The Meeting. Subject to the terms of this Agreement and receipt of, and subject to the terms of, the Interim Order, the Corporation shall: (1) convene and conduct the Meeting in accordance with the Interim Order, the Corporation's Constating Documents and Law as soon as reasonably practicable but in any event schedule the Meeting to be held on or before December 16, 2025, for the purpose of considering the Arrangement Resolution and for any other proper purpose as may be set out in the Circular and agreed to by the Purchaser, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Meeting without the prior written consent of the Purchaser, except: (a) as required for quorum purposes, in which case the Meeting shall be adjourned and not cancelled; (b) as required or permitted under Section 4.8(3) or Section 5.4(5); or (c) as required by Law or by a Governmental Entity it being understood that the Corporation may not adjourn or postpone the Meeting more than once pursuant to clause (a) without the prior written consent of the Purchaser, and any adjournment shall be for the shortest period reasonably necessary. (2) 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 Agreement, including, at the Corporation's option, or if so requested by the Purchaser, acting reasonably, using dealer and proxy solicitation services firms engaged by the Corporation to solicit proxies in favour of the approval of the Arrangement Resolution, it being understood that even if the Corporation receives a Superior Proposal and the Board has made a Change in Recommendation, the Corporation will continue to solicit proxies and take all steps reasonably necessary to hold the Meeting and cause the Arrangement unless and until this Agreement is terminated in accordance with its terms; (3) provide the Purchaser with copies of or access to information regarding the Meeting generated by any dealer or proxy solicitation services firm retained by the Corporation, as reasonably requested from time to time by the Purchaser and in a form reasonably acceptable to the Purchaser; (4) permit the Purchaser to, at the Purchaser's expense, on behalf of the management of the Corporation, directly or through a proxy solicitation services firm, actively solicit proxies in favor of the Arrangement on behalf of management of the Corporation in compliance with Law and disclose in the Circular that the Purchaser may make such solicitations; (5) consult with the Purchaser in fixing the date of the Meeting and allow the Representatives of the Purchaser (including its outside legal counsels) to attend the Meeting; (6) promptly advise the Purchaser, at such times as the Purchaser may reasonably request and on a daily basis on each of the last ten (10) Business Days prior to the date of the Meeting, as to the aggregate tally of the proxies (for certainty, specifying votes "for" and votes "against" the Arrangement Resolution) received by the Corporation in respect of the Arrangement Resolution; (7) promptly advise the Purchaser of any communication (written or oral) from or claims brought by (or threatened to be brought by) any Person 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 Corporation to any Shareholder exercising or purporting to exercise Dissent Rights, and shall cooperate and consult with the Purchaser in advance in connection with any discussions or communications with any Person in opposition to the Arrangement; (8) not make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of the Purchaser; (9) not, without the prior written consent of the Purchaser, change the record date for the Shareholders entitled to vote at the Meeting in connection with any adjournment or postponement of the Meeting unless required by Law or the Court; (10) not, without the prior written consent of the Purchaser, waive the deadline for the submission of proxies by the Shareholders for the Meeting; (11) if the Meeting is to be held during a Matching Period, at the request of the Purchaser, promptly take all actions to adjourn or postpone the Meeting to a date specified by the Purchaser that is not later than the earlier of: (i) fifteen (15) Business Days after the date on which the Meeting was originally scheduled; and (ii) five (5) Business Days prior to the Outside Date; and (12) at the request of the Purchaser from time to time, acting reasonably, provide the Purchaser with a list (in electronic form) of (i) the registered Shareholders, together with their addresses and respective holdings of Shares, all as shown on the records of the Corporation, as of a date that is not more than five (5) Business Days prior to the date of delivery of such list; (ii) the names and holdings of all holders of Corporation Options and Corporation Warrants; and (iii) participants and book-based nominee registrants such as CDS & Co., and non-objecting beneficial owners of Shares, together with their addresses and respective holdings of Shares, all as can be reasonably obtained by the Corporation using the procedure set forth under Securities Laws. The Corporation shall from time to time require that its registrar and transfer agent furnish the Purchaser with such additional information, including updated or additional lists of Shareholders, and lists of securities positions and other assistance as the Purchaser may reasonably request in order to be able to communicate with respect to the Arrangement with the Shareholders entitled to vote on the Arrangement Resolution. Unless this Agreement is terminated in accordance with its terms, the Corporation will convene and conduct the Meeting and submit the Arrangement Resolution to the Shareholders for approval at the Meeting whether or not: (a) the Board will have effected a Change in Recommendation; or (b) any Acquisition Proposal will have been publicly announced or otherwise communicated to the Board, the Corporation, any of its Subsidiaries or any of their respective Representatives.
