Common use of Court Proceedings Clause in Contracts

Court Proceedings. (i) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall: (A) diligently pursue (and SPAC shall reasonably cooperate with the Company in diligently pursuing), the Interim Order and the Final Order; (B) provide SPAC and its Representatives with a reasonable opportunity to review and comment upon drafts of all materials to be filed with the Court in connection with the Arrangement, and accept the reasonable comments of SPAC and its Representatives, and all information relating to SPAC included in such materials must be in a form and content reasonably satisfactory to SPAC; (C) provide on a timely basis copies of any response to petition, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order; (D) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement; (E) not file any material with the Court that result in an increase or variation in the form of the Company Shareholder Transaction Consideration or other modification or amendment to such materials that expands or increases SPAC’s obligations, or diminishes or limits SPAC’s rights, set forth in any such materials or under this Agreement, the Arrangement, the Plan of Arrangement or the Shareholder Support Agreements; (F) subject to this Agreement, oppose any proposal from any Person that the Final Order contain any provision inconsistent with the Plan of Arrangement or this Agreement, and if at any time after the issuance of the Final Order and prior to the Share Exchange Effective Time, the Company is required by the terms of the Final Order or by applicable Law to return to Court with respect to the Final Order, it will do so only after notice to, and in good faith consultation with, SPAC; and (G) not object to legal counsel to SPAC making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided SPAC advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.

Court Proceedings. (i) In connection Subject to the terms of this Agreement, the Purchaser shall cooperate with all Court proceedings relating to obtaining and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company, on a timely basis, any information reasonably required to be supplied by the Purchaser in connection therewith. The Company shall: (A) diligently pursue (and SPAC shall reasonably cooperate provide the Purchaser’s legal counsel with the Company in diligently pursuing), the Interim Order and the Final Order; (B) provide SPAC and its Representatives with a reasonable opportunity to review and comment upon drafts of all materials material to be filed with the Court in connection with the Arrangement, and accept will give reasonable consideration to all such comments. Subject to applicable Law, the reasonable comments of SPAC and its RepresentativesCompany shall not file any material with the Court in connection with the Arrangement or serve any such material, and all information relating shall not agree to SPAC included modify or amend materials so filed or served, except as contemplated by this Section 2.6 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require the Purchaser to agree or consent to any increase in or variation in the form of Consideration or other modification or amendment to such materials must be filed or served material that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in a form and content reasonably satisfactory any such filed or served material or under this Agreement or the Arrangement. The Company shall also provide to SPAC; (C) provide the Purchaser’s legal counsel on a timely basis basis, copies of any response to petitionnotice of appearance, evidence or other Court documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, therefrom and of any notice, whether written or oral, received by the Company indicating the any intention of any Person to appeal, or oppose the granting of, of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order; (D) . The Company shall ensure that all material filed with the Court in connection with the Arrangement is are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement; (E) not file any material with the Court that result in an increase or variation in the form of the Company Shareholder Transaction Consideration or other modification or amendment to such materials that expands or increases SPAC’s obligations, or diminishes or limits SPAC’s rights, set forth in any such materials or under this Agreement, the Arrangement, the Plan of Arrangement or the Shareholder Support Agreements; (F) subject to this Agreement, oppose any proposal from any Person that the Final Order contain any provision inconsistent with the Plan of Arrangement or this Agreement, and if at any time after the issuance of the Final Order and prior to the Share Exchange Effective Time. In addition, the Company is required by the terms of the Final Order or by applicable Law to return to Court with respect to the Final Order, it will do so only after notice to, and in good faith consultation with, SPAC; and (G) shall not object to the Purchaser’s legal counsel to SPAC making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided SPAC advises that the Company is advised of the nature of any such submissions with reasonably sufficient time prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company shall also oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, the Purchaser.

