Common use of Interim Order Clause in Contracts

Interim Order. As soon as reasonably practicable following the execution of this Agreement, the Company will apply to the Court pursuant to Section 291 of the BCBCA and prepare, file and diligently pursue an application for the Interim Order, which will provide, among other things: (a) for the calling and holding of the Meeting for the purpose, among other things, of considering the Arrangement Resolution; (b) for the classes of Persons to whom notice is to be provided in respect of the Arrangement and the Meeting and for the manner in which such notice is to be provided; (c) that the requisite approval for the Arrangement Resolution will be: (i) not less than 662⁄3% of the votes cast by the holders of exchangeable shares and holders of class B shares, voting together, present in person or represented by proxy at the Meeting; (ii) not less than 662⁄3% of the votes cast by the holders of exchangeable shares, voting separately as a class, present in person or represented by proxy at the Meeting and (iii) not less than 662⁄3% of the votes cast at the Meeting by holders of class B shares, voting separately as a class; (d) that, in all other respects, the terms, conditions and restrictions of the Company’s articles, including quorum requirements for the holders of exchangeable shares and class B shares, and all other matters, shall apply in respect of the Meeting; (e) for the grant of Dissent Rights as provided in Article 4 of the Plan of Arrangement; (f) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (g) for the confirmation of the record date for the Meeting; (h) that it is the intention of the New Corporation to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of New Exchangeable Shares in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (i) that the Meeting may be adjourned or postponed from time to time by the Company without the need for additional approval of the Court; and (j) for such other matters as the Parties may reasonably require, subject to approval by the Court.

Interim Order. As soon as reasonably practicable following Following the execution of this AgreementAgreement and the completion of the IPO, the Company BHC and B+L will apply make and diligently pursue a joint application to the Court pursuant to Section 291 of the BCBCA and prepare, file and diligently pursue an application for the Interim Order, pursuant to the CBCA and the BCBCA, as applicable, which will provide, among other things: (a) for the calling and holding of the BHC Meeting for the purpose, among other things, purpose of considering the BHC Arrangement Resolution; (b) for the classes class of Persons to whom notice is to be provided in respect of the Arrangement Arrangement, the BHC Meeting and the B+L Meeting and for the manner in which such notice is to be provided; (c) that that: (i) the requisite approval for the BHC Arrangement Resolution will be: (i) be not less than 662⁄3% of the votes cast by the holders of exchangeable shares and holders of class B shares, voting together, BHC Shareholders present in person or represented by proxy at the BHC Meeting; (ii) not less than 662⁄3% of the votes cast by the holders of exchangeable shares, voting separately as a class, present in person or represented by proxy at the Meeting and (iii) not less than 662⁄3% of the votes cast at the Meeting by holders of class B shares, voting separately as a class; (dii) that, in all other respects, the terms, conditions and restrictions of the CompanyBHC’s articlesArticles, including quorum requirements for the holders of exchangeable shares and class B sharesBHC Shareholders, and all other matters, shall apply in respect of the BHC Meeting; (d) that: (i) the requisite approval for the B+L Arrangement Resolution will be not less than 662⁄3% of the votes cast by the B+L Shareholders present in person or represented by proxy at the B+L Meeting; (ii) that, in all other respects, the terms, conditions and restrictions of B+L constating documents, including quorum requirements for the B+L Shareholders, and all other matters, shall apply in respect of the B+L Meeting; (e) for the grant of BHC Dissent Rights to the registered BHC Shareholders and B+L Dissent Rights to the registered B+L Shareholders as provided in Article 4 of the Plan of Arrangement; (f) for the notice requirements with respect to the presentation of the joint application to the Court for the Final Order; (g) for the confirmation of the record date for the Meetingpurposes of determining the BHC Shareholders entitled to receive the Joint Information Circular and vote at the BHC Meeting in accordance with the Interim Order; (h) that it is for the intention confirmation of the New Corporation record date for the purposes of determining the B+L Shareholders entitled to rely upon Section 3(a)(10) of receive the U.S. Securities Act in connection with Joint Information Circular and vote at the offer and sale of New Exchangeable Shares B+L Meeting in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the ArrangementInterim Order; (i) that the BHC Meeting may be adjourned or postponed from time to time by the Company BHC Board in accordance with the terms of this Agreement without the need for additional approval of the Court; and; (j) that the B+L Meeting may be adjourned or postponed from time to time by the B+L Board in accordance with the terms of this Agreement without the need for additional approval of the Court; (k) for such other matters as the Parties may reasonably requireagree in writing, subject each acting reasonably; and (l) that it is the intention of the Parties to approval by rely upon the exemption from the registration requirement of the U.S. Securities Act pursuant to Section 3(a)(10) thereof (the “Section 3(a)(10) Exemption”) with respect to the issuance of the BHC Class A Shares, the BHC Special Shares, the TC Shares, the Amalco 2 Shares and the Specified Exchanged Awards, as the case may be, to be issued pursuant to the Arrangement in accordance with and upon the Court’s approval of the Arrangement.

Interim Order. As soon as reasonably practicable following the execution of this Agreement, the Company Corporation will apply to the Court pursuant to Section 291 182 of the BCBCA OBCA and prepare, file and diligently pursue an application for the Interim Order, which will provide, among other things: (a) for the calling and holding of the Meeting for the purpose, among other things, of considering the Arrangement Resolution, the Corporation Escrowed Stock Plan Share Reserve Increase Resolution, the Manager MSOP Resolution and the Manager Escrowed Stock Plan Resolution; (b) for the classes class of Persons to whom notice is to be provided in respect of the Arrangement and the Meeting and for the manner in which such notice is to be provided; (c) that the requisite approval for the Arrangement Resolution will be: (i) not less than 662⁄3% of the votes cast by the holders of exchangeable shares Corporation Class A Shares and holders of class B sharesCorporation Affected Preference Shares, voting together, present in person or represented by proxy at the Meeting; (ii) not less than 662⁄3% of the votes cast by the holders of exchangeable shares, voting separately as a class, Corporation Class B Shares present in person or represented by proxy at the Meeting Meeting; and (iii) not less than 662⁄3% a majority of the votes cast by the holders of Corporation Class A Shares present in person or represented by proxy at the Meeting Meeting, other than votes cast in respect of Corporation Class A Shares that are beneficially owned by holders of class B shares, voting separately as a classany Interested Corporation Class A Shareholders or over which control or direction is exercised by any Interested Corporation Class A Shareholder; (d) that, in all other respects, the terms, conditions and restrictions of the CompanyCorporation’s articlesarticles and by-laws, including quorum requirements for the holders of exchangeable shares and class B sharesCorporation Shareholders, and all other matters, shall apply in respect of the Meeting; (e) for the grant of Dissent Rights as provided in Article 4 of the Plan of Arrangement; (f) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (gf) for the confirmation of the record date for the Meeting; (h) that it is the intention of the New Corporation to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of New Exchangeable Shares in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (ig) that the Meeting may be adjourned or postponed from time to time by the Company Corporation without the need for additional approval of the Court; and (jh) for such other matters as in seeking the Parties may reasonably requireInterim Order, subject the Corporation shall advise the Court that it is the Corporation’s intention to approval rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the securities of the Manager and the Corporation based on the Court’s approval of the Arrangement.