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The Meeting. Subject to the terms of this Agreement and receipt of, and subject to the terms of, the Interim Order, the Corporation (1) The Company shall:
(1a) convene and conduct the Meeting in accordance with the Interim Order, the Corporation's Constating Documents Company’s articles and by-laws and Law as soon as reasonably practicable possible, but in any event schedule the Meeting shall use its commercially reasonable efforts to be held do so on or before December 16November 30, 20252021, for the purpose of considering the Arrangement Resolution and for any other proper purpose as may be set out in the Circular and agreed to by the PurchaserResolution, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Meeting without the prior written consent of the PurchaserParent and the Purchaser except as required or permitted under Section 2.3(1)(j) or Section 5.4(5), except:
(a) or as required for quorum purposes, purposes (in which case case, the Meeting Meeting, shall be adjourned and not cancelled;
(b) as required or permitted under Section 4.8(3) or Section 5.4(5); or
(c) as required by applicable Law or by a Governmental Entity it being understood that the Corporation may not adjourn or postpone the Meeting more than once pursuant to clause (a) without the prior written consent of the Purchaser, and any adjournment shall be for the shortest period reasonably necessary.Authority;
(2b) solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Shareholder person that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, including, at the Corporation's option, or including if so requested by the Parent or the Purchaser and at the expense of the Parent and the Purchaser, acting reasonably, using dealer and proxy solicitation services firms and cooperating with any persons engaged by the Corporation Parent or the Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution, it being understood that even if the Corporation receives a Superior Proposal and the Board has made a Change in Recommendation, the Corporation will continue to solicit proxies and take all steps reasonably necessary to hold the Meeting and cause the Arrangement unless and until this Agreement is terminated in accordance with its terms;
(3c) provide the Parent and the Purchaser with copies of or access to information regarding the Meeting generated by any transfer agent, dealer or proxy solicitation services firm retained by the Corporationfirm, as reasonably requested from time to time by the Purchaser and in a form reasonably acceptable to Parent or the Purchaser;
(4d) permit the Purchaser to, at Parent or the Purchaser's expense, on behalf of the management of the CorporationCompany and at the expense of the Parent and the Purchaser, directly or through a proxy solicitation services firmsoliciting dealer, to actively solicit proxies in favor favour of the Arrangement Resolution on behalf of management of the Corporation Company in compliance with Law and disclose in the Circular that the Parent and the Purchaser may make such solicitations;
(5e) consult with the Parent and the Purchaser in fixing the date of the Meeting and the record date of the Meeting, give notice to the Parent and the Purchaser of the Meeting and allow the Representatives representatives and legal counsel of the Parent and the Purchaser (including its outside legal counsels) to attend the Meeting;
(6f) promptly advise the Parent and the Purchaser, at such times as the Parent or the Purchaser may reasonably request and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Meeting, as to the aggregate tally of the proxies (for certainty, specifying votes "for" and votes "against" the Arrangement Resolution) received by the Corporation Company in respect of the Arrangement Resolution, including the manner in which the applicable securities have been voted;
(7g) promptly advise the Parent and the Purchaser of any communication (written or oral) from or claims brought by (or threatened to be brought by) any Person person in opposition to the Arrangement, written notice of dissent, dissent and/or 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 Corporation Company to any Shareholder exercising such person and to participate in any discussions, negotiations or purporting to exercise Dissent Rights, and proceedings involving such person. The Company shall cooperate and consult with the Purchaser in advance in connection with any discussions or communications with any Person in opposition to the Arrangement;
(8) not make any payment payment, settle or settlement offercompromise, or agree to make any payment payment, settle or settlement prior to the Effective Time with respect to compromise, any such claims or Dissent Rights without the prior written consent of the PurchaserPurchaser and the Parent;
