Common use of Implementation Steps Clause in Contracts

Implementation Steps. (a) FSD Pharma covenants and agrees that, subject to the terms of this Agreement, it will promptly: (i) apply to the Court pursuant to section 182 of the OBCA and prepare, file, and diligently pursue an application for an Interim Order; (ii) proceed with such application and diligently pursue obtaining the Interim Order, including submission to the Court of the materials that would be submitted to FSD Pharma Securityholders, FSD Pharma Optionholders and FSD Pharma Non-Distribution Warrants, including without limitation the Circular, in connection with the Meeting; (iii) lawfully convene and hold the Meeting in accordance with the Interim Order, FSD Pharma's articles and applicable Laws, as soon as reasonably practicable after the Interim Order is issued, for the purpose of, among other things, having the FSD Pharma Securityholders consider the Arrangement Resolution; (iv) take all other actions that are reasonably necessary or desirable to obtain the approval of the Arrangement; (v) subject to obtaining such approvals as are required by the Interim Order, as soon as reasonably practicable after the Meeting, make an application to the Court for the Final Order; (vi) proceed with such application and diligently pursue obtaining the Final Order; and (vii) subject to: (i) obtaining the Final Order; and (ii) the satisfaction or waiver (subject to applicable Laws) of each of the conditions set forth in Article 5 (excluding conditions that by their terms cannot be satisfied until the Effective Date, but subject to the satisfaction, or when permitted, waiver of those conditions as of the Effective Date), as soon as reasonably practicable thereafter, take all steps necessary or desirable to give effect to the Arrangement. (b) Celly Nu covenants and agrees that, subject to the terms of this Agreement, it shall promptly: (i) cooperate and assist FSD Pharma in seeking the Interim Order and the Final Order; and (ii) subject to: (i) obtaining the Final Order; and (ii) the satisfaction or waiver (subject to applicable Laws) of each of the conditions set forth in Article 5 (excluding conditions that by their terms cannot be satisfied until the Effective Date, but subject to the satisfaction, or when permitted, waiver of those conditions as of the Effective Date), as soon as reasonably practicable thereafter, take all steps and actions necessary or desirable to give effect to the Arrangement.

Implementation Steps. (a) FSD Pharma LVL covenants and agrees that, subject to the terms of this Agreement, it will promptly: (i) apply to make an application for a hearing before the Court pursuant to section 182 Section 291 of the OBCA and prepareBCBCA, file, and diligently pursue an application for an seeking the Interim Order; (ii) proceed with such application and diligently pursue obtaining the Interim Order, including submission to the Court of the materials that would be submitted to FSD Pharma Securityholders, FSD Pharma Optionholders and FSD Pharma Non-Distribution Warrants, including without limitation the Circular, in connection with the Meeting; (iii) as the sole holder of each of the LVL Subsidiaries, approve the Arrangement by consent resolutions of each LVL Subsidiary; (iv) lawfully convene and hold the Meeting in accordance with the Interim Order, FSD Pharma's LVL’s notice of articles and articles and applicable Laws, as soon as reasonably practicable after the Interim Order is issued, for the purpose of, among other things, of having the FSD Pharma Securityholders LVL Shareholders consider the Arrangement Resolution; (ivv) take all other actions that are reasonably necessary or desirable to obtain the approval of the ArrangementArrangement by the LVL Shareholders; (vvi) subject to obtaining such approvals as are required by the Interim Order, as soon as reasonably practicable after the Meeting, make an application to the Court pursuant to Section 291 of the BCBCA for the Final Order; (vivii) proceed with such application and diligently pursue obtaining the Final Order; and (viiviii) subject to: (i) obtaining the Final Order; and (ii) the satisfaction or waiver (subject to applicable Laws) of each of the conditions set forth in Article 5 (excluding conditions that by their terms cannot be satisfied until the Effective Date, but subject to the satisfaction, or when permitted, waiver of those conditions as of the Effective Date), as soon as reasonably practicable thereafter, take all steps necessary or desirable to give effect to the Arrangement, including filing the Arrangement Filings with the Registrar by such times and in such order as is necessary to effect the Plan of Arrangement in accordance with its terms. (b) Celly Nu covenants The LVL Subsidiaries covenant and agrees agree that, subject to the terms of this Agreement, it shall will promptly: (i) cooperate and assist FSD Pharma LVL in seeking the Interim Order and the Final Order; and (ii) subject to: (i) obtaining the Final Order; and (ii) the satisfaction or waiver (subject to applicable Laws) of each of the conditions set forth in Article 5 of this Agreement (excluding conditions that by their terms cannot be satisfied until the Effective Date, but subject to the satisfaction, or when permitted, waiver of those conditions as of the Effective Date), as soon as reasonably practicable thereafter, take all steps and actions necessary or desirable to give effect to the Arrangement.

