The Company Circular. (1) The Company shall promptly prepare and complete, in reasonable consultation with the Purchaser, the Company Circular together with any other documents required by 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 other Person as required by the Interim Order and applicable Law, in each case so as to permit the Company Meeting to be held by the date specified in Section 2.3(a). (2) The Company shall ensure that the Company Circular complies in all material respects with applicable Law and the Interim Order, does not contain any Misrepresentation (other than in respect to any written information with respect to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Company Circular) and provides the Company Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include: (i) a copy of the Fairness Opinions; (ii) a statement that the Company Board (or committee thereof, as applicable) has received the Fairness Opinions, and the Company Board has unanimously determined (with directors abstaining or recusing themselves as required by Law or the Company's Constating Documents), 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 Company Board (with directors abstaining or recusing themselves as required by Law or the Company's Constating Documents) recommends that the Company Shareholders vote in favour of the Arrangement Resolution (collectively, the "Company Board Recommendation"), and (iii) a statement that each of the Company Locked-up Shareholders have entered into Voting Support Agreements pursuant to which they intend to vote all of their Company Shares in favour of the Arrangement Resolution and against any resolution submitted by any Company Shareholder that is inconsistent therewith, and which cannot be terminated in the event of a Superior Proposal. (3) The Company shall indemnify and save harmless the Purchaser and each of its representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which they may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of: (a) any Misrepresentation or alleged Misrepresentation in any information included in the Company Circular, other than the information relating to the Purchaser, its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular; and (b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in the Company Circular other than the information relating to the Purchaser, its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular. (4) The Company shall not be responsible for any information in the Company Circular relating to the Purchaser, 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 and each of its representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which they may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of: (a) any Misrepresentation or alleged Misrepresentation in any information included in the Company Circular relating to the Purchaser, its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular pursuant to Section 2.4(6); and (b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information included in the Company Circular relating to the Purchaser, its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular pursuant to Section 2.4(6). (8) The Purchaser shall not be responsible for any information in the Company Circular relating to the Company. (9) The Purchaser and the Company shall also use their commercially reasonable efforts to obtain any necessary consents from any of their respective auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Company Circular and to the identification in the Company Circular of each such advisor. (10) Each Party shall promptly notify the other Party if 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 a Misrepresentation, or otherwise requires an amendment or supplement. The Parties 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, 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 the Company Circular to Company Shareholders and, if required by the Court or by applicable Law, file the same with the Securities Authorities or any other Governmental Entity as required.
Appears in 1 contract
Samples: Arrangement Agreement
The Company Circular.
(1a) The Subject to Spinco’s compliance with Section 1.4(c), the Company shall as promptly as reasonably practicable prepare and complete, in reasonable consultation with the PurchaserSpinco as contemplated by this Section 1.4(a), the Company Circular together with any other documents required by Law and the Interim Order 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 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(a)1.3.
(2b) The Company shall ensure that the Company Circular complies in all material respects with applicable Law and the Interim OrderLaw, does not contain any Misrepresentation misrepresentation (other than in respect to provided that the Company shall not be responsible for the accuracy of any written information with respect to furnished by the Purchaser that is furnished in writing by or on behalf Parent for purposes of the Purchaser for inclusion in the Company CircularCircular pursuant to Section 1.4(c)) and provides the 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 must include: (i) a copy of the Fairness Opinions; (ii) a statement that the Company Board (or committee thereof, as applicable) has received the Fairness Opinions, and the Company Board has unanimously determined (with directors abstaining or recusing themselves as required by Law or the Company's Constating Documents), 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; Company and (C) that is fair to the Company Shareholders and the Company Board (with directors abstaining or recusing themselves as required by Law or the Company's Constating Documents) unanimously recommends that the Company Shareholders vote in favour favor of the Arrangement Resolution (collectively, the "“Company Board Recommendation"”), ; and (iiiii) a statement that each executive officer and director of the Company Locked-up Shareholders have entered into Voting Support Agreements pursuant to which they intend who owns Company Shares or holds Company Options intends to vote all of their such Person’s Company Shares (including any Company Shares issued upon the exercise of any Company Options) in favour favor of the Arrangement Resolution and against any resolution submitted by any Company Shareholder that is inconsistent therewith, and which cannot be terminated in the event of a Superior ProposalResolution.
(3) The Company shall indemnify and save harmless the Purchaser and each of its representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which they may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(a) any Misrepresentation or alleged Misrepresentation in any information included in the Company Circular, other than the information relating to the Purchaser, its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular; and
(b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in the Company Circular other than the information relating to the Purchaser, its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular.
(4) The Company shall not be responsible for any information in the Company Circular relating to the Purchaser, its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular.
(5c) 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 related documents, including an Annual Information Form to be filed and incorporated by reference, if any, 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 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 consistent with the information provided to the Purchaser, acting reasonablyCompany by the Parent. The Company shall provide the Purchaser Spinco with a final copy of the Company Circular prior to in connection with its mailing to Company Shareholders,
(d) Spinco shall provide 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, Parent and its affiliates and the Consideration Shares as required by Law (and in particular, Securities Law) the Interim Order or Laws 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 Parent shall ensure that such information does not include any Misrepresentation material misrepresentation concerning the Purchaser, Parent or its affiliates and the Consideration Shares.
