Common use of Parent Shareholder Meeting Clause in Contracts

Parent Shareholder Meeting. Parent shall cause a meeting of its shareholders (the “Parent Shareholder Meeting”) to be duly called and held as soon as reasonably practicable after the date of this Agreement (but in no event later than 40 days after the Registration Statement is declared effective under the 0000 Xxx) for the purpose of voting on the approval of the issuance of shares of Parent Class A Common Stock as part of the Merger Consideration (the “Parent Stock Issuance”). In connection with the Parent Shareholder Meeting, the Board of Directors of Parent shall (i) (1) recommend approval of the Parent Stock Issuance to Parent’s shareholders and (2) use its reasonable best efforts to obtain the Parent Shareholder Approval and (ii) otherwise comply with all legal requirements applicable to such meeting. Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, the Parent Stock Issuance shall be submitted to the Parent’s shareholders at the Parent Shareholder Meeting. Parent shall not, without the prior written consent of the Company, adjourn or postpone the Parent Shareholder Meeting; provided that Parent may, without the prior written consent of the Company adjourn or postpone the Parent Shareholder Meeting (A) if, as of the time for which the Parent Shareholder Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus), there are insufficient shares of Parent Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Shareholder Meeting, (B) after consultation with the Company, if the failure to adjourn or postpone the Parent Shareholder Meeting would reasonably be expected to be a violation of Applicable Law for the distribution of any required supplement or amendment to the Joint Proxy Statement/Prospectus or (C) after consultation with the Company, for a single period not to exceed ten Business Days, to solicit additional proxies if necessary to obtain the Parent Shareholder Approval. The Company may require Parent to adjourn, delay or postpone the Parent Shareholder Meeting once for a period not to exceed 30 calendar days (but prior to the date that is two Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Parent Shareholder Approval. Once Parent has established a record date for the Company Shareholder Meeting, Parent shall not change such record date or establish a different record date for the Parent Shareholder Meeting without the prior written consent of the Company (not to be unreasonably withheld, delayed or conditioned), unless required to do so by Applicable Law or Parent’s organizational documents. Without the prior written consent of the Company, the approval of the Parent Stock Issuance shall be the only matter (other than matters of procedure and matters required by Applicable Law to be voted on by Parent’s stockholders in connection with the approval of the Parent Stock Issuance) that Parent shall propose to be acted on by the shareholders of Parent at the Parent Shareholder Meeting.

Parent Shareholder Meeting. (a) Subject to the terms and conditions of this Agreement, in order to facilitate the transactions contemplated hereby and by the Merger Agreement, Parent shall cause use reasonable best efforts to (i) seek approval as promptly as practicable from the TSX to the Parent Shareholder Approval being obtained by written consent of the holders of Parent Shares and multiple voting shares of Parent representing more than 50% of the votes attached to all outstanding Parent Shares and multiple voting shares of Parent, voting together, in lieu of holding a meeting of its shareholders Parent Shareholder Meeting (the “Parent Shareholder MeetingWritten Consent”), and (ii) seek to be duly called and held as soon as reasonably practicable after obtain, in compliance with applicable Law, the date Parent Shareholder Written Consent. In the event that the Parent Shareholder Written Consent is not obtained, or the TSX is not willing to grant conditional approval for the listing of the Parent Shares issuable pursuant to the Parent Share Issuance based on the Parent Shareholder Written Consent, then in either case, subject to the terms of this Agreement Agreement, Parent shall: (i) duly call, give notice of, convene and hold the Parent Shareholder Meeting in accordance with Parent’s articles of incorporation and by-laws and applicable Laws, on such date and at such time as Parent and the Company agree, but in no event later than 40 days after following the Registration Statement is declared effective under date of the 0000 Xxx) mailing of the Proxy Statement, for the purpose of voting on having the approval of the issuance of shares shareholders of Parent Class A Common Stock as part of consider the Merger Consideration (Parent Share Issuance and will not, unless the “Parent Stock Issuance”). In connection with Company otherwise consents in writing, cancel the Parent Shareholder Meeting, the Board of Directors of Parent shall Meeting or propose to do so; (i) (1) recommend approval of the Parent Stock Issuance to Parent’s shareholders and (2ii) use its reasonable best efforts to obtain solicit from the shareholders of Parent proxies in favor of the approval of the Parent Share Issuance and ensure that all proxies solicited by the Parent and its Representatives in connection with the Parent Shareholder Approval and Meeting are solicited in compliance with (i) applicable Law, (ii) otherwise comply with all legal requirements applicable to such meeting. Without limiting its articles of incorporation and by-laws and (iii) the generality rules and regulations of the foregoing, unless this Agreement has terminated TSX; and (iii) include in accordance with its terms, the Parent Stock Issuance shall be submitted Meeting Materials the Parent Recommendation. (b) Notwithstanding anything to the contrary set forth in this Agreement, Parent’s shareholders at the Parent Shareholder Meeting. Parent shall not, without the prior written consent of after consultation with the Company, adjourn or postpone the Parent Shareholder Meeting; provided that Parent may, without the prior written consent of the