(9h) not, without the prior written consent of the Purchaser, not change the record date for the Shareholders entitled to vote at the Meeting in connection with any adjournment or postponement of the Meeting unless required by Law or the CourtLaw;
(10i) not, without the prior written consent of the Purchaser, waive the deadline for the submission of proxies by the Shareholders for the Meeting;
(11) if the Meeting is to be held during a Matching Period, at the reasonable request of the Purchaser, promptly take all actions to adjourn Parent or postpone the Meeting to a date specified by the Purchaser that is not later than the earlier of: (i) fifteen (15) Business Days after the date on which the Meeting was originally scheduled; and (ii) five (5) Business Days prior to the Outside Date; and
(12) at the request of the Purchaser from time to time, acting reasonably, provide the Parent and the Purchaser with a list (in both written and electronic form) of (i) the registered Shareholders, together with their addresses and respective holdings of Common Shares, all as shown on the records of the Corporation, as of a date that is not more than five (5) Business Days prior to the date of delivery of such list; (ii) the names names, addresses and holdings of all persons having rights issued by the Company to acquire Common Shares (including Optionholders, holders of Corporation Options RSUs and Corporation Warrants; holders of DSUs), and (iii) participants and book-based nominee registrants such as CDS & Co., CEDE & Co. and DTC, and non-objecting beneficial owners of Common Shares, together with their addresses and respective holdings of Common Shares, all as can be reasonably obtained by the Corporation using the procedure set forth under Securities Laws. The Corporation Company shall from time to time require that its registrar and transfer agent furnish the Parent and the Purchaser with such additional information, including updated or additional lists of Shareholders, and lists of securities positions and other assistance as the Parent or the Purchaser may reasonably request in order request; and
(j) if the Meeting is to be able held during a Matching Period, at the request of the Parent or the Purchaser, adjourn or postpone the Meeting to communicate with respect a date specified by the Parent or the Purchaser that is not later than ten (10) Business Days after the date on which the Meeting was originally scheduled and in any event to a date that is not later than five (5) Business Days prior to the Arrangement with the Shareholders entitled to vote on the Arrangement Resolution. Unless this Agreement is terminated in accordance with its terms, the Corporation will convene and conduct the Meeting and submit the Arrangement Resolution to the Shareholders for approval at the Meeting whether or not: (a) the Board will have effected a Change in Recommendation; or (b) any Acquisition Proposal will have been publicly announced or otherwise communicated to the Board, the Corporation, any of its Subsidiaries or any of their respective RepresentativesOutside Date.
Appears in 1 contract
The Meeting. Subject to the terms of this Agreement and receipt of, and subject to the terms of, the Interim Order, the The Corporation shall:
: (1) promptly following execution of this Agreement, cancel the Shareholder meeting currently scheduled for August 13, 2021 and the Corporation shall convene and conduct the Meeting in accordance with the Interim Order, the Corporation's ’s Constating Documents and Law as soon as reasonably practicable possible, but in any event schedule the Meeting to be held on or before December 16, 2025the date which is forty-five (45) days following the date of this Agreement, for the purpose of considering the Arrangement Resolution and for any other proper purpose as may be set out in the Circular and agreed to by the Purchaser, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Meeting without the prior written consent of the Purchaser, except:
: (a) in the case of an adjournment, as required for quorum purposes, in which case the Meeting shall be adjourned and not cancelled;
; or (b) as required or permitted under Section 4.8(34.7(3) or Section 5.4(5); or
. (c2) as requested by the Purchaser, adjourn or postpone the Meeting for the purposes of attempting to solicit proxies to obtain the requisite approval of the Arrangement Resolution, provided that the Corporation shall not be required by Law to adjourn or by a Governmental Entity postpone the Meeting for more than five (5) Business Days pursuant to this Section 2.3(2) for each adjournment or postponement (it being understood that the Corporation Purchaser may not request to adjourn or postpone the Meeting not more than once pursuant twice); (3) subject to clause (a) without the prior written consent terms of the Purchaserthis Agreement, and any adjournment shall be for the shortest period reasonably necessary.