(7) The Purchaser shall indemnify and save harmless the Company and each of its representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which they may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(a) any Misrepresentation or alleged Misrepresentation in any information included in the Company Circular relating to the Purchaser, its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular pursuant to Section 2.4(6); and
(b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information included in the Company Circular relating to the Purchaser, 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)affiliates.
(8) The Purchaser shall not be responsible for any information in the Company Circular relating to the Company.
(9) The Purchaser and the Company shall also use their commercially reasonable efforts to obtain any necessary consents from any of their respective auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Company Circular and to the identification in the Company Circular of each such advisor.
(10e) Each Party shall promptly notify the other Party Parties if 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 a Misrepresentationmisrepresentation, or otherwise requires an amendment or supplement. The Parties shall, in a manner consistent with this Section 2.4, co-operate shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall, in a manner provided in the Interim Order or as required by Law, shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Company Circular to Company Shareholders and, if required by the Court or by applicable Law, file the same with the Securities Authorities or any other Governmental Entity as requiredAuthority.
Appears in 1 contract
The Company Circular.
(1) The Subject to the Purchaser’s compliance with Section 2.4(4), the Company shall as promptly as reasonably practicable prepare and complete, in reasonable consultation with the PurchaserPurchaser as contemplated by this Section 2.4, the Company Circular together with any other documents required by applicable Law and the Interim Order 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 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(a)2.3.
(2) The Company shall ensure that the Company Circular complies in all material respects with applicable Law and the Interim OrderLaw, does not contain any Misrepresentation (other than in respect to provided that the Company shall not be responsible for the accuracy of any written information with respect to the Purchaser that is furnished in writing by or on behalf of the Purchaser for purposes of inclusion in the Company CircularCircular pursuant to Section 2.4(4)) and provides the Company Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include: (i) a copy of the Fairness OpinionsOpinion; (ii) a statement that the Company Board (or committee thereof, as applicable) has received the Fairness Opinions, and the Company Board has unanimously determined (with directors abstaining or recusing themselves as required by Law or the Company's Constating Documents)has, after receiving legal and financial advice:
(A) advice, determined 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; Company and (C) that is fair to the Company Board (with directors abstaining or recusing themselves as required by Law or the Company's Constating Documents) Shareholders and unanimously recommends that the Company Shareholders vote in favour of the Arrangement Resolution (collectively, the "Company “Board Recommendation"”), and (iii) a statement that each executive officer who owns Company Shares and each director of the Company Locked-up Shareholders have entered into Voting Support Agreements pursuant to which they intend who owns Company Shares intends to vote all of their such Person’s Company Shares (including any Company Shares issued upon the vesting and settlement of any Company DSUs and Company RSUs) in favour of the Arrangement Resolution Resolution, subject to the other terms of this Agreement and against any resolution submitted by any Company Shareholder the corresponding Support Agreements; and (iv) a statement that is inconsistent therewith, and which cannot be terminated in the event of a Superior ProposalSupporting Shareholders have each entered into their respective Support Agreements.
(3) The Company shall indemnify and save harmless the Purchaser and each of its representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which they may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(a) any Misrepresentation or alleged Misrepresentation in any information included in the Company Circular, other than the information relating to the Purchaser, its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular; and
(b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in the Company Circular other than the information relating to the Purchaser, its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular.
(4) The Company shall not be responsible for any information in the Company Circular relating to the Purchaser, 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 legal counsel, and agrees that all information relating solely to the Purchaser, Purchaser and/or any of 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. .
(4) The Company Purchaser 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 Purchaser Shares as required by the Interim Order or applicable 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 and each of its representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which they may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(a) any Misrepresentation or alleged Misrepresentation in any information included in the Company Circular relating to the Purchaser, its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular pursuant to Section 2.4(6); and
(b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information included in the Company Circular relating to the Purchaser, its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular pursuant to Section 2.4(6).
(8) The Purchaser shall not be responsible for any information in the Company Circular relating to the Company.
(9) The Purchaser and the Company shall also use their commercially reasonable efforts to obtain any necessary consents from any of their respective its auditors and any other advisors to the use of any financial, technical 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 include any Misrepresentation.
(105) 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 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 the other Party if 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 a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall, in a manner consistent with this Section 2.4, shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall, in a manner provided in the Interim Order or as required by Law, shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Company Circular to Company Shareholders and, if required by the Court or by applicable Law, file the same with the Securities Authorities or any other Governmental Entity as requiredEntity.
Appears in 1 contract
Samples: Arrangement Agreement (SNDL Inc.)
The Company Circular.
(1) The Subject to the Purchaser’s compliance with Section 2.4(4), the Company shall as promptly as reasonably practicable prepare and complete, in reasonable consultation with the PurchaserPurchaser as contemplated by this Section 2.4, the Company Circular together with any other documents required by Law and the Interim Order 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 other Person Persons as required by the Interim Order and applicable 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(a)2.3.