Interim Order. As soon as reasonably practicable following the execution of this Agreement, the Company will but in any event no later than September 2, 2016, Whistler shall apply to the Court in a manner acceptable to Vail, acting reasonably, pursuant to Section 291 of the BCBCA and prepare, file and diligently pursue an application to the Court for the Interim Order, which will shall provide, among other things: (a) for the calling and holding of the Meeting for the purpose, among other things, of considering the Arrangement Resolution; (b) for the classes class of Persons to whom notice is to be provided in respect of the Arrangement and the Shareholder Meeting and for the manner in which such notice is to be provided; (cb) that the requisite approval for the Arrangement Resolution will shall be: (i) not less than 662⁄3% 66⅔% of the votes cast on the Arrangement Resolution by the holders of exchangeable shares and holders of class B shares, voting together, Whistler Shareholders present in person or represented by proxy at the MeetingShareholder Meeting voting together as a single class; and (ii) not less than 662⁄3% if, and to the extent, required, a simple majority of the votes cast by the holders of exchangeable shares, voting separately as a class, Whistler Shareholders present in person or represented by proxy at the Shareholder Meeting and (iii) not less than 662⁄3% of excluding the votes cast at the Meeting by holders of class B shares, voting separately as a class; (d) that, in all other respects, the terms, conditions and restrictions Whistler Shareholders that are required to be excluded pursuant to MI 61-101 for purposes of the Company’s articles, including quorum requirements for the holders of exchangeable shares and class B shares, and all other matters, shall apply in respect of the Meeting; (e) for the grant of Dissent Rights as provided in Article 4 of the Plan of Arrangement; (f) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (g) for the confirmation of the record date for the Meeting; (hc) that it is the intention of the New Corporation Vail and Exchangeco to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of New Exchangeable Consideration Shares in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (id) that the Shareholder Meeting may be adjourned or postponed from time to time by the Company Whistler Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Whistler Shareholders entitled to notice of and to vote at the Shareholder Meeting will not change in respect of any adjournment(s) or postponement(s) of the Shareholder Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents of Whistler, including quorum requirements and other matters, shall apply in respect of the Shareholder Meeting; (g) for the grant of the Dissent Rights to registered holders of Whistler Shares as set forth in the Plan of Arrangement; (h) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and (ji) for such other matters as the Parties Vail may reasonably require, subject to approval by obtaining the Courtprior consent of Whistler, such consent not to be unreasonably withheld or delayed.

Interim Order. As soon as reasonably practicable following after the execution date of this Agreement, but in any event in sufficient time to permit the Company will Meeting to be convened in accordance with Section 2.3(1), the Corporation shall apply to the Court pursuant Court, in manner and form reasonably acceptable to Section 291 of the BCBCA and preparePurchaser Parties, file and diligently pursue an application acting reasonably, for the Interim Order, which will must provide, among other things: (a) for the calling and holding of the Meeting for the purpose, among other things, of considering the Arrangement Resolution; (b1) for the classes of Persons to whom notice is to be provided in respect of the Arrangement and the Meeting and for the manner in which such notice is to be provided; (c2) that the requisite required level of approval for the Arrangement Resolution will shall be: : (ia) at least (and not less than 662⁄3more than) 66 2/3% of the votes cast on the Arrangement Resolution by the holders of exchangeable shares and holders of class B shares, voting together, Shareholders present in person or represented by proxy at the Meeting, each being entitled to one vote per Share; and (iib) not less than 662⁄3% if required under Securities Laws or the rules of a stock exchange, by a simple majority of the votes cast on the Arrangement Resolution by the holders of exchangeable shares, voting separately as a class, Shareholders present in person or represented by proxy at the Meeting and Meeting, excluding for this purpose any votes attached to Shares held by Persons described in items (iiia) not less than 662⁄3% through (d) of the votes cast at the Meeting by holders section 8.1(2) of class B shares, voting separately as a classMI 61-101; (d3) that, subject to the foregoing and in all other respects, the terms, restrictions and conditions and restrictions of the CompanyCorporation’s articlesConstating Documents, including quorum requirements for the holders of exchangeable shares and class B shares, and all other matters, shall apply in respect of the Meeting; (e4) for the grant of the Dissent Rights only to those Shareholders who are Shareholders as provided of the record date for the Meeting and who are registered Shareholders prior to the deadline for exercising Dissent Rights, as contemplated in Article 4 of the Plan of Arrangement; (f5) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (g) for the confirmation of the record date for the Meeting; (h) that it is the intention of the New Corporation to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of New Exchangeable Shares in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (i6) that the Meeting may be adjourned or postponed from time to time by the Company Corporation in accordance with the terms of this Agreement or as otherwise agreed in writing by the Parties and without the need for additional approval of the Court; (7) the record date for the purposes of determining the Shareholders entitled to receive notice of and to vote at the Meeting in accordance with the Interim Order; (8) that the record date for the Shareholders entitled to notice of and to vote at the Meeting will not change in respect of any adjournment(s) or postponement(s) of the Meeting, unless required by Law or the Court; (9) that the Parties may amend, modify and/or supplement the Plan of Arrangement in accordance with the terms thereof; and (j10) for such other matters as a Party (each with the Parties prior consent of the others, such consent not to be unreasonably withheld or delayed) may reasonably require, subject to approval by the Court.

