Common use of Consents, Approvals and Authorizations Clause in Contracts

Consents, Approvals and Authorizations. (a) The Corporation covenants that it shall prepare, file and diligently pursue until received all necessary consents, approvals and authorizations of any Person and make such necessary filings, as are required to be obtained under Applicable Laws with respect to this Agreement and the transactions contemplated hereby. (b) The Corporation shall keep the Investor fully informed regarding the status of such consents, approvals and authorizations, and the Investor, its representatives and counsel shall have the right to provide input into any applications for approval and related correspondence, which will be incorporated by the Corporation, acting reasonably. The Corporation will provide notice to the Investor (and its counsel) of any proposed substantive discussions with the TSX or the NYSE in connection with the transactions contemplated by this Agreement. On the date all such consents, approvals and authorizations have been obtained by the Corporation and all such filings have been made by the Corporation, the Corporation shall notify the Investor of same. (c) Without limiting the generality of the foregoing, the Corporation shall promptly make all filings required by the TSX and the NYSE. If the approval or authorization of either of the TSX and the NYSE is "conditional approval" subject to the making of customary deliveries to the TSX or the NYSE after the Tranche 2 Closing Time, the Corporation shall ensure that such filings are made as promptly as practicable after such date and in any event within the time frame contemplated in the conditional approval letter from the TSX or the authorization from the NYSE, as applicable. (d) The Corporation shall, as promptly as practicable after the date hereof, seek, and continue to use commercially reasonable efforts to seek until obtained, the consent of each Person which is required in connection with the transactions contemplated hereby, but excluding, for greater certainty, the preparation or filing of a prospectus, offering memorandum, registration statement or similar document in any jurisdiction.

Consents, Approvals and Authorizations. (a) The Corporation Company covenants that it shall prepare, file and diligently pursue until received all necessary consents, approvals and authorizations of any Person and make such necessary filings, as are required to be obtained under Applicable Laws Law with respect to this Agreement and the transactions contemplated herebyhereby (excluding, for greater certainty, the preparation or filing of a prospectus, offering memorandum, registration statement or similar document in any jurisdiction). (b) The Corporation Company shall keep the Investor Purchaser fully informed regarding the status of such consents, approvals and authorizations, and the InvestorPurchaser, its representatives and counsel shall have the right to participate in any substantive discussions with the TSX, the NYSE and any other applicable regulatory authority in connection with the transactions contemplated by this Agreement and provide input into any applications for approval and related correspondence, which will be incorporated by the CorporationCompany, acting reasonably. The Corporation Company will provide notice to the Investor Purchaser (and its counsel) of any proposed substantive discussions with the TSX or and the NYSE in connection with the transactions contemplated by this Agreement. On the date all such consents, approvals and authorizations have been obtained by the Corporation Company and all such filings have been made by the CorporationCompany, the Corporation Company shall notify the Investor Purchaser of same. (c) Without limiting the generality of the foregoing, the Corporation Company shall promptly make all filings required by the TSX and the NYSENYSE to obtain applicable Regulatory Approvals. If the approval or authorization of either of the TSX and the NYSE is "“conditional approval" ” subject to the making of customary deliveries to the TSX or the NYSE after the Tranche 2 an applicable Closing TimeDate, the Corporation Company shall ensure that such filings are made as promptly as practicable after such closing date and in any event within the time frame contemplated in the conditional approval letter from the TSX or the authorization from the NYSE, as applicableTSX. (d) The Corporation Company shall, as promptly as practicable after the date hereof, seek, and continue to use commercially reasonable efforts to seek until obtained, the consent of each Person which is required in connection with the transactions contemplated hereby, but excluding, for greater certainty, the preparation or filing of a prospectus, offering memorandum, registration statement or similar document in any jurisdiction. (e) The Company shall, as promptly as practicable after the date hereof, seek, and continue to use commercially reasonable efforts to seek until obtained, the, waiver of any rights of a third party that could be reasonably be expected to be exercisable or triggered by operation of any “change of control” or similar provision under any Contract in connection with or as a result of the transactions contemplated herein. (f) The Company shall take all necessary action after the date hereof to cause the removal of the legends contemplated by paragraph (j) of Schedule A of this Agreement on the date that is four months and one day following the Closing Date.