Company may (but shall not be required to) adjourn or postpone the Parent Shareholder Meeting if (Ai) if, any amendment or supplement to the Parent Meeting Materials required to be provided to Parent’s shareholders has not been so provided or (ii) as of the time for which the Parent Shareholder Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus), there are insufficient shares of Parent Stock represented (either in person or by proxy) at the Parent Shareholder Meeting to constitute a quorum necessary to conduct the business of the Parent Shareholder Meeting; provided, (B) after consultation with the Companyhowever, if the failure to that Parent shall not adjourn or postpone the Parent Shareholder Meeting would reasonably be expected pursuant to be a violation of Applicable Law for the distribution of any required supplement or amendment to the Joint Proxy Statement/Prospectus or (Cthis Section 1.2(b) after consultation with the Company, for a single period not to exceed ten Business Days, to solicit additional proxies if necessary to obtain the Parent Shareholder Approval. The Company may require Parent to adjourn, delay or postpone the Parent Shareholder Meeting once for a period not to exceed 30 calendar days (but prior to the date that is two Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Parent Shareholder Approval. Once Parent has established a record date for the Company Shareholder Meeting, Parent shall not change such record date or establish a different record date for the Parent Shareholder Meeting more than twice without the prior written consent of the Company (not Company. Following the Parent Shareholder Meeting and at or before the Closing, Parent shall deliver to be unreasonably withheld, delayed or conditioned), unless required to do so by Applicable Law or Parent’s organizational documents. Without the prior written consent corporate secretary of the Company, Company a certificate setting forth the approval of the Parent Stock Issuance shall be the only matter (other than matters of procedure and matters required by Applicable Law to be voted on by Parent’s stockholders in connection with the approval of the Parent Stock Issuance) that Parent shall propose to be acted on by the shareholders of Parent at voting results from the Parent Shareholder Meeting. (c) To the extent a Parent Shareholder Meeting is called pursuant to this Section 1.2, each of Parent and the Company shall use commercially reasonable efforts to hold the Parent Shareholder Meeting and the Company Shareholder Meeting, respectively, at the same time and on the same date as the other party. (d) Notwithstanding anything herein to the contrary herein, if (i) Parent makes a Consideration Mix Change and (ii) because of such Consideration Mix Change the Parent Shareholder Approval is no longer required by applicable Law or the rules and regulations of the TSX, the provisions of this Section 1.2 and Section 1.3 shall immediately terminate and no longer be applicable or of any further force or effect.

Parent Shareholder Meeting. Parent shall cause a general meeting of its shareholders (such meeting, and any postponement or adjournment thereof, the “Parent Shareholder Meeting”) to be duly called and held as soon promptly as reasonably practicable after the date of this Agreement (but in no event later than 40 days after the Registration Statement is declared effective under the 0000 Xxx) for the purpose of voting on securing the approval Parent Shareholder Approvals. The Board of the issuance of shares Directors of Parent Class A Common Stock shall recommend that Parent’s shareholders grant the Parent Shareholder Approvals and include such recommendation in the Parent Shareholder Circular and shall not fail to make, withdraw or modify in a manner adverse to the Company or publicly propose to fail to make, withdraw or modify in a manner adverse to the Company the Parent Board Recommendation or take any action or make any statement inconsistent with the Parent Board Recommendation (any such action, including failing to initially recommend that Parent’s shareholders grant the Parent Shareholder Approvals, being referred to as part of the Merger Consideration (the a “Change in Parent Stock IssuanceRecommendation”). In connection with the Parent Shareholder Meeting, the Board of Directors of Parent shall (i) (1) recommend approval of as promptly as practicable prepare and then, if required, file with the UK Listing Authority a draft copy of, shall use its reasonable best efforts to have approved, if required, by the UK Listing Authority and shall thereafter promptly mail to its shareholders, the Parent Stock Issuance to Parent’s shareholders and Shareholder Circular, (2ii) use its reasonable best efforts to obtain secure the Parent Shareholder Approval Approvals and (iiiii) otherwise comply with all legal requirements applicable to such meeting. Without limiting the generality of the foregoing, unless Notwithstanding anything in this Agreement has terminated in accordance with its terms, the Parent Stock Issuance shall be submitted to the Parent’s shareholders contrary, at the Parent Shareholder Meeting. Parent shall not, without the any time prior written consent of the Company, adjourn or postpone the Parent Shareholder Meeting; provided that Parent may, without the prior written consent of the Company adjourn or postpone the Parent Shareholder Meeting (A) if, as of the time for which the Parent Shareholder Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus), there are insufficient shares of Parent Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Shareholder Meeting, (B) the Board of Directors of Parent may if the Board of Directors of Parent determines in good faith, after consultation with the Companyoutside counsel to Parent, if the failure that it must take such action to adjourn or postpone the comply with its fiduciary duties under applicable Law, make a Change in Parent Shareholder Meeting would reasonably be expected to be a violation of Applicable Law for the distribution of Recommendation. After any required supplement or amendment to the Joint Proxy