Common use of Court Proceedings Clause in Contracts

Court Proceedings. Subject to the terms of this Agreement, each of the other Parties will cooperate with and assist Pubco in seeking the Interim Order and the Final Order, including by providing it with any information reasonably required to be supplied by such Party in connection therewith. Verano will prepare drafts of the materials to be filed with the Court in connection with the Plan of Arrangement (other than any affidavits required from an officer or director of Pubco, which shall be supplied by Pubco). The Transaction Parties will provide legal counsel to the other Parties with reasonable opportunity to review and comment upon the drafts of such materials, and will give reasonable consideration to all such comments. Counsel to Pubco shall file the final forms of such Court materials. Subject to applicable Law, none of the Parties will file any material with the Court in connection with the Business Combination or serve any such material, and no Party will agree to modify or amend materials so filed or served, except as contemplated by this Section 2.7 or with the prior written consent of the Transacting Parties; provided, that, nothing herein shall require any Party to agree to modifications or amendments to the Business Combination. Pubco shall also provide to each other Parties’ legal counsel on a timely basis copies of any notice of appearance or other Court documents served on Pubco 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 Pubco 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. In addition, no Party will object to legal counsel to a Transacting Party 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 other Parties are advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Pubco agrees to oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement or the Plan of Arrangement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, Pubco 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, Verano.

Court Proceedings. Subject The Company will provide legal counsel to the terms of this Agreement, each of the other Parties will cooperate Purchaser with a reasonable opportunity to review and assist Pubco in seeking the Interim Order and the Final Order, including by providing it with any information reasonably required to be supplied by such Party in connection therewith. Verano will prepare comment upon drafts of the all materials to be filed with the Court in connection with the Plan of Arrangement (other than any affidavits required from an officer or director of Pubco, which shall be supplied by Pubco). The Transaction Parties will provide legal counsel prior to the other Parties with reasonable opportunity to review service and comment upon the drafts filing of such materials, materials and will give reasonable consideration to all such comments. Counsel to Pubco shall file The Company will ensure that all materials filed with the final forms Court in connection with the Arrangement are consistent in all material respects with the terms of such Court materialsthis Agreement and the Plan of Arrangement. Subject to applicable Applicable Law, none of the Parties Company will not file any material with the Court in connection with the Business Combination Arrangement or serve any such material, and no Party will 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 of the Transacting Parties; not to be unreasonably withheld, conditioned or delayed, provided, thathowever, that nothing herein shall require any Party the Purchaser to agree or consent to modifications or amendments to any increase in the Business Combination. Pubco shall also provide to each other Parties’ legal counsel on a timely basis copies of any notice of appearance or other Court documents served on Pubco in respect consideration payable under the terms of the application for Plan of Arrangement or any modification or amendment to such filed or served materials that expands or increases the Interim Order Purchaser’s or Digital River’s obligations set forth in any such filed or served materials or under this Agreement or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Pubco indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final OrderArrangement. In addition, no Party the Company will not object to legal counsel to a Transacting Party 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 other Parties are Company or its legal counsel is advised of the nature of any submissions prior to the hearing hearing. The Company will also provide legal counsel to the Purchaser on a timely basis with copies of any notice of appearance and such submissions are consistent with this Agreement and evidence or other documents served on the Plan of Arrangement. Pubco agrees to oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement Company or the Plan of Arrangement, and, if at any time after the issuance its legal counsel in respect of the Final application for the Interim Order and prior to the Effective Date, Pubco 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, Verano.

Court Proceedings. Subject to the terms of this Agreement, each of the other Parties Parent will cooperate with and assist Pubco the Company in seeking the Interim Order and the Final Order, including by providing it with to the Company, on a timely basis, any information reasonably required to be supplied by such Party Parent in connection therewith. Verano The Company will prepare provide Parent's outside counsel, as specified in Section 8.1(a), with reasonable opportunity to review and comment upon drafts of the materials all material to be filed with the Court in connection with the Plan of Arrangement (other than any affidavits required from an officer or director of Pubco, which shall be supplied by Pubco). The Transaction Parties will provide legal counsel to the other Parties with reasonable opportunity to review and comment upon the drafts of such materialsArrangement, and will give reasonable consideration to all such comments. Counsel to Pubco shall file the final forms of such Court materials. Subject to applicable Law, none of the Parties Company will not file any material with the Court in connection with the Business Combination Arrangement or serve any such material, and no Party 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 Parent's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that nothing in this Agreement shall 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 under this Agreement, including in connection with any dispute involving the Transacting Parties; provided, that, nothing herein shall require any Party to agree to modifications or amendments to Company and its Subsidiaries on the Business Combinationone hand and Parent on the other hand. Pubco The Company shall also provide to each other Parties’ legal counsel Parent's outside counsel, as specified in Section 8.1(a) and on a timely basis basis, copies of any notice of appearance or other Court documents served on Pubco 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 Pubco 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. In additionThe 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. With the Company's prior consent (such consent not to be unreasonably withheld or delayed), no Party will object to legal counsel to a Transacting Party making 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 other Parties are advised of the nature of any submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. Pubco agrees to The Company will also oppose any proposal from any Person party that the Final Order contain any provision inconsistent with this Agreement or the Plan of ArrangementAgreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, Pubco 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, VeranoParent.

