Common use of Interim Order Clause in Contracts

Interim Order. The application referred to in Section 2.2(b) shall, unless the Company and the Purchaser otherwise agree, include a request that the Interim Order shall provide, among other things: (a) for the class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) confirmation of the record date for the purposes of determining the Company Securityholders entitled to receive notice of and to vote at the Company Meeting (which date shall be fixed and published by the Company in consultation with the Purchaser); (c) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement or as otherwise agreed by the Parties without the need for additional approval by the Court and without the necessity of first convening the Company Meeting or first obtaining any vote of the Company Securityholders respecting the adjournment or postponement, and notice of any such adjournment(s) or postponement(s) shall be given by such method as the Company Board may determine is appropriate in the circumstance; (d) that the record date for the Company Securityholders entitled to receive notice of and to vote at the Company Meeting will not change in respect of or as a consequence of any adjournment(s) or postponement(s) of the Company Meeting, unless required by Law; (e) that the requisite and sole approval of the Arrangement Resolution shall be: (i) 66⅔% of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; (ii) 66⅔% of the votes cast on the Arrangement Resolution by the Company Securityholders present in person or represented by proxy and entitled to vote at the Company Meeting, voting together as a single class, with Company Shareholders, Company RSU Holders and Company Optionholders being entitled to one vote for each Company Share, Company RSU and Company Option, respectively, and (iii) if required, a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders, excluding for the purposes of (ii) the votes for Company Shares held or controlled by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101; (f) that in all other respects, the terms, conditions and restrictions of the Company’s constating documents, including quorum requirements and other matters shall apply with respect to the Company Meeting; (g) that the Parties intend to rely upon the exemption from registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereunder for the issuance of the Consideration Shares and Replacement Options, subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to Company Shareholders who are entitled to receive Consideration Shares and Company Optionholders who are entitled to receive Replacement Options pursuant to the Arrangement and based on the Court’s approval of the Arrangement; (h) for the grant of Dissent Rights to the Company Shareholders who are registered holders of Company Shares as contemplated in the Plan of Arrangement; and (i) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (j) that each Company Securityholder and any other affected person shall have the right to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response by the time stipulated in the Interim Order; and (k) for such other matters as the Company or the Purchaser may reasonably require, subject to obtaining the prior consent of the other, such consent not to be unreasonably withheld, conditioned or delayed.

Interim Order. The application referred to in Section 2.2(b) shall, unless the Company and the Purchaser otherwise agree, include a request that the Interim Order shall provide, among other things: (a) for the class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) confirmation of the record date for the purposes of determining the Company Securityholders Shareholders and the Company Series D Shareholders entitled to receive notice of and to vote at the Company Meeting (which date shall be fixed and published by the Company in consultation with the Purchaser); (c) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement or as otherwise agreed by the Parties without the need for additional approval by the Court and without the necessity of first convening the Company Meeting or first obtaining any vote of the Company Securityholders Shareholders and the Company Series D Shareholders respecting the adjournment or postponement, and notice of any such adjournment(s) adjournment or postponement(s) postponement shall be given by such method as the Company Board may determine is appropriate in the circumstancecircumstances; (d) that the record date for the Company Securityholders Shareholders and the Company Series D Shareholders entitled to receive notice of and to vote at the Company Meeting will not change in respect of or as a consequence of any adjournment(s) adjournment or postponement(s) postponement of the Company Meeting, unless required by Law; (e) that the requisite and sole approval of the Arrangement Resolution shall will be: (i) 66⅔% of the votes cast on the Arrangement Resolution by the Company Shareholders and the Company Series D Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; (ii) 66⅔% of the votes cast on the Arrangement Resolution by the Company Securityholders present in person or represented by proxy and entitled to vote at the Company Meeting, voting together as a single class, with class (such that any Company Shareholders, Company RSU Holders Shareholders and Company Optionholders being Series D Shareholders is entitled to one vote for each Company Share, Company RSU Share and Company Option, respectivelySeries D Share held), and (iiiii) if required, a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders, excluding for the purposes of (ii) the votes for Company Shares and Company Series D Shares held or controlled by persons described in items (a) through (d) of Section 8.1(2) of MI 61-61- 101; (f) that the Company Meeting may be held in-person or be an entirely virtual meeting or hybrid meeting whereby Company Shareholders and Company Series D Shareholders may join virtually; (g) that in all other respects, the terms, conditions and restrictions of the Company’s constating