Common use of Consents and Requisite Governmental Approvals; No Violations Clause in Contracts

Consents and Requisite Governmental Approvals; No Violations. No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of BOA with respect to BOA’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or thereby, except for (i) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) the filing of the Certificate of Merger, (iii) the BOA Stockholder Approval, (iv) applicable requirements, if any, under NYSE in connection with the transactions contemplated by this Agreement and the other Ancillary Documents or (v) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a BOA Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration declaration, registration or filing with, any Governmental Entity is required on the part of BOA an Acquisition Entity with respect to BOAsuch Acquisition Entity’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or therebyTransactions, except for (i) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, Transactions; (ii) the filing with the Alberta Securities Commission of the Certificate Form 45-106 – Report of Merger, (iii) the BOA Stockholder Approval, (iv) applicable requirements, if any, under NYSE Exempt Distribution in connection with the transactions contemplated by this Agreement Transaction Financing; and the other Ancillary Documents or (viii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have reasonably be expected to have, individually or in the aggregate, a BOA Material Adverse Effectmaterial adverse effect on the ability of any Acquisition Entity to enter into and perform under this Agreement or the Ancillary Documents to which it is or will be a party and to consummate the Transactions.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration declaration, registration or filing with, any Governmental Entity is required on the part of BOA an Acquisition Entity with respect to BOAsuch Acquisition Entity’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or therebyTransactions, except for (i) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, Transactions; (ii) the filing with the Alberta Securities Commission of the Certificate Form 45-106 - Report of Merger, (iii) the BOA Stockholder Approval, (iv) applicable requirements, if any, under NYSE Exempt Distribution in connection with the transactions contemplated by this Agreement Transaction Financing; and the other Ancillary Documents or (viii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have reasonably be expected to have, individually or in the aggregate, a BOA Material Adverse Effectmaterial adverse effect on the ability of any Acquisition Entity to enter into and perform under this Agreement or the Ancillary Documents to which it is or will be a party and to consummate the Transactions.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization Consent of, or designation, designation or declaration or filing with, any Governmental Entity is required on the part of BOA Acquiror with respect to BOAAcquiror’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or therebyby the Ancillary Documents, except for (i) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or and thereby, (ii) the such filings with and approvals of Nasdaq to permit Newco Shares to be issued in accordance with this Agreement to be listed on Nasdaq, (iii) filing of the Certificate of Merger, (iiiiv) the BOA Stockholder Approval, (iv) applicable requirements, if any, under NYSE in connection with the transactions contemplated by this Agreement and the other Ancillary Documents Acquiror Shareholder Approvals or (v) any other consents, approvals, authorizationsConsents, designations, or declarations, waivers or filings, the absence of which would not have a BOA an Acquiror Material Adverse Effect.