Common use of Mutual Conditions Precedent Clause in Contracts

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement are subject to the fulfillment of each of the following conditions precedent on or before the Effective Time, each of which may only be waived with the mutual consent of the Parties: (a) the Requisite Approval shall have been obtained at the Company Meeting in accordance with the Interim Order; (b) 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 Parent or the Company, acting reasonably, on appeal or otherwise; (c) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement; (d) the Regulatory Approvals shall have been obtained (or the applicable waiting periods, including extensions thereof, shall have expired); (e) the Parent Shares issuable pursuant to the Arrangement shall at the Effective Time be approved for listing on the NYSE, 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 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.

Mutual Conditions Precedent. The respective obligations of the Parties hereto to complete consummate the Arrangement transactions contemplated hereby, and in particular the Amalgamation, are subject to the fulfillment of each of the following conditions precedent satisfaction, on or before the Effective TimeDate or such other time specified, each of the following conditions, any of which may only be waived with by the mutual consent of the Partiessuch parties without prejudice to their right to rely on any other of such conditions: (a) the Requisite Approval shall have been obtained at the Company Meeting in accordance Articles of Amalgamation filed with the Interim OrderRegistrar shall be in form and substance satisfactory to each of RDT and ACME, acting reasonably; (b) the Interim Order 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 Final Order completion of the Amalgamation shall each have been obtained on terms consistent with this Agreementand conditions satisfactory to RDT and ACME, and shall not have been set aside or modified in a manner unacceptable to Parent or the Company, each acting reasonably, on appeal or otherwise; (c) no Governmental Entity including, without limitation, all applicable statutory and regulatory waiting periods shall have enacted, issued, promulgated, enforced expired or entered any Law (whether temporary, preliminary have been terminated and no unresolved material objection or permanent) which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement; (d) the Regulatory Approvals opposition shall have been obtained (filed, initiated or made during any applicable statutory regulatory period, including, without limitation, Exchange approval for the applicable waiting periods, including extensions thereof, shall have expired); (e) transactions contemplated by this Agreement and the Parent listing of the ACME Shares issuable pursuant to the Arrangement shall at the Effective Time be approved for listing Amalgamation on the NYSEExchange, subject each in form and substance satisfactory 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 ACME 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.RDT, acting reasonably;

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement are subject to the fulfillment of each of the following conditions precedent on or before the Effective Time, Time or the waiver by each of which may only be waived with Correvio and Purchaser to the mutual consent extent permitted by applicable Law and without prejudice to their right to rely on the fulfilment of the Partiesany other of such conditions: (a) the Requisite Approval shall have been obtained at the Company Meeting in accordance with the Interim Order; (b) the Interim Order and the Final Order shall each have having been obtained granted on terms consistent with this Agreement, Agreement and shall the Interim Order not have having been set aside or modified in a manner unacceptable to Parent or the Companyeither Party, acting reasonably, on appeal or otherwise; (b) the Correvio Arrangement Resolution having been passed by the Correvio Shareholders in accordance with the Interim Order; (c) the Final Order having been granted on terms consistent with this Agreement and the Final Order not having been set aside or modified in a manner unacceptable to either Party, acting reasonably, on appeal or otherwise; (d) there shall have been no action taken under any applicable Law or by any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) of competent jurisdiction which is then in effect and has the effect of making the Arrangement make it illegal or otherwise preventing directly or prohibiting consummation indirectly restrains, enjoins or prohibits the completion of the Arrangement; (de) the Articles of Arrangement to be filed with the Director in accordance with this Agreement shall be in form and substance acceptable to the Parties, each acting reasonably; (f) this Agreement shall not have been terminated in accordance with its terms; and (g) the Key Regulatory Approvals shall have been obtained (or the applicable waiting periods, including extensions thereof, shall have expired); (e) the Parent Shares issuable pursuant to the Arrangement shall at the Effective Time be approved for listing on the NYSE, 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 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 exemptionobtained.

Mutual Conditions Precedent. The obligations of the Parties to complete consummate the Arrangement are subject to the fulfillment or waiver of each of the following conditions precedent on or before the Effective Timeprecedent, each of which may only be waived with the mutual consent of the Parties: (a) the Requisite Approval Arrangement Resolution shall have been obtained received the Requisite GWRC Shareholder Approval at the Company Arrangement Meeting in accordance with the Interim Order; (b) the Merger shall have received the Requisite GWRI Stockholder Approval in accordance with the DGCL; (c) the Interim Order and the Final Order shall each have been obtained on terms consistent with this the Agreement, and shall not have been set aside aside, amended or modified in a manner unacceptable to Parent or the CompanyGWRC and GWRI, each acting reasonably, on appeal or otherwise; (cd) no Governmental Entity having jurisdiction over any Party shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect has become final and non-appealable and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement; (d) the Regulatory Approvals shall have been obtained (or the applicable waiting periods, including extensions thereof, shall have expired); (e) the Parent Shares issuable pursuant to completion of the Arrangement shall at US IPO on the Effective Time be approved for listing on the NYSE, subject to official notice of issuance; andDate; (f) the Parent Shares to be issued pursuant NASDAQ shall have approved the listing of the shares of common stock of GWRI, subject only to the Arrangement satisfaction of customary listing conditions of the NASDAQ; (g) the TSX shall have approved the listing of the shares of common stock of GWRI, subject only to the satisfaction of customary listing conditions of the TSX; and (h) this Agreement shall not 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 exemptionterminated in accordance with its terms.