documents, including quorum requirements and other matters shall apply with respect to the Company Meeting; (gh) that the Parties intend to rely upon the exemption from registration requirements provided by Section 3(a)(10) of the U.S. Securities Act provided by Section 3(a)(10) thereunder for with respect to the issuance of the Consideration Shares and Replacement Options, subject to and conditioned on the Court’s approval of the Arrangement and determination that the Arrangement is substantively and procedurally fair to Company Shareholders who are entitled to receive Consideration Shares and the Company Optionholders who are entitled to receive Replacement Options pursuant to the Arrangement and based on the Court’s approval of the ArrangementSeries D Shareholders; (hi) for the grant of Dissent Rights to the Company Shareholders, the Company Series D Shareholders and the Company Series E Shareholders who are registered holders of Company Shares, Company Series D Shares and Company Series E Shares, as applicable, as contemplated in the Plan of Arrangement; (j) that the deadline for submission of proxies by the Company Shareholders and the Company Series D Shareholders for the Company Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Vancouver, British Columbia) prior to the Company Meeting; and (ik) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (j) that each Company Securityholder and any other affected person shall have ; and, subject to the right to appear before the Court at the hearing consent of the Court Company (such consent not to approve be unreasonably withheld or delayed) the application for the Final Order so long as they enter a response by the time stipulated in Company shall also request that the Interim Order; and (k) Order provide for such other matters as the Company or the Purchaser may reasonably require, subject to obtaining the prior consent of the other, such consent not to be unreasonably withheld, conditioned or delayed.

Interim Order. The application referred to in Section 2.2(b2.2(a) shall, unless the Company and the Purchaser otherwise agree, include a request that the Interim Order shall provide, among other things: (a) for the class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) confirmation of that the record date for the purposes of determining the Company Securityholders Shareholders entitled to receive notice of and to vote at the Company Meeting (which date shall be fixed and published by need not change in respect of any adjournment(s) or postponement(s) of the Company in consultation with the Purchaser)Meeting or any other change; (c) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement or as otherwise agreed by the Parties without the need for additional approval by the Court and without the necessity of first convening the Company Meeting or first obtaining any vote of the Company Securityholders respecting the adjournment or postponement, and notice of any such adjournment(s) or postponement(s) shall be given by such method as the Company Board may determine is appropriate in the circumstance; (d) that the record date for the Company Securityholders Shareholders entitled to receive notice of and to vote at the Company Meeting will not change in respect of or as a consequence of any adjournment(s) adjournment or postponement(s) postponement of the Company Meeting, unless required by Law; (ed) that the requisite and sole approval of for the Arrangement Resolution shall be: (i) 66⅔% be 662⁄3% of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; (ii) 66⅔% of the votes cast on the Arrangement Resolution by the Company Securityholders present in person or represented by proxy and entitled to vote at the Company Meeting, Meeting voting together as a single class, with Company Shareholdersand, Company RSU Holders and Company Optionholders being entitled to one vote for each Company Share, Company RSU and Company Option, respectively, and (iii) if requiredrequired by applicable Laws, a simple majority of the votes cast on by Shareholders present in person or by proxy at the Arrangement Resolution by Company ShareholdersMeeting, excluding for the purposes of (ii) the this purpose votes for Company attached to Common Shares held or controlled by persons described in items (a) through (d) of Section 8.1(2) of required to be excluded pursuant to MI 61-101101 or as modified by the Interim Order; (f) that in all other respects, the terms, conditions and restrictions of the Company’s constating documents, including quorum requirements and other matters shall apply with respect to the Company Meeting; (g) that the Parties intend to rely upon the exemption from registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereunder for the issuance of the Consideration Shares and Replacement Options, subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to Company Shareholders who are entitled to receive Consideration Shares and Company Optionholders who are entitled to receive Replacement Options pursuant to the Arrangement and based on the Court’s approval of the Arrangement; (he) for the grant of Dissent Rights to the Company Shareholders who are registered holders of Company Shares as contemplated set forth in the Plan of Arrangement; and; (if) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (jg) that each the Company Securityholder and any other affected person shall have the right Meeting may be adjourned or postponed from time to appear before the Court at the hearing time by management of the Court Company, subject to approve the application terms of this Agreement, without the need for additional approval of the Final Order so long as they enter a response by the time stipulated in the Interim OrderCourt; and (kh) subject to the consent of the Company (such consent not to be unreasonably withheld or delayed), shall also include a request that the Interim Order provide for such other matters as the Company or the Purchaser may reasonably require, subject to obtaining the prior consent of the other, such consent not to be unreasonably withheld, conditioned or delayed.

