Common use of Interim Order Clause in Contracts

Interim Order. As soon as reasonably practicable after the date of this Agreement, but in any event on or before May 30, 2019, the Company shall apply in a manner reasonably acceptable to the Buyer pursuant to Section 292 of the BCBCA and, in co-operation with the Buyer, prepare, file and diligently pursue an application for the Interim Order which shall provide, among other things: (a) for the 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; (b) that the required level of approval for the Arrangement Resolution shall be two thirds of the votes cast on the Arrangement Resolution by Company Shareholders present in person or by proxy at the Company Meeting (such that each Company Shareholder is entitled to one vote for each Company Share held); (c) that the Company Meeting may be adjourned or postponed from time to time in accordance with this Agreement without the need for additional approval by the Court; (d) that the record date for Company Shareholders entitled to notice of and to vote at the Company Meeting will not change as a result of any adjournments of the Company Meeting, unless required by applicable Laws; (e) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions of the constating documents of the Company, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; (f) for the grant of the Dissent Rights to registered Company Shareholders as set forth in the Plan of Arrangement; (g) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (h) that it is Buyer’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 Buyer Shares pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (i) for such other matters as Buyer may reasonably require, subject to the consent of the Company, acting reasonably.

Interim Order. As soon as reasonably practicable after the date of this AgreementThe application referred to in Section 2.2(b) shall, but in any event on or before May 30, 2019, unless the Company shall apply in and the Purchaser otherwise agree, include a manner reasonably acceptable to the Buyer pursuant to Section 292 of the BCBCA and, in co-operation with the Buyer, prepare, file and diligently pursue an application for request that the Interim Order which shall provide, among other things: (a) for the 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) that confirmation of the required level of approval record date for the Arrangement Resolution shall be two thirds purposes of determining the votes cast on the Arrangement Resolution by Company Shareholders present in person or by proxy entitled to receive notice of and vote at the Company Meeting (such that each which date shall be fixed and published by the Company Shareholder is entitled to one vote for each Company Share heldin consultation with the Purchaser); (c) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval by the CourtCourt and without the necessity of first convening the Company Meeting or first obtaining any vote of the Company Shareholders respecting the adjournment or postponement, and notice of any such adjournment or postponement shall be given by such method as the Company Board may determine is appropriate in the circumstances; (d) that the record date for the Company Shareholders entitled to receive notice of and to vote at the Company Meeting will not change in respect of or as a result consequence of any adjournments adjournment or postponement of the Company Meeting, unless required by applicable LawsLaw; (e) thatthat the requisite and sole approval of the Arrangement Resolution will be: (i) 66⅔% of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting, and (ii) if required, a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting, excluding for the purposes of (ii) the votes for Company Shares held or controlled by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101 (the “Company Shareholder Approval”); (f) that in all other respects, other than as ordered by the Court, the terms, conditions and restrictions and conditions of the constating documents of the Company’s constating documents, including quorum requirements and all other matters, matters shall apply in with respect of to the Company Meeting; (fg) that the Parties intend to rely upon the exemption from registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereunder, subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to Company Shareholders and Company Optionholders who are entitled to receive Purchaser Shares and Replacement Options, as applicable, pursuant to the Arrangement; (h) for the grant of the Dissent Rights to registered the Company Shareholders who are registered holders of Company Shares as set forth contemplated in the Plan of Arrangement;; and (gi) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (h) that it is Buyer’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 Buyer Shares pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (i) for such other matters as Buyer may reasonably require, subject to the consent of the Company, acting reasonablyCompany (such consent not to be unreasonably withheld or delayed) the Company shall also request that the Interim Order provide for such other matters as the Purchaser may reasonably require.

