Common use of Additional Approvals Clause in Contracts

Additional Approvals. (i) To the extent the Interests are evidenced by stock certificates or partnership interest or membership interest certificates (each, a “Certificate”), the parties hereby agree that (a) each Certificate shall be delivered to Assignee concurrently with the execution hereof; (b) this Assignment, and Assignor’s signature hereto, also constitutes an assignment and transfer of each Certificate (and shall be deemed to satisfy any form requirements of such Certificate); (c) Assignee’s signature hereto also constitutes an application for transfer of each Certificate, including any agreements and representations required by such Certificate (and shall be deemed to satisfy any form requirements of such Certificate), and (d) to the extent that a Transferred Entity is a partnership or limited liability company, Assignee shall be admitted as a substitute member or partner, as the case may be, of such Transferred Entity in accordance with such Transferred Entity’s Organizational Documents. Assignor hereby irrevocably constitutes and appoints Assignee and its authorized officers as attorney-in-fact for the limited purposes of transferring each such Certificate on the books and records of each Transferred Entity, with full power of substitution in the premises. The parties hereto covenant and agree that they will execute, deliver and acknowledge from time to time at the request of the other, and without further consideration, all such further instruments of assignment or assumption of rights and/or obligations as may be reasonably required in order to give effect to the transactions described herein. (ii) To the extent that the applicable Transferred Entity’s Organizational Documents provide that interests therein shall be certificated and such certificates shall not have been delivered to Assignee on the date hereof, then such certificates shall be deemed to have been lost or destroyed, and to the extent that any such certificates shall be found following the date hereof, that parties covenant and agree to take all applicable actions to transfer and deliver such certificates to Assignee. (iii) Assignor represents and warrants that it has all requisite approval under the terms of any Organizational Document of the Transferred Entities to permit the assignment of the Interests to Assignee.

Additional Approvals. The following registrations, approvals, consents, receipts and/or relief shall have been obtained: (i) To the extent the Interests are evidenced by stock certificates or partnership interest or membership interest certificates (each, A) registration of Alignvest as a “Certificate”), the parties hereby agree that (a) each Certificate shall be delivered to Assignee concurrently reporting issuer with the execution hereof; Trinidad and Tobago Securities Exchange Commission or (bB) this Assignment, confirmation from the Trinidad and Assignor’s signature hereto, also constitutes an assignment and transfer of each Certificate (and shall be deemed to satisfy any form requirements of Tobago Securities Exchange Commission that such Certificate); (c) Assignee’s signature hereto also constitutes an application for transfer of each Certificate, including any agreements and representations required by such Certificate (and shall be deemed to satisfy any form requirements of such Certificate), and (d) to the extent that a Transferred Entity registration is a partnership or limited liability company, Assignee shall be admitted as a substitute member or partner, as the case may be, of such Transferred Entity in accordance with such Transferred Entity’s Organizational Documents. Assignor hereby irrevocably constitutes and appoints Assignee and its authorized officers as attorney-in-fact for the limited purposes of transferring each such Certificate on the books and records of each Transferred Entity, with full power of substitution in the premises. The parties hereto covenant and agree that they will execute, deliver and acknowledge from time to time at the request of the other, and without further consideration, all such further instruments of assignment or assumption of rights and/or obligations as may be reasonably required in order to give effect to the transactions described herein.not required; (ii) To (A) publishing a prospectus and all related filings and approvals in Barbados under the extent Barbados Securities Act or (B) confirmation from the Financial Services Commission of Barbados that the applicable Transferred Entity’s Organizational Documents provide that interests therein shall be certificated and such certificates shall transactions contemplated in the Arrangement Agreement do not have been delivered to Assignee on require the date hereof, then such certificates shall be deemed to have been lost filing of a prospectus or destroyed, and to similar disclosure document with the extent that any such certificates shall be found following the date hereof, that parties covenant and agree to take all applicable actions to transfer and deliver such certificates to Assignee.Financial Services Commission; (iii) Assignor represents (A) publishing a prospectus and warrants that it has all requisite approval under related filings and approvals with the terms of any Organizational Document Financial Conduct Authority of the Transferred Entities to permit United Kingdom or (B) confirmation from the assignment Financial Conduct Authority of the Interests United Kingdom that the transactions contemplated in the Arrangement Agreement do not require the filing of a prospectus or similar disclosure document with the Financial Conduct Authority and do not require any Party to Assigneeobtain a listing in the United Kingdom; (iv) receipt for Alignvest’s final Prospectus from the Alignvest Securities Authorities; (v) consent from the OSC regarding the Alignvest Continuance; (vi) consent from the Ontario Minister of Finance regarding the Alignvest Continuance; (vii) consent from the Bermuda Monetary Authority pursuant to the Exchange Control Xxx 0000 for (A) the Alignvest Shareholders to hold the Alignvest Shares; and (B) the issue and transfer of the Alignvest Common Shares and other equity securities of Alignvest from and/or to persons non- resident of Bermuda for exchange control purposes for so long as any equity securities of the company are listed on an “Appointed Stock Exchange” (as such term is defined in the Bermuda Act and including the TSX), without the approval of the Bermuda Monetary Authority, in each case following the Alignvest Continuance; (viii) confirmation from the Barbados Revenue Authority that Alignvest will, following the Alignvest Continuance, be deemed a company resident in Barbados for the purpose of the Barbados Income Tax Act and the CARICOM Treaty; and (ix) approval by the TSX of the listing application for the Alignvest Common Shares.