Court Proceedings. (i) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall: (A) diligently pursue (and SPAC Buyer shall reasonably cooperate with the Company in diligently pursuing), the Interim Order and the Final Order; (B) provide SPAC Buyer and its Representatives with a reasonable opportunity to review and comment upon drafts of all materials to be filed with the Court in connection with the Arrangement, and accept the reasonable comments of SPAC Buyer and its Representatives, and all information relating to SPAC Buyer included in such materials must be in a form and content reasonably satisfactory to SPACBuyer; (C) provide to the Buyer on a timely basis copies of any response to petition, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person person to appeal, or oppose the granting of, the Interim Order or the Final Order; (D) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with this Agreement and the Plan of Arrangement; (E) not file any material with the Court that result results in an increase or variation in the form of the Company Shareholder Transaction Exchange Consideration or other modification or amendment to such materials that expands or increases SPACBuyer’s obligations, or diminishes or limits SPACBuyer’s rights, set forth in any such materials or under this Agreement, the Arrangement, the Plan of Arrangement or the Shareholder Transaction Support Agreements; (F) subject to this Agreement, oppose any proposal from any Person person that the Final Order contain any provision inconsistent with the Plan of Arrangement or this Agreement, and if at any time after the issuance of the Final Order and prior to the Share Exchange Effective Time, the Company is required by the terms of the Final Order or by applicable Law Legal Requirement to return to Court with respect to the Final Order, it will do so only after notice to, and in good faith consultation with, SPACBuyer; and (G) not object to legal counsel to SPAC Buyer making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided SPAC Buyer advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.

Court Proceedings. (i) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall: (A) diligently pursue (and SPAC shall reasonably cooperate with the Company in diligently pursuing), the Interim Order and the Final Order; (B) provide SPAC and its Representatives with a reasonable opportunity to review and comment upon drafts of all materials to be filed with the Court in connection with the Arrangement, and accept the reasonable comments of SPAC and its Representatives, and all information relating to SPAC included in such materials must be in a form and content reasonably satisfactory to SPAC; (C) provide on a timely basis copies of any response to petition, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order; (D) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement; (E) not file any material with the Court that result in an increase or variation in the form of the Company Shareholder Transaction Consideration or other modification or amendment to such materials that expands or increases SPAC’s obligations, or diminishes or limits SPAC’s rights, set forth in any such materials or under this Agreement, the Arrangement, the Plan of Arrangement or the Shareholder Support Agreements; (F) subject to this Agreement, oppose any proposal from any Person that the Final Order contain any provision inconsistent with the Plan of Arrangement or this Agreement, and if at any time after the issuance of the Final Order and prior to the Share Exchange Arrangement Effective Time, the Company is required by the terms of the Final Order or by applicable Law to return to Court with respect to the Final Order, it will do so only after notice to, and in good faith consultation with, SPAC; and (G) not object to legal counsel to SPAC making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided SPAC advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.

Court Proceedings. (i) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall: (A) diligently pursue (and SPAC SOAC shall reasonably cooperate with the Company in diligently pursuing), the Interim Order and the Final Order; (B) provide SPAC SOAC and its Representatives with a reasonable opportunity to review and comment upon drafts of all materials to be filed with the Court in connection with the Arrangement, and accept the reasonable comments of SPAC SOAC and its Representatives, and all information relating to SPAC SOAC included in such materials must be in a form and content reasonably satisfactory to SPACSOAC; (C) provide on a timely basis copies of any response to petition, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person person to appeal, or oppose the granting of, the Interim Order or the Final Order; (D) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement; (E) not file any material with the Court that result in an increase or variation in the form of the Company Shareholder Transaction Exchange Consideration or other modification or amendment to such materials that expands or increases SPACSOAC’s obligations, or diminishes or limits SPACSOAC’s rights, set forth in any such materials or under this Agreement, the Arrangement, the Plan of Arrangement or the Shareholder Transaction Support Agreements; (F) subject to this Agreement, oppose any proposal from any Person person that the Final Order contain any provision inconsistent with the Plan of Arrangement or this Agreement, and if at any time after the issuance of the Final Order and prior to the Share Exchange Effective Time, the Company is required by the terms of the Final Order or by applicable Law to return to Court with respect to the Final Order, it will do so only after notice to, and in good faith consultation with, SPACSOAC; and (G) not object to legal counsel to SPAC SOAC making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided SPAC SOAC advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.

