Common use of Corporate Authority and No Violation Clause in Contracts

Corporate Authority and No Violation. (a) Company has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution, delivery of and performance of this Agreement by Company and the consummation by Company of the Contemplated Transactions have been duly authorized by the Company Board and no other corporate proceedings on the part of Company are necessary to authorize this Agreement or the Contemplated Transactions, other than with respect to the approval by the Company Board of the Circular and the approval by the Company Shareholders in the manner required by the Interim Order and applicable Laws and approval by the Court. This Agreement has been duly executed and delivered by Company and constitutes a legal, valid and binding obligation of Company, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting the enforcement of creditors’ rights generally, and to general principles of equity. (b) The execution and delivery by Company of this Agreement, the performance by Company of its obligations under this Agreement, and the consummation of the Contemplated Transactions will not: (i) contravene, conflict with, result (with or without notice or the passage of time) in a violation or breach of or constitute a default under, require an Authorization to be obtained under or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty or payment obligation or right of purchase or sale or pre-emptive or participation right under, any provision of: (A) the articles, notice of articles, bylaws or other Constating Documents, or the terms of any joint venture agreement, distribution agreement, partnership agreement, cooperative agreement or shareholders agreement of Company or any of its Subsidiaries; (B) subject to complying with the statutes, regulations and obtaining and complying with the approvals referred to below and obtaining the Key Regulatory Approvals, any applicable Laws or any licence, approval, consent or authorization issued by a Governmental Entity held by Company or any of its Subsidiaries; (C) any judgment, decree, order or award of any Governmental Entity or arbitrator applicable to Company or any of its Subsidiaries; or (D) subject to obtaining the Third-Party Consents, any note, bond, mortgage, indenture, instrument, Contract, agreement, lease (subject to obtaining landlord consent), or government grant or licence to which Company or any of its Subsidiaries is party or by which any of them is bound; (ii) subject to obtaining the Third-Party Consents, give rise to any right of termination, amendment, acceleration or cancellation of Indebtedness or other obligation of Company or its Subsidiaries, or cause any available credit to Company or its Subsidiaries or any other benefit to which Company or its Subsidiaries is entitled, or cause any security interest in any assets of Company or its Subsidiaries to become enforceable or realizable, except as set forth in Section 6(b)(ii) of the Disclosure Letter; (iii) subject to obtaining the Third-Party Consents, give rise to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any Material Contract or Authorization, except as set forth in Section 6(b)(iii) of the Disclosure Letter; or (iv) result in the creation or imposition of any Lien upon any assets of Company or its Subsidiaries. (c) No consent, approval, waiver, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained by Company or any of its Subsidiaries in connection with the consummation of the Contemplated Transactions, other than (i) the Interim Order and any approvals required by the Interim Order, (ii) the Final Order, (iii) filings with the Registrar under the BCBCA, (iv) the Key Regulatory Approvals, and (v) compliance with any Applicable Securities Laws. (d) As at the date hereof, to the knowledge of Company, there are no Laws and no pending changes to Laws that would render illegal, or materially restrict, the business of Company or its Subsidiaries. (e) As of the date hereof, (i) the Company Financial Advisor has delivered the Fairness Opinion, (ii) the Company has been authorized by the Company Financial Advisor to permit inclusion of the Fairness Opinion and references thereto and summaries thereof to the Circular; and (iii) after receiving advice of outside legal and financial advisors, the Company Board has unanimously determined that this Agreement is in the best interests of the Company and is fair to the Company Shareholders and recommends that the Company Shareholders vote in favour of the Arrangement Resolution.