(2) The Company shall ensure that the Company Circular complies in all material respects with applicable Law and the Interim OrderLaw, does not contain any Misrepresentation (other than in respect to provided that the Company shall not be responsible for any written information with respect to concerning the Purchaser that is and its affiliates and the Debt Financing, and furnished in writing by or on behalf of the Purchaser Purchaser, the Parent or any of their Representatives for purposes of inclusion in the Company Circular) and provides the 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 must include: (i) a copy of the Fairness OpinionsOpinion; (ii) a statement that the Company Board (or committee thereof, as applicable) has received the Fairness Opinions, and the Company Board has unanimously determined (with directors abstaining or recusing themselves as required by Law or the Company's Constating Documents)has, after receiving legal and financial advice:
(A) advice, determined 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; Company and (C) that is fair to the Company Board (with directors abstaining or recusing themselves as required by Law or the Company's Constating Documents) Shareholders and unanimously recommends that the Company Shareholders vote in favour of the Arrangement Resolution (collectively, the "Company “Board Recommendation"”), ; and (iii) a statement that that, to the knowledge of the Company, each executive officer and director of the Company Locked-up Shareholders have entered into Voting Support Agreements pursuant to which they intend who owns Company Shares or holds Company Options intends to vote all of their such Person’s Company Shares (including any Company Shares issued upon the exercise of any Company Options) in favour of the Arrangement Resolution Resolution, subject to the other terms of this Agreement and against any resolution submitted by any Company Shareholder that is inconsistent therewith, the voting agreements entered into between the Purchaser and which cannot be terminated in the event of a Superior Proposalsuch executive officers and directors.
(3) The Company shall indemnify and save harmless the Purchaser and each of its representatives from and against any and use all liabilities, claims, demands, losses, costs, damages and expenses reasonable endeavours to which they may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(a) any Misrepresentation or alleged Misrepresentation in any information included in the Company Circular, other than the information relating to the Purchaser, its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular; and
(b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in the Company Circular other than the information relating to the Purchaser, its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular.
(4) The Company shall not be responsible for any information in the Company Circular relating to the Purchaser, 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 legal counsel, and agrees that all information relating solely to the Purchaser, Purchaser and/or any of 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 consistent with the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of the Company Circular prior to its mailing information provided to the Company Shareholdersby the Purchaser.
(64) The Purchaser shall, in the form required by applicable Law, as soon as reasonably practicable after the date hereof, shall provide (and in any event within seven (7procure that its professional advisers provide) days of the date hereof, provide to the Company with in writing all information regarding the Purchaser, Purchaser and its affiliates and the Consideration Shares Debt Financing, as required may be reasonably requested by Law (and in particular, Securities Law) the Company for inclusion in the Company Circular or in (and any amendments or supplements to such Company Circular. The Purchaser and not the Company shall be responsible for such information ) or other related documents on a timely basis and shall ensure that such information does not include contain, or cause the Company Circular to contain, any Misrepresentation concerning Misrepresentation.
(5) The Purchaser acknowledges and agrees that the Company shall be entitled to rely on the accuracy of all information furnished by the Purchaser, its affiliates and the Consideration Shares.
(7) The Purchaser shall indemnify and save harmless the Company and each of its representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which they may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(a) any Misrepresentation or alleged Misrepresentation in any information included in the Company Circular relating to the Purchaser, its affiliates or the Consideration Shares furnished to the Company their respective Representatives in writing by the Purchaser for inclusion in the Company Circular pursuant to Section 2.4(6); and
(b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to concerning the extent based on any Misrepresentation or any alleged Misrepresentation in any information included in the Company Circular relating to the Purchaser, Purchaser and its affiliates or and the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular pursuant to Section 2.4(6)Debt Financing.
(8) The Purchaser shall not be responsible for any information in the Company Circular relating to the Company.
(9) The Purchaser and the Company shall also use their commercially reasonable efforts to obtain any necessary consents from any of their respective auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Company Circular and to the identification in the Company Circular of each such advisor.
(106) Each Party shall promptly notify the other Party Parties if 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 a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall, in a manner consistent with this Section 2.4, shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall, in a manner provided in the Interim Order or as required by Law, shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Company Circular to Company Shareholders and, if required by the Court or by applicable Law, file the same with the Securities Authorities or any other Governmental Entity as requiredEntity.
Appears in 1 contract
Samples: Arrangement Agreement
The Company Circular.
(1) The Company shall as promptly as reasonably practicable prepare and complete, in reasonable consultation with the Purchaser, the Company 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, promptly after obtaining the Interim Order, cause the Company Circular and such other documents to be filed and sent to each Company Shareholder and other Person 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(a).
(2) The Company shall ensure that the Company Circular complies in all material respects with applicable Law and the Interim OrderLaw, does not at the time of the mailing contain any Misrepresentation (other than in respect to any written information with respect to provided by the Purchaser that is furnished in writing by Parent or on behalf of the Purchaser for inclusion in the Company CircularPurchaser) and provides the 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 must include: (i) a copy of the Fairness OpinionsOpinion; (ii) a statement that the Company Board (or committee thereof, as applicable) has received the Fairness OpinionsOpinion, and the Company Board has unanimously determined (with directors abstaining or recusing themselves as required by Law or the Company's Constating Documents)determined, after receiving legal and financial advice:
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 Company Board (with directors abstaining or recusing themselves as required by Law or the Company's Constating Documents) unanimously recommends that the Company Shareholders vote in favour of the Arrangement Resolution (collectively, the "Company “Board Recommendation"”), ; and (iii) a statement that each of the Company Locked-up Supporting Shareholders have entered into the Company Voting and Support Agreements pursuant to which they intend to vote all of their Company Shares in favour of the Arrangement Resolution and against any resolution submitted by any Company Shareholder that is inconsistent therewithwith, and which cannot be terminated in the event of a Superior Proposal.