Interim Order. The application referred to in Section 2.2(b2.2(c) shall, unless the Company and Company, the Purchaser otherwise agreeagree otherwise, include a request that the Interim Order shall provide, among other things: (a) for the class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) confirmation of the for a record date date, for the purposes of determining the Company Securityholders Shareholders entitled to receive notice of and to vote at the Company Meeting (Meeting, of not later than the date of the issue of the Initial Order, which date shall be fixed and published by the Company in consultation with the Purchaser); (c) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement or as otherwise agreed by the Parties without the need for additional approval by the Court and without the necessity of first convening the Company Meeting or first obtaining any vote of the Company Securityholders respecting the adjournment or postponement, and notice of any such adjournment(s) or postponement(s) shall be given by such method as the Company Board may determine is appropriate in the circumstanceCourt; (d) that that, except as required by Law, the record date date, for the Company Securityholders Shareholders entitled to receive notice of and to vote at the Company Meeting Meeting, will not change in respect of or as a consequence of any adjournment(s) adjournment or postponement(s) postponement of the Company Meeting, unless required by Law; (e) that the requisite and sole approval approvals of the Arrangement Resolution shall be: (i) will be at least 66⅔% of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; (ii) 66⅔% of the votes cast on the Arrangement Resolution by the Company Securityholders present in person or represented by proxy and entitled to vote at the Company Meeting, voting together as a single class, with Company Shareholders, Company RSU Holders and Company Optionholders being entitled to one vote for each Company Share, Company RSU and Company Option, respectively, and (iii) if required, a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders, excluding for the purposes of (ii) the votes for Company Shares held or controlled by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101; (f) that in all other respects, the terms, conditions and restrictions of the Company’s constating documents, including quorum requirements with respect to meetings of Company Shareholders and other matters matters, shall apply with respect to the Company Meeting; (g) that the Parties intend to rely upon the exemption from registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereunder for the issuance of the Consideration Shares and Replacement Options, subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to Company Shareholders who are entitled to receive Consideration Shares and Company Optionholders who are entitled to receive Replacement Options pursuant to the Arrangement and based on the Court’s approval of the Arrangement; (h) for the grant of Dissent Rights to the Company Shareholders who are registered holders of Company Shares Shares, as contemplated in the Plan of Arrangement; and; (ih) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (j) that each Company Securityholder and any other affected person shall have the right to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response by the time stipulated in the Interim Order; and (ki) that the Parties intend to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act, subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to the Company Shareholders, and, subject to the consent of the Company (such consent not to be unreasonably withheld or delayed), the Company shall also request that the Interim Order provide for such other matters as the Company or the Purchaser may reasonably require, subject to obtaining the prior consent of the other, such consent not to be unreasonably withheld, conditioned or delayed.