Court Proceedings. (i) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall: (Aa) diligently pursue (pursue, and SPAC shall reasonably cooperate with the Company Parent in diligently pursuing), the Interim Order and the Final OrderOrder and any appeal therefrom or any amendment thereto; (Bb) provide SPAC Parent and its Representatives legal counsel with a reasonable opportunity to review and comment upon drafts of all materials to be filed with, or submitted to, the Court or the CBCA Director in connection with the Arrangement (including drafts of the motion for Interim Order and Final Order, affidavits, Interim Order and Final Order), prior to the service and filing of such materials, and give reasonable consideration to all such comments of Parent and its legal counsel, provided that all Parent Information shall be in a form and substance satisfactory to Parent; (c) not file any material with the Court in connection with the ArrangementArrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with Parent’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that Parent shall not be required to agree or consent to any increase in or variation in the form of the Arrangement Consideration or other modification or amendment to such filed or served materials that expands or increases Parent’s obligations, or diminishes or limits Parent’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement and accept the reasonable comments of SPAC and its Representatives, and all information relating to SPAC included in such materials must be in a form and content reasonably satisfactory to SPACVoting Support Agreements; (Cd) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement and consult with Parent with respect to the defense or settlement of any Company shareholder or derivative proceeding and shall not settle in respect of any such proceeding without Parent’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; (e) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement; (f) not object to legal counsel to Parent making such submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably, provided that Parent advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement; and (g) provide Parent on a timely basis with copies of any response to petition, notice and evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from themtherefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order; (D) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement; (E) not file any material with the Court that result in an increase or variation in the form of the Company Shareholder Transaction Consideration or other modification or amendment to such materials that expands or increases SPAC’s obligations. If, or diminishes or limits SPAC’s rights, set forth in any such materials or under this Agreement, the Arrangement, the Plan of Arrangement or the Shareholder Support Agreements; (F) subject to this Agreement, oppose any proposal from any Person that the Final Order contain any provision inconsistent with the Plan of Arrangement or this Agreement, and if at any time after the issuance of the Final Order and prior to the Share Exchange Effective Time, the Company is required by the terms of the Final Order or by applicable Law to return to the Court with respect to the Final Order, it will shall do so only after notice to, and in good faith consultation and cooperation with, SPAC; and (G) not object to legal counsel to SPAC making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided SPAC advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of ArrangementParent.

Court Proceedings. (i) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall: (A) will diligently pursue (pursue, and SPAC shall reasonably cooperate with the Company Purchaser in diligently pursuing), the Interim Order and the Final Order; (B) Order and the Company will provide SPAC the Purchaser and its Representatives legal counsel with a reasonable opportunity to review and comment upon drafts of all materials material to be filed with the Court in connection with the ArrangementArrangement (including by providing, on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by the Purchaser for inclusion in such material) and the Company will accept the reasonable comments of SPAC the Purchaser and its Representativeslegal counsel on such material; provided, and however, that all information relating solely to SPAC the Purchaser’s reliance on the Section 3(a)(10) Exemption and the effect thereof included in such materials must any filing with the Court shall be in a form and content reasonably satisfactory to SPACthe Purchaser, acting reasonably. The Company will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company will not object to legal counsel to the Purchaser making such submissions in support of the application for the Interim Order and the application for the Final Order; (C) provided however, that the Purchaser advises the Company of the nature of such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. The Company will also provide legal counsel to the Purchaser on a timely basis with copies of any response to petitionnotice, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from themtherefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order; (D) ensure that all . Subject to Law, no Party will file any material filed with with, or make any submissions to, the Court in connection with the Arrangement is consistent with this Agreement or serve any such material, and the Plan of Arrangement; (E) will not file any material agree to modify or amend materials so filed or served, except as contemplated hereby or with the Court other Parties’ prior written consent, not to be unreasonably withheld, delayed or conditioned; provided however that result in an increase nothing herein will require the Purchaser to agree or variation in the form of the Company Shareholder Transaction Consideration consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that materially expands or increases SPACthe Purchaser’s obligations, or materially diminishes or limits SPACthe Purchaser’s rightsrights in respect of the Transactions, set forth in any such filed or served materials or under this Agreement, the Arrangement, the Plan of Arrangement or the Shareholder Support Agreements; (F) subject to this Agreement, oppose any proposal from any Person that the Final Order contain any provision inconsistent with the Plan of Arrangement or this Agreement, and if . If at any time after the issuance of the Final Order and prior to the Share Exchange Effective TimeDate, the Company is required by the terms of the Final Order or by applicable Law to return to Court with respect to the Final Order, it will will, whenever reasonably practicable, do so only after reasonable written notice to, and in good faith consultation with, SPAC; and (G) not object to legal counsel to SPAC making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided SPAC advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of ArrangementPurchaser.