Interim Order. As soon as reasonably practicable following the execution of this Agreementdate hereof, but in any event not later than September 13, 2016, the Company will Corporation shall apply to the Court in a manner acceptable to the Acquiror, acting reasonably, pursuant to Section 291 section 192 of the BCBCA and Act and, in cooperation with the Acquiror, prepare, file and diligently pursue an application for the Interim Order, which will provideOrder providing, among other things: (a) for the calling and holding of the Meeting for the purpose, among other things, of considering the Arrangement ResolutionMeeting; (b) for the classes class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Meeting and for the manner in which such notice is to be provided; (c) that the requisite approval for the Arrangement Resolution will shall be: : (i) not less than 662⁄3at least 662/3% of the votes cast on the Arrangement Resolution by the holders Securityholders present in person or represented by proxy at the Meeting voting as a single class and, in the case of exchangeable shares and holders Warrantholders, on an “as exercised” basis; and (ii) to the extent required, a majority of class B sharesthe votes attached to Common Shares, voting togetheras a separate class, held by Shareholders present in person or represented by proxy at the Meeting; , excluding for this purpose votes attached to such Common Shares and Warrants held by persons described in items (iia) not less than 662⁄3% through (d) of the votes cast by the holders section 8.1(2) of exchangeable shares, voting separately as a class, present in person or represented by proxy at the Meeting and (iii) not less than 662⁄3% of the votes cast at the Meeting by holders of class B shares, voting separately as a classMI 61-101; (d) that, subject to the foregoing and in all other respects, the terms, terms and conditions and restrictions of the CompanyCorporation’s articlesConstating Documents, including quorum requirements for the holders of exchangeable shares and class B shares, and all other mattersrequirements, shall apply in respect of the Meeting; (e) for the grant of Dissent Rights as provided in Article 4 of the Plan of ArrangementRights; (f) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (g) for the confirmation of the record date for the Meeting; (h) that it is the intention of the New Corporation to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of New Exchangeable Shares in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (i) that the Meeting may be adjourned or postponed from time to time by the Company Corporation with the consent of the Acquiror subject to the terms of this Agreement without the need for additional approval of the Court; (h) for confirmation of the record date of the Meeting; and (ji) that the record date for such other matters as the Parties may reasonably requireSecurityholders entitled to notice of and to vote at the Meeting will not change in respect of any adjournment(s) or postponement(s) of the Meeting, subject to approval unless required by the Courtapplicable securities Laws.

Interim Order. As soon as reasonably practicable following the execution of this Agreement, but in any event in sufficient time to permit the Company will Fording Meeting to be convened in accordance with Section 5.2(a)(iv), Fording shall incorporate Acquiror and shall cause Acquiror to apply to the Court in a manner acceptable to Purchaser and Fording, acting reasonably, pursuant to Section 291 193 of the BCBCA and Corporate Statute and, in co-operation with Purchaser, prepare, file and diligently pursue an application for the Interim Order, which will shall provide, among other things: (a) for the calling and holding class of the Meeting for the purpose, among other things, of considering the Arrangement Resolution; (b) for the classes of Persons persons to whom notice is to be provided in respect of the Arrangement and the Fording Meeting and for the manner in which such notice is to be provided; (b) for the record date(s) for purposes of determining the persons to whom notice of the Fording Meeting is to be provided and for purposes of determining the persons entitled to vote at the Fording Meeting; (c) that each registered holder of Exchange Options and Phantom Units shall be entitled to one vote at the requisite Fording Meeting in respect of each such security or instrument held at the record date established for the Fording Meeting and that the holders of Exchange Options and Phantom Units shall vote in the manner described in paragraph (d)(ii) below; (d) that the required level of Securityholder approval for the Arrangement Resolution will shall be: : (i) not less than 662⁄366 2/3% of the votes cast on the Arrangement Resolution by the holders of exchangeable shares and holders of class B shares, voting together, Unitholders present in person or represented by proxy at the MeetingFording Meeting voting separately as a class; and (ii) not less than 662⁄366 2/3% of the votes cast on the Arrangement Resolution by the holders of exchangeable shares, voting separately as a class, Securityholders present in person or represented by proxy at the Meeting and (iii) not less than 662⁄3% Fording Meeting, voting together as a single class; provided that the Arrangement Resolution shall also have received Minority Approval of the votes cast at Unitholders (collectively, the Meeting by holders “Requisite Level of class B shares, voting separately as a classApproval”); (de) for the grant of the Dissent Rights; (f) that, in all other respects, the terms, restrictions and conditions and restrictions of the Company’s articlesDeclaration of Trust, including quorum requirements for the holders of exchangeable shares and class B shares, and all other matters, shall apply in respect of the Fording Meeting;; and (e) for the grant of Dissent Rights as provided in Article 4 of the Plan of Arrangement; (fg) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (g) for the confirmation of the record date for the Meeting; (h) that it is the intention of the New Corporation to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of New Exchangeable Shares in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (i) that the Meeting may be adjourned or postponed from time to time by the Company without the need for additional approval of the Court; and (j) for such other matters as the Parties may reasonably require, subject to approval by the Court.

Interim Order. As soon as reasonably practicable following after the execution date of this Agreement, but in any event in sufficient time to permit the Company will Meeting to be convened in accordance with Section 2.3, the Corporation shall apply in a manner reasonably acceptable to the Court Purchaser pursuant to Section 291 192 of the BCBCA and CBCA and, in cooperation with the Purchaser, prepare, file and diligently pursue an application for the Interim Order, which will must provide, among other things: (a) for the calling and holding of the Meeting for the purpose, among other things, of considering the Arrangement Resolution; (b1) for the classes of Persons to whom notice is to be provided in respect of the Arrangement and the Meeting and for the manner in which such notice is to be provided; (c2) that the requisite required level of approval (the "Required Shareholder Approval") for the Arrangement Resolution will be: shall be (ia) not less at least and no more than 662⁄366 2/3% of the votes cast on the Arrangement Resolution by the holders of exchangeable shares and holders of class B shares, voting together, Shareholders present in person (or represented by proxy at the Meeting; (iivirtually) not less than 662⁄3% of the votes cast by the holders of exchangeable shares, voting separately as a class, present in person or represented by proxy at the Meeting and (iiib) not less at least and no more than 662⁄3% a simple majority of the votes cast on the Arrangement Resolution by Shareholders present in person (or virtually) or represented by proxy at the Meeting Meeting, excluding for this purpose votes attached to Shares held by holders Persons described in items (a) through (d) of class B shares, voting separately as a classSection 8.1(2) of MI 61-101; (d3) that, in all other respects, the terms, restrictions and conditions and restrictions of the Company’s articlesCorporation's Constating Documents, including quorum requirements for the holders of exchangeable shares and class B shares, and all other matters, shall apply in respect of the Meeting; (e4) for the grant of the Dissent Rights to those Shareholders who are registered Shareholders as provided contemplated in Article 4 of the Plan of Arrangement; (f5) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (g) for the confirmation of the record date for the Meeting; (h) that it is the intention of the New Corporation to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of New Exchangeable Shares in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (i6) that the Meeting may be adjourned or postponed from time to time by the Company Corporation in accordance with the terms of this Agreement or as otherwise agreed to by the Parties without the need for additional approval of the Court; (7) confirmation of the record date for the purposes of determining the Shareholders entitled to receive notice of and to vote at the Meeting in accordance with the Interim Order; (8) that the record date for Shareholders entitled to notice of and to vote at the Meeting will not change in respect of any adjournment(s) or postponement(s) of the Meeting, unless required by Securities Laws; and (j9) for such other matters as the Parties Purchaser or the Corporation, as the case may be, may reasonably require, subject to approval by obtaining the Courtprior consent of the other, such consent not to be unreasonably conditioned, withheld or delayed.