Mutual Conditions Precedent. The respective obligations of the Parties to complete consummate the Arrangement transactions contemplated herein are subject to the fulfillment of each satisfaction, on or before the Closing Date, of the following conditions precedent on or before the Effective Timeprecedent, each any of which may only be waived with by the mutual consent of the Partiessuch Parties without prejudice to their right to rely on any other of such conditions: (a) the Requisite Approval approval of the Target Shareholders to the Private Placement and Change of Management, if required, (in each case as may be required by the TSXV and the CSE) shall have been obtained at obtained, unless the Company Meeting in accordance with TSXV and the Interim OrderCSE have waived the requirement for Target Shareholder approval of the Private Placement and Change of Management; (b) the Interim Order TSXV and the Final Order CSE shall each have been obtained conditionally approved the completion of the Private Placement and the Change of Management on terms consistent with this Agreementand conditions satisfactory to the Initial Investor Group and Target, and shall not have been set aside or modified in a manner unacceptable to Parent or the Company, each acting reasonably, on appeal or otherwise; (c) no Governmental Entity there shall have been no action taken under Applicable Laws, nor any statute, rule, regulation or order which is enacted, issuedenforced, promulgatedpromulgated or issued by any Governmental Entity, enforced or entered any Law that: (whether temporary, preliminary or permanenti) which is then in effect and has the effect of making the Arrangement makes illegal or otherwise preventing directly or prohibiting consummation indirectly restrains, enjoins or prohibits the transactions contemplated herein; or (ii) results in a judgement preventing, or assessment of material damages directly or indirectly relating to, the transactions contemplated herein. The foregoing conditions are for the mutual benefit of the Arrangement; (d) the Regulatory Approvals shall have been obtained (or the applicable waiting periodsInitial Investor Group, including extensions thereof, shall have expired); (e) the Parent Shares issuable pursuant to the Arrangement shall at the Effective Time be approved for listing on the NYSEone hand, and Target, on the other hand, and may be asserted by either of the Initial Investor Group or Target regardless of the circumstances and may be waived by the Initial Investor Group or Target (with respect to itself) in their sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which such Party may have, 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 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 exemption7.1.

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement are subject to the fulfillment of each of the following conditions precedent on or before the Effective Time, each of which may only be waived with the mutual consent of the Parties: (a) the Requisite Approval Class C Share Resolution and Arrangement Resolution shall have been obtained approved and adopted by the Alpha Shareholders and Alpha Warrantholders, as applicable, at the Company Meeting Alpha Meeting, in accordance with the Interim Order; (b) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreementin respect of the Arrangement in a form satisfactory to Crystal, acting reasonably, and shall not have been set aside or modified in a any manner unacceptable to Parent or the Company, acting reasonably, Parties on appeal or otherwise; (c) the 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, or will be completed concurrently with, Closing; (f) on completion of the 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 (whether temporary, preliminary or permanent) which is then in effect and effect, in each case, which has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement;Arrangement in accordance with the terms contemplated herein; and (dh) the all required Regulatory Approvals shall have been obtained (or the applicable waiting periods, including extensions thereof, shall have expired); (e) the Parent Shares issuable pursuant on terms satisfactory to the Arrangement shall at the Effective Time be approved for listing on the NYSE, 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 each 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 exemptionParties, acting reasonably.

Mutual Conditions Precedent. The respective obligations of the Parties to complete the Arrangement are subject to the fulfillment of each of the following conditions precedent parties hereto to complete the transactions contemplated by this Agreement and of PARC to file a copy of the Final Order to give effect to the Arrangement shall be subject to the satisfaction, on or before the Effective TimeDate, each of which may only be waived with the mutual consent of the Partiesfollowing conditions: (a) the Requisite Approval Arrangement, with or without amendment, shall have been obtained approved at the Company Special Meeting in accordance with the Interim OrderOrder and the Arrangement shall have otherwise been approved by the requisite majorities of shareholders entitled or required to vote thereon as determined by the Court; (b) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, in form and shall not have been set aside or modified in a manner unacceptable substance satisfactory to Parent or the Companyeach party hereto, acting reasonably, on appeal or otherwise; (c) no Governmental Entity all other consents, orders and approvals, including regulatory and judicial approvals and orders, required or necessary or desirable for the completion of the transactions provided for in this Agreement and the Plan of Arrangement shall have enactedbeen obtained or received from the persons, issuedauthorities or bodies having jurisdiction in the circumstances, promulgatedincluding, enforced without limitation, pursuant to the OSA; (d there shall not be in force any order or entered any Law (whether temporary, preliminary decree restraining or permanent) which is then in effect and has enjoining the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the transactions contemplated by this Agreement and the Arrangement; (d) the Regulatory Approvals shall have been obtained (or the applicable waiting periods, including extensions thereof, shall have expired); (e) the Parent Shares issuable pursuant to the Arrangement shall at the Effective Time be approved for listing on the NYSE, 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 none of the Arrangement and that such Parent Shares consents, orders or approvals contemplated herein shall be exempt from the registration requirements contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by any of the U.S. Securities Act pursuant to Section 3(a)(10) thereof or another available exemption.parties hereto, each acting reasonably;