Court Proceedings. Subject Company will provide Newmarket and its legal counsel with a reasonable opportunity to the terms of this Agreement, each of the other Parties will cooperate with review and assist Pubco in seeking the Interim Order and the Final Order, including by providing it with any information reasonably required to be supplied by such Party in connection therewith. Verano will prepare comment upon drafts of the materials all material to be filed with the Court in connection with the Plan of Arrangement (other than any affidavits required from an officer or director of Pubco, which shall be supplied by Pubco). The Transaction Parties will provide legal counsel to Interim Order and the other Parties with reasonable opportunity to review and comment upon the drafts of such materialsFinal Order, and will give reasonable consideration to all such comments. Counsel to Pubco shall file the final forms of such Court materials. Subject to applicable Law, none of the Parties Company will not file any material with the Court in connection with the Business Combination Interim Order and the Final Order, or serve any such material, and no Party will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.7 Agreement, the Plan of Arrangement, or with the Newmarket’s prior written consent, such consent of the Transacting Partiesnot to be unreasonably withheld, conditioned or delayed; provided, thathowever, that nothing herein shall require any Party Newmarket to agree or consent to modifications any increase in Consideration or amendments other modification or amendment to such filed or served materials that expands or increases Newmarket’s obligations set forth in any such filed or served materials or under this Agreement or the Business CombinationPlan of Arrangement. Pubco Company shall also provide to each other Parties’ Newmarket and to Newmarket’s legal counsel on a timely basis copies of any notice of appearance response or other Court documents served on Pubco 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 Pubco 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. Company will, subject to applicable Laws, ensure that all materials filed with the Court in connection with the Interim Order and the Final Order, are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, no Party Company will not object to legal counsel to a Transacting Party Newmarket 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, however, that the other Parties are Company is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Pubco agrees to Company will also oppose any proposal from any Person party that the Final Order contain any provision inconsistent with this Agreement or the Plan of ArrangementAgreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, Pubco 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, VeranoNewmarket.

Court Proceedings. (a) Subject to the terms of this Agreement, each of the other Parties will Terrace shall use reasonable all commercially reasonable efforts to pursue, and Terrace and Purchaser shall cooperate with and assist Pubco each other in seeking pursuing, the Interim Order and the Final Order, including by providing it . Terrace will provide Purchaser and its legal counsel with any information reasonably required a reasonable opportunity to be supplied by such Party in connection therewith. Verano will prepare review and comment upon drafts of the materials all material to be filed with the Court in connection with the Plan of Arrangement (other than any affidavits required from an officer or director of Pubco, which shall be supplied by Pubco). The Transaction Parties will provide legal counsel to Interim Order and the other Parties with reasonable opportunity to review and comment upon the drafts of such materialsFinal Order, and will give incorporate all reasonable consideration to all such comments. Counsel to Pubco shall file the final forms comments of such Court materialsPurchaser and its legal counsel. Subject to applicable Law, none of the Parties Terrace will not file any material with the Court in connection with the Business Combination Interim Order and the Final Order, or serve any such material, and no Party will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.7 Agreement, the Plan of Arrangement, or with the Purchaser’s prior written consent, such consent of the Transacting Partiesnot to be unreasonably withheld, delayed or conditioned; provided, thathowever, that nothing herein shall require any Party Purchaser to agree or consent to modifications any increase in Consideration or amendments other modification or amendment to such filed or served materials that expands or increases Purchaser’s obligations or liabilities set forth in any such filed or served materials or under this Agreement or the Business CombinationPlan of Arrangement. Pubco Terrace shall also provide to each other Parties’ Purchaser and to Purchaser’s legal counsel on a timely basis copies of any notice of appearance or other Court documents served on Pubco Terrace 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 Pubco Terrace 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. Terrace will ensure that all materials filed with the Court in connection with the Interim Order and the Final Order, are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, no Party Xxxxxxx will not object to legal counsel to a Transacting Party 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 acting reasonably, provided, however, that the other Parties are Terrace is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Pubco agrees to Xxxxxxx will also oppose any proposal from any Person party that the Interim Order or the Final Order contain any provision inconsistent with this Agreement or the Plan of ArrangementAgreement, and, if at any time after the issuance of the Final Order and prior to the Effective DateTime, Pubco Terrace 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 only after reasonable advance notice to, and in consultation and cooperation with, VeranoPurchaser. (b) If the Court is closed due to the outbreak of disease, a pandemic or an epidemic or other similar or related health concerns, then the time to make application to the Court or convene and conduct the Terrace Meeting as contemplated in this Article 2 shall be postponed until the fifth Business Day following the re-opening of the Court; provided, however, that in no event shall postponement extend beyond the Outside Date.

