Common use of Given by the Issuer Clause in Contracts

Given by the Issuer. the Issuer covenants and agrees with Numberco and the Numberco Securityholders that the Issuer will: (a) permit representatives of Numberco and the Numberco Securityholders reasonable access during normal business hours to the Issuer’s Documents including, without limitation, all of the assets, contracts, financial records and minute books of the Issuer, so as to permit such investigation of the Issuer as Numberco and the Numberco Securityholders deem reasonably necessary; (b) take all corporate action necessary to approve and to permit the issuance of the Issuer Consideration Securities on Closing; (c) from and including the Effective Date through to and including the Time of Closing, preserve and protect the goodwill, assets and undertaking of the Issuer, carry on the Business of the Issuer in the ordinary course in a reasonable and prudent manner consistent with past practice; (d) use its commercially reasonable efforts to obtain, in a timely manner, any approvals for the transactions contemplated hereunder; (e) from and including the Effective Date through to and including the Time of Closing, not issue any securities and not enter into any agreement or understanding with any third party to issue any securities, without the prior written consent of Numberco; (f) from and including the Effective Date through to and including the Time of Closing, not directly or indirectly, solicit, initiate, assist, facilitate, promote or knowingly encourage the initiation of proposals or offers from, entertain or enter into negotiations with, any Person (other than Numberco and the Numberco Securityholders), with respect to any amalgamation, merger, consolidation, arrangement, restructuring, sale of any material assets or part thereof of it; (g) comply with the terms hereof and faithfully and expeditiously seek to satisfy the conditions precedent set out in Sections 6.1 and 6.3 and to close the Transaction and related transactions by the Closing Date; (h) use its commercially reasonable efforts to conduct its affairs so that the representations and warranties of the Issuer contained herein shall be true and correct in all material respects on and as of the Closing Date as if made on the Closing Date, except to the extent that such representations and warranties require modification to give effect to the transactions contemplated herein; (i) use its commercially reasonable efforts to obtain all consents, approvals, Permits, authorizations or filings as may be required under applicable corporate laws, securities laws and the constating documents of the Issuer for the performance by the Issuer of its obligations under this Agreement prior to the Closing; (j) notify Numberco immediately upon becoming aware that any of the representations or warranties of it contained herein are no longer true and correct in any material respect; and (k) from and including the Effective Date through to and including the Time of Closing, ensure that the Issuer complies in all material respects with the foregoing covenants of this Agreement.

Given by the Issuer. the Issuer covenants and agrees with Numberco XxxxXx and the Numberco PrivCo Securityholders that the Issuer will: (a) permit representatives of Numberco PrivCo and the Numberco PrivCo Securityholders reasonable access during normal business hours to the Issuer’s Documents including, without limitation, all of the assets, contracts, financial records and minute books of the Issuer, so as to permit such investigation of the Issuer as Numberco PrivCo and the Numberco PrivCo Securityholders deem reasonably necessary; (b) take all corporate action necessary to approve and to permit the issuance of the Issuer Consideration Securities on Closing; (c) from and including the Effective Date through to and including the Time of Closing, preserve and protect the goodwill, assets and undertaking of the Issuer, carry on the Business of the Issuer in the ordinary course in a reasonable and prudent manner consistent with past practice; (d) use its commercially reasonable efforts to obtain, in a timely manner, any approvals the Regulatory Approval for the transactions contemplated hereunder, (e) use its commercially reasonable efforts to obtain conditional approval, subject to compliance with the usual requirements of the CSE, for the listing of the Resulting Issuer Shares on the CSE on or before the Closing; (ef) use its commercially reasonable efforts to effect the delisting of the Issuer Shares from the TSXV on or before the Closing; (g) use its commercially reasonably efforts to effect the Name Change on or before Closing; (h) from and including the Effective Date through to and including the Time of Closing, not issue any securities and not enter into any agreement or understanding with any third party to issue any securities, other than pursuant to the FundCo Agreement, without the prior written consent of NumbercoPrivCo, not to be unreasonably withheld; (fi) from and including the Effective Date through to and including the Time of Closing, not directly or indirectly, solicit, initiate, assist, facilitate, promote or knowingly encourage the initiation of proposals or offers from, entertain or enter into