Mutual Conditions Precedent. ‌ The obligations of the Parties to complete the Arrangement Transactions are subject to the fulfillment satisfaction or waiver by Basin and Nexus on or before the Effective Date of each of the following conditions precedent on or before conditions, which are for the Effective Time, mutual benefit of each of Basin and Nexus and which may only be waived with waived, in whole or in part, by the mutual consent of the Partieseach of Basin and Nexus: (a) the Requisite Approval Interim Order shall have been obtained at the Company Meeting in accordance with the Interim Order; (b) the Interim Order form and the Final Order shall substance satisfactory to each have been obtained on terms consistent with this Agreementof Basin and Nexus, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Parent either Basin or the CompanyNexus, each acting reasonably, on appeal or otherwise; (b) the Arrangement Resolution, in form and substance acceptable to Basin and Nexus, each acting reasonably, shall have been approved at the Basin Meeting by not less than the Required Vote, in accordance with the Interim Order; (c) no Governmental Entity the Final Order shall have enactedbeen obtained in form and substance satisfactory to each of Basin and Nexus, issuedeach acting reasonably, promulgatedand shall not have been set aside or modified in any manner unacceptable to either Basin and Nexus, enforced each acting reasonably, on appeal or entered any Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangementotherwise; (d) the Regulatory Approvals no applicable Law shall have been obtained enacted or made (or the and no applicable waiting periods, including extensions thereof, Law shall have expired); (ebeen amended) the Parent Shares issuable pursuant to the Arrangement shall at the Effective Time be approved for listing on the NYSE, 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 that makes consummation of the Arrangement illegal or that prohibits or otherwise restrains (whether temporarily or permanently) Basin and that such Parent Shares shall be exempt Nexus from consummating the registration requirements Arrangement or any of the U.S. Securities Act pursuant to Section 3(a)(10) thereof or another available exemption.other Transactions;

Mutual Conditions Precedent. The obligations of Acquireco and the Parties Corporation hereunder, including the obligation to complete the Arrangement Arrangement, are subject to the fulfillment of each of the following conditions precedent satisfaction, on or before the Effective Time, of the following conditions precedent, each of which may only be waived with by the mutual consent of Acquireco and the PartiesCorporation, and any one or more of which, if not satisfied or waived by either party, will permit that party to terminate this Agreement in accordance with Article 7: (a) the Requisite Approval Special Resolution shall have been obtained approved at the Company Meeting in accordance with the terms of the Interim Order; (b) the Interim Order and the Final Order shall each have been obtained in form and on terms consistent with this Agreementsatisfactory to each of Acquireco and the Corporation, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Parent or Acquireco and the CompanyCorporation, acting reasonably, on appeal or otherwise, and any approvals required to be obtained under same in addition to the Shareholder approval referred to in section 6.1(a) shall have been obtained; (c) no Governmental Entity the Competition Act Clearance and HSR Clearance shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangementbeen obtained; (d) there shall not be in force any injunction, order or decree issued by a Governmental Entity of competent jurisdiction restraining or enjoining the Regulatory Approvals shall have been obtained (or completion of the applicable waiting periods, including extensions thereof, shall have expired);Arrangement; and (e) the Parent Shares issuable this Agreement shall not have been terminated pursuant to the Arrangement shall at the Effective Time be approved for listing on the NYSE, 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 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 exemptionArticle 7.

Mutual Conditions Precedent. The respective obligations of the Parties to complete the Arrangement are subject to the fulfillment of each of the following conditions precedent on or before the Effective Time, each of which may only be waived with the mutual consent of the Parties: (a) the Requisite Approval Arrangement Resolution shall have been obtained approved and adopted by the Aastra Shareholders at the Company 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 Parent or the CompanyAastra and Mitel, acting reasonably, on appeal or otherwise; (cd) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement; (de) the Regulatory Approvals Articles of Arrangement to be filed with the Director in accordance with this Agreement shall have been obtained (or be in form and substance acceptable to each of the applicable waiting periodsParties, including extensions thereof, shall have expired)acting reasonably; (ef) the Parent receipt of Investment Canada Approval and the French Determination, in each case without an Unreasonable Condition; (g) the Consideration Shares issuable pursuant and the Option Shares shall, subject to the Arrangement shall at the Effective Time be customary conditions, have been approved for listing on the NYSE, subject to official notice of issuanceTSX and the NASDAQ; and (fh) the Parent Consideration 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 exemptionthereof.