(3) The Company shall indemnify and save harmless the Purchaser and each of its representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which they may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(a) any Misrepresentation or alleged Misrepresentation in any information included in the Company Circular, other than the information relating to the Purchaser, its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular; and
(b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in the Company Circular other than the information relating to the Purchaser, its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular.
(4) The Company shall not be responsible for any information in the Company Circular relating to the Purchaser, 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 Purchaser or the Consideration Shares included 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 Company Shareholders.
(64) 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, shall provide to the Company with in writing all necessary information regarding concerning the Purchaser, Parent and each of its affiliates and the Consideration Shares as that is required by Law (and in particular, Securities Law) for inclusion to be included by the Company in the Company Circular or other related documents as required in any amendments or supplements to such Company Circular. The Purchaser and not writing by the Company shall be responsible for such information Company, and shall ensure that such information does not include contain any Misrepresentation concerning the Purchaser, its affiliates and the Consideration Shares.
(7) The Purchaser shall indemnify and save harmless the Company and each of its representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which they may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(a) any Misrepresentation or alleged Misrepresentation in any information included in the Company Circular relating to the Purchaser, its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular pursuant to Section 2.4(6); and
(b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information included in the Company Circular relating to the Purchaser, 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)Misrepresentation.
(8) The Purchaser shall not be responsible for any information in the Company Circular relating to the Company.
(9) The Purchaser and the Company shall also use their commercially reasonable efforts to obtain any necessary consents from any of their respective auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Company Circular and to the identification in the Company Circular of each such advisor.
(105) Each Party shall promptly notify the other Party if 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 a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall, in a manner consistent with this Section 2.4, shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall, in a manner provided in the Interim Order or as required by Law, shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Company Circular to Company Shareholders and, if required by the Court or by applicable Law, file the same with the Securities Authorities or any other Governmental Entity as requiredEntity.
Appears in 1 contract
The Company Circular.
(1) The Subject to compliance by the Purchaser with Section 2.4(4), the Company shall promptly prepare and complete, in reasonable consultation with the Purchaser, the Company Circular together with any other documents required by Law and the Interim Order law in connection with the Company Meeting and the Arrangement, and the Company shall, promptly after obtaining the Interim Order, cause the Company Circular and such other documents to be filed and sent to each Company Shareholder and Optionholder and other Person as required by the Interim Order and applicable 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 Law and laws, and, without limiting the Interim Ordergenerality 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 in respect to provided that the Company shall not be responsible for the accuracy of any written information with respect to forming part of the necessary information concerning the Purchaser that is furnished in writing required by or on behalf of law to be included by the Purchaser for inclusion Company in the Company CircularCircular as described in Section 2.4(4)) and provides shall provide the Company 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 must include: :
(ia) a copy of the Fairness Opinions; Opinion;
(iib) a statement that the Company Board (or committee thereof, as applicable) of Directors has received the Fairness OpinionsOpinion, and the Company Board has unanimously determined (with directors abstaining or recusing themselves as required by Law or the Company's Constating Documents)unanimously, after receiving legal and financial advice:
(A) advice, determined that the Arrangement is fair to the Company Shareholders; (B) that the Arrangement and the entering into of this Agreement Resolution is in the best interests of the Company; Company and (C) that the Company 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
(iiic) a statement that each of director and Designated Officer (and each other officer that has signed a Voting Agreement) intends, in accordance with the Company Locked-up Shareholders have entered into Voting Support Agreements pursuant to which they intend Agreements, to vote all of their Company such individual’s Shares and Options in favour of the Arrangement Resolution and against any resolution submitted by any Company Shareholder that is inconsistent therewith, and which cannot be terminated in the event of a Superior ProposalResolution.
(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, its Subsidiaries and each of its 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 they 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:of:
(a) any Misrepresentation misrepresentation or alleged 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 misrepresentation in the Company Circular; and
(b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental EntityAuthority, to the extent based on any Misrepresentation misrepresentation or any alleged Misrepresentation misrepresentation in the Company Circular other than 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 relating to supplied by the Purchaser, its affiliates or the Consideration Shares furnished Purchaser to the Company in writing by the Purchaser for inclusion accordance with Section 2.4(4) and contained 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, its Subsidiaries and each of its 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 they 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:
(a) of any Misrepresentation misrepresentation or alleged Misrepresentation in any information included misrepresentation in the Company Circular relating to information supplied by the Purchaser, its affiliates or the Consideration Shares furnished Purchaser to the Company in writing by the Purchaser for inclusion accordance with Section 2.4(4) and contained in the Company Circular pursuant to Section 2.4(6); and
(b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information included in the Company Circular relating to the Purchaser, 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)Circular.
(8) The Purchaser shall not be responsible for any information in the Company Circular relating to the Company.
(97) The Purchaser Company and the Company shall also use their commercially reasonable efforts to obtain any necessary consents from any of their respective auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Company Circular and to the identification in the Company Circular of each such advisor.