Interim Order. As soon promptly as reasonably practicable after following the date execution of this Agreement, but in any event on or before May 30no later than August 8, 20192023, the Company shall apply to the Court in a manner reasonably acceptable to the Buyer Hudbay, acting reasonably, pursuant to Section 292 section 182 of the BCBCA andOBCA, in co-operation with the Buyer, and prepare, file and diligently pursue an application for the Interim Order Order, which shall provide, among other things: (a) for the class class(es) 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; (b) that for confirmation of the required level of approval record date for the Arrangement Resolution shall be two thirds purposes of determining the votes cast on the Arrangement Resolution by Company Shareholders present in person or by proxy entitled to notice of and to vote at the Company Meeting (such that each Company Shareholder is entitled to one vote for each Company Share held)in accordance with the Interim Order; (c) that the Company Meeting may be adjourned or postponed from time to time in accordance with this Agreement without the need for additional approval by the Court; (d) that the record date for Company Shareholders entitled to notice of and to vote at the Company Meeting will not change as a result of any adjournments adjournment(s) or postponement(s) of the Company Meeting unless required by the Court or by Law; (d) that the Company Meeting may be held as a virtual or hybrid meeting, and that Company Shareholders that participate in the Company Meeting through virtual means, if applicable, will be deemed to be present at the Company Meeting; (e) that the requisite approval for the Arrangement Resolution shall be: (i) 66⅔% of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or by proxy at the Company Meeting and voting as a single class; and (ii) to the extent required by MI 61-101, a majority of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or represented by proxy at the Company Meeting, unless voting as a single class, excluding for this purpose the votes required to be excluded by applicable LawsMI 61-101; (ef) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions and conditions of the constating documents of the Company's constating documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting, unless otherwise ordered by the Court; (fg) for the grant of the Dissent Rights to the Company Shareholders who are registered Company Shareholders Shareholders, as set forth contemplated in the Plan of Arrangement; (gh) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (hi) that it is Buyer’s intention the Company Meeting may be adjourned or postponed from time to time by the Company Board subject to the terms of this Agreement or as otherwise agreed to in writing by the Parties without the need for additional approval of the Court; (j) that the Parties intend to rely upon on the exemption from registration provided by Section section 3(a)(10) of the U.S. Securities Act with respect to for the issuance of the Buyer Consideration Shares pursuant to the Plan of Arrangement and the Replacement Warrants resulting in accordance with the terms of the Company Warrants upon the effectiveness of the Arrangement, based on subject to and conditioned upon the Court’s 's approval of the ArrangementArrangement and determination following a hearing that the Arrangement is substantively and procedurally fair and reasonable to each Person to whom Consideration Shares will be issued and each holder of Company Warrants; and (ik) for such other matters as Buyer Hudbay may reasonably require, subject to obtaining the prior consent of the Company, acting reasonablysuch consent not to be unreasonably withheld or delayed.

Interim Order. As soon as reasonably practicable after the date of this AgreementThe application referred to in Section 2.2(b) shall, but in any event on or before May 30, 2019, unless the Company shall apply in and the Purchaser otherwise agree, include a manner reasonably acceptable to the Buyer pursuant to Section 292 of the BCBCA and, in co-operation with the Buyer, prepare, file and diligently pursue an application for request that the Interim Order which shall provide, among other things: (a) for the 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) that confirmation of the required level of approval record date for the Arrangement Resolution shall be two thirds purposes of determining the votes cast on the Arrangement Resolution by Company Shareholders present in person or by proxy entitled to receive notice of and vote at the Company Meeting (such that each which date shall be fixed and published by the Company Shareholder is entitled to one vote for each Company Share heldin consultation with the Purchaser); (c) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval by the CourtCourt and without the necessity of first convening the Company Meeting or first obtaining any vote of the Company Shareholders respecting the adjournment or postponement, and notice of any such adjournment or postponement shall be given by such method as the Company Board may determine is appropriate in the circumstances; (d) that the record date for the Company Shareholders entitled to receive notice of and to vote at the Company Meeting will not change in respect of or as a result consequence of any adjournments adjournment or postponement of the Company Meeting, unless required by applicable LawsLaw; (e) thatthat the requisite and sole approval of the Arrangement Resolution will be: (i) 66⅔% of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting, and (ii) if required, a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting, excluding for the purposes of (ii) the votes for Company Shares held or controlled by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101; (f) that in all other respects, other than as ordered by the Court, the terms, conditions and restrictions and conditions of the constating documents of the Company’s constating documents, including quorum requirements and all other matters, matters shall apply in with respect of to the Company Meeting; (fg) that the Parties intend to rely upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof for the issuance of the Consideration Shares to the Company Shareholders (including, for clarity, any Company RSU Holders whose Company RSUs vest and settle for Company Shares at the Effective Time) in exchange for their Company Shares, and the issuance of the Replacement Options to Company Optionholders in exchange for their Company Options, pursuant to the Arrangement, subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to Company Shareholders who are entitled to receive Consideration Shares and to Company Optionholders who are entitled to receive Replacement Options pursuant to the Arrangement and based on the Court’s approval of the Arrangement; (h) for the grant of the Dissent Rights to registered the Company Shareholders who are registered holders of Company Shares as set forth contemplated in the Plan of Arrangement; (gi) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (h) that it is Buyer’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 Buyer Shares pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (ij) that each Company Securityholder and any other affected person shall have the right to appear before the Court at the hearing of the Court to approve the application for such other matters the Final Order so long as Buyer may reasonably requirethey enter a response by the time stipulated in the Interim Order; and, subject to the consent of the Company, acting reasonablyCompany (such consent not to be unreasonably withheld or delayed) the Company shall also request that the Interim Order provide for such other matters as the Purchaser may reasonably require.

