Common use of Interim Order Clause in Contracts

Interim Order. The petition for the application for the Interim Order will request that the Interim Order provide, among other things: (a) 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; (b) confirmation of the Record Date for the purposes of determining the Foremost Shareholders entitled to receive notice of and vote at the Meeting in accordance with the Interim Order; (c) for the calling and holding of the Meeting for the purpose of, among other things, considering the Arrangement Resolution; (d) that the requisite shareholder approval for the Arrangement Resolution will be at least two-thirds of the votes cast by the Foremost Shareholders present in person or represented by proxy at the Meeting and entitled to vote at the Meeting (and, if required, minority approval pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions); (e) for the grant of Dissent Rights only as provided in Section 3.1(a) and Article 5 of the Plan of Arrangement; (f) that the Meeting may be adjourned or postponed from time to time by Foremost, in accordance with the terms of this Agreement, without the need for additional approval of the Court; (g) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (h) that each Foremost Shareholder and any other affected Person will have the right to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response within the prescribed time and in accordance with the procedures set out in the Interim Order; (i) that, subject to the foregoing and in all other respects, other than as ordered by the Court, for the Meeting to be called, held and conducted in accordance with the provisions of the BCBCA, the articles and bylaws of Foremost and the Interim Order; and (j) for such other matters as Foremost may reasonably require.

Interim Order. The petition for the application notice of motion for the Interim Order will shall request that the Interim Order provide, among other things: (a) for confirmation of the classes record date for the Vasogen Meeting; (b) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Vasogen Meeting and for the manner in which such notice is to be provided; (bc) confirmation that, subject to the approval of the Record Date for the purposes of determining the Foremost Shareholders entitled to receive notice of and vote at the Meeting in accordance with the Interim Order; (c) for the calling and holding of the Meeting for the purpose ofCourt, among other things, considering the Arrangement Resolution; (d) that the requisite shareholder approval for the Arrangement Vasogen Resolution will shall be at least two-thirds of the votes cast with respect to the Vasogen Resolution by the Foremost Vasogen Shareholders present in person or represented by proxy at the Meeting and entitled to vote at the Vasogen Meeting (andthe “Required Vote”); (d) that, if requiredin all other respects, minority approval pursuant to Multilateral Instrument 61the terms, restrictions and conditions of the by-101 - Protection laws and articles of Minority Security Holders Vasogen, including quorum requirements and all other matters, shall apply in Special Transactions)respect of the Vasogen Meeting; (e) for the grant of the Dissent Rights only as provided contemplated in Section 3.1(a) and Article 5 of the Plan of Arrangement; (f) that the Meeting may be adjourned or postponed from time to time by Foremost, in accordance with the terms of this Agreement, without the need for additional approval of the Court; (g) for the notice requirements with respect to the presentation of the application to the Court for the a Final Order; (g) that the Vasogen Meeting may be adjourned or postponed from time to time by Vasogen in accordance with this Agreement without the need for additional approval of the Court; (h) that each Foremost Shareholder and any other affected Person will have the right record date for Vasogen Shareholders entitled to appear before the Court vote at the hearing Vasogen Meeting will not change in respect of the Court to approve the application for the Final Order so long as they enter a response within the prescribed time and in accordance with the procedures set out in the Interim Order; (i) that, subject to the foregoing and in all other respects, other than as ordered any adjournments or postponements unless required by the Court, for the Meeting to be called, held and conducted in accordance with the provisions of the BCBCA, the articles and bylaws of Foremost and the Interim Orderapplicable Law; and (ji) for such other matters as Foremost Vasogen or the IPC Companies may reasonably requirerequire subject to obtaining the prior consent of the other, such consent not to be unreasonably withheld or delayed.

