Common use of Board and Special Committee Approval Clause in Contracts

Board and Special Committee Approval. (a) The Special Committee, after consultation with its financial and legal advisors, has unanimously recommended that the Board approve the Arrangement and that the Class A Shareholders vote in favour of the Arrangement Resolution. (b) The Board, acting on the unanimous recommendation in favour of the Arrangement by the Special Committee, has unanimously: (i) determined that the Consideration is fair from a financial point of view to the Class A Shareholders and that the Arrangement is in the best interests of the Company; (ii) resolved, subject to Section 7.2(1)(d)(ii) of this Agreement, to unanimously recommend that the Class A Shareholders vote in favour of the Arrangement Resolution; and (iii) authorized the entering into of this Agreement and the performance by the Company of its obligations under this Agreement, and no action has been taken to amend, or supersede such determinations, resolutions, or authorizations. (c) Each of the directors and officers of the Company has advised the Company and the Company believes that they intend to vote or cause to be voted all Class A Shares beneficially held by them in favour of the Arrangement Resolution and the Company shall make a statement to that effect in the Company Circular.

Board and Special Committee Approval. (a) The Special Committee, after consultation with its financial and legal advisors, has unanimously recommended that the Company Board approve the Arrangement and that the Class A Shareholders Company Securityholders vote in favour favor of the Arrangement Resolution. (b) The Company Board, acting on the unanimous recommendation in favour favor of the Arrangement by the Special Committee, has unanimously: unanimously (i) determined that the Consideration consideration to be received by the Company Securityholders pursuant to the Arrangement and this Agreement is fair from a financial point of view to the Class A Shareholders such holders and that the Arrangement is in the best interests of the CompanyCompany and the Company Securityholders; (ii) resolved, subject to Section 7.2(1)(d)(ii) of this Agreement, resolved to unanimously recommend that the Class A Shareholders Company Securityholders vote in favour of the Arrangement Resolution; and (iii) authorized the entering into of this Agreement and the performance by the Company of its obligations under this Agreement, and no action has been taken to amend, or supersede such determinations, resolutions, or authorizations. (c) Each of the directors and officers of the Company has advised the Company and the Company believes that they intend to vote or cause to be voted all Class A Common Shares beneficially held by them in favour of the Arrangement Resolution Resolution, as applicable, and the Company shall make a statement to that effect in the Company Circular.

Board and Special Committee Approval. (a) The Special Committee, after consultation with its financial and legal advisors, has unanimously recommended that the Board approve the Arrangement and that the Class A Common Shareholders vote in favour of the Arrangement Resolution and the Preferred Shareholders vote in favour of the Preferred Shareholder Resolution. (b) The Board, acting on the unanimous recommendation in favour of the Arrangement by the Special Committee, has unanimously: (i) determined that the Consideration to be received by the Company Shareholders pursuant to the Arrangement and this Agreement is fair from a financial point of view to the Class A Shareholders such holders and that the Arrangement is in the best interests of the CompanyCompany and the Company Shareholders; (ii) resolved, subject to Section 7.2(1)(d)(ii) of this Agreement, resolved to unanimously recommend that the Class A Common Shareholders vote in favour of the Arrangement Resolution and the Preferred Shareholders vote in favour of the Preferred Shareholder Resolution; and (iii) authorized the entering into of this Agreement and the performance by the Company of its obligations under this Agreement, and no action has been taken to amend, or supersede such determinations, resolutions, or authorizations. (c) Each of the directors and executive officers of the Company listed in Section 1.2(6) of this Agreement has advised the Company and the Company believes that they intend to vote or cause to be voted all Class A Company Shares beneficially held by them in favour of the Arrangement Resolution and the Preferred Shareholder Resolution, as applicable, and the Company shall make a statement to that effect in the Company Circular.

Board and Special Committee Approval. (a) The As of the date hereof, the Special Committee, after consultation with its legal and financial and legal advisors, has unanimously recommended that the Board approve the Arrangement and recommend to Shareholders that the Class A Shareholders they vote in favour favor of the Arrangement Resolution. (b) The As of the date hereof, the Board, acting on the unanimous recommendation in favour of the Arrangement by the Special Committeeafter consultation with legal and financial advisors, has unanimouslyhas: (i) determined that the Consideration to be received by the Common Shareholders pursuant to the Arrangement is fair from a financial point of view to the Class A Common Shareholders and that the Arrangement is in the best interests of the Company; (ii) resolved, subject to Section 7.2(1)(d)(ii) of this Agreement, resolved to unanimously recommend that the Class A Common Shareholders vote in favour of the Arrangement Resolution; and (iii) authorized the entering into of this Agreement and the performance by the Company of its obligations under this Agreement, and no action has been taken to amend, or supersede supersede, such determinations, resolutions, resolutions or authorizations. (c) Each of the directors and executive officers of the Company has advised the Company and the Company believes that they intend to vote or cause to be voted all Class A Common Shares beneficially held by them in favour of the Arrangement Resolution and the Company shall make a statement to that effect in the Company Circular.

Board and Special Committee Approval. (a) The Special Committee, after consultation with its financial and legal advisors, has unanimously recommended that the Board approve the Arrangement and that the Class A Company Shareholders vote in favour of the Arrangement Resolution. (b) The Board, acting on the unanimous recommendation in favour of the Arrangement by the Special Committee, has unanimously: (i) determined that the Consideration to be received by the Company Shareholders pursuant to the Arrangement and this Agreement is fair from a financial point of view to the Class A Shareholders such holders and that the Arrangement is in the best interests of the CompanyCompany and its shareholders; (ii) resolved, subject to Section 7.2(1)(d)(ii) of this Agreement, resolved to unanimously recommend that the Class A Company Shareholders vote in favour of the Arrangement Resolution; and (iii) authorized the entering into of this Agreement and the performance by the Company of its obligations under this Agreement, and no action has been taken to amend, or supersede such determinations, resolutions, or authorizations. (c) Each of the directors and executive officers of the Company has advised the Company and the Company believes that they intend to vote or cause to be voted all Class A Common Shares beneficially held by them in favour of the Arrangement Resolution and the Company shall make a statement to that effect in the Company Circular.

Board and Special Committee Approval. (a) The Special Committee, after consultation with its financial and legal advisors, has unanimously recommended that the Board approve the Arrangement and that the Class A Shareholders vote in favour of the Arrangement Resolution. (b) The Board, acting on the unanimous recommendation in favour of the Arrangement by the Special Committee, has unanimously: (i) determined that the Consideration to be received by the Shareholders pursuant to the Arrangement and this Agreement is fair from a financial point of view to the Class A Shareholders such holders and that the Arrangement is in the best interests of the CompanyCompany and the Shareholders; (ii) resolved, subject to Section 7.2(1)(d)(ii) of this Agreement, resolved to unanimously recommend that the Class A Shareholders vote in favour of the Arrangement Resolution; and (iii) authorized the entering into of this Agreement and the performance by the Company of its obligations under this Agreement, and no action has been taken to amend, or supersede such determinations, resolutions, or authorizations. (c) Each of the directors and officers of the Company has advised the Company and the Company believes that they intend to vote or cause to be voted all Class A Shares Company Securities beneficially held by them in favour of the Arrangement Resolution and the Company shall make a statement to that effect in the Company Circular.