Implementation Steps. (a) FSD Pharma covenants As soon as reasonably practicable, and in any event within 30 days following the date of execution of this Agreement, the Parties agree to finalize the terms of: (i) the Plan of Arrangement, it being understood that the Plan of Arrangement shall include the terms set out in Schedule “A”, except that Magna agrees to include such other terms in the Plan of Arrangement as Holdco may reasonably request provided that such other terms shall not reasonably be expected to adversely affect any member of the Magna Group; and (ii) such indemnity obligation as the Magna may reasonably request from Holdco and the Trust for breach of the representations and warranties contained in Section 3.2(g) and liability for Taxes arising from any steps requested by Holdco to be included in the Plan of Arrangement (with regard to the final terms of the Plan of Arrangement), on terms to be mutually satisfactory to the Parties, acting reasonably. (b) As soon as reasonably practicable, and in any event within 30 days following the date of execution of this Agreement, Magna and Holdco shall prepare, settle and finalize the form of each of the E-Car Limited Partnership Agreement and E-Car Purchase Agreement, it being understood that, without the unanimous consent of the Parties: (i) the E-Car Limited Partnership Agreement shall not include any material terms other than those terms set out in Schedule “C” and terms reasonably ancillary thereto as required to give full effect to the provisions, purpose and intent of the terms set out in such Schedule; (ii) the E-Car Purchase Agreement shall reflect the terms set out in Schedule “C” and terms reasonably ancillary thereto as required to give full effect to the provisions, purpose and intent of the terms set out in such Schedule; and (iii) in preparing, settling and finalizing the E-Car Limited Partnership Agreement and E-Car Purchase Agreement, neither Magna nor Holdco shall seek to introduce any terms that are inconsistent with the terms set out in Schedule “C” or that, in the case of the E-Car Limited Partnership Agreement, would create any significant rights or impose any significant obligations not contemplated by such Schedule. (c) As soon as reasonably practicable following the completion of the matters referred to in Section 2.2(a) and Section 2.2(b) and the finalization of the forms of the Amended Consulting Agreements by the applicable Stronach Parties and Magna, and subject to the terms and conditions of this Agreement, it will promptlyMagna shall take the following actions: (i) apply to for the Court pursuant to section 182 of the OBCA and prepare, file, and diligently pursue an application for an Interim OrderOrder in accordance with Section 2.4; (ii) proceed with such application convene and diligently pursue obtaining hold the Interim OrderMagna Meeting for the purpose of considering and, including submission to if deemed advisable, approving the Court of the materials that would be submitted to FSD Pharma Securityholders, FSD Pharma Optionholders and FSD Pharma Non-Distribution Warrants, including without limitation the Circular, in connection with the MeetingArrangement Resolution; (iii) lawfully convene and hold the Meeting use commercially reasonable efforts to solicit proxies in accordance with the Interim Order, FSD Pharma's articles and applicable Laws, as soon as reasonably practicable after the Interim Order is issued, for the purpose of, among other things, having the FSD Pharma Securityholders consider respect of the Arrangement Resolution; (iv) take all other actions that are reasonably necessary or desirable to obtain the approval of the Arrangement; (v) subject to obtaining such the approvals as are required by the Interim Order, as soon as reasonably practicable after use commercially reasonable efforts to pursue the Meeting, make an application to the Court for the Final Order; (vi) proceed with such application and diligently pursue obtaining the Final Order; and (viiv) subject to: (i) to obtaining the Final Order; Order and (ii) the satisfaction or waiver (subject to applicable Laws) of each of the other conditions set forth herein contained, on the date contemplated in Article 5 (excluding conditions that by their terms cannot be satisfied until the Effective DateSection 2.7, but subject send to the satisfaction, or when permitted, waiver Director the Articles of those conditions as Arrangement for endorsement thereon of the Effective Date), Certificate of Arrangement and such other documents as soon as reasonably practicable thereafter, take all steps necessary or desirable may be required to give effect to the Arrangement. (b) Celly Nu covenants and agrees that, subject to the terms of this Agreement, it shall promptly: (i) cooperate and assist FSD Pharma in seeking the Interim Order and the Final Order; and (ii) subject to: (i) obtaining the Final Order; and (ii) the satisfaction or waiver (subject to applicable Laws) of each of the conditions set forth in Article 5 (excluding conditions that by their terms cannot be satisfied until the Effective Date, but subject to the satisfaction, or when permitted, waiver of those conditions as of the Effective Date), as soon as reasonably practicable thereafter, take all steps and actions necessary or desirable to give effect to the Arrangement.