Corporate Authority and No Violation. (a) Company Purchaser has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution, delivery of and performance of this Agreement by Company Purchaser and the consummation by Company Purchaser of the Contemplated Transactions have been duly authorized by all necessary corporate action on the Company Board party of Purchaser and no other corporate proceedings on the part of Company Purchaser are necessary to authorize this Agreement or the Contemplated Transactions, other than with respect to the approval by the Company Board of the Circular and the approval by the Company Shareholders in the manner required by the Interim Order and applicable Laws and approval by the Court. This Agreement has been duly executed and delivered by Company Purchaser and constitutes a legal, valid and binding obligation of CompanyPurchaser, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting the enforcement of creditors’ rights generally, and to general principles of equity. (b) The authorization of this Agreement, the execution and delivery by Company Purchaser of this Agreement, the performance by Company Purchaser of its obligations under this Agreement, and the consummation of the Contemplated Transactions will not: (i) not contravene, conflict with, result (with or without notice or the passage of time) in a violation or breach of or constitute a default under, require an Authorization to be obtained under or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty or payment obligation or right of purchase or sale or pre-emptive or participation right under, any provision of: (Ai) the certificate of incorporation, articles, bylaws, notice of articles, bylaws articles or other Constating Documents, or the terms charter documents of any joint venture agreement, distribution agreement, partnership agreement, cooperative agreement or shareholders agreement of Company or any of its SubsidiariesPurchaser; (Bii) subject to complying with the statutes, regulations and obtaining and complying with receipt of the approvals referred to below and obtaining the Key Regulatory Approvals, any applicable Laws or any licence, approval, consent or authorization issued by a Governmental Entity held by Company Purchaser, except to the extent that the violation or breach of, or default under, any applicable Laws or any licence, approval, consent or authorization issued by a Governmental Entity held by Purchaser would not be a Material Adverse Change in respect of its SubsidiariesPurchaser and would not materially impede or materially delay the consummation of the Arrangement; (Ciii) any judgment, decree, order or award of any Governmental Entity or arbitrator applicable to Company or any of its SubsidiariesPurchaser; or (Div) subject to obtaining the Third-Party Consents, any note, bond, mortgage, indenture, instrument, Contractcontract, agreement, lease (subject to obtaining landlord consent), or government grant or licence to which Company or any of its Subsidiaries Purchaser is party or by which any of them is bound; (ii) subject to obtaining the Third-Party Consents, give rise to any right of termination, amendment, acceleration or cancellation of Indebtedness or other obligation of Company or its Subsidiaries, or cause any available credit to Company or its Subsidiaries or any other benefit to which Company or its Subsidiaries is entitled, or cause any security interest in any assets of Company or its Subsidiaries to become enforceable or realizable, except as set forth would not be a Material Adverse Change in Section 6(b)(ii) respect of Purchaser and would not materially impede or materially delay the consummation of the Disclosure Letter; (iii) subject to obtaining the Third-Party Consents, give rise to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any Material Contract or Authorization, except as set forth in Section 6(b)(iii) of the Disclosure Letter; or (iv) result in the creation or imposition of any Lien upon any assets of Company or its SubsidiariesArrangement. (c) No consent, approval, waiver, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained by Company or any of its Subsidiaries Purchaser in connection with the consummation of the Contemplated Transactions, other than (i) the Interim Order and any approvals required by the Interim Order, (ii) the Final Order, (iii) filings with the Registrar under the BCBCA, (iv) the Key Regulatory Approvals, and (v) compliance with any Applicable Securities Laws. (d) As at the date hereof, to the knowledge of Company, there are no Laws and no pending changes to Laws that would render illegal, or materially restrict, the business of Company or its Subsidiaries. (e) As of the date hereof, (i) the Company Financial Advisor has delivered the Fairness Opinion, (ii) the Company has been authorized approval by the Company Financial Advisor to permit inclusion TSX of the Fairness Opinion and references thereto and summaries thereof listing of the Purchaser Shares issuable pursuant to the Circular; Arrangement, and, on the exercise of the Options and Warrants, at or following the Effective Time, and (iii) after receiving advice of outside legal and financial advisors, the Company Board has unanimously determined that this Agreement is in Competition Act Approval (the best interests of the Company and is fair to the Company Shareholders and recommends that the Company Shareholders vote in favour of the Arrangement Resolution“Purchaser Regulatory Approvals”).

