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 the transactions contemplated hereby, and in particular the Amalgamation, Arrangement are subject to the satisfaction, on fulfillment or before the Effective Date or such other time specified, waiver 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 GWRC Shareholder Approval at the Arrangement 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 Merger shall be on or prior to have received the Outside DateRequisite GWRI Stockholder Approval in accordance with the DGCL; (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 the Agreement, and conditions satisfactory shall not have been set aside, amended or modified in a manner unacceptable to RDT GWRC and ACMEGWRI, each acting reasonably, including, without limitation, all applicable statutory and regulatory waiting periods on appeal or otherwise; (d) no Governmental Entity having jurisdiction over any Party shall have expired enacted, issued, promulgated, enforced or have been terminated entered any Law which has become final and no unresolved material objection non-appealable and has the effect of making the Arrangement illegal or opposition otherwise preventing or prohibiting consummation of the Arrangement; (e) the completion of the US IPO on the Effective Date; (f) the NASDAQ 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 approved the listing of the ACME Shares issuable pursuant shares of common stock of GWRI, subject only to the Amalgamation on satisfaction of customary listing conditions of the ExchangeNASDAQ; (g) the TSX shall have approved the listing of the shares of common stock of GWRI, each subject only to the satisfaction of customary listing conditions of the TSX; and (h) 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 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, Arrangement are subject to the satisfaction, fulfillment of each of the following conditions precedent on or before the Effective Date Time or such other time specified, the waiver by each of Correvio and Purchaser to the following conditions, any of which may be waived extent permitted by the mutual consent of such parties applicable Law and without prejudice to their right to rely on the fulfilment of any other of such conditions: (a) the Interim Order having been granted on terms consistent with this Agreement and the Interim Order not having been set aside or modified in a manner unacceptable to either 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 of competent jurisdiction which make it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the completion 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 the Parties, each of RDT and ACME, acting reasonably; (bf) this Agreement shall not have been terminated in accordance with its terms; and (g) 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 Key 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 Weekend and Open Source to consummate complete the transactions contemplated hereby, and in particular the Amalgamation, are by this Agreement shall be subject to the fulfilment or 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) Weekend has continued under the provisions of the Act; (b) the Amalgamation shall have been approved by the shareholders of Open Source and the shareholders of Weekend in accordance with the Act and the Canada Business Corporations Act (Federal), respectively and any applicable regulatory requirements; (c) the Articles of Amalgamation filed with the Registrar shall be Amalgamation, in form and substance satisfactory to each of RDT Weekend and ACMEOpen Source, acting reasonably, shall have been accepted for filing by the Registrar; (bd) the CSE shall have 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 shall be on Date, or prior as soon as practicable thereafter, subject to compliance with the Outside Dateusual requirements of the CSE; (ce) all required regulatorythere shall not be in force any order or decree of a court of competent jurisdiction or of any federal, provincial, municipal or other governmental and third party approvalsdepartment, waivers and consents in respect commission, board, agency or regulatory body restraining, interfering with or enjoining the consummation 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 Agreement; and (f) all necessary regulatory and similar reviews, rulings, orders, consents and approvals necessary under applicable legislation, regulation or policy shall with respect to the listing transactions contemplated hereby have been completed or obtained. The foregoing conditions precedent shall be for the mutual benefit of the ACME Shares issuable pursuant to the Amalgamation on the Exchange, parties hereto and may not be waived in whole or in part unless waived by each in form and substance satisfactory to ACME and RDT, acting reasonably;of them.