Statement/Prospectus or (C) after consultation Change in Parent Recommendation shall have occurred in compliance with the Company, for a single period not to exceed ten Business Days, to solicit additional proxies if necessary to obtain the Parent Shareholder Approval. The Company may require Parent to adjourn, delay or postpone the Parent Shareholder Meeting once for a period not to exceed 30 calendar days (but prior to the date that is two Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Parent Shareholder Approval. Once Parent has established a record date for the Company Shareholder Meetingimmediately preceding sentence, Parent shall not change such record date have any further obligations under this Section 6.2 which shall thereafter be without any further force or establish a different record date for the Parent Shareholder Meeting without the prior written consent of the Company (not to be unreasonably withheld, delayed or conditioned), unless required to do so by Applicable Law or Parent’s organizational documents. Without the prior written consent of the Company, the approval of the Parent Stock Issuance shall be the only matter (other than matters of procedure and matters required by Applicable Law to be voted on by Parent’s stockholders in connection with the approval of the Parent Stock Issuance) that Parent shall propose to be acted on by the shareholders of Parent at the Parent Shareholder Meetingeffect.

Parent Shareholder Meeting. Parent shall cause a meeting of its shareholders (the “Parent Shareholder Meeting”) to be duly called and held as As soon as reasonably practicable after obtaining the date of this Agreement SHSE Clearance (but in no any event later than 40 days after the Registration Statement is declared effective under the 0000 Xxxwithin fifteen (15) for the purpose of voting on the approval of the issuance of shares of Business Days thereof), Parent Class A Common Stock as part of the Merger Consideration (the “Parent Stock Issuance”). In connection with shall hold the Parent Shareholder Meeting. Parent shall, and shall cause its Subsidiaries and Representatives to, use their respective reasonable best efforts to solicit proxies from the Board of Directors of Parent shall (i) (1) recommend approval of the Parent Stock Issuance to Parent’s shareholders in favor of the approval of this Agreement, the Merger and (2) use its reasonable best efforts the other transactions contemplated hereby and to obtain the Parent Shareholder Approval Approval, and (ii) otherwise comply with all legal requirements applicable to such meetingthe Parent Shareholder Meeting. Without limiting Prior to the generality Effective Time or termination of the foregoing, unless this Agreement has terminated in accordance with its terms, the Board of Directors of Parent Stock Issuance shall be submitted will not (i) (A) change, withhold, withdraw, qualify or modify, or publicly propose to the Parent’s shareholders at the Parent Shareholder Meeting. Parent shall notchange, without the prior written consent of withhold, withdraw, qualify or modify, in a manner adverse to the Company, adjourn or postpone the Parent Shareholder Meeting; provided that Parent may, without the prior written consent of the Company adjourn or postpone the Parent Shareholder Meeting (A) if, as of the time for which the Parent Shareholder Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus), there are insufficient shares of Parent Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Shareholder MeetingBoard Resolutions, (B) after consultation with the Company, if the failure fail to adjourn or postpone submit for approval at the Parent Shareholder Shareholders Meeting would reasonably be expected the matters resolved in the Parent Board Resolutions which are required to be a violation of Applicable Law for the distribution of any required supplement or amendment to the Joint Proxy Statement/Prospectus or (C) after consultation with the Company, for a single period not to exceed ten Business Days, to solicit additional proxies if necessary to obtain approved at the Parent Shareholder Approval. The Company may require Parent to adjourn, delay or postpone the Parent Shareholder Shareholders Meeting once for a period not to exceed 30 calendar days (but prior to the date that is two Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Parent Shareholder Approval. Once Parent has established a record date for the Company Shareholder Meeting, Parent shall not change such record date or establish a different record date for the Parent Shareholder Meeting without the prior written consent of the Company (not to be unreasonably withheld, delayed or conditioned), unless required to do so by Applicable Law or Parent’s organizational documents. Without the prior written consent of the Company, the approval of the Parent Stock Issuance shall be the only matter (other than matters of procedure and matters required by Applicable Law to be voted on by Parent’s stockholders in in connection with the transaction contemplated by this Agreement, (C) approve, or recommend the approval of of, or publicly propose to approve, or recommend the approval of, any proposed alternative transaction, agreement or arrangement requiring or reasonably likely to cause Parent to abandon, terminate, or fail to consummate the Merger or any other transaction contemplated by this Agreement (a “Parent Alternate Proposal”), or (D) fail to publicly reaffirm the Parent Stock IssuanceBoard Resolutions following any Parent Alternate Proposal having been publicly made, proposed or communicated (and not publicly withdrawn) that within ten (10) Business Days after the Company so requests in writing or (ii) authorize, cause or permit Parent shall propose or any of its Subsidiaries or Representatives to be acted on by the shareholders execute or enter into any letter of intent or similar agreement or arrangement or enter into any agreement or, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar document, contract, agreement or arrangement with respect to any Parent at the Parent Shareholder MeetingAlternate Proposal.

