Common use of Mutual Conditions Precedent Clause in Contracts

Mutual Conditions Precedent. The respective obligations of the Parties hereto to consummate the transactions contemplated hereby, and in particular the Amalgamation, are subject to the satisfaction, on or before the Effective Date or such other time specified, of the following conditions, any of which may be waived by the mutual consent of such parties without prejudice to their right to rely on any other of such conditions: (a) the Articles of Amalgamation filed with the Registrar shall be in form and substance satisfactory to each of RDT and ACME, acting reasonably; (b) the Effective Date shall be on or prior to the Outside Date; (c) all required regulatory, governmental and third party approvals, waivers and consents in respect of the completion of the Amalgamation shall have been obtained on terms and conditions satisfactory to RDT and ACME, each acting reasonably, including, without limitation, all applicable statutory and regulatory waiting periods shall have expired or have been terminated and no unresolved material objection or opposition shall have been filed, initiated or made during any applicable statutory regulatory period, including, without limitation, Exchange approval for the transactions contemplated by this Agreement and the listing of the ACME Shares issuable pursuant to the Amalgamation on the Exchange, each in form and substance satisfactory to ACME and RDT, acting reasonably;

Mutual Conditions Precedent. The respective obligations of the Parties hereto to consummate complete the transactions contemplated hereby, and in particular the Amalgamation, Arrangement are subject to the satisfaction, fulfillment of each of the following conditions precedent on or before the Effective Date or such other time specifiedTime, of the following conditions, any each of which may only be waived by with the mutual consent of such parties without prejudice to their right to rely on any other of such conditionsthe Parties: (a) the Articles of Amalgamation filed Requisite Approval shall have been obtained at the Company Meeting in accordance with the Registrar shall be in form and substance satisfactory to each of RDT and ACME, acting reasonablyInterim Order; (b) the Effective Date Interim Order and the Final Order shall be each have been obtained on terms consistent with this Agreement, and shall not have been set aside or prior modified in a manner unacceptable to Parent or the Outside DateCompany, acting reasonably, on appeal or otherwise; (c) all required regulatoryno Governmental Entity shall have enacted, governmental issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect and third party approvals, waivers and consents in respect has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the completion of Arrangement; (d) the Amalgamation Regulatory Approvals shall have been obtained on terms and conditions satisfactory to RDT and ACME(or the applicable waiting periods, each acting reasonablyincluding extensions thereof, including, without limitation, all applicable statutory and regulatory waiting periods shall have expired or have been terminated and no unresolved material objection or opposition shall have been filed, initiated or made during any applicable statutory regulatory period, including, without limitation, Exchange approval for expired); (e) the transactions contemplated by this Agreement and the listing of the ACME Parent Shares issuable pursuant to the Amalgamation Arrangement shall at the Effective Time be approved for listing on the ExchangeNYSE, each in form subject to official notice of issuance; and (f) the Parent Shares to be issued pursuant to the Arrangement have been allotted by the Parent Board conditional only on completion of the Arrangement and substance satisfactory that such Parent Shares shall be exempt from the registration requirements of the U.S. Securities Act pursuant to ACME and RDT, acting reasonably;Section 3(a)(10) thereof or another available exemption.

Mutual Conditions Precedent. The respective obligations of the Parties hereto to consummate complete the transactions contemplated hereby, and in particular the Amalgamation, are Arrangement shall be subject to the satisfaction, on or before the Effective Date or such other time specifiedClosing Time, of the following conditionsconditions precedent, any each of which may only be waived by the mutual consent of such parties without prejudice to their right to rely on any other of such conditionsHoldings and 724 Solutions: (a) the Articles Arrangement Resolution shall have been approved by the Requisite Vote; (b) the Arrangement shall have been approved at the Meeting in accordance with any conditions in addition to those set out in Section 5.1(a) which may be imposed by the Interim Order; (c) 724 Solutions shall have obtained the articles of Amalgamation filed with continuance from the Registrar shall be Director in a form and substance satisfactory to each of RDT 724 Solutions and ACMEHoldings, acting reasonably; (bd) the Effective Date Interim Order and the Final Order shall be each have been obtained on or prior terms consistent with this Agreement and in a form satisfactory to the Outside DateParties, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to such Parties, acting reasonably, on appeal or otherwise; (ce) all required regulatorythe Articles of Arrangement shall be in content consistent with this Agreement and in form satisfactory to the Parties acting reasonably; (f) there shall not be in force any Law, governmental final and third party approvalsnon-appealable injunction, waivers and consents in respect order or decree prohibiting, restraining or enjoining the consummation of the completion of Arrangement; (g) the Amalgamation Regulatory Approvals shall have been obtained or satisfied on terms and conditions satisfactory to RDT and ACME, each the Parties acting reasonably, including, without limitation, all applicable statutory and regulatory waiting periods ; and (h) this Agreement shall have expired or not have been terminated and no unresolved material objection or opposition shall have been filed, initiated or made during any applicable statutory regulatory period, including, without limitation, Exchange approval for the transactions contemplated by this Agreement and the listing of the ACME Shares issuable pursuant to the Amalgamation on the Exchange, each in form and substance satisfactory to ACME and RDT, acting reasonably;Article 6.

Mutual Conditions Precedent. The respective obligations of the Parties hereto to consummate complete the transactions contemplated hereby, and in particular the Amalgamation, are hereby shall be subject to the satisfaction, on or before the Effective Date or such other time specifiedDate, of each of the following conditions, any of which may be waived by the mutual consent of such parties without prejudice to their right to rely on any other of such conditions: (a) the Articles of Amalgamation filed Arrangement, with or without amendment, and the transactions contemplated thereby shall have been approved by the Shareholders at the Meeting in accordance with the Registrar Interim Order; (b) the Final Order shall have been granted by the Court, which order shall reflect the intent of the Parties as expressed by this Agreement and shall be in form and substance satisfactory to each of RDT and ACMEthe Parties, acting reasonably; (b) the Effective Date shall be on or prior reasonably and having regard to the Outside Datethis Agreement; (c) all required regulatorythe Final Order, governmental and third party approvalstogether with the Articles of Arrangement, waivers and consents in respect of the completion of the Amalgamation shall have been obtained on terms received and conditions satisfactory to RDT and ACMEaccepted by the Director; (d) there shall not be in force any order or decree of a court of competent jurisdiction, each acting reasonablyany federal, includingprovincial, without limitationmunicipal or other governmental department or any commission, all applicable statutory and board, agency or regulatory waiting periods shall have expired body restraining, interfering with or have been terminated and no unresolved material objection or opposition shall have been filed, initiated or made during any applicable statutory regulatory period, including, without limitation, Exchange approval for enjoining the consummation of the transactions contemplated by this Agreement and including, without limitation, the listing of Arrangement; (e) each person (other than the ACME Shares issuable Parties) that is to do any act or thing contemplated in the Arrangement shall have agreed to do each such act or thing pursuant to an agreement with the Amalgamation on the Exchangeappropriate Party or Parties, each in form and substance satisfactory to ACME and RDT, acting reasonablythe Parties; (f) the Parties shall have received all required regulatory approvals in respect of the Arrangement; (g) the Merger Plan shall not have been terminated pursuant to section 7.1 thereof; and (h) this Agreement shall not have been terminated pursuant to section 6.4 or section 6.5.

