The Company Meeting. (1) Subject to the terms of this Agreement and the Interim Order and provided that this Agreement has not been terminated, the Company agrees to convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s memorandum of association and articles of association and applicable Laws as soon as reasonably practicable and in any event on or before February 11, 2013 and not to propose to adjourn or postpone the Company Meeting:
(i) except as required for quorum purposes or by applicable Law or by a Governmental Entity;
(ii) except as required under Section 7.2(8); or
(iii) except for an adjournment consented to by the Purchaser for the purpose of attempting to obtain the Requisite Shareholder Approval.
(2) The Company shall fix a record date for the purposes of determining the Shareholders entitled to receive notice of and to vote at the Company Meeting, which record date shall be January 14, 2013 or such other date as agreed by the Company and the Purchaser.
(3) The Company shall use its commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution, including, if so requested by the Purchaser, acting reasonably, using dealer and proxy solicitation services and cooperating with any persons engaged by the Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution.
(4) The Company shall give notice to the Purchaser of the Company Meeting and allow the Purchaser’s representatives and legal counsel to attend the Company Meeting.
(5) The Company shall advise the Purchaser as the Purchaser may reasonably request, and at least on a daily basis on each of the last ten business days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution and any further information respecting such proxies as the Purchaser may reasonably request.
(6) The Company shall promptly advise the Purchaser of any written notice of dissent or purported exercise by any Shareholder of Dissent Rights received by the Company in relation to the Arrangement Resolution and any withdrawal of Dissent Rights received by the Company and, subject to applicable Laws, any written communications sent by or on behalf of the Company to any Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution. The Company shall not make any payment or settlement offer, or agree to any such s...
The Company Meeting. The Company shall:
(a) convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s Constating Documents and applicable Laws as soon as reasonably practicable and, in any event, on or before June 15, 2022 (or such later date as may be agreed to by the Parties in writing or as required as a result of a delay by the Purchaser in providing the information required pursuant to Section 2.4) for the purpose of considering the Arrangement Resolution, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Company Meeting without the prior written consent of the Purchaser, except:
(i) in the case of an adjournment, as required for quorum purposes (in which case the Company Meeting shall be adjourned and not cancelled);
(ii) as required by Law or by a Governmental Entity;
(iii) as required or permitted under, Section 4.8(3) or Section 5.4(5); or
(iv) for an adjournment for the purpose of attempting to obtain the Required Approval;
(b) solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Company Shareholder that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, including, if so requested by the Purchaser, using proxy solicitation services firms and cooperating with any Persons engaged, with the consent of the Company, by the Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution;
(c) provide the Purchaser with copies of or access to information regarding the Company Meeting generated by any transfer agent or proxy solicitation services firm which has been retained by the Company, as reasonably requested in writing from time to time by the Purchaser;
(d) permit the Purchaser at its expense to, on behalf of the management of the Company, directly or through a proxy solicitation services firm approved in writing by the Company, actively solicit proxies in favour of the Arrangement Resolution on behalf of management of the Company in compliance with Law and disclose in the Company Circular that the Purchaser may make such solicitations;
(e) consult with the Purchaser in fixing the record date for the Company Meeting and the date of the Company Meeting and give notice to the Purchaser of the Company Meeting;
(f) promptly advise the Purchaser, at such times as the Purchaser may reasonably request in writing and at least on a daily...
The Company Meeting. Subject to the receipt of the Interim Order, the terms and conditions thereof and the terms of this Agreement, the Company shall:
(i) convene and conduct the Company Meeting in accordance with the Interim Order, the Company Constating Documents and Law as soon as reasonably practicable (and the Company agrees to use reasonable efforts to cause the Company Meeting to occur by the date that is 60 days from the date hereof) and, in this regard, the Company shall abridge, as necessary, any time periods that may be abridged under Securities Laws for the purpose of considering the Arrangement Resolution and for any other proper purpose as may be set out in the Company Circular and agreed to by the Purchaser, acting reasonably, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Company Meeting without the prior written consent of the Purchaser, except as required or permitted under Section 5.4(5) or Section 7.3(3), as required for quorum purposes (in which case the Company Meeting shall be adjourned or postponed and not cancelled), as required by Law or by a Governmental Entity or for the purpose of attempting to obtain the requisite approval for the Arrangement Resolution;
(ii) except as otherwise expressly contemplated or permitted by this Agreement, the Company shall not propose or submit for consideration at the Company Meeting any business other than the Arrangement without the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed;
(iii) use commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Person that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, including, if so requested by the Purchaser, using a proxy solicitation services firm to solicit proxies in favour of the approval of the Arrangement Resolution;
(iv) provide the Purchaser with copies of or access to information regarding the Company Meeting generated by any proxy solicitation services firm retained by the Company, as requested from time to time by the Purchaser;
(v) advise the Purchaser, at such times as the Purchaser may reasonably request and at least on a daily basis on each of the last ten Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respe...