Consents, Approvals and Authorizations. (a) The Corporation Company covenants that it shall prepare, file and diligently pursue until received all necessary consents, approvals and authorizations of any Person and make such necessary filings, as are required to be obtained under Applicable Laws Law with respect to this Agreement and the transactions contemplated herebyhereby (excluding, for greater certainty, the preparation or filing of a prospectus, offering memorandum, registration statement or similar document in any jurisdiction but including, for greater certainty, the Regulatory Approval). (b) The Corporation Company shall keep the Investor Purchaser fully informed regarding the status of such consents, approvals and authorizations, and the InvestorPurchaser, its representatives and counsel shall have the right to participate in any substantive discussions with the TSX and any other applicable regulatory authority in connection with the transactions contemplated by this Agreement and provide input into any applications for approval and related correspondence, which will be incorporated by the CorporationCompany, acting reasonably. The Corporation Company will provide notice to the Investor Purchaser (and its counsel) of any proposed substantive discussions with the TSX or the NYSE in connection with the transactions contemplated by this Agreement. On the date all such consents, approvals and authorizations have been obtained by the Corporation Company and all such filings have been made by the CorporationCompany, the Corporation Company shall notify the Investor Purchaser of same. (c) Without limiting the generality of the foregoing, the Corporation Company shall promptly make all filings required by the TSX and the NYSEto obtain Regulatory Approval. If the approval or authorization of either of the TSX and the NYSE is "“conditional approval" ” subject to the making of customary deliveries to the TSX or the NYSE after the Tranche 2 an applicable Closing TimeDate, the Corporation Company shall ensure that such filings are made as promptly as practicable after such closing date and in any event within the time frame contemplated in the conditional approval letter from the TSX or the authorization from the NYSE, as applicableTSX. (d) The Corporation Company shall, as promptly as practicable after the date hereof, seek, and continue to use commercially reasonable efforts to seek until obtained, the consent of each Person which is required in connection with the transactions contemplated hereby, but excluding, for greater certainty, the preparation or filing of a prospectus, offering memorandum, registration statement or similar document in any jurisdiction. (e) The Company shall take all necessary action after the date hereof to cause the removal of the legends contemplated by paragraph (j) of Schedule A of this Agreement on the date that is four months and one day following the Closing Date.

Consents, Approvals and Authorizations. (a) The Corporation Company covenants that it shall prepare, file and diligently pursue until received all necessary consents, approvals and authorizations of any Person and make such necessary filings, as are required to be obtained under Applicable Laws Law with respect to this Agreement and the transactions contemplated herebyhereby (excluding, for greater certainty, the preparation or filing of a prospectus, offering memorandum, registration statement or similar document in any jurisdiction). (b) The Corporation Company shall keep the Investor CBG fully informed regarding the status of such consents, approvals and authorizations, and the InvestorCBG, its representatives and counsel shall have the right to participate in any substantive discussions with the TSX, the NYSE and any other applicable regulatory authority in connection with the transactions contemplated by this Agreement and provide input into any applications for approval and related correspondence, which will be incorporated by the CorporationCompany, acting reasonably. The Corporation Company will provide notice to the Investor CBG (and its counsel) of any proposed substantive discussions with the TSX or and the NYSE in connection with the transactions contemplated by this Agreement. On the date all such consents, approvals and authorizations have been obtained by the Corporation Company and all such filings have been made by the CorporationCompany, the Corporation Company shall notify the Investor CBG of same. (c) Without limiting the generality of the foregoing, the Corporation Company shall promptly make all filings required by the TSX and the NYSENYSE to obtain applicable Regulatory Approvals. If the approval or authorization of either of the TSX and the NYSE is "“conditional approval" ” subject to the making of customary deliveries to the TSX or the NYSE after the Tranche 2 Closing Timean applicable Effective Date, the Corporation Company shall ensure that such filings are made as promptly as practicable after such closing date and in any event within the time frame contemplated in the conditional approval letter from the TSX or the authorization from the NYSE, as applicableTSX. (d) The Corporation Company shall, as promptly as practicable after the date hereof, seek, and continue to use commercially reasonable efforts to seek until obtained, the consent of each Person which is required in connection with the transactions contemplated hereby, but excluding, for greater certainty, the preparation or filing of a prospectus, offering memorandum, registration statement or similar document in any jurisdiction. (e) The Company shall, promptly after the date hereof, seek, and continue to use commercially reasonable efforts to seek until obtained, the, waiver of any rights of a third party that could be reasonably expected to be exercisable or triggered by operation of any “change of control” or similar provision under any Contract in connection with or as a result of the transactions contemplated herein.