Additional Approvals. The following registrations, approvals, consents, receipts and/or relief shall have been obtained: (i) To the extent the Interests are evidenced by stock certificates or partnership interest or membership interest certificates (each, A) registration of Alignvest as a “Certificate”), the parties hereby agree that (a) each Certificate shall be delivered to Assignee concurrently reporting issuer with the execution hereof; Trinidad and Tobago Securities Exchange Commission or (bB) this Assignment, confirmation from the Trinidad and Assignor’s signature hereto, also constitutes an assignment and transfer of each Certificate (and shall be deemed to satisfy any form requirements of Tobago Securities Exchange Commission that such Certificate); (c) Assignee’s signature hereto also constitutes an application for transfer of each Certificate, including any agreements and representations required by such Certificate (and shall be deemed to satisfy any form requirements of such Certificate), and (d) to the extent that a Transferred Entity registration is a partnership or limited liability company, Assignee shall be admitted as a substitute member or partner, as the case may be, of such Transferred Entity in accordance with such Transferred Entity’s Organizational Documents. Assignor hereby irrevocably constitutes and appoints Assignee and its authorized officers as attorney-in-fact for the limited purposes of transferring each such Certificate on the books and records of each Transferred Entity, with full power of substitution in the premises. The parties hereto covenant and agree that they will execute, deliver and acknowledge from time to time at the request of the other, and without further consideration, all such further instruments of assignment or assumption of rights and/or obligations as may be reasonably required in order to give effect to the transactions described herein.not required; (ii) To (A) publishing a prospectus and all related filings and approvals in Barbados under the extent Barbados Securities Act or (B) confirmation from the Financial Services Commission of Barbados that the applicable Transferred Entity’s Organizational Documents provide that interests therein shall be certificated and such certificates shall transactions contemplated in the Arrangement Agreement do not have been delivered to Assignee on require the date hereof, then such certificates shall be deemed to have been lost filing of a prospectus or destroyed, and to similar disclosure document with the extent that any such certificates shall be found following the date hereof, that parties covenant and agree to take all applicable actions to transfer and deliver such certificates to Assignee.Financial Services Commission; (iii) Assignor represents (A) publishing a prospectus and warrants that it has all requisite approval under related filings and approvals with the terms of any Organizational Document Financial Conduct Authority of the Transferred Entities to permit United Kingdom or (B) confirmation from the assignment Financial Conduct Authority of the Interests United Kingdom that the transactions contemplated in the Arrangement Agreement do not require the filing of a prospectus or similar disclosure document with the Financial Conduct Authority and do not require any Party to Assigneeobtain a listing in the United Kingdom; (iv) receipt for Alignvest’s final Prospectus from the Alignvest Securities Authorities; (v) consent from the OSC regarding the Alignvest Continuance; (vi) consent from the Ontario Minister of Finance regarding the Alignvest Continuance; (vii) consent from the Bermuda Monetary Authority pursuant to the Exchange Control Axx 0000 for (A) the Alignvest Shareholders to hold the Alignvest Shares; and (B) the issue and transfer of the Alignvest Common Shares and other equity securities of Alignvest from and/or to persons non-resident of Bermuda for exchange control purposes for so long as any equity securities of the company are listed on an “Appointed Stock Exchange” (as such term is defined in the Bermuda Act and including the TSX), without the approval of the Bermuda Monetary Authority, in each case following the Alignvest Continuance; (viii) confirmation from the Barbados Revenue Authority that Alignvest will, following the Alignvest Continuance, be deemed a company resident in Barbados for the purpose of the Barbados Income Tax Act and the CARICOM Treaty; and (ix) approval by the TSX of the listing application for the Alignvest Common Shares.