Mutual Conditions Precedent. The respective obligations of the Parties hereto to consummate complete the transactions contemplated hereby, and in particular the Amalgamation, Arrangement are subject to the satisfaction, fulfillment of each of the following conditions precedent on or before the Effective Date or such other time specifiedTime, of the following conditions, any each of which may only be waived by with the mutual consent of such parties without prejudice to their right to rely on any other of such conditionsthe Parties: (a) the Articles of Amalgamation filed Requisite Approval shall have been obtained at the Company Meeting in accordance with the Registrar shall be in form and substance satisfactory to each of RDT and ACME, acting reasonablyInterim Order; (b) the Effective Date Interim Order and the Final Order shall be each have been obtained on terms consistent with this Agreement, and shall not have been set aside or prior modified in a manner unacceptable to Parent or the Outside DateCompany, acting reasonably, on appeal or otherwise; (c) all required regulatoryno Governmental Entity shall have enacted, governmental issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect and third party approvals, waivers and consents in respect has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the completion of Arrangement; (d) the Amalgamation Regulatory Approvals shall have been obtained on terms and conditions satisfactory to RDT and ACME, each acting reasonably, including, without limitation, all applicable statutory and regulatory waiting periods in accordance with Section 5.5(d); (e) Parent shall have expired or have been terminated and no unresolved material objection or opposition shall have been filed, initiated or made during any applicable statutory regulatory period, including, without limitation, Exchange approval for delivered evidence to the transactions contemplated by this Agreement and Company that the listing of the ACME Parent Shares issuable pursuant to the Amalgamation Arrangement shall at the Effective Time be approved for listing on the ExchangeASX and, each if required, POMSoX; (f) the Parent Shares to be issued pursuant to the Arrangement have been allotted by the Parent Board conditional only on completion of the Arrangement and that such Parent Shares shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof or another available exemption; and (g) the CVR Agreement shall have been duly executed and delivered by Parent and the Trustee (or, if agreed by the parties in form accordance with Section 2.15, an alternative definitive agreement providing for the terms of the CVRs shall have been duly executed and substance satisfactory to ACME delivered by the parties thereto) and RDT, acting reasonably;shall be in full force and effect.

Mutual Conditions Precedent. The respective obligations of the Parties hereto to consummate complete the transactions contemplated hereby, and in particular the Amalgamation, Arrangement are subject to the satisfaction, fulfillment of each of the following conditions precedent on or before the Effective Date or such other time specifiedTime, of the following conditions, any each of which may only be waived by with the mutual consent of such parties without prejudice to their right to rely on any other of such conditionsthe Parties: (a) the Arrangement Resolution shall have been approved and adopted by the Aastra Shareholders at the Aastra Meeting in accordance with the Interim Order; (b) the Mitel Shareholder Approval shall have been obtained; (c) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Aastra and Mitel, acting reasonably, on appeal or otherwise; (d) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement; (e) the Articles of Amalgamation Arrangement to be filed with the Registrar Director in accordance with this Agreement shall be in form and substance satisfactory acceptable to each of RDT and ACMEthe Parties, acting reasonably; (bf) the Effective Date shall be on or prior to receipt of Investment Canada Approval and the Outside DateFrench Determination, in each case without an Unreasonable Condition; (cg) all required regulatorythe Consideration Shares and the Option Shares shall, governmental and third party approvalssubject to customary conditions, waivers and consents in respect of the completion of the Amalgamation shall have been obtained approved for listing on terms and conditions satisfactory to RDT and ACME, each acting reasonably, including, without limitation, all applicable statutory and regulatory waiting periods shall have expired or have been terminated and no unresolved material objection or opposition shall have been filed, initiated or made during any applicable statutory regulatory period, including, without limitation, Exchange approval for the transactions contemplated by this Agreement TSX and the listing of NASDAQ; and (h) the ACME Consideration Shares issuable to be issued pursuant to the Amalgamation on Arrangement shall be exempt from the Exchange, each in form and substance satisfactory registration requirements of the U.S. Securities Act pursuant to ACME and RDT, acting reasonably;Section 3(a)(10) thereof.

Mutual Conditions Precedent. The respective obligations of the Parties hereto parties to consummate complete the transactions contemplated hereby, and in particular the Amalgamation, Arrangement are subject to the satisfaction, fulfillment of each of the following conditions precedent on or before the Effective Date or such other time specifiedDate, of the following conditions, any each of which may only be waived by in whole or in part with the mutual consent of such parties without prejudice to their right to rely on any other of such conditionsthe parties: (a) the Articles of Amalgamation filed Arrangement Resolution shall have been approved and adopted by the Securityholders at the Meeting in accordance with the Registrar shall be in form and substance satisfactory to each of RDT and ACME, acting reasonablyInterim Order; (b) the Effective Date Interim Order and the Final Order shall be each have been obtained on terms consistent with this Agreement and shall not have been set aside or prior modified in a manner unacceptable to the Outside DateCompany or the Acquiror, acting reasonably, on appeal or otherwise; (c) all required regulatoryno Regulatory Authority shall have enacted, governmental issued, promulgated, enforced or entered any Law which is then in effect and third party approvals, waivers and consents in respect has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the completion of Arrangement; (d) the Amalgamation Regulatory Approvals shall have been obtained on terms and conditions satisfactory to RDT and ACMEthe Acquiror, each acting reasonably, includingand there shall be no appeal, without limitationstop-order, all applicable statutory and regulatory waiting periods shall have expired stay or have been terminated and no unresolved material objection revocation or opposition shall have been filedproceeding seeking an appeal, initiated stop-order, stay or made during any applicable statutory regulatory period, including, without limitation, Exchange approval for the transactions contemplated by this Agreement and the listing revocation of the ACME Regulatory Approvals; (e) the issuance of Acquiror Shares issuable pursuant to the Amalgamation on Arrangement shall be exempt from registration requirements under the Exchange, each U.S. Securities Act pursuant to section 3(a)(10) thereof and the registration and qualification requirements of all applicable state securities laws; and (f) this Agreement shall not have been terminated in form and substance satisfactory to ACME and RDT, acting reasonably;accordance with its terms.

Mutual Conditions Precedent. The respective obligations of the Parties hereto to consummate complete the transactions contemplated hereby, and in particular the Amalgamation, Arrangement are subject to the satisfaction, fulfillment of each of the following conditions precedent on or before the Effective Date or such other time specifiedTime, of the following conditions, any each of which may only be waived by with the mutual consent of such parties without prejudice to their right to rely on any other of such conditionsthe Parties: (a) the Articles of Amalgamation filed Arrangement Resolution shall have been duly approved by Greenbrook Shareholders at the Greenbrook Meeting in accordance with the Registrar shall be in form Interim Order and substance satisfactory to each of RDT and ACME, acting reasonablyapplicable Law; (b) the Effective Date Neuronetics Key Resolutions shall be on or prior to have been duly approved by Neuronetics Stockholders at the Outside DateNeuronetics Meeting in accordance with applicable Law; (c) all required regulatory, governmental the Interim Order and third party approvals, waivers and consents in respect of the completion of the Amalgamation Final Order shall each have been obtained on terms consistent with this Agreement and conditions satisfactory in form and substance acceptable to RDT each of Neuronetics and ACMEGreenbrook, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to either Greenbrook or Neuronetics, each acting reasonably, including, without limitation, all applicable statutory and regulatory waiting periods on appeal or otherwise; (d) no Governmental Entity shall have expired enacted, issued, promulgated, enforced or have been terminated entered any Order or Law which is then in effect and no unresolved material objection has the effect of making the Arrangement illegal or opposition otherwise preventing or prohibiting consummation of the Arrangement; (e) the Neuronetics Shares shall remain listed on the NASDAQ, and the NASDAQ shall have been filedcompleted its review of, initiated or made during any applicable statutory regulatory periodand raised no objections to, including, without limitation, Exchange approval for the issuance of the Consideration Shares and the other transactions contemplated by the Arrangement and this Agreement and Agreement; and (f) the listing of the ACME Consideration Shares issuable to be issued pursuant to the Amalgamation on Arrangement shall be exempt from the Exchange, each in form registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof and substance satisfactory to ACME and RDT, acting reasonably;applicable U.S. state securities laws (or Neuronetics shall have complied with any U.S. state securities laws for which no such 3(a)(10)-equivalent exemption is available).