Interim Order. The application referred to in Section 2.2(b2.2(c) shall, unless the Company and the Purchaser otherwise agree, include a request that the Interim Order shall provide, among other things: (a) for the class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) confirmation of the record date for the purposes of determining the Company Securityholders entitled to receive notice of and to vote at the Company Meeting (which date shall be fixed and published by the Company in consultation with the Purchaser); (c) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement or as otherwise agreed by the Parties without the need for additional approval by the Court and without the necessity of first convening the Company Meeting or first obtaining any vote of the Company Securityholders respecting the adjournment or postponement, and notice of any such adjournment(s) adjournment or postponement(s) postponement shall be given by such method as the Company Board may determine is appropriate in the circumstancecircumstances; (d) that the record date for the Company Securityholders entitled to receive notice of and to vote at the Company Meeting will not change in respect of or as a consequence of any adjournment(s) adjournment or postponement(s) postponement of the Company Meeting, unless required by Law; (e) that the requisite and sole approval of the Arrangement Resolution shall will be: (i) 66⅔% of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; (ii) 66⅔% of the votes cast on the Arrangement Resolution by the Company Securityholders Shareholders and the Company Optionholders, voting as a single class, present in person or represented by proxy and entitled to vote at the Company Meeting, voting together as a single class, with Company Shareholders, Company RSU Holders and Company Optionholders being entitled to one vote for each Company Share, Company RSU and Company Option, respectively, ; and (iii) if required, a simple majority of the votes cast on the Arrangement Resolution by Company ShareholdersShareholders present in person or represented by proxy and entitled to vote at the Company Meeting, excluding for the purposes of (iiiii) the votes for Company Shares held or controlled by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101; (f) that that, in all other respects, the terms, conditions and restrictions of the Company’s constating documents, including quorum requirements and other matters shall apply with respect to the Company Meeting; (g) that the Parties intend to rely upon the exemption from registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereunder for the issuance of the Consideration Shares Shares, the Purchaser CVRs and the Replacement Options, subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to Company Shareholders Securityholders who are entitled to receive Consideration Shares Shares, Purchaser CVRs and Company Optionholders who are entitled to receive Replacement Options Options, pursuant to the Arrangement Arrangement, and based on the Court’s approval of the Arrangement; (h) for the grant of Dissent Rights to the Company Shareholders who are registered holders of Company Shares as contemplated in the Plan of Arrangement; and (i) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (j) that each Company Securityholder and any other affected person shall have , and, subject to the right to appear before the Court at the hearing consent of the Court Company (such consent not to approve be unreasonably withheld or delayed), the application for the Final Order so long as they enter a response by the time stipulated in Company shall also request that the Interim Order; and (k) Order provide for such other matters as the Company or the Purchaser may reasonably require, subject to obtaining the prior consent of the other, such consent not to be unreasonably withheld, conditioned or delayed.

Interim Order. The application referred to in Section 2.2(b2.2(a) shall, unless the Company and the Purchaser Canopy Growth otherwise agree, include a request that the Interim Order shall provide, among other things: (a) for the class classes of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) confirmation of the record date for the purposes of determining the Company Securityholders Shareholders entitled to receive notice of and to vote at the Company Meeting (which date shall be fixed and published by the Company in consultation with the PurchaserCanopy Growth); (c) that, if a virtual-only Company Meeting is held with the approval of the Court, such meeting will be deemed to be held at the location of the Company’s registered office; (d) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement or as otherwise agreed by the Parties without the need for additional approval by the Court and without the necessity of first convening the Company Meeting or first obtaining any vote of the Company Securityholders respecting the adjournment or postponementCourt, and notice of any such adjournment(s) adjournment or postponement(s) postponement shall be given by such method as the Company Board may determine is appropriate in the circumstancecircumstances; (de) that the record date for the Company Securityholders Shareholders entitled to receive notice of and to vote at the Company Meeting will not change in respect of or as a consequence of any adjournment(s) adjournment or postponement(s) postponement of the Company Meeting, unless required by Lawapplicable Laws; (ef) that the requisite and sole approval of the Arrangement Resolution shall (the “Required Shareholder Approval”) will be: (i) 66⅔% 662⁄3% of the votes cast on the Arrangement Resolution by the Company Shareholders holders of Subordinated Voting Shares present in person or represented by proxy and entitled to vote at the Company Meeting; , (ii) 66⅔% 662⁄3% of the votes cast on the Arrangement Resolution by the Company Securityholders holders of Multiple Voting Shares present in person or represented by proxy and entitled to vote at the Company Meeting, voting together as a single class, with Company Shareholders, Company RSU Holders and Company Optionholders being entitled to one vote for each Company Share, Company RSU and Company Option, respectively, and (iii) if required, a simple majority of the votes cast on the Arrangement Resolution by the holders of Subordinated Voting Shares present in person or represented by proxy at the Company ShareholdersMeeting, excluding for the purposes of (iiiii) the votes for Company attached to Subordinated Voting Shares held or controlled by persons Persons described in items (a) through (d) of Section 8.1(2) of MI 61-101; (fg) that in all other respects, the terms, conditions and restrictions of the Company’s constating documentsConstating Documents, including quorum requirements and other matters shall apply with respect to the Company Meeting; (g) that the Parties intend to rely upon the exemption from registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereunder for the issuance of the Consideration Shares and Replacement Options, subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to Company Shareholders who are entitled to receive Consideration Shares and Company Optionholders who are entitled to receive Replacement Options pursuant to the Arrangement and based on the Court’s approval of the Arrangement; (h) for the grant of Dissent Rights to the Company Shareholders who are registered holders of Company Shares as contemplated in the Plan of Arrangement; and (i) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (j) that each Company Securityholder and any other affected person shall have the right to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response by the time stipulated in the Interim Order; and (k) for such other matters as the Company or the Purchaser may reasonably require, subject to obtaining the prior consent of the other, such consent not to be unreasonably withheld, conditioned or delayed.