The Company Meeting. The Company shall:
(a) convene and conduct the Company Meeting in accordance with the Interim Order, the Company's Constating Documents and Law as soon as practical and, in any event but subject to compliance by the Purchaser with its obligations in Section 2.4, on or before January 15, 2020 (or such later date as may be agreed to by the Parties in writing or required as a result of a delay by the Purchaser in providing the information required pursuant to Section 2.4) and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Company Meeting without the prior written consent of the Purchaser, except:
(i) in the case of an adjournment, as required for quorum purposes (in which case the Company Meeting shall be adjourned and not cancelled); or
(ii) as required or permitted under Section 4.8(c).
(b) solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Company Common Shareholder or Company Debentureholder that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement;
(c) provide the Purchaser with copies of or access to information regarding the Company Meeting, as reasonably requested in writing from time to time by the Purchaser;
(d) consult with the Purchaser in fixing the record date for the Company Meeting and the date of the Company Meeting, give notice to the Purchaser of the Company Meeting and allow the Purchaser's representatives and legal counsel to attend the Company Meeting;
(e) promptly advise the Purchaser, at such times as the Purchaser may reasonably request in writing and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution;
(f) promptly advise the Purchaser of any communication (written or oral) from any Person in opposition to the Arrangement, written notice of dissent, purported exercise or withdrawal of Dissent Rights, and provide the Purchaser with an opportunity to review and comment upon any written communications sent by or on behalf of the Company to any such Person and to participate in any discussions, negotiations or proceedings involving any such Person;
(g) not make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to any claims reg...
The Company Meeting. Subject to the terms of this Agreement and (other than in the case of Section 2.3(a)) the receipt of the Interim Order, the Company shall:
(a) fix and publish a record date for the purposes of determining Company Shareholders entitled to receive notice of and vote at the Company Meeting;
(b) convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s Constating Documents and Law as soon as reasonably practicable;
(c) give notice to the other Parties of the Company Meeting and allow the other Parties’ respective representatives, legal counsel and financial advisors to attend the Company Meeting, both in accordance with the Interim Order;
(d) promptly advise the other Parties, at such times as such other Parties may reasonably request, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution; and
(e) promptly advise the other Parties of receipt of any communication (written or oral) from any Company Shareholder, other securityholder of the Company or any other stakeholder in opposition to the Arrangement (except for non-substantive communications).
The Company Meeting. Subject to the terms of this Agreement and (other than Section 2.3(a)) the receipt of the Interim Order, the Company shall:
(a) in consultation with the Purchaser, fix and publish a record date for the purposes of determining the Company Participating Shareholders entitled to receive notice of and vote at the Company Meeting;
(b) convene and conduct the Company Meeting (including by virtual means) in accordance with the Interim Order, the Company’s Constating Documents and Law as soon as reasonably practicable, and in any event on or before May 31, 2021 (it being acknowledged that the foregoing date may be extended by the same number of days as contemplated by Section 2.2 to the extent applicable), and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Company Meeting without the prior written consent of the Purchaser, except:
(i) as required for quorum purposes (in which case the Company Meeting shall be adjourned and not cancelled), by applicable Law or by a Governmental Entity; or
(ii) as otherwise expressly provided in Section 4.11(d) or Section 5.4(f);
(c) solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Company Participating Shareholder that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement;
(d) if so requested by the Purchaser, acting reasonably, using proxy solicitation services firms, acceptable to and at the expense of the Purchaser, to solicit proxies in favour of the approval of the Arrangement Resolution, and against any resolution submitted by any Person that is inconsistent with the Arrangement Resolution, provided that the Company shall not be required to continue to do so if there has been a Change in Recommendation in accordance with Section 5.4;
(e) provide the Purchaser with copies of or access to information regarding the Company Meeting generated by the Company’s transfer agent or any proxy solicitation services firm, as reasonably requested from time to time by the Purchaser;
(f) permit the Purchaser to, at the Purchaser’s expense, to directly or through a proxy solicitation services firm of its choice, actively solicit proxies in favour of the Arrangement and against any resolution submitted by any Person that is inconsistent with the Arrangement Resolution in compliance with Law and the Company shall disclose in the Company Circular that the Purc...