Interim Order. As soon as reasonably practicable following Following the execution of this Agreement, the Company will FirstService will, at a time to be determined exclusively by FirstService, apply to the Court pursuant to Section 291 182 of the BCBCA OBCA and prepare, file and diligently pursue an application for the Interim Order, which will provide, among other things: (a) for the calling and holding of the Meeting for the purposepurpose of, among other things, of considering the Arrangement Resolution; (b) for the classes class of Persons to whom notice is to be provided in respect of the Arrangement and the Meeting and for the manner in which such notice is to be provided; (c) that the requisite approval for the Arrangement Resolution will be: : (i) not less than 662⁄3% 66⅔% of the votes cast by the holders of exchangeable shares and holders of class B shares, voting together, present in person or represented by proxy at the Meeting; (ii) not less than 662⁄3% of the votes cast by the holders of exchangeable shares, voting separately as a class, FirstService Subordinate Voting Shares present in person or represented by proxy at the Meeting and voting separately as a class; (ii) not less than 66⅔% of the votes cast by the holders of FirstService Multiple Voting Shares present in person or represented by proxy at the Meeting and voting separately as a class; and (iii) not less than 662⁄3% a majority of the votes cast by the holders of FirstService Subordinate Voting Shares present in person or represented by proxy at the Meeting by holders of class B shares, and voting separately as a class, other than votes cast in respect of FirstService Subordinate Voting Shares that are beneficially owned by any Interested FirstService Subordinate Voting Shareholder or over which control or direction is exercised by any Interested FirstService Subordinate Voting Shareholder; (d) that, in all other respects, the terms, restrictions and conditions and restrictions of the Company’s articlesconstating documents of FirstService, including quorum requirements for the holders of exchangeable shares and class B shares, and all other matters, shall apply in respect of the Meeting; (e) for the grant of Dissent Rights as provided in Article 4 of the Plan of Arrangement; (f) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (g) for the confirmation of the record date for the Meeting;; and (h) that it is the intention of the New Corporation to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of New Exchangeable Shares in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (i) that the Meeting may be adjourned or postponed from time to time by the Company Board in accordance with the terms of this Agreement without the need for additional approval of the Court; and (j) for such other matters as the Parties may reasonably require, subject to approval by the Court.

Interim Order. As soon as reasonably practicable following the execution of this Agreement, the Company will apply The application referred to the Court pursuant to in Section 291 of the BCBCA and prepare, file and diligently pursue an application for 2.2(a) shall request that the Interim Order, which will Order provide, among other things: (a) for the calling and holding of the Meeting for the purpose, among other things, of considering the Arrangement Resolution; (b) for the classes each class of Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (cb) that that, subject to the approval of the Court, the requisite approval for the Arrangement Resolution will be: (i) shall be not less than 662⁄367% of the votes cast on the Arrangement Resolution by the holders of exchangeable shares and holders of class B shares, voting together, Shareholders present in person or represented by proxy at the Company Meeting; (ii) not less than 662⁄3% of the votes cast by the holders of exchangeable shares, voting separately together as a single class, present in person or represented by proxy at each Company Common Share entitling the Meeting holder thereof to one vote on the Arrangement Resolution and each Company Class A Common Share entitling the holder thereof to ten votes on the Arrangement Resolution (iii) not less than 662⁄3% of the votes cast at the Meeting by holders of class B shares, voting separately as a class“Requisite Company Vote”); (dc) that, in all other respects, the terms, restrictions and conditions and restrictions of the Company’s articlesOrganizational Documents of the Company each as in effect as of the date of this Agreement, including quorum requirements for the holders of exchangeable shares and class B shares, and all other matters, shall apply in respect of the Company Meeting; (e) for the grant of Dissent Rights as provided in Article 4 of the Plan of Arrangement; (fd) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (g) for the confirmation of the record date for the Meeting; (he) that it is following Closing, the intention of the New Corporation to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer Shareholders shall be bound by, and sale of New Exchangeable Shares in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance Shareholders’ Representative entitled to exercise the rights and remedies in respect of, the representations, warranties and covenants in this Agreement, and under and to the extent provided in the indemnification provisions set forth in Article IX of the Final Order will constitute its determination of the fairness of the Arrangement; (i) that the Meeting may be adjourned or postponed from time to time by the Company without the need for additional approval of the Courtthis Agreement; and (jf) for confirmation that dissent rights shall not be applicable to the Arrangement because of Section 6.6(a) of the unanimous shareholders' agreement dated June 10, 2004 in respect of the Company, as amended pursuant to an amendment dated May 30, 2005 (the “Shareholders’ Agreement”) and that such other matters as agreement and all rights and obligations thereunder shall terminate at the Parties may reasonably require, subject to approval by the CourtClosing.

