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. 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 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. (1) Subject to the terms of this Agreement and the Interim Order and provided that this Agreement has not been terminated in accordance with its terms, the Company agrees to convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s articles and by-laws and applicable Laws on or before May 31, 2017 and not to propose to adjourn or postpone the Company Meeting without the prior written consent of the Purchaser:
(a) except as required for quorum purposes or by applicable Law or by a Governmental Entity;
(b) except as required under Section 7.1(2) or Section 7.2(9) of this Agreement or as otherwise permitted under this Agreement; or
(c) except for an adjournment for the purpose of attempting to obtain the requisite approval of the Arrangement Resolution.
(2) Notwithstanding the receipt by the Company of a Superior Proposal in accordance with Section 7.2, a Change in Recommendation in accordance with Section 7.2(6) or any other intervening event and provided that this Agreement has not been terminated in accordance with its terms, unless otherwise agreed in writing by the Purchaser, the Company shall take all steps necessary to hold the Company Meeting and to cause the Arrangement Resolution to be voted on at the Company Meeting and shall not propose to adjourn or postpone the Company Meeting other than as contemplated by Section 2.3(1).
(3) Subject to the terms of this Agreement, 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; provided, however, if the Company makes any Change in Recommendation in accordance with Section 7.2(6), it shall remain obligated to solicit proxies, but shall no longer be obligated to recommend 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 ...
The Company Meeting. (1) 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 April 15, 2021 for the purpose of considering the Arrangement Resolution and for any other proper purpose as may be set out in the Company Circular, 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 canceled);
(ii) as required by Law or by a Governmental Entity; or
(iii) as required or permitted under Section 4.6(3) or Section 5.4(5);
(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 and reasonably consider the input of the Purchaser with respect to the solicitation of proxies in respect of the Company Meeting;
(c) fix and publish a record date for the purposes of determining the Company Shareholders entitled to receive notice of and vote at the Company Meeting in accordance with the Interim Order;
(d) consult with the Purchaser in fixing 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 and at least on a daily basis on each of the last seven (7) 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 receipt by the Company of any communication (written or oral) from any Company Shareholder or other security holder of the Company in opposition to the Arrangement, written notice of dissent, purported exercise or withdrawal of Dissent Rights, and written communications sent by or on behalf of the Company to any Company Shareholder exercising or purporting to exercise Dissent Rights;
(g) not make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent R...
The Company Meeting. (1) Subject to the terms of this Agreement and the Interim Order, the Company agrees to convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s articles of amalgamation and by-laws and applicable Laws on or before May 1, 2008 and not to propose to adjourn or postpone the Company Meeting without the prior consent of the Purchaser:
(a) except as required for quorum purposes (in which case the Company Meeting shall be adjourned and not cancelled) or by applicable Law or by a Governmental Entity;
(b) except as required under Section 7.1(2) or Section 7.2(7); or
(c) except for an adjournment for the purpose of attempting to obtain the requisite approval of the Arrangement Resolution.
(2) Upon request of the Purchaser, the Company shall adjourn or postpone the Company Meeting to a date specified by the Purchaser, provided that the Company Meeting, so adjourned or postponed shall not be later than 15 business days after the date on which the Company Meeting was originally scheduled and in any event shall not be later than the date that is five business days prior to the Outside Date.
(3) Notwithstanding the receipt by the Company of a Superior Proposal in accordance with Section 7.2, unless otherwise agreed to in writing by the Purchaser or except as required by applicable Law or by a Governmental Entity, the Company shall continue to take all reasonable steps necessary to hold the Company Meeting and to cause the Arrangement to be voted on at the Company Meeting and shall not propose to adjourn or postpone the Company Meeting other than as contemplated by Section 2.3(1).
(4) Subject to the terms of this Agreement, the Company shall use its reasonable best 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; provided, however, if the Company makes any Change in Recommendation in accordance with Section 7.2(9), it shall remain obligated to solicit proxies, but shall no longer be obligated to recommend approval of the Arrangement Resolution.
(5) The Company shall consult with the Purchaser in fixing the date of the Company Meeting and allow the Purchaser’s representatives and legal counsel to attend the Company Meeting.
(6) The Company shall advise the Purchase...
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. 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. Subject to the terms and conditions of this Agreement, in order to facilitate the Arrangement, the Company shall take all action necessary in accordance with all applicable Laws, including Securities Laws, to: (a) in accordance with the terms and the procedures contained in the Interim Order, the Company’s constating documents and the rules of the NASDAQ and the TSX, duly call, give notice of, convene and hold the Company Meeting as promptly as practicable, and in any event not later than forty (40) days after receipt of the Interim Order 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 or by applicable Law; or (ii) as required or permitted under Section 4.9(3) or Section 5.4(5); provided that the Company may, and upon the reasonable request of the Purchaser shall, adjourn the Company Meeting on one or more occasions of not more than ten
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.
