Common use of Parent Meeting Clause in Contracts

Parent Meeting. ‌ The Parent will act expeditiously and in good faith to: (a) convene and conduct the Parent Meeting scheduled to be on March 28, 2022 for the purpose of considering and approving the transactions contemplated by this Agreement, in accordance with the requirements of applicable Securities Laws and the Parent's constating documents; (b) expeditiously prepare the notice and management information circular (the "Company Circular") for the Parent Meeting, which information circular will include the recommendation of the board of directors of the Parent that WRX Shareholders vote in favour of the transactions contemplated by this Agreement; (c) ensure that the Company Circular complies in all material respects with applicable Laws, does not contain any misrepresentation and provides the Parent Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Parent Meeting; (d) give the Investor and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give reasonable consideration to any comments made by the Investor and its legal counsel, and agrees that all information relating solely to the Investor and its Affiliates included in the Company Circular and any information describing the terms of this Agreement and the transactions contemplated by this Agreement must be in a form and content satisfactory to the Investor, acting reasonably; (e) solicit proxies in favour of the approval of the transactions contemplated by this Agreement, and against any resolution submitted by any Person that is inconsistent with, or which seeks to hinder or delay the transactions contemplated by this Agreement; (f) provide the Investor with copies of or access to information regarding the Parent Meeting generated by any dealer, proxy advisory firm or proxy solicitation firm, as may be reasonably requested by the Investor from time to time; (g) permit the Investor at its expense to, on behalf of the management of the Parent, directly or through a soliciting dealer, actively solicit proxies in favour of the transactions contemplated by this Agreement on behalf of management of the Parent in compliance with applicable Securities Laws and disclose in the Company Circular that the Investor may make such solicitations; and (h) advise the Investor as the Investor may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Parent Meeting, as to the tally of the proxies received by the Company in respect of the resolutions to be voted on at the Parent Meeting.

Parent Meeting. ‌ The Subject to the terms of this Agreement, as soon as reasonably practicable after SEC Clearance, the Parent will act expeditiously and in good faith toshall: (a) duly call, give notice of, convene and conduct the Parent Meeting scheduled to be on March 28, 2022 for the purpose of considering and approving the transactions contemplated (including by this Agreement, virtual means) in accordance with the requirements Parent’s constating documents and applicable Laws as promptly as reasonably practicable, using commercially reasonable efforts to convene and conduct the Parent Meeting as soon as practicable, and in any event, within thirty-five (35) days of applicable Securities Laws the receipt of the SEC Clearance; provided that the Parent shall cooperate with the Company and use commercially reasonable best efforts to schedule and convene the Company Meeting and the Parent's constating documentsParent Meeting on the same dates; (b) expeditiously prepare in consultation with the notice Company, fix and management information circular (the "Company Circular") publish a record date for the Parent Meeting, which information circular will include the recommendation purposes of the board of directors of determining the Parent that WRX Shareholders Stockholders entitled to receive notice of and to vote in favour of the transactions contemplated by this Agreement; (c) ensure that the Company Circular complies in all material respects with applicable Laws, does not contain any misrepresentation and provides the Parent Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before at the Parent Meeting; (dc) give not adjourn, postpone or cancel (or propose or permit the Investor adjournment, postponement or cancellation of) the Parent Meeting except (i) as required by applicable Laws or a Governmental Entity, (ii) as required for quorum purposes (in which case the meeting shall be adjourned and its legal counsel a reasonable opportunity to review not cancelled), (iii) if, after consultation with the Company and comment on drafts following the dissemination of the Company Circular Parent Proxy Statement, Parent reasonably determines in good faith that the Parent Stockholder Approvals are unlikely to be obtained at the Parent Meeting (in which case the meeting shall be adjourned and other related documentsnot cancelled); (iv) the Parent Board shall have determined in good faith (after consultation with outside legal counsel) that it is necessary or appropriate to postpone or adjourn the Parent Meeting in order to give Parent Stockholders sufficient time to evaluate any information or disclosure that the Parent has sent or otherwise made available to such holders by issuing a press release, filing materials with the SEC or otherwise; (v) as permitted by Section 9.3(b), or (vi) with the Company’s prior written consent; provided, that Parent shall be permitted to postpone or adjourn the Parent Meeting pursuant to clause (ii), (iii) and (iv) on no more than two occasions in the aggregate, and no such adjournment shall