Interim Order. As soon as reasonably practicable after the date of this Agreement, but in any event on or before May 30June 22, 20192017, the Company shall apply in a manner reasonably acceptable to the Buyer Purchaser pursuant to Section 292 192 of the BCBCA CBCA and, in co-operation cooperation with the BuyerPurchaser, prepare, file and diligently pursue an application a motion for the Interim Order Order, which shall must provide, among other things: (a) for the class persons and 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; (b) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be two thirds be: (i) 662/3% of the votes cast on the Arrangement Resolution by Company Shareholders present in person or by proxy at the Company Meeting Meeting; and (such that each Company Shareholder is entitled ii) “majority of the minority” approval, if required pursuant to one vote for each Company Share held)MI 61-101; (c) that the Company Meeting may be adjourned or postponed from time to time in accordance with this Agreement without the need for additional approval by the Court; (d) that the record date for Company Shareholders entitled to notice of and to vote at the Company Meeting will not change as a result of any adjournments of the Company Meeting, unless required by applicable Laws; (e) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions of the constating documents of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; (fd) for the grant of the Dissent Rights to those Company Shareholders who are registered Company Shareholders as set forth contemplated in the Plan of Arrangement; (ge) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (g) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (h) that it is Buyer’s intention the record date for the Company 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 Canadian Securities Law; (i) that the Purchaser intends to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act Act, subject to and conditioned on the Court’s determination that the terms and conditions of the Arrangement are substantively and procedurally fair to the Company Shareholders with respect to the issuance of the Buyer Consideration Shares in exchange for Company Common Shares pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and. (ij) for such other matters as Buyer the Purchaser may reasonably require, subject to obtaining the prior consent of the Company, acting reasonablysuch consent not to be unreasonably withheld or delayed.

Interim Order. As soon as reasonably practicable after the date of this Agreement, but and in any event at such time so as to permit the Company Meeting to be held on or before May 30, 2019the date specified in Section 2.06, the Company shall apply in a manner reasonably acceptable to the Buyer pursuant to Section 292 section 192 of the BCBCA CBCA and, in co-operation with the BuyerParent, prepare, file and diligently pursue an application for the Interim Order which shall provide, among other things: (a) for the 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; (b) that the required level of approval for the Arrangement Resolution shall be two thirds be: (i) not less than 66 2/3% of the votes cast on the Arrangement Resolution by Company Shareholders present in person or by proxy at the Company Meeting voting together as a single class; and (ii) such that each Company Shareholder other approval, if any, as is entitled to one vote for each Company Share held)required by MI 61-101; (c) that the Company Meeting may be held in-person or be an entirely virtual meeting or hybrid meeting whereby Company Shareholders may join virtually; (d) that the Company Meeting may be adjourned or postponed from time to time in accordance with this Agreement without the need for additional approval by the Court, and without the need to first convene the Company Meeting or first obtain any vote of the Company Shareholders respecting the adjournment or postponement; (de) that the record date for Company Shareholders entitled to notice of and to vote at the Company Meeting will not change as a result of any adjournments of the Company Meeting, Meeting unless required by applicable Laws; (ef) that the deadline for submission of proxies by the Company Shareholders for the Company Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Halifax, Nova Scotia and Toronto, Ontario) prior to the Company Meeting, subject to waiver by the Company in accordance with the terms of this Agreement; (g) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions of the constating documents of the Company, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; (fh) for the grant of the Dissent Rights to registered Company Shareholders as set forth in the Plan of Arrangement; (gi) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (hj) for such other matters as either of the Parties may reasonably require, subject to obtaining the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned or delayed; and (k) that it is Buyer’s the intention of the Parties to rely rely, by virtue of the Final Order, upon the exemption from registration provided by Section 3(a)(10) of the U.S. Exemption and any exemption available under applicable Securities Act Laws, with respect to the issuance of the Buyer Consideration Shares to be issued pursuant to the ArrangementArrangement to the Company Shareholders in the United States, based on the Court’s 's approval of the Arrangement; and (i) for such other matters as Buyer may reasonably require, subject to the consent of the Company, acting reasonably.

