Common use of Court Proceedings Clause in Contracts

Court Proceedings. Subject to the terms of this Agreement, the Purchaser shall cooperate with 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 or Acquireco in connection therewith. The Company shall provide the Purchaser’s legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments. Subject to applicable Law, the Company shall not 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 Section 2.7 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 filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company shall not object to the Purchaser’s legal counsel 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 that the Company is advised of the nature of any 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 party 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. Subject to the terms of this Agreement, the Purchaser shall Xxxxxx will cooperate with with, assist and assist consent to the Company in seeking the Interim Order and the Final Order, including by providing to the Company, Company on a timely basis, basis any information reasonably requested or required to be supplied by the Purchaser or Acquireco Hudbay in connection therewith. The Company shall will provide the Purchaser’s Hudbay and its legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information to be supplied by Xxxxxx for inclusion in such material, prior to the service and filing of such material, and will give reasonable consideration to all such comments. Subject to applicable Law, the Company shall will not file any material with the Court in connection with the Arrangement or serve any such material, and shall will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.7 2.8 or with the Purchaser’s Xxxxxx's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, that nothing herein shall require the Purchaser Hudbay to agree or consent to any increase in or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, Hudbay's obligations set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal Xxxxxx's outside counsel on a timely basis, basis copies of any notice of appearance, evidence appearance or other Court documents served on the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company shall will not object to the Purchaser’s Xxxxxx's legal counsel 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 that the Company is advised of the nature of any submissions with reasonably sufficient time at least 24 hours prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company shall will also oppose any proposal from any party 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 PurchaserHudbay.

Court Proceedings. Subject (a) In connection with all Court proceedings relating to obtaining the terms of this AgreementInterim Order or the Final Order, the Purchaser shall cooperate with and assist the Company in seeking shall: (i) diligently pursue 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 or Acquireco in connection therewith. The Company shall ; (ii) provide the PurchaserSPAC’s legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give accept the reasonable consideration comments of SPAC and its legal counsel; (iii) provide SPAC copies of any notice of appearance, evidence or other documents served on it 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 all such comments. Subject to applicable Lawappeal, or oppose the granting of, the Company shall Interim Order or the Final Order; (iv) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement; (v) not file any material with the Court in connection with the Arrangement or serve any such material, and shall will not agree to modify or amend any materials so filed or served, except as contemplated by this Section 2.7 Agreement or with the PurchaserSPAC’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require the Purchaser that SPAC is not required to agree or consent to any increase in or variation in the form of Consideration the consideration payable hereunder or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s its obligations, or diminishes or limits the Purchaser’s its rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide ; (vi) subject to this Agreement, oppose any proposal from any Person that the Final Order contain any provision inconsistent with the Arrangement or this Agreement, and if at any time after the issuance of the Final Order and prior to the Purchaser’s legal counsel on a timely basisClosing, copies of any notice of appearance, evidence or other Court documents served on the Company in respect is required by the terms of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention applicable Law to oppose the granting of the Interim Order or the Final Order or return to appeal the Interim Order or Court with respect to the Final Order. The Company shall ensure that all materials filed , it will do so only after notice to, and in good faith consultation and cooperation with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement SPAC; and the Plan of Arrangement. In addition, the Company shall (vii) 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 that SPAC advises 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 party 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. Subject to the terms of this Agreement, the Purchaser shall Parties will cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by the Purchaser providing to the Company, Company on a timely basis, basis any information reasonably required to be supplied by the Purchaser or Acquireco Company in connection therewith. The Company shall will provide the Purchaser’s Purchaser and its legal counsel with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, Arrangement prior to the service and will filing of such materials and shall give reasonable consideration to all such comments. The Company will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Subject to applicable Law, the Company shall will not file any material with the Court in connection with the Arrangement or serve any such material, and shall will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.7 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, provided, however, that nothing herein shall require the Purchaser to agree or consent to any increase in or variation change in the form Consideration payable under the terms of Consideration the Plan of Arrangement or other any modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, obligations set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company shall will not object to the Purchaser’s legal counsel to 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 that the Company or its legal counsel is advised of the nature of any submissions with reasonably sufficient time prior to the hearing and such submissions are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. The Company shall will also oppose provide the Purchaser on a timely basis with copies of any proposal from any party that notice of appearance and evidence or other documents served on the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance Company or its legal counsel in respect of the Final application for the Interim Order and prior to the Effective Date, the Company is required by the terms of or the Final Order or any appeal therefrom and of any notice, whether or not in writing, received by Law the Company or its legal counsel indicating any intention to return oppose the granting of the Interim Order or the Final Order or to Court with respect to appeal the Interim Order or the Final Order, it shall do so after notice to, and in consultation and cooperation with, the Purchaser.

Court Proceedings. Subject (i) In connection with all Court proceedings relating to the terms of this Agreement, the Purchaser shall cooperate with and assist the Company in seeking obtaining the Interim Order and the Final Order, including by providing to the CompanyCompany shall: (A) diligently pursue (and SOAC shall reasonably cooperate with the Company in diligently pursuing), on the Interim Order and the Final Order; (B) provide SOAC and its Representatives with a timely basis, any information reasonably required to be supplied by the Purchaser or Acquireco in connection therewith. The Company shall provide the Purchaser’s legal counsel with reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, and will give accept the reasonable consideration to all such comments. Subject to applicable Law, the Company shall not file any material with the Court in connection with the Arrangement or serve any such materialcomments of SOAC and its Representatives, and shall not agree all information relating to modify or amend SOAC included in such materials so filed or served, except as contemplated by this Section 2.7 or with the Purchaser’s prior written consent, such consent not must be in a form and content reasonably satisfactory to be unreasonably withheld, conditioned or delayedSOAC; 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 filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also (C) provide to the Purchaser’s legal counsel on a timely basis, basis copies of any notice of appearanceresponse to petition, 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 therefrom from them, and of any notice, whether written or oral, received by indicating the Company indicating intention of any intention person to appeal, or oppose the granting of the Interim Order or the Final Order or to appeal of, the Interim Order or the Final Order. The Company shall ; (D) ensure that all materials material filed with the Court in connection with the Arrangement are is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition; (E) not file any material with the Court that result in an increase or variation in the form of the Exchange Consideration or other modification or amendment to such materials that expands or increases SOAC’s obligations, or diminishes or limits SOAC’s rights, set forth in any such materials or under this Agreement, the Arrangement, the Plan of Arrangement or the Transaction 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 Effective Time, the Company shall 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, SOAC; and (G) not object to the Purchaser’s legal counsel to 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 that SOAC advises 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 party 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. Subject to the terms of this Agreement, the Purchaser shall cooperate with 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 or Acquireco in connection therewith. The Company shall provide the Purchaser’s legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments. Subject to applicable Law, the Company shall not 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 Section 2.7 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 filed or served materials material that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials material or under this Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall ensure that all materials material filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company shall not object to the Purchaser’s legal counsel 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 that the Company is advised of the nature of any 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 party 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. Subject (a) In connection with all Court proceedings relating to the terms of this Agreement, the Purchaser shall cooperate with and assist the Company in seeking obtaining 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 or Acquireco in connection therewith. The Company shall diligently pursue, and cooperate with the SPAC in diligently pursuing, the Interim Order and the Final Order, and the Company will provide the Purchaser’s SPAC and its legal counsel with reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, prior to the service and filing of such materials, and will give accept the reasonable consideration comments of the SPAC and its legal counsel with respect to all any information required to be supplied by the SPAC and included in such commentsmaterials. Subject to applicable Law, the The Company shall will not file any material with the Court in connection with the Plan of Arrangement or serve any such material, and shall will not agree to modify or amend any materials so filed or served, except as contemplated by this Section 2.7 Agreement or with the PurchaserSPAC’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided thatprovided, nothing herein shall require that the Purchaser SPAC is not required to agree or consent to any increase in or variation in the form of Consideration the consideration payable hereunder or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s its obligations, or diminishes or limits the Purchaser’s its rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company shall will not object to the Purchaser’s legal counsel to the 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 acting reasonably; provided, that the SPAC advises 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 will also provide legal counsel to the SPAC with copies of any notice and evidence served on the Company or its legal counsel in respect of the application for the Final Order or any appeal therefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or Final Order. The Company shall also oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement, Agreement and the Plan of Arrangement 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 PurchaserSPAC.