The Company Meeting. (1) Subject to the terms of this Agreement and the Interim Order, the Company shall:
(a) convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s Organizational Documents and Law as promptly as reasonably practicable after the date hereof for the purpose of considering the Arrangement Resolution and for any other proper purpose as may be set out in the Company Circular and agreed to by the Purchaser and the Parent, acting reasonably; set the record date for the Common Shareholders entitled to vote at the Company Meeting as promptly as reasonably practicable and not adjourn, postpone or cancel the Company Meeting without the prior written consent of the Purchaser and the Parent, acting reasonably; provided that: (i) in the event that (x) an Acquisition Proposal is publicly disclosed or (y) the Company provides a Superior Proposal Notice to the Purchaser or the Parent, in each case, on a date that is less than 15 Business Days before the Company Meeting, the Company shall be permitted to postpone the Company Meeting at its election, or if directed by the Parent in the Parent’s sole discretion, the Company shall postpone the Company Meeting, in each case to a date that is not more than 15 Business Days after the originally scheduled date of the Company Meeting (as set forth in the Company Circular) (or, if later, in the event the material terms of an Acquisition Proposal are changed and the Company has complied in all material respects with its obligations under Article 5, a date that is not more than 10 Business Days following the most recent such change) and that, in any event, is no later than 15 Business Days prior to the Outside Date; or (ii) the Company may, in its reasonable discretion, postpone or adjourn the Company Meeting, (A) to the extent necessary under applicable Law to ensure that any required supplement or amendment to the Company Circular is provided to the Company Securityholders within a reasonable amount of time in advance of the Company Meeting, (B) if as of the time for which the Company Meeting is originally scheduled (as set forth in the Company Circular) there are insufficient Persons represented (in person and by proxy) to constitute a quorum necessary to conduct the business of the Company Meeting or to the extent that at such time the Company has not received proxies sufficient to allow the receipt of the approval of the Arrangement Resolution at the Company Meeting, (C) to allow time for the fil...
The Company Meeting. The Company shall:
(a) convene and conduct the Company Meeting in accordance with the Interim Order, the Company's Constating Documents and applicable Laws as soon as reasonably practicable and, in any event but subject to compliance by the Purchaser with its obligations in Section 2.4, on or before March 12, 2021 (or such later date as may be agreed to by the Parties in writing or as required as a result of a delay by the Purchaser in providing the information required pursuant to Section 2.4) for the purpose of considering the Arrangement Resolution, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Company Meeting without the prior written consent of the Purchaser, except:
(i) in the case of an adjournment, as required for quorum purposes (in which case the Company Meeting shall be adjourned and not cancelled);
(ii) as required by Law or by a Governmental Entity;
(iii) as required or permitted under, Section 4.8(3) or Section 5.4(5); or
(iv) for an adjournment for the purpose of attempting to obtain the Required Approval;
(b) solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Company Shareholder that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, including, if so requested by the Purchaser, at the Purchaser's expense, using dealer and proxy solicitation services firms and cooperating with any Persons engaged, with the consent of the Company, by the Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution;
(c) provide the Purchaser with copies of or access to information regarding the Company Meeting generated by any transfer agent, dealer or proxy solicitation services firm which has been retained by the Company, as reasonably requested in writing from time to time by the Purchaser;
(d) permit the Purchaser at its expense to, on behalf of the management of the Company, directly or through a soliciting dealer approved in writing by the Company, actively solicit proxies in favour of the Arrangement Resolution on behalf of management of the Company in compliance with Law and disclose in the Company Circular that the Purchaser may make such solicitations;
(e) consult with the Purchaser in fixing the record date for the Company Meeting and the date of the Company Meeting and give notice to the Purchaser of the Company Meeting;
(f) prom...
The Company Meeting. (a) convene and conduct the Company Meeting in accordance with the Interim Order, the Company's Constating Documents and Law as soon as reasonably practicable, and in any event on or before September 29, 2017, and not adjourn, postpone or cancel (or p...
(i) in the case of an adjournment, as required for quorum purposes; or (ii) as required or permitted under Section 2.3(k) or Section 5.3(5);
(b) solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Shareholder that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this...
(c) provide the Purchaser with copies of or access to information regarding the Company Meeting generated by any dealer or proxy solicitation services firm, as requested from time to time by the Purchaser; (d) permit the Purchaser to, on behalf of the management of the Company, directly or through a soliciting dealer, actively solicit proxies in favour of the Arrangement on behalf of management of the Company in compliance with Law and disclose in the C...
The Company Meeting. The Manager shall give notice of all such meetings by sending the Members written notice by certified U.S. Mail, with return receipt, by Federal Express or other guaranteed overnight delivery service.