(10) Each Party Purchaser shall promptly notify each other if at any time before the other Party if 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 Misrepresentationmaterial 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, in a manner consistent with this Section 2.4, co-operate shall cooperate in the preparation of any such amendment or supplement to the Company Circular, as required or appropriate, and the Company shall, in a manner provided in subject to compliance by the Interim Order or as Purchaser with this Section 2.4, and, if required by Lawthe Court or applicable laws, promptly mail, file mail or otherwise publicly disseminate any such amendment or supplement to the Company Circular to Company the Shareholders and, if required by the Court or by applicable Law, and Optionholders and file the same with the Securities Authorities or any other Governmental Entity and as otherwise required.
Appears in 1 contract
The Company Circular.
(1a) The Subject to the SPAC’s compliance with Section 1.4(c), the Company shall as promptly as reasonably practicable prepare and complete, in reasonable consultation with the PurchaserSPAC as contemplated by this Section 1.4(a), the Company Circular together with any other documents required by Law and the Interim Order 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 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(a)1.3.
(2b) The Company shall ensure that the Company Circular complies in all material respects with applicable Law and the Interim OrderLaw, does not contain any Misrepresentation misrepresentation (other than in respect to provided that the Company shall not be responsible for the accuracy of any written information with respect to furnished by the Purchaser that is furnished in writing by or on behalf SPAC for purposes of the Purchaser for inclusion in the Company CircularCircular pursuant to Section 1.4(c)) and provides the 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 must include: (i) a copy of the Company Fairness OpinionsOpinion (if obtained pursuant to Section 6.6); (ii) a statement that the Company Board (or committee thereof, as applicable) has received the Fairness Opinions, and the Company Board has unanimously determined (with directors abstaining or recusing themselves as required by Law or the Company's Constating Documents), 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; Company and (C) that is fair to the Company Shareholders and the Company Board (with directors abstaining or recusing themselves as required by Law or the Company's Constating Documents) unanimously recommends that the Company Shareholders vote in favour favor of the Arrangement Resolution (collectively, the "“Company Board Recommendation"”), ; and (iii) a statement that each executive officer and director of the Company Locked-up Shareholders have entered into Voting Support Agreements pursuant to which they intend who owns Company Shares or holds Company Options or Company Warrants intends to vote all of their such Person’s Company Shares (including any Company Shares issued upon the exercise of any Company Options or Company Warrants) in favour favor of the Arrangement Resolution and against any resolution submitted by any Company Shareholder that is inconsistent therewith, and which cannot be terminated in the event of a Superior ProposalResolution.
(3) The Company shall indemnify and save harmless the Purchaser and each of its representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which they may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(a) any Misrepresentation or alleged Misrepresentation in any information included in the Company Circular, other than the information relating to the Purchaser, its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular; and
(b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in the Company Circular other than the information relating to the Purchaser, its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular.
(4) The Company shall not be responsible for any information in the Company Circular relating to the Purchaser, its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular.
(5c) 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 related documents, including an Annual Information Form to be filed and incorporated by reference, if any, and shall give accept the reasonable consideration to any comments made by the Purchaser SPAC and its legal counsel, and agrees that all information relating solely to the Purchaser, SPAC or any of 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 consistent with the information provided to the Purchaser, acting reasonablyCompany by the SPAC. The Company shall provide the Purchaser SPAC with a final copy of the Company Circular prior to in connection with its mailing to Company Shareholders,
(d) The SPAC shall provide 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, SPAC and its affiliates and the Consideration Shares as required by Law (and in particular, Securities Law) the Interim Order or Laws 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 SPAC shall ensure that such information does not include any Misrepresentation material misrepresentation concerning the Purchaser, SPAC or its affiliates and the Consideration Shares.
(7) The Purchaser shall indemnify and save harmless the Company and each of its representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which they may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(a) any Misrepresentation or alleged Misrepresentation in any information included in the Company Circular relating to the Purchaser, its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular pursuant to Section 2.4(6); and
(b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information included in the Company Circular relating to the Purchaser, 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)affiliates.
(8) The Purchaser shall not be responsible for any information in the Company Circular relating to the Company.
(9) The Purchaser and the Company shall also use their commercially reasonable efforts to obtain any necessary consents from any of their respective auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Company Circular and to the identification in the Company Circular of each such advisor.
(10e) Each Party shall promptly notify the other Party Parties if 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 a Misrepresentationmisrepresentation, or otherwise requires an amendment or supplement. The Parties shall, in a manner consistent with this Section 2.4, co-operate shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall, in a manner provided in the Interim Order or as required by Law, shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Company Circular to Company Shareholders and, if required by the Court or by applicable Law, file the same with the Securities Authorities or any other Governmental Entity as requiredAuthority.
Appears in 1 contract
Samples: Business Combination Agreement (Insight Acquisition Corp. /DE)
The Company Circular.