Court Proceedings. Subject to the terms of this Agreement, the Purchaser shall cooperate with 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 or Acquireco in connection therewith. The Company shall will provide the Purchaser’s legal counsel to U.S. Merger Partner with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, Arrangement prior to the service and filing of such materials and will give reasonable consideration to include in such materials all such comments. Subject to applicable Law, the Company shall not file any material with the Court in connection with the Arrangement comments reasonably and promptly proposed by U.S. Merger Partner or serve any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.7 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 filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangementits legal counsel. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Subject to applicable Laws, the Company will 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 materials so filed or served, except as contemplated by this Section 2.1 or with U.S. Merger Partner’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided, however, that nothing in this Agreement shall require U.S. Merger Partner to agree or consent to any increase in the consideration payable under the terms of the Plan of Arrangement or any modification or amendment to such filed or served materials that expands or increases the obligations of U.S. Merger Partner and its Subsidiaries set forth in any such filed or served materials or under this Agreement, the Merger or the Arrangement. In addition, the Company shall will not object to the Purchaser’s legal counsel to U.S. Merger Partner making such submissions on the hearing of the motion application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably, provided that the Company or its legal counsel is advised of the nature of any 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 will also provide legal counsel to U.S. Merger Partner on a timely basis with copies of any notice of appearance 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 therefrom and of any notice, whether or not in writing, received by the Company or its legal counsel indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company will also oppose any proposal from any party 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. Subject In connection with all Court proceedings relating to the terms of this Agreement, the Purchaser shall cooperate with and assist the Company in seeking obtaining the Interim Order and the Final Order, including by providing to the CompanyCompany shall: (a) diligently pursue, on a timely basisand cooperate with Parent in diligently pursuing, any information reasonably required to be supplied by the Purchaser or Acquireco in connection therewith. The Company shall Interim Order and the Final Order; (b) provide the Purchaser’s Parent and its legal counsel with reasonable opportunity to review and comment upon drafts of all material materials to be filed with with, or submitted to, the Court Court, the CBCA Director or the AMF in connection with the ArrangementArrangement (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 will give reasonable and due consideration to all such comments. Subject comments of Parent and its legal counsel, provided all Parent Information shall be in a form and substance satisfactory to applicable Law, the Company shall Parent; (c) not file any material with the Court in connection with the Arrangement or serve any such material, and shall not or agree to modify or amend materials any material so filed or served, except as contemplated by this Section 2.7 Agreement or with the PurchaserParent’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; , provided that, nothing herein that Parent shall require the Purchaser 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 the PurchaserParent’s obligations, or diminishes or limits the PurchaserParent’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide Arrangement and the D&O Support and Voting Agreements; (d) 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 Purchaser’s legal counsel on a timely basis, copies defense or settlement of any notice of appearance, evidence Company shareholder or other Court documents served on the Company derivative proceeding and shall not settle in respect of the application for the Interim Order any such proceeding without Parent’s prior written consent, such consent not to be unreasonably withheld, conditioned or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall delayed; (e) ensure that all materials material filed with the Court in connection with the Arrangement are is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company shall ; (f) not object to the Purchaser’s legal counsel to Parent making such submissions on the hearing of the motion 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 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 ; and (g) provide Parent on a timely basis with copies of any notice and evidence served on the Company shall also oppose any proposal from any party that or its legal counsel in respect of the application for the Interim Order or the Final Order contain or any provision inconsistent with this Agreementappeal therefrom, andand any notice, if written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or Final Order. If, at any time after the issuance of the Final Order and prior to the Effective DateTime, the Company is required by the terms of the Final Order or by Law to return to the Court with respect to the Final Order, it shall do so only after notice to, and in good faith consultation and cooperation with, the PurchaserParent.

Court Proceedings. Subject In connection with all Court proceedings relating to the terms of this Agreement, the Purchaser shall cooperate with and assist the Company in seeking obtaining the Interim Order and the Final Order, including by providing to the CompanyCompany shall: (a) diligently pursue, on a timely basisand cooperate with Parent in diligently pursuing, the Interim Order and the Final Order and any information reasonably required to be supplied by the Purchaser appeal therefrom or Acquireco in connection therewith. The Company shall any amendment thereto; (b) provide the Purchaser’s Parent and its legal counsel with reasonable opportunity to review and comment upon drafts of all material materials to be filed with with, or submitted to, the Court or the CBCA Director in connection with the ArrangementArrangement (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 will give reasonable consideration to all such comments. Subject comments of Parent and its legal counsel, provided that all Parent Information shall be in a form and substance satisfactory to applicable Law, the Company shall Parent; (c) not file any material with the Court in connection with the Arrangement or serve any such material, and shall not or agree to modify or amend materials any material so filed or served, except as contemplated by this Section 2.7 Agreement or with the PurchaserParent’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; , provided that, nothing herein that Parent shall require the Purchaser 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 the PurchaserParent’s obligations, or diminishes or limits the PurchaserParent’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide Arrangement and the Voting Support Agreements; (d) 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 Purchaser’s legal counsel on a timely basis, copies defense or settlement of any notice of appearance, evidence Company shareholder or other Court documents served on the Company derivative proceeding and shall not settle in respect of the application for the Interim Order any such proceeding without Parent’s prior written consent, such consent not to be unreasonably withheld, conditioned or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall delayed; (e) ensure that all materials material filed with the Court in connection with the Arrangement are is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company shall ; (f) not object to the Purchaser’s legal counsel to Parent making such submissions on the hearing of the motion 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 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 ; and (g) provide Parent on a timely basis with copies of any notice and evidence served on the Company shall also oppose any proposal from any party that or its legal counsel in respect of the application for the Interim Order or the Final Order contain or any provision inconsistent with this Agreementappeal therefrom, andand any notice, if written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or Final Order. If, at any time after the issuance of the Final Order and prior to the Effective DateTime, the Company is required by the terms of the Final Order or by Law to return to the Court with respect to the Final Order, it shall do so only after notice to, and in good faith consultation and cooperation with, the PurchaserParent.

Court Proceedings. Subject In connection with all Court proceedings relating to the terms of this Agreement, the Purchaser shall cooperate with and assist the Company in seeking obtaining the Interim Order and the Final Order, including by providing to the CompanyCompany will diligently pursue, on a timely basis, any information reasonably required to be supplied by and cooperate with the Purchaser or Acquireco in connection therewith. The diligently pursuing, the Interim Order and the Final Order and the Company shall will provide the Purchaser’s Purchaser and its legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the ArrangementArrangement (including by providing, on a timely basis and will give reasonable consideration prior to all such comments. Subject to applicable Law, the Company shall not file any material with the Court in connection with the Arrangement or serve any service and filing of such material, and shall not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.7 or with the Purchaser’s prior written consent, such consent not a description of any information required to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require supplied by the Purchaser to agree or consent to any increase for inclusion in or variation in such material) and the form Company will accept the reasonable comments of Consideration or other modification or amendment to the Purchaser and its legal counsel on such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangementmaterial. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall will ensure that all materials material filed with the Court in connection with the Arrangement are is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company shall will not object to the Purchaser’s legal counsel to the Purchaser making such submissions on the hearing in support of the motion application for the Interim Order and the application for the Final Order as such counsel considers appropriateOrder; provided however, provided that the Purchaser advises the Company is advised of the nature of any such submissions with reasonably sufficient time not less than one (1) Business Day prior to the hearing and such submissions are consistent in all material respects the Purchaser has given reasonable consideration to any comments from the Company and its legal counsel with this Agreement and the Plan of Arrangementrespect thereto. The Company shall will also oppose provide legal counsel to the Purchaser on a timely basis with copies of any proposal from any party that notice, evidence or other documents served on the Company or its legal counsel in respect of the application for the Final Order contain or any provision inconsistent appeal therefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or Final Order. Subject to Law, no Party will file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with the other Party’s prior written consent, not to be unreasonably withheld, delayed or conditioned; provided however, that nothing herein will require the Purchaser to agree or 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 the Purchaser’s obligations set forth in any such filed or served materials or under this Agreement, and, if . 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 will provide immediate written notice to the Purchaser and will do so only after notice to, and in consultation and cooperation with, the Purchaserproviding such written notice.