Implementation Steps. (a) FSD Pharma covenants As soon as reasonably practicable and agrees that, subject to the terms and conditions of this Agreement, the Parties agree to finalize the terms of the Plan of Arrangement, including the Exchange Agreement. (b) As soon as reasonably practicable and in any event within 30 days following the date of execution of this Agreement, the Newco Parties shall prepare, settle and finalize, and provide to Magna, the form of each of the Newco Shareholders Agreement and the Principals Agreement, it will promptlybeing understood that: (i) the Newco Shareholders Agreement and the Principals Agreement shall not include any material terms other than (A) those terms set out in Schedules "B" and "D", respectively, and (B) terms reasonably ancillary thereto as required to give full effect to the provisions and intent of such Schedules; (ii) in preparing, settling and finalizing the Newco Shareholders Agreement and the Principals Agreement, neither Magna nor any Newco Party shall seek to introduce any terms that are inconsistent with the terms set out in Schedules "B" and "D", respectively, or that would create any significant rights or impose any significant obligations not contemplated by such Schedules; and (iii) the terms of such finalized forms of agreement, once provided to Magna, may not thereafter be varied without the prior written consent of the Newco Parties and Magna prior to their execution. (c) As soon as reasonably practicable following the completion of the matters referred to in Sections 2.2(a) and (b), and subject to the terms and conditions of this Agreement, Magna shall take the following actions: (i) apply to for the Court pursuant to section 182 of the OBCA and prepare, file, and diligently pursue an application for an Interim OrderOrder in accordance with Section 2.4; (ii) proceed with such application convene and diligently pursue obtaining hold the Interim OrderMagna Meeting for the purpose of considering and, including submission to if deemed advisable, approving the Court of the materials that would be submitted to FSD Pharma Securityholders, FSD Pharma Optionholders and FSD Pharma Non-Distribution Warrants, including without limitation the Circular, in connection with the MeetingArrangement Resolution; (iii) lawfully convene subject to compliance by the directors and hold the Meeting officers of Magna with their fiduciary duties, use commercially reasonable efforts to solicit proxies in accordance with the Interim Order, FSD Pharma's articles and applicable Laws, as soon as reasonably practicable after the Interim Order is issued, for the purpose of, among other things, having the FSD Pharma Securityholders consider respect of the Arrangement Resolution; (iv) take all other actions that are reasonably necessary or desirable to obtain the approval of the Arrangement; (v) subject to obtaining such the approvals as are required by the Interim Order, as soon as reasonably practicable after use commercially reasonable efforts to pursue the Meeting, make an application to the Court for the Final Order; (vi) proceed with such application and diligently pursue obtaining the Final Order; and (viiv) subject to: (i) to obtaining the Final Order; Order and (ii) the satisfaction or waiver (subject to applicable Laws) of each of the other conditions set forth herein contained, on the date contemplated in Article 5 (excluding conditions that by their terms cannot be satisfied until the Effective DateSection 7.1, but subject send to the satisfaction, or when permitted, waiver Director the Articles of those conditions as Arrangement for endorsement thereon of the Effective Date), Certificate of Arrangement and such other documents as soon as reasonably practicable thereafter, take all steps necessary or desirable may be required to give effect to the Arrangement. (b) Celly Nu covenants and agrees that, subject to the terms of this Agreement, it shall promptly: (i) cooperate and assist FSD Pharma in seeking the Interim Order and the Final Order; and (ii) subject to: (i) obtaining the Final Order; and (ii) the satisfaction or waiver (subject to applicable Laws) of each of the conditions set forth in Article 5 (excluding conditions that by their terms cannot be satisfied until the Effective Date, but subject to the satisfaction, or when permitted, waiver of those conditions as of the Effective Date), as soon as reasonably practicable thereafter, take all steps and actions necessary or desirable to give effect to the Arrangement.