(2) use commercially reasonable efforts to 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 Agreement, including, at the Corporation's option, ’s option or if so requested by the Purchaser, acting reasonably, using dealer and proxy solicitation services firms and cooperating with any Persons engaged by the Corporation Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution, it being understood that even if the Corporation receives a Superior Proposal and the Board has made a Change in Recommendation, the Corporation will continue to solicit proxies and take all steps reasonably necessary to hold the Meeting and cause the Arrangement unless and until this Agreement is terminated in accordance with its terms;
(3) provide the Purchaser with copies of or access to information regarding the Meeting generated by any dealer or proxy solicitation services firm retained by the Corporation, as reasonably requested from time to time by the Purchaser and in a form reasonably acceptable to the Purchaser;
(4) permit the Purchaser to, at the Purchaser's expense, on behalf of the management of the Corporation, directly or through a proxy solicitation services firm, actively solicit proxies in favor of the Arrangement on behalf of management of the Corporation in compliance with Law and disclose in the Circular that the Purchaser may make such solicitations;
(5) consult with the Purchaser in fixing the date of the Meeting and allow the Representatives of the Purchaser (including its outside legal counsels) to attend the Meeting;
(6) promptly advise the Purchaser, at such times as the Purchaser may reasonably request and on a daily basis on each of the last ten (10) Business Days prior to the date of the Meeting, as to the aggregate tally of the proxies (for certainty, specifying votes "for" and votes "against" the Arrangement Resolution) received by the Corporation in respect of the Arrangement Resolution;
(7) promptly advise the Purchaser of any communication (written or oral) from or claims brought by (or threatened to be brought by) any Person 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 Corporation to any Shareholder exercising or purporting to exercise Dissent Rights, and shall cooperate and consult with the Purchaser in advance in connection with any discussions or communications with any Person in opposition to the Arrangement;
(8) not make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of the Purchaser;
(9) not, without the prior written consent of the Purchaser, change the record date for the Shareholders entitled to vote at the Meeting in connection with any adjournment or postponement of the Meeting unless required by Law or the Court;
(10) not, without the prior written consent of the Purchaser, waive the deadline for the submission of proxies by the Shareholders for the Meeting;
(11) if the Meeting is to be held during a Matching Period, at the request of the Purchaser, promptly take all actions to adjourn or postpone the Meeting to a date specified by the Purchaser that is not later than the earlier of: (i) fifteen (15) Business Days after the date on which the Meeting was originally scheduled; and (ii) five (5) Business Days prior to the Outside Date; and
(12) at the request of the Purchaser from time to time, acting reasonably, provide the Purchaser with a list (in electronic form) of (i) the registered Shareholders, together with their addresses and respective holdings of Shares, all as shown on the records of the Corporation, as of a date that is not more than five (5) Business Days prior to the date of delivery of such list; (ii) the names and holdings of all holders of Corporation Options and Corporation Warrants; and (iii) participants and book-based nominee registrants such as CDS & Co., and non-objecting beneficial owners of Shares, together with their addresses and respective holdings of Shares, all as can be reasonably obtained by the Corporation using the procedure set forth under Securities Laws. The Corporation shall from time to time require that its registrar and transfer agent furnish the Purchaser with such additional information, including updated or additional lists of Shareholders, and lists of securities positions and other assistance as the Purchaser may reasonably request in order to be able to communicate with respect to the Arrangement with the Shareholders entitled to vote on the Arrangement Resolution. Unless this Agreement is terminated in accordance with its terms, the Corporation will convene and conduct the Meeting and submit the Arrangement Resolution to the Shareholders for approval at the Meeting whether or not: (a) the Board will have effected a Change in Recommendation; or (b) any Acquisition Proposal will have been publicly announced or otherwise communicated to the Board, the Corporation, any of its Subsidiaries or any of their respective Representatives.
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