(1) The Company shall promptly prepare and complete, in reasonable consultation with the PurchaserParent, the Company Circular together with any other documents required by Law and the Interim Order 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 under Securities Laws and sent to each the Company Shareholder and other Person as required by the Interim Order and applicable Law, in each case so as to permit the Company Shareholder Meeting to be held by the date specified in Section 2.3(a2.3(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 applicable Law and the Interim OrderLaw, does not contain any Misrepresentation (other than in with respect to any written information with respect to the Purchaser that is furnished provided in writing by Parent or on behalf of the Purchaser its legal counsel for inclusion in the Company Circular) and provides the 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 must include: (i) a copy of the Fairness Opinions; (ii) a statement that the Company Board (or committee thereof, as applicable) has received the Fairness Opinions, and the Company Board has unanimously determined (with directors abstaining or recusing themselves as required by Law or the Company's Constating Documents)Board, after receiving legal and financial advice:
(A) advice, determined that the Arrangement is fair to the Company Shareholders; (B) that the Arrangement and the entering into of this Agreement Resolution is in the best interests of the Company; Company and (C) that the Company Board (with directors abstaining or recusing themselves as required by Law or the Company's Constating Documents) recommends that the Company Shareholders vote in favour of the Arrangement Resolution (collectively, the "“Company Board Recommendation"”), and (iiiii) a statement that each director and senior officer of the Company Locked-up Shareholders have entered into Voting Support Agreements pursuant to which they intend has agreed to vote all of their such individual’s Company Shares in favour of the Arrangement Resolution Resolution, subject to other terms of this Agreement and against any resolution submitted by any Company Shareholder that is inconsistent therewith, and which cannot be terminated in the event of a Superior ProposalVoting Support Agreements.
(3) The Parent shall furnish to the Company shall indemnify all such information regarding it and save harmless the Purchaser and each of its representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which they affiliates as may be subject required by Law or may suffer, which is reasonably requested by the Company in any way caused by, or arising, directly or indirectly, from or in consequence of:
(a) any Misrepresentation or alleged Misrepresentation in any information included in the preparation of the Company Circular, other than the . Parent shall ensure that such 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 Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation 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 Circularshall not include a Misrepresentation.
(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 Parent 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 due consideration to any comments made by the Purchaser Parent and its counsel, and agrees that all information relating solely to the Purchaser, its affiliates and the Consideration Shares Parent 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 PurchaserParent, acting reasonably. The Company shall provide reasonably after giving due consideration to any comments made by the Purchaser with a final copy of the Company Circular prior to its mailing to the Company ShareholdersCompany.
(65) 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 Parent shall indemnify and save harmless the Company and each of its representatives directors and officers from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which they the Company, or any of its directors or officers, may be subject or may suffer, in any way caused by, or arising, directly or indirectly, suffer that result primarily from or in consequence of:
(a) any Misrepresentation or alleged Misrepresentation in any information with respect to Parent or Acquireco included in the Company Circular relating (in the form acceptable to Parent) and that is provided by or on behalf of Parent or Acquireco for the Purchaser, its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for purpose of inclusion in the Company Circular pursuant to Section 2.4(6); and
(b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information included in the Company Circular relating to the Purchaser, 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(62.4(3).
(8) The Purchaser shall not be responsible for any information in the Company Circular relating to the Company.
(9) The Purchaser and the Company shall also use their commercially reasonable efforts to obtain any necessary consents from any of their respective auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Company Circular and to the identification in the Company Circular of each such advisor.
(106) Each Party shall promptly notify the other Party if 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 a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall, in a manner consistent with this Section 2.4, shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall, in a manner provided in the Interim Order or as required by Law, shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Company Circular to Company Shareholders and, if required by the Court or by applicable Law, file the same with the Securities Authorities or any other Governmental Entity as required.
Appears in 1 contract
Samples: Arrangement Agreement
The Company Circular.
(1) The Company shall shall, as promptly as reasonably practicable, prepare and complete, in reasonable consultation with the Purchaser, complete the Company 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 and sent to each Company Shareholder and such other Person Persons as required by the Interim Order and applicable Law, 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 applicable Law and the Interim OrderLaw, does not contain any Misrepresentation (other than except that the Company shall not be responsible for any information included in respect to any written information with respect the Company Circular relating to the Parent, the Purchaser and their respective affiliates that is was furnished in writing by the Parent or on behalf of the Purchaser specifically for inclusion in the Company CircularCircular pursuant to Section 2.4(4)) and provides the Company Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must shall include: (ia) a copy of the Interim Order; (b) a copy of each of the Fairness Opinions; (iic) a statement that the Company Board (or committee thereof, as applicable) Special Committee has received the Fairness Opinions, Opinions and the Company Board has unanimously determined (with directors abstaining or recusing themselves as required by Law or the Company's Constating Documents)has, after receiving legal and financial advice:
(A) advice, unanimously recommended that the Arrangement is fair to the Company Shareholders; (B) that Board approve the Arrangement and the entering into Arrangement Agreement and recommend that the Company Shareholders vote in favour of this Agreement 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 is in the best interests of the Company; Company and is fair to the Company Shareholders and (Cii) that the Company Board (with directors abstaining or recusing themselves as required by Law or the Company's Constating Documents) unanimously recommends that the Company Shareholders vote in favour of the Arrangement Resolution (collectively, the "Company “Board Recommendation"”), ; and (iiie) a statement that each of the Company Locked-up Shareholders have Supporting Shareholder has entered into a Voting and Support Agreements Agreement pursuant to which they intend to each such Supporting Shareholder has agreed to, among other things, vote all of their such Supporting Shareholder’s Company Shares in favour of the Arrangement Resolution and against any resolution submitted by any Company Shareholder that is inconsistent therewithwith the Arrangement Resolution, subject to the terms of the Voting and which cannot be terminated in the event of a Superior ProposalSupport Agreements.