Interim Order. The petition for UMG shall, by not later than November 21, 2019 or such later date as may be agreed to by Torque, apply to the Court in a manner acceptable to Torque, acting reasonably, pursuant to the ABCA and prepare, file and diligently pursue an application for the Interim Order will request that the Interim Order Order, which shall provide, among other things: (a) for notice to the classes class of Persons to whom notice is to be provided in respect of the Arrangement and the UMG Meeting and for in the manner in which such notice is to be provided; (b) confirmation of the Record Date for the purposes of determining the Foremost Shareholders entitled to receive notice of and vote at the Meeting in accordance with the Interim Order; (c) for the calling and holding of the Meeting for the purpose of, among other things, considering the Arrangement Resolution; (d) that the requisite shareholder approval for the Arrangement Resolution will shall be at least two-thirds of the votes cast on the Arrangement Resolution by the Foremost UMG Shareholders present in person or represented by proxy at the UMG Meeting and such that each UMG Shareholder is entitled to one vote at the Meeting (and, if required, minority approval for each UMG Share held or each UMG Share exercisable pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions)their UMG security held; (ec) that, in all other respects, the terms, restrictions and conditions of the articles of UMG, including quorum requirements and all other matters, shall apply in respect of the UMG Meeting; (d) for the grant of the Dissent Rights only as provided in Section 3.1(a) and Article 5 of the Plan of Arrangementto UMG Shareholders; (f) that the Meeting may be adjourned or postponed from time to time by Foremost, in accordance with the terms of this Agreement, without the need for additional approval of the Court; (ge) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (hf) that each Foremost Shareholder and any other affected Person will have the right UMG Meeting may be adjourned or postponed from time to appear before time by the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response within the prescribed time and in accordance with the procedures set out in the Interim Order; (i) thatUMG Board, subject to the foregoing and in all other respectsterms of this Agreement, other than as ordered by without the need for additional approval of the Court, for ; (g) that it is Torque’s intention to rely upon the Meeting Section 3(a)(10) Exemption from registration with respect to the issuance of the Torque Securities to be calledissued pursuant to the Arrangement, held and conducted in accordance with based on the provisions Court’s approval of the BCBCA, the articles and bylaws of Foremost and the Interim OrderArrangement; and (jh) for such other matters as Foremost Torque may reasonably require, subject to obtaining the prior consent of UMG, such consent not to be unreasonably withheld or delayed.

Interim Order. The petition for As soon as reasonably practicable following the execution of this Agreement, and in any event in sufficient time to hold the Orko Meeting in accordance with Section 2.3, Orko shall apply to the Court in a manner acceptable to First Majestic, acting reasonably, pursuant to the Business Corporations Act and prepare, file and diligently pursue an application for the Interim Order will request that the Interim Order Order, which shall provide, among other things: (a) for the classes class of Persons to whom notice is to be provided in respect of the Arrangement and the Orko Meeting and for the manner in which such notice is to be provided; (b) confirmation of the Record Date for the purposes of determining the Foremost Shareholders entitled to receive notice of and vote at the Meeting in accordance with the Interim Order; (c) for the calling and holding of the Meeting for the purpose of, among other things, considering the Arrangement Resolution; (d) that the requisite shareholder approval for the Arrangement Resolution will shall be at least two-thirds of the votes cast on the Arrangement Resolution by the Foremost Shareholders Orko Securityholders (voting together as a single class) present in person or represented by proxy at the Orko Meeting and such that each Orko Shareholder is entitled to one vote at the Meeting (and, if required, minority approval pursuant for each Orko Share held and each Orko Optionholder is entitled to Multilateral Instrument 61-101 - Protection one vote for each Orko Share issuable upon exercise of Minority Security Holders in Special Transactions)an Orko Option held by such Orko Optionholder; (ec) that, in all other respects, the terms, restrictions and conditions of the articles of Orko, including quorum requirements and all other matters, shall apply in respect of the Orko Meeting; (d) for the grant of the Dissent Rights only as provided in Section 3.1(a) and Article 5 of the Plan of ArrangementRights; (f) that the Meeting may be adjourned or postponed from time to time by Foremost, in accordance with the terms of this Agreement, without the need for additional approval of the Court; (ge) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (hf) that each Foremost Shareholder and any other affected Person will have the right Orko Meeting may be adjourned or postponed from time to appear before time by the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response within the prescribed time and in accordance with the procedures set out in the Interim Order; (i) thatOrko Board, subject to the foregoing and in all other respectsterms of this Agreement, other than as ordered by without the need for additional approval of the Court, for ; (g) that it is First Majestic’s intention to rely upon the Meeting exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Shares to be calledissued pursuant to the Arrangement, held and conducted in accordance with based on the provisions Court’s approval of the BCBCA, the articles and bylaws of Foremost and the Interim OrderArrangement; and (jh) for such other matters as Foremost First Majestic may reasonably require, subject to obtaining the prior consent of Orko, such consent not to be unreasonably withheld or delayed.