Court Proceedings. Subject to the terms of this Agreement, each of the other Parties PTC will cooperate with and assist Pubco MKS in seeking the Interim Order and the Final Order, including by providing it . MKS will provide legal counsel to PTC with any information reasonably required reasonable opportunity to be supplied by such Party in connection therewith. Verano will prepare review and comment upon drafts of the materials all material to be filed with the Court in connection with the Plan of Arrangement (other than any affidavits required from an officer or director of Pubco, which shall be supplied by Pubco). The Transaction Parties will provide legal counsel to the other Parties with reasonable opportunity to review and comment upon the drafts of such materials, and will give reasonable consideration to all such comments. Counsel to Pubco shall file the final forms of such Court materials. Subject to applicable Law, none of the Parties MKS will not file any material with the Court in connection with the Business Combination Arrangement or serve any such material, and no Party will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.7 or with the PTC’s prior written consent, such consent of the Transacting Partiesnot to be unreasonably withheld, conditioned or delayed; provided, that, provided that nothing herein shall require any Party PTC to agree or consent to modifications any increase in Consideration or amendments other modification or amendment to such filed or served materials that expands or increases PTC’s obligations set forth in any such filed or served materials or under this Agreement or the Business CombinationPlan of Arrangement. Pubco MKS shall also provide to each other Parties’ PTC’s legal counsel on a timely basis copies of any notice of appearance or other Court documents served on Pubco MKS 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 Pubco MKS 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. MKS 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, no Party MKS will not object to legal counsel to a Transacting Party PTC 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 other Parties are MKS is advised of the nature of any submissions on a timely basis prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Pubco agrees to MKS will also oppose any proposal from any Person party that the Interim Order or Final Order contain any provision inconsistent with this Agreement or the Plan of Arrangement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, Pubco MKS 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, VeranoPTC.

Court Proceedings. Subject to the terms of this Agreement, each of the other Parties will Mitel shall cooperate with and assist Pubco Aastra in seeking the Interim Order and the Final Order, including by providing it with to Aastra, on a timely basis, any information reasonably required to be supplied by such Party Mitel in connection therewith. Verano will prepare Aastra shall provide Mitel’s legal counsel with reasonable opportunity to review and comment upon drafts of the materials all material to be filed with the Court in connection with the Plan of Arrangement (other than any affidavits required from an officer or director of Pubco, which shall be supplied by Pubco). The Transaction Parties will provide legal counsel to the other Parties with reasonable opportunity to review and comment upon the drafts of such materialsArrangement, and will give reasonable consideration to all such comments. Counsel to Pubco shall file the final forms of such Court materials. Subject to applicable Law, none of the Parties will Aastra shall not file any material with the Court in connection with the Business Combination Arrangement or serve any such material, and no Party will shall not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.7 2.10 or with the Mitel’s prior written consent, such consent of the Transacting Partiesnot to be unreasonably withheld, conditioned or delayed; provided, that, provided that nothing herein shall require any Party Mitel to agree or consent to modifications any increase in or amendments variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases Mitel’s obligations set forth in any such filed or served materials or under this Agreement or the Business CombinationArrangement. Pubco Aastra shall also provide to each other Parties’ Mitel’s legal counsel on a timely basis basis, copies of any notice of appearance or other Court documents served on Pubco Aastra 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 Pubco Aastra 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. Aastra 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, no Party will Aastra shall not object to legal counsel to a Transacting Party Mitel 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 other Parties are Aastra is advised of the nature of any submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. Pubco agrees to Aastra shall also oppose any proposal from any Person party that the Final Order contain any provision inconsistent with this Agreement or the Plan of ArrangementAgreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, Pubco Aastra 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, VeranoMitel.

Court Proceedings. Subject In connection with all Court proceedings relating to the terms of this Agreement, each of the other Parties will cooperate with and assist Pubco in seeking obtaining the Interim Order and the Final Order, including by providing it GVIC will diligently pursue, and cooperate with any information reasonably required Glacier in diligently pursuing the Interim Order and the Final Order and GVIC will provide Glacier and its Representatives with reasonable opportunity to be supplied by such Party in connection therewith. Verano will prepare review and comment upon drafts of the materials all material to be filed with the Court in connection with the Plan of Arrangement (other than including by providing, on a timely basis and prior to the service and filing of such material, a description of any affidavits information required from an officer or director of Pubco, which shall to be supplied by Pubco)Glacier for inclusion in such material) and GVIC will accept the reasonable comments of Glacier and its Representatives on such material. The Transaction Parties All information relating solely to GVIC’s reliance on the Section 3(a)(10) Exemption and the effect thereof included in any filings with the Court shall be in form and content satisfactory to Glacier, acting reasonably. GVIC will provide legal counsel to the other Parties with reasonable opportunity to review and comment upon the drafts of such materials, and will give reasonable consideration to ensure that all such comments. Counsel to Pubco shall file the final forms of such Court materials. Subject to applicable Law, none of the Parties will file any material filed with the Court in connection with the Business Combination or serve any such material, and no Party will agree to modify or amend materials so filed or served, except as contemplated by this Section 2.7 or Arrangement is consistent in all material respects with the prior written consent terms of this Agreement and the Transacting Parties; provided, that, nothing herein shall require any Party to agree to modifications or amendments to the Business Combination. Pubco shall also provide to each other Parties’ legal counsel on a timely basis copies Plan of any notice of appearance or other Court documents served on Pubco 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 Pubco indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final OrderArrangement. In addition, no Party GVIC will not object to legal counsel to a Transacting Party Glacier’s applicable Representative 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, provided however, that the other Parties are advised Glacier advises GVIC of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Pubco agrees to oppose GVIC will also provide Glacier’s applicable Representative on a timely basis with copies of any proposal from any Person that notice, evidence or other documents served on GVIC 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 Applicable Laws, 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 Glacier 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 Glacier’s obligations, or materially diminishes or limits Glacier’s rights in respect of the transactions contemplated by this Agreement Agreement, set forth in any such filed or the Plan of Arrangement, and, if served materials or under this Agreement. If at any time after the issuance of the Final Order and prior to the Effective Date, Pubco GVIC is required by the terms of the Final Order or by Applicable 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, Veranoto Glacier.