give reasonable consideration delay the Parent Meeting by more than ten (10) days from the prior-scheduled date or to any comments made by a date that is on or after the Investor and its legal counsel, and agrees that all information relating solely to fifth (5th) business day preceding the Investor and its Affiliates included in the Company Circular and any information describing the terms of this Agreement and the transactions contemplated by this Agreement must be in a form and content satisfactory to the Investor, acting reasonablyOutside Date; (ed) solicit proxies in favour of the approval of the transactions contemplated by this Agreement, and against any resolution submitted by any Person that is inconsistent with, or which seeks to hinder or delay the transactions contemplated by this Agreement; (f) provide the Investor with copies of or access to information regarding the Parent Meeting generated by any dealer, proxy advisory firm or proxy solicitation firm, as may be reasonably requested by the Investor from time to time; (g) permit the Investor at its expense to, on behalf of the management of the Parent, directly or through a soliciting dealer, actively solicit proxies in favour of the transactions contemplated by this Agreement on behalf of management of the Parent in compliance with applicable Securities Laws and disclose in promptly advise the Company Circular that the Investor may make such solicitations; and (h) advise the Investor as the Investor Company may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days business days prior to the date of the Parent Meeting, as to the aggregate tally of the proxies received by the Company Parent in respect of the resolutions Parent Charter Amendment and Parent Stock Issuance; (e) promptly (and in no event later than two (2) business days after receipt of notice) advise the Company of any written communication from any Parent Stockholder in opposition to be voted on the Arrangement, the Parent Charter Amendment or Parent Stock Issuance (except for non-substantive communications from any Parent Stockholder that purports to hold less than 0.1% of Parent Shares (provided that communications from such Parent Stockholder are not substantive in the aggregate)); (f) unless the Parent Board has made a Parent Change in Recommendation in accordance with Section 8.4(a), solicit proxies in favour of the Parent Charter Amendment and Parent Stock Issuance and against any resolution submitted by any Parent Stockholder (unless otherwise consented to by the Company) and, in connection therewith, in consultation with the Company, use the services of one or more proxy solicitation services (at the Parent Meeting.expense of the Parent);

Parent Meeting. ‌ The Parent will act expeditiously and in good faith toshall: (a1) convene and conduct the Parent Meeting scheduled to be in accordance with the Parent’s Constating Documents on March 28or before April 17, 2022 2018 for the purpose of considering the Parent Shareholder Approval Resolution and approving for any other proper purpose as may be set out in the transactions contemplated Parent Circular and agreed to by this Agreementthe Company, acting reasonably, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Parent Meeting without the prior written consent of the Company, except as required or permitted under Section 4.6(3) or as required for quorum purposes (in accordance with which case, the requirements of applicable Securities Laws Purchaser Meeting shall be adjourned and the Parent's constating documentsnot cancelled) or as required by Law or by a Governmental Entity; (b) expeditiously prepare the notice and management information circular (the "Company Circular") for the Parent Meeting, which information circular will include the recommendation of the board of directors of the Parent that WRX Shareholders vote in favour of the transactions contemplated by this Agreement; (c) ensure that the Company Circular complies in all material respects with applicable Laws, does not contain any misrepresentation and provides the Parent Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Parent Meeting; (d) give the Investor and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give reasonable consideration to any comments made by the Investor and its legal counsel, and agrees that all information relating solely to the Investor and its Affiliates included in the Company Circular and any information describing the terms of this Agreement and the transactions contemplated by this Agreement must be in a form and content satisfactory to the Investor, acting reasonably; (e2) solicit proxies in favour of the approval of the transactions contemplated by this Agreement, Parent Shareholder Approval Resolution and against any resolution submitted by any Person Parent Shareholder that is inconsistent with, or which seeks to hinder or delay with the Parent Shareholder Approval Resolution and the completion of any of the transactions contemplated by this Agreement, including, if so requested by the Company, acting reasonably, using such mutually agreeable dealer and proxy solicitation services firms as the Company may request, at the Parent’s expense; (f3) consult with the Company in fixing the date of the Parent Meeting and the record date for the Parent Meeting; (4) provide the Investor Company with copies of or access to information regarding the Parent Meeting generated by any dealer, proxy advisory firm dealer or proxy solicitation services firm, as may be reasonably requested from time-to-time by the