Corporate Authority and No Violation. (a) Company Purchaser has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution, delivery of and performance of this Agreement by Company Purchaser and the consummation by Company Purchaser of the Contemplated Transactions have been duly authorized by all necessary corporate action on the Company Board party of Purchaser and no other corporate proceedings on the part of Company Purchaser are necessary to authorize this Agreement or the Contemplated Transactions, other than with respect to the approval by the Company Board of the Circular and the approval by the Company Shareholders in the manner required by the Interim Order and applicable Laws and approval by the Court. This Agreement has been duly executed and delivered by Company Purchaser and constitutes a legal, valid and binding obligation of CompanyPurchaser, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting the enforcement of creditors’ rights generally, and to general principles of equity. (b) The authorization of this Agreement, the execution and delivery by Company Purchaser of this Agreement, the performance by Company Purchaser of its obligations under this Agreement, and the consummation of the Contemplated Transactions will not: (i) not contravene, conflict with, result (with or without notice or the passage of time) in a violation or breach of or constitute a default under, require an Authorization to be obtained under or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty or payment obligation or right of purchase or sale or pre-emptive or participation right under, any provision of: (Ai) the articlescertificate of incorporation, notice of articles, bylaws or other Constating Documents, or the terms Documents of any joint venture agreement, distribution agreement, partnership agreement, cooperative agreement or shareholders agreement of Company or any of its SubsidiariesPurchaser; (Bii) subject to complying with the statutes, regulations and obtaining and complying with receipt of the approvals referred to below and obtaining the Key Regulatory Approvals, any applicable Laws or any licence, approval, consent or authorization issued by a Governmental Entity held by Company Purchaser, except to the extent that the violation or breach of, or default under, any applicable Laws or any licence, approval, consent or authorization issued by a Governmental Entity held by Purchaser would not result in a Material Adverse Change in respect of its SubsidiariesPurchaser and would not materially impede or materially delay the consummation of the Arrangement; (Ciii) any judgment, decree, order or award of any Governmental Entity or arbitrator applicable to Company or any of its SubsidiariesPurchaser; or (Div) subject to obtaining the Third-Party Consents, any note, bond, mortgage, indenture, instrument, Contract, agreement, lease (subject to obtaining landlord consent), or government grant or licence to which Company or any of its Subsidiaries Purchaser is party or by which any of them is bound; (ii) subject to obtaining , except, in the Third-Party Consentscase of the foregoing, give rise to for any right of such contravention, conflict, breach, violation, default, termination, amendment, acceleration cancellation, acceleration, penalty or cancellation payment obligation or right of Indebtedness purchase or other obligation of Company sale or its Subsidiariespre-emptive or participation that would not, individually or cause any available credit in the aggregate, reasonably be expected to Company (A) prevent or its Subsidiaries significantly impede or any other benefit to which Company or its Subsidiaries is entitled, or cause any security interest in any assets of Company or its Subsidiaries to become enforceable or realizable, except as set forth in Section 6(b)(ii) materially delay the completion of the Disclosure Letter; (iii) subject to obtaining Arrangement or the Third-Party Consents, give rise to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any Material Contract or Authorization, except as set forth in Section 6(b)(iii) consummation of the Disclosure Letter; or Contemplated Transactions or (ivB) result in the creation or imposition a Material Adverse Change in respect of any Lien upon any assets of Company or its SubsidiariesPurchaser. (c) No consent, approval, waiver, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained by Company or any of its Subsidiaries Purchaser in connection with the consummation of the Contemplated Transactions, other than (i) the Interim Order and any approvals required by the Interim Order, (ii) the Final Order, (iii) filings with the Registrar under the BCBCA, (iv) the Key Regulatory Approvals, and (v) compliance with any Applicable Securities Laws. (d) As at the date hereof, to the knowledge of Company, there are no Laws and no pending changes to Laws that would render illegal, or materially restrict, the business of Company or its Subsidiaries. (e) As of the date hereof, (i) the Company Financial Advisor has delivered the Fairness Opinion, (ii) the Company has been authorized approval by the Company Financial Advisor to permit inclusion TSX and NYSE of the Fairness Opinion and references thereto and summaries thereof listing of the Purchaser Shares issuable pursuant to the Circular; Arrangement, and, on the exercise, settlement or conversion, as applicable, of the Replacement Incentive Securities, Company Warrants and Convertible Debentures, at or following the Effective Time, and (iii) after receiving advice of outside legal and financial advisors, the Company Board has unanimously determined that this Agreement is in Competition Act Approval (the best interests of the Company and is fair to the Company Shareholders and recommends that the Company Shareholders vote in favour of the Arrangement Resolution“Purchaser Regulatory Approvals”).