negotiations with, any Person (other than Numberco FundCo, the securityholders of FundCo, PrivCo and the Numberco PrivCo Securityholders), with respect to any amalgamation, merger, consolidation, arrangement, restructuring, sale of any material assets or part thereof of it; (gj) comply with the terms hereof and faithfully and expeditiously seek to satisfy the conditions precedent set out in Sections 6.1 and 6.3 and to close the Transaction and related transactions by the Closing Date; (hk) use its commercially reasonable efforts to conduct its affairs so that the representations and warranties of the Issuer contained herein shall be true and correct in all material respects on and as of the Closing Date as if made on the Closing Date, except to the extent that such representations and warranties require modification to give effect to the transactions contemplated herein; (il) use its commercially reasonable efforts from and including the Effective Date through to and including the Time of Closing, ensure that the Issuer remains in good standing under Applicable Law; (m) obtain all consents, approvals, Permits, authorizations or filings as may be required under applicable corporate laws, securities laws laws, the rules and policies of the TSXV and/or CSE and the constating documents of the Issuer for the performance by the Issuer of its obligations under this Agreement prior to the Closing; (jn) notify Numberco PrivCo immediately upon becoming aware that any of the representations or warranties of it contained herein are no longer true and correct in any material respect; and (ko) from and including the Effective Date through to and including the Time of Closing, ensure that the Issuer complies in all material respects with the foregoing covenants of this Agreement.

Given by the Issuer. the Issuer covenants and agrees with Numberco UXD and the Numberco Securityholders UXD Shareholders that the Issuer will: (a) permit representatives of Numberco UXD and the Numberco Securityholders UXD Shareholders reasonable access during normal business hours to the Issuer’s Documents documents including, without limitation, all of the assets, contracts, financial records and minute books of the Issuer, so as to permit such investigation of the Issuer as Numberco UXD and the Numberco Securityholders UXD Shareholders deem reasonably necessary; (b) take all corporate action necessary to approve and to permit the issuance of the Issuer Consideration Securities Shares on Closing; (c) from and including the Effective Date through to and including the Time of Closing, preserve and protect the goodwill, assets and undertaking of the Issuer, carry on the Business of the Issuer in the ordinary course in a reasonable and prudent manner consistent with past practice; (d) use its commercially reasonable efforts to obtaincomplete, in a timely manner, any approvals the Regulatory Filings for the transactions contemplated hereunder; (e) from and including the Effective Date through to and including the Time of Closing, not issue any securities and not enter into any agreement or understanding with any third party to issue any securities, without the prior written consent of Numberco; (f) from and including the Effective Date through to and including the Time of Closing, not directly or indirectly, solicit, initiate, assist, facilitate, promote or knowingly encourage the initiation of proposals or offers from, entertain or enter into negotiations with, any Person (other than Numberco UXD and the Numberco SecurityholdersUXD Shareholders), with respect to any amalgamation, merger, consolidation, arrangement, restructuring, sale of any material assets or part thereof of it; (gf) comply with the terms hereof and faithfully and expeditiously seek to satisfy the conditions precedent set out in Sections 6.1 and 6.3 and to close the Transaction and related transactions by the Closing Date; (hg) use its commercially reasonable efforts to conduct its affairs so that the representations and warranties of the Issuer contained herein shall be true and correct in all material respects on and as of the Closing Date as if made on the Closing Date, except to the extent that such representations and warranties require modification to give effect to the transactions contemplated herein; (h) from and including the Effective Date through to and including the Time of Closing, to use its best efforts to ensure that the Issuer Shares remain listed on the Exchange and that it remains in good standing under Applicable Law; (i) use its commercially reasonable efforts to obtain all consents, approvals, Permits, authorizations or filings as may be required under applicable corporate laws, securities laws laws, the rules and policies of the Exchange and the constating documents of the Issuer for the performance by the Issuer of its obligations under this Agreement prior to the Closing; (j) notify Numberco UXD immediately upon becoming aware that any of the representations or warranties of it contained herein are no longer true and correct in any material respect; and (k) from and including the Effective Date through to and including the Time of Closing, ensure that the Issuer complies in all material respects with the foregoing covenants of this Agreement.