Interim Order. The petition notice of motion for the application for the Interim Order will referred to in Section 2.2(2) shall request that the Interim Order provide, among other things: (a1) for confirmation of the record date for the Special Meeting referred to in Section 2.2(3); (2) for the classes of Persons persons to whom notice is to be provided in respect of the Arrangement and the Special Meeting and for the manner in which such notice is to be provided; (b) confirmation of the Record Date for the purposes of determining the Foremost Shareholders entitled to receive notice of and vote at the Meeting in accordance with the Interim Order; (c) for the calling and holding of the Meeting for the purpose of, among other things, considering the Arrangement Resolution; (d3) that the requisite shareholder approval for the Arrangement Resolution will shall be at least two-thirds of the votes cast on the Arrangement Resolution by the Foremost Certicom Shareholders present in person or represented by proxy at the Meeting and entitled to vote at the Meeting (and, if required, minority approval pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions)Meeting; (e4) that, in all other respects, the terms, restrictions and conditions of the Charter Documents of the Company, including quorum requirements and all other matters, shall apply in respect of the Special Meeting; (5) for the grant of the Dissent Rights only as provided in Section 3.1(a) and Article 5 of the Plan of ArrangementRights; (f) that the Meeting may be adjourned or postponed from time to time by Foremost, in accordance with the terms of this Agreement, without the need for additional approval of the Court; (g6) for the notice requirements with respect to the presentation making of the application to the Court for the Final Order; (h) that each Foremost Shareholder and any other affected Person will have the right to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response within the prescribed time and in accordance with the procedures set out in the Interim Order; (i) that, subject to the foregoing and in all other respects, other than as ordered by the Court, for the Meeting to be called, held and conducted in accordance with the provisions of the BCBCA, the articles and bylaws of Foremost and the Interim Order; and (j7) for such other matters as Foremost the Acquiror may reasonably requirerequire subject to obtaining the prior consent of the Company, such consent not to be unreasonably withheld or delayed; and (8) that the Special Meeting may be adjourned or postponed from time to time by the Company in accordance with this Arrangement Agreement without the need for additional approval by the Court. In the event that the Court does not issue the Interim Order as set forth herein, the Acquiror will agree to effect the transactions contemplated herein by way of a take-over bid and to enter into a support agreement with Certicom in support thereof, having the same terms, to the extent applicable, as this Arrangement Agreement.

Interim Order. The petition for As soon as reasonably practicable following the execution of this Agreement, and in any event in sufficient time to hold the Primero Shareholder Meeting in accordance with Section 2.3, Primero shall apply to the Court in a manner acceptable to First Majestic, acting reasonably, pursuant to the Business Corporations Act and prepare, file and diligently pursue an application for the Interim Order will request that the Interim Order Order, which shall provide, among other things: (a) for the classes class of Persons to whom notice is to be provided in respect of the Arrangement and the Primero Shareholder Meeting and for the manner in which such notice is to be provided; (b) confirmation of the Record Date for the purposes of determining the Foremost Shareholders entitled to receive notice of and vote at the Meeting in accordance with the Interim Order; (c) for the calling and holding of the Meeting for the purpose of, among other things, considering the Arrangement Resolution; (d) that the requisite shareholder approval for the Arrangement Resolution will shall be at least two-thirds of the votes cast on the Arrangement Resolution by the Foremost Primero Shareholders present in person or represented by proxy at the Primero Shareholder Meeting and entitled to vote at the Meeting (and, if requiredrequired by MI 61-101, minority approval pursuant to Multilateral Instrument in accordance with MI 61-101 - Protection of Minority Security Holders in Special Transactions(the “Primero Shareholder Approval”); (ec) that, in all other respects, the terms, restrictions and conditions of the articles of Primero, including quorum requirements and all other matters, shall apply in respect of the Primero Shareholder Meeting; (d) for the grant of the Dissent Rights only as provided in Section 3.1(a) and Article 5 of the Plan of ArrangementRights; (f) that the Meeting may be adjourned or postponed from time to time by Foremost, in accordance with the terms of this Agreement, without the need for additional approval of the Court; (ge) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (hf) that each Foremost the Primero Shareholder and any other affected Person will have Meeting may be adjourned or postponed from time to time by the right to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response within the prescribed time and in accordance with the procedures set out in the Interim Order; (i) thatPrimero Board, subject to the foregoing and in all other respectsterms of this Agreement, other than as ordered by without the need for additional approval of the Court, for the Meeting to be called, held and conducted in accordance with the provisions of the BCBCA, the articles and bylaws of Foremost and the Interim Order; and (jg) for such other matters as Foremost First Majestic or Primero may reasonably require, subject to obtaining the prior consent of the other Party, such consent not to be unreasonably withheld or delayed.