Court Proceedings. (i) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall: (A) diligently pursue (and SPAC and the Acquisition Entities shall reasonably cooperate with the Company in diligently pursuing), the Interim Order and the Final Order; (B) provide SPAC and its Representatives with a reasonable and timely opportunity to review and comment upon drafts of all materials to be filed with the Court in connection with the Arrangement, and accept reasonably consider the reasonable comments of SPAC and its Representatives, and all information relating to SPAC and the Acquisition Entities included in such materials must be in a form and content reasonably satisfactory to SPAC; (C) provide on a timely basis copies of any notice of appearance, response to petition, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person person to appeal, or oppose the granting of, the Interim Order or the Final Order; (D) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement; (E) not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend any materials so filed or served, except as contemplated by this Agreement or with SPAC’s prior written consent, acting reasonably; provided that result in an SPAC is not required to agree or consent to any increase or variation in the form of the Company Shareholder Transaction Consideration or other modification or amendment to such materials that expands or increases SPAC’s obligationsobligations or Liabilities, or diminishes or limits SPAC’s rights, set forth in any such materials or under any such filed or served materials, this Agreement, the Arrangement, the Plan of Arrangement or the Shareholder Support AgreementsAgreement; (F) subject to this Agreement, oppose any proposal from any Person person that the Final Order contain any provision inconsistent with the Plan of Arrangement or this Agreement, and if if, at any time after the issuance of the Final Order and prior to the Share Exchange Arrangement Effective Time, the Company is required by the terms of the Final Order or by applicable Law to return to Court with respect to the Final Order, it will do so only after notice to, and in good good-faith consultation and cooperation with, SPAC; and (G) not object to legal counsel to SPAC making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided SPAC advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.