Interim Order. The application referred to in Section 2.2(b) shall, unless the Company and the Purchaser otherwise agree, include a request that the Interim Order shall provide, among other things: (a) for the class of persons to whom notice is to be provided in respect of the Arrangement and the Company Exeter Meeting and for the manner in which such notice is to be provided; (b) confirmation of for the record date for the purposes of determining the Company Securityholders Exeter Shareholders entitled to receive notice of and to vote at the Company Exeter Meeting (which date shall be fixed and published by the Company in consultation with the Purchaser); (c) for the calling and holding of the Exeter Meeting for the purpose of considering the Arrangement Resolution; (d) that the Company Exeter Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement or as otherwise agreed by the Parties without the need for additional approval by the Court and without the necessity of first convening the Company Meeting or first obtaining any vote of the Company Securityholders respecting the adjournment or postponement, and notice of any such adjournment(s) or postponement(s) shall be given by such method as the Company Board may determine is appropriate in the circumstanceCourt; (de) that the record date for the Company Securityholders Exeter Shareholders entitled to receive notice of and to vote at the Company Exeter Meeting will not change in respect of or as a consequence of any adjournment(s) adjournment or postponement(s) postponement of the Company Meeting, Exeter Meeting unless required by Lawapplicable Laws; (ef) that the requisite and sole approval of the Arrangement Resolution shall be: will be (i) 66⅔% of the votes cast on the Arrangement Resolution by the Company Exeter Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; (ii) 66⅔% of the votes cast on the Arrangement Resolution by the Company Securityholders present in person or represented by proxy and entitled to vote at the Company Meeting, Exeter Meeting voting together as a single class, with Company Shareholders, Company RSU Holders and Company Optionholders being entitled to one vote for each Company Share, Company RSU and Company Option, respectively, ; and (iiiii) if requiredrequired under Applicable Law, a simple majority of the votes cast by Exeter Shareholders on the Arrangement Resolution by Company Shareholders, excluding for the purposes of (ii) the votes for Company Exeter Shares held or controlled by persons described in items (a) through (d) of Section 8.1(2) of “related parties” and “interested parties” as defined under MI 61-101; (fg) that in all other respects, the terms, conditions and restrictions of the Company’s constating documents, including quorum requirements and other matters shall apply with respect to the Company Exeter Meeting; (gh) that the Parties intend to rely upon the exemption from registration requirements provided by Section 3(a)(10) of the U.S. Securities Act provided by Section 3(a)(10) thereunder for with respect to the issuance and exchange of the Consideration Shares and Replacement Optionsissued pursuant to the Arrangement, subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to Company Exeter Shareholders who are entitled following a hearing of the Court to receive Consideration Shares and Company Optionholders who are entitled to receive Replacement Options pursuant to the Arrangement and based on the Court’s give approval of the ArrangementArrangement of which the Exeter Shareholders were given adequate notice advising them of their right to attend the hearing; (hi) for the grant of Dissent Rights to the Company Exeter Shareholders who are registered holders of Company Exeter Shares as contemplated in the Plan of Arrangement; and; (ij) for the notice requirements with respect to the presentation of the application to the Court for the Final Order and in particular, that in the event any materials are filed indicating an intention to oppose the granting of the Final Order; (j) that each , the Company Securityholder and any other affected person shall have the right to appear before the Court at may adjourn the hearing of the Court Final Order to approve a date not later than one month from the application date otherwise set for the hearing of the Final Order so long as they enter a response by the time stipulated in the Interim Order; and (k) for such that, in all other matters as respects, the terms, restrictions and conditions of the constating documents of the Company or the Purchaser may reasonably require, subject to obtaining the prior consent shall apply in respect of the other, such consent not to be unreasonably withheld, conditioned or delayed.Exeter Meeting;

