Preparation of Filings. (a) Each party hereto shall cooperate in the taking of all such action as may be required under the BCBCA and the policies and requirements of the CSE in connection with the transactions contemplated by this Arrangement Agreement and the Plan of Arrangement.
(b) Each party hereto shall, on a timely basis, furnish to each other party hereto all such information concerning it and its securityholders as may be required (and, in the case of its securityholders, available to it) to effect the actions described in Articles 2 hereof, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is furnished or to be used.
(c) Each party hereto shall promptly notify the other parties if at any time before or after the Effective Time it becomes aware that the Information Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information Statement. In any such event, all parties shall cooperate in the preparation of any supplement or amendment to the Information Statement that may be required, and shall cause the same to be distributed to the Buyco Shareholders, as necessary.
(d) Buyco shall ensure that the Information Statement complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them ...
Preparation of Filings. Without limiting Section 7.2(a), each of CanniMed and the Offeror shall:
(a) as soon as practicable after the execution of this Agreement, make, or cause to be made, all such filings and submissions under the rules of the TSX, Securities Laws and as may be required or advisable for the Offeror to complete the Contemplated Transactions;
(b) subject to compliance at all times with applicable Law and the other provisions of this Agreement, coordinate and cooperate with each other in exchanging information and supplying such assistance as is reasonably requested in connection with the foregoing including providing each Party with all notices and information supplied to or filed with any Governmental Authorities, and all notices and correspondence received therefrom (including notices and information which a Party, acting reasonably, considers highly confidential and sensitive and which may be provided on a confidential and privileged basis only to outsidecounsel of the other Party, provided however that nothing in this Agreement requires any Party to share with another Party or its external legal counsel any information that relates to the valuation of the proposed transactions contemplated by this Agreement).
(c) comply, at the earliest practicable date and after consultation with the other Party, with any request for additional information or documentary material received by it from such Governmental Authorities;
(d) cooperate with one another in connection with any filings or other submission aimed at resolving any investigation or other inquiry concerning the Contemplated Transactions initiated by such Governmental Authorities, including providing each other, in advance, with copies of any notifications, filings, applications and/or other submissions in draft form and reasonable opportunity to comment thereon; to the extent that any information or documentation contained in such drafts is competitively sensitive or otherwise highly confidential, such information shall be provided only to outside counsel on a confidential and privileged basis, provided however that nothing in this Agreement requires any Party to share with another Party or its external legal counsel any information that relates to the valuation of the proposed transactions contemplated by this Agreement;
(e) not participate in any meeting or discussion expected to address substantive matters related to the Contemplated Transactions either in person or by telephone with such Governmental Aut...
Preparation of Filings. The Parties will co-operate in the preparation of any application for any required Authorization and any other orders, registrations, consents, filings, rulings, exemptions, no-action letters and approvals, and in the preparation of any documents, reasonably deemed by any of the Parties to be necessary to discharge its respective obligations under this Agreement or otherwise advisable under Applicable Laws.
Preparation of Filings. The Transacting Parties shall prepare, and the other Parties shall co-operate and use their commercially reasonable efforts to take, or cause to be taken, all reasonable actions in connection with any orders, registrations, consents, filings, rulings, exemptions, no-action letters, circulars and approvals, including this Agreement, the Ancillary Agreements and the Business Combination and the preparation of any required documents, in each case as reasonably necessary for the Parties to discharge their respective obligations under this Agreement, the Ancillary Agreements, the Business Combination and the Plan of Arrangement, and to complete any of the transactions contemplated by this Agreement and the Ancillary Agreements, including their obligations under applicable Laws. Verano shall prepare each of the Circular and Listing Statement and all other materials required to be filed with the CSE by Pubco. A Transacting Party shall furnish to the other Parties and their respective advisors for review and comment, a reasonable amount of time prior to the time of filing or submission of any document, a copy of each document to be filed or submitted. It is acknowledged and agreed that Pubco shall not be required to file a prospectus or similar document or otherwise become subject to the securities Laws of any jurisdiction (other than in the case of the Resulting Issuer, the Provinces of British Columbia, Alberta and Ontario and the United States) in order to complete the Business Combination. The Parties shall use their commercially reasonable efforts to promptly make such securities and other regulatory filings in the United States or other jurisdictions as may be necessary or, in their sole discretion, desirable in connection with the completion of the Business Combination. Each Party shall provide to the other all information regarding the Party and its affiliates as required by applicable Securities Laws in connection with such filings.
Preparation of Filings. (a) Purchaser, Newco and QAT shall cooperate in:
(i) the preparation of any application for the orders and the preparation of any required registration statements and any other documents reasonably deemed by Purchaser or QAT to be necessary to discharge their respective obligations under applicable Laws in connection with the Arrangement and the other transactions contemplated hereby;
(ii) the taking of all such action as may be required under any Applicable Canadian Securities Laws and U.S. Securities Laws (including "blue sky laws") in connection with the issuance of the Purchaser Shares in connection with the Arrangement; provided, however, that with respect to the United States "blue sky" and Canadian provincial qualifications, none of Purchaser, Newco or QAT shall be required to register or qualify as a foreign corporation or to take any action that would subject it to service of process in any jurisdiction where such entity is not now so subject, except as to matters and transactions arising solely from the offer of the Purchaser Shares in connection with the Arrangement; and
(iii) the taking of all such action as may be required under the OBCA, Applicable Canadian Securities Laws and U.S. Securities Laws in connection with the transactions contemplated by this Agreement and the Plan of Arrangement.
