vi) if applicable, include information on how Company Shareholders and proxyholders can vote electronically at the Company Meeting and any limitations on the ability to ask questions; and (vii) a statement that the Purchaser Parties may, on behalf of the management of the Company, directly or through a proxy solicitation services firm of its choice, actively solicit proxies, on behalf of management of the Company, in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Person that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement in compliance with Law. (3d) The Purchaser Parties shall provide to the Company all necessary information concerning the Purchaser Parties and the Consideration Units that is required by Law to be included in the Company Circular or other related documents and ensure that such information (including with respect to information incorporated by reference) does not contain a Misrepresentation concerning the Purchaser Parties or the Consideration Units. The Purchaser Parties shall use commercially reasonable efforts to obtain any necessary consents from any of their 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. (e) The Purchaser Parties shall jointly and severally indemnify and save harmless the Company, its Subsidiaries and its and their Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company, its Subsidiaries and its and their Representatives may be subject to or may suffer, arising directly or indirectly out of or in consequence of: (i) any Misrepresentation in any information included in the Company Circular that was provided by the Purchaser Parties pursuant to paragraph 2.3(d); and (ii) any Order made or Proceeding taken by a Securities Regulatory Authority or other Governmental Authority, to the extent based on any Misrepresentation or alleged Misrepresentation in any information relating solely to any of the Purchaser Parties or to the Consideration Units included in the Company Circular that was provided by the Purchaser Parties pursuant to paragraph 2.3(d). (f) The Company shall indemnify and save harmless the Purchaser Parties and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Purchaser Parties and their respective Representatives may be subject to or may suffer, arising directly or indirectly out of or in consequence of: (i) any Misrepresentation in any information included in the Company Circular (other than information that was provided by the Purchaser Parties pursuant to paragraph 2.3(d)); and (ii) any Order made or Proceeding taken by a Securities Regulatory Authority or other Governmental Authority, to the extent based on any Misrepresentation or alleged Misrepresentation in any information included in the Company Circular (other than information that was provided by the Purchaser Parties pursuant to paragraph 2.3(d)). (g) The Company shall allow the Purchaser Parties and its their outside legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, documents and shall give reasonable consideration to any comments made by the Purchaser Parties and its their outside legal counsel, counsel and agrees that all information relating solely to the Purchaser included Parties or the Consideration Units that is furnished by or on behalf of the Purchaser Parties for inclusion in the Company Circular or other related documents must be in a form and content satisfactory to the Purchaser, Purchaser Parties in their sole discretion acting reasonably. The Company shall provide the Purchaser Parties with final copies of the Company Circular prior to its mailing to the Company Shareholders. (4) The Purchaser shall on a timely basis provide to the Company in writing all information concerning the Purchaser, its affiliates, the Equity Investor and the Equity Financing as required by applicable Laws for inclusion in the Company Circular or other related documents and shall ensure that such information does not contain, or cause the Company Circular to contain, any Misrepresentation. (5h) The Company and the Purchaser Parties shall each promptly notify each the other if either at any time before the Effective Date any of them becomes aware that the Company Circular contains a Misrepresentation Misrepresentation, or otherwise requires an amendment or supplement. The Company and the Purchaser Parties shall each co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to those Persons to whom the Company Circular was sent pursuant Shareholders and any other Person who is entitled to Section 2.4(1) receipt of same, and, if required by the Court or by Law, file the same with the Securities Regulatory Authorities or any other Governmental Entity Authority. (i) Other than in connection with obtaining the Key Regulatory Approvals which are governed by Section 4.5: (i) the Company shall promptly: (A) notify the Purchaser Parties upon the receipt of any correspondence with respect to the Company Circular, the Company Meeting or the Arrangement, whether written or oral, from any Securities Regulatory Authority or the staff of a Securities Regulatory Authority or any request from any Securities Regulatory Authority or the staff of a Securities Regulatory Authority for information related to the Company Circular, the Company Meeting or the Arrangement or amendments or supplements to the Company Circular; and (B) provide the Purchaser Parties with copies of all correspondence between the Company and its Representatives, on the one hand, and any Securities Regulatory Authority or the staff of a Securities Regulatory Authority, on the other hand with respect to such correspondence; and (ii) the Company shall respond as requiredpromptly as reasonably practicable to any correspondence with respect to the Company Circular, the Company Meeting or the Arrangement from any Securities Regulatory Authority or the staff of a Securities Regulatory Authority and shall give the Purchaser Parties and their legal counsel a reasonable opportunity to review and comment on any such response prior to submitting it to any Securities Regulatory Authority or the staff of a Securities Regulatory Authority, and shall give reasonable consideration to any comments made thereon by the Purchaser Parties and their legal counsel; and (iii) if legally permissible, each of the Company and the Purchaser Parties shall provide the other and their respective outside legal counsel and other Representatives a reasonable opportunity to participate in any discussions or meetings with any Securities Regulatory Authority or the staff of a Securities Regulatory Authority regarding the Company Circular, the Company Meeting or the Arrangement.