Consents, Approvals and Authorizations. ‌ (a) The Corporation ICC covenants that it shall prepare, file and diligently pursue until received all necessary consents, approvals and authorizations of any Person and make such necessary filings, as are required to be obtained under Applicable Laws applicable Law or the rules, policies and guidelines of any Designated Exchange with respect to this Agreement and the transactions contemplated herebyby this Agreement. (b) The Corporation ICC shall keep the Investor Wayland fully informed regarding the status of such consents, approvals and authorizations, and the InvestorWayland, its representatives and counsel shall have the right to participate in any substantive discussions with any Designated Exchange and any other applicable regulatory authority in connection with the transactions contemplated by this Agreement and provide input into any applications for approval and related correspondence, which will be incorporated by the CorporationICC, acting reasonably. The Corporation ICC will provide notice to the Investor Wayland (and its counsel) of any proposed substantive discussions with the TSX or the NYSE CSE in connection with the transactions contemplated by this Agreement. On the date all such consents, approvals and authorizations have been obtained by the Corporation ICC and all such filings have been made by the CorporationICC, the Corporation ICC shall notify the Investor Wayland of same.same.‌ (c) Without limiting the generality of the foregoing, the Corporation ICC shall promptly make all filings required by the TSX and the NYSEany Designated Exchange to obtain applicable Key Regulatory Approvals. If the approval or authorization of either of the TSX and the NYSE any Designated Exchange is "conditional approval" subject to on the making of customary deliveries to the TSX or the NYSE such Designated Exchange after the Tranche 2 an applicable Closing TimeDate, the Corporation ICC shall ensure that such filings are made as promptly as practicable after such closing date and in any event within the time frame contemplated in the conditional approval letter from the TSX or the authorization from the NYSE, as applicablesuch Designated Exchange. (d) The Corporation ICC shall, as promptly as practicable after the date hereof, seek, and continue to use commercially reasonable efforts to seek until obtained, the consent of each Person which is required in connection with the transactions contemplated hereby, but excluding, for greater certainty, the preparation or filing of a prospectus, offering memorandum, registration statement or similar document in any jurisdiction. (e) ICC shall, as promptly as practicable after the date hereof, seek, and continue to use reasonable efforts to seek until obtained, the, waiver of any rights of a third party that could be reasonably be expected to be exercisable or triggered by operation of any “change of control” or similar provision under any Contract in connection with or as a result of the transactions contemplated herein. (f) In connection with any proposed distribution of the ICC Shares or other securities in the capital of ICC by Wayland or Wayland International or any of their respective Affiliates to their respective shareholders or in such other circumstances as Wayland may reasonably request, if Wayland has determined following consultation with its legal counsel that the ICC Shares and/or other securities are not at such time freely tradeable and cannot be distributed by Wayland or Wayland International on its intended timeline pursuant to an exemption under National Instrument 45-106 – Prospectus Exemptions that does not impose a hold period on such shares following their distribution under such intended timeline, ICC shall, upon the written request of Wayland or Wayland International (whether delivered prior to or following Closing), cooperate fully with Wayland or Wayland International, as the case may be, and reasonably promptly take all steps that are reasonably necessary or advisable to cause such ICC Shares and/or other securities to be freely tradeable at the time of such intended distribution by Wayland or Wayland International.