Mutual Conditions Precedent. The respective obligations of the Parties Amalgamating Companies hereunder to complete the Arrangement are transactions contemplated by this Agreement shall be subject to the fulfillment fulfilment or satisfaction, on or before the Effective Date, of each of the following conditions precedent on or before the Effective Timeconditions, each any of which (except for conditions (a) to (e), inclusive) may only be waived with the mutual consent waived, as to it, by either of the PartiesAmalgamating Companies without prejudice to the right of such party to rely on any other or others of them: (a) the Requisite Approval shareholders of Scotia Prime shall have been obtained at approved the Company Meeting in accordance with Continuance of Scotia Prime to Alberta and Scotia Prime shall have effected the Interim OrderContinuance; (b) the Interim Order Minera Andes Resolution and the Final Order Scotia Prime Resolution shall each have been obtained on terms consistent approved by the votes of the requisite number of respective shareholders, as the case may be, at the Meetings in accordance with this Agreementthe provisions of the Act, the Interim Order, as applicable, and shall not have been set aside or modified in a manner unacceptable to Parent or the Company, acting reasonably, on appeal or otherwiseany applicable regulatory requirements; (c) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement; (d) the Regulatory Approvals Final Order shall have been obtained (or the applicable waiting periods, including extensions thereof, shall have expired); (e) the Parent Shares issuable pursuant to the Arrangement shall at the Effective Time be approved for listing on the NYSE, subject to official notice of issuance; and (f) the Parent Shares to be issued pursuant to the Arrangement have been allotted granted by the Parent Board conditional only on completion Court, which order shall be reflective of the Arrangement intent of the parties hereto as expressed by this Agreement and that such Parent Shares shall be exempt from the registration requirements of the U.S. Securities Act pursuant in form and substance satisfactory to Section 3(a)(10) thereof or another available exemption.all parties hereto acting reasonably and having regard to this Agreement;

Mutual Conditions Precedent. The obligations of the Parties parties to complete the Arrangement are subject to the fulfillment of each of the following conditions precedent on or before the Effective TimeDate, each of which may only be waived in whole or in part with the mutual consent of the Partiesparties: (a) the Requisite Approval Arrangement Resolution shall have been obtained approved and adopted by the Securityholders at the Company Meeting in accordance with the Interim Order; (b) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, Agreement and shall not have been set aside or modified in a manner unacceptable to Parent the Company or the CompanyAcquiror, acting reasonably, on appeal or otherwise; (c) no Governmental Entity Regulatory Authority shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement; (d) the Regulatory Approvals shall have been obtained (on terms satisfactory to the Acquiror, acting reasonably, and there shall be no appeal, stop-order, stay or revocation or proceeding seeking an appeal, stop-order, stay or revocation of the applicable waiting periods, including extensions thereof, shall have expired)Regulatory Approvals; (e) the Parent issuance of Acquiror Shares issuable pursuant to the Arrangement shall at be exempt from registration requirements under the Effective Time be approved for listing on U.S. Securities Act pursuant to section 3(a)(10) thereof and the NYSE, subject to official notice registration and qualification requirements of issuanceall applicable state securities laws; and (f) the Parent Shares to be issued pursuant to the Arrangement this Agreement shall not 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 exemptionterminated in accordance with its terms.

Mutual Conditions Precedent. The respective obligations of the Parties to complete consummate the Arrangement transactions contemplated hereby, and in particular the Arrangement, are subject to the fulfillment of each of the following conditions precedent satisfaction, on or before the Effective TimeDate or such other time specified, each of the following conditions, any of which may only be waived with by the mutual written consent of the Partiessuch Parties without prejudice to their right to rely on any other of such conditions: (a) the Requisite Approval Interim Order shall have been obtained at granted in form and substance satisfactory to the Company Meeting in accordance with the Interim Order; (b) the Interim Order and the Final Order shall each have been obtained on terms consistent with this AgreementParties, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to Parent or the CompanyParties, acting reasonably, on appeal or otherwise; (b) the Arrangement Resolution shall have been passed by the NRG Shareholders at the NRG Meeting in accordance with the Arrangement Provisions, the constating documents of NRG, the Interim Order and the requirements of any applicable regulatory authorities; (c) no Governmental Entity the Arrangement and this Agreement, with or without amendment, shall have enactedbeen approved by the sole Spinco Shareholder to the extent required by, issuedand in accordance with, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation Provisions and the constating documents of the ArrangementSpinco; (d) the Regulatory Approvals Final Order shall have been obtained (or the applicable waiting periods, including extensions thereof, shall have expired); (e) the Parent Shares issuable pursuant granted in form and substance satisfactory to the Arrangement shall at the Effective Time be approved for listing on the NYSEParties, 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 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.acting reasonably;