Given by the Issuer. the Issuer covenants and agrees with Numberco Xxxxxxxx and the Numberco Isracann Securityholders that the Issuer will: (a) permit representatives of Numberco Isracann and the Numberco Isracann Securityholders reasonable access during normal business hours to the Issuer’s Documents including, without limitation, all of the assets, contracts, financial records and minute books of the Issuer, so as to permit such investigation of the Issuer as Numberco Isracann and the Numberco Isracann Securityholders deem reasonably necessary; (b) take all corporate action necessary to approve and to permit the issuance of the Issuer Consideration Securities on Closing; (c) from and including the Effective Date through to and including the Time of Closing, preserve and protect the goodwill, assets and undertaking of the Issuer, carry on the Business of the Issuer in the ordinary course in a reasonable and prudent manner consistent with past practice; (d) use its commercially reasonable efforts to obtain, in a timely manner, any approvals the Regulatory Approval for the transactions contemplated hereunder; (e) use its commercially reasonable efforts to complete the Financing such that the closing of the Financing will occur prior to the Closing and Consolidation; (f) take all necessary corporate action to approve and will complete the Issuer Name Change and Consolidation prior to or concurrently with Closing; (g) use its commercially reasonable efforts to obtain Exchange approval of the listing of the Resulting Issuer; (h) from and including the Effective Date through to and including the Time of Closing, not issue any securities and not enter into any agreement or understanding with any third party to issue any securities, without the prior written consent of NumbercoXxxxxxxx, other than Issuer Shares issuable on due exercise of Issuer Warrants, Issuer Options in each case outstanding as of the date hereof, or otherwise in connection with the Financing; (fi) from and including the Effective Date through to and including the Time of Closing, not directly or indirectly, solicit, initiate, assist, facilitate, promote or knowingly encourage the initiation of proposals or offers from, entertain or enter into negotiations with, any Person (other than Numberco Xxxxxxxx and the Numberco Isracann Securityholders), with respect to any amalgamation, merger, consolidation, arrangement, restructuring, sale of any material assets or part thereof of it; (gj) comply with the terms hereof and faithfully and expeditiously seek to satisfy the conditions precedent set out in Sections 6.1 7.1 and 6.3 7.3 and to close the Transaction and related transactions by the Closing Date; (hk) use its commercially reasonable efforts to conduct its affairs so that the representations and warranties of the Issuer contained herein shall be true and correct in all material respects on and as of the Closing Date as if made on the Closing Date, except to the extent that such representations and warranties require modification to give effect to the transactions contemplated herein; (il) from and including the Effective Date through to and including the Time of Closing, other than in connection with the transfer of listing from one Exchange to another in connection with Closing, to use its commercially reasonable efforts to ensure that the Issuer Shares remain listed on the CSE and that it remains in good standing under Applicable Law; (m) use its commercially reasonable efforts to obtain all consents, approvals, Permits, authorizations or filings as may be required under applicable corporate laws, securities laws laws, the rules and policies of the Exchange and the constating documents of the Issuer for the performance by the Issuer of its obligations under this Agreement prior to the Closing; (jn) notify Numberco Isracann immediately upon becoming aware that any of the representations or warranties of it contained herein are no longer true and correct in any material respect; and (ko) from and including the Effective Date through to and including the Time of Closing, ensure that the Issuer complies in all material respects with the foregoing covenants of this Agreement.