Court Proceedings. Subject to the terms of this Agreement, The Company will provide the Purchaser shall cooperate with 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 or Acquireco in connection therewith. The Company shall provide the Purchaser’s legal its counsel with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, Arrangement prior to the service and filing of such materials and will give reasonable consideration to all such comments. Subject to applicable Law, the Company shall not 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 Section 2.7 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 filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Subject to applicable Law, the Company will 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 materials so filed or served, except as contemplated by this Section 2.8 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that nothing herein shall require the Purchaser to agree or consent to any increase or change in the consideration payable under the terms of the Plan of Arrangement or any modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations set forth in any such filed or served materials or under this Agreement or the Arrangement. In addition, the Company shall will not object to the Purchaser’s legal counsel to 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 that, provided that the Company or its legal counsel is advised of the nature of any submissions with reasonably sufficient time prior to the hearing and such submissions are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. The Company shall will also oppose provide the Purchaser on a timely basis with copies of any proposal from any party that notice of appearance and evidence or other documents served on the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance Company or its legal counsel in respect of the Final application for the Interim Order and prior to the Effective Date, the Company is required by the terms of or the Final Order or any appeal therefrom and of any notice, whether or not in writing, received by Law the Company or its legal counsel indicating any intention to return oppose the granting of the Interim Order or the Final Order or to Court with respect to appeal the Interim Order or the Final Order, it shall do so after notice to, and in consultation and cooperation with, the Purchaser.

Court Proceedings. Subject In connection with all Court Proceedings relating to the terms of this Agreement, the Purchaser shall cooperate with and assist the Company in seeking obtaining the Interim Order and the Final Order, including by providing to the CompanyCompany shall diligently pursue, on a timely basis, any information reasonably required to be supplied by and cooperate with the Purchaser or Acquireco in connection therewith. The diligently pursuing, the Interim Order and the Final Order and the Company shall will provide the Purchaser’s Purchaser and its legal counsel with reasonable opportunity to review and comment upon drafts of all 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 Purchaser for inclusion in such material, prior to the service and filing of that material, and will give accept the reasonable consideration comments of the Purchaser and its legal counsel with respect to any such information required to be supplied by the Purchaser and included in such material and any other matters contained therein. 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 commentssubmissions 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 Purchaser on a timely basis with copies of any notice and evidence served on the Company or its legal counsel in respect of the application for the Final Order or any appeal therefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or Final Order. Subject to applicable LawLaws, the Company shall will not file any material with with, or make any written submission to, the Court in connection with the Arrangement or serve any such material, and shall will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.7 hereby or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned withheld or delayed; provided that, that nothing herein shall require the Purchaser to agree or consent to any increase in increased purchase price or variation in the form of Consideration other consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company shall not object to the Purchaser’s legal counsel 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 that the Company is advised of the nature of any 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 party 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. Subject (a) In connection with all Court proceedings relating to obtaining the terms of this AgreementInterim Order or the Final Order, the Purchaser shall cooperate with and assist the Company in seeking shall: (i) diligently pursue 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 or Acquireco in connection therewith. The Company shall ; (ii) provide the PurchaserSPAC’s legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give accept the reasonable consideration comments of SPAC and its legal counsel; (iii) provide SPAC copies of any notice of appearance, evidence or other documents served on it 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 all such comments. Subject to applicable Lawappeal, or oppose the granting of, the Company shall Interim Order or the Final Order; (iv) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement; (v) not file any material with the Court in connection with the Arrangement or serve any such material, and shall will not agree to modify or amend any materials so filed or served, except as contemplated by this Section 2.7 Agreement or with the PurchaserSPAC’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; , provided that, nothing herein shall require the Purchaser that SPAC is not required to agree or consent to any increase in or variation in the form of Consideration the consideration payable hereunder or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s its obligations, or diminishes or limits the Purchaser’s its rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide ; (vi) subject to this Agreement, oppose any proposal from any Person that the Final Order contain any provision inconsistent with the Arrangement or this Agreement, and if at any time after the issuance of the Final Order and prior to the Purchaser’s legal counsel on a timely basisClosing, copies of any notice of appearance, evidence or other Court documents served on the Company in respect is required by the terms of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention applicable Law to oppose the granting of the Interim Order or the Final Order or return to appeal the Interim Order or Court with respect to the Final Order. The Company shall ensure that all materials filed , it will do so only after notice to, and in good faith consultation and cooperation with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement SPAC; and the Plan of Arrangement. In addition, the Company shall (vii) 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 that SPAC advises 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 party 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. Subject (a) In connection with all Court proceedings relating to the terms of this Agreement, the Purchaser shall cooperate with and assist the Company in seeking obtaining 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 Company shall: (i) make the Purchaser or Acquireco in connection therewith. The Company shall applications for and diligently pursue the Interim Order and the Final Order; (ii) provide the PurchaserSPAC’s legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give accept the reasonable consideration comments of SPAC and its legal counsel; (iii) provide SPAC copies of any notice of appearance, evidence or other documents served on it 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 all such comments. Subject to applicable Lawappeal, or oppose the granting of, the Company shall Interim Order or the Final Order; (iv) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement; (v) not file any material with the Court in connection with the Arrangement or serve any such material, and shall not agree to modify or amend any materials so filed or served, except as contemplated by this Section 2.7 Agreement or with the PurchaserSPAC’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; , provided that, nothing herein shall require the Purchaser that SPAC is not required to agree or consent to any increase in or variation in the form of Consideration the consideration payable hereunder or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s its obligations, or diminishes or limits the Purchaser’s its rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide ; (vi) subject to this Agreement, oppose any proposal from any Person that the Final Order contain any provision inconsistent with the Arrangement or this Agreement, and if at any time after the issuance of the Final Order and prior to the Purchaser’s legal counsel on a timely basisClosing, copies of any notice of appearance, evidence or other Court documents served on the Company in respect is required by the terms of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention applicable Law to oppose the granting of the Interim Order or the Final Order or return to appeal the Interim Order or Court with respect to the Final Order. The Company , it shall ensure that all materials filed with the Court do so only after notice to, and in connection with the Arrangement are consistent in all material respects with the terms of this Agreement good faith consultation and the Plan of Arrangement. In additioncooperation with, the Company shall SPAC; and (vii) 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 that SPAC advises 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 party 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. Subject to the terms of this Agreement, The Company will provide the Purchaser shall cooperate with 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 or Acquireco in connection therewith. The Company shall provide the Purchaser’s legal its counsel with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, Arrangement prior to the service and filing of such materials and will give reasonable consideration to all such comments. Subject to applicable Law, the Company shall not 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 Section 2.7 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 filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Subject to applicable Law, the Company will 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 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, however, that nothing herein shall require the Purchaser to agree or consent to any increase or change in the consideration payable under the terms of the Plan of Arrangement or any modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations set forth in any such filed or served materials or under this Agreement or the Arrangement. In addition, the Company shall will not object to the Purchaser’s legal counsel to 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 that the Company or its legal counsel is advised of the nature of any submissions with reasonably sufficient time prior to the hearing and such submissions are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. The Company shall will also oppose provide the Purchaser on a timely basis with copies of any proposal from any party that notice of appearance and evidence or other documents served on the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance Company or its legal counsel in respect of the Final application for the Interim Order and prior to the Effective Date, the Company is required by the terms of or the Final Order or any appeal therefrom and of any notice, whether or not in writing, received by Law the Company or its legal counsel indicating any intention to return oppose the granting of the Interim Order or the Final Order or to Court with respect to appeal the Interim Order or the Final Order, it shall do so after notice to, and in consultation and cooperation with, the Purchaser.

Court Proceedings. Subject (i) In connection with all Court proceedings relating to the terms of this Agreement, the Purchaser shall cooperate with and assist the Company in seeking obtaining the Interim Order and the Final Order, including by providing to the CompanyCompany shall: (A) diligently pursue (and Purchaser shall reasonably cooperate with the Company in diligently pursuing), on the Interim Order and the Final Order; (B) provide Purchaser and its Representatives with a timely basis, any information reasonably required to be supplied by the Purchaser or Acquireco in connection therewith. The Company shall provide the Purchaser’s legal counsel with reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, and will give reasonable consideration reasonably consider the comments of Purchaser and its Representatives, and ensure that all information relating to all Purchaser included in such comments. Subject materials must be in a form and content reasonably satisfactory to applicable LawPurchaser; (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 to appeal, or oppose the granting of, the Company shall 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 shall will not agree to modify or amend any materials so filed or served, except as contemplated by this Section 2.7 Agreement 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 that Purchaser is not required to agree or consent to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such materials or under any such filed or served materials or under materials, this Agreement Agreement, the Arrangement, the Plan of Arrangement or the Arrangement. The Company shall also provide Voting 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 Purchaser’s legal counsel on a timely basisArrangement Effective Time, copies of any notice of appearance, evidence or other Court documents served on the Company in respect is required by the terms of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention applicable Law to oppose the granting of the Interim Order or the Final Order or return to appeal the Interim Order or Court with respect to the Final Order. The Company shall ensure that all materials filed with the Court , it will do so only after notice to, and in connection with the Arrangement are consistent in all material respects with the terms of this Agreement good faith consultation and the Plan of Arrangement. In additioncooperation with, the Company shall Purchaser; and (G) not object to the Purchaser’s legal counsel to 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 that Purchaser advises 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 party 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. ‌ Subject to the terms of this Agreement, the Purchaser shall reasonably cooperate with and assist the Company REIT in seeking the Interim Order and the Final Order, including by providing to the CompanyREIT, on a timely basis, any information reasonably required to be supplied by the Purchaser or Acquireco in connection therewith. The Company REIT shall provide the Purchaser’s legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments. Subject to applicable Law, the Company REIT shall not 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 Section 2.7 1.6 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 filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company REIT shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on the Company REIT in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company REIT indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company REIT shall ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company REIT shall not object to the Purchaser’s legal counsel 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 that the Company REIT is advised of the nature of any submissions with reasonably sufficient time prior to the hearing and agrees with them, acting reasonably, and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company REIT shall also oppose any proposal from any party Party 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 REIT 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 reasonable consultation and reasonable cooperation with, the Purchaser.