Mutual Conditions Precedent. The respective obligations of the Parties Weekend and Open Source to complete the Arrangement are transactions contemplated by this Agreement shall be subject to the fulfillment fulfilment or satisfaction, on or before the Effective Date, of each of the following conditions precedent on or before the Effective Time, each of which may only be waived with the mutual consent of the Partiesconditions: (a) Weekend has continued under the Requisite Approval shall have been obtained at provisions of the Company Meeting in accordance with the Interim OrderAct; (b) the Interim Order Amalgamation shall have been approved by the shareholders of Open Source and the Final Order shall each have been obtained on terms consistent shareholders of Weekend in accordance with this Agreementthe Act and the Canada Business Corporations Act (Federal), respectively and shall not have been set aside or modified in a manner unacceptable to Parent or the Company, acting reasonably, on appeal or otherwiseany applicable regulatory requirements; (c) no Governmental Entity the Articles of Amalgamation, in form and substance satisfactory to Weekend and Open Source, acting reasonably, shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect and has been accepted for filing by the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the ArrangementRegistrar; (d) the Regulatory Approvals CSE shall have been obtained (conditionally approved this transaction and the additional listing thereon of the Amalco Common Shares to be issued in connection with the Amalgamation as of the Effective Date, or as soon as practicable thereafter, subject to compliance with the applicable waiting periods, including extensions thereof, shall have expired)usual requirements of the CSE; (e) there shall not be in force any order or decree of a court of competent jurisdiction or of any federal, provincial, municipal or other governmental department, commission, board, agency or regulatory body restraining, interfering with or enjoining the Parent Shares issuable pursuant to consummation of the Arrangement shall at the Effective Time be approved for listing on the NYSE, subject to official notice of issuancetransactions contemplated by this Agreement; and (f) the Parent Shares to be issued pursuant all necessary regulatory and similar reviews, rulings, orders, consents and approvals necessary under applicable legislation, regulation or policy shall with respect to the Arrangement transactions contemplated hereby have been allotted by completed or obtained. The foregoing conditions precedent shall be for the Parent Board conditional only on completion mutual benefit of the Arrangement parties hereto and that such Parent Shares shall may not be exempt from the registration requirements waived in whole or in part unless waived by each of the U.S. Securities Act pursuant to Section 3(a)(10) thereof or another available exemptionthem.

Mutual Conditions Precedent. The respective obligations of the Parties to complete consummate the Arrangement transactions contemplated by this Agreement, and in particular the completion of the Arrangement, are subject to the fulfillment of each of the following conditions precedent satisfaction, on or before the Effective TimeClosing Date, each of which may only be waived with the mutual consent or such other time specified, of the Parties: following conditions: (a) the Requisite Approval Interim Order shall have been obtained at the Company Meeting granted in accordance with the Interim Order; (b) the Interim Order form and the Final Order shall substance satisfactory to each have been obtained on terms consistent with this Agreementof Cona and Pengrowth, acting reasonably, and such order shall not have been stayed, set aside or modified in a manner unacceptable to Parent Cona or the CompanyPengrowth, acting reasonably, on appeal or otherwise; ; (b) the Shareholder Approval and the Secured Debtholder Approval shall have each been obtained; (c) no Governmental Entity on or prior to the Outside Date, the Final Order shall have enactedbeen granted in form and substance satisfactory to each of Cona and Pengrowth, issuedacting reasonably, promulgatedand such order shall not have been stayed, enforced set aside or entered any Law (whether temporarymodified in a manner unacceptable to Cona or Pengrowth, preliminary acting reasonably, on appeal or permanent) which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement; otherwise; (d) the Regulatory Approvals Articles of Arrangement to be filed with the Registrar in accordance with the Arrangement shall have been obtained (or the applicable waiting periodsbe in form and substance satisfactory to each of Cona and Pengrowth, including extensions thereof, shall have expired); acting reasonably; and (e) the Parent Shares issuable pursuant to the Arrangement Competition Act Approval shall at the Effective Time be approved for listing on the NYSE, subject to official notice of issuance; and (f) the Parent Shares to be issued pursuant to the Arrangement have been allotted by obtained. The foregoing conditions are for the Parent Board conditional only on completion mutual benefit of the Arrangement Parties and may be asserted by either Party regardless of the circumstances and may be waived by any Party (with respect to such Party) in its sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights 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 exemptionParty may have.