Given by the Issuer. the Issuer covenants and agrees with Numberco DCU and the Numberco Securityholders DCU Shareholders that the Issuer will: (a) permit representatives of Numberco DCU and the Numberco Securityholders DCU Shareholders reasonable access during normal business hours to the Issuer’s 's Documents including, without limitation, all of the assets, contracts, financial records and minute books of the Issuer, so as to permit such investigation of the Issuer as Numberco DCU and the Numberco Securityholders DCU Shareholders deem reasonably necessary; (b) take all corporate action necessary to approve and to permit the issuance of the Issuer Consideration Securities Shares on Closing, and the Issuer Additional Shares subject to the terms of the Earnout; (c) from and including the Effective Date through to and including the Time of Closing, preserve and protect the goodwill, assets and undertaking of the Issuer, carry on the Business of the Issuer in the ordinary course in a reasonable and prudent manner consistent with past practice; (d) use its commercially reasonable efforts to obtain, in a timely manner, any approvals the Regulatory Approval for the transactions contemplated hereunder; (e) from and including the Effective Date through to and including the Time of Closing, not issue any securities and not enter into any agreement or understanding with any third party to issue any securities, without the prior written consent of Numberco; (f) from and including the Effective Date through to and including the Time of Closing, not directly or indirectly, solicit, initiate, assist, facilitate, promote or knowingly encourage the initiation of proposals or offers from, entertain or enter into negotiations with, any Person (other than Numberco and the Numberco Securityholders), with respect to any amalgamation, merger, consolidation, arrangement, restructuring, sale of any material assets or part thereof of it; (g) comply with the terms hereof and faithfully and expeditiously seek to satisfy the conditions precedent set out in Sections 6.1 and 6.3 and to close the Transaction and related transactions by the Closing Date; (hf) use its commercially reasonable efforts to conduct its affairs so that the representations and warranties of the Issuer contained herein shall be true and correct in all material respects on and as of the Closing Date as if made on the Closing Date, except to the extent that such representations and warranties require modification to give effect to the transactions contemplated herein; (ig) from and including the Effective Date through to and including the Time of Closing, other than in connection with the transfer of listing from one Exchange to another in connection with Closing, to use its commercially reasonable efforts to ensure that the Issuer Shares remain listed on the Exchange and that it remains in good standing under Applicable Law; (h) use its commercially reasonable efforts to obtain all consents, approvals, Permits, authorizations or filings as may be required under applicable corporate laws, securities laws laws, the rules and policies of the Exchange and the constating documents of the Issuer for the performance by the Issuer of its obligations under this Agreement prior to the Closing; (ji) notify Numberco DCU immediately upon becoming aware that any of the representations or warranties of it contained herein are no longer true and correct in any material respect; and (k) from and including the Effective Date through to and including the Time of Closing, ensure that the Issuer complies in all material respects with the foregoing covenants of this Agreement.;

Given by the Issuer. the Issuer covenants and agrees with Numberco and the Numberco Securityholders Target that the Issuer will: (a) permit representatives of Numberco and the Numberco Securityholders Target reasonable access during normal business hours to the Issuer’s Documents including, without limitation, all of the assets, contracts, financial records and minute books of the Issuer, so as to permit such investigation of the Issuer as Numberco and the Numberco Securityholders Target deem reasonably necessary; (b) take all corporate action necessary to approve and to permit the issuance of the Issuer Consideration Securities Shares as fully paid and non-assessable shares on Closing; (c) from and including during the Effective Date through to and including the Time of ClosingInterim Period, preserve and protect the goodwill, assets and undertaking of the Issuer, carry on the Business of the Issuer in the ordinary course in a reasonable and prudent manner consistent with past practice; (d) use its commercially reasonable efforts to obtain, in a timely manner, any approvals the Regulatory Approval, including the approval of the CSE for the transactions contemplated hereunderTransactions; (e) from and including during the Effective Date through to and including the Time of ClosingInterim Period, except as otherwise permitted in this Agreement, not issue (other than on exercise of any currently outstanding options to purchase Issuer Shares or Issuer Share purchase warrants) any securities and not enter into any agreement or understanding with any third party to issue any securities, without the prior written consent of NumbercoTarget, not to be unreasonably withheld; (f) from and including during the Effective Date through to and including the Time of ClosingInterim Period, not directly or indirectly, solicit, initiate, assist, facilitate, promote or knowingly encourage provide any guarantee in respect of the initiation of proposals or offers from, entertain or enter into negotiations with, any Person (other than Numberco and the Numberco Securityholders), with respect to any amalgamation, merger, consolidation, arrangement, restructuring, sale obligations of any material assets or part thereof of itPerson; (g) comply with the terms hereof and faithfully and expeditiously seek to satisfy the conditions precedent set out in Sections 6.1 7.1 and 6.3 7.3 and to close the Transaction and related transactions Transactions by the Closing Date; (h) use its commercially reasonable efforts to conduct its affairs so that the representations and warranties of the Issuer contained herein shall be true and correct in all material respects on and as of the Closing Date as if made on the Closing Date, except to the extent that such representations and warranties require modification to give effect to the transactions contemplated hereinTransactions; (i) during the Interim Period, use its commercially reasonable efforts to ensure that the Issuer Shares remain listed on the CSE and that it remains in good standing under Applicable Law; (j) use its commercially reasonable efforts to obtain all consents, approvals, Permits, authorizations authorizations, or filings as may be required under applicable corporate laws, securities laws laws, the rules and policies of the Exchange and the constating documents of the Issuer for the performance by the Issuer of its obligations under this Agreement prior to the Closing; (jk) notify Numberco Target immediately upon becoming aware that any of the representations or warranties of it contained herein are no longer true and correct in any all material respectrespects; and (kl) from and including during the Effective Date through to and including the Time of ClosingInterim Period, ensure that the Issuer complies in all material respects with the foregoing covenants of this Agreement.