Interim Order. The application referred to in Section 2.2(b) shall, unless the Company and the Purchaser otherwise agree, include a request that the Interim Order shall provide, among other things: (a) for the class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) confirmation of the record date for the purposes of determining the Company Securityholders Shareholders and Company Optionholders entitled to receive notice of and to vote at the Company Meeting (which date shall be fixed and published by the Company in consultation with the Purchaser); (c) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement or as otherwise agreed by the Parties without the need for additional approval by the Court and without the necessity of first convening the Company Meeting or first obtaining any vote of the Company Securityholders Shareholders and Company Optionholders respecting the adjournment or postponement, and notice of any such adjournment(s) or postponement(s) shall be given by such method as the Company Board may determine is appropriate in the circumstance; (d) that the record date for the Company Securityholders Shareholders and Company Optionholders entitled to receive notice of and to vote at the Company Meeting will not change in respect of or as a consequence of any adjournment(s) or postponement(s) of the Company Meeting, unless required by Law; (e) that the requisite and sole approval of the Arrangement Resolution shall be: (i) 66⅔% of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; (ii) 66⅔% of the votes cast on the Arrangement Resolution by the Company Securityholders Shareholders and Company Optionholders, voting as a single class, present in person or represented by proxy and entitled to vote at the Company Meeting, voting together as a single class, with Company Shareholders, Company RSU Holders and Company Optionholders being entitled to one vote for each Company Share, Company RSU and Company Option, respectively, ; and (iii) if required, a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders, excluding for the purposes of (ii) this purpose the votes for Company Shares held or controlled by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101; (f) that in all other respects, the terms, conditions and restrictions of the Company’s constating documents, including quorum requirements and other matters shall apply with respect to the Company Meeting; (g) that the Parties intend Purchaser intends to rely upon the exemption from registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereunder for the issuance of the Consideration Shares and Replacement Options, subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to Company Shareholders and Company Optionholders who are entitled to receive Consideration Shares and Company Optionholders who are entitled to receive Replacement Options Options, respectively, pursuant to the Arrangement and based on the Court’s approval of the Arrangement; (h) for the grant of Dissent Rights to the Company Shareholders who are registered holders of Company Shares as contemplated in the Plan of Arrangement; and; (i) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (j) that each Company Securityholder Shareholder, Company Optionholder and any other affected person shall have the right to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response by the time stipulated in the Interim Order; and (k) for such other matters as the Company or the Purchaser may reasonably require, subject to obtaining the prior consent of the otherCompany, such consent not to be unreasonably withheld, conditioned or delayed.