(3) The Company shall indemnify and save harmless the Purchaser and each of its representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which they may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(a) any Misrepresentation or alleged Misrepresentation in any information included in the Company Circular, other than the information relating to the Purchaser, its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular; and
(b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in the Company Circular other than the information relating to the Purchaser, its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular.
(4) The Company shall not be responsible for any information in the Company Circular relating to the Purchaser, 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 Purchaser 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 and all other related documents prior to its mailing to the Company Shareholdersprinting and filing them.
(64) 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 Each of the date hereof, provide the Company with all information regarding the Purchaser, its affiliates Parent and the Consideration Shares as Purchaser shall provide all necessary information concerning the Parent and the Purchaser and their respective controlled affiliates that is required by Law (and in particular, Securities Law) for inclusion to be included by the Company in the Company Circular Circular, other related documents or in any amendments or supplements to such Company Circular. The Purchaser Circular and not related documents to the Company shall be responsible for such information in writing, on a timely basis, and shall ensure that such information does not include contain any Misrepresentation concerning the Purchaser, its affiliates and the Consideration Shares.
(7) The Purchaser shall indemnify and save harmless the Company and each of its representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which they may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(a) any Misrepresentation or alleged Misrepresentation in any information included in the Company Circular relating to the Purchaser, its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular pursuant to Section 2.4(6); and
(b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information included in the Company Circular relating to the Purchaser, 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)Misrepresentation.
(8) The Purchaser shall not be responsible for any information in the Company Circular relating to the Company.
(9) The Purchaser and the Company shall also use their commercially reasonable efforts to obtain any necessary consents from any of their respective auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Company Circular and to the identification in the Company Circular of each such advisor.
(105) Each Party shall promptly notify the other Party if Parties if, at any time before the Effective Date, it becomes aware (in the case of the 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 a Misrepresentation, or otherwise requires an amendment or supplementsupplement thereto is otherwise required by the Court or by Law. The Parties shall, in a manner consistent with this Section 2.4, co-operate shall cooperate in the preparation of any such amendment or supplement as required or appropriatesupplement, and the Company shall, in a manner provided in the Interim Order or as required by Law, shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Company Circular to Company Shareholders and, if required by the Court or by applicable Law, file the same with the Securities Authorities or any other Governmental Entity as 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) The Company shall shall, subject to compliance by the Purchaser of its obligations under Section 2.4(4), promptly prepare and complete, in reasonable consultation with the Purchaser, the Company 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, promptly after obtaining the Interim Order, cause the Company Circular and such other documents to be filed and sent to each Company Shareholder and other Person as required by the Interim Order and applicable Law, in each case so as to permit the Company Meeting to be held by the date specified in Section 2.3(a2.3(1)(a).
(2) The Company shall ensure that the Company Circular complies in all material respects with applicable Law and the Interim OrderLaw, does not contain any Misrepresentation (other than in respect provided that the Company shall not be responsible for the accuracy of any information relating to any written information with respect to and furnished by the Purchaser that is furnished in writing by or on behalf specifically for the purpose of the Purchaser for inclusion in the Company Circular) and provides the 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 must include: (i) a copy of the Fairness Opinions; (iia) a statement that the Company Board (or committee thereof, as applicable) has received the Fairness Opinions, and the Company 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; (with directors abstaining or recusing themselves as required by Law or b) a statement that the Company's Constating Documents)Board, after receiving legal and financial advice:
advice, unanimously (Ai) approves the Arrangement, (ii) determines that the Arrangement is fair to the Company Shareholders; (B) that the Arrangement and the entering into of this Agreement Resolution is in the best interests of the Company; , and (C) that the Company Board (with directors abstaining or recusing themselves as required by Law or the Company's Constating Documentsii) recommends that the Company Shareholders vote in favour of the Arrangement Resolution (collectively(a) and (b), together, the "Company “Board Recommendation"”), ; and (iiic) a statement that each director and officer of the Company Locked-up Shareholders have entered into Voting Support Agreements pursuant to which they intend intends to vote all of their Company such individual’s Shares in favour of the Arrangement Resolution in accordance with the Support Agreements and against any resolution submitted by any Company Shareholder Person that is inconsistent therewith, and which cannot be terminated in with the event of a Superior ProposalArrangement.
(3) The Company shall indemnify and save harmless the Purchaser and each of its representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which they may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(a) any Misrepresentation or alleged Misrepresentation in any information included in the Company Circular, other than the information relating to the Purchaser, its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular; and
(b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in the Company Circular other than the information relating to the Purchaser, its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular.
(4) The Company shall not be responsible for any information in the Company Circular relating to the Purchaser, 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 legal counsel, and agrees that all information relating solely to the Purchaser, its affiliates and the Consideration Shares Purchaser 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.
(64) The Purchaser shall, in shall provide all necessary information concerning the form required by applicable Law, as soon as reasonably practicable after the date hereof, Purchaser 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 that is required by Law (and in particular, Securities Law) for inclusion to be included by the Company in the Company Circular or in any amendments or supplements other related documents to such Company Circular. The Purchaser and not the Company shall be responsible for such information in writing, and shall ensure that such information does not include contain any Misrepresentation concerning the Purchaser, its affiliates and the Consideration Shares.