Interim Order. The petition for As soon as reasonably practicable following the execution of this Agreement, and in any event in sufficient time to hold the HSE Meeting in accordance with Section 2.3, HSE shall apply to the Court in a manner acceptable to DXP and Acquiror, each acting reasonably, and prepare, file and diligently pursue an application for the Interim Order will request that the Interim Order Order, which shall provide, among other things: (a) for the classes class of Persons to whom notice is to be provided in respect of the Arrangement and the HSE Meeting and for the manner in which such notice is to be provided; (b) for confirmation of the Record Date record date for the purposes of determining the Foremost Shareholders entitled HSE Meeting referred to receive notice of and vote at the Meeting in accordance with the Interim OrderSection 2.3(a); (c) that the requisite approval for the calling and holding Arrangement Resolution shall be 662/3% of the Meeting for the purpose of, among other things, considering votes cast on the Arrangement ResolutionResolution by all of the HSE Shareholders present in person or by proxy at the HSE Meeting and voting as a single class (the “HSE Shareholder Approval”); (d) that that, in all other respects, the requisite shareholder approval for the Arrangement Resolution will be at least two-thirds terms, conditions and restrictions of the votes cast HSE constating documents, including quorum requirements and other matters, shall apply in respect of the HSE Meeting except as modified by the Foremost Shareholders present in person or represented by proxy at the Meeting and entitled to vote at the Meeting (and, if required, minority approval pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions)Interim Order; (e) for the grant of Dissent Rights only as provided in Section 3.1(a) and Article 5 of to the Plan of ArrangementHSE Shareholders who are registered HSE Shareholders; (f) that the Meeting may be adjourned or postponed from time to time by Foremost, in accordance with the terms of this Agreement, without the need for additional approval of the Court; (g) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (hg) that each Foremost Shareholder and any other affected Person will have the right HSE Meeting may be adjourned or postponed from time to appear before time by management of HSE subject to the Court at terms of this Agreement without the hearing need for additional approval of the Court to approve the application for the Final Order so long as they enter a response within the prescribed time and in accordance with the procedures set out in the Interim OrderCourt; (ih) that, subject provided that it is agreeable to the foregoing and in all other respects, other than as ordered by the Court, that the record date for HSE Shareholders entitled to notice of and to vote at the HSE Meeting to be called, held and conducted will not change in accordance with the provisions respect of any adjournment(s) or postponement of the BCBCA, the articles and bylaws of Foremost and the Interim OrderHSE Meeting; and (ji) for such other matters as Foremost DXP and Acquiror may reasonably require, subject to obtaining the prior consent of HSE, such consent not to be unreasonably withheld or delayed.

Interim Order. The petition notice of motion for the application motion for the Interim Order will referred to in Section 2.2(a) shall request that the Interim Order provide, among other things: (a) for confirmation of the record date for the Special Meeting; (b) for the classes of Persons persons to whom notice is to be provided in respect of the Arrangement and the Special Meeting and for the manner in which such notice is to be provided; (b) confirmation of the Record Date for the purposes of determining the Foremost Shareholders entitled to receive notice of and vote at the Meeting in accordance with the Interim Order; (c) for the calling and holding grant of the Meeting for the purpose of, among other things, considering the Arrangement ResolutionDissent Rights; (d) that the requisite shareholder approval for the Arrangement Resolution will shall be at least not less than either: (i) two-thirds of the votes cast on the Arrangement Resolution by Company Shareholders holding Company Common Shares present in person or by proxy at the Foremost Special Meeting at which the requisite quorum of Company Shareholders is present in person or represented by proxy at proxy; or (ii) all of the Meeting and entitled to vote at the Meeting (and, if required, minority approval Company Shareholders pursuant to Multilateral Instrument 61-101 - Protection a written resolution in lieu of Minority Security Holders in the Special Transactions)Meeting; (e) for that, other than Holdco Approvals (which have already been obtained), no further approvals shall be required to be obtained from the grant shareholders of Dissent Rights only as provided in Section 3.1(a) and Article 5 each of the Plan of Holdcos with respect to the Arrangement; (f) that the Meeting may be adjourned or postponed from time to time by Foremostthat, in accordance with all other respects, the terms of this Agreementterms, without the need for additional approval restrictions and conditions of the CourtCompany Articles and Bylaws, including quorum requirements and all other matters, shall apply in respect of the Special Meeting; (g) for the notice requirements with respect to the presentation making of the application to the Court for the Final Order; (h) that each Foremost Shareholder and any for such other affected Person will have matters as Parent may reasonably require subject to obtaining the right to appear before the Court at the hearing prior consent of the Court Company, such consent not to approve the application for the Final Order so long as they enter a response within the prescribed time and in accordance with the procedures set out in the Interim Order;be unreasonably withheld or delayed; and (i) that, subject with the prior written consent of Parent, the Special Meeting may be adjourned or postponed from time to time by the foregoing and Company in all other respects, other than as ordered accordance with this Agreement without the need for additional approval by the Court, for the Meeting to be called, held and conducted in accordance with the provisions of the BCBCA, the articles and bylaws of Foremost and the Interim Order; and (j) for such other matters as Foremost may reasonably require.