Interim Order. As soon as reasonably practicable following after the execution date of this AgreementAgreement and, in any event, prior to April 27, 2021 (provided that, if normal Court operations are disrupted in response to the COVID-19 pandemic, the hearing date may be extended until the earliest possible date on which the Court will grant a hearing (whether in person, via telephone or other virtual means) for these purposes), the Company will shall apply in a manner reasonably acceptable to the Court Purchaser pursuant to Section 291 section 193 of the BCBCA and ABCA and, in cooperation with the Purchaser, prepare, file and diligently pursue an application for the Interim Order, which will shall provide, among other things: (a) for the calling and holding of the Meeting for the purpose, among other things, of considering the Arrangement Resolution; (b) for the classes of Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (cb) that the requisite required level of approval (the “Required Shareholder Approval”) for the Arrangement Resolution will shall be: : (i) not less than 662⁄3% two-thirds of the votes cast on the Arrangement Resolution by the holders of exchangeable shares and holders of class B shares, voting together, present in person or represented by proxy at the Meeting; (ii) not less than 662⁄3% of the votes cast by the holders of exchangeable sharesClass A Shareholders, voting separately as a class, present in person or represented by proxy at the Meeting and Company Meeting; (iiiii) not less than 662⁄3% two-thirds of the votes cast at on the Meeting Arrangement Resolution by holders of class Class B sharesShareholders, voting separately as a class, present in person or by proxy at the Company Meeting; (iii) a majority of the votes cast on the Arrangement Resolution by Class A Shareholders, voting as a separate class, present in person or by proxy at the Company Meeting, excluding for this purpose votes attached to the Class A Shares held by Persons described in items (a) through (d) of section 8.1(2) of MI 61-101; (iv) a majority of the votes cast on the Arrangement Resolution by Class B Shareholders, voting as a separate class, present in person or by proxy at the Company Meeting, excluding for this purpose votes attached to the Class B Shares held by Persons described in items (a) through (d) of section 8.1(2) of MI 61-101; and (v) if and to the extent required by the Court, such other approval of securityholders of the Company as may be required by the Court; (c) that, subject to the discretion of the Court, the Company Meeting may be held as a virtual-only or hybrid shareholder meeting and that Company Participating Shareholders that participate in the Company Meeting by virtual means will be deemed to be present at the Company Meeting; (d) that, in all other respectsif a virtual-only Company Meeting is held with the approval of the Court, such Company Meeting will be deemed to be held at the terms, conditions and restrictions location of the Company’s articles, including quorum requirements for the holders of exchangeable shares and class B shares, and all other matters, shall apply in respect of the Meetingregistered office; (e) for the grant of the Dissent Rights only to those Company Participating Shareholders who are registered Company Participating Shareholders as provided contemplated in Article 4 of the Plan of Arrangement; (f) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (g) for the confirmation of the record date for the Meeting; (h) that it is the intention of the New Corporation to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of New Exchangeable Shares in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (i) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement or as otherwise agreed to by the Parties without the need for additional approval of the Court; (h) confirmation of the record date for the purposes of determining the Company Participating Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (i) that the record date for the Company Participating Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by the Court or applicable Laws; (j) that, subject to the foregoing and in all other respects, other than as ordered by the Court, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and (jk) for such other matters as the Parties Purchaser or the Company may reasonably reason ably require, subject to approval by obtaining the Courtprior consent of the other, such consent not to be unreasonably withheld, conditioned or delayed.

Interim Order. As Tundra agrees that as soon as reasonably practicable following after the execution of this Agreementdate hereof, the Company will apply and in any event no later than May 15, 2009, Tundra shall apply, in a manner acceptable to the Court Parent SubCo, acting reasonably, pursuant to Section 291 192 of the BCBCA CBCA, and in cooperation with Parent SubCo, prepare, file file, and diligently pursue an application application, for the Interim Order, the terms of which will are reasonably acceptable to Parent SubCo, which shall provide, among other things: (a) for the calling and holding class of the Meeting for the purpose, among other things, of considering the Arrangement Resolution; (b) for the classes of Persons persons to whom notice is to be provided in respect of the Arrangement and the Meeting and for the manner in which such notice is to be provided; (cb) that the requisite and sole approval for the Arrangement Resolution will be: (i) not less than 662⁄3% shall be two-thirds of the votes cast on the Arrangement Resolution by the holders of exchangeable shares and holders of class B shares, voting together, Tundra Shareholders present in person or represented by proxy at the Meeting; (ii) not less than 662⁄3% of the votes cast by the holders of exchangeable shares, voting separately as a class, present in person or represented by proxy at the Meeting and (iii) not less than 662⁄3% of the votes cast at the Meeting by holders of class B shares, voting separately as a single class; (dc) that, in all other respects, the terms, restrictions and conditions of Tundra’s articles of amalgamation and restrictions of the Company’s articlesby-laws, including quorum requirements for the holders of exchangeable shares and class B shares, and all other matters, shall apply in respect of the Meeting; (ed) for the grant of the Dissent Rights as provided in Article 4 of the Plan of ArrangementRights; (fe) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be adjourned or postponed by Tundra on one or more occasions in accordance with the terms of this Agreement; and (g) for the confirmation fixing of the record date for the Meeting; (h) that it is . Tundra shall advise the Court of the intention of the New Corporation Parent to rely upon Section 3(a)(10) of the U.S. Securities 1933 Act to issue Parent Shares to holders of Tundra Options who are resident in connection with the offer and sale of New Exchangeable Shares in accordance with the Arrangement, United States based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (i) that the Meeting may be adjourned or postponed from time to time by the Company without the need for additional approval of the Court; and (j) for such other matters as the Parties may reasonably require, subject to approval by the Court.

Interim Order. (a) As soon as reasonably practicable following the execution of this Agreement, the Company will Lxxxxx shall apply to the Court in a manner acceptable to HudBay, acting reasonably, pursuant to Section 291 192 of the BCBCA CBCA and prepare, file and diligently pursue an application for the Interim Order, which will shall provide, among other things: (ai) for the calling and holding class of the Meeting for the purpose, among other things, of considering the Arrangement Resolution; (b) for the classes of Persons persons to whom notice is to be provided in respect of the Arrangement and the Lxxxxx Meeting and for the manner in which such notice is to be provided; (cii) that the requisite approval for the Arrangement Resolution will be: (i) not less than 662⁄3shall be 66 2/3% of the votes cast on the Arrangement Resolution by the holders of exchangeable shares and holders of class B shares, voting together, Lxxxxx Shareholders present in person or represented by proxy at the Meeting; (ii) not less than 662⁄3% of the votes cast by the holders of exchangeable shares, Lxxxxx Meeting and voting separately as a class, present in person or represented by proxy at single class (the Meeting and (iii) not less than 662⁄3% of the votes cast at the Meeting by holders of class B shares, voting separately as a class“Lxxxxx Shareholder Approval”); (diii) that, in all other respects, the terms, conditions and restrictions of the Company’s articlesLxxxxx constating documents, including quorum requirements for the holders of exchangeable shares and class B shares, and all other matters, shall apply in respect of the Lxxxxx Meeting; (eiv) for the grant of Dissent Rights as provided in Article 4 of to the Plan of ArrangementLxxxxx Shareholders who are registered Lxxxxx Shareholders; (fv) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (g) for the confirmation of the record date for the Meeting; (h) that it is the intention of the New Corporation to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of New Exchangeable Shares in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (ivi) that the Lxxxxx Meeting may be adjourned or postponed from time to time by management of Lxxxxx subject to the Company terms of this Agreement without the need for additional approval of the Court; and (jvii) that the record date for such other matters as Lxxxxx Shareholders entitled to notice of and to vote at the Parties may reasonably require, subject Lxxxxx Meeting will not change in respect of any adjournment(s) of the Lxxxxx Meeting. (b) Lxxxxx shall advise the Court of its intention to approval by rely upon Section 3(a)(10) of the CourtU.S. Securities Act to implement the transactions contemplated hereby in respect of the Lxxxxx Shareholders and holders of Lxxxxx Options who are resident in the United States.