(7) The Purchaser shall indemnify and save harmless the Company and each of its representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which they may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(a) any Misrepresentation or alleged Misrepresentation in any information included in the Company Circular relating to the Purchaser, its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular pursuant to Section 2.4(6); and
(b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information included in the Company Circular relating to the Purchaser, 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)Misrepresentation.
(8) The Purchaser shall not be responsible for any information in the Company Circular relating to the Company.
(9) The Purchaser and the Company shall also use their commercially reasonable efforts to obtain any necessary consents from any of their respective auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Company Circular and to the identification in the Company Circular of each such advisor.
(105) Each Party of the Parties shall promptly notify the other Party if 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 a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall, in a manner consistent with this Section 2.4, shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall, in a manner provided in the Interim Order or as required by Law, shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Company Circular to Company Shareholders and, if required by the Court or by applicable Law, file the same with the Securities Authorities or any other Governmental Entity as required.
Appears in 1 contract
The Company Circular.
(1) The Company shall promptly prepare and complete, in reasonable consultation with the Purchaser, the Company 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, promptly after obtaining the Interim Order, cause the Company Circular and such other documents to be filed and sent to each Company Shareholder and other Person as required by the Interim Order and applicable Law, in each case so as to permit the Company Meeting to be held by the date specified in Section 2.3(a).
(2) The Company shall ensure that the Company Circular complies in all material respects with applicable Law and the Interim OrderLaw, does not contain any Misrepresentation (other than in respect to any written information with respect to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Company Circular) and provides the Company Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include: (i) a copy of the Fairness Opinions; Opinion, (ii) a statement that the Company Board (or committee thereof, as applicable) has received the Fairness OpinionsOpinion, and the Company Board has unanimously determined (with directors abstaining or recusing themselves as required by Law or the Company's Constating Documents)unanimously, after receiving legal and financial advice:
(A) advice, determined that the Arrangement is fair to the Company Shareholders; (B) that the Arrangement and the entering into of this Agreement Resolution is in the best interests of the Company; Company and (C) that the Company Board (with directors abstaining or recusing themselves as required by Law or the Company's Constating Documents) recommends that the Company Shareholders vote in favour of the Arrangement Resolution (collectively, the "Company Board Recommendation"), and (iii) a statement statements that each of the Company Locked-up Shareholders have entered into Up Shareholder has signed a Voting Support Agreements Agreement pursuant to which which, and subject to the terms thereof, they intend have agreed to among other things, vote all of their Company Shares Securities in favour of the Arrangement Resolution and against any resolution submitted by any Company Shareholder that is inconsistent therewith, and which cannot be terminated in with the event of a Superior ProposalArrangement.
(3) The Company shall indemnify and save harmless the Purchaser and each of its representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which they may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(a) any Misrepresentation or alleged Misrepresentation in any information included in the Company Circular, other than the information relating to the Purchaser, its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular; and
(b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in the Company Circular other than the information relating to the Purchaser, its affiliates or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular.
(4) The Company shall not be responsible for any information in the Company Circular relating to the Purchaser, 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 Purchaser 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.
(64) The Purchaser shall, in shall provide all necessary information concerning the form required by applicable Law, as soon as reasonably practicable after the date hereof, Purchaser 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 Acquireco that is required by Law (and in particular, Securities Law) for inclusion to be included by the Company in the Company Circular or in any amendments or supplements other related documents to such Company Circular. The Purchaser and not the Company shall be responsible for such information in writing, in a timely manner, and shall ensure that such information does not include contain any Misrepresentation concerning the Purchaser, its affiliates and the Consideration Shares.Misrepresentation.
(75) The Purchaser shall indemnify hereby indemnifies and save saves harmless the Company Company, its Subsidiaries and each of its representatives their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which they the Company, any of its Subsidiaries or any of their respective Representatives may be subject or may suffer, in any way caused bysuffer as a result of, or arisingarising from, directly or indirectly, from or in consequence of:
(a) any Misrepresentation or alleged Misrepresentation contained in any information included in the Company Circular relating to the Purchaser, its affiliates or the Consideration Shares furnished to the Company in writing that was provided by the Purchaser for inclusion in the Company Circular pursuant to Section 2.4(62.4(4); and
(b) , including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Securities Authority or other Governmental Entity, to the extent Entity based on any such a 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)Misrepresentation.
(8) The Purchaser shall not be responsible for any information in the Company Circular relating to the Company.
(9) The Purchaser and the Company shall also use their commercially reasonable efforts to obtain any necessary consents from any of their respective auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Company Circular and to the identification in the Company Circular of each such advisor.
(106) Each Party shall promptly notify the other Party if Parties if, at any time before the Effective Time, 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 or the application for the Interim Order or the Final Order contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall, in a manner consistent with this Section 2.4, shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall, in a manner provided in the Interim Order or as required by Law, shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Company Circular to Company Shareholders and, if required by the Court or by applicable Law, file the same with the Securities Authorities or any other Governmental Entity as required.
Appears in 1 contract
Samples: Arrangement Agreement