Consents, Approvals and Authorizations. (a) The Corporation Company covenants that it shall prepare, file and diligently pursue until received all necessary consents, approvals and authorizations of any Person and make such necessary filings, as are required to be obtained under Applicable Laws applicable law with respect to this Agreement and the transactions contemplated hereby. hereby (b) including, for greater certainty, Regulatory Approval and Shareholder Approval). The Corporation Company shall keep the Investor fully Purchasers informed regarding the status of such consents, approvals and authorizationsapprovals, and the InvestorPurchasers, its representatives and counsel shall have the right to participate in any substantive discussions with the TSXV and any other applicable regulatory authority that go to the nature of the transactions contemplated by this Agreement and to provide input into any applications for approval and related correspondence, correspondence which input will be incorporated by the CorporationCompany, acting reasonably. The Corporation Company will provide reasonable notice to the Investor Purchasers (and its their counsel) of any proposed substantive discussions with the TSX or TSXV that go to the NYSE in connection with nature of the transactions contemplated by this Agreement. Each Purchaser covenants that it shall cooperate with the Company and make all commercially reasonable efforts to obtain such consents, approvals, authorizations or make such filings. On the date all such consents, approvals and authorizations have been obtained by the Corporation Company and all such filings have been made by the CorporationCompany, the Corporation Company shall notify the Investor Purchasers of same. (cb) Without limiting the generality of the foregoing, the Corporation Company shall promptly make all filings required by the TSX TSXV to approve the exercise of the Phase 1 Option and the NYSEPhase 2 Option, including, but not limited to, the filings described in Sections 2.1(d) and 2.2(b). If the approval or authorization of either of the TSX and the NYSE TSXV is "“conditional approval" ” subject to the making of customary deliveries to the TSX or the NYSE TSXV after the Tranche Phase 1 Closing Date and/or the Phase 2 Closing TimeDate, as applicable, the Corporation Company shall ensure that such filings are made as promptly soon as practicable possible after such closing date and in any event within the time frame contemplated in the conditional approval letter from the TSX or the authorization from the NYSE, as applicableTSXV. (dc) The Corporation Without limiting the foregoing, the Company shall, as promptly soon as practicable possible after the date hereof, seek, and continue to use commercially reasonable efforts to seek until obtained, the consent of each Person which is required in connection with the transactions contemplated hereby, including, but excludingnot limited to, Shareholder Approval or any other shareholder approval. The Company will use all commercially reasonable efforts to obtain Shareholder Approval. The Company shall seek Shareholder Approval by written consent and the Company shall include in the request for written shareholder consent a unanimous Board recommendation that shareholders consent to the transactions described in this Agreement. If Shareholder Approval cannot be obtained by written consent, the Company shall promptly call and hold a shareholders meeting, in which case the Company shall include in the management information circular and any related public disclosure documents a unanimous Board recommendation that shareholders vote in favour of the transactions described in this Agreement. (d) If at any time Shareholder Approval required for the issuance to the Purchasers of any Shares under this Agreement has not been obtained, the Purchasers may elect, notwithstanding anything else herein to the contrary and subject to Regulatory Approval, to proceed with an issuance of Shares under the Phase 1 Option and/or the Phase 2 Option to the Purchasers in a lesser amount that does not require Shareholder Approval and may (in the Purchasers’ discretion) require that the Company continue to use commercially reasonable efforts to obtain Shareholder Approval. Upon obtaining Shareholder Approval, the balance of the issuance of the Shares to the Purchasers will be completed, with that subsequent date of issuance deemed to be an additional Phase 1 Closing Date or Phase 2 Closing Date, as applicable, for greater certainty, the preparation or filing purposes of a prospectus, offering memorandum, registration statement or similar document in any jurisdictionArticle 2.

Consents, Approvals and Authorizations. (a) The Corporation covenants that it shall prepare, file and diligently pursue until received all necessary consents, approvals and authorizations of any Person and make such necessary filings, as are required to be obtained under Applicable Laws with respect to this Agreement and the transactions contemplated hereby. (b) The Corporation shall keep the Investor fully informed regarding the status of such consents, approvals and authorizations, and the Investor, its representatives and counsel shall have the right to provide input into any applications for approval and related correspondence, which will be incorporated by the Corporation, acting reasonably. The Corporation will provide notice to the Investor (and its counsel) of any proposed substantive discussions with the TSX or the NYSE in connection with the transactions contemplated by this Agreement. On the date all such consents, approvals and authorizations have been obtained by the Corporation and all such filings have been made by the Corporation, the Corporation shall notify the Investor of same. (c) Without limiting the generality of the foregoing, the Corporation shall promptly make all filings required by the TSX and the NYSE. If the approval or authorization of either of the TSX and the NYSE is "“conditional approval" ” subject to the making of customary deliveries to the TSX or the NYSE after the Tranche 2 Closing Time, the Corporation shall ensure that such filings are made as promptly as practicable after such date and in any event within the time frame contemplated in the conditional approval letter from the TSX or the authorization from the NYSE, as applicable. (d) The Corporation shall, as promptly as practicable after the date hereof, seek, and continue to use commercially reasonable efforts to seek until obtained, the consent of each Person which is required in connection with the transactions contemplated hereby, but excluding, for greater certainty, the preparation or filing of a prospectus, offering memorandum, registration statement or similar document in any jurisdiction.