Mutual Conditions Precedent. The respective obligations of the Parties hereto to consummate the transactions contemplated hereby, and in particular the Amalgamation, herein are subject to the satisfaction, on or before the Effective Date or such other time specifiedClosing Date, of the following conditions, conditions any of which may be waived by the mutual consent of such parties the Parties without prejudice to their right rights to rely on any other of such conditions: (a) the Articles shareholders of Amalgamation filed the Purchaser shall have approved the creation of the Consideration Shares in accordance with the Registrar provisions of the Business Corporations Act (British Columbia); (b) there shall not exist any prohibition under Applicable Laws against the consummation of the Transaction; (c) there shall not be in form force any order or decree restraining or enjoining the consummation of the Transaction; (d) all Consents, orders and substance approvals, including, without limitation, shareholder, stock exchange, and regulatory approvals, required or necessary or desirable for the completion of the Transaction shall have been obtained or received from the persons having jurisdiction in the circumstances, all on terms satisfactory to each of RDT and ACMEthe Parties, acting reasonably; (be) since the Effective Date shall be on or prior date hereof to the Outside Closing Date; , no Applicable Laws or proposed Applicable Laws, any change in any Applicable Laws, or the interpretation or enforcement of any Applicable Laws shall have been introduced, enacted or announced (c) all required regulatoryincluding the introduction, governmental and third party approvalsenactment or announcement of any Applicable Laws respecting taxes or the Environment or any change therein or in the interpretation or enforcement thereof), waivers and consents in respect the effect of which will be to prevent or materially impair the completion of the Amalgamation transactions contemplated herein; and (f) this Agreement shall have been obtained on terms and conditions satisfactory to RDT and ACME, each acting reasonably, including, without limitation, all applicable statutory and regulatory waiting periods shall have expired or not have been terminated and no unresolved material objection or opposition shall have been filed, initiated or made during any applicable statutory regulatory period, including, without limitation, Exchange approval for the transactions contemplated by this Agreement and the listing of the ACME Shares issuable pursuant to the Amalgamation on the Exchange, each in form and substance satisfactory to ACME and RDT, acting reasonably;accordance with Section 12.01.

Mutual Conditions Precedent. The respective obligations of the Parties hereto to consummate complete the transactions contemplated hereby, and in particular the Amalgamation, Arrangement are subject to the satisfaction, fulfillment of each of the following conditions precedent on or before the Effective Date or such other time specifiedTime, of the following conditions, any each of which may only be waived by in whole or in part with the mutual consent of such parties without prejudice to their right to rely on any other of such conditionsthe Parties: (a) the Articles of Amalgamation filed Arrangement Resolution shall have been approved and adopted by the Company Shareholders at the Company Meeting in accordance with the Registrar shall be in form and substance satisfactory to each of RDT and ACME, acting reasonablyInterim Order; (b) the Effective Date Interim Order and the Final Order shall be each have been obtained on terms consistent with this Agreement, and shall not have been set aside or prior modified in a manner unacceptable to the Outside DateCompany and ▇▇▇▇▇▇, acting reasonably, on appeal or otherwise; (c) all required regulatoryno Governmental Entity shall have enacted, governmental issued, promulgated, enforced or entered any Law which is then in effect and third party approvals, waivers and consents in respect has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the completion Arrangement; (d) the Consideration Shares shall be exempt from the registration requirements of the Amalgamation U.S. Securities Act pursuant to Section 3(a)(10) thereof and the prospectus requirements of the Securities Act; (e) either (a) the Consideration Shares have not been offered to the public in the United Kingdom in circumstances requiring a prospectus to be made available to the public in accordance with section 85(1) of the United Kingdom Financial Services and Markets Act 2000 (the “FSMA”); or (b) a prospectus prepared in accordance with the Prospectus Rules of the United Kingdom Financial Services Authority (the “FSA”) made under section 73A of the FSMA and approved by the FSA under section 87A of the FSMA has been filed with the FSA in accordance with Rule 3.2 of the Prospectus Rules prior to any such offer to the public; (f) Competition Act Approval shall have been obtained on terms and conditions satisfactory to RDT and ACME, each acting reasonably, including, without limitation, all applicable statutory and regulatory waiting periods shall have expired or have been terminated and no unresolved material objection or opposition obtained; (g) HSR Approval shall have been filed, initiated or made during any applicable statutory regulatory period, including, without limitation, Exchange approval for the transactions contemplated by this Agreement and the listing of the ACME Shares issuable pursuant to the Amalgamation on the Exchange, each in form and substance satisfactory to ACME and RDT, acting reasonably;obtained; and (h) Investment Canada Act Approval shall have been obtained.

Mutual Conditions Precedent. The respective obligations of the Parties hereto to consummate complete the transactions contemplated hereby, and in particular the Amalgamation, Arrangement are subject to the satisfaction, fulfillment of each of the following conditions precedent on or before the Effective Date or such other time specifiedTime, of the following conditions, any each of which may only be waived by with the mutual consent of such parties without prejudice to their right to rely on any other of such conditionsthe Parties: (a) the Articles of Amalgamation filed Arrangement Resolution shall have been approved and adopted by the Company Shareholders at the Company Meeting in accordance with the Registrar shall be in form and substance satisfactory to each of RDT and ACME, acting reasonablyInterim Order; (b) the Effective Date Interim Order and the Final Order shall be each have been obtained on terms consistent with this Agreement and in form and substance acceptable to each of the Purchaser and the Company, acting reasonably, and shall not have been set aside or prior modified in a manner unacceptable to either the Outside DateCompany or the Purchaser, each acting reasonably, on appeal or otherwise; (c) all required regulatory, governmental and third party approvals, waivers and consents in respect of the completion of the Amalgamation Required Regulatory Approvals shall have been obtained on terms and conditions satisfactory obtained; (d) the Consideration Shares to RDT and ACME, each acting reasonably, including, without limitation, all applicable statutory and regulatory waiting periods be issued pursuant to the Arrangement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof; (e) no Governmental Entity of competent jurisdiction located in a jurisdiction where the Company has material assets shall have expired enacted, issued, promulgated, enforced or have been terminated entered any Order or Law which is then in effect and no unresolved material objection has the effect of making the Arrangement illegal or opposition shall have been filed, initiated otherwise preventing or made during any applicable statutory regulatory period, including, without limitation, Exchange prohibiting consummation of the Arrangement; and (f) conditional approval for the transactions contemplated by this Agreement and of the listing of the ACME Consideration Shares issuable pursuant to the Amalgamation Arrangement on the Exchange, each in form and substance satisfactory to ACME and RDT, acting reasonably;TSX shall have been obtained by the Purchaser.

Mutual Conditions Precedent. The respective obligations of Parties are not required to complete the Parties hereto to consummate the transactions contemplated hereby, and in particular the Amalgamation, are subject to the satisfaction, on or before the Effective Date or such other time specified, Arrangement unless each of the following conditionsconditions is satisfied on or prior to the Effective Time, any of which conditions may only be waived waived, in whole or in part, by the mutual consent of such parties without prejudice to their right to rely on any other of such conditionsthe Parties: (a) the Articles of Amalgamation filed Arrangement Resolution has been approved at the Company Meeting in accordance with the Registrar shall be in form and substance satisfactory to each of RDT and ACME, acting reasonablyInterim Order; (b) the Effective Date shall be Interim Order and the Final Order have each been obtained on terms consistent with this Agreement, and have not been set aside or prior modified in a manner unacceptable to any of the Outside DateParties, each acting reasonably, on appeal or otherwise; (c) all required regulatoryno Law is in effect which prevents, governmental and third party approvals, waivers and consents in respect of prohibits or makes the completion of the Amalgamation Arrangement illegal or otherwise prohibits or enjoins the Company or the Purchaser Parties from completing the Arrangement; (d) the Key Regulatory Approvals (other than the Foreign Antitrust and Investment Law Approvals) have been received or obtained and are in full force and effect; (e) the Exchange Approval has been received and is in full force and effect and any registration statement(s) required to be filed and declared effective by the SEC to obtain the Exchange Approval or in connection with any Alternative Structure in accordance with Section 2.14, shall have been obtained on terms declared effective by the SEC under applicable law and conditions remain effective (and to the extent required or advisable in connection with any Alternative Structure in accordance with Section 2.14, the applicable offer period and any extensions thereof required by applicable securities laws shall have expired); and (f) the Articles of Arrangement to be filed with the Registrar under the ABCA in accordance with the Arrangement shall be in a form and content satisfactory to RDT the Company and ACMEthe Purchaser Parties, each acting reasonably, including, without limitation, all applicable statutory and regulatory waiting periods shall have expired or have been terminated and no unresolved material objection or opposition shall have been filed, initiated or made during any applicable statutory regulatory period, including, without limitation, Exchange approval for the transactions contemplated by this Agreement and the listing of the ACME Shares issuable pursuant to the Amalgamation on the Exchange, each in form and substance satisfactory to ACME and RDT, acting reasonably;.