The Company Circular. (1) Subject to the Purchaser’s 's compliance with Section 2.4(4), the Company shall as promptly as reasonably practicable prepare and complete complete, in consultation with the Purchaser and its legal counsel as provided in this Section 2.4, the Company Circular, Circular together with any other documents required by Law and the Interim Order 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 with the applicable Securities Authorities and sent to each Common Shareholder Company Securityholder 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(i2.3(a). (2) The Company shall ensure that the Company Circular complies in all material respects with Law and the Interim Order and LawOrder, does not contain any Misrepresentation (other than with respect to any information concerning the Purchaser, its affiliates, the Equity Investor and the Equity Financing, and furnished provided by or on behalf of the Purchaser or its representativesin accordance with Section 2.4(4)) and provides the Common Company Shareholders and Company Optionholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular shall must include: (i) a copy of the Fairness Opinion; (ii) a statement that the Board has received the Fairness Opinion, and has unanimously determined (subject to Section 1.2(1)), after receiving legal and financial advice: (A) that the Arrangement 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 Board unanimously recommends that Common the Company Shareholders and Company Optionholders vote in favour of the Arrangement Resolution (collectively, the “"Board Recommendation”"); , and (iii) a statement that each director and executive officer of the Company intends Supporting Shareholders have entered into Voting and Support Agreements pursuant to which they intend to vote any all of their Common Shares owned or controlled by such individual in favour of the Arrangement Resolution. (3) The Company shall allow provide the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its legal counsel, and agrees that all information relating solely to the Purchaser included and its affiliates for inclusion 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 and Company Optionholders. (4) The Purchaser shall provide the Company on a timely basis provide to the Company in writing with all information concerning regarding the Purchaser, its affiliates, the Equity Investor Subsidiaries and the Equity Financing Purchaser Shares as required may be reasonably requested by applicable Laws the Company for inclusion in the Company Circular or other related documents and in any amendments or supplements to such Company Circular. The Purchaser shall ensure that such information does not containinclude any Misrepresentation concerning the Purchaser, or cause its Subsidiaries and the Company Circular to contain, any MisrepresentationPurchaser Shares. (5) The Purchaser acknowledges and agrees that the Company shall be entitled to rely on the accuracy of all information furnished by the Purchaser, its affiliates and their respective Representatives in writing for inclusion in the Company Circular concerning the Purchaser and its affiliates. (6) Each Party shall promptly notify each the other Party if either of them it becomes aware that the Company Circular contains a Misrepresentation with respect to its information, or otherwise requires an amendment or supplement. The Parties shall shall, in a manner consistent with this Section 2.4, co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall shall, in a manner provided in the Interim Order or as required by Law or the Court, promptly mail, file or otherwise publicly disseminate any such amendment or supplement to those Persons to whom the Company Circular was sent pursuant to Section 2.4(1) Shareholders and Company Optionholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as required.