Investor from time to timeCompany; (g5) permit give notice to the Investor at its expense to, on behalf of the management of the Parent, directly or through a soliciting dealer, actively solicit proxies in favour of the transactions contemplated by this Agreement on behalf of management Company of the Parent in compliance with applicable Securities Laws Meeting and disclose in allow the Company Circular that Representatives and legal counsel to attend the Investor may make such solicitationsParent Meeting; (6) not change the record date for the Parent Shareholders entitled to vote at the Parent Meeting in connection with any adjournment or postponement of the Parent Meeting, or change any other matters in connection with the Parent Meeting unless required by Law or approved by the Company; (7) promptly advise the Company of any communication (written or oral) from or claims brought by (or threatened to be brought by) any Person in opposition to the Purchaser Shareholder Approval Resolution; and (h) 8) promptly advise the Investor Company, at such times as the Investor Company may reasonably request, request and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Parent Meeting, as to the aggregate tally of the proxies received by the Company Parent in respect of the resolutions to be voted on at the Parent MeetingShareholder Approval Resolution.

Parent Meeting. ‌ The Parent will act expeditiously and in good faith toshall: (a1) convene and conduct the Parent Meeting scheduled to be in accordance with the Parent's Constating Documents on March 28or before April 17, 2022 2018 for the purpose of considering the Parent Shareholder Approval Resolution and approving for any other proper purpose as may be set out in the transactions contemplated Parent Circular and agreed to by this Agreementthe Company, acting reasonably, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Parent Meeting without the prior written consent of the Company, except as required or permitted under Section 4.6(3) or as required for quorum purposes (in accordance with which case, the requirements of applicable Securities Laws Purchaser Meeting shall be adjourned and the Parent's constating documentsnot cancelled) or as required by Law or by a Governmental Entity; (b) expeditiously prepare the notice and management information circular (the "Company Circular") for the Parent Meeting, which information circular will include the recommendation of the board of directors of the Parent that WRX Shareholders vote in favour of the transactions contemplated by this Agreement; (c) ensure that the Company Circular complies in all material respects with applicable Laws, does not contain any misrepresentation and provides the Parent Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Parent Meeting; (d) give the Investor and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give reasonable consideration to any comments made by the Investor and its legal counsel, and agrees that all information relating solely to the Investor and its Affiliates included in the Company Circular and any information describing the terms of this Agreement and the transactions contemplated by this Agreement must be in a form and content satisfactory to the Investor, acting reasonably; (e2) solicit proxies in favour of the approval of the transactions contemplated by this Agreement, Parent Shareholder Approval Resolution and against any resolution submitted by any Person Parent Shareholder that is inconsistent with, or which seeks to hinder or delay with the Parent Shareholder Approval Resolution and the completion of any of the transactions contemplated by this Agreement, including, if so requested by the Company, acting reasonably, using such mutually agreeable dealer and proxy solicitation services firms as the Company may request, at the Parent's expense; (f3) consult with the Company in fixing the date of the Parent Meeting and the record date for the Parent Meeting; (4) provide the Investor Company with copies of or access to information regarding the Parent Meeting generated by any dealer, proxy advisory firm dealer or proxy solicitation services firm, as may be reasonably requested from time-to-time by the Investor from time to timeCompany; (g5) permit give notice to the Investor at its expense to, on behalf of the management of the Parent, directly or through a soliciting dealer, actively solicit proxies in favour of the transactions contemplated by this Agreement on behalf of management Company of the Parent in compliance with applicable Securities Laws Meeting and disclose in allow the Company Circular that Representatives and legal counsel to attend the Investor may make such solicitationsParent Meeting; (6) not change the record date for the Parent Shareholders entitled to vote at the Parent Meeting in connection with any adjournment or postponement of the Parent Meeting, or change any other matters in connection with the Parent Meeting unless required by Law or approved by the Company; (7) promptly advise the Company of any communication (written or oral) from or claims brought by (or threatened to be brought by) any Person in opposition to the Purchaser Shareholder Approval Resolution; and (h) 8) promptly advise the Investor Company, at such times as the Investor Company may reasonably request, request and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Parent Meeting, as to the aggregate tally of the proxies received by the Company Parent in respect of the resolutions to be voted on at the Parent MeetingShareholder Approval Resolution.