Interim Order. The petition for the application for the Interim Order will request that the Interim Order sought by AMB shall provide, among other things, that for the purpose of the AMB Meeting: (a) for the classes class of Persons to whom notice is to be provided in respect of the Arrangement and the AMB Meeting and for the manner in which such notice is to be provided; (b) for confirmation of the Record Date record date for the purposes of determining the Foremost Shareholders entitled to receive notice of and vote at the Meeting in accordance with the Interim OrderAMB Meeting; (c) for the calling and holding of the Meeting for the purpose of, among other things, considering the Arrangement Resolution; (d) that the requisite shareholder approval for the Arrangement Resolution will shall be at least two-thirds of the votes cast on the Arrangement Resolution by the Foremost AMB Shareholders present in person or represented by proxy at the AMB Meeting and entitled voting as a single class (the "AMB Shareholder Approval"), with each AMB Share entitling the holder thereof to one vote at thereon; (d) that, in all other respects, the Meeting (andterms, if requiredconditions and restrictions of the AMB constating documents, minority approval pursuant to Multilateral Instrument 61-101 - Protection including quorum requirements and other matters, shall apply in respect of Minority Security Holders in Special Transactions)the AMB Meeting; (e) for the grant of Dissent Rights only as provided in Section 3.1(a) to the AMB Shareholders who are registered AMB Shareholders and Article 5 from whom written objection to the Arrangement Resolution is received by AMB not later than 5:00 p.m. on the date which is two Business Days prior to the date of the Plan of ArrangementAMB Meeting; (f) that the Meeting may be adjourned or postponed from time to time by Foremost, in accordance with the terms of this Agreement, without the need for additional approval of the Court; (g) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (g) that it is AMB'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 the RH Shares, the Replacement Options and the Replacement Warrants to be issued pursuant to the Arrangement, based on the Court's approval of the Arrangement; (h) that each Foremost Shareholder and any other affected Person will have the right AMB Meeting may be adjourned or postponed from time to appear before time by the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response within the prescribed time and in accordance with the procedures set out in the Interim Order; (i) thatAMB Board, subject to the foregoing and in all other respectsterms of this Agreement, other than as ordered by without the need for additional approval of the Court, for the Meeting to be called, held and conducted in accordance with the provisions of the BCBCA, the articles and bylaws of Foremost and the Interim Order; and (ji) for such other matters as Foremost AMB or RH may reasonably require.