Interim Order. As soon as reasonably practicable following the execution The notice of this Agreement, the Company will apply to the Court pursuant to Section 291 of the BCBCA and prepare, file and diligently pursue an application motion for the application referred to in Section 2.01(a) shall request that the Interim Order, which will Order provide, among other things: (a) for For the calling and holding of the Meeting for the purpose, among other things, of considering the Arrangement Resolution; (b) for the classes class of Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (cb) that That the requisite approval for the Arrangement Resolution will be: shall be (i) not less than 662⁄366-2/3% of the votes cast on the Arrangement Resolution by the holders of exchangeable shares and holders of class B sharesCompany Shareholders, voting together, present in person or represented by proxy at the Meeting; (ii) not less than 662⁄3% of the votes cast by the holders of exchangeable shares, voting separately as a separate class, present in person or represented by proxy at the Meeting and Company Meeting; (iiiii) not less than 662⁄366 2/3% of the votes cast on the Arrangement Resolution by the Company Optionholders, voting as a separate class, present in person or by proxy at the Meeting Company Meeting; and (iii) 66 2/3% of the votes cast on the Arrangement Resolution by holders of class B sharesthe Company Warrantholders, voting separately as a separate class, present in person or by proxy at the Company Meeting; such that each Company Shareholder is entitled to one vote for each share of Company Common Stock held, and each Company Optionholder and each Company Warrantholder is entitled to one vote for each share of Company Common Stock that such holder would have received on a valid exercise of such Company Stock Option or Company Warrant, as the case may be, or such other majority(ies) as may be approved by the Court; (c) That the requisite approval for the special resolution approving a reduction in the stated capital of the Company Common Stock shall be 66-2/3% of the votes cast thereon by the Company Shareholders, voting as a separate class, present in person or by proxy at the Company Meeting; (d) thatThat, in all other respects, the terms, restrictions and conditions of the by-laws and restrictions articles of the Company’s articles, including quorum requirements for the holders of exchangeable shares and class B shares, and all other matters, shall apply in respect of the Company Meeting; (e) for For the grant of the Dissent Rights as provided in Article 4 of the Plan of Arrangement;Rights; and (f) for For the notice requirements with respect to respecting the presentation of the application to the Court for the a Final Order; (g) for the confirmation of the record date for the Meeting; (h) that it is the intention of the New Corporation to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of New Exchangeable Shares in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (i) that the Meeting may be adjourned or postponed from time to time by the Company without the need for additional approval of the Court; and (j) for such other matters as the Parties may reasonably require, subject to approval by the Court.

Interim Order. As (1) The Company agrees that as soon as reasonably practicable following after the execution of this Agreementdate hereof, and in any event at such time so as to permit the Company Meeting to be held on or before the date specified in Section 2.3(1), the Company will apply shall apply, in a manner reasonably acceptable to the Court Purchaser pursuant to Section 291 of the BCBCA and and, in co-operation with the Purchaser, prepare, file and diligently pursue an application for the Interim Order, the terms of which will are reasonably acceptable to the Parent and the Purchaser that shall provide, among other things: (a) for the calling and holding class of the Meeting for the purpose, among other things, of considering the Arrangement Resolution; (b) for the classes of Persons persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (cb) that the requisite approval for the Arrangement Resolution will beshall be (A) two-thirds of the votes cast on the Arrangement Resolution by each of: (i) not less than 662⁄3% of the votes cast by Shareholders voting as a single class, and (ii) the holders of exchangeable shares and holders of class B sharesNoteholders, voting together, in each case present in person or represented by proxy at the MeetingCompany Meeting (with each Shareholder being entitled to one vote for each Share and each Noteholder being entitled to one vote in respect of each $1,000 principal amount of Notes of which such person is a holder, as the case may be); and (iiB) not less than 662⁄3% if required by MI 61-101, a simple majority of the votes cast on the Arrangement Resolution by each of: (i) the holders of exchangeable sharesShareholders, voting separately as a single class, present in person or represented by proxy at the Meeting and (iiiii) not less than 662⁄3% the Noteholders, in each case excluding any Shares or Notes, as applicable, held by persons described in items (a) through (d) of the votes cast at the Meeting by holders Section 8.1(2) of class B sharesMI 61-101, voting separately as a classif any; (dc) that, in all other respects, the terms, restrictions and conditions and restrictions of the Company’s articles and notice of articles, including quorum requirements for the holders of exchangeable shares and class B shares, and all other matters, shall apply in respect of the MeetingCompany Meeting unless varied by the Interim Order; (ed) for the grant of the Dissent Rights as provided in Article 4 to the Shareholders and Noteholders who are registered holders of the Plan of ArrangementShares or Notes on the record date, as the case may be; (fe) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (g) for the confirmation of the record date for the Meeting; (h) that it is the intention of the New Corporation to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of New Exchangeable Shares in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (if) that the Company Meeting may be adjourned or postponed from time to time by the Company without the need for additional approval of the Court; (g) that the record date for Securityholders entitled to vote at the Company Meeting shall not change in respect of any adjournment(s) or postponement(s) of the Company Meeting, unless required by applicable Law; and (jh) for such other matters as the Parties Purchaser may reasonably require, subject to obtaining the prior consent of the Company, such consent not to be unreasonably withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the Purchaser's intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Arrangement Issued Securities to be issued pursuant to the Arrangement, based and conditioned on the Court's approval of the Arrangement and its determination that the Arrangement is fair and reasonable to Securityholders whose rights are affected by the CourtArrangement (collectively, the “Subject Securities”) to whom will be issued Arrangement Issued Securities pursuant to the Arrangement, following a hearing and after considering of the substantive and procedural terms and conditions thereof.