Parent Meeting. ‌ The (a) In a timely and expeditious manner, Parent will act expeditiously and in good faith toshall: (ai) lawfully convene and conduct hold the Parent Meeting scheduled in accordance with Parent’s articles and by-laws and applicable Laws, as soon as reasonably practicable subject to be on March 28the Company’s compliance with Section 3.03, 2022 for the purpose of considering and approving having the transactions contemplated shareholders of Parent consider the Merger Resolution, and, except as required by this AgreementLaw, in accordance with not adjourn, postpone or cancel (or propose the requirements adjournment, postponement or cancellation of) the Parent Meeting without the prior written consent of applicable Securities Laws and the Parent's constating documentsCompany; (b) expeditiously prepare the notice and management information circular (the "Company Circular") for the Parent Meeting, which information circular will include the recommendation of the board of directors of the Parent that WRX Shareholders vote in favour of the transactions contemplated by this Agreement; (c) ensure that the Company Circular complies in all material respects with applicable Laws, does not contain any misrepresentation and provides the Parent Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Parent Meeting; (d) give the Investor and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give reasonable consideration to any comments made by the Investor and its legal counsel, and agrees that all information relating solely to the Investor and its Affiliates included in the Company Circular and any information describing the terms of this Agreement and the transactions contemplated by this Agreement must be in a form and content satisfactory to the Investor, acting reasonably; (eii) solicit proxies in favour favor of the approval of the Merger Resolution and against any resolution submitted by any Parent shareholder that is inconsistent with the Merger Resolution and the completion of any of the transactions contemplated by this Agreement, and against any resolution submitted by any Person that is inconsistent withthe Parent may at its own expense, or which seeks will if so requested by the Company and at the Company's expense, retain and use the services of proxy solicitation services firms to hinder or delay solicit proxies in favor of the transactions contemplated by this Agreementapproval of the Merger Resolution; (fiii) provide the Investor Company with copies of or access to information regarding the Parent Meeting generated by any dealer, proxy advisory firm or proxy solicitation services firm, as may be reasonably requested by the Investor from time to timetime by the Company, acting reasonably; (giv) permit consult with the Investor at its expense toCompany in fixing the record date for, on behalf of and date of, the management of Parent Meeting, give notice to the Parent, directly or through a soliciting dealer, actively solicit proxies in favour of the transactions contemplated by this Agreement on behalf of management Company of the Parent in compliance with applicable Securities Laws Meeting and disclose in allow the Company's Representatives and legal counsel to attend the Parent Meeting; (v) promptly advise the Company, at such times as the Company Circular that the Investor may make such solicitations; and (h) advise the Investor as the Investor may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Parent Meeting, as to the aggregate tally of the proxies received by the Company Parent in respect of the resolutions Merger Resolution; (vi) promptly advise the Company of any communication (written or oral) from any shareholder of the Parent in opposition to the Merger Resolution, provided that a vote against the Merger Resolution in any form of proxy shall not be considered to be voted on a written communication for the purposes of this Section 3.01(a)(vi); and (vii) not change the record date for the Parent shareholders entitled to vote at the Parent MeetingMeeting in connection with any adjournment or postponement of the Parent Meeting unless required by Law.