Mutual Conditions Precedent. The respective obligations of the Parties hereto to consummate complete the Arrangement and the transactions contemplated hereby, and in particular by the Amalgamation, Plan of Arrangement are subject to the satisfaction, satisfaction on or before the Effective Date or such other time specified, of the following conditions, any of which may be waived by are for the mutual consent benefit of such parties without prejudice to their right to rely on any other of such conditionsAcquisition Sub, Parent and Target: (a) no Governmental Authority shall have enacted, issued, promulgated, enforced, made, entered, issued or applied any Applicable Law (whether temporary, preliminary or permanent) including a cease trade order or other prohibition or order that makes the Articles Arrangement illegal or otherwise directly or indirectly enjoins, restrains or otherwise prohibits consummation of Amalgamation filed with the Registrar shall be Arrangement or the other transactions contemplated herein or in form and substance satisfactory to each the Plan of RDT and ACME, acting reasonablyArrangement; (b) the Effective Date Regulatory Approvals, Shareholder Approval and the Final Order shall be on or prior to the Outside Datehave been obtained; (c) all required regulatory, governmental and third party approvals, waivers and consents in respect the Articles of the completion of the Amalgamation Arrangement shall have been obtained on terms filed with the Director and conditions satisfactory to RDT and ACME, each acting reasonably, including, without limitation, all applicable statutory and regulatory waiting periods shall have expired or have been terminated and no unresolved material objection or opposition a certificate of arrangement shall have been filedissued by the Director in respect thereof; (d) the distribution, initiated or made during any applicable statutory regulatory periodoffer, including, without limitation, Exchange approval for the transactions contemplated by this Agreement sale and the listing issuance of the ACME Shares issuable securities pursuant to the Amalgamation on Arrangement shall be exempt from the Exchangeprospectus and registration requirements of applicable Canadian securities laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian securities laws; and (e) the distribution, each in form offer, sale and substance satisfactory issuance of securities pursuant to ACME and RDT, acting reasonably;the Arrangement shall not require registration under (i) the Securities Act pursuant to the Section 3(a)(10) Exemption or (ii) any state securities laws.

Mutual Conditions Precedent. The respective obligations of the Parties hereto to consummate complete the transactions contemplated hereby, and in particular the Amalgamation, Arrangement are subject to the satisfactionfulfillment, on or before the Effective Date or such other time specifiedTime, of each of the following conditionsconditions precedent, any each of which may only be waived by with the mutual consent of such parties without prejudice to their right to rely on any other of such conditionsthe Parties: (a) the Articles of Amalgamation filed Arrangement Resolution shall have been approved and adopted by the L▇▇▇▇▇ Shareholders at the L▇▇▇▇▇ Meeting in accordance with the Registrar shall be in form and substance satisfactory to each of RDT and ACME, acting reasonablyInterim Order; (b) the Effective Date Interim Order and the Final Order shall be each have been obtained on terms consistent with this Agreement, and shall not have been set aside or prior modified in a manner unacceptable to the Outside DateL▇▇▇▇▇ and HudBay, acting reasonably, on appeal or otherwise; (c) all required regulatorythere shall not exist any prohibition at Law, governmental and third party approvalsincluding a cease trade order, waivers and consents in respect injunction or other prohibition or order at Law or under applicable legislation, against HudBay or L▇▇▇▇▇ which shall prevent the consummation of the completion Arrangement; (d) HudBay Shares to be issued in the United States pursuant to the Arrangement shall be exempt from registration requirements under the U.S. Securities Act pursuant to Section 3(a)(10) of the Amalgamation U.S. Securities Act; provided, however, that L▇▇▇▇▇ shall have been obtained not be entitled to rely on terms and conditions satisfactory the provisions of this Section 6.1(d) in failing to RDT and ACME, each acting reasonably, including, without limitation, all applicable statutory and regulatory waiting periods shall have expired or have been terminated and no unresolved material objection or opposition shall have been filed, initiated or made during any applicable statutory regulatory period, including, without limitation, Exchange approval for complete the transactions contemplated by this Agreement and in the listing event that L▇▇▇▇▇ fails to advise the Court prior to the hearing in respect of the ACME Shares issuable Final Order, as required by the terms of the foregoing exemptions, that HudBay will rely on the foregoing exemption based on the Court’s approval of the transaction; (e) the Key Regulatory Approvals shall have been obtained; and (f) this Agreement shall not have been terminated pursuant to the Amalgamation on the Exchange, each in form and substance satisfactory to ACME and RDT, acting reasonably;Article 8.

Mutual Conditions Precedent. The respective obligations of the Parties hereto to consummate complete the transactions contemplated hereby, and in particular the Amalgamation, by this Agreement are subject to the satisfactionfulfillment or waiver, on or before the Effective Date or such other time specifiedTime, of each of the following conditionsconditions precedent, any each of which may only be waived by with the mutual consent of such parties without prejudice to their right to rely on any other of such conditionsthe Parties: (a) the Articles of Amalgamation filed Arrangement Resolution shall have received the Requisite Approval at the Company Meeting in accordance with the Registrar shall be in form and substance satisfactory to each of RDT and ACME, acting reasonablyInterim Order; (b) the Effective Date Interim Order and the Final Order shall be each have been obtained on terms consistent with the Agreement, and shall not have been set aside or prior modified in a manner unacceptable to the Outside DateCompany and Acquireco, acting reasonably, on appeal or otherwise; (c) all required regulatory, governmental and third party approvals, waivers and consents the Continuance Resolution shall have been approved by two-thirds of the votes cast in respect of the completion Continuance Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting, and the Company shall have obtained the Articles of the Amalgamation Continuance; (d) no statute, rule, regulation or order shall have been obtained on terms and conditions satisfactory to RDT and ACME, each acting reasonably, including, without limitation, all applicable statutory and regulatory waiting periods enacted or temporary or permanent restraining order or preliminary or permanent injunction or other order shall have expired been entered or issued, by any Government Authority in each case that has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement; and (e) this Agreement shall not have been terminated and no unresolved material objection or opposition shall have been filed, initiated or made during any applicable statutory regulatory period, including, without limitation, Exchange approval for the transactions contemplated by this Agreement and the listing of the ACME Shares issuable pursuant to the Amalgamation on the Exchange, each in form and substance satisfactory to ACME and RDT, acting reasonably;accordance with its terms.