Court Proceedings. Subject to the terms of this Agreement, each of the other Parties Maple will cooperate with and assist Pubco TMX Group in seeking the Subsequent Arrangement Interim Order and the Subsequent Arrangement Final Order, including by providing it with to TMX Group, on a timely basis, any information reasonably required to be supplied by such Party Maple in connection therewith. Verano TMX Group will prepare provide Maple’s outside counsel, as specified in Section 9.1(a), with a reasonable opportunity to review and comment upon drafts of the materials all material to be filed with the Court in connection with the Plan of Arrangement (other than any affidavits required from an officer or director of Pubco, which shall be supplied by Pubco). The Transaction Parties will provide legal counsel to the other Parties with reasonable opportunity to review and comment upon the drafts of such materialsSubsequent Arrangement, and will give reasonable consideration to all such comments. Counsel to Pubco shall file the final forms of such Court materials. Subject to applicable Law, none of the Parties TMX Group will not file any material with the Court in connection with the Business Combination Subsequent Arrangement or serve any such material, and no Party will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.7 3.6 or with the Maple’s prior written consent, such consent of the Transacting Partiesnot to be unreasonably withheld, conditioned or delayed; provided, that, provided that nothing herein shall require any Party Maple to agree or consent to modifications any increase in or amendments variation in the form of the Subsequent Arrangement Consideration or other modification or amendment to such filed or served materials that expands or increases Maple’s obligations set forth in any such filed or served materials or under this Agreement or the Business CombinationSubsequent Arrangement. Pubco TMX Group shall also provide to each other Parties’ legal counsel Maple’s outside counsel, as specified in Section 9.1(a) and on a timely basis basis, copies of any notice of appearance or other Court documents served on Pubco TMX Group in respect of the application for the Subsequent Arrangement Interim Order or the Subsequent Arrangement Final Order or any appeal therefrom and of any notice, whether written or oral, received by Pubco TMX Group indicating any intention to oppose the granting of the Subsequent Arrangement Interim Order or the Subsequent Arrangement Final Order or to appeal the Subsequent Arrangement Interim Order or the Subsequent Arrangement Final Order. TMX Group will ensure that all materials filed with the Court in connection with the Subsequent Arrangement are consistent in all material respects with the terms of this Agreement, the Maple Offer Documents and the Subsequent Plan of Arrangement. In addition, no Party TMX Group will not object to legal counsel to a Transacting Party Maple making such submissions on the hearing of the motion for the Subsequent Arrangement Interim Order and the application for the Subsequent Arrangement Final Order as such counsel considers appropriate, provided that the other Parties are TMX Group is advised of the nature of any submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement Agreement, the Maple Offer Documents and the Subsequent Plan of Arrangement. Pubco agrees to TMX Group will also oppose any proposal from any Person party that the Subsequent Arrangement Final Order contain any provision inconsistent with this Agreement or the Plan of ArrangementMaple Offer Documents, and, if at any time after the issuance of the Subsequent Arrangement Final Order and prior to the Subsequent Arrangement Effective Date, Pubco TMX Group is required by the terms of the Subsequent Arrangement Final Order or by Law to return to Court with respect to the Subsequent Arrangement Final Order, it shall do so after notice to, and in consultation and cooperation with, VeranoMaple.

Court Proceedings. Subject In connection with all Court proceedings relating to the terms of this Agreement, each of the other Parties will cooperate with and assist Pubco in seeking obtaining the Interim Order and the Final Order, including by providing it the Company will diligently pursue, and cooperate with any information reasonably required Parent in diligently pursuing, the Interim Order and the Final Order. The Company will provide Parent and its legal counsel with a reasonable opportunity to be supplied by such Party in connection therewith. Verano will prepare review and comment upon drafts of the all materials to be filed with the Court in connection with the Plan of Arrangement (other than any affidavits required from an officer or director of Pubco, which shall be supplied by Pubco). The Transaction Parties will provide legal counsel prior to the other Parties with reasonable opportunity to review service and comment upon the drafts filing of such materials, materials and will shall give reasonable and due consideration to all such commentscomments (provided that all information relating to the Parent Parties and their respective Affiliates included in such materials shall be in form and content satisfactory to Parent, acting reasonably). Counsel to Pubco shall file The Company will ensure that all materials filed with the final forms Court in connection with the Arrangement are consistent in all material respects with the terms of such Court materialsthis Agreement and the Plan of Arrangement. Subject to applicable LawLaws, none of the Parties Company will not file any material with the Court in connection with the Business Combination Arrangement or serve any such material, and no Party will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.7 or with the Parent’s prior written consent, such consent of the Transacting Partiesnot to be unreasonably withheld, delayed or conditioned; provided, thathowever, that nothing herein shall require any Party Parent to agree or consent to modifications any increase in the consideration offered or amendments change to the Business Combinationform 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 Mergers or the Arrangement. Pubco shall In addition, the Company will not object to Parent or its legal counsel making such submissions on the hearing of the application for the Interim Order and the application for the Final Order as Parent or its legal counsel considers reasonably appropriate. The Company will also provide to each other Parties’ Parent and its legal counsel counsel, on a timely basis basis, with copies of any notice of appearance and evidence or other Court documents served on Pubco 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 written or oralnot in writing, received by Pubco 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. In addition, no Party The Company will object to legal counsel to a Transacting Party 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 other Parties are advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Pubco agrees to also oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement or the Plan of Arrangement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, Pubco is required by the terms of the Final Order or by Law to return to Court consult with Parent with respect to the Final Orderdefense or settlement of any Company Shareholder or derivative proceeding and shall not settle in respect of any such proceeding without Parent’s prior written consent, it shall do so after notice tosuch consent not to be unreasonably withheld, and in consultation and cooperation with, Veranoconditioned or delayed.