Corporate Authority and No Violation. (a) Company has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution, delivery of and performance of this Agreement by Company and the consummation by Company of the Contemplated Transactions have been duly authorized by the Company Board and no other corporate proceedings on the part of Company are necessary to authorize this Agreement or the Contemplated Transactions, other than with respect to the approval by the Company Board of the Circular and the approval by the Company Shareholders in the manner required by the Interim Order and applicable Laws and approval by the Court. This Agreement has been duly executed and delivered by Company and constitutes a legal, valid and binding obligation of Company, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting the enforcement of creditors’ rights generally, and to general principles of equity. (b) The Except to the extent that any violation or other matter referred to in this subsection (b), individually or in the aggregate, would reasonably be expected to have a Material Adverse Change in respect of the Company and its Subsidiaries (taken as a whole), the authorization of this Agreement, the execution and delivery by Company of this Agreement, the performance by Company of its obligations under this Agreement, and the consummation of the Contemplated Transactions will not: (i) contravene, conflict with, result (with or without notice or the passage of time) in a violation or breach of or constitute a default under, require an Authorization to be obtained under or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty or payment obligation or right of purchase or sale or pre-emptive or participation right under, any provision of: (A) the articles, bylaws, notice of articles, bylaws or other Constating Documentscharter documents, or the terms of any joint venture agreement, distribution agreement, partnership agreement, cooperative agreement or shareholders agreement of Company or any of its Subsidiaries; (B) subject to complying with the statutes, regulations and obtaining and complying with the approvals referred to below and obtaining the Key Regulatory Approvals, any applicable Laws or any licence, approval, consent or authorization issued by a Governmental Entity held by Company or any of its Subsidiaries; (C) any judgment, decree, order or award of any Governmental Entity or arbitrator applicable to Company or any of its Subsidiaries; or (D) subject to obtaining the Third-Third Party Consents, any note, bond, mortgage, indenture, instrument, Contractcontract, agreement, lease (subject to obtaining landlord consent), or government grant or licence to which Company or any of its Subsidiaries is party or by which any of them is bound; (ii) subject to obtaining the Third-Third Party Consents, give rise to any right of termination, amendment, acceleration or cancellation of Indebtedness indebtedness or other obligation of Company or its Subsidiaries, or cause any available credit to Company or its Subsidiaries or any other benefit to which Company or its Subsidiaries is entitled, or cause any security interest in any assets of Company or its Subsidiaries to become enforceable or realizable, except as set forth in Section 6(b)(ii) of the Disclosure Letter; (iii) subject to obtaining the Third-Third Party Consents, give rise to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any Material Contract or Authorization, Authorization except as set forth in Section 6(b)(iii) of the Disclosure Letter; or (iv) result in the creation or imposition of any Lien upon any assets of Company or its Subsidiaries. (c) No consent, approval, waiver, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained by Company or any of its Subsidiaries in connection with the consummation of the Contemplated Transactions, other than (i) the Interim Order and any approvals required by the Interim Order, (ii) the Final Order, (iii) filings with the Registrar Director under the BCBCAOBCA, (iv) the Key Regulatory Approvals, and (v) compliance with any Applicable Securities Laws. (d) As at the date hereof, to the knowledge of Company, there are no Laws and no pending changes to Laws that would render illegal, or materially restrict, the business of Company or its Subsidiaries. (e) As of the date hereof, (i) the Company Financial Advisor Advisor, has delivered the Fairness Opinion, (ii) the Company has been authorized by the Company Financial Advisor to permit inclusion of the Fairness Opinion and references thereto and summaries thereof to the Circular; and (iii) after receiving advice of outside legal and financial advisors, the Company Board has unanimously determined that this Agreement is in the best interests of the Company and is fair to the Company Shareholders and recommends that the Company Shareholders vote in favour of the Arrangement Resolution.