Interim Order. The Parties agree that the petition for the application for the Interim Order referred to in Section 2.2(b) will request that the Interim Order provide, among other things: (a) for the date on which the Tranzeo Meeting will be set; (b) that the Tranzeo Shareholders, Tranzeo Optionholders and Tranzeo Warrantholders will be the only classes of Persons to whom notice is to be provided in respect of the Arrangement and the Tranzeo Meeting and for the manner in which such notice is to be provided; (b) confirmation of the Record Date for the purposes of determining the Foremost Shareholders entitled to receive notice of and vote at the Meeting in accordance with the Interim Order; (c) for the calling and holding of the Meeting for the purpose of, among other things, considering the Arrangement Resolution; (d) that the requisite shareholder approval for the Arrangement Resolution will be at least two-thirds of the votes cast by the Foremost Shareholders present in person or represented by proxy at the Meeting and entitled to vote at the Meeting (and, if required, minority approval pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions); (e) for the grant of Dissent Rights only as provided in Section 3.1(a) and Article 5 of the Plan of Arrangement; (f) that the Tranzeo Meeting may be adjourned or postponed from time to time by Foremost, in accordance with the terms management of this Agreement, Tranzeo without the need for additional approval of the Court; (d) that the record date for Tranzeo Shareholders entitled to notice of and to vote at, the Tranzeo Meeting will not change in respect of adjournments of the Tranzeo Meeting; (e) that the requisite approval (the “Tranzeo Shareholder Arrangement Approval”) for the Arrangement Resolution will be a special resolution approved by at least two-thirds (2/3) of the votes cast on the Arrangement Resolution by the Tranzeo Shareholders, in each case present in person or represented by proxy at the Tranzeo Meeting and entitled to vote thereat; (f) that, in all other respects, the terms, restrictions and conditions of the bylaws and articles of Tranzeo, including quorum requirements and all other matters, will apply in respect of the Tranzeo Meeting; (g) for the grant of the Tranzeo Dissent Rights; and (h) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (h) that each Foremost Shareholder and any other affected Person will have the right to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response within the prescribed time and in accordance with the procedures set out in the Interim Order; (i) that, subject to the foregoing and in all other respects, other than as ordered by the Court, for the Meeting to be called, held and conducted in accordance with the provisions of the BCBCA, the articles and bylaws of Foremost and the Interim Order; and (j) for such other matters as Foremost may reasonably require.

Interim Order. The petition for As soon as reasonably practicable following the execution of this Agreement, and in any event in sufficient time to hold the Primero Shareholder Meeting in accordance with Section 2.3, Primero shall apply to the Court in a manner acceptable to First Majestic, acting reasonably, pursuant to the Business Corporations Act and prepare, file and diligently pursue an application for the Interim Order will request that the Interim Order Order, which shall provide, among other things: (a) for the classes class of Persons to whom notice is to be provided in respect of the Arrangement and the Primero Shareholder Meeting and for the manner in which such notice is to be provided; (b) confirmation of the Record Date for the purposes of determining the Foremost Shareholders entitled to receive notice of and vote at the Meeting in accordance with the Interim Order; (c) for the calling and holding of the Meeting for the purpose of, among other things, considering the Arrangement Resolution; (d) that the requisite shareholder approval for the Arrangement Resolution will shall be at least two-thirds of the votes cast on the Arrangement Resolution by the Foremost Primero Shareholders present in person or represented by proxy at the Primero Shareholder Meeting and entitled to vote at the Meeting (and, if requiredrequired by MI 61-101, minority approval pursuant to Multilateral Instrument in accordance with MI 61-101 - Protection of Minority Security Holders in Special Transactions(the “Primero Shareholder Approval); (ec) that, in all other respects, the terms, restrictions and conditions of the articles of Primero, including quorum requirements and all other matters, shall apply in respect of the Primero Shareholder Meeting; (d) for the grant of the Dissent Rights only as provided in Section 3.1(a) and Article 5 of the Plan of ArrangementRights; (f) that the Meeting may be adjourned or postponed from time to time by Foremost, in accordance with the terms of this Agreement, without the need for additional approval of the Court; (ge) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (hf) that each Foremost the Primero Shareholder and any other affected Person will have Meeting may be adjourned or postponed from time to time by the right to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response within the prescribed time and in accordance with the procedures set out in the Interim Order; (i) thatPrimero Board, subject to the foregoing and in all other respectsterms of this Agreement, other than as ordered by without the need for additional approval of the Court, for the Meeting to be called, held and conducted in accordance with the provisions of the BCBCA, the articles and bylaws of Foremost and the Interim Order; and (jg) for such other matters as Foremost First Majestic or Primero may reasonably require, subject to obtaining the prior consent of the other Party, such consent not to be unreasonably withheld or delayed.