Parent Shareholder Meeting. Parent shall cause Parent, acting through its Board of Directors, shall, in accordance with applicable law, duly call, convene and hold a meeting of its shareholders the holders of Parent Ordinary Shares (the “"Parent Shareholder Meeting”") to be duly called and held as soon as reasonably practicable after the date of this Agreement (but in no event later than 40 days after the Registration Statement is declared effective under the 0000 Xxx) for the purpose of voting on upon the approval of transactions contemplated by this Agreement, including the Merger, the Parent Stock Option Agreement and the issuance of shares Parent Ordinary Shares and Options exercisable for Parent Ordinary Shares hereunder and thereunder and Parent agrees that this Agreement and the issuance of Parent Class A Common Stock as part Ordinary Shares and Options exercisable for or other rights to acquire Parent Ordinary Shares hereunder and thereunder shall be submitted at such meeting. Parent shall take all action necessary and advisable to secure the vote of shareholders required by applicable law and Parent's Articles of Association to obtain the Merger Consideration (approval for the “transactions contemplated by this Agreement, including the Merger, the Parent Stock Issuance”)Option Agreement, the matters referred to in Section 5.17 and the issuance of Parent Ordinary Shares and Options exercisable for or other rights to acquire Parent Ordinary Shares. In connection with the Parent Shareholder Meeting, Unless the Board of Directors of Parent shall otherwise determines (based on a majority vote of the Board of Directors in its good faith judgment that such other action is necessary to comply with its fiduciary duty to shareholders under applicable law after receiving the advice of outside legal counsel), (i) (1) Parent's Board of Directors shall recommend approval by its shareholders of the transactions contemplated by this Agreement (the "Parent Stock Issuance to Parent’s shareholders and (2) use its reasonable best efforts to obtain the Parent Shareholder Approval and Recommendation"), (ii) otherwise comply with all legal requirements applicable to such meeting. Without limiting the generality neither Parent's Board of the foregoingDirectors nor any committee thereof shall amend, unless this Agreement has terminated in accordance with its termsmodify, withdraw, condition or qualify the Parent Stock Issuance shall be submitted Recommendation in a manner adverse to the Parent’s shareholders at Company or take any action or make any statement inconsistent with the Parent Shareholder Meeting. Recommendation and (iii) Parent shall nottake all lawful action, without the prior written consent of the Company, adjourn or postpone the Parent Shareholder Meeting; provided that Parent may, without the prior written consent of the Company adjourn or postpone the Parent Shareholder Meeting (A) if, as of the time for which the Parent Shareholder Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus), there are insufficient shares of Parent Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Shareholder Meeting, (B) after consultation consistent with the Company, if the failure to adjourn or postpone the Parent Shareholder Meeting would reasonably be expected to be a violation of Applicable Law for the distribution of any required supplement or amendment to the Joint Proxy Statement/Prospectus or (C) after consultation with the Company, for a single period not to exceed ten Business Dayspast practice, to solicit additional proxies if necessary to obtain the Parent Shareholder Approval. The Company may require Parent to adjourn, delay or postpone the Parent Shareholder Meeting once for a period not to exceed 30 calendar days (but prior to the date that is two Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Parent Shareholder Approval. Once Parent has established a record date for the Company Shareholder Meeting, Parent shall not change such record date or establish a different record date for the Parent Shareholder Meeting without the prior written consent of the Company (not to be unreasonably withheld, delayed or conditioned), unless required to do so by Applicable Law or Parent’s organizational documents. Without the prior written consent of the Company, the approval of the Parent Stock Issuance shall be the only matter (other than matters of procedure and matters required by Applicable Law to be voted on by Parent’s stockholders in connection with the approval of the Parent Stock Issuance) that Parent shall propose to be acted on by the shareholders of Parent at the Parent Shareholder Meeting.