Interim Order. The application referred to in Section 2.2(b2.2(a) shall, unless the Company and the Purchaser Canopy Growth otherwise agree, include a request that the Interim Order shall provide, among other things: (a) for the class classes of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) confirmation of the record date for the purposes of determining the Company Securityholders Shareholders entitled to receive notice of and to vote at the Company Meeting (which date shall be fixed and published by the Company in consultation with the PurchaserCanopy Growth); (c) that, if a virtual-only Company Meeting is held with the approval of the Court, such meeting will be deemed to be held at the location of the Company’s registered office; (d) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement or as otherwise agreed by the Parties without the need for additional approval by the Court and without the necessity of first convening the Company Meeting or first obtaining any vote of the Company Securityholders respecting the adjournment or postponementCourt, and notice of any such adjournment(s) adjournment or postponement(s) postponement shall be given by such method as the Company Board may determine is appropriate in the circumstancecircumstances; (de) that the record date for the Company Securityholders Shareholders entitled to receive notice of and to vote at the Company Meeting will not change in respect of or as a consequence of any adjournment(s) adjournment or postponement(s) postponement of the Company Meeting, unless required by Lawapplicable Laws; (ef) that the requisite and sole approval of the Arrangement Resolution shall (the “Required Shareholder Approval”) will be: (i) 66⅔% of the votes cast on the Arrangement Resolution by the Company Shareholders holders of Subordinated Voting Shares present in person or represented by proxy and entitled to vote at the Company Meeting; , (ii) 66⅔% of the votes cast on the Arrangement Resolution by the Company Securityholders holders of Multiple Voting Shares present in person or represented by proxy and entitled to vote at the Company Meeting, voting together as a single class, with Company Shareholders, Company RSU Holders and Company Optionholders being entitled to one vote for each Company Share, Company RSU and Company Option, respectively, and (iii) if required, a simple majority of the votes cast on the Arrangement Resolution by the holders of Subordinated Voting Shares present in person or represented by proxy at the Company ShareholdersMeeting, excluding for the purposes of (iiiii) the votes for Company attached to Subordinated Voting Shares held or controlled by persons Persons described in items (a) through (d) of Section 8.1(2) of MI 61-101; (fg) that in all other respects, the terms, conditions and restrictions of the Company’s constating documentsConstating Documents, including quorum requirements and other matters shall apply with respect to the Company Meeting; (g) that the Parties intend to rely upon the exemption from registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereunder for the issuance of the Consideration Shares and Replacement Options, subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to Company Shareholders who are entitled to receive Consideration Shares and Company Optionholders who are entitled to receive Replacement Options pursuant to the Arrangement and based on the Court’s approval of the Arrangement; (h) for the grant of Dissent Rights to the Company Shareholders who are registered holders of Company Shares as contemplated in the Plan of Arrangement; and (i) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (j) that each Company Securityholder and any other affected person shall have the right to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response by the time stipulated in the Interim Order; and (k) for such other matters as the Company or the Purchaser may reasonably require, subject to obtaining the prior consent of the other, such consent not to be unreasonably withheld, conditioned or delayed.

Interim Order. The application referred to in Section 2.2(b) shall, unless the Company and the Purchaser otherwise agree, include a request that the Interim Order shall provide, among other things: (a) for the class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) confirmation of the record date for the purposes of determining the Company Securityholders Shareholders entitled to receive notice of and to vote at the Company Meeting (which date shall be fixed and published by the Company in consultation with the Purchaser); (c) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement or as otherwise agreed by the Parties without the need for additional approval by the Court and without the necessity of first convening the Company Meeting or first obtaining any vote of the Company Securityholders Shareholders respecting the adjournment or postponement, and notice of any such adjournment(s) adjournment or postponement(s) postponement shall be given by such method as the Company Board may determine is appropriate in the circumstancecircumstances; (d) that the record date for the Company Securityholders Shareholders entitled to receive notice of and to vote at the Company Meeting will not change in respect of or as a consequence of any adjournment(s) adjournment or postponement(s) postponement of the Company Meeting, unless required by Law; (e) that the requisite and sole approval of the Arrangement Resolution shall will be: (i) 66⅔% of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; (ii) 66⅔% of the votes cast on the Arrangement Resolution by the Company Securityholders present in person or represented by proxy and entitled to vote at the Company Meeting, voting together as a single class, with Company Shareholders, Company RSU Holders and Company Optionholders being entitled to one vote for each Company Share, Company RSU and Company Option, respectively, and (iiiii) if required, a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders, excluding for the purposes of (ii) the votes for Company Shares held or controlled by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101; (f) that in all other respects, the terms, conditions and restrictions of the Company’s constating documents, including quorum requirements and other matters shall apply with respect to the Company Meeting; (g) that the Parties intend to rely upon the exemption from registration requirements provided by Section 3(a)(10) of the U.S. Securities Act provided by Section 3(a)(10) thereunder for with respect to the issuance of the Consideration Shares and Shares, Replacement Warrants, Replacement Options, Replacement Compensation Options and MC Shareholder Consideration, subject to and conditioned on the Court’s approval of the Arrangement and determination that the Arrangement is substantively and procedurally fair to Company Shareholders who are entitled to receive Consideration Shares Shareholders, Company Warrant Holders, Company Optionholders, Company Compensation Option Holders and Company Optionholders who are entitled to receive Replacement Options pursuant to the Arrangement and based on the Court’s approval of the ArrangementMC Shareholders; (h) for the grant of Dissent Rights to the Company Shareholders who are registered holders of Company Shares as contemplated in the Plan of Arrangement; and (i) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (j) that each Company Securityholder and any other affected person shall have ; and, subject to the right to appear before the Court at the hearing consent of the Court Company (such consent not to approve be unreasonably withheld or delayed) the application for the Final Order so long as they enter a response by the time stipulated in Company shall also request that the Interim Order; and (k) Order provide for such other matters as the Company or the Purchaser may reasonably require, subject to obtaining the prior consent of the other, such consent not to be unreasonably withheld, conditioned or delayed.