Interim Order. The petition for the notice of originating application for the Interim Order will referred to in Section 2.2(a) shall request that the Interim Order provide, among other things: (a) for the calling and holding of the SMART Meeting, including the confirmation of the Record Date for determining the classes of Persons persons to whom notice is to be provided in respect of the Arrangement and the SMART Meeting and for the manner in which such notice is to be provided; (b) confirmation of that the Record Date for the purposes of determining the Foremost SMART Shareholders shall be entitled to receive notice of and vote at with respect to the Meeting in accordance Arrangement Resolution, with the Interim Ordereach SMART Shareholder being entitled to one vote for each Common Share held; (c) for that, subject to the calling and holding approval of the Meeting for the purpose ofCourt, among other things, considering the Arrangement Resolution; (d) that the requisite shareholder approval for the Arrangement Resolution will by the Voting Securityholders shall be at least two-thirds 66 2/3% of the votes cast on the Arrangement Resolution by the Foremost Shareholders Voting Securityholders present in person or represented by proxy at the Meeting and entitled to vote at the SMART Meeting (andthe “Securityholders’ Vote”); (d) that the terms, if requiredrestrictions and conditions of SMART’s Organizational Documents, minority approval pursuant to Multilateral Instrument 61-101 - Protection including quorum requirements and all other matters, shall apply in respect of Minority Security Holders in Special Transactions)the SMART Meeting; (e) for the grant of the Dissent Rights only as provided to registered SMART Shareholders in Section 3.1(a) and Article 5 of the manner contemplated in the Plan of Arrangement; (f) that the Meeting may be adjourned or postponed from time to time by Foremost, in accordance with the terms of this Agreement, without the need for additional approval of the Court; (g) for the notice requirements with respect to the presentation of the application to the Court for the a Final Order; (hg) that each Foremost Shareholder and any other affected Person will have the right SMART Meeting may be adjourned or postponed from time to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response within the prescribed time and in accordance with this Agreement without the procedures set out in the Interim Order; (i) that, subject to the foregoing and in all other respects, other than as ordered need for additional approval by the Court, for the Meeting to be called, held and conducted in accordance with the provisions of the BCBCA, the articles and bylaws of Foremost and the Interim Order; and (jh) for such other matters as Foremost AcquisitionCo or the Purchaser may reasonably require, subject to the prior written consent of SMART, such consent not be unreasonably withheld or delayed.

Interim Order. The petition As soon as is reasonably practicable after the date of execution of this Agreement, the Company shall apply to the Court for and, in cooperation with the application for the Parent, prepare, file and diligently pursue an Interim Order will request that the Interim Order Order, which shall provide, among other things: (a) for the classes class of Persons to whom notice is to be provided in respect of the Arrangement and for the Company Meeting and for the manner in which such notice is to be provided; (b) confirmation that the only requisite approval required for the Arrangement Resolution shall be 75% of the Record Date for votes cast, in Person or by proxy, on the purposes of determining Arrangement Resolution by the Foremost Shareholders entitled to receive notice of and vote the Optionholders at the Company Meeting in accordance with (the Interim Order“Shareholder Approval”); (c) for the calling and holding of the Meeting for the purpose of, among other things, considering the Arrangement Resolution; (d) that the requisite shareholder approval for the Arrangement Resolution will be at least two-thirds of the votes cast by the Foremost Shareholders present in person or represented by proxy at the Meeting and entitled to vote at the Meeting (and, if required, minority approval pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions); (e) for the grant of Dissent Rights only to the Shareholders and, if required by Applicable Laws, the Optionholders who are registered holders of Shares or Options as provided contemplated in Section 3.1(a) and Article 5 of the Plan of Arrangement; (fd) that the Meeting may be adjourned or postponed from time to time by Foremostthat, in accordance with all other respects, the terms of this Agreementterms, without the need for additional approval restrictions and conditions of the CourtArticles of the Company, including the quorum requirement and other matters, shall apply in respect of the Company Meeting; (ge) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (hf) that each Foremost Shareholder and any other affected Person will have the right to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response within the prescribed time and in accordance with the procedures set out in the Interim Order; (i) thatCompany Meeting, subject to the foregoing and in all other respectsterms of this Agreement, other than as ordered may be adjourned or postponed from time to time by the Court, Company without the need for the Meeting to be called, held and conducted in accordance with the provisions any additional approval of the BCBCA, the articles and bylaws of Foremost and the Interim OrderCourt; and (jg) that the record date for such other matters as Foremost may reasonably requirethe Shareholders and the Optionholders entitled to notice of, and to vote at, the Company Meeting will not change in respect of any postponement or adjournment of the Company Meeting.