Court Proceedings. Subject to the terms of this Agreement, each of the other Parties Xxxxxx will cooperate with and assist Pubco the Company in seeking the Interim Order and the Final Order, including by providing it with the Company on a timely basis any information reasonably required to be supplied by such Party Hudbay in connection therewith. Verano The Company will prepare provide Hudbay and its legal counsel with reasonable opportunity to review and comment upon drafts of the materials all material to be filed with the Court in connection with the Plan Arrangement, including by providing on a timely basis a description of Arrangement (other than any affidavits information required from an officer or director of Pubco, which shall to be supplied by Pubco). The Transaction Parties will provide legal counsel Hudbay for inclusion in such material, prior to the other Parties with reasonable opportunity to review service and comment upon the drafts filing of such materialsthat material, and will give reasonable consideration to all such comments. Counsel to Pubco shall file the final forms of such Court materials. Subject to applicable Law, none of the Parties Company will not file any material with the Court in connection with the Business Combination Arrangement or serve any such material, and no Party will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.7 or with the Xxxxxx's prior written consent, such consent of the Transacting Partiesnot to be unreasonably withheld, conditioned or delayed; provided, that, provided that nothing herein shall require any Party Hudbay to agree or consent to modifications any increase in Consideration or amendments other modification or amendment to such filed or served materials that expands or increases Hudbay's obligations set forth in any such filed or served materials or under this Agreement or the Business CombinationArrangement. Pubco The Company shall also provide to each other Parties’ legal Xxxxxx's outside counsel on a timely basis copies of any notice of appearance or other Court documents served on Pubco 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 Pubco 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 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, no Party the Company will not object to Xxxxxx's legal counsel to a Transacting Party 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 other Parties are Company is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Pubco agrees to The Company will also oppose any proposal from any Person party that the Final Order contain any provision inconsistent with this Agreement or the Plan of ArrangementAgreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, Pubco 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, VeranoHudbay.

Court Proceedings. Subject to the terms of this Agreement, each of the other Parties Fortuna will cooperate with and assist Pubco Goldrock in seeking the Interim Order and the Final Order, including by providing it with Goldrock on a timely basis any information reasonably required to be supplied by such Party Fortuna in connection therewith. Verano Goldrock will prepare provide legal counsel to Fortuna with reasonable opportunity to review and comment upon drafts of the materials all material to be filed with the Court in connection with the Plan of Arrangement (other than any affidavits required from an officer or director of Pubco, which shall be supplied by Pubco). The Transaction Parties will provide legal counsel to the other Parties with reasonable opportunity to review and comment upon the drafts of such materialsArrangement, and will give reasonable consideration to all such comments. Counsel to Pubco shall file the final forms of such Court materials. Subject to applicable Law, none of the Parties Goldrock will not file any material with the Court in connection with the Business Combination Arrangement or serve any such material, and no Party will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.7 or with the Fortuna's prior written consent, such consent of the Transacting Partiesnot to be unreasonably withheld, conditioned or delayed; provided, thathowever, that nothing herein shall require any Party Fortuna to agree or consent to modifications any increase in the Consideration Shares to be issued under the Plan of Arrangement or amendments other modification or amendment to such filed or served materials that expands or increases Fortuna's obligations set forth in any such filed or served materials or under this Agreement or the Business CombinationArrangement. Pubco Goldrock shall also provide to each other Parties’ Fortuna's legal counsel on a timely basis copies of any notice of appearance or other Court documents served on Pubco Goldrock 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 Pubco Goldrock 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. Goldrock 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, no Party Goldrock will not object to legal counsel to a Transacting Party Fortuna 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, however, that the other Parties are Goldrock is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Pubco agrees to Goldrock will also oppose any proposal from any Person party that the Final Order contain any provision inconsistent with this Agreement or the Plan of ArrangementAgreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, Pubco Goldrock 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, VeranoFortuna.