Implementation Steps. The Company covenants in favor of -------------------- Parent that it shall do the following, and Parent covenants in favor of the Company that it shall cooperate with the Company in performing such covenants: (a) FSD Pharma covenants and agrees that, subject to the terms of this Agreement, it will promptly: (i) apply to the Court pursuant to section 182 of the OBCA and prepare, file, and diligently pursue an application for an Interim Order; (ii) proceed with such application and diligently pursue obtaining the Interim Order, including submission to the Court of the materials that would be submitted to FSD Pharma Securityholders, FSD Pharma Optionholders and FSD Pharma Non-Distribution Warrants, including without limitation the Circular, in connection with the Meeting; (iii) lawfully convene and hold the Meeting in accordance with the Interim Order, FSD Pharma's articles and applicable Laws, as soon as reasonably practicable after the date hereof, apply to the Court in a manner acceptable to Parent, acting reasonably, under section 182(5) of the OBCA for the Interim Order, and thereafter proceed with and diligently pursue the obtaining of the Interim Order is issuedand in connection therewith, for the purpose ofCompany shall mail to each shareholder of record of the Company and file as required by the Interim Order and applicable Laws the Circular (defined in Section 3.1(d)(i)) which shall provide, among other things, having notice to each such shareholder of the FSD Pharma Securityholders consider hearing to be held by the Court to approve the fairness of the Arrangement Resolution(the "Hearing"); the Company agrees not to take any action which would constitute an impediment to the appearance of such shareholders at the Hearing; the Company shall notify the Court prior to the Hearing that, if the Court approves the Arrangement, the shares of Parent Common Stock to be issued in accordance with the terms of this Agreement (the "Parent Common Shares") will not require registration under the Securities Act by virtue of the Court's approval pursuant to Section 3(a)(10) of the Securities Act; (ivb) take all as soon as reasonably practicable after the date hereof, convene and hold the Company Meeting for the purpose of considering the Special Resolution (and for any other actions that are reasonably necessary or desirable to obtain proper purpose as may be set out in the approval of the Arrangementnotice for such meeting); (vc) except as required for quorum purposes, not adjourn (except as required by applicable law or by valid shareholder action), postpone or cancel (or propose for adjournment, postponement or cancellation) the Company Meeting, without Parent's prior written consent; provided, however, that Parent's consent shall not be required for any adjournment of the Company Meeting if: (i) the Company accepts, approves, recommends, or enters into a Superior Proposal in accordance with the provisions of Section 4.2 of this Agreement, and (ii) the Company is adjourning the meeting for a period of not greater than 45 days to facilitate the consideration of the Superior Proposal by the holders of Company Common Shares at such meeting and, in connection therewith, the Company's amendment of the notice of meeting and the Company's and/or any other person's preparation and circulation of required proxy solicitation or other notices or materials prescribed by applicable laws; (d) subject to obtaining such approvals as are required by the enactment of the Special Resolution and subject to complying with any other relevant provisions of the Interim Order, as soon as reasonably practicable after the Company Meeting, make an application apply to the Court under section 182(5) of the OBCA for the Final Order approving the Arrangement, and thereafter proceed with and diligently pursue the obtaining of the Final Order; (vie) proceed with such application and diligently pursue subject to obtaining the Final Order; and (vii) subject to: (i) obtaining the Final Order; and (ii) the satisfaction or waiver (subject to applicable Laws) of each of the conditions set forth in Article 5 (excluding conditions that by their terms cannot be satisfied until the Effective Date, but subject to the satisfaction, or when permitted, waiver of those conditions as of the Effective Date), as soon as reasonably practicable thereafter, take all steps necessary and subject to the satisfaction or desirable waiver of the other conditions contained in this Agreement in favor of each party, send to the Director, for endorsement and filing by the Director, the Articles of Arrangement and such other documents as may be required in connection therewith under section 183 of the OBCA to give effect to the Arrangement.; (bf) Celly Nu covenants instruct counsel acting for the Company to bring the applications referred to in Sections 1.1(a) and agrees that, subject 1.1(d) in cooperation with counsel to the terms of this Agreement, it shall promptly: (i) cooperate and assist FSD Pharma in seeking the Interim Order and the Final OrderParent; and (iig) subject to: permit Parent and its counsel to review and comment upon drafts of all