Mutual Conditions Precedent. The respective obligations of the Parties hereto Amalgamating Companies hereunder to consummate complete the transactions contemplated hereby, and in particular the Amalgamation, are by this Agreement shall be subject to the fulfilment or satisfaction, on or before the Effective Date or such other time specifiedDate, of each of the following conditions, any of which (except for conditions (a) to (e), inclusive) may be waived waived, as to it, by either of the mutual consent of such parties Amalgamating Companies without prejudice to their the right of such party to rely on any other or others of such conditionsthem: (a) the Articles shareholders of Amalgamation filed Scotia Prime shall have approved the Continuance of Scotia Prime to Alberta and Scotia Prime shall have effected the Continuance; (b) the Minera Andes Resolution and the Scotia Prime Resolution shall have been approved by the votes of the requisite number of respective shareholders, as the case may be, at the Meetings in accordance with the Registrar provisions of the Act, the Interim Order, as applicable, and any applicable regulatory requirements; (c) the Final Order shall have been granted by the Court, which order shall be reflective of the intent of the parties hereto as expressed by this Agreement and shall be in form and substance satisfactory to each of RDT all parties hereto acting reasonably and ACME, acting reasonablyhaving regard to this Agreement; (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 Acquireco and the Parties hereto Corporation hereunder, including the obligation to consummate complete the transactions contemplated hereby, and in particular the AmalgamationArrangement, are 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 only be waived by the mutual consent of such parties without prejudice Acquireco and the Corporation, and any one or more of which, if not satisfied or waived by either party, will permit that party to their right to rely on any other of such conditionsterminate this Agreement in accordance with Article 7: (a) the Articles of Amalgamation filed Special Resolution shall have been approved at the Meeting in accordance with the Registrar shall be in form and substance satisfactory to each terms of RDT and ACME, acting reasonablythe Interim Order; (b) the Effective Date Interim Order and the Final Order shall each have been obtained in form and on terms satisfactory to each of Acquireco and the Corporation, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Acquireco and the Corporation, acting reasonably, on appeal or otherwise, and any approvals required to be on or prior obtained under same in addition to the Outside DateShareholder approval referred to in section 00 shall have been obtained; (c) all required regulatorythe Competition Act Clearance and HSR Clearance shall have been obtained; (d) there shall not be in force any injunction, governmental and third party approvals, waivers and consents in respect order or decree issued by a Governmental Entity of competent jurisdiction restraining or enjoining the completion of the Amalgamation Arrangement; and (e) 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;Article 7.

Mutual Conditions Precedent. The respective obligations of the Parties parties hereto to consummate the transactions contemplated hereby, and in particular the Amalgamation, are subject to the satisfaction, on or before the Effective Date Time 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 Pre-Acquisition Reorganizations shall have been completed and evidence thereof shall have been provided to each of ▇▇▇▇▇▇ and Fulcrum and the Principal Vendors; (b) the Amalgamation Resolution shall have been passed by the Fulcrum Shareholders on or prior to the Outside Date, in accordance with Applicable Laws; (c) the Articles of Amalgamation to be filed with the Registrar in accordance with the Amalgamation shall be in form and substance satisfactory to each of RDT ▇▇▇▇▇▇ and ACMEFulcrum, acting reasonably; (bd) the Effective Date Articles of Amalgamation shall be filed with the Registrar on or prior to the Outside Date;; and (ce) all required regulatory, governmental and third party approvals, waivers and consents in respect Receipt of a copy of the completion Securityholder Agreement duly executed by each Fulcrum Shareholder; The foregoing conditions are for the mutual benefit of Fulcrum on the one hand and ▇▇▇▇▇▇ and AcquisitionCo on the other hand and may be asserted by Fulcrum and by ▇▇▇▇▇▇ and AcquisitionCo regardless of the Amalgamation shall have been obtained on terms circumstances and conditions satisfactory may be waived by Fulcrum and ▇▇▇▇▇▇ and AcquisitionCo in their sole discretion, in whole or in part, at any time and from time to RDT and ACME, each acting reasonably, including, time 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 prejudice to any applicable statutory regulatory period, including, without limitation, Exchange approval for other rights which 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;parties hereto may have.

Mutual Conditions Precedent. The respective obligations of Acquireco and the Parties hereto Corporation hereunder, including the obligation to consummate complete the transactions contemplated hereby, and in particular the AmalgamationArrangement, are 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 only be waived by the mutual consent of such parties without prejudice Acquireco and the Corporation, and any one or more of which, if not satisfied or waived by either party, will permit that party to their right to rely on any other of such conditionsterminate this Agreement in accordance with Article 7: (a) the Articles of Amalgamation filed Special Resolution shall have been approved at the Meeting in accordance with the Registrar shall be in form and substance satisfactory to each terms of RDT and ACME, acting reasonablythe Interim Order; (b) the Effective Date Interim Order and the Final Order shall each have been obtained in form and on terms satisfactory to each of Acquireco and the Corporation, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Acquireco and the Corporation, acting reasonably, on appeal or otherwise, and any approvals required to be on or prior obtained under same in addition to the Outside DateShareholder approval referred to in section 6.1(a) shall have been obtained; (c) all required regulatorythe Competition Act Clearance and HSR Clearance shall have been obtained; (d) there shall not be in force any injunction, governmental and third party approvals, waivers and consents in respect order or decree issued by a Governmental Entity of competent jurisdiction restraining or enjoining the completion of the Amalgamation Arrangement; and (e) 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;Article 7.