Court Proceedings. Subject to the terms of this Agreement, the Company will diligently pursue, and the Purchaser shall will cooperate with and reasonably assist the Company in seeking 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 or Acquireco in connection therewith. The Company shall will provide the Purchaser’s legal counsel to the Purchaser with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments. The Company will also provide legal counsel to the Purchaser on a timely basis with copies of any notice of appearance or notice of intent to oppose or any evidence served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom. Subject to applicable Law, the Company shall will not file any material with the Court in connection with the Arrangement or serve any such material, and shall will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.7 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, 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 filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, obligations set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of ArrangementAgreement. In addition, the Company shall will not object to the Purchaser’s legal counsel to 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, provided that the Company is advised of the nature of any submissions with reasonably sufficient time prior to the such hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company shall will also oppose any appearance, proposal or motion from any third party that on the hearing of the motion for the Interim Order and the application for the Final Order contain any provision which is inconsistent with this Agreement, and, if Agreement or the Plan of Arrangement. 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 the Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, the Purchaser.

Court Proceedings. Subject to the terms of this Agreement, the Purchaser shall Parties will cooperate with 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 or Acquireco in connection therewith. The Company shall will provide the Purchaser’s Purchaser and its legal counsel with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, Arrangement prior to the service and will filing of such materials and shall give reasonable consideration to all such comments. Subject to applicable Law, the Company shall not 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 Section 2.7 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 filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Subject to applicable Law, the Company will 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 materials so filed or served, except as contemplated by this Section 2.8 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided, however, that nothing herein shall require the Purchaser to agree or consent to any increase or change in the Consideration payable under the terms of the Plan of Arrangement or any modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations set forth in any such filed or served materials or under this Agreement or the Arrangement. In addition, the Company shall will not object to the Purchaser’s legal counsel to 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 that the Company or its legal counsel is advised of the nature of any submissions with reasonably sufficient time prior to the hearing and such submissions are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. The Company shall will also oppose provide the Purchaser on a timely basis with copies of any proposal from any party that notice of appearance and evidence or other documents served on the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance Company or its legal counsel in respect of the Final application for the Interim Order and prior to the Effective Date, the Company is required by the terms of or the Final Order or any appeal therefrom and of any notice, whether or not in writing, received by Law the Company or its legal counsel indicating any intention to return oppose the granting of the Interim Order or the Final Order or to Court with respect to appeal the Interim Order or the Final Order, it shall do so after notice to, and in consultation and cooperation with, the Purchaser.

Court Proceedings. Subject In connection with all Court proceedings relating to the terms of this Agreement, the Purchaser shall cooperate with and assist the Company in seeking obtaining the Interim Order and the Final Order, including by providing to the CompanyCompany shall diligently pursue, on a timely basis, any information reasonably required to be supplied by and the Company and the Purchaser or Acquireco will cooperate with each other in connection therewith. The diligently pursuing, the Interim Order and the Final Order, and the Company shall will provide the Purchaser’s Purchaser and its legal counsel with reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, prior to the service and filing of such materials, and will give reasonable consideration to the comments of the Purchaser and its legal counsel on such materials. 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. 24 In addition, the Company will not object to legal counsel to the Purchaser making such commentssubmissions in support of the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably, provided the Purchaser advises the Company of the nature of such submissions prior to the application 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 notice and evidence served on the Company or its legal counsel in respect of the application for the Final Order or any appeal therefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or Final Order. Subject to applicable Law, the Company shall will not file any material with with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and shall will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.7 hereby or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, that nothing herein shall require the Purchaser to agree or consent to any increase in or variation in the form of increased Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company shall not object to the Purchaser’s legal counsel 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 that the Company is advised of the nature of any 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 party 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. Subject to the terms of this Agreement, the Purchaser shall cooperate with 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 or Acquireco in connection therewith. The Company shall provide the Purchaser’s Purchaser Parties and their legal counsel with a reasonable opportunity to review and comment upon drafts of the Interim Order and the Final Order and all other 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 Purchaser Parties for inclusion in such material, prior to the service and will give filing of that material, and shall accept the reasonable consideration comments of the Purchaser Parties and their legal counsel with respect to any such information required to be supplied by the Purchaser Parties and included in such material and shall reasonably consider their comments with respect to any other matters contained therein. The Company shall 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 shall not object to legal counsel to the Purchaser Parties making such commentssubmissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. The Company shall also provide legal counsel to the Purchaser Parties on a timely basis with copies of any notice and evidence served on the Company or its legal counsel in respect of the application for the Final Order or any appeal therefrom, 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. Subject to applicable LawLaws, the Company shall not file any material with with, or make any submissions to, 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 Section 2.7 hereby or with the Purchaser’s Purchaser Parties’ prior written consent, such consent not to be unreasonably withheld, conditioned withheld or delayed; provided that, that nothing herein shall require the Purchaser Parties to agree or consent to any increase in increased purchase price or variation in the form of Consideration other consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, Purchaser Parties’ obligations set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company shall not object to the Purchaser’s legal counsel 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 that the Company is advised of the nature of any 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 party 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. Subject to the terms of this Agreement, the Purchaser shall cooperate with 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 or Acquireco in connection therewith. The Company DirectCash shall provide the Purchaser’s Parent and their legal counsel with a reasonable opportunity to review and comment upon drafts of the Interim Order, the Final Order and all other 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 for inclusion in such material, prior to the service and will give filing of that material, and shall accept the reasonable consideration comments of the Parent and their legal counsel with respect to any such information required to be supplied by the Parent and included in such material and shall reasonably consider their comments with respect to any other matters contained therein. DirectCash shall 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, DirectCash shall not object to legal counsel to the Parent making such commentssubmissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that such submissions are consistent with this Agreement and the Plan of Arrangement and provided further that DirectCash and its legal counsel are advised of the nature of any such submissions prior to the hearing. DirectCash shall also provide legal counsel to the Parent on a timely basis with copies of any notice and evidence served on DirectCash or its legal counsel in respect of the application for the Final Order or any appeal therefrom 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. Subject to applicable LawLaws, the Company DirectCash shall not file any material with with, or make any submissions to, 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 Section 2.7 hereby or with the PurchaserParent’s prior written consent, such consent not to be unreasonably withheld, conditioned withheld or delayed; provided that, that nothing herein shall require the Purchaser Parent to agree or consent to any increase in increased purchase price or variation in the form of Consideration other consideration or other modification or amendment to such filed or served materials that expands or increases the PurchaserParent’s obligations, or diminishes or limits the Purchaser’s rights, obligations set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company shall not object to the Purchaser’s legal counsel 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 that the Company is advised of the nature of any 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 party 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. Subject to the terms of this Agreement, the Purchaser shall Parent will cooperate with 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 or Acquireco Parent in connection therewith. The Company shall will provide the Purchaser’s legal counsel Parent's outside counsel, as specified in Section 8.1(a), with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments. Subject to applicable Law, the Company shall will not file any material with the Court in connection with the Arrangement or serve any such material, and shall will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.7 2.9 or with the Purchaser’s Parent's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided thatthat nothing in this Agreement shall limit the Company's ability to take any and all steps, nothing herein shall require including the Purchaser filing of all manner of documents with any Governmental Entity, to agree or consent to any increase in or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or enforce its rights under this Agreement or Agreement, including in connection with any dispute involving the ArrangementCompany and its Subsidiaries on the one hand and Parent on the other hand. The Company shall also provide to the Purchaser’s legal counsel Parent's outside counsel, as specified in Section 8.1(a) and on a timely basis, copies of any notice of appearance, evidence appearance or other Court documents served on the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In additionWith the Company's prior consent (such consent not to be unreasonably withheld, the Company shall not object to the Purchaser’s conditioned or delayed), legal counsel making to Parent may make 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 that the Company is advised of the nature of any 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 will also oppose any proposal from any party 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 PurchaserParent.