material (iexcluding any fairness opinion prepared by National Bank Financial Inc.) obtaining to be filed by the Company with the Court in connection with the Arrangement prior to the service and filing of that material and give reasonable consideration to such comments and all information regarding the Arrangement and Parent; the Company shall also provide counsel to Parent on a timely basis with copies of any notice of appearance and evidence served on the Company or its counsel in respect of the application for the Final Order or any appeal therefrom and of any notice (written or oral) received by the Company indicating any intention to appeal the Final Order; and (ii) the satisfaction or waiver (subject to applicable Laws) of each of the conditions set forth in Article 5 (excluding conditions that by their terms cannot be satisfied until the Effective Date, but subject to the satisfaction, or when permitted, waiver of those conditions as of the Effective Date), as soon as reasonably practicable thereafter, take all steps and actions necessary or desirable to give effect to the Arrangement.

Implementation Steps. The Vendor shall as soon as reasonably practicable: (a) FSD Pharma covenants apply in a manner acceptable to the Purchasers, acting reasonably, under Section 182 of the OBCA for the Interim Order, and agrees thereafter proceed with and diligently pursue the obtaining of the Interim Order so that, among other things, the transfer of the Closing Shares, any 0000 Xxxx-Xxx Shares and any 2006 Earn-Out Shares to Vendor and the transfer of such shares by Vendor to the holders of Amalco securities pursuant to the Plan of Arrangement shall be exempt from registration under Section 3(a)(10) of the U.S. Securities Act of 1933, as amended; (b) convene and hold the Special Meeting for the purpose of considering the Arrangement Resolution and for any other purpose as may be set out in the notice for such meeting and approved by the Purchasers, acting reasonably; (c) not adjourn, postpone or cancel (or propose for adjournment, postponement or cancellation), or fail to call the Special Meeting without the Purchasers' prior written consent except as required by applicable law; (d) use reasonable commercial efforts in compliance with all applicable laws to solicit proxies in favour of the approval of the Arrangement Resolution; (e) use reasonable commercial efforts to take all other action that is necessary or desirable to secure the requisite approval of the Arrangement Resolution; (f) subject to the terms of this Agreement, it will promptly: (i) apply to the Court pursuant to section 182 of the OBCA Agreement and prepare, file, and diligently pursue an application for an Interim Order; (ii) proceed with such application and diligently pursue obtaining the Interim Order, including submission to the Court of the materials that would be submitted to FSD Pharma Securityholders, FSD Pharma Optionholders and FSD Pharma Non-Distribution Warrants, including without limitation the Circular, in connection with the Meeting; (iii) lawfully convene and hold the Meeting in accordance with the Interim Order, FSD Pharma's articles and applicable Laws, as soon as reasonably practicable after the Interim Order is issued, for the purpose of, among other things, having the FSD Pharma Securityholders consider the Arrangement Resolution; (iv) take all other actions that are reasonably necessary or desirable to obtain the approval of the Arrangement; (v) subject to obtaining such approvals as are required by the Interim Order, as soon as reasonably practicable after proceed with and diligently pursue the Meeting, make an application to the Court for the Final Order; (vi) proceed with such application and diligently pursue obtaining the Final Order; and (viig) subject to: (i) to the terms of this Agreement and obtaining the Final Order; Order and (ii) the satisfaction or waiver (subject to applicable Laws) of the other conditions herein contained in favour of each of the conditions set forth in Article 5 (excluding conditions that by their terms cannot be satisfied until the Effective Dateparty, but subject send to the satisfactionDirector, or when permittedfor endorsement and filing by the Director, waiver the Articles of those conditions Arrangement and such other documents as of may be required in connection therewith under the Effective Date), as soon as reasonably practicable thereafter, take all steps necessary or desirable OBCA to give effect to the Arrangement. (b) Celly Nu covenants and agrees that, subject to the terms of this Agreement, it shall promptly: (i) cooperate and assist FSD Pharma in seeking the Interim Order and the Final Order; and (ii) subject to: (i) obtaining the Final Order; and (ii) the satisfaction or waiver (subject to applicable Laws) of each of the conditions set forth in Article 5 (excluding conditions that by their terms cannot be satisfied until the Effective Date, but subject to the satisfaction, or when permitted, waiver of those conditions as of the Effective Date), as soon as reasonably practicable thereafter, take all steps and actions necessary or desirable to give effect to the Arrangement.