Mutual Conditions Precedent. The respective obligations of the Parties hereto to consummate complete the Amalgamation and the other transactions contemplated hereby, and in particular the Amalgamation, are by this Agreement shall be subject to the satisfaction, on or before the Effective Date or such other time specifiedTime, of the following conditionsconditions precedent, any each of which may be waived only by the mutual consent of such parties without prejudice to their right to rely on any other of such conditionsMTY and Imvescor: (a) 6.1.1 the Articles of Amalgamation filed with the Registrar shall be in form and substance satisfactory to each of RDT and ACME, acting reasonably; (b) the Effective Date shall be on or prior to the Outside Date; (c) all required regulatory, governmental and third party approvals, waivers and consents Required Shareholder Approval in respect of the completion of Amalgamation Resolution shall have been obtained; 6.1.2 the Amalgamation Regulatory Approvals shall have been obtained on terms and conditions satisfactory each such Regulatory Approval is in force and has not been modified in a manner that is unacceptable to RDT and ACMEthe Parties; 6.1.3 no applicable Law (whether temporary, each acting reasonably, including, without limitation, all applicable statutory and regulatory waiting periods preliminary or permanent) shall be in effect that makes the consummation of the Amalgamation illegal or otherwise prohibits or enjoins Imvescor or MTY from consummating the Amalgamation or any of the other transaction contemplated by this Agreement; 6.1.4 no proceeding of a judicial or administrative nature shall have expired been taken under any applicable Law or have been terminated and no unresolved material objection by Governmental Entity that prohibits or opposition shall enjoins the consummation of the Amalgamation; and 6.1.5 If required to have been filed, initiated as determined in accordance with Section 2.8 hereof, the Form F-8 or made during any applicable statutory regulatory periodF-80, includingas applicable, without limitation, Exchange approval for regarding the transactions contemplated by this Agreement offering and the listing issuance of the ACME MTY Shares issuable pursuant to US holders of Imvescor Shares in connection with the Amalgamation on has been declared effective , shall not have been withdrawn, and no stop order suspending the Exchange, each effectiveness of such registration statement shall be in form and substance satisfactory to ACME and RDT, acting reasonably;effect.

Mutual Conditions Precedent. The respective obligations of the Parties hereto to consummate complete the transactions contemplated hereby, and in particular the Amalgamation, Arrangement are subject to the satisfaction, fulfillment of each of the following conditions precedent on or before the Effective Date or such other time specifiedTime, of the following conditions, any each of which may only be waived by with the mutual consent of such parties without prejudice to their right to rely on any other of such conditionsthe Parties: (a) the Articles of Amalgamation filed Requisite Approval shall have been obtained at the Company Meeting in accordance with the Registrar shall be in form and substance satisfactory to each of RDT and ACME, acting reasonablyInterim Order; (b) the Effective Date Interim Order and the Final Order shall be each have been obtained on terms consistent with this Agreement, and shall not have been set aside or prior modified in a manner unacceptable to Parent or the Outside DateCompany, acting reasonably, on appeal or otherwise; (c) all required regulatoryno Governmental Entity shall have enacted, governmental issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect and third party approvals, waivers and consents in respect has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the completion of Arrangement; (d) the Amalgamation Regulatory Approvals shall have been obtained on terms and conditions satisfactory to RDT and ACME, each acting reasonably, including, without limitation, all applicable statutory and regulatory waiting periods in accordance with Section 5.5(d); (e) Parent shall have expired or have been terminated and no unresolved material objection or opposition shall have been filed, initiated or made during any applicable statutory regulatory period, including, without limitation, Exchange approval for delivered evidence to the transactions contemplated by this Agreement and Company that the listing of the ACME Parent Shares issuable pursuant to the Amalgamation Arrangement shall at the Effective Time be approved for listing on the ExchangeNYSE, each subject to official notice of issuance; (f) the Parent Shares to be issued pursuant to the Arrangement have been allotted by the Parent Board conditional only on completion of the Arrangement and that such Parent Shares shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof or another available exemption; and (g) the CRP Agreement shall have been duly executed and delivered by Parent and the Escrow Agent appointed thereunder and shall be in form full force and substance satisfactory to ACME and RDT, acting reasonably;effect.

Mutual Conditions Precedent. The respective obligations of the Parties hereto to consummate complete the transactions contemplated herebyby this Agreement, and in particular including the AmalgamationArrangement, are subject to the satisfactionfulfillment, on or before the Effective Date or such other time specifiedTime, of each of the following conditionsconditions precedent, any each of which may be waived by waived, in whole or in part, only with the mutual consent of such parties without prejudice to their right to rely on any other of such conditionsGMIN and Reunion Gold: (a) the Articles of Amalgamation filed Reunion Gold Securityholder Approval shall have been obtained at the Reunion Gold Meeting in accordance with the Registrar shall be in form and substance satisfactory to each of RDT and ACME, acting reasonablyInterim Order; (b) the Effective Date GMIN Shareholder Approval shall be on or prior to have been obtained at the Outside DateGMIN Meeting in accordance with applicable Law; (c) all required regulatory, governmental the Interim Order and third party approvals, waivers and consents in respect of the completion of the Amalgamation Final Order shall each have been obtained on terms consistent with this Agreement; (d) there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, and conditions satisfactory to RDT and ACME, each acting reasonably, including, without limitation, all applicable statutory and regulatory waiting periods there shall have expired or not have been terminated any action taken under any Law or by any Governmental Entity, that makes it illegal or otherwise directly or indirectly restrains, enjoins, prevents or prohibits the consummation of the Arrangement; (e) the New Parent Shares, Reunion Gold Class B Shares, Spinco Consideration Shares, Replacement Reunion Gold Option, Replacement Options and no unresolved material objection or opposition Replacement Spinco Options to be issued under the Arrangement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; and (f) the Stock Exchange Approval shall have been filed, initiated or made during any applicable statutory regulatory period, including, without limitation, Exchange approval for the transactions contemplated by this Agreement and the listing of the ACME Shares issuable pursuant to the Amalgamation on the Exchange, each in form and substance satisfactory to ACME and RDT, acting reasonably;obtained.

Mutual Conditions Precedent. The respective obligations of the Parties hereto to consummate complete the transactions contemplated hereby, and in particular the Amalgamation, Arrangement are subject to the satisfactionfulfillment, on or before the Effective Date or such other time specifiedTime, of each of the following conditionsconditions precedent, any each of which may only be waived by with the mutual consent of such parties without prejudice to their right to rely on any other of such conditionsthe Parties: (a) the Articles of Amalgamation filed Arrangement Resolution shall have been approved and adopted by the ▇▇▇▇▇▇ Shareholders at the ▇▇▇▇▇▇ Meeting in accordance with the Registrar shall be in form and substance satisfactory to each of RDT and ACME, acting reasonablyInterim Order; (b) the Effective Date Interim Order and the Final Order shall be each have been obtained on terms consistent with this Agreement, and shall not have been set aside or prior modified in a manner unacceptable to the Outside Date▇▇▇▇▇▇ and HudBay, acting reasonably, on appeal or otherwise; (c) all required regulatorythere shall not exist any prohibition at Law, governmental and third party approvalsincluding a cease trade order, waivers and consents in respect injunction or other prohibition or order at Law or under applicable legislation, against HudBay or ▇▇▇▇▇▇ which shall prevent the consummation of the completion Arrangement; (d) HudBay Shares to be issued in the United States pursuant to the Arrangement shall be exempt from registration requirements under the U.S. Securities Act pursuant to Section 3(a)(10) of the Amalgamation U.S. Securities Act; provided, however, that ▇▇▇▇▇▇ shall have been obtained not be entitled to rely on terms and conditions satisfactory the provisions of this Section 6.1(d) in failing to RDT and ACME, each acting reasonably, including, without limitation, all applicable statutory and regulatory waiting periods shall have expired or have been terminated and no unresolved material objection or opposition shall have been filed, initiated or made during any applicable statutory regulatory period, including, without limitation, Exchange approval for complete the transactions contemplated by this Agreement and in the listing event that ▇▇▇▇▇▇ fails to advise the Court prior to the hearing in respect of the ACME Shares issuable Final Order, as required by the terms of the foregoing exemptions, that HudBay will rely on the foregoing exemption based on the Court’s approval of the transaction; (e) the Key Regulatory Approvals shall have been obtained; and (f) this Agreement shall not have been terminated pursuant to the Amalgamation on the Exchange, each in form and substance satisfactory to ACME and RDT, acting reasonably;Article 8.