Court Proceedings. Subject to the terms of this Agreement, the Purchaser and Parent shall cooperate with 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 or Acquireco Parent in connection therewith. The Company shall provide the Purchaser’s both Purchaser and Parent and their legal counsel with reasonable opportunity to review and comment upon drafts of all 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 Purchaser or Parent for inclusion in such material), and will give reasonable consideration to all such commentscomments and will accept the reasonable comments of Purchaser and Parent and their legal counsel with respect to any such materials. Subject to applicable Law, the The Company shall not 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 Section 2.7 2.8 or with the both Purchaser’s and Parent’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require the Purchaser or Parent to agree or consent to any increase in or variation in the form of Consideration consideration payable to the Company Shareholders or the holders, if any, of Company DSUs, Company Options, Company PSUs, Company RSUs or Company SARs pursuant to the plan of Arrangement or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any modification or amendment to such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the Purchaser’s Purchaser and Parent and their legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on the Company in respect of the application motion for the Interim Order or application for the Final Order (or any appeal therefrom and of appeals therefrom), as well as any notice, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company shall not object to the Purchaser or Purchaser’s legal counsel 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 that the Company is advised as promptly as practicable of the nature of any 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 party 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. Subject to the terms of this Agreement, the Purchaser shall Parties will cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by the Purchaser providing to the Company, Company on a timely basis, basis any information reasonably required to be supplied by the Purchaser or Acquireco Company in connection therewith. The Company shall will provide the Purchaser’s legal Purchaser and its counsel with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, Arrangement prior to the service and filing of such materials and will give reasonable consideration to all such comments. The Company will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Subject to applicable Law, the Company shall will not file any material with the Court in connection with the Arrangement or serve any such material, and shall will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.7 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, provided, however, that nothing herein shall require the Purchaser to agree or consent to any increase in or variation change in the form consideration payable under the terms of Consideration the Plan of Arrangement or other any modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, obligations set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company shall will not object to the Purchaser’s legal counsel to 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 that the Company or its legal counsel is advised of the nature of any submissions with reasonably sufficient time prior to the hearing and such submissions are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. The Company shall will also oppose provide the Purchaser on a timely basis with copies of any proposal from any party that notice of appearance and evidence or other documents served on the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance Company or its legal counsel in respect of the Final application for the Interim Order and prior to the Effective Date, the Company is required by the terms of or the Final Order or any appeal therefrom and of any notice, whether or not in writing, received by Law the Company or its legal counsel indicating any intention to return oppose the granting of the Interim Order or the Final Order or to Court with respect to appeal the Interim Order or the Final Order, it shall do so after notice to, and in consultation and cooperation with, the Purchaser.

Court Proceedings. Subject In connection with all Court proceedings relating to the terms of this Agreement, the Purchaser shall cooperate with and assist the Company in seeking obtaining the Interim Order and the Final Order, the Company shall: (a) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order including by providing pursuing any appeals therefrom; (b) provide legal counsel to the Company, on Purchaser with a timely basis, any information reasonably required to be supplied by the Purchaser or Acquireco in connection therewith. The Company shall provide the Purchaser’s legal counsel with reasonable opportunity to review and comment upon drafts of all 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 give accept the reasonable consideration comments of the Purchaser and its legal counsel with respect to all any such comments. Subject information required to applicable Lawbe supplied by the Parent and the Purchaser and included in such material and any other matters contained therein; (c) provide copies of any notice 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 Company shall 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 shall not or agree to modify or amend materials any material so filed or served, except as contemplated by this Section 2.7 Agreement 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 is not required to agree or consent to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the obligations of the Parent or the Purchaser’s obligations, or diminishes or limits the rights of the Parent or the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or Agreement; (f) oppose any proposal from any Person that the Arrangement. The Company shall also provide to Final Order contain any provision inconsistent with this Agreement, and if required by the Purchaser’s legal counsel on a timely basis, copies terms of any notice of appearance, evidence or other Court documents served on the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention Law to oppose the granting of the Interim Order or return to Court with respect to the Final Order or to appeal the Interim Order or the Final Order. The Company shall ensure that all materials filed with the Court do so only after notice to, and in connection with the Arrangement are consistent in all material respects with the terms of this Agreement consultation and the Plan of Arrangement. In additioncooperation with, the Company shall Purchaser; and (g) not object to the Purchaser’s legal counsel to 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 that the Purchaser advises 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 party 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. Subject to the terms of this Agreement, the Purchaser Company shall diligently pursue, and cooperate with and assist the Company Purchaser in seeking diligently pursuing, the Interim Order and the Final Order, including by providing to and the Purchaser shall provide the Company, on a timely basis, any information reasonably required to be supplied by the Purchaser or Acquireco in connection therewith. The Company shall provide the Purchaser’s legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments. Subject to applicable Law, the Company shall not 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 Section 2.7 1.6 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 change in or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on the Company it in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company it indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company shall not object Legal counsel to the Purchaser’s legal counsel making Purchaser shall be entitled to make 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 that the Company is advised Purchaser’s legal counsel advises the Company’s legal counsel of the nature of any submissions with reasonably sufficient time prior to the hearing and agrees with them, acting reasonably, 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 party Person that the Final Order contain contains 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 the Company shall do so after notice to, and in reasonable consultation and reasonable cooperation with, the Purchaser.

Court Proceedings. Subject In connection with all Court proceedings relating to the terms of this Agreement, the Purchaser shall cooperate with and assist the Company in seeking obtaining the Interim Order and the Final Order, including by providing to the CompanyCompany will diligently pursue, on a timely basis, any information reasonably required to be supplied by and cooperate with the Purchaser or Acquireco in connection therewith. The diligently pursuing, the Interim Order and the Final Order and the Company shall will provide the Purchaser’s Purchaser and its legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the ArrangementArrangement (including by providing, on a timely basis and will give reasonable consideration prior to all such comments. Subject to applicable Law, the Company shall not file any material with the Court in connection with the Arrangement or serve any service and filing of such material, and shall not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.7 or with the Purchaser’s prior written consent, such consent not a description of any information required to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require supplied by the Purchaser to agree or consent to any increase for inclusion in or variation in such material) and the form Company will accept the reasonable comments of Consideration or other modification or amendment to the Purchaser and its legal counsel on such filed or served materials material; provided, however, that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide all information relating solely to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served reliance on the Company Section 3(a)(10) Exemption and the effect thereof included in respect of any filing with the application for Court shall be in form and content satisfactory to the Interim Order or the Final Order or any appeal therefrom and of any noticePurchaser, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Orderacting reasonably. The Company shall will ensure that all materials material filed with the Court in connection with the Arrangement are is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company shall will not object to the Purchaser’s legal counsel to the Purchaser making such submissions on the hearing in support of the motion application for the Interim Order and the application for the Final Order as such counsel considers appropriateOrder; provided however, provided that the Purchaser advises 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 will also oppose provide legal counsel to the Purchaser on a timely basis with copies of any proposal from any party that notice, evidence or other documents served on the Company or its legal counsel in respect of the application for the Final Order contain or any provision inconsistent appeal therefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or Final Order. Subject to Law, no Party will file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with the other Parties’ prior written consent, not to be unreasonably withheld, delayed or conditioned; provided however that nothing herein will require the Purchaser to agree or 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 the Purchaser’s obligations, or materially diminishes or limits the Purchaser’s rights in respect of the Transactions, set forth in any such filed or served materials or under this Agreement, and, if . 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 will, whenever reasonably practicable, do so after reasonable written notice to, and in consultation and cooperation with, to the Purchaser.

Court Proceedings. Subject to the terms of this Agreement, the Purchaser Stryker shall cooperate with and assist the Company Novadaq in seeking the Interim Order and the Final Order, including by providing to the CompanyNovadaq, on a timely basis, any information reasonably required to be supplied by the Purchaser or Acquireco Stryker in connection therewith. The Company Novadaq shall provide the PurchaserStryker’s legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments. Subject to applicable Law, the Company Novadaq shall not 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 Section 2.7 2.8 or with the PurchaserStryker’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require the Purchaser Stryker to agree or consent to any increase in or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases the PurchaserStryker’s obligations, or diminishes or limits the PurchaserStryker’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company Novadaq shall also provide to the PurchaserStryker’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on the Company Novadaq in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company Novadaq indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company Novadaq shall ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company Novadaq shall not object to the PurchaserStryker’s legal counsel 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 that the Company Novadaq is advised of the nature of any submissions with reasonably sufficient time prior to the hearing and agrees with them, acting reasonably, and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company Novadaq shall also oppose any proposal from any party 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 Novadaq 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 PurchaserStryker.