Court Proceedings. 51294286.4 Subject to the terms of this Agreement, each of the other Parties Kinross will cooperate with with, assist and assist Pubco in consent to Great Bear seeking the Interim Order and the Final Order, including by providing it with Great Bear on a timely basis any information reasonably required to be supplied by such Party Kinross in connection therewith. Verano Great Bear will prepare provide legal counsel to Kinross with reasonable opportunity to review and comment upon drafts of the materials all material to be filed with the Court in connection with the Plan of Arrangement (other than any affidavits required from an officer or director of Pubco, which shall be supplied by Pubco). The Transaction Parties will provide legal counsel to the other Parties with reasonable opportunity to review and comment upon the drafts of such materialsArrangement, and will give reasonable consideration to all such comments. Counsel to Pubco shall file the final forms of such Court materials. Subject to applicable Law, none of the Parties Great Bear will file any material with the Court in connection with the Business Combination or serve any such material, and no Party will agree to modify or amend materials so filed or served, except as contemplated by this Section 2.7 or with the prior written consent of the Transacting Parties; provided, that, nothing herein shall require any Party to agree to modifications or amendments to the Business Combination. Pubco shall also provide to each other Parties’ legal counsel to Kinross on a timely basis with copies of any notice of appearance or notice of intent to oppose and any evidence or other Court documents served on Pubco Great Bear or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom therefrom. Great Bear 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, Great Bear will not file any noticematerial with the Court in connection with the Arrangement or serve any such material, whether and will not agree to modify or amend materials so filed or served, except with Xxxxxxx’s prior written consent, such consent not to be unreasonably withheld, conditioned or oraldelayed; provided that nothing herein shall require Kinross 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 Kinross’s obligations, received by Pubco indicating or diminishes or limits Kinross’ rights, set forth in any intention to oppose the granting of the Interim Order such filed or served materials or under this Agreement or the Final Order or to appeal the Interim Order or the Final OrderArrangement. In addition, no Party Great Bear will not object to legal counsel to a Transacting Party Xxxxxxx 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 other Parties are Great Bear is advised of the nature of any submissions with reasonably sufficient time prior to the such hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Pubco agrees to Great Bear will also oppose any appearance, proposal or motion from any Person that party 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 or the Plan of Arrangement, and, if . If at any time after the issuance of the Final Order and prior to the Effective Date, Pubco Great Bear 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, Veranowith Kinross.

Court Proceedings. Subject SMART shall provide AcquisitionCo and its legal counsel with a reasonable opportunity to the terms of this Agreement, each of the other Parties will cooperate with review and assist Pubco in seeking the Interim Order and the Final Order, including by providing it with any information reasonably required to be supplied by such Party in connection therewith. Verano will prepare comment upon drafts of the materials Interim Order, the Final Order and all other material to be filed with the Court in connection with the Plan Arrangement, including by providing on a timely basis a description of Arrangement (other than any affidavits information required from an officer or director of Pubco, which shall to be supplied by Pubco). The Transaction the Purchaser Parties will provide for inclusion in such material, prior to the service and filing of that material, and shall accept the reasonable comments of AcquisitionCo and its legal counsel with respect to any such information required to be supplied by the Purchaser Parties and included in such material and any other Parties with reasonable opportunity to review and comment upon the drafts of such materials, and will give reasonable consideration to matters contained therein. SMART shall ensure that all such comments. Counsel to Pubco shall file the final forms of such Court materials. Subject to applicable Law, none of the Parties will file any material filed with the Court in connection with the Business Combination or serve any such material, and no Party will agree to modify or amend materials so filed or served, except as contemplated by this Section 2.7 or Arrangement is consistent in all material respects with the prior written consent terms of this Agreement and the Transacting Parties; provided, that, nothing herein shall require any Party to agree to modifications or amendments to the Business Combination. Pubco shall also provide to each other Parties’ legal counsel on a timely basis copies Plan of any notice of appearance or other Court documents served on Pubco 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 Pubco indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final OrderArrangement. In addition, no Party will SMART shall not object to legal counsel to a Transacting Party AcquisitionCo 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 other Parties are advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Pubco agrees to oppose any proposal from any Person Arrangement and provided further that the Final Order contain any provision inconsistent with this Agreement or the Plan of Arrangement, and, if at any time after the issuance SMART and its legal counsel are advised of the Final Order and nature of any such submissions prior to the Effective Date, Pubco is required by hearing. SMART shall also provide legal counsel to AcquisitionCo on a timely basis with copies of any notice and evidence served on SMART or its legal counsel in respect of 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 the Final Order. Subject to applicable Laws, it SMART shall do so after notice not file any material 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 hereby or with AcquisitionCo’s prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein shall require AcquisitionCo to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases AcquisitionCo’s obligations set forth in consultation and cooperation with, Veranoany such filed or served materials or under this Agreement.

Court Proceedings. Subject to the terms of this Agreement, each of the other Parties Gold Royalty will cooperate with with, assist and assist Pubco in consent to Exx seeking the Interim Order and the Final Order, including by providing it with Exx on a timely basis any information reasonably required to be supplied by such Party Gold Royalty as required by Law or reasonably requested by Exx in connection therewith. Verano will prepare Exx shall provide Gold Royalty and its legal counsel with reasonable opportunity to review and comment upon drafts of the materials all material to be filed with the Court in connection with the Plan of Arrangement (other than any affidavits required from an officer or director of Pubco, which shall be supplied by Pubco). The Transaction Parties will provide legal counsel to the other Parties with reasonable opportunity to review and comment upon the drafts of such materialsArrangement, and will give reasonable consideration to all such comments. Counsel to Pubco shall file the final forms of such Court materials. Subject to applicable Law, none of the Parties Exx will file any material with the Court in connection with the Business Combination or serve any such material, and no Party will agree to modify or amend materials so filed or served, except as contemplated by this Section 2.7 or with the prior written consent of the Transacting Parties; provided, that, nothing herein shall require any Party to agree to modifications or amendments to the Business Combination. Pubco shall also provide to each other Parties’ Gold Royalty and its legal counsel counsel, on a timely basis basis, with copies of any notice of appearance or other Court documents notice of intent to oppose and any evidence served on Pubco Exx or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom therefrom. Subject to applicable Law, Exx will not file any material with the Court in connection with the Arrangement or serve any such material, and of will not agree to modify or amend materials so filed or served, except with Gold Royalty’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that nothing herein shall require Gold Royalty to agree or consent to any notice, whether written increase in Consideration or oral, received by Pubco indicating other modification or amendment to such filed or served materials that expands or increases Gold Royalty’s obligations set forth in any intention to oppose the granting of the Interim Order such filed or the Final Order served materials or to appeal the Interim Order or the Final Orderunder this Agreement. In addition, no Party Exx will not object to legal counsel to a Transacting Party Gold Royalty 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 other Parties are Exx is advised of the nature of any submissions prior to the such hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Pubco agrees to Exx will also oppose any appearance, proposal or motion from any Person that third party 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 or the Plan of Arrangement, and, if . If at any time after the issuance of the Final Order and prior to the Effective Date, Pubco Exx 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, VeranoGold Royalty.