Interim Order. As soon as reasonably practicable following after the execution date of this AgreementAgreement and, in any event, prior to April 27, 2021 (provided that, if normal Court operations are disrupted in response to the COVID-19 pandemic, the hearing date may be extended until the earliest possible date on which the Court will grant a hearing (whether in person, via telephone or other virtual means) for these purposes), the Company will shall apply in a manner reasonably acceptable to the Court Purchaser pursuant to Section 291 section 193 of the BCBCA and ABCA and, in cooperation with the Purchaser, prepare, file and diligently pursue an application for the Interim Order, which will shall provide, among other things: (a) for the calling and holding of the Meeting for the purpose, among other things, of considering the Arrangement Resolution; (b) for the classes of Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (cb) that the requisite required level of approval (the “Required Shareholder Approval”) for the Arrangement Resolution will shall be: : (i) not less than 662⁄3% two-thirds of the votes cast on the Arrangement Resolution by the holders of exchangeable shares and holders of class B shares, voting together, present in person or represented by proxy at the Meeting; (ii) not less than 662⁄3% of the votes cast by the holders of exchangeable sharesClass A Shareholders, voting separately as a class, present in person or represented by proxy at the Meeting and Company Meeting; (iiiii) not less than 662⁄3% two-thirds of the votes cast at on the Meeting Arrangement Resolution by holders of class Class B sharesShareholders, voting separately as a class, present in person or by proxy at the Company Meeting; (iii) a majority of the votes cast on the Arrangement Resolution by Class A Shareholders, voting as a separate class, present in person or by proxy at the Company Meeting, excluding for this purpose votes attached to the Class A Shares held by Persons described in items (a) through (d) of section 8.1(2) of MI 61-101; (iv) a majority of the votes cast on the Arrangement Resolution by Class B Shareholders, voting as a separate class, present in person or by proxy at the Company Meeting, excluding for this purpose votes attached to the Class B Shares held by Persons described in items (a) through (d) of section 8.1(2) of MI 61-101; and (v) if and to the extent required by the Court, such other approval of securityholders of the Company as may be required by the Court; (c) that, subject to the discretion of the Court, the Company Meeting may be held as a virtual-only or hybrid shareholder meeting and that Company Participating Shareholders that participate in the Company Meeting by virtual means will be deemed to be present at the Company Meeting; (d) that, in all other respectsif a virtual-only Company Meeting is held with the approval of the Court, such Company Meeting will be deemed to be held at the terms, conditions and restrictions location of the Company’s articles, including quorum requirements for the holders of exchangeable shares and class B shares, and all other matters, shall apply in respect of the Meetingregistered office; (e) for the grant of the Dissent Rights only to those Company Participating Shareholders who are registered Company Participating Shareholders as provided contemplated in Article 4 of the Plan of Arrangement; (f) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (g) for the confirmation of the record date for the Meeting; (h) that it is the intention of the New Corporation to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of New Exchangeable Shares in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (i) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement or as otherwise agreed to by the Parties without the need for additional approval of the Court; (h) confirmation of the record date for the purposes of determining the Company Participating Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (i) that the record date for the Company Participating Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by the Court or applicable Laws; (j) that, subject to the foregoing and in all other respects, other than as ordered by the Court, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and (jk) for such other matters as the Parties Purchaser or the Company may reasonably require, subject to approval by obtaining the Courtprior consent of the other, such consent not to be unreasonably withheld, conditioned or delayed.

Interim Order. (1) As soon as reasonably practicable following after the execution of this Agreementdate hereof but in any event in sufficient time to permit the Meeting to be convened in accordance with Section 2.3(1), the Company will apply covenants that it will, in a manner acceptable to the Court pursuant to Section 291 Purchaser, acting reasonably, in accordance with the provisions of the BCBCA and OBCA, prepare, file and diligently pursue an application for the Interim Order, the terms of which will are acceptable to the Purchaser, acting reasonably, which must provide, among other things: (ai) for the calling and holding of the Meeting for the purpose, among other things, of considering the Arrangement Resolution; (b) for the classes class of Persons to whom notice is to be provided in respect of the Arrangement and the Meeting and for the manner in which such notice is to be provided, such notices to include, inter alia, that such Persons have a right to appear at the hearing before the Court at which the fairness of the Arrangement is to be adjudged; (cii) confirmation of the record date for the Company Shareholders entitled to receive notice of and to vote at the Meeting; (iii) a request that the record date for the Company Shareholders entitled to receive notice of and to vote at the Meeting will not change in respect of or as a consequence of any adjournment or postponement of the Meeting; (iv) that the requisite approval for the Arrangement Resolution will be: shall be (i) not less than 662⁄3662/3% of the votes cast on the Arrangement Resolution by the holders of exchangeable shares and holders of class B shares, voting togetherCompany Shareholders, present in person Person or represented by proxy and entitled to vote at the MeetingMeeting voting together as a single class; and (ii) not less than 662⁄3% a simple majority of the votes cast on the Arrangement Resolution by the holders of exchangeable shares, voting separately as a classCompany Shareholders, present in person Person or represented by proxy and entitled to vote at the Meeting and (iii) not less than 662⁄3% of excluding the votes cast at attached to Company Shares held or controlled by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101, including, for greater certainty, the Meeting by holders of class B shares, voting separately as a classPurchaser and its Affiliates; (d) that, in all other respects, the terms, conditions and restrictions of the Company’s articles, including quorum requirements for the holders of exchangeable shares and class B shares, and all other matters, shall apply in respect of the Meeting; (ev) for the grant of Dissent Rights as provided set forth in Article 4 of the Plan of Arrangement; (fvi) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (g) for the confirmation of the record date for the Meeting; (h) that it is the intention of the New Corporation to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of New Exchangeable Shares in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (ivii) that the Meeting may be adjourned or postponed from time to time by the Company Company, subject to the terms of this Agreement, without the need for additional approval of the Court; (viii) that the Meeting may be held in-person or be a virtual meeting or hybrid meeting whereby Company Shareholders may join virtually; (ix) that in all other respects, the terms, conditions and restrictions of the Company’s Organizational Documents, including quorum requirements and other matters shall apply with respect to the Meeting; and (jx) for such other matters as the Parties Parties, each acting reasonably, may reasonably require. (2) In seeking the Interim Order, subject the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Consideration Shares to be issued pursuant to the Arrangement based upon and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Shareholders to whom such securities will be issued by the CourtPurchaser pursuant to the Arrangement, following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. (a) As soon as reasonably practicable following the execution of this Agreement, the Company will Xxxxxx shall apply to the Court in a manner acceptable to HudBay, acting reasonably, pursuant to Section 291 192 of the BCBCA CBCA and prepare, file and diligently pursue an application for the Interim Order, which will shall provide, among other things: (ai) for the calling and holding class of the Meeting for the purpose, among other things, of considering the Arrangement Resolution; (b) for the classes of Persons persons to whom notice is to be provided in respect of the Arrangement and the Xxxxxx Meeting and for the manner in which such notice is to be provided; (cii) that the requisite approval for the Arrangement Resolution will be: (i) not less than 662⁄3shall be 66 2/3% of the votes cast on the Arrangement Resolution by the holders of exchangeable shares and holders of class B shares, voting together, Xxxxxx Shareholders present in person or represented by proxy at the Meeting; (ii) not less than 662⁄3% of the votes cast by the holders of exchangeable shares, Xxxxxx Meeting and voting separately as a class, present in person or represented by proxy at single class (the Meeting and (iii) not less than 662⁄3% of the votes cast at the Meeting by holders of class B shares, voting separately as a class“Xxxxxx Shareholder Approval”); (diii) that, in all other respects, the terms, conditions and restrictions of the Company’s articlesXxxxxx constating documents, including quorum requirements for the holders of exchangeable shares and class B shares, and all other matters, shall apply in respect of the Xxxxxx Meeting; (eiv) for the grant of Dissent Rights as provided in Article 4 of to the Plan of ArrangementXxxxxx Shareholders who are registered Xxxxxx Shareholders; (fv) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (g) for the confirmation of the record date for the Meeting; (h) that it is the intention of the New Corporation to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of New Exchangeable Shares in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (ivi) that the Xxxxxx Meeting may be adjourned or postponed from time to time by management of Xxxxxx subject to the Company terms of this Agreement without the need for additional approval of the Court; and (jvii) that the record date for such other matters as Xxxxxx Shareholders entitled to notice of and to vote at the Parties may reasonably require, subject Xxxxxx Meeting will not change in respect of any adjournment(s) of the Xxxxxx Meeting. (b) Xxxxxx shall advise the Court of its intention to approval by rely upon Section 3(a)(10) of the CourtU.S. Securities Act to implement the transactions contemplated hereby in respect of the Xxxxxx Shareholders and holders of Xxxxxx Options who are resident in the United States.