Court Proceedings. Subject to the terms of this Agreement, the Purchaser shall cooperate with 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 or Acquireco in connection therewith. The Company shall provide the Purchaser and Purchaser’s legal counsel with reasonable opportunity to review and comment upon drafts of all 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 will give reasonable consideration to all such commentscomments and will accept the reasonable comments of the Purchaser and its legal counsel with respect to any such materials. Subject to applicable Law, the Company shall not 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 Section 2.7 2.8 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 consideration payable to the Company Shareholders, the Company Warrant Holder or the holders of the Company Options, Company RSUs or Company PSUs pursuant to the plan of Arrangement or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the Purchaser and Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on the Company in respect of the application motion for the Interim Order or application for the Final Order (or any appeal therefrom and of appeals therefrom), as well as any notice, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company shall not object to the Purchaser or Purchaser’s legal counsel 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 that the Company is advised as promptly as practicable of the nature of any 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 party 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. Subject to the terms of this Agreement, the Purchaser shall Numinus will cooperate with and assist the Company Novamind in seeking the Interim Order and the Final Order, including by providing to the Company, Novamind on a timely basis, basis any information reasonably required to be supplied by the Purchaser or Acquireco Numinus in connection therewith. The Company shall Novamind will provide the Purchaser’s legal counsel to Numinus with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, Arrangement and will give reasonable consideration to all such comments. Subject to applicable Law, the Company shall Novamind will not file any material with the Court in connection with the Arrangement or serve any such material, and shall will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.7 2.9 or with Numinus’ prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. Novamind shall also provide to Numinus’ outside counsel on a timely basis copies of any notice of appearance or other Court documents served on Novamind in respect of the Purchaser’s application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Novamind indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. Novamind shall ensure that all materials filed with the Court in connection with the Arrangement are consistent with the terms of this Agreement and the Plan of Arrangement. Subject to applicable Law, Novamind will 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 materials so filed or served, except with Numinus’ prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, that nothing herein shall require the Purchaser Numinus to agree or consent to any increase in or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s Numinus’ obligations, or diminishes or limits the Purchaser’s Numinus’ rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company shall Novamind will not object to the Purchaser’s legal counsel to Numinus 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, provided that the Company Novamind is advised of the nature of any submissions with reasonably sufficient time prior to the such hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company shall Novamind will also oppose any appearance, proposal or motion from any party that on the hearing of the motion for the Interim Order and the application for the Final Order contain any provision which is inconsistent with this Agreement, and, if Agreement or the Plan of Arrangement. If at any time after the issuance of the Final Order and prior to the Effective Date, the Company Novamind is required by the terms of the Final Order or by Law to return to the Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, the Purchaserwith Numinus.

Court Proceedings. Subject In connection with all Court proceedings relating to the terms of this Agreement, the Purchaser shall cooperate with and assist the Company in seeking obtaining the Interim Order and the Final Order, including by providing to the CompanyCompany shall diligently pursue, on a timely basis, any information reasonably required to be supplied by and the Company and the Purchaser or Acquireco will cooperate with each other in connection therewith. The diligently pursuing, the Interim Order and the Final Order, and the Company shall will provide the Purchaser’s Purchaser and its legal counsel with reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, prior to the service and filing of such materials, and will give reasonable consideration to the comments of the Purchaser and its legal counsel on such materials. 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 commentssubmissions in support of the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably, provided the Purchaser advises the Company of the nature of such submissions prior to the application 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 notice and evidence served on the Company or its legal counsel in respect of the application for the Final Order or any appeal therefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or Final Order. Subject to applicable Law, the Company shall will not file any material with with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and shall will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.7 hereby or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, that nothing herein shall require the Purchaser to agree or consent to any increase in or variation in the form of increased Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company shall not object to the Purchaser’s legal counsel 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 that the Company is advised of the nature of any 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 party 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. Subject In connection with all Court proceedings relating to the terms of this Agreement, the Purchaser shall cooperate with and assist the Company in seeking obtaining 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 or Acquireco in connection therewith. The Company shall diligently pursue, and cooperate with the Buyer in diligently pursuing, the Interim Order and the Final Order and the Company will provide the Purchaser’s Buyer and its legal counsel with reasonable opportunity to review and comment upon drafts of all material 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 give accept the reasonable consideration comments of the Buyer and its legal counsel with respect to all such comments. Subject to applicable Law, the Company shall not 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 Section 2.7 or with the Purchaser’s prior written consent, such consent not information required to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require supplied by the Purchaser to agree or consent to any increase Buyer and included in or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangementmaterials. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall will ensure that all materials material filed with the Court in connection with the Arrangement are is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company shall will not object to the Purchaser’s legal counsel to the Buyer making such submissions on the hearing of the motion application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Company is advised of the nature of any 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 Arrangementacting reasonably. The Company shall will also oppose provide legal counsel to the Buyer on a timely basis with copies of any proposal from any party that notice and evidence served on the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance Company or its legal counsel in respect of the Final Order and prior to the Effective Date, the Company is required by the terms of application for the Final Order or by Law any appeal therefrom, and any notice, written or oral, indicating the intention of any Person to return to Court with respect to appeal, or oppose the granting of, the Interim Order or Final Order. Subject to applicable Laws, it shall do so after notice the Company will not file any materials with, or make any submissions to, the Court in connection with the Arrangement or serve any such materials, and in consultation and cooperation withwill not agree to modify or amend materials so filed or served, except as contemplated hereby or with the PurchaserBuyer’s prior written consent, such consent not to be unreasonably withheld or delayed.