Consents, Approvals and Authorizations. (a) IsoCanMed and the IsoCanMed Shareholders shall use commercially reasonable efforts to obtain, prior to Closing, all consents, approvals, waivers or other authorizations listed in Section 4.18 of the IsoCanMed Disclosure Letter. Such consents shall be on such terms as are acceptable to the Purchaser, acting reasonably. (b) The Corporation Purchaser shall use commercially reasonable efforts to obtain, prior to Closing, all consents, approvals, waivers or other authorizations listed in Section 3.17 of the Purchaser Disclosure Letter. Such consents shall be on such terms as are acceptable to IsoCanMed and the IsoCanMed Shareholders, acting reasonably. (c) Each Party hereby covenants that it shall prepare, file and diligently pursue until received all necessary consents, approvals and authorizations of any Person Authorizations and make such necessary filings, filings as are required to be obtained under Applicable Laws applicable Law or the rules, policies and guidelines of the CSE with respect to this Agreement and the transactions contemplated herebyTransaction. Each Party shall offer the other Parties a reasonable opportunity to review and comment on any such filing or other such submission. (bd) The Corporation Each Party shall keep the Investor other Parties fully informed regarding the status of such consents, approvals and authorizations, and the Investorother Parties, its their representatives and counsel shall have the right to participate in any substantive discussions with CSE and any other applicable Governmental Authority in connection with the Transaction and provide input into any applications for approval and related correspondence, which will be incorporated by the Corporationsuch Party, acting reasonably. The Corporation A Party will provide notice to the Investor other Parties (and its their counsel) of any proposed substantive discussions with the TSX CSE or the NYSE any other applicable Governmental Authority in connection with the transactions contemplated by this AgreementTransaction. On the date all Promptly after any such consentsconsent, approvals approval and authorizations have authorization has been obtained by the Corporation a Party and all any such filings have filing has been made by the Corporationsuch Party, the Corporation such Party shall notify the Investor other Parties of same. (ce) Without limiting the generality of the foregoing, the Corporation Purchaser shall promptly make all filings required by the TSX CSE and the NYSEto obtain applicable Authorizations. If the approval or authorization of either of the TSX and the NYSE CSE is "conditional approval" subject to on the making of customary deliveries to the TSX or the NYSE after the Tranche 2 Closing TimeCSE, the Corporation Purchaser shall ensure that such filings are made as promptly as practicable after such date and in any event within the time frame contemplated in the conditional approval letter from the TSX CSE. The Purchaser shall offer IsoCanMed and the IsoCanMed Shareholders a reasonable opportunity to review and comment on any such filing or the authorization from the NYSE, as applicabledelivery. (d) The Corporation shall, as promptly as practicable after the date hereof, seek, and continue to use commercially reasonable efforts to seek until obtained, the consent of each Person which is required in connection with the transactions contemplated hereby, but excluding, for greater certainty, the preparation or filing of a prospectus, offering memorandum, registration statement or similar document in any jurisdiction.