Mutual Conditions Precedent. The respective obligations of the Parties parties hereto to complete consummate the Arrangement transactions contemplated hereby, and in particular the Amalgamation, are subject to the fulfillment of each of the following conditions precedent satisfaction, on or before the Effective TimeTime or such other time specified, each of the following conditions, any of which may only be waived with by the mutual consent of the Partiessuch parties without prejudice to their right to rely on any other of such conditions: (a) the Requisite Approval The Pre-Acquisition Reorganizations shall have been obtained at completed and evidence thereof shall have been provided to each of ▇▇▇▇▇▇ and Fulcrum and the Company Meeting in accordance with the Interim OrderPrincipal Vendors; (b) the Interim Order and the Final Order Amalgamation Resolution shall each have been obtained passed by the Fulcrum Shareholders on terms consistent or prior to the Outside Date, in accordance with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Parent or the Company, acting reasonably, on appeal or otherwiseApplicable Laws; (c) no Governmental Entity the Articles of Amalgamation to be filed with the Registrar in accordance with the Amalgamation shall have enactedbe in form and substance satisfactory to each of ▇▇▇▇▇▇ and Fulcrum, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangementacting reasonably; (d) the Regulatory Approvals Articles of Amalgamation shall have been obtained (be filed with the Registrar on or prior to the applicable waiting periods, including extensions thereof, shall have expired);Outside Date; and (e) Receipt of a copy of the Parent Shares issuable pursuant to Securityholder Agreement duly executed by each Fulcrum Shareholder; The foregoing conditions are for the Arrangement shall at the Effective Time be approved for listing mutual benefit of Fulcrum on the NYSE, subject to official notice of issuance; and (f) one hand and ▇▇▇▇▇▇ and AcquisitionCo on the Parent Shares to other hand and may be issued pursuant to the Arrangement have been allotted asserted by the Parent Board conditional only on completion Fulcrum and by ▇▇▇▇▇▇ and AcquisitionCo regardless of the Arrangement circumstances and that such Parent Shares shall may be exempt waived by ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ and AcquisitionCo in their sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof or another available exemptionparties hereto may have.

Mutual Conditions Precedent. The respective obligations of the Parties hereto to complete the Arrangement are Amalgamation and the other transactions contemplated by this Agreement shall be subject to the fulfillment of each of the following conditions precedent satisfaction, on or before the Effective Time, of the following conditions precedent, each of which may only be waived with only by the mutual consent of the PartiesMTY and Imvescor: (a) 6.1.1 the Requisite Required Shareholder Approval in respect of the Amalgamation Resolution shall have been obtained; 6.1.2 the Regulatory Approvals shall have been obtained at the Company Meeting and each such Regulatory Approval is in accordance with the Interim Order; (b) the Interim Order force and the Final Order shall each have has not been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner that is unacceptable to Parent or the Company, acting reasonably, on appeal or otherwiseParties; (c) 6.1.3 no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any applicable Law (whether temporary, preliminary or permanent) which is then shall be in effect and has that makes the effect consummation of making the Arrangement Amalgamation illegal or otherwise preventing prohibits or prohibiting 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 been taken under any applicable Law or by Governmental Entity that prohibits or enjoins the consummation of the Arrangement; (d) the Regulatory Approvals shall have been obtained (or the applicable waiting periods, including extensions thereof, shall have expired); (e) the Parent Shares issuable pursuant to the Arrangement shall at the Effective Time be approved for listing on the NYSE, subject to official notice of issuanceAmalgamation; and (f) 6.1.5 If required to have been filed, as determined in accordance with Section 2.8 hereof, the Parent Form F-8 or F-80, as applicable, regarding the offering and issuance of MTY Shares to be issued pursuant to US holders of Imvescor Shares in connection with the Arrangement Amalgamation has been declared effective , shall not have been allotted by withdrawn, and no stop order suspending the Parent Board conditional only on completion effectiveness of the Arrangement and that such Parent Shares registration statement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof or another available exemptionin effect.

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement are subject to the fulfillment of each of the following conditions precedent on or before the Effective Time, each of which may only be waived with the mutual consent of the Parties: (a) the Requisite Approval Arrangement Resolution shall have been obtained approved and adopted by the Absolute Securityholders at the Company Absolute Meeting in accordance with the Interim Order; (b) 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 Parent either Absolute or the CompanyPurchaser, each acting reasonably, on appeal or otherwise; (c) no Governmental Entity Law or Order shall have been enacted, issued, promulgated, enforced amended or entered any Law (whether temporaryapplied, preliminary in either case, that enjoins, prevents or permanent) which is then in effect and has prohibits the effect ability of making the Parties to complete the Arrangement illegal or otherwise preventing or prohibiting that makes the consummation of the Arrangement;Arrangement illegal; and (d) the applicable waiting periods (and any extensions thereof), if any, under the HSR Act and the other Regulatory Approvals shall set forth in Schedule D will have expired or been terminated, or all requisite consents pursuant thereto will have been obtained (or the applicable waiting periods, including extensions thereof, shall have expired); (e) the Parent Shares issuable pursuant to the Arrangement shall at the Effective Time be approved for listing on the NYSE, 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 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 exemptionobtained.