Implementation Steps. (a) FSD Pharma High Fusion covenants and agrees that, subject to the terms of this Agreement, it will promptly: (i) apply to the Court pursuant to section 182 of the OBCA and prepare, file, and diligently pursue make an application for an a hearing before the Court seeking the Interim OrderOrder addressing the matters set forth below; (ii) proceed with such application and diligently pursue obtaining the Interim Order, including submission to the Court of the materials that would be submitted to FSD Pharma Securityholders, FSD Pharma Optionholders and FSD Pharma Non-Distribution WarrantsHigh Fusion Shareholders, including without limitation the Circular, in connection with the Meeting; (iii) lawfully convene and hold the Meeting in accordance with the Interim Order, FSD PharmaHigh Fusion's articles and applicable Laws, as soon as reasonably practicable after the Interim Order is issued, for the purpose of, among other things, having the FSD Pharma Securityholders High Fusion Shareholders consider the Arrangement Resolution; (iv) take all other actions that are reasonably necessary or desirable to obtain the approval of the Arrangement, Name Change and the Continuance by the High Fusion Shareholders; (v) subject to obtaining such approvals as are required by the Interim Order, as soon as reasonably practicable after the Meeting, make an application to the Court for the Final Order; (vi) proceed with such application and diligently pursue obtaining the Final Order; and (vii) subject to: (i) obtaining the Final Order; and (ii) the satisfaction or waiver (subject to applicable Laws) of each of the conditions set forth in Article 5 (excluding conditions that by their terms cannot be satisfied until the Effective Date, but subject to the satisfaction, or when permitted, waiver of those conditions as of the Effective Date), as soon as reasonably practicable thereafter, take all steps necessary or desirable to give effect to the Name Change, the Continuance and the Arrangement. (b) Celly Nu Neural covenants and agrees that, subject to the terms of this Agreement, it shall promptly: (i) cooperate and assist FSD Pharma High Fusion in seeking the Interim Order and the Final Order; and (ii) subject to: (i) obtaining the Final Order; and (ii) the satisfaction or waiver (subject to applicable Laws) of each of the conditions set forth in Article 5 (excluding conditions that by their terms cannot be satisfied until the Effective Date, but subject to the satisfaction, or when permitted, waiver of those conditions as of the Effective Date), as soon as reasonably practicable thereafter, take all steps and actions necessary or desirable to give effect to the Arrangement.