Court Proceedings. Subject to the terms of this Agreement, the Purchaser Acquiror shall cooperate with and assist the Company Corporation in seeking the Interim Order and the Final Order, including by providing to the CompanyCorporation, on a timely basis, any information reasonably required to be supplied by the Purchaser or Acquireco Acquiror in connection therewith. The Company Corporation shall provide the Purchaser’s legal Acquiror and its counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments. Subject to applicable Law, the Company The Corporation shall not 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 Section 2.7 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 filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel Acquiror and its counsel, on a timely basis, copies of any notice of appearance, evidence or other Court documents served on the Company Corporation or its counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether notice (written or oral, ) received by the Company Corporation indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company Corporation shall ensure that all materials material filed with the Court in connection with the Arrangement are is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In additionThe Corporation shall not file any material with the Court in 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 Acquiror’s prior written consent, acting reasonably, provided the Acquiror is not required to agree or consent to any increase in, or variation of the form of, the Company Consideration or other modification or amendment to such filed or served materials that expands or increases the Acquiror’s obligations, or diminishes or limits the Acquiror’s rights, set forth in any such filed or served materials or under this Agreement. The Corporation shall oppose any proposal from any person that the Final Order contain any provision materially inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to, and in consultation and cooperation with, the Acquiror. The Corporation shall not object to the Purchaser’s legal counsel to the Acquiror making such submissions on the hearing of the motion application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Company Corporation is advised of the nature of any submissions with reasonably sufficient time not less than two Business Days 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 party 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. ‌ Subject to the terms of this Agreement, the Purchaser shall cooperate with 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 or Acquireco in connection therewith. The Company shall provide the Purchaser’s legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments. Subject to applicable Law, the Company shall not 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 Section 2.7 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 filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company shall not object to the Purchaser’s legal counsel 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 that the Company is advised of the nature of any 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 party 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. Subject (a) In connection with all Court proceedings relating to obtaining the terms Interim Order or the Final Order, each of this AgreementLG Parent, the Purchaser shall cooperate with New BC Sub, and assist the Company in seeking SEAC shall: (i) diligently pursue 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 or Acquireco in connection therewith. The Company shall ; (ii) provide the PurchaserLG Parent’s legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give accept the reasonable consideration comments of LG Parent and its legal counsel; (iii) provide LG Parent copies of any notice of appearance, evidence or other documents served on it 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 all such comments. Subject to applicable Lawappeal, or oppose the granting of, the Company shall Interim Order or the Final Order; (iv) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement; (v) not file any material with the Court in connection with the Arrangement or serve any such material, and shall will not agree to modify or amend any materials so filed or served, except as contemplated by this Section 2.7 Agreement or with the PurchaserLG Parent’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; , provided that, nothing herein shall require the Purchaser that LG Parentis not required to agree or consent to any increase in or variation in the form of Consideration the consideration payable hereunder or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s its obligations, or diminishes or limits the Purchaser’s its rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide ; (vi) subject to this Agreement, oppose any proposal from any Person that the Final Order contain any provision inconsistent with the Arrangement or this Agreement, and if at any time after the issuance of the Final Order and prior to the Purchaser’s legal counsel on a timely basisClosing, copies New BC Sub is required by the terms of any notice of appearance, evidence or other Court documents served on the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention applicable Law to oppose the granting of the Interim Order or the Final Order or return to appeal the Interim Order or Court with respect to the Final Order. The Company shall ensure that all materials filed , it will do so only after notice to, and in good faith consultation and cooperation with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement LG Parent; and the Plan of Arrangement. In addition, the Company shall (vii) not object to the Purchaser’s legal counsel to LG Parent 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 that the Company is advised of LG Parent advises New BC Sub 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 party 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. Subject to the terms of this Agreement, the Purchaser shall cooperate with 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 or Acquireco in connection therewith. The Company shall will provide the Purchaser’s Parent and its legal counsel with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, Arrangement prior to the service and will filing of such materials and shall give reasonable consideration to all such comments. Subject to applicable Law, the Company shall not 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 Section 2.7 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 filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Subject to applicable Laws, the Company will 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 materials so filed or served, except as contemplated by this Section 2.2 or with Parent’s prior written consent, such consent not to be unreasonably withheld, delayed or conditioned, provided, however, that nothing herein shall require Parent to agree or consent to any increase in the consideration offered or change to the form of the consideration offered to Company Shareholders under the terms of the Plan of Arrangement or any modification or amendment to such filed or served materials that expands or increases the obligations of Holdings, Parent and any of their respective Subsidiaries set forth in any such filed or served materials or under this Agreement, the Merger or the Arrangement. In addition, the Company shall will not object to the Purchaser’s Parent or its legal counsel making such submissions on the hearing of the motion application for the Interim Order and the application for the Final Order as such Parent or its legal counsel considers reasonably appropriate, provided that the Company is advised of the nature of any 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 will also provide Parent and its legal counsel, on a timely basis, with copies of any notice of appearance 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 therefrom and of any notice, whether or not in writing, received by the Company or its legal counsel indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company will also oppose any proposal from any party 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. Subject (a) In connection with all Court proceedings relating to the terms of this Agreement, the Purchaser shall cooperate with and assist the Company in seeking obtaining 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 Company shall: (i) diligently pursue the Purchaser or Acquireco in connection therewith. The Company shall Interim Order and the Final Order; (ii) provide the PurchaserFEAC’s legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give accept the reasonable consideration comments of FEAC and its legal counsel; (iii) provide FEAC copies of any notice of appearance, evidence or other documents served on it 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 all such comments. Subject to applicable Lawappeal, or oppose the granting of, the Company shall Interim Order or the Final Order; (iv) 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; (v) not file any material with the Court in connection with the Arrangement or serve any such material, and shall will not agree to modify or amend any materials so filed or served, except as contemplated by this Section 2.7 Agreement or with the PurchaserFEAC’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; , provided that, nothing herein shall require the Purchaser that FEAC is not required to agree or consent to any increase in or variation in the form of the Exchange Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s its obligations, or diminishes or limits the Purchaser’s its rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide ; (vi) subject to this Agreement, oppose any proposal from any person that the Final Order contain any provision inconsistent with the Arrangement or this Agreement, and if at any time after the issuance of the Final Order and prior to the Purchaser’s legal counsel on a timely basisClosing, copies of any notice of appearance, evidence or other Court documents served on the Company in respect is required by the terms of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention applicable Law to oppose the granting of the Interim Order or the Final Order or return to appeal the Interim Order or Court with respect to the Final Order. The Company shall ensure that all materials filed with the Court , it will do so only after notice to, and in connection with the Arrangement are consistent in all material respects with the terms of this Agreement good faith consultation and the Plan of Arrangement. In additioncooperation with, the Company shall FEAC; and (vii) not object to the Purchaser’s legal counsel to FEAC 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 that FEAC advises the Company is advised of the nature of any such submissions with reasonably sufficient time prior to in advance of 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 party 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. Subject (i) In connection with all Court proceedings relating to the terms of this Agreement, the Purchaser shall cooperate with and assist the Company in seeking obtaining the Interim Order and the Final Order, including by providing to the CompanyCompany shall: (A) diligently pursue (and SPAC shall reasonably cooperate with the Company in diligently pursuing), on the Interim Order and the Final Order; (B) provide SPAC and its Representatives with a timely basis, any information reasonably required to be supplied by the Purchaser or Acquireco in connection therewith. The Company shall provide the Purchaser’s legal counsel with reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, and will give reasonable consideration reasonably consider the comments of SPAC and its Representatives, and all information relating to all the SPAC Parties included in such comments. Subject materials must be in a form and content reasonably satisfactory to applicable LawSPAC; (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 to appeal, or oppose the granting of, the Company shall 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 shall will not agree to modify or amend any materials so filed or served, except as contemplated by this Section 2.7 Agreement or with the PurchaserSPAC’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require the Purchaser that SPAC is not required to agree or consent to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the PurchaserSPAC’s obligations, or diminishes or limits the PurchaserSPAC’s rights, set forth in any such materials or under any such filed or served materials or under materials, this Agreement Agreement, the Arrangement, the Plan of Arrangement or the Arrangement. The Company shall also provide Transaction 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 Purchaser’s legal counsel on a timely basisArrangement Effective Time, copies of any notice of appearance, evidence or other Court documents served on the Company in respect is required by the terms of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention applicable Law to oppose the granting of the Interim Order or the Final Order or return to appeal the Interim Order or Court with respect to the Final Order. The Company shall ensure that all materials filed with the Court , it will do so only after notice to, and in connection with the Arrangement are consistent in all material respects with the terms of this Agreement good faith consultation and the Plan of Arrangement. In additioncooperation with, the Company shall SPAC; and (G) 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 that SPAC advises 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 party 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. Subject In connection with all Court proceedings relating to the terms of this Agreement, the Purchaser shall cooperate with and assist the Company in seeking obtaining the Interim Order and the Final Order, including by providing to the CompanyCompany will diligently pursue, on a timely basis, any information reasonably required to be supplied by and cooperate with the Purchaser or Acquireco and the Parent in connection therewith. The diligently pursuing, the Interim Order and the Final Order and the Company shall will provide the Purchaser’s , the Parent and their legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the ArrangementArrangement (including by providing, on a timely basis and will give reasonable consideration prior to all such comments. Subject to applicable Law, the Company shall not file any material with the Court in connection with the Arrangement or serve any service and filing of such material, a description of any information required to be supplied by the Purchaser and shall not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.7 or with the Parent for inclusion in such material) and the Company will accept the reasonable comments of the Purchaser’s prior written consent, the Parent and their legal counsel on 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 filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangementmaterial. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall will ensure that all materials material filed with the Court in connection with the Arrangement are is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company shall will not object to the Purchaser’s legal counsel to the Purchaser and the Parent making such submissions on the hearing in support of the motion application for the Interim Order and the application for the Final Order as such counsel considers appropriateOrder; provided however, provided that the Purchaser advises 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 will also oppose provide legal counsel to the Purchaser and the Parent on a timely basis with copies of any proposal from any party that notice, evidence or other documents served on the Company or its legal counsel in respect of the application for the Final Order contain or any provision inconsistent appeal therefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or Final Order. Subject to Law, no Party will file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with the other Parties’ prior written consent, not to be unreasonably withheld, delayed or conditioned; provided however, that nothing herein will require the Purchaser and the Parent to agree or 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 the Purchaser’s and the Parent’s obligations, or materially diminishes or limits the Purchaser’s and the Parent’s rights in respect of the Transactions, set forth in any such filed or served materials or under this Agreement, and, if . 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 will, whenever reasonably practicable, do so after written notice to, to the Purchaser and in consultation and cooperation with, the PurchaserParent.