Consents, Approvals and Authorizations. (a) The Corporation covenants that it shall prepare, file and diligently pursue until received all necessary consents, approvals and authorizations of any Person and make such necessary filings, as are required to be obtained under Applicable Laws with respect to this Agreement the Tranche 2 Investment. If required by Securities Laws or reasonably requested by the Corporation, the Investor will use commercially reasonable efforts to execute, deliver, file and otherwise assist the transactions contemplated herebyCorporation in filing, such reports, undertakings and other documents with respect to the issue of the Tranche 2 Purchased Shares. (b) The Corporation shall keep the Investor fully informed regarding the status of such consents, approvals and authorizations, and the Investor, its representatives and counsel shall have the right to provide input into any applications for approval and related correspondence, which will be incorporated by the Corporation, acting reasonably. The Corporation will provide notice to the Investor (and its counsel) of any proposed substantive discussions with the TSX TSXV or the NYSE if required, in connection with the transactions contemplated by this AgreementTranche 2 Investment. On the date all such consents, approvals and authorizations have been obtained by the Corporation and all such filings have been made by the Corporation, the Corporation shall notify the Investor of same. (c) Without limiting the generality of the foregoing, the Corporation shall promptly make all filings required by the TSX TSXV and the NYSE. If the approval or authorization of either of the TSX and TSXV or the NYSE is "“conditional approval" ” subject to the making of customary deliveries to the TSX TSXV or the NYSE after the Tranche 2 Closing Time, the Corporation shall ensure that such filings are made as promptly as practicable after such date and in any event within the time frame contemplated in the conditional approval letter from the TSX TSXV or the authorization from the NYSE, as applicable. (d) The Corporation shall, as promptly as practicable after the date hereof, seek, and continue to use commercially reasonable efforts to seek until obtained, the consent of each Person which is required in connection with the transactions contemplated herebyTranche 2 Investment, but excluding, for greater certainty, the preparation or filing of a prospectus, offering memorandum, registration statement or similar document in any jurisdiction.

Consents, Approvals and Authorizations. (a) The Corporation covenants that it shall prepare, file and diligently pursue until received all necessary consents, approvals and authorizations of any Person and make such necessary filings, as are required to be obtained under Applicable Laws with respect to this Agreement the Tranche 1 Investment. If required by Securities Laws or reasonably requested by the Corporation, the Investor will use commercially reasonable efforts to execute, deliver, file and otherwise assist the transactions contemplated herebyCorporation in filing, such reports, undertakings and other documents with respect to the issue of the Tranche 1 Purchased Securities. (b) The Corporation shall keep the Investor fully informed regarding the status of such consents, approvals and authorizations, and the Investor, its representatives and counsel shall have the right to provide input into any applications for approval and related correspondence, which will be incorporated by the Corporation, acting reasonably. The Corporation will provide notice to the Investor (and its counsel) of any proposed substantive discussions with the TSX TSXV or the NYSE if required in connection with the transactions contemplated by this AgreementTranche 1 Investment. On the date all such consents, approvals and authorizations have been obtained by the Corporation and all such filings have been made by the Corporation, the Corporation shall notify the Investor of same. (c) Without limiting the generality of the foregoing, the Corporation shall promptly make all filings required by the TSX TSXV and the NYSE. If the approval or authorization of either of the TSX and TSXV or the NYSE is "“conditional approval" ” subject to the making of customary deliveries to the TSX TSXV or the NYSE after the Tranche 2 1 Closing Time, the Corporation shall ensure that such filings are made as promptly as practicable after such date and in any event within the time frame contemplated in the conditional approval letter from the TSX TSXV or the authorization from the NYSE, as applicable. (d) Without limiting the generality of the foregoing, each of the Corporation and the Investor shall use its reasonable best efforts to (i) promptly file, or cause to be filed, any notification required to be made to any Governmental Entity pursuant to the applicable antitrust or competition laws of any jurisdiction regarding the transactions contemplated hereby; (ii) supply as promptly as practicable any additional information and documentary material that may be requested or required by such Governmental Entity; and (iii) take all commercially reasonable steps to cause the expiration or termination of any applicable waiting or review periods and obtain all requisite approvals and authorizations under any competition or antitrust law as necessary to consummate the transactions contemplated hereby. Each of the Corporation and Investor (i) shall cooperate with the other party in connection with any filing or submission made pursuant to this section and keep the other party informed in all material respects of any material communication received by such party from, or given by such party to, any Governmental Entity regarding any filings contemplated hereby, (ii) provide the other party notice and an opportunity to participate in any oral communications with such Governmental Entity to the extent not prohibited by that Governmental Entity, and (iii) provide the other party the opportunity to review and comment on any substantive communications with such Governmental Entity and consider the other party’s comments reasonably and in good faith. (e) The Corporation shall, as promptly as practicable after the date hereof, seek, and continue to use commercially reasonable efforts to seek until obtained, the consent of each Person which is required in connection with the transactions contemplated herebyTranche 1 Investment, but excluding, for greater certainty, the preparation or filing of a prospectus, offering memorandum, registration statement or similar document in any jurisdiction.