Mutual Conditions Precedent. The obligations of the Parties parties to complete the Arrangement are subject to the fulfillment of each of the following conditions precedent on or before the Effective TimeDate, each of which may only be waived in whole or in part with the mutual consent of the Partiesparties: (a) the Requisite Approval Arrangement Resolution shall have been obtained approved and adopted by the Securityholders at the Company Meeting in accordance with the Interim Order; (b) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, Agreement and shall not have been set aside or modified in a manner unacceptable to Parent the Company or the CompanyAcquiror, acting reasonably, on appeal or otherwise; (c) no Governmental Entity Regulatory Authority shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement; (d) the Regulatory Approvals shall have been obtained (on terms satisfactory to the Acquiror, acting reasonably, and there shall be no appeal, stop-order, stay or revocation or proceeding seeking an appeal, stop-order, stay or revocation of the applicable waiting periods, including extensions thereof, shall have expired)Regulatory Approvals; (e) the Parent issuance of Acquiror Shares and Replacement Warrants issuable pursuant to the Arrangement shall at be exempt from registration requirements under the Effective Time be approved for listing on U.S. Securities Act pursuant to section 3(a)(10) thereof and the NYSE, subject to official notice registration and qualification requirements of issuanceall applicable state securities laws; and (f) the Parent Shares to be issued pursuant to the Arrangement this Agreement shall not 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 exemptionterminated in accordance with its terms.

Mutual Conditions Precedent. The respective obligations of the Parties parties hereto to complete consummate the Arrangement transactions contemplated hereby, and in particular the Amalgamation, are subject to the fulfillment of each of the following conditions precedent satisfaction, on or before the Effective TimeTime or such other time specified, each of the following conditions, any of which may only be waived with by the mutual consent of the Partiessuch parties without prejudice to their right to rely on any other of such conditions: (a) the Requisite Approval The Pre-Acquisition Reorganizations shall have been obtained at completed and evidence thereof shall have been provided to each of ▇▇▇▇▇▇ and Fulcrum and the Company Meeting in accordance with the Interim OrderPrincipal Vendors; (b) the Interim Order and the Final Order Amalgamation Resolution shall each have been obtained passed by the Fulcrum Shareholders on terms consistent or prior to the Outside Date, in accordance with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Parent or the Company, acting reasonably, on appeal or otherwiseApplicable Laws; (c) no Governmental Entity the Articles of Amalgamation to be filed with the Registrar in accordance with the Amalgamation shall have enactedbe in form and substance satisfactory to each of ▇▇▇▇▇▇ and Fulcrum, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangementacting reasonably; (d) the Regulatory Approvals Articles of Amalgamation shall have been obtained (be filed with the Registrar on or prior to the applicable waiting periods, including extensions thereof, shall have expired);Outside Date; and (e) Receipt of a copy of the Parent Shares issuable pursuant to Securityholder Agreement duly executed by each Fulcrum Shareholder; The foregoing conditions are for the Arrangement shall at the Effective Time be approved for listing mutual benefit of Fulcrum on the NYSE, subject to official notice of issuance; and (f) one hand and ▇▇▇▇▇▇ and AcquisitionCo on the Parent Shares to other hand and may be issued pursuant to the Arrangement have been allotted asserted by the Parent Board conditional only on completion Fulcrum and by ▇▇▇▇▇▇ and AcquisitionCo regardless of the Arrangement circumstances and that such Parent Shares shall may be exempt waived by Fulcrum and ▇▇▇▇▇▇ and AcquisitionCo in their sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof or another available exemptionparties hereto may have.

Mutual Conditions Precedent. The respective obligations of the Parties to complete consummate the Arrangement transactions contemplated by this Agreement, and in particular the completion of the Arrangement, are subject to the fulfillment of each of the following conditions precedent satisfaction, on or before the Effective TimeClosing Date, each of which may only be waived with the mutual consent or such other time specified, of the Partiesfollowing conditions: (a) the Requisite Approval Interim Order shall have been obtained at the Company Meeting granted in accordance with the Interim Order; (b) the Interim Order form and the Final Order shall substance satisfactory to each have been obtained on terms consistent with this Agreementof Cona and Pengrowth, acting reasonably, and such order shall not have been stayed, set aside or modified in a manner unacceptable to Parent Cona or the CompanyPengrowth, acting reasonably, on appeal or otherwise; (b) the Shareholder Approval and the Secured Debtholder Approval shall have each been obtained; (c) no Governmental Entity on or prior to the Outside Date, the Final Order shall have enactedbeen granted in form and substance satisfactory to each of Cona and Pengrowth, issuedacting reasonably, promulgatedand such order shall not have been stayed, enforced set aside or entered any Law (whether temporarymodified in a manner unacceptable to Cona or Pengrowth, preliminary acting reasonably, on appeal or permanent) which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangementotherwise; (d) the Regulatory Approvals Articles of Arrangement to be filed with the Registrar in accordance with the Arrangement shall have been obtained (or the applicable waiting periodsbe in form and substance satisfactory to each of Cona and Pengrowth, including extensions thereof, shall have expired);acting reasonably; and (e) the Parent Shares issuable pursuant to the Arrangement Competition Act Approval shall at the Effective Time be approved for listing on the NYSE, subject to official notice of issuance; and (f) the Parent Shares to be issued pursuant to the Arrangement have been allotted by obtained. The foregoing conditions are for the Parent Board conditional only on completion mutual benefit of the Arrangement Parties and may be asserted by either Party regardless of the circumstances and may be waived by any Party (with respect to such Party) in its sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights 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 exemptionParty may have.