Court Proceedings. Subject In connection with all Court proceedings relating to the terms of this Agreement, the Purchaser shall cooperate with and assist the Company in seeking obtaining the Interim Order and the Final Order, including by providing to the CompanyCompany shall diligently pursue, on a timely basis, any information reasonably required to be supplied by and cooperate with the Purchaser or Acquireco in connection therewith. The diligently pursuing, the Interim Order and the Final Order, and the Company shall will provide the Purchaser’s Purchaser and its legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, prior to the service and will give reasonable consideration to all such comments. Subject to applicable Law, the Company shall not file any material with the Court in connection with the Arrangement or serve any such filing of that material, and shall not agree will accept the reasonable comments of the Purchaser and its legal counsel with respect to modify or amend materials so filed or served, except as contemplated by this Section 2.7 or with the Purchaser’s prior written consent, any such consent not information required to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require supplied by the Purchaser to agree or consent to and included in such material and any increase in or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangementmatters contained therein. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall will ensure that all materials material filed with the Court in connection with the Arrangement are is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company shall will not object to the Purchaser’s legal counsel to the Purchaser making such submissions on the hearing of the motion application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Company is advised of the nature of any 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 Arrangementacting reasonably. The Company will also provide legal counsel to the Purchaser on a timely basis with copies of any notice, 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 therefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or Final Order. Subject to applicable Law, the Company will not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.6 or with the prior written consent of the Purchaser, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that nothing herein shall (i) require the Purchaser to agree or consent to any increase in the Consideration or other modification or amendment to such filed or served materials that expands or increases the obligations of the Purchaser, or diminishes or limits the rights of the Purchaser, set forth in any such filed or served materials or under this Agreement or the Arrangement or (ii) limit the Company’s ability to take any and all steps, including the filing of all manner of documents with any Governmental Entity, to enforce its rights hereunder, including in connection with any dispute involving the Company (and/or the Company Subsidiaries) on the one hand, and the Purchaser (and/or its affiliates) on the other hand . The Company will also oppose any proposal from any party 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. Subject In connection with all Court proceedings relating to the terms of this Agreement, the Purchaser shall cooperate with and assist the Company in seeking obtaining the Interim Order and the Final Order, including by providing to the CompanyCompany shall diligently pursue, on a timely basis, any information reasonably required to be supplied by and cooperate with the Purchaser or Acquireco in connection therewith. The diligently pursuing, the Interim Order and the Final Order and the Company shall will provide the Purchaser’s Purchaser and its legal counsel with reasonable opportunity to review and comment upon drafts of all 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 Purchaser for inclusion in such material, prior to the service and filing of that material, and will give accept the reasonable consideration comments of the Purchaser and its legal counsel with respect to any such information required to be supplied by the Purchaser and included in such material and any other matters contained therein. 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 commentssubmissions 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 Purchaser on a timely basis with copies of any notice and evidence served on the Company or its legal counsel in respect of the application for the Final Order or any appeal therefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or Final Order. Subject to applicable LawLaws, the Company shall will not file any material with with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and shall will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.7 hereby or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned withheld or delayed; provided that, that nothing herein shall require the Purchaser to agree or consent to any increase in increased purchase price or variation in the form of Consideration other consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or the ArrangementAgreement. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company shall not object to the Purchaser’s legal counsel 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 that the Company is advised of the nature of any 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 will oppose any proposal from any party Person that the Final Order contain any provision inconsistent with this Agreement, and, 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 Order do so only after notice to, and in consultation and cooperation with, the Purchaser.

Court Proceedings. Subject to the terms of this Agreement, the Purchaser shall cooperate with 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 or Acquireco in connection therewith. The Company shall provide the Purchaser’s legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments. Subject to applicable LawLaws, the Company shall not 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 Section 2.7 2.8 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 filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company shall not object to the Purchaser’s legal counsel 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 that the Purchaser advises 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 the terms of this Agreement and the Plan of Arrangement. The Company shall also oppose any proposal from any party 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. Subject In connection with all Court proceedings relating to the terms of this Agreement, the Purchaser shall cooperate with and assist the Company in seeking obtaining the Interim Order and the Final Order, including by providing to the CompanyREIT and ArrangementCo shall: (a) diligently pursue, on a timely basis, any information reasonably required to be supplied by and cooperate with the Purchaser or Acquireco in connection therewith. The Company shall diligently pursuing, the Interim Order and the Final Order; (b) provide the Purchaser’s Purchaser and its legal counsel with reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, prior to the service and will filing of such materials, and give reasonable consideration to all such commentscomments of the Purchaser and its legal counsel, provided that the REIT and ArrangementCo will accept the comments of the Purchaser and its legal counsel with respect to any information required to be supplied by the Purchaser and included in such materials. Subject to applicable Law, neither the Company REIT nor ArrangementCo shall not file any material materials with the Court in connection with the Arrangement or serve any such materialmaterials, and neither the REIT nor ArrangementCo shall not agree to modify or amend any materials so filed or served, except as contemplated by this Section 2.7 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 the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement Agreement, the Arrangement or the ArrangementVoting Support Agreements. The Company REIT and ArrangementCo shall oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement and consult with the Purchaser with respect to the defence or settlement of any REIT Unitholder or derivative suit, action, claim or proceeding related to the Arrangement and shall not settle in respect of any such suit, action, claim or proceeding without the Purchaser’s prior written consent. The REIT and ArrangementCo shall also provide to the Purchaser’s legal counsel counsel, on a timely basis, copies of any notice of appearance, evidence or other Court documents served on the Company REIT or ArrangementCo in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company REIT or ArrangementCo indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company REIT and ArrangementCo shall ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, neither the Company REIT nor ArrangementCo shall not object to the Purchaser’s legal counsel making such submissions on the hearing of the motion application for the Interim Order and the application for the Final Order as such counsel considers appropriate, ; provided that the Company is REIT and ArrangementCo are advised of the nature of any 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 REIT and ArrangementCo shall also oppose any proposal from any party 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 REIT or ArrangementCo are 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 reasonable consultation and reasonable cooperation with, the Purchaser.

Court Proceedings. Subject to the terms of this Agreement, The Company will provide the Purchaser shall cooperate with 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 or Acquireco in connection therewith. The Company shall provide the Purchaser’s legal its counsel with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, Arrangement prior to the service and filing of such materials and will give reasonable consideration to all such comments. Subject to applicable Law, the Company shall not 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 Section 2.7 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 filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Subject to applicable Law, the Company will 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 materials so filed or served, except as contemplated by this Section 2.8 or with the Purchaser's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided, however, that nothing herein shall require the Purchaser to agree or consent to any increase or change in the consideration payable under the terms of the Plan of Arrangement or any modification or amendment to such filed or served materials that expands or increases the Purchaser's obligations set forth in any such filed or served materials or under this Agreement or the Arrangement. In addition, the Company shall will not object to the Purchaser’s legal counsel to 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 that the Company or its legal counsel is advised of the nature of any submissions with reasonably sufficient time prior to the hearing and such submissions are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. The Company shall will also oppose provide the Purchaser on a timely basis with copies of any proposal from any party that notice of appearance and evidence or other documents served on the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance Company or its legal counsel in respect of the Final application for the Interim Order and prior to the Effective Date, the Company is required by the terms of or the Final Order or any appeal therefrom and of any notice, whether or not in writing, received by Law the Company or its legal counsel indicating any intention to return oppose the granting of the Interim Order or the Final Order or to Court with respect to appeal the Interim Order or the Final Order, it shall do so after notice to, and in consultation and cooperation with, the Purchaser.

Court Proceedings. Subject (a) In connection with all Court proceedings relating to the terms of this Agreement, the Purchaser shall cooperate with and assist the Company in seeking obtaining the Interim Order and the Final Order, including by providing to the CompanyCompany shall: (i) diligently pursue, on a timely basisand cooperate with SPAC in diligently pursuing, any information reasonably required to be supplied by the Purchaser or Acquireco in connection therewith. The Company shall Interim Order and the Final Order; (ii) provide the PurchaserSPAC’s legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments. Subject ; (iii) provide SPAC copies of any notice of appearance, evidence or other documents served on it 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 applicable Lawappeal, or oppose the granting of, the Company shall Interim Order or the Final Order; (iv) 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; (v) not file any material with the Court in connection with the Arrangement or serve any such material, and shall will not agree to modify or amend any materials so filed or served, except as contemplated by this Section 2.7 Agreement or with the PurchaserSPAC’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; , provided that, nothing herein shall require the Purchaser that SPAC is not required to agree or consent to any increase in or variation in the form of the Stockholder Arrangement Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s its obligations, or diminishes or limits the Purchaser’s its rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide ; (vi) subject to this Agreement, oppose any proposal from any person that the Final Order contain any provision inconsistent with the Arrangement or this Agreement, and if at any time after the issuance of the Final Order and prior to the Purchaser’s legal counsel on a timely basisClosing, copies of any notice of appearance, evidence or other Court documents served on the Company in respect is required by the terms of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention applicable Law to oppose the granting of the Interim Order or the Final Order or return to appeal the Interim Order or Court with respect to the Final Order. The Company shall ensure that all materials filed with the Court , it will do so only after notice to, and in connection with the Arrangement are consistent in all material respects with the terms of this Agreement good faith consultation and the Plan of Arrangement. In additioncooperation with, the Company shall SPAC; and (vii) 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 reasonably considers appropriate, provided that SPAC advises 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 party 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.