Mutual Conditions Precedent. The respective obligations of the Parties hereto to consummate complete the Arrangement and the transactions contemplated hereby, and in particular by the Amalgamation, Plan of Arrangement are subject to the satisfaction, satisfaction on or before the Effective Date or such other time specified, of the following conditions, any of which may be waived by are for the mutual consent benefit of such parties without prejudice to their right to rely on any other of such conditionsBuyers, Parent and Sellers: (a) no Governmental Authority shall have enacted, issued, promulgated, enforced, made, entered, issued or applied any Applicable Law (whether - 102 - temporary, preliminary or permanent) including a cease trade order or other prohibition or order that makes the Articles Arrangement illegal or otherwise directly or indirectly enjoins, restrains or otherwise prohibits consummation of Amalgamation filed with the Registrar shall be Arrangement or the other transactions contemplated herein or in form and substance satisfactory to each the Plan of RDT and ACME, acting reasonablyArrangement; (b) the Effective Date Regulatory Approvals, Shareholder Approval and the Final Order shall be on or prior to the Outside Datehave been obtained; (c) all required regulatory, governmental and third party approvals, waivers and consents in respect the Articles of the completion of the Amalgamation Arrangement shall have been obtained on terms filed with the Director and conditions satisfactory to RDT and ACME, each acting reasonably, including, without limitation, all applicable statutory and regulatory waiting periods shall have expired or have been terminated and no unresolved material objection or opposition a certificate of arrangement shall have been filedissued by the Director in respect thereof; (d) the distribution, initiated or made during any applicable statutory regulatory periodoffer, including, without limitation, Exchange approval for the transactions contemplated by this Agreement sale and the listing issuance of the ACME Shares issuable securities pursuant to the Amalgamation on Arrangement shall be exempt from the Exchangeprospectus and registration requirements of applicable Canadian securities laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian securities laws; and (e) the distribution, each in form offer, sale and substance satisfactory issuance of securities pursuant to ACME and RDT, acting reasonably;the Arrangement shall not require registration under (i) the Securities Act pursuant to the Section 3(a)(10) Exemption or (ii) any state securities laws.

Mutual Conditions Precedent. The respective obligations of the Parties hereto to consummate complete the transactions contemplated hereby, Arrangement and in particular the Amalgamation, Contemplated Transactions are subject to the satisfactionfulfillment, on or before the Effective Date or such other time specifiedTime, of each of the following conditionsconditions precedent, any each of which may only be waived by with the mutual consent of such parties without prejudice to their right to rely on any other of such conditionsthe Parties: (a) the Articles of Amalgamation filed Arrangement Resolution shall have been approved and adopted by the Company Shareholders at the Meeting in accordance with the Registrar Interim Order and the holders of Company Securities other than Company Shares shall not be entitled to vote in form and substance satisfactory such capacity in respect of the Arrangement or, if so entitled pursuant to each the terms of RDT and ACMEthe Interim Order, acting reasonablyshall have approved the Arrangement at or prior to the Meeting; (b) the Effective Date Interim Order and the Final Order shall be each have been obtained on terms consistent with this Agreement, and shall not have been set aside or prior modified in a manner unacceptable to the Outside DateCompany or Purchaser, each acting reasonably, on appeal or otherwise; (c) all required regulatory, governmental and third party approvals, waivers and consents in respect each of the completion of the Amalgamation Key Regulatory Approvals shall have been obtained on terms and conditions satisfactory to RDT each such Key Regulatory Approval shall be in force and ACME, each acting reasonably, including, without limitation, all applicable statutory and regulatory waiting periods shall not have expired been modified or rescinded; (d) no Law shall be in effect that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the Company or the Purchaser from consummating the Arrangement; and (e) this Agreement shall not have been terminated and no unresolved material objection or opposition shall have been filed, initiated or made during any applicable statutory regulatory period, including, without limitation, Exchange approval in accordance with its terms. The foregoing conditions are for the transactions contemplated mutual benefit of Purchaser and Company and may be asserted by this Agreement and the listing Purchaser or Company regardless of the ACME Shares issuable pursuant circumstances and may be waived by either Party (with respect to the Amalgamation on the Exchangesuch Party) in its sole and absolute discretion, each in form whole or in part, at any time and substance satisfactory from time to ACME and RDT, acting reasonably;time without prejudice to any other rights which such Party may have.

Mutual Conditions Precedent. The respective obligations of the Parties hereto each party to consummate the transactions contemplated hereby, and in particular the Amalgamation, are subject to the satisfaction, on or before the Effective Date or such other time specified, of the following conditions, any of which may be waived by the mutual consent of such parties without prejudice to their right to rely on any other of such conditions: (a) the Articles of Amalgamation filed with the Registrar shall be in form and substance satisfactory to each of RDT and ACME, acting reasonably; (b) the Effective Date shall be on or prior to the Outside Date; (c) all required regulatory, governmental and third party approvals, waivers and consents in respect of the completion of the Amalgamation shall have been obtained on terms and conditions satisfactory to RDT and ACME, each acting reasonably, including, without limitation, all applicable statutory and regulatory waiting periods shall have expired or have been terminated and no unresolved material objection or opposition shall have been filed, initiated or made during any applicable statutory regulatory period, including, without limitation, Exchange approval for complete the transactions contemplated by this Agreement shall be subject to the satisfaction, at or before the Closing Date, of the following conditions precedent and the listing parties shall cause such conditions to be fulfilled insofar as they relate to matters within their respective control: 7.2.1 the Transaction Resolutions shall have been approved at the Fund Meeting as required by the Declaration of Trust; 7.2.2 there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, against the Purchasers or the Fund Parties which shall restrain, enjoin or otherwise prevent the consummation of the ACME Shares issuable Transaction, and no Governmental Entity shall have enacted, issued, promulgated or entered into any Law, or amended any existing Law, which has the effect of making the Transaction illegal or otherwise preventing its completion; 7.2.3 the Required Regulatory Approvals, the failure of which to obtain would prevent or make illegal the completion of the Transaction, shall have been obtained and any waiting period in respect of the Required Regulatory Approvals shall have expired or been terminated; and 7.2.4 this Agreement shall not have been terminated pursuant to Article 9. The foregoing conditions are for the Amalgamation mutual benefit of the parties hereto, and may be waived in respect of a party hereto, in whole or in part by such party hereto in writing at any time in its sole discretion. No party may rely on the Exchange, each failure to satisfy any of the above conditions precedent as a basis for non-compliance by such party of its obligations under this Agreement if any such conditions precedent would have been satisfied but for the material default by such party in form and substance satisfactory to ACME and RDT, acting reasonably;its compliance with its obligations hereunder.

Mutual Conditions Precedent. The respective obligations of the Parties hereto to consummate complete the Arrangement and the transactions contemplated hereby, and in particular by the Amalgamation, Plan of Arrangement are subject to the satisfaction, satisfaction on or before the Effective Date or such other time specified, of the following conditions, any of which may be waived by are for the mutual consent benefit of such parties without prejudice to their right to rely on any other of such conditionsBuyers, Parent and Sellers: (a) no Governmental Authority shall have enacted, issued, promulgated, enforced, made, entered, issued or applied any Applicable Law (whether temporary, preliminary or permanent) including a cease trade order or other prohibition or order that makes the Articles Arrangement illegal or otherwise directly or indirectly enjoins, restrains or otherwise prohibits consummation of Amalgamation filed with the Registrar shall be Arrangement or the other transactions contemplated herein or in form and substance satisfactory to each the Plan of RDT and ACME, acting reasonablyArrangement; (b) the Effective Date Regulatory Approvals, Shareholder Approval and the Final Order shall be on or prior to the Outside Datehave been obtained; (c) all required regulatory, governmental and third party approvals, waivers and consents in respect the Articles of the completion of the Amalgamation Arrangement shall have been obtained on terms filed with the Director and conditions satisfactory to RDT and ACME, each acting reasonably, including, without limitation, all applicable statutory and regulatory waiting periods shall have expired or have been terminated and no unresolved material objection or opposition a certificate of arrangement shall have been filedissued by the Director in respect thereof; (d) the distribution, initiated or made during any applicable statutory regulatory periodoffer, including, without limitation, Exchange approval for the transactions contemplated by this Agreement sale and the listing issuance of the ACME Shares issuable securities pursuant to the Amalgamation on Arrangement shall be exempt from the Exchangeprospectus and registration requirements of applicable Canadian securities laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian securities laws; and (e) the distribution, each in form offer, sale and substance satisfactory issuance of securities pursuant to ACME and RDT, acting reasonably;the Arrangement shall not require registration under (i) the Securities Act pursuant to the Section 3(a)(10) Exemption or (ii) any state securities laws.