Interim Order. (1) As soon as reasonably practicable after the date of this Agreement, but in any event on or before May 30October 5, 20192021, the Company shall apply to the Court in a manner reasonably acceptable to the Buyer Purchaser pursuant to Section 292 192 of the BCBCA CBCA and, in co-operation cooperation with the BuyerPurchaser, prepare, file and diligently pursue an application for the Interim Order Order, which shall must provide, among other things: (a) for the class Persons and 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; (b) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be two thirds be: (i) not less than 66 2/3% of the votes cast on the Arrangement Resolution by Company Shareholders present in person or by proxy at the Company Meeting voting together as a single class; (such that each Company Shareholder is entitled to one vote for each Company Share held); (cii) that if required under applicable Laws, a majority of the Company Meeting may be adjourned or postponed from time to time in accordance with this Agreement without votes cast on the need for additional approval Arrangement Resolution by the Court; (d) that the record date for Company Shareholders entitled to notice (other than Company Interested Shareholders for the purpose of and to vote such vote) present in person or represented by proxy at the Company Meeting will not change as a result of any adjournments of the Company Meeting, unless voting in accordance with Part 8 of MI 61- 101; and (iii) any other shareholder approvals required by applicable Laws;the CSE. (ec) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions of the constating documents Company’s Constating Documents relating to the holding of the Companya meeting of Company Shareholders, including quorum requirements and all other matters, shall (unless varied by the Interim Order) apply in respect of the Company Meeting; (fd) for the grant of the Dissent Rights only to those Company Shareholders who are registered Company Shareholders as set forth contemplated in the Plan of Arrangement; (ge) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (g) that the Company Meeting may be held in-person or be an entirely virtual meeting or hybrid meeting whereby Company Shareholders may join virtually; (h) for confirmation of the record date for the Company Meeting referred to in Section 2.3(1)(d) for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (i) that the record date for Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting, unless required by Securities Law; (j) that the deadline for submission of proxies by the Company Shareholders for the Company Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Toronto, Ontario) prior to the Company Meeting, subject to waiver by the Company in accordance with the terms of this Agreement; (k) for such other matters as either of the Parties may reasonably require, subject to obtaining the prior consent of the other Party, such consent not to be unreasonably withheld or delayed; and (l) that it is Buyer’s the intention of the Parties to rely rely, by virtue of the Final Order, upon the exemption from registration provided by Section 3(a)(10) of the U.S. Exemption and any exemption available under applicable Securities Act Laws, with respect to the issuance of the Buyer Shares Consideration Shares, Replacement Options and Replacement Warrants to be issued pursuant to the ArrangementArrangement to the Company Shareholders in the United States, based on the Court’s approval of the Arrangement; and (i) for such other matters as Buyer may reasonably require, subject to the consent of the Company, acting reasonably.