Mutual Conditions Precedent. The respective obligations of the Parties to complete consummate the Arrangement transactions contemplated by this Agreement, and in particular the completion of the Arrangement, are subject to the fulfillment of each of the following conditions precedent satisfaction, on or before the Effective TimeClosing Date, each of which may only be waived with the mutual consent or such other time specified, of the Partiesfollowing conditions: (a) the Requisite Approval Interim Order shall have been obtained at the Company Meeting granted in accordance with the Interim Order; (b) the Interim Order form and the Final Order shall substance satisfactory to each have been obtained on terms consistent with this Agreementof Cona and Pengrowth, acting reasonably, and such order shall not have been stayed, set aside or modified in a manner unacceptable to Parent Cona or the CompanyPengrowth, acting reasonably, on appeal or otherwise; ; (b) the Shareholder Approval and the Secured Debtholder Approval shall have each been obtained; (c) no Governmental Entity on or prior to the Outside Date, the Final Order shall have enactedbeen granted in form and substance satisfactory to each of Cona and Pengrowth, issuedacting reasonably, promulgatedand such order shall not have been stayed, enforced set aside or entered any Law (whether temporarymodified in a manner unacceptable to Cona or Pengrowth, preliminary acting reasonably, on appeal or permanent) which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement; otherwise; (d) the Regulatory Approvals Articles of Arrangement to be filed with the Registrar in accordance with the Arrangement shall have been obtained (or the applicable waiting periodsbe in form and substance satisfactory to each of Cona and Pengrowth, including extensions thereof, shall have expired); acting reasonably; and (e) the Parent Shares issuable pursuant to the Arrangement Competition Act Approval shall at the Effective Time be approved for listing on the NYSE, subject to official notice of issuance; and (f) the Parent Shares to be issued pursuant to the Arrangement have been allotted by obtained. The foregoing conditions are for the Parent Board conditional only on completion mutual benefit of the Arrangement Parties and may be asserted by either Party regardless of the circumstances and may be waived by any Party (with respect to such Party) in its sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights 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 exemptionParty may have.

Mutual Conditions Precedent. The obligations of Acquireco and the Parties Corporation hereunder, including the obligation to complete the Arrangement Arrangement, are subject to the fulfillment of each of the following conditions precedent satisfaction, on or before the Effective Time, of the following conditions precedent, each of which may only be waived with by the mutual consent of Acquireco and the PartiesCorporation, and any one or more of which, if not satisfied or waived by either party, will permit that party to terminate this Agreement in accordance with Article 7: (a) the Requisite Approval Special Resolution shall have been obtained approved at the Company Meeting in accordance with the terms of the Interim Order; (b) the Interim Order and the Final Order shall each have been obtained in form and on terms consistent with this Agreementsatisfactory to each of Acquireco and the Corporation, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Parent or Acquireco and the CompanyCorporation, acting reasonably, on appeal or otherwise, and any approvals required to be obtained under same in addition to the Shareholder approval referred to in section 00 shall have been obtained; (c) no Governmental Entity the Competition Act Clearance and HSR Clearance shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangementbeen obtained; (d) there shall not be in force any injunction, order or decree issued by a Governmental Entity of competent jurisdiction restraining or enjoining the Regulatory Approvals shall have been obtained (or completion of the applicable waiting periods, including extensions thereof, shall have expired);Arrangement; and (e) the Parent Shares issuable this Agreement shall not have been terminated pursuant to the Arrangement shall at the Effective Time be approved for listing on the NYSE, 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 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 exemptionArticle 7.

Mutual Conditions Precedent. The respective obligations of the Parties to complete the Arrangement are subject to the fulfillment of each of the following conditions precedent on or before the Effective Time, each of which may only be waived with the mutual consent of the Parties: (a) the Requisite Approval Arrangement Resolution shall have been obtained approved and adopted by the Company Shareholders at the Company Meeting in accordance with the Interim Order; (b) the Interim Order and the Final Order shall each have been obtained on terms consistent with this AgreementAgreement and in form and substance acceptable to each of the Purchaser and the Company, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Parent either the Company or the CompanyPurchaser, each acting reasonably, on appeal or otherwise; (c) the Required Regulatory Approvals shall have been obtained; (d) the Consideration Shares to 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 enacted, issued, promulgated, enforced or entered any Order or Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement;; and (df) conditional approval of the Regulatory Approvals shall have been obtained (or listing of the applicable waiting periods, including extensions thereof, shall have expired); (e) the Parent Consideration Shares issuable pursuant to the Arrangement shall at the Effective Time be approved for listing on the NYSE, subject to official notice of issuance; and (f) the Parent Shares to be issued pursuant to the Arrangement TSX shall have been allotted obtained 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 exemptionPurchaser.