Implementation Steps. (a) FSD Pharma Anacott covenants and agrees that, subject to the terms of this Agreement, it will promptly: (i) apply to make an application for a hearing before the Court pursuant to section 182 Section 291 of the OBCA and prepareBCBCA, file, and diligently pursue an application for an seeking the Interim Order; (ii) proceed with such application and diligently pursue obtaining the Interim Order, including submission to the Court of the materials that would be submitted to FSD Pharma Securityholders, FSD Pharma Optionholders and FSD Pharma Non-Distribution Warrants, including without limitation the Circular, in connection with the Meeting; (iii) as the sole holder of the Akeley Units, Buckingham Common Shares, Chackmore Units, Lillingstone Common Shares, Silverstone Common Shares, 258 Common Shares and Xxxxx Common Shares, approve the Arrangement by consent resolutions of each Anacott Subsidiary; (iv) use its commercially reasonable efforts to obtain the unanimous approval the holders of the Anacott Warrants of the Arrangement by consent resolution; (v) lawfully convene and hold the Meeting in accordance with the Interim Order, FSD Pharma's Anacott’s notice of articles and articles and applicable Laws, as soon as reasonably practicable after the Interim Order is issued, for the purpose of, among other things, of having the FSD Pharma Securityholders Anacott Shareholders consider the Arrangement Resolution; (ivvi) take all other actions that are reasonably necessary or desirable to obtain the approval of the ArrangementArrangement by the Anacott Shareholders and the holders of the Anacott Warrants; (vvii) subject to obtaining such approvals as are required by the Interim Order, as soon as reasonably practicable after the Meeting, make an application to the Court pursuant to Section 291 of the BCBCA for the Final Order; (viviii) proceed with such application and diligently pursue obtaining the Final Order; and (viiix) subject to: (i) obtaining the Final Order; and (ii) the satisfaction or waiver (subject to applicable Laws) of each of the conditions set forth in Article 5 (excluding conditions that by their terms cannot be satisfied until the Effective Date, but subject to the satisfaction, or when permitted, waiver of those conditions as of the Effective Date), as soon as reasonably practicable thereafter, take all steps necessary or desirable to give effect to the Arrangement, including filing the Arrangement Filings with the Registrar by such times and in such order as is necessary to effect the Plan of Arrangement in accordance with its terms. (b) Celly Nu covenants The Anacott Subsidiaries covenant and agrees agree that, subject to the terms of this Agreement, it each shall promptly: (i) cooperate and assist FSD Pharma Anacott in seeking the Interim Order and the Final Order; and (ii) subject to: (i) obtaining the Final Order; and (ii) the satisfaction or waiver (subject to applicable Laws) of each of the conditions set forth in Article 5 (excluding conditions that by their terms cannot be satisfied until the Effective Date, but subject to the satisfaction, or when permitted, waiver of those conditions as of the Effective Date), as soon as reasonably practicable thereafter, take all steps and actions necessary or desirable to give effect to the Arrangement.

Implementation Steps. (a) FSD Pharma The Company covenants and agrees thatin favour of Parent that the Company shall, subject to the terms of this Agreement, it will promptly: (ia) apply to the Court pursuant to section 182 of the OBCA and prepare, file, and diligently pursue an application for an Interim Order; (ii) proceed with such application and diligently pursue obtaining the Interim Order, including submission to the Court of the materials that would be submitted to FSD Pharma Securityholders, FSD Pharma Optionholders and FSD Pharma Non-Distribution Warrants, including without limitation the Circular, in connection with the Meeting; (iii) lawfully convene and hold the Meeting in accordance with the Interim Order, FSD Pharma's articles and applicable Laws, as soon as reasonably practicable after the date of execution of this Agreement and in any event not later than 60 days after the date hereof (or such date to be agreed between the parties in writing) apply, in a manner reasonably acceptable to Parent to the Court pursuant to Section 291 of the BCBCA for an Interim Order is issued, for the purpose ofproviding for, among other things, having the FSD Pharma Securityholders consider calling and holding of the Company Meeting for the purpose of considering and, if deemed advisable, approving the Arrangement ResolutionResolutions; (ivb) take all other actions that are reasonably necessary or desirable to obtain the approval of the Arrangement; (v) subject to obtaining such approvals as are required by in accordance with the Interim Order, as soon as reasonably practicable after practicable, convene and hold the Company Meeting or obtain the Written Consent for the purposes of approving the Arrangement Resolutions; (c) if the Arrangement Resolutions are to be approved at the Company Meeting, make an use commercially reasonable efforts to solicit from the Company Shareholders proxies in favor of the approval of the Arrangement Resolutions, in a manner consistent with past practice; (d) in addition to the approval of the Arrangement