Court Proceedings. Subject to the terms of this Agreement, each of the other Parties Hecla will cooperate with with, assist and assist Pubco in consent to Alexco seeking the Interim Order and the Final Order, including by providing it with Alexco on a timely basis any information reasonably required to be supplied by such Party Hecla in connection therewith. Verano Alexco will prepare provide legal counsel to Hecla with reasonable opportunity to review and comment upon drafts of the materials all material to be filed with the Court in connection with the Plan of Arrangement (other than any affidavits required from an officer or director of Pubco, which shall be supplied by Pubco). The Transaction Parties will provide legal counsel to the other Parties with reasonable opportunity to review and comment upon the drafts of such materialsArrangement, and will give reasonable consideration to all such comments. Counsel to Pubco shall file the final forms of such Court materials. Subject to applicable Law, none of the Parties Alexco will file any material with the Court in connection with the Business Combination or serve any such material, and no Party will agree to modify or amend materials so filed or served, except as contemplated by this Section 2.7 or with the prior written consent of the Transacting Parties; provided, that, nothing herein shall require any Party to agree to modifications or amendments to the Business Combination. Pubco shall also provide to each other Parties’ legal counsel to Hecla on a timely basis with copies of any notice of appearance or notice of intent to oppose and any evidence or other Court documents served on Pubco Alexco or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom therefrom. Alexco 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, Alexco will not file any noticematerial with the Court in connection with the Arrangement or serve any such material, whether and will not agree to modify or amend materials so filed or served, except with Hecla’s prior written consent, such consent not to be unreasonably withheld, conditioned or oraldelayed; provided that nothing herein shall require Hecla 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 Hecla’s obligations, received by Pubco indicating or diminishes or limits Hecla’ rights, set forth in any intention to oppose the granting of the Interim Order such filed or served materials or under this Agreement or the Final Order or to appeal the Interim Order or the Final OrderArrangement. In addition, no Party Alexco will not object to legal counsel to a Transacting Party Hecla 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 other Parties are Alexco is advised of the nature of any submissions with reasonably sufficient time prior to the such hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Pubco agrees to Alexco will also oppose any appearance, proposal or motion from any Person that party 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 or the Plan of Arrangement, and, if . If at any time after the issuance of the Final Order and prior to the Effective Date, Pubco Alexco 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, Veranowith Hecla.

Court Proceedings. Subject to the terms of this Agreement, each of the other Parties will Correvio shall use reasonable best efforts to pursue, and Correvio and Purchaser shall cooperate with and assist Pubco each other in seeking pursuing, the Interim Order and the Final Order, including by providing it . Correvio will provide Purchaser and its legal counsel with any information reasonably required a reasonable opportunity to be supplied by such Party in connection therewith. Verano will prepare review and comment upon drafts of the materials all material to be filed with the Court in connection with the Plan of Arrangement (other than any affidavits required from an officer or director of Pubco, which shall be supplied by Pubco). The Transaction Parties will provide legal counsel to Interim Order and the other Parties with reasonable opportunity to review and comment upon the drafts of such materialsFinal Order, and will give incorporate all reasonable consideration to all such comments. Counsel to Pubco shall file the final forms comments of such Court materialsPurchaser and its legal counsel. Subject to applicable Law, none of the Parties Correvio will not file any material with the Court in connection with the Business Combination Interim Order and the Final Order, or serve any such material, and no Party will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.7 Agreement, the Plan of Arrangement, or with the Purchaser’s prior written consent, such consent of the Transacting Partiesnot to be unreasonably withheld, conditioned or delayed; provided, thathowever, that nothing herein shall require any Party Purchaser to agree or consent to modifications any increase in Consideration or amendments other modification or amendment to such filed or served materials that expands or increases Purchaser’s obligations or liabilities set forth in any such filed or served materials or under this Agreement or the Business CombinationPlan of Arrangement. Pubco Correvio shall also provide to each other Parties’ Purchaser and to Purchaser’s legal counsel on a timely basis copies of any notice of appearance or other Court documents served on Pubco Correvio 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 Pubco Correvio 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. Correvio will ensure that all materials filed with the Court in connection with the Interim Order and the Final Order, are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, no Party Correvio will not object to legal counsel to a Transacting Party 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, however, that the other Parties are Correvio is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Pubco agrees to Correvio will also oppose any proposal from any Person party that the Interim Order or the Final Order contain any provision inconsistent with this Agreement or the Plan of ArrangementAgreement, and, if at any time after the issuance of the Final Order and prior to the Effective DateTime, Pubco Correvio 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 only after reasonable advance notice to, and in consultation and cooperation with, VeranoPurchaser. If the Courts in British Columbia are closed due to disease outbreaks, pandemics or epidemics or other related conditions, then the time to make application to the Court or convene and conduct the Correvio Meeting in Section 2.2(b), 2.3, 2.4 and 2.6 shall be tolled for such period as the Courts are closed plus three Business Days; provided that in no event shall such tolling and three Business Day period extend beyond the Outside Date.