Interim Order. As soon promptly as reasonably practicable after following the date execution of this Agreement, but in any event on or before no later than May 3015, 20192023, the Company shall apply to the Court in a manner reasonably acceptable to the Buyer Hudbay, acting reasonably, pursuant to Section 292 Part 9, Division 5 of the BCBCA andBCBCA, in co-operation with the Buyer, and prepare, file and diligently pursue an application for the Interim Order Order, which shall provide, among other things: (a) for the class class(es) 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; (b) that for confirmation of the required level of approval record date for the Arrangement Resolution shall be two thirds purposes of determining the votes cast on the Arrangement Resolution by Company Shareholders present in person or by proxy entitled to notice of and to vote at the Company Meeting (such that each Company Shareholder is entitled to one vote for each Company Share held)in accordance with the Interim Order; (c) that the Company Meeting may be adjourned or postponed from time to time in accordance with this Agreement without the need for additional approval by the Court; (d) that the record date for Company Shareholders entitled to notice of and to vote at the Company Meeting will not change as a result of any adjournments adjournment(s) or postponement(s) of the Company Meeting unless required by the Court or by Law; (d) that the Company Meeting may be held as a virtual or hybrid meeting, and that Company Shareholders that participate in the Company Meeting through virtual means, if applicable, will be deemed to be present at the Company Meeting; (e) that the requisite approval (collectively, the "Company Shareholder Approval") for the Arrangement Resolution shall be: (i) 66⅔% of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or by proxy at the Company Meeting and voting as a single class; and (ii) to the extent required by MI 61-101, a majority of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or represented by proxy at the Company Meeting, unless voting as a single class, excluding, for this purpose, the votes required to be excluded by applicable LawsMI 61-101; (ef) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions and conditions of the constating documents of the Company's constating documents, including quorum requirements and all other matters, shall apply in respect of the Company MeetingMeeting unless otherwise ordered by the Court; (fg) for the grant of the Dissent Rights to the Company Shareholders who are registered Company Shareholders Shareholders, as set forth contemplated in the Plan of Arrangement; (gh) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (hi) that it is Buyer’s intention the Company Meeting may be adjourned or postponed from time to time by the Company Board subject to the terms of this Agreement or as otherwise agreed between the Parties without the need for additional approval of the Court; (j) that the Parties intend to rely upon on the exemption from registration provided by Section section 3(a)(10) of the U.S. Securities Act with respect to for the issuance of Consideration Shares and the Buyer Shares Hudbay Replacement Options pursuant to the Plan of Arrangement, based on subject to and conditioned upon the Court’s 's approval of the ArrangementArrangement and determination following a hearing that the Arrangement is substantively and procedurally fair and reasonable to each Person to whom Consideration Shares and Hudbay Replacement Options will be issued; and (ik) for such other matters as Buyer Hudbay or the Company may reasonably require, subject to obtaining the prior consent of the Companyother Party, acting reasonablysuch consent not to be unreasonably withheld or delayed.

Interim Order. As soon as reasonably practicable after the date of this Agreement, but in any event on or before May 30, 2019, the Company shall apply in a manner reasonably acceptable to the Buyer pursuant to Section 292 of the BCBCA and, in co-operation with the Buyer, prepare, file and diligently pursue an application for the Interim Order which shall provide, among other things: (a) for the 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; (b) that the required level of approval for the Arrangement Resolution shall be two thirds of the votes cast on the Arrangement Resolution by Company Shareholders present in person or by proxy at the Company Meeting (such that each Company Shareholder is entitled to one vote for each Company Share held); (c) that the Company Meeting may be adjourned or postponed from time to time in accordance with this Agreement without the need for additional approval by the Court; (d) that the record date for Company Shareholders entitled to notice of and to vote at the Company Meeting will not change as a result of any adjournments of the Company Meeting, unless required by applicable Laws; (e) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions of the constating documents of the Company, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; (f) for the grant of the Dissent Rights to registered Company Shareholders as set forth in the Plan of Arrangement; (g) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (h) that it is BuyerXxxxx’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 Buyer Shares pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (i) for such other matters as Buyer may reasonably require, subject to the consent of the Company, acting reasonably.

Interim Order. As soon as reasonably practicable after the date of this Agreement, but in any event on or before May 30, 2019, the Company shall apply in a manner reasonably acceptable to the Buyer Purchaser, pursuant to Section 292 of the BCBCA OBCA and, in co-operation cooperation with the BuyerPurchaser, prepare, file and diligently pursue an application for the Interim Order Order, which shall provide, among other things: (a1) for the 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; (b2) for confirmation of the record date for the Company Meeting referred to in Section 2.3(1); (3) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be two thirds 66 2/3% of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting (such that Meeting, each Company Shareholder is entitled Share entitling the holder thereof to one vote for each Company Share held)on the Arrangement Resolution; (c4) that the Company Meeting may be adjourned or postponed from time to time in accordance with this Agreement without the need for additional approval by the Court; (d) that the record date for Company Shareholders entitled to notice of and to vote at the Company Meeting will not change as a result of any adjournments of the Company Meeting, unless required by applicable Laws; (e) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions of the constating documents of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; (f5) for the grant of the Dissent Rights to those Company Shareholders who are registered Company Shareholders as set forth in the Plan of ArrangementShareholders; (g6) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (h7) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (8) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not, unless agreed to in writing by the Purchaser and the Company, change in respect of any adjournment(s) or postponement(s) of the Company Meeting; (9) that it is Buyerthe 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 the Buyer Consideration Shares to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (i10) for such other matters as Buyer the Purchaser and/or the Company may reasonably require, subject to obtaining the prior consent of the Companyother, acting reasonablysuch consent not to be unreasonably withheld or delayed.