Interim Order. The application referred (1) As soon as reasonably practicable after the date of this Agreement, but in any event at a time so as to permit the Company Meeting to be held on or before the date specified in Section 2.2(b) shall2.3(a), unless the Company shall apply to the Court in a manner acceptable to the Purchaser, acting reasonably, pursuant to Section 291 of the BCBCA and in cooperation with the Purchaser otherwise agreeprepare, include a request that file and diligently pursue an application for the Interim Order shall Order, which must provide, among other things: (a) for the class Persons and classes of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided, such notice to include, inter alia, that such Persons have the right to appear at the hearing before the Court at which the fairness of the Arrangement is to be adjudged; (b) confirmation of the record date for the purposes of determining the Company Securityholders entitled to receive notice of and to vote at the Company Meeting (which date shall be fixed and published by the Company in consultation with the Purchaser); (c) that the Company Meeting may be adjourned or postponed from time to time by required level of approval (the Company in accordance with the terms of this Agreement or as otherwise agreed by the Parties without the need “Required Approval”) for additional approval by the Court and without the necessity of first convening the Company Meeting or first obtaining any vote of the Company Securityholders respecting the adjournment or postponement, and notice of any such adjournment(s) or postponement(s) shall be given by such method as the Company Board may determine is appropriate in the circumstance; (d) that the record date for the Company Securityholders entitled to receive notice of and to vote at the Company Meeting will not change in respect of or as a consequence of any adjournment(s) or postponement(s) of the Company Meeting, unless required by Law; (e) that the requisite and sole approval of the Arrangement Resolution shall be: be not less than (i) 66⅔% 66 2/3% of the votes cast on the Arrangement Resolution by the Company Shareholders voting as a single class present in person or represented by proxy and entitled to vote at the Company Meeting; (ii) 66⅔% 66 2/3% of the votes cast on the Arrangement Resolution by the Company Voting Securityholders voting as a single class present in person or represented by proxy and entitled to vote at the Company Meeting, voting together as a single class, with Meeting (such that any Company Shareholders, Company RSU Holders and Company Optionholders being Voting Securityholder is entitled to one vote for each Company Share, one vote for each Company RSU Share issuable upon exercise of each Company Option and one vote for each Company OptionShare issuable upon exercise of each Company Warrant); and, respectively, and (iii) if requiredrequired under Securities Laws, a simple majority of the votes cast on the Arrangement Resolution attached to Company Shares voting as a single class held by Company Shareholders, Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting excluding for the purposes of (ii) the this purpose votes for attached to Company Shares held or controlled by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101; (f) that in all other respects, the terms, conditions and restrictions of the Company’s constating documents, including quorum requirements and other matters shall apply with respect to the Company Meeting; (g) that the Parties intend to rely upon the exemption from registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereunder for the issuance of the Consideration Shares and Replacement Options, subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to Company Shareholders who are entitled to receive Consideration Shares and Company Optionholders who are entitled to receive Replacement Options pursuant to the Arrangement and based on the Court’s approval of the Arrangement; (h) for the grant of Dissent Rights to the Company Shareholders who are registered holders of Company Shares as contemplated in the Plan of Arrangement; and (i) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (j) that each Company Securityholder and any other affected person shall have the right to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response by the time stipulated in the Interim Order; and (k) for such other matters as the Company or the Purchaser may reasonably require, subject to obtaining the prior consent of the other, such consent not to be unreasonably withheld, conditioned or delayed.through