Resolutions, use all reasonable commercial efforts to obtain such other approvals, if any, as are required by the Interim Order and proceed with and diligently pursue the application to the Court for the Final Order;; and (vie) proceed with such application and diligently pursue subject to obtaining the Final Order; and (vii) subject to: (i) obtaining , file a certified copy of the Final Order; , Articles of Arrangement and (ii) such other documentation as may be required for acceptance and endorsement by the satisfaction or waiver (subject to applicable Laws) of each of the conditions set forth in Article 5 (excluding conditions that by their terms cannot be satisfied until the Effective Date, but subject to the satisfaction, or when permitted, waiver of those conditions as of the Effective Date), as soon as reasonably practicable thereafter, take all steps necessary or desirable Registrar to give effect to the ArrangementArrangement pursuant to Section 292 of the BCBCA. (bf) Celly Nu covenants Notwithstanding anything to the contrary contained in this Section 6.1, at any time prior to Parent obtaining the Required Parent Stockholder Vote, if the Company receives an Acquisition Proposal which the board of directors of the Company concludes in good faith constitutes a Superior Proposal after giving effect to all of the adjustments which may be offered by the Parent pursuant to clause (C) below, the board of directors of the Company may terminate this Agreement to enter into a definitive agreement with respect to such Superior Proposal if the board of directors of the Company determines in good faith, after consultation with outside legal counsel, that failure to take such action would be inconsistent with its fiduciary duties under applicable Legal Requirements (assuming for purposes of this Section 6.1(f) that the DGCL and agrees thatrelevant case law are also applicable Legal Requirements with respect to determining a board of directors’ duties to its stockholders); provided that the Company shall not terminate this Agreement pursuant to the foregoing clause, and any purported termination pursuant to the foregoing clause shall be void and of no force or effect, unless concurrently with such termination the Company pays the termination fee payable pursuant to Section 9.3(c); and provided further, that the board of directors of the Company may not terminate this Agreement pursuant to the foregoing clause unless: (A) the Company shall have provided prior written notice to Parent, at least five Business Days in advance (the “Company Notice Period”), of its intention to terminate this Agreement to enter into a definitive agreement with respect to such Superior Proposal, which notice shall specify the material terms and conditions of any such Superior Proposal (including the identity of the party making such Superior Proposal), if applicable, and shall have contemporaneously provided a copy of the most current form or draft of any written agreement providing for the Acquisition Transaction contemplated by such Superior Proposal and other material documents; (B) Parent does not make, during the Company Notice Period, a binding, unconditional written offer (including the complete form of definitive acquisition agreement executed on behalf of Parent and all exhibits and other attachments thereto, subject to acceptance by the Company by countersignature on behalf of the Company, and subject to no other conditions whatsoever) that the board of directors of the Company determines in good faith, after consultation with a financial advisor (who shall be a nationally recognized investment banking firm) is at least as favorable from a financial point of view to the shareholders of the Company as such Superior Proposal; and (C) prior to terminating this Agreement to enter into a definitive agreement with respect to such Superior Proposal, the Company shall, and shall cause its financial and legal advisors to, during the Company Notice Period, negotiate with Parent in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement, it shall promptly: Agreement as would permit the board of directors of the Company to conclude that such Acquisition Proposal has ceased to constitute a Superior Proposal. In the event of a change to (i) cooperate and assist FSD Pharma in seeking the Interim Order and aggregate consideration to be provided as part of the Final Order; and Superior Proposal or (ii) subject to: (i) obtaining the Final Order; and (ii) the satisfaction or waiver (subject to applicable Laws) of each other material financial terms of the conditions Superior Proposal, the Company shall be required to deliver a new written notice to Parent and to comply with the requirements of this Section 6.1(f) with respect to such new written notice, except that the Company Notice Period shall be reduced to two Business Days. (g) The Company agrees that any violations of the restrictions set forth in Article 5 (excluding conditions that this Section 6.1 by their terms cannot any of its Subsidiaries or Representatives shall be satisfied until deemed to be a breach of this Section 6.5 by the Effective Date, but subject to the satisfaction, or when permitted, waiver of those conditions as of the Effective Date), as soon as reasonably practicable thereafter, take all steps and actions necessary or desirable to give effect to the ArrangementCompany.