Court Proceedings. Subject The Company will provide the Purchaser and its counsel with a reasonable opportunity to the terms of this Agreement, each of the other Parties will cooperate with review and assist Pubco in seeking the Interim Order and the Final Order, including by providing it with any information reasonably required to be supplied by such Party in connection therewith. Verano will prepare comment upon drafts of the all materials to be filed with the Court in connection with the Plan of Arrangement (other than any affidavits required from an officer or director of Pubco, which shall be supplied by Pubco). The Transaction Parties will provide legal counsel prior to the other Parties with reasonable opportunity to review service and comment upon the drafts filing of such materials, materials and will give reasonable consideration to all such comments. Counsel to Pubco shall file The Company will ensure that all materials filed with the final forms Court in connection with the Arrangement are consistent in all material respects with the terms of such Court materialsthis Agreement and the Plan of Arrangement. Subject to applicable Law, none of the Parties Company will not file any material with the Court in connection with the Business Combination Arrangement or serve any such material, and no Party will 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 of the Transacting Parties; not to be unreasonably withheld, conditioned or delayed, provided, thathowever, that nothing herein shall require any Party the Purchaser to agree or consent to modifications any increase or amendments 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 will not object to legal counsel to the Business CombinationPurchaser making reasonable 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 prior to the hearing and such submissions are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Pubco shall The Company will also provide to each other Parties’ legal counsel the Purchaser on a timely basis with copies of any notice of appearance and evidence or other Court documents served on Pubco 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 written or oralnot in writing, received by Pubco 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. In additionthe event that any materials are filed opposing the grant of the Final Order, no Party will object to legal counsel to a Transacting Party making such submissions on the Company will, at the request of the Purchaser, adjourn the hearing of the motion for Final Order in accordance with the provisions of the Interim Order or, if no such provision is made in the Interim Order or the parties otherwise agree, as determined by the parties and the application for the Final Order as such counsel considers appropriate, provided that the other Parties are advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Pubco agrees to oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement or the Plan of Arrangement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, Pubco 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, VeranoCourt.

Court Proceedings. Subject to the terms of this Agreement, each of the other Parties will Xxxxxxxx shall use reasonable best efforts to pursue, and Correvio and Purchaser shall cooperate with and assist Pubco each other in seeking pursuing, the Interim Order and the Final Order, including by providing it . Correvio will provide Purchaser and its legal counsel with any information reasonably required a reasonable opportunity to be supplied by such Party in connection therewith. Verano will prepare review and comment upon drafts of the materials all material to be filed with the Court in connection with the Plan of Arrangement (other than any affidavits required from an officer or director of Pubco, which shall be supplied by Pubco). The Transaction Parties will provide legal counsel to Interim Order and the other Parties with reasonable opportunity to review and comment upon the drafts of such materialsFinal Order, and will give incorporate all reasonable consideration to all such comments. Counsel to Pubco shall file the final forms comments of such Court materialsPurchaser and its legal counsel. Subject to applicable Law, none of the Parties Correvio will not file any material with the Court in connection with the Business Combination Interim Order and the Final Order, or serve any such material, and no Party will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.7 Agreement, the Plan of Arrangement, or with the Purchaser’s prior written consent, such consent of the Transacting Partiesnot to be unreasonably withheld, conditioned or delayed; provided, thathowever, that nothing herein shall require any Party Purchaser to agree or consent to modifications any increase in Consideration or amendments other modification or amendment to such filed or served materials that expands or increases Purchaser’s obligations or liabilities set forth in any such filed or served materials or under this Agreement or the Business CombinationPlan of Arrangement. Pubco Xxxxxxxx shall also provide to each other Parties’ Purchaser and to Purchaser’s legal counsel on a timely basis copies of any notice of appearance or other Court documents served on Pubco Correvio 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 Pubco Xxxxxxxx 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. Xxxxxxxx will ensure that all materials filed with the Court in connection with the Interim Order and the Final Order, are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, no Party Xxxxxxxx will not object to legal counsel to a Transacting Party 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, however, that the other Parties are Xxxxxxxx is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Pubco agrees to Xxxxxxxx will also oppose any proposal from any Person party that the Interim Order or the Final Order contain any provision inconsistent with this Agreement or the Plan of ArrangementAgreement, and, if at any time after the issuance of the Final Order and prior to the Effective DateTime, Pubco Correvio 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 only after reasonable advance notice to, and in consultation and cooperation with, VeranoPurchaser. If the Courts in British Columbia are closed due to disease outbreaks, pandemics or epidemics or other related conditions, then the time to make application to the Court or convene and conduct the Correvio Meeting in Section 2.2(b), 2.3, 2.4 and 2.6 shall be tolled for such period as the Courts are closed plus three Business Days; provided that in no event shall such tolling and three Business Day period extend beyond the Outside Date.