Common use of Agreement to Vote Against Clause in Contracts

Agreement to Vote Against. At any meeting of shareholders of the Company or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the shareholders of the Company is sought (including by written consent in lieu of a meeting), each Shareholder shall cause its Subject Shares to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Shares against (i) any merger agreement or merger (other than the Acquisition Agreement and the Arrangement), consolidation, combination, sale or transfer of a material amount of assets, amalgamation, plan of arrangement, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any Acquisition Proposal, (ii) any amendment of the Company’s charter document or bylaws or other proposal or transaction involving the Company or any of its subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Arrangement, the Acquisition Agreement or any of the other transactions contemplated by the Acquisition Agreement or change in any manner the voting rights of the Limited Voting Shares or the Variable Multiple Voting Shares, and (iii) any action, agreement, transaction or proposal that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Company in the Acquisition Agreement.

Agreement to Vote Against. At any meeting of shareholders of the Company or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the shareholders of the Company is sought (including by written consent in lieu of a meeting), each Shareholder of the Shareholders shall irrevocably cause its Subject Shares to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Shares against (i) any merger acquisition agreement or merger acquisition (other than the Acquisition Agreement and the Arrangement), consolidation, combination, sale or transfer of a material amount of assets, amalgamation, plan of arrangement, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any Acquisition ProposalCompany, (ii) any amendment of the Company’s charter document articles or bylaws or other proposal or transaction involving the Company Company’s or any of its subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Arrangement, the Acquisition Agreement or the Arrangement or any of the other transactions contemplated by the Acquisition Agreement and the Arrangement or change in any manner the voting rights of the Limited Voting Shares or the Variable Multiple Voting Subject Shares, and (iii) any action, agreement, transaction or proposal that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Company in the Acquisition Agreement.