Court Proceedings. (i) In connection with all Court proceedings Proceedings relating to obtaining the Interim Order and the Final Order, the Company STEP shall: (Aa) diligently pursue (pursue, and SPAC shall reasonably cooperate co-operate with the Company Purchaser Parties in diligently pursuing), the Interim Order and the Final Order; (Bb) provide SPAC the Purchaser Parties and its Representatives their legal counsel with a reasonable opportunity to review and comment upon drafts of all materials material to be filed with with, or submitted to, the Court or the Registrar in connection with the ArrangementArrangement and any supplement or amendment thereto, including by providing on a timely basis a description of any information required to be supplied by the Purchaser Parties for inclusion in such materials, prior to the service and filing of such materials, and will accept the reasonable comments of SPAC the Purchaser Parties and its Representativestheir legal counsel, and provided that all information relating to SPAC the Purchaser Parties included in such materials must shall be in a form and content reasonably substance satisfactory to SPACthe Purchaser Parties, acting reasonably; (Cc) provide to the Purchaser Parties and their legal counsel on a timely basis copies of any response to petitionnotice of appearance, evidence or other documents served on the Company STEP or its legal counsel in respect of the application for the Interim Order or and/or the Final Order or any appeal from them, therefrom and of any notice, notice (written or oral, ) received by STEP indicating the any intention of any Person to appeal, or oppose the granting of, of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order; (Dd) ensure that all material filed with the Court in connection with the Arrangement is consistent in all respects with this Agreement and the Plan of Arrangement; (Ee) not not, subject to Applicable Laws, file any material with the Court in connection with the Arrangement or serve any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated by this Agreement or with the prior written consent of the Purchaser Parties, such consent not to be unreasonably withheld or delayed, provided that result the Purchaser Parties shall not be required to agree or consent to any increase in an increase or variation in the form of the Company Shareholder Transaction Consideration or other modification or amendment to such filed or served materials that expands or increases SPAC’s obligationsthe obligations of the Purchaser Parties, or diminishes or limits SPAC’s rights, the rights of the Purchaser Parties as may be set forth in any such filed or served materials or under this Agreement, the Arrangement, the Plan of Arrangement or the Shareholder Support STEP Lock-up Agreements; (F) subject to this Agreement, oppose any proposal from any Person that the Final Order contain any provision inconsistent with the Plan of Arrangement or this Agreement, and if at any time after the issuance of the Final Order and prior to the Share Exchange Effective Time, the Company is required by the terms of the Final Order or by applicable Law to return to Court with respect to the Final Order, it will do so only after notice to, and in good faith consultation with, SPAC; and (Gf) not object to legal counsel to SPAC the Purchaser Parties making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such legal counsel considers appropriate, provided SPAC advises acting reasonably; (g) oppose any proposal from any Person that the Company Interim Order or the Final Order contain any provision inconsistent with this Agreement; and (h) if required by the terms of the nature of any such submissions prior Final Order or by Applicable Law to return to Court with respect to the hearing Final Order, to do so only after notice to, and such submissions are consistent with this Agreement in consultation and cooperation with, the Plan of ArrangementPurchaser Parties.

Court Proceedings. (i) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall: (A) diligently pursue (and SPAC and the Acquisition Entities shall reasonably cooperate with the Company in diligently pursuing), the Interim Order and the Final Order; (B) provide SPAC and its Representatives with a reasonable opportunity to review and comment upon drafts of all materials to be filed with the Court in connection with the Arrangement, and accept reasonably consider the reasonable comments of SPAC and its Representatives, and all information relating to SPAC and the Acquisition Entities included in such materials must be in a form and content reasonably satisfactory to SPAC; (C) provide on a timely basis copies of any notice of appearance, response to petition, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person person to appeal, or oppose the granting of, the Interim Order or the Final Order; (D) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement; (E) not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend any materials so filed or served, except as contemplated by this Agreement or with SPAC’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that result in an SPAC is not required to agree or consent to any increase or variation in the form of the Company Shareholder Transaction Consideration or other modification or amendment to such materials that expands or increases SPAC’s obligations, or diminishes or limits SPAC’s rights, set forth in any such materials or under any such filed or served materials, this Agreement, the Arrangement, the Plan of Arrangement or the Shareholder Support AgreementsAgreement; (F) subject to this Agreement, oppose any proposal from any Person person that the Final Order contain any provision inconsistent with the Plan of Arrangement or this Agreement, and if if, at any time after the issuance of the Final Order and prior to the Share Exchange Arrangement Effective Time, the Company is required by the terms of the Final Order or by applicable Law to return to Court with respect to the Final Order, it will do so only after notice to, and in good good-faith consultation and cooperation with, SPAC; and (G) not object to legal counsel to SPAC making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided SPAC advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.