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 the Parties parties hereto to consummate the transactions contemplated hereby, and in particular the Amalgamation, are subject to the satisfaction, on or before the Effective Date Time 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 Pre-Acquisition Reorganizations shall have been completed and evidence thereof shall have been provided to each of ▇▇▇▇▇▇ and Fulcrum and the Principal Vendors; (b) the Amalgamation Resolution shall have been passed by the Fulcrum Shareholders on or prior to the Outside Date, in accordance with Applicable Laws; (c) the Articles of Amalgamation to be filed with the Registrar in accordance with the Amalgamation shall be in form and substance satisfactory to each of RDT ▇▇▇▇▇▇ and ACMEFulcrum, acting reasonably; (bd) the Effective Date Articles of Amalgamation shall be filed with the Registrar on or prior to the Outside Date;; and (ce) all required regulatory, governmental and third party approvals, waivers and consents in respect Receipt of a copy of the completion Securityholder Agreement duly executed by each Fulcrum Shareholder; The foregoing conditions are for the mutual benefit of Fulcrum on the one hand and ▇▇▇▇▇▇ and AcquisitionCo on the other hand and may be asserted by Fulcrum and by ▇▇▇▇▇▇ and AcquisitionCo regardless of the Amalgamation shall have been obtained on terms circumstances and conditions satisfactory may be waived by ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ and AcquisitionCo in their sole discretion, in whole or in part, at any time and from time to RDT and ACME, each acting reasonably, including, time 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 prejudice to any applicable statutory regulatory period, including, without limitation, Exchange approval for other rights which 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;parties hereto 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 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 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.

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 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 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 Absolute Securityholders at the Absolute 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 either Absolute or the Outside DatePurchaser, 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 no Law or Order shall have been obtained on terms and conditions satisfactory enacted, promulgated, amended or applied, in either case, that enjoins, prevents or prohibits the ability of the Parties to RDT and ACME, each acting reasonably, including, without limitation, all complete the Arrangement or that makes the consummation of the Arrangement illegal; and (d) the applicable statutory and regulatory waiting periods shall (and any extensions thereof), if any, under the HSR Act and the other Regulatory Approvals set forth in Schedule D will have expired or been terminated, or all requisite consents pursuant thereto will 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, Transactions are subject to the satisfaction, satisfaction or waiver by Basin and Nexus on or before the Effective Date or such other time specified, of each of the following conditions, any which are for the mutual benefit of each of Basin and Nexus and which 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 each of such conditionsBasin and Nexus: (a) the Articles of Amalgamation filed with the Registrar Interim Order shall be have been obtained in form and substance satisfactory to each of RDT Basin and ACMENexus, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to either Basin or Nexus, each acting reasonably, on appeal or otherwise; (b) the Effective Date Arrangement Resolution, in form and substance acceptable to Basin and Nexus, each acting reasonably, shall be on or prior to have been approved at the Outside DateBasin Meeting by not less than the Required Vote, 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 Final 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 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 each of Basin and RDTNexus, each acting reasonably, and shall not have been set aside or modified in any manner unacceptable to either Basin and Nexus, each acting reasonably, on appeal or otherwise; (d) no applicable Law shall have been enacted or made (and no applicable Law shall have been amended) that makes consummation of the Arrangement illegal or that prohibits or otherwise restrains (whether temporarily or permanently) Basin and Nexus from consummating the Arrangement or any of the other Transactions;

Mutual Conditions Precedent. The respective obligations of each of the Parties parties hereto to consummate complete the transactions contemplated hereby, by this Agreement and in particular of PARC to file a copy of the Amalgamation, are Final Order to give effect to the Arrangement shall be subject to the satisfaction, on or before the Effective Date or such other time specifiedDate, 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, shall have been approved at the Special Meeting in accordance with the Registrar Interim Order and the Arrangement shall be 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 Final Order shall have been obtained in form and substance satisfactory to each of RDT and ACMEparty hereto, acting reasonably; (b) the Effective Date shall be on or prior to the Outside Date; (c) all required regulatoryother consents, governmental orders and third party approvals, waivers including regulatory and consents in respect of judicial approvals and orders, required or necessary or desirable for the completion of the Amalgamation transactions provided for in this Agreement and the Plan of Arrangement shall have been obtained on terms and conditions satisfactory to RDT and ACMEor received from the persons, each acting reasonablyauthorities or bodies having jurisdiction in the circumstances, including, without limitation, all applicable statutory and regulatory waiting periods pursuant to the OSA; (d there shall have expired not be in force any order or have been terminated and no unresolved material objection decree restraining 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 the listing Arrangement; (e) none of the ACME Shares issuable pursuant to consents, orders or approvals contemplated herein shall contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by any of the Amalgamation on the Exchangeparties hereto, 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 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 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 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 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.