Mutual Conditions Precedent. The respective obligations of the Parties hereto to consummate complete the transactions contemplated hereby, and in particular the Amalgamation, Arrangement are subject to the satisfaction, fulfillment of each of the following conditions precedent on or before the Effective Date or such other time specifiedTime, of the following conditions, any each of which may only be waived by with the mutual consent of such parties without prejudice to their right to rely on any other of such conditionsthe Parties: (a) the Articles of Amalgamation filed Class C Share Resolution and Arrangement Resolution shall have been approved and adopted by the Alpha Shareholders and Alpha Warrantholders, as applicable, at the Alpha Meeting, in accordance with the Registrar shall be in form and substance satisfactory to each of RDT and ACME, acting reasonablyInterim Order; (b) the Effective Date Interim Order and the Final Order shall be on each have been obtained in respect of the Arrangement in a form satisfactory to Crystal, acting reasonably, and shall not have been set aside or prior modified in any manner unacceptable to the Outside DateParties on appeal or otherwise; (c) all required regulatorythe Crystal Shareholder Resolutions shall have been approved and adopted by the Crystal Shareholders at the Crystal Meeting; (d) Crystal shall have received the TSX-V Approval; (e) the Concurrent Financing shall have been completed prior to, governmental and third party approvalsor will be completed concurrently with, waivers and consents in respect of the Closing; (f) on completion of the Amalgamation Transaction, Crystal shall have the capital structure substantially as set out in Schedule J; (g) the absence of any court or other order of any Governmental Entity and no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law which is then in effect, in each case, which has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement in accordance with the terms contemplated herein; and (h) all required Regulatory Approvals shall have been obtained on terms and conditions satisfactory to RDT and ACME, each acting reasonably, including, without limitation, all applicable statutory and regulatory waiting periods shall have expired or have been terminated and no unresolved material objection or opposition shall have been filed, initiated or made during any applicable statutory regulatory period, including, without limitation, Exchange approval for the transactions contemplated by this Agreement and the listing of the ACME Shares issuable pursuant to the Amalgamation on the Exchange, each in form and substance satisfactory to ACME and RDTParties, acting reasonably;.

Mutual Conditions Precedent. The respective obligations of the Parties hereto to consummate complete the transactions contemplated hereby, and in particular the Amalgamation, Arrangement are subject to the satisfaction, fulfillment of each of the following conditions precedent on or before the Effective Date or such other time specifiedTime, of the following conditions, any each of which may only be waived by with the mutual consent of such parties without prejudice to their right to rely on any other of such conditionsthe Parties: (a) the Articles of Amalgamation filed Arrangement Resolution shall have been approved and adopted by Whistler Shareholders at the Shareholder Meeting in accordance with the Registrar shall be in form and substance satisfactory to each of RDT and ACME, acting reasonablyInterim Order; (b) the Effective Date Interim Order and the Final Order shall be each have been obtained on terms consistent with this Agreement and in form and substance acceptable to each of Vail and Whistler, acting reasonably, and shall not have been set aside or prior modified in a manner unacceptable to the Outside Dateeither Whistler or Vail, each acting reasonably, on appeal or otherwise; (c) all required regulatoryno Governmental Entity shall have enacted, governmental issued, promulgated, enforced or entered any Order or Law which is then in effect and third party approvals, waivers and consents in respect has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the completion Arrangement; (d) the receipt of all Regulatory Approvals; (e) the Amalgamation shall have been obtained on terms and conditions satisfactory Vail Shares to RDT and ACME, each acting reasonably, including, without limitation, all applicable statutory and regulatory waiting periods shall have expired or have been terminated and no unresolved material objection or opposition shall have been filed, initiated or made during any applicable statutory regulatory period, including, without limitation, Exchange approval for the transactions contemplated by this Agreement and the listing of the ACME Shares issuable be issued pursuant to the Amalgamation Arrangement or upon the exchange of Exchangeable Shares shall, subject to customary conditions, have been approved for listing on the ExchangeNYSE; (f) the Exchangeable Shares to be issued pursuant to the Agreement shall, each in form subject to customary conditions, have been approved for listing on the TSX; and (g) the Vail Shares and substance satisfactory the Exchangeable Shares to ACME and RDT, acting reasonably;be issued pursuant to the Arrangement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof.

Mutual Conditions Precedent. The respective obligations of the Parties hereto to consummate complete the transactions contemplated hereby, and in particular the Amalgamation, by this Agreement are subject to the satisfactionfulfillment, on or before the Effective Date or such other time specifiedTime, of each of the following conditionsconditions precedent, any each of which may only be waived by with the mutual consent of such parties without prejudice to their right to rely on any other of such conditionsthe Parties: (a) the Articles of Amalgamation filed Interim Order and the Final Order shall each have been obtained on terms consistent with the Registrar this Agreement, and shall be not have been set aside or modified in form and substance satisfactory a manner unacceptable to each of RDT and ACME▇▇▇▇▇▇ or Acquiror, acting reasonably, on appeal or otherwise; (b) the Effective Date ▇▇▇▇▇▇ Shareholder Approval shall be on or prior to have been obtained at the Outside Date▇▇▇▇▇▇ Meeting in accordance with the Interim Order; (c) all required regulatory, governmental and third party approvals, waivers and consents in respect of the completion of the Amalgamation Acquiror Shareholder Approval shall have been obtained on terms and conditions satisfactory to RDT and ACMEat the Acquiror Meeting; (d) there shall not exist any prohibition at Law, each acting reasonablyincluding a cease trade order, includinginjunction or other prohibition or order at Law or under applicable legislation, without limitation, all applicable statutory and regulatory waiting periods against Acquiror or ▇▇▇▇▇▇ which shall prevent the consummation of the Arrangement; (e) the Key Regulatory Approvals shall have expired or been obtained; (f) this Agreement shall not have been terminated and no unresolved material objection or opposition shall have been filed, initiated or made during any applicable statutory regulatory period, including, without limitation, Exchange approval for in accordance with its terms; and (g) the transactions contemplated by this Agreement and the listing distribution of the ACME Shares issuable securities pursuant to the Amalgamation on Arrangement shall be exempt from the Exchange, prospectus and registration requirements of applicable Canadian securities laws either by virtue of exemptive relief from the securities regulatory authorities of each in form of the provinces of Canada or by virtue of applicable exemptions under Canadian securities laws and substance satisfactory shall not be subject to ACME and RDT, acting reasonably;resale restrictions under applicable Canadian securities laws (other than as applicable to control persons or pursuant to Section 2.6 of National Instrument 45-102).