Interim Order. The petition for application referred to in Section 2.2(a) shall, unless the application for Company and the Interim Order will Purchaser otherwise agree, include a request that the Interim Order provide, among other things: (a) for the classes class 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; (b) confirmation of that the Record Date record date for the purposes of determining the Foremost Shareholders entitled to receive notice of and to vote at the Company Meeting will not change in accordance with respect of or as a consequence of any adjournment or postponement of the Company Meeting; (c) that the requisite approval for the Arrangement Resolution shall be 662/3% of the votes cast on the Arrangement Resolution by the Shareholders present in person or by proxy at the Company Meeting voting together as a single class, and, if required by applicable Laws, a majority of the votes cast by Shareholders present in person or by proxy at the Company Meeting, excluding for this purpose votes attached to Company Shares required to be excluded pursuant to MI 61-101 or as modified by the Interim Order; (c) for the calling and holding of the Meeting for the purpose of, among other things, considering the Arrangement Resolution; (d) that the requisite shareholder approval for the Arrangement Resolution will be at least two-thirds of the votes cast by the Foremost Shareholders present in person or represented by proxy at the Meeting and entitled to vote at the Meeting (and, if required, minority approval pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions); (e) for the grant of Dissent Rights only as provided set forth in Section 3.1(a) and Article 5 of the Plan of Arrangement; (f) that the Meeting may be adjourned or postponed from time to time by Foremost, in accordance with the terms of this Agreement, without the need for additional approval of the Court; (ge) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (hf) that each Foremost Shareholder and any other affected Person will have the right Company Meeting may be adjourned or postponed from time to appear before the Court at the hearing time by management of the Court to approve the application for the Final Order so long as they enter a response within the prescribed time and in accordance with the procedures set out in the Interim Order; (i) thatCompany, subject to the foregoing and in all other respectsterms of this Agreement, other than as ordered by without the need for additional approval of the Court, for ; (g) subject to the Meeting consent of the Company (such consent not to be calledunreasonably withheld or delayed), held and conducted in accordance with the provisions of the BCBCA, the articles and bylaws of Foremost and shall also include a request that the Interim Order; and (j) Order provide for such other matters as Foremost the Purchaser may reasonably require; and (h) that the transactions contemplated by the Arrangement shall be exempt from the application of the Bulk Sales Act (Ontario).

Interim Order. The petition notice of motion for the application for the Interim Order will referred to in Section 2.2(a) shall request that the Interim Order provide, among other things: (a) for that the classes class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Etruscan Meeting shall be the Etruscan Shareholders and for the manner in which that such notice is to be providedprovided to the Etruscan Shareholders in a manner consistent with the NSCA and NI 54-101; (b) confirmation of the Record Date for the purposes of determining the Foremost Shareholders entitled to receive notice of and vote at the Meeting in accordance with the Interim Order; (c) for the calling and holding of the Meeting for the purpose of, among other things, considering the Arrangement Resolution; (d) that the requisite shareholder approval for the Arrangement Resolution will shall be at least two-thirds by (i) three quarters of the votes cast on the Arrangement Resolution by Etruscan Shareholders present in person or by proxy at the Foremost Etruscan Meeting, voting as a single class; and (ii) a majority of the votes cast on the Arrangement Resolution by Etruscan Shareholders present in person or represented by proxy at the Etruscan Meeting and entitled to vote at in accordance with the Meeting (and, if required, minority approval pursuant to Multilateral Instrument requirements of MI 61-101 - Protection of Minority Security Holders in Special Transactions)101; (ec) that, in all other respects, the terms, restrictions and conditions of the constating documents of Etruscan, including quorum requirements and all other matters, shall apply in respect of the Etruscan Meeting; (d) for the grant of the Dissent Rights only as provided in Section 3.1(a) and Article 5 of the Plan of ArrangementRights; (f) that the Meeting may be adjourned or postponed from time to time by Foremost, in accordance with the terms of this Agreement, without the need for additional approval of the Court; (ge) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (hf) that each Foremost Shareholder and any other affected Person will have the right Etruscan Meeting may be adjourned or postponed from time to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response within the prescribed time and by Etruscan in accordance with the procedures set out in terms of this Agreement without the Interim Order; (i) that, subject to the foregoing and in all other respects, other than as ordered by need for additional approval of the Court, for the Meeting to be called, held and conducted in accordance with the provisions of the BCBCA, the articles and bylaws of Foremost and the Interim Order; and (jg) that the record date for such other matters as Foremost may reasonably requireEtruscan Shareholders entitled to vote at the Etruscan Meeting shall not change in respect of any adjournment(s) or postponement(s) of the Etruscan Meeting, unless required by applicable Law.