(b) Each of Purchaser, Newco and QAT shall promptly furnish to the other all information concerning it and its securityholders as may be required for the effectuation of the actions described in Sections 2.1, 2.2, 2.3 and the foregoing provisions of this Section 2.4, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Agreement will contain any misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished.
Preparation of Filings. 2.7.1 Purchaser and Target shall co-operate with each other, and permit each other to provide comments to the extent reasonably practicable, in the preparation of any application for the Regulatory Approvals and any other orders, registrations, consents, filings, rulings, exemptions, no-action letters and approvals and the preparation of any documents reasonably deemed by either of the Parties to be necessary to discharge its respective obligations or otherwise advisable under applicable Laws in connection with the Arrangement and this Agreement as promptly as practicable hereafter.
2.7.2 Purchaser and Target shall co-operate in the preparation, filing and mailing of the Target Circular. In particular, Purchaser shall provide Target with such disclosure concerning Purchaser, including pro-forma financial statements required under Securities Laws for significant acquisitions, as may be required by applicable Laws. Target shall provide Purchaser with a reasonable opportunity to review and comment on the Target Circular, and, in particular, Purchaser shall be entitled to approve those portions of the Target Circular that include information about Purchaser, prior to its mailing to Target Shareholders and filing in accordance with the Interim Order and applicable Laws. Subject to Section 2.7.3, Purchaser acknowledges that whether or not such comments are appropriate or any revisions will be made as a result thereof to the Target Circular will be determined solely by Target acting reasonably.
2.7.3 Target shall ensure that the Target Circular complies with the Interim Order and all applicable Laws and, without limiting the generality of the foregoing, that the Target Circular does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Purchaser).
2.7.4 Purchaser shall ensure that the information to be supplied by it for inclusion in the Target Circular will, at the time of the mailing of the Target Circular, not contain any material misstatement, untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.
2.7.5 Each of Target and Purchaser shall p...
Preparation of Filings. If and whenever the Company is required to use its best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Articles II or III, the following shall apply:
Preparation of Filings. Acquiror and Target shall co-operate in the preparation of any application for the Key Regulatory Approvals and any other orders, registrations, consents, filings, rulings, exemptions, no-action letters and approvals and the preparation of any documents reasonably deemed by either of them to be necessary to discharge its respective obligations or otherwise advisable under applicable Laws in connection with this Agreement or the Plan of Arrangement.
Preparation of Filings. (a) The RJF Parties and GMI shall cooperate in:
(i) the preparation of any applications for orders and the preparation of any required registration statements and any other documents reasonably deemed by the RJF Parties or GMI to be necessary to discharge their respective obligations under United States and Canadian federal, provincial, territorial or state securities Laws in connection with the Arrangement and the other transactions contemplated hereby;
(ii) the taking of all such action as may be required under any applicable United States and Canadian federal, provincial, territorial or state securities Laws (including "blue sky" laws) in connection with the issuance of the Exchangeable and/or Retractable Shares and the RJF Common Shares in connection with the Arrangement; provided, however, that with respect to the United States "blue sky" and Canadian provincial or territorial qualifications neither the RJF Parties nor GMI shall be required to register or qualify as a foreign corporation or to take any action that would subject it to service of process in any jurisdiction where such entity is not now so subject, except as to matters and transactions arising solely from the offer and sale of the Exchangeable and/or Retractable Shares and the RJF Common Shares; and
(iii) the taking of all such action as may be required under the CBCA and the Initial Order and the Final Order in connection with the transactions contemplated by this Agreement and the Plan of Arrangement.
(b) Each of the RJF Parties and GMI shall furnish to the others all such information concerning it and its shareholders as may be required (and in the case of RJF's shareholders, available to it) to effect the actions described in sections 2.5 and 2.6 and the foregoing provisions of this section 2.7, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished.
(c) GMI shall ensure that the Circular complies with all applicable Laws and, without limiting the generality of the foreg...
Preparation of Filings. (a) Jinchuan and Continental shall cooperate in the taking of all such action as may be required under the BCBCA and other applicable Laws (including Rule 13e-3 promulgated under Securities Exchange Act of 1934, as amended) in connection with the transactions contemplated by this Agreement and the Plan of Arrangement.
(b) Each of Jinchuan and Continental shall promptly furnish to the other all information concerning it and its affiliates and securityholders as may be required for the effectuation of the actions described in Sections 2.5 and the foregoing provisions of this Section 2.6, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders, and optionholders, as applicable) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Agreement will contain any Misrepresentation.
(c) Each of Jinchuan and Continental shall promptly notify the other if at any time before or after the Effective Time if it becomes aware that the Circular or any application for an order hereunder contains any Misrepresentation or that otherwise requires an amendment or supplement to the Circular or such application. In any such event, Jinchuan and Continental shall cooperate in the preparation of any required supplement or amendment to the Circular or such other document, as the case may be, and, if required by applicable Laws or the Court, shall cause the same to be distributed to the Continental Securityholders or filed with the applicable securities regulatory authorities.
(d) Continental shall ensure that the Circular complies with all applicable Laws and, without limiting the generality of the foregoing, that the Circular does not contain any Misrepresentation (other than with respect to any information relating to and provided by the Jinchuan Parties). Without limiting the generality of the foregoing, Continental shall ensure that the Circular complies with National Instrument 51-102 Continuous Disclosure Requirements of the Canadian Securities Administrators and Form 51-102F5 thereunder, as well as MI 61-101, and provides Continental Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Continental Meeting.
(e) Continental shall (with the Jinchuan Parties and the Jinchuan Parties' counsel) diligently do all such acts a...