Court Proceedings. (i) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall: (A) diligently pursue (and SPAC Purchaser shall reasonably cooperate with the Company in diligently pursuing), the Interim Order and the Final Order; (B) provide SPAC Purchaser and its Representatives with a reasonable opportunity to review and comment upon drafts of all materials to be filed with the Court in connection with the Arrangement, and accept reasonably consider the reasonable comments of SPAC Purchaser and its Representatives, and ensure that all information relating to SPAC Purchaser included in such materials must be in a form and content reasonably satisfactory to SPACPurchaser; (C) provide on a timely basis copies of any notice of appearance, response to petition, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person person to appeal, or oppose the granting of, the Interim Order or the Final Order; (D) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with this Agreement and the Plan of Arrangement; (E) not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend any materials so filed or served, except as contemplated by this Agreement or with Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that result in an Purchaser is not required to agree or consent to any increase or variation in the form of the Company Shareholder Transaction Consideration or other modification or amendment to such materials that expands or increases SPACPurchaser’s obligations, or diminishes or limits SPACPurchaser’s rights, set forth in any such materials or under any such filed or served materials, this Agreement, the Arrangement, the Plan of Arrangement or the Shareholder Support Agreements; Voting Agreements (F) subject to this Agreement, oppose any proposal from any Person person that the Final Order contain any provision inconsistent with the Plan of Arrangement or this Agreement, and if at any time after the issuance of the Final Order and prior to the Share Exchange Arrangement Effective Time, the Company is required by the terms of the Final Order or by applicable Law to return to Court with respect to the Final Order, it will do so only after notice to, and in good faith consultation and cooperation with, SPACPurchaser; and (G) not object to legal counsel to SPAC Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided SPAC Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.

Court Proceedings. (i) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall: (Aa) diligently pursue (pursue, and SPAC shall reasonably cooperate with the Company Purchaser in diligently pursuing), the Interim Order and the Final OrderOrder including pursuing any appeals therefrom; (Bb) provide SPAC and its Representatives legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all materials material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by the Parent and the Purchaser for inclusion in such material, prior to the service and filing of that material, and will accept the reasonable comments of SPAC the Purchaser and its Representatives, legal counsel with respect to any such information required to be supplied by the Parent and all information relating to SPAC the Purchaser and included in such materials must be in a form material and content reasonably satisfactory to SPACany other matters contained therein; (Cc) provide on a timely basis copies of any response to petitionnotice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order; (Dd) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement; (Ee) not file any material with the Court that result in an connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided the Purchaser is not required to agree or consent to any increase in or variation in the form of the Company Shareholder Transaction Consideration or other modification or amendment to such filed or served materials that expands or increases SPAC’s obligationsthe obligations of the Parent or the Purchaser, or diminishes or limits SPAC’s rightsthe rights of the Parent or the Purchaser, set forth in any such filed or served materials or under this Agreement, the Arrangement, the Plan of Arrangement or the Shareholder Support Agreements; (Ff) subject to this Agreement, oppose any proposal from any Person that the Final Order contain any provision inconsistent with the Plan of Arrangement or this Agreement, and if at any time after the issuance of the Final Order and prior to the Share Exchange Effective Time, the Company is required by the terms of the Final Order or by applicable Law to return to Court with respect to the Final Order, it will Order do so only after notice to, and in good faith consultation and cooperation with, SPACthe Purchaser; and (Gg) not object to legal counsel to SPAC the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided SPAC the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.

Court Proceedings. (i) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall: (A) shall diligently pursue (pursue, and SPAC shall reasonably cooperate with the Company Buyer in diligently pursuing), the Interim Order and the Final Order; (B) Order and the Company will provide SPAC the Buyer and its Representatives legal counsel with a reasonable opportunity to review and comment upon drafts of all materials to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by the Buyer for inclusion in such materials, prior to the service and filing of such materials, and will accept the reasonable comments of SPAC the Buyer and its Representatives, legal counsel with respect to any such information required to be supplied by the Buyer and all information relating to SPAC included in such materials must be materials. The Company will ensure that all material filed with the Court in a form connection with the Arrangement is consistent in all material respects with the terms of this Agreement and content reasonably satisfactory the Plan of Arrangement. In addition, the Company will not object to SPAC; (C) legal counsel to the Buyer making such submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably. The Company will also provide legal counsel to the Buyer on a timely basis with copies of any response to petition, notice and evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from themtherefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order; (D) ensure that all material filed with . Subject to applicable Laws, the Company will not file any materials with, or make any submissions to, the Court in connection with the Arrangement is consistent with this Agreement or serve any such materials, and the Plan of Arrangement; (E) will not file any material agree to modify or amend materials so filed or served, except as contemplated hereby or with the Court that result in an increase Buyer’s prior written consent, such consent not to be unreasonably withheld or variation in the form of the Company Shareholder Transaction Consideration or other modification or amendment to such materials that expands or increases SPAC’s obligations, or diminishes or limits SPAC’s rights, set forth in any such materials or under this Agreement, the Arrangement, the Plan of Arrangement or the Shareholder Support Agreements; (F) subject to this Agreement, oppose any proposal from any Person that the Final Order contain any provision inconsistent with the Plan of Arrangement or this Agreement, and if at any time after the issuance of the Final Order and prior to the Share Exchange Effective Time, the Company is required by the terms of the Final Order or by applicable Law to return to Court with respect to the Final Order, it will do so only after notice to, and in good faith consultation with, SPAC; and (G) not object to legal counsel to SPAC making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided SPAC advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangementdelayed.