The Company Circular. ‌ (1a) Subject to The Company shall promptly prepare and complete, in consultation with the Purchaser’s compliance with Section 2.4(4), the Company shall as promptly as reasonably practicable prepare and complete the Company Circular, 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 with the applicable Securities Authorities and sent to each Company Common Shareholder Shareholder, Company Debentureholder 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(i2.3(a). (2b) The Company shall ensure that the Company Circular complies in all material respects with the Interim Order and Law, does not contain any Misrepresentation (other than in respect to any written information with respect to any information concerning the Purchaser, its affiliates, the Equity Investor and the Equity Financing, and Purchaser that is furnished in writing by or on behalf of the Purchaser or its representativesfor inclusion in the Company Circular) and provides the Company Common Shareholders and Company Debentureholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular shall must include: (i) a copy of the Fairness Opinion; (ii) a statement that the Board has unanimously determined (with directors abstaining or recusing themselves as required), after receiving legal and financial advice: (A) that the Arrangement 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; and (C) that the Board (with directors abstaining or recusing themselves as required) recommends that the Company Common Shareholders and Company Debentureholders vote in favour of the Arrangement Resolution (collectively, the “"Board Recommendation”"); and (iii) a statement that each director and executive officer of the Company intends to vote any Common Shares owned or controlled by such individual in favour of the Arrangement Resolution. (3c) The Company shall allow give the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its legal counsel, and agrees that all information relating solely to the Purchaser included for inclusion 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 Common Shareholders and Company Debentureholders. (4d) The Purchaser shall on a timely basis as soon as reasonably practicable after the date hereof, and in any event within thirty (30) days of the date hereof, provide to the Company with all information regarding the Purchaser, its affiliates and the Purchaser Shares, including any pro forma financial statements, as required by Law and requested by the Company in writing all information concerning the Purchaser, its affiliates, the Equity Investor and the Equity Financing as required by applicable Laws for inclusion in the Company Circular or other related documents and in any amendments or supplements to such Company Circular. The Purchaser shall ensure that such information does not containinclude any Misrepresentation concerning the Purchaser, or cause its affiliates and the Company Circular to contain, any MisrepresentationConsideration Shares. (5e) The Company and the Purchaser Each Party shall promptly notify each the other Party if either of them it becomes aware that the Company Circular contains a Misrepresentation Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall shall, in a manner consistent with this Section 2.4, co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall shall, in a manner provided in the Interim Order, promptly mail, file or otherwise publicly disseminate any such amendment or supplement to those Persons to whom the Company Circular was sent pursuant to Section 2.4(1) Common Shareholders and Company Debentureholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as required.

The Company Circular. (1) Subject to compliance by the Purchaser’s compliance Purchaser with Section 2.4(4), the Company shall as promptly as reasonably practicable prepare and complete 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 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(i2.3(a). (2) The Company shall ensure that the Company Circular complies in all material respects with all applicable laws, and, without limiting the Interim Order and Lawgenerality of the foregoing, does that the Company Circular shall not contain any Misrepresentation 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 (other than with respect to 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, Purchaser that is required by law to be included by the Equity Investor and Company in the Equity Financing, and furnished by or on behalf of the Purchaser or its representativesCompany Circular as described in Section 2.4(4)) and provides shall provide the Common Shareholders and Optionholders with sufficient information to permit them to form a reasoned judgement judgment concerning the matters to be placed before them at the Company Meeting. Without limiting the generality of the foregoing, the Company Circular shall must include: : (ia) a copy of the Fairness Opinion; ; (iib) 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 Common the Shareholders and Optionholders vote in favour of the Arrangement Resolution (the “Board Recommendation”); and and (iiic) a statement that each director and executive Designated Officer (and each other officer of that has signed a Voting Agreement) intends, in accordance with the Company intends Voting Agreements, to vote any Common all of such individual’s Shares owned or controlled by such individual and Options in favour of the Arrangement Resolution. (3) The Company shall allow give the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other documents related documentsthereto, and shall give reasonable consideration shall be given to any comments made by the Purchaser and its legal counselthem, and agrees provided that all information relating solely to the Purchaser included in the Company Circular must shall 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, its affiliates, the Equity Investor and the Equity Financing as Purchaser that is required by applicable Laws for inclusion 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, or cause the Company Circular to 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 either of them at any time before the Effective Date it becomes aware that the Company Circular contains any untrue statement of a Misrepresentation 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. The supplement to the Company Circular, and the Parties shall co-operate cooperate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shall promptly mailshall, file or otherwise publicly disseminate any such amendment or supplement subject to those Persons to whom compliance by the Company Circular was sent pursuant to Purchaser with this Section 2.4(1) 2.4, and, if required by the Court or by Lawapplicable 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 or any other Governmental Entity and as otherwise required.