Interim Order. As soon as reasonably practicable following the execution of this Agreement, the Company GCI will apply to the Court pursuant to Section 291 182 of the BCBCA OBCA and prepare, file and diligently pursue an application for the Interim Order, which will provide, among other things: (a) for the calling and holding of the Meeting for the purpose, among other things, purpose of considering the Arrangement Resolution; (b) for the classes class of Persons to whom notice is to be provided in respect of the Arrangement and the Meeting and for the manner in which such notice is to be provided; (c) that the requisite approval for the Arrangement Resolution will be: be not less than (i) not less than 662⁄3% 66⅔% of the votes cast by the holders of exchangeable shares and holders of class B shares, voting together, GCI Shareholders present in person or represented by proxy at the Meeting; , and (ii) not less than 662⁄3% a simple majority of the votes cast by the holders of exchangeable shares, voting separately as a class, GCI Shareholders present in person or represented by proxy at the Meeting and (iii) not less other than 662⁄3% of the votes cast at the Meeting in respect of GCI Common Shares that are beneficially owned by holders of class B shares, voting separately as a classany Interested GCI Shareholder or over which control or direction is exercised by any Interested GCI Shareholder; (d) for the quorum requirement at the Meeting in respect of the holders of GCI Common Shares; (e) that, in all other respects, the terms, conditions and restrictions of the CompanyGCI’s articles, including quorum requirements for the holders of exchangeable shares articles and class B sharesby-laws, and all other matters, shall apply in respect of the Meeting; (ef) for the grant of Dissent Rights as provided in Article 4 IV of the Plan of Arrangement; (fg) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (gh) for the confirmation of the record date for the Meeting; (h) that it is the intention of the New Corporation to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of New Exchangeable Shares in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (i) that the Meeting may be adjourned or postponed from time to time by the Company Board in accordance with the terms of this Agreement without the need for additional approval of the Court; and (j) for such other matters as that it is GCI’s intention to rely on the Parties may reasonably requireexemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the distribution of GEI Shares in the Arrangement, subject to approval by based on the CourtFinal Order.

Interim Order. As soon as reasonably practicable following after the execution date of this Agreement, and in any case in sufficient time to permit the Meeting to be held by the date specified in Section 2.3(1), Company will apply shall apply, in a manner acceptable to the Court Purchaser, acting reasonably, pursuant to Section 291 182 of the BCBCA OBCA, in cooperation with Purchaser, and prepare, file and diligently pursue an application application, for the Interim Order, which will shall provide, among other things: (a) for the calling and holding of the Meeting for the purpose, among other things, purpose of considering and, if deemed advisable, approving the Arrangement ResolutionArrangement; (b) for the classes class of Persons to whom notice is to be provided in respect of the Arrangement and the Meeting and for the manner in which such notice is to be provided; (c) for confirmation of the record date in respect of the Meeting referred to in Section 2.3(1); (d) that the requisite required level of approval for the Arrangement Resolution will shall be: : (i) not less than 662⁄3% of the votes cast on the Arrangement Resolution by the holders of exchangeable shares and holders of class B shares, voting together, Company Shareholders present in person or represented by proxy at the Meeting; and (ii) not less than 662⁄3% to the extent required, a majority of the votes cast by attached to the holders of exchangeable sharesCompany Shares, voting separately as a separate class, held by Company Shareholders present in person or represented by proxy at the Meeting and Meeting, excluding for this purpose votes attached to such Company Shares held by Persons described in items (iiia) not less than 662⁄3% through (d) of the votes cast at the Meeting by holders Section 8.1(2) of class B shares, voting separately as a classMI 61-101; (de) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions and restrictions of the Company’s articlesarticles and bylaws, including quorum requirements for the holders of exchangeable shares and class B shares, and all other matters, shall apply in respect of the Meeting; (ef) for the grant of the Dissent Rights to those Company Shareholders who are registered Company Shareholders as provided contemplated in Article 4 of the Plan of Arrangement; (fg) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (g) for the confirmation of the record date for the Meeting; (h) that it is the intention of the New Corporation to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of New Exchangeable Shares in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (i) that the Meeting may be adjourned or postponed from time to time by Company in accordance with the Company terms of this Agreement without the need for additional approval of the Court; (i) except as required by Law, that the record date for the Company Shareholders entitled to notice of and to vote at the Meeting will not, unless agreed to in writing by the Purchaser and the Company, change in respect or as a consequence of any adjournment(s) or postponement(s) of the Meeting; and (j) that it is Purchaser’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of Purchaser Shares to be issued pursuant to the Arrangement, based on the Court’s approval of the fairness of the terms and conditions of the Arrangement; and (k) for such other matters as the Parties Purchaser may reasonably require, subject to approval by the Court.