Mutual Conditions Precedent. The respective obligations of the Parties hereto to consummate complete the transactions contemplated hereby, and in particular the Amalgamation, Arrangement are subject to the satisfaction, fulfillment of each of the following conditions precedent on or before the Effective Date or such other time specifiedTime, of the following conditions, any each of which may only be waived by with the mutual consent of such parties without prejudice to their right to rely on any other of such conditionsthe Parties: (a) the Articles of Amalgamation filed Arrangement Resolution shall have been approved and adopted by Instadose Shareholders at the Shareholder Meeting in accordance with the Registrar shall be in form and substance satisfactory to each of RDT and ACME, acting reasonablyInterim Order; (b) the Effective Date Interim Order and the Final Order shall be each have been obtained on terms consistent with this Agreement and in form and substance acceptable to each of MZKR and Instadose, acting reasonably, and shall not have been set aside or prior modified in a manner unacceptable to the Outside Dateeither Instadose or MZKR, each acting reasonably, on appeal or otherwise; (c) all required regulatoryno Governmental Entity shall have enacted, governmental issued, promulgated, enforced, or entered any Order or Law which is then in effect and third party approvals, waivers and consents in respect has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the completion Arrangement; (d) the MZKR Shares to be issued pursuant to the Arrangement shall be exempt from the registration requirements of the Amalgamation U.S. Securities Act pursuant to Section 3(a)(10) thereof; (e) the MZKR Shares to be issued pursuant to the Arrangement, other than to “affiliates” of MZKR, shall be issued without resale restrictions under the U.S Securities Act; (f) the MZKR Shares to be issued pursuant to the Arrangement shall, subject to customary conditions, have been approved for listing on the OTCQB; and (g) All Regulatory Approvals shall have been obtained on terms and conditions satisfactory to RDT and ACME, each acting reasonably, including, without limitation, all applicable statutory and regulatory waiting periods shall have expired or have been terminated and no unresolved material objection or opposition shall have been filed, initiated or made during any applicable statutory regulatory period, including, without limitation, Exchange approval for the transactions contemplated by this Agreement and the listing of the ACME Shares issuable pursuant to the Amalgamation on the Exchange, each in form and substance satisfactory to ACME and RDT, acting reasonably;obtained.

Mutual Conditions Precedent. The respective obligations of the Parties hereto to consummate complete the transactions contemplated hereby, and in particular the Amalgamation, Arrangement are subject to the satisfaction, fulfillment of each of the following conditions precedent on or before the Effective Date or such other time specifiedTime, of the following conditions, any each of which may only be waived by with the mutual consent of such parties without prejudice to their right to rely on any other of such conditionsthe Parties: (a) the Articles of Amalgamation filed Arrangement Resolution shall have been duly approved by Greenbrook Shareholders at the Greenbrook Meeting in accordance with the Registrar shall be in form Interim Order and substance satisfactory to each of RDT and ACME, acting reasonablyapplicable Law; (b) the Effective Date Neuronetics Key Resolutions shall be on or prior to have been duly approved by Neuronetics Stockholders at the Outside DateNeuronetics Meeting in accordance with applicable Law; (c) all required regulatory, governmental the Interim Order and third party approvals, waivers and consents in respect of the completion of the Amalgamation Final Order shall each have been obtained on terms consistent with this Agreement and conditions satisfactory in form and substance acceptable to RDT each of Neuronetics and ACMEGreenbrook, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to either Greenbrook or Neuronetics, each acting reasonably, including, without limitation, all applicable statutory and regulatory waiting periods on appeal or otherwise; ​ (d) no Governmental Entity shall have expired enacted, issued, promulgated, enforced or have been terminated entered any Order or Law which is then in effect and no unresolved material objection has the effect of making the Arrangement illegal or opposition otherwise preventing or prohibiting consummation of the Arrangement; (e) the Neuronetics Shares shall remain listed on the NASDAQ, and the NASDAQ shall have been filedcompleted its review of, initiated or made during any applicable statutory regulatory periodand raised no objections to, including, without limitation, Exchange approval for the issuance of the Consideration Shares and the other transactions contemplated by the Arrangement and this Agreement and Agreement; and (f) the listing of the ACME Consideration Shares issuable to be issued pursuant to the Amalgamation on Arrangement shall be exempt from the Exchange, each in form registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof and substance satisfactory to ACME and RDT, acting reasonably;applicable U.S. state securities laws (or Neuronetics shall have complied with any U.S. state securities laws for which no such 3(a)(10)-equivalent exemption is available).

Mutual Conditions Precedent. The respective obligations of the Parties hereto to consummate the transactions contemplated herebyby this Agreement, and in particular the Amalgamationcompletion of the Arrangement, are subject to the satisfaction, on or before the Effective Date Closing Date, or such other time specified, of the following conditions, any of which may be waived by the mutual consent of such parties without prejudice to their right to rely on any other of such conditions: : (a) the Interim Order shall have been granted in form and substance satisfactory to each of Cona and Pengrowth, acting reasonably, and such order shall not have been stayed, set aside or modified in a manner unacceptable to Cona or Pengrowth, acting reasonably, on appeal or otherwise; (b) the Shareholder Approval and the Secured Debtholder Approval shall have each been obtained; (c) on or prior to the Outside Date, the Final Order shall have been granted in form and substance satisfactory to each of Cona and Pengrowth, acting reasonably, and such order shall not have been stayed, set aside or modified in a manner unacceptable to Cona or Pengrowth, acting reasonably, on appeal or otherwise; (d) the Articles of Amalgamation Arrangement to be filed with the Registrar in accordance with the Arrangement shall be in form and substance satisfactory to each of RDT Cona and ACMEPengrowth, acting reasonably; ; and (be) the Effective Date shall be on or prior to the Outside Date; (c) all required regulatory, governmental and third party approvals, waivers and consents in respect of the completion of the Amalgamation Competition Act Approval shall have been obtained on terms and obtained. The foregoing conditions satisfactory to RDT and ACME, each acting reasonably, including, without limitation, all applicable statutory and regulatory waiting periods shall have expired or have been terminated and no unresolved material objection or opposition shall have been filed, initiated or made during any applicable statutory regulatory period, including, without limitation, Exchange approval are for the transactions contemplated by this Agreement and the listing mutual benefit of the ACME Shares issuable pursuant Parties and may be asserted by either Party regardless of the circumstances and may be waived by any Party (with respect to the Amalgamation on the Exchangesuch Party) in its sole discretion, each in form whole or in part, at any time and substance satisfactory from time to ACME and RDT, acting reasonably;time without prejudice to any other rights that such Party may have.

Mutual Conditions Precedent. The respective obligations of the Parties hereto parties to consummate complete the transactions contemplated hereby, and in particular the Amalgamation, Arrangement are subject to the satisfaction, fulfillment of each of the following conditions precedent on or before the Effective Date or such other time specifiedDate, of the following conditions, any each of which may only be waived by in whole or in part with the mutual consent of such parties without prejudice to their right to rely on any other of such conditionsthe parties: (a) the Articles of Amalgamation filed Arrangement Resolution shall have been approved and adopted by the Securityholders at the Meeting in accordance with the Registrar shall be in form and substance satisfactory to each of RDT and ACME, acting reasonablyInterim Order; (b) the Effective Date Interim Order and the Final Order shall be each have been obtained on terms consistent with this Agreement and shall not have been set aside or prior modified in a manner unacceptable to the Outside DateCompany or the Acquiror, acting reasonably, on appeal or otherwise; (c) all required regulatoryno Regulatory Authority shall have enacted, governmental issued, promulgated, enforced or entered any Law which is then in effect and third party approvals, waivers and consents in respect has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the completion of Arrangement; (d) the Amalgamation Regulatory Approvals shall have been obtained on terms and conditions satisfactory to RDT and ACMEthe Acquiror, each acting reasonably, includingand there shall be no appeal, without limitationstop-order, all applicable statutory and regulatory waiting periods shall have expired stay or have been terminated and no unresolved material objection revocation or opposition shall have been filedproceeding seeking an appeal, initiated stop-order, stay or made during any applicable statutory regulatory period, including, without limitation, Exchange approval for the transactions contemplated by this Agreement and the listing revocation of the ACME Regulatory Approvals; (e) the issuance of Acquiror Shares and Replacement Warrants issuable pursuant to the Amalgamation on Arrangement shall be exempt from registration requirements under the Exchange, each U.S. Securities Act pursuant to section 3(a)(10) thereof and the registration and qualification requirements of all applicable state securities laws; and (f) this Agreement shall not have been terminated in form and substance satisfactory to ACME and RDT, acting reasonably;accordance with its terms.