Court Proceedings. (i) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall: (A) diligently pursue (and SPAC shall reasonably cooperate with the Company in diligently pursuing), the Interim Order and the Final Order; (B) provide SPAC and its Representatives with a reasonable opportunity to review and comment upon drafts of all materials to be filed with the Court in connection with the Arrangement, and accept reasonably consider the reasonable comments of SPAC and its Representatives, and all information relating to the SPAC Parties included in such materials must be in a form and content reasonably satisfactory to SPAC; (C) provide on a timely basis copies of any notice of appearance, response to petition, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person person to appeal, or oppose the granting of, the Interim Order or the Final Order; (D) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement; (E) not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend any materials so filed or served, except as contemplated by this Agreement or with SPAC’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that result in an SPAC is not required to agree or consent to any increase or variation in the form of the Company Shareholder Transaction Consideration or other modification or amendment to such materials that expands or increases SPAC’s obligations, or diminishes or limits SPAC’s rights, set forth in any such materials or under any such filed or served materials, this Agreement, the Arrangement, the Plan of Arrangement or the Shareholder Transaction Support Agreements; Agreements (F) subject to this Agreement, oppose any proposal from any Person person that the Final Order contain any provision inconsistent with the Plan of Arrangement or this Agreement, and if at any time after the issuance of the Final Order and prior to the Share Exchange Arrangement Effective Time, the Company is required by the terms of the Final Order or by applicable Law to return to Court with respect to the Final Order, it will do so only after notice to, and in good faith consultation and cooperation with, SPAC; and (G) not object to legal counsel to SPAC making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided SPAC advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.

Court Proceedings. (i) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall: (Ai) diligently pursue (and SPAC shall reasonably cooperate with the Company in diligently pursuing), the Interim Order and the Final Order; (Bii) provide SPAC and its Representatives Prospector’s legal counsel with a reasonable opportunity to review and comment upon drafts of all materials to be filed with the Court in connection with the Arrangement, and accept the reasonable comments of SPAC Prospector and its Representatives, and all information relating to SPAC included in such materials must be in a form and content reasonably satisfactory to SPAClegal counsel; (Ciii) provide Prospector on a timely basis copies of any response to petitionnotice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person person to appeal, or oppose the granting of, the Interim Order or the Final Order; (Div) ensure that all material materials filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement; (Ev) not file any material materials with the Court in connection with the Arrangement or serve any such materials, and will not agree to modify or amend any materials so filed or served, except as contemplated by this Agreement or with Prospector’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that result in an Prospector is not required to agree or consent to any increase or variation in the form of the Company Shareholder Transaction Exchange Consideration or other modification or amendment to such filed or served materials that expands or increases SPAC’s its obligations, or diminishes or limits SPAC’s its rights, set forth in any such filed or served materials or under this Agreement, Agreement or the Arrangement, the Plan of Arrangement or the Shareholder Support Agreements; (Fvi) subject to this Agreement, oppose any proposal from any Person person that the Final Order contain any provision inconsistent with the Plan of Arrangement or this Agreement, and if at any time after the issuance of the Final Order and prior to the Share Exchange Arrangement Effective Time, the Company is required by the terms of the Final Order or by applicable Law to return to Court with respect to the Final Order, it will do so only after notice to, and in good faith consultation and cooperation with, SPACProspector; and (Gvii) not object to Prospector’s legal counsel to SPAC making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided SPAC Prospector advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.