Given by the Issuer. the Issuer covenants and agrees with Numberco Cybeats and the Numberco Securityholders that Cybeats Shareholders that, during the Interim Period as well as, only if applicable and only to the extent reasonably necessary, after the Time of Closing, the Issuer will: (a) permit representatives of Numberco Cybeats and the Numberco Securityholders Cybeats Shareholders reasonable access during normal business hours to the Issuer’s Documents documents including, without limitation, all of the assets, contracts, financial records and minute books of the Issuer, so as to permit such investigation of the Issuer as Numberco Cybeats and the Numberco Securityholders Cybeats Shareholders deem reasonably necessary; (b) take all corporate action necessary to approve and to permit the issuance of the Issuer Consideration Securities Shares on Closing; (c) from and including the Effective Date through to and including the Time of Closing, preserve and protect the goodwill, assets and undertaking of the Issuer, carry on the Business of the Issuer in the ordinary course Ordinary Course in a reasonable and prudent manner consistent with past practice; (d) use its commercially reasonable efforts to obtaincomplete, in a timely manner, any approvals the Regulatory Filings for the transactions contemplated hereunderhereunder and ensure that the Issuer Consideration Shares (including any Issuer Shares issued in connection with the Aggregate Performance Consideration) will be listed for trading on the Exchange upon the due issuance thereof; (e) from and including the Effective Date through to and including the Time of Closing, not issue any securities and not enter into any agreement or understanding with any third party to issue any securities, without the prior written consent of Numberco; (f) from and including the Effective Date through to and including the Time of Closing, not directly or indirectly, solicit, initiate, assist, facilitate, promote or knowingly encourage the initiation of proposals or offers from, entertain or enter into negotiations with, any Person (other than Numberco Cybeats and the Numberco SecurityholdersCybeats Shareholders), with respect to any amalgamation, merger, consolidation, arrangement, restructuring, sale of any material assets or part thereof of it; (gf) comply with the terms hereof and faithfully and expeditiously seek to satisfy the conditions precedent set out in Sections 6.1 and 6.3 and to close the Transaction and related transactions by the Closing Date; (hg) use its commercially reasonable efforts to conduct its affairs so that the representations and warranties of the Issuer contained herein shall be true and correct in all material respects on and as of the Closing Date as if made on the Closing Date, except to the extent that such representations and warranties require modification to give effect to the transactions contemplated herein; (h) to use its best efforts to ensure that the Issuer Shares remain listed on the Exchange and that it remains in good standing under Applicable Law; (i) use its commercially reasonable efforts to obtain all consents, approvals, Permits, authorizations or filings as may be required under applicable corporate laws, securities laws laws, the rules and policies of the Exchange and the constating documents of the Issuer for the performance by the Issuer of its obligations under this Agreement prior to the Closing; (j) notify Numberco Cybeats immediately upon becoming aware that any of the representations or warranties of it contained herein are no longer true and correct in any material respect; and (k) from and including the Effective Date through to and including the Time of Closing, ensure that the Issuer complies in all material respects with the foregoing covenants of this Agreement.