Parent Shareholder Meeting. (a) Parent shall cause a meeting of its shareholders (the “Parent Shareholder Meeting”) to be duly called and held shall, as soon as reasonably practicable after following the date of this Agreement Agreement, and as set forth in the notice referred to in Section 5.1(b)(i), convene and hold the Parent Stockholder Meeting. The Parent Board of Directors, except as otherwise permitted in this Section ‎5.2, shall give its unqualified recommendation that Parent’s stockholders approve the issuance of Parent ADSs in the Merger. Unless the Parent Board of Directors has withdrawn, modified, changed or qualified its recommendation that Parent’s stockholders approve the issuance of Parent ADSs in the Merger, Parent shall use reasonable best efforts to solicit sufficient proxies for such approval. Notwithstanding the foregoing, at any time prior to the receipt of the Parent Stockholder Approval, if the Parent Board of Directors, in the exercise of its duties to the stockholders of Parent, determines in good faith by a majority vote, after consultation with its outside counsel, that it cannot provide an unqualified recommendation or must withdraw, modify, change or qualify its recommendation that Parent’s stockholders approve the issuance of Parent ADSs in the Merger (but a “Parent Adverse Recommendation Change”) in no event later than 40 days after order to comply with its duties to the Registration Statement is declared effective stockholders of Parent under Applicable Law or any Order, the 0000 Xxx) for Parent Board of Directors may make a Parent Adverse Recommendation Change after, if permitted under Applicable Law, providing Company with at least 24 hours prior notice of its determination and a reasonably detailed description of the purpose reasons therefor. No Parent Adverse Recommendation Change shall change the obligation of voting on Parent to convene and hold the approval of Parent Stockholders Meeting or to permit Parent stockholders to authorize the issuance of shares of Parent Class A Common Stock as part of ADSs in the Merger Consideration (the “Parent Stock Issuance”). In connection with the Parent Shareholder Meeting, the Board of Directors of Parent shall (i) (1) recommend approval of the Parent Stock Issuance to Parent’s shareholders and (2) use its reasonable best efforts to obtain the Parent Shareholder Approval and (ii) otherwise comply with all legal requirements applicable to such meeting. Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, the Parent Stock Issuance shall be submitted to the Parent’s shareholders at the Parent Shareholder Meeting. Parent shall not, without the prior written consent of the Company, adjourn or postpone the Parent Shareholder Meeting; provided that Parent may, without the prior written consent of the Company adjourn or postpone the Parent Shareholder Meeting (A) if, as of the time for which the Parent Shareholder Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus), there are insufficient shares of Parent Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Shareholder Meeting, (B) after consultation with the Company, if the failure to adjourn or postpone the Parent Shareholder Meeting would reasonably be expected to be a violation of Applicable Law for the distribution of any required supplement or amendment to the Joint Proxy Statement/Prospectus or (C) after consultation with the Company, for a single period not to exceed ten Business Days, to solicit additional proxies if necessary to obtain the Parent Shareholder Approval. The Company may require Parent to adjourn, delay or postpone the Parent Shareholder Meeting once for a period not to exceed 30 calendar days (but prior to the date that is two Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Parent Shareholder Approval. Once Parent has established a record date for the Company Shareholder Meeting, Parent shall not change such record date or establish a different record date for the Parent Shareholder Meeting without the prior written consent of the Company (not to be unreasonably withheld, delayed or conditioned), unless required to do so by Applicable Law or Parent’s organizational documents. Without the prior written consent of the Company, the approval of the Parent Stock Issuance shall be the only matter (other than matters of procedure and matters required by Applicable Law to be voted on by Parent’s stockholders in connection with the approval of the Parent Stock Issuance) that Parent shall propose to be acted on by the shareholders of Parent at the Parent Shareholder Stockholders Meeting.

Parent Shareholder Meeting. Parent shall cause a meeting of its shareholders (the ““ Parent Shareholder MeetingMeeting ”) to be duly called and held as soon as reasonably practicable after the date of this Agreement (but in no event later than 40 days after the Registration Statement is declared effective under the 0000 Xxx) for the purpose of voting on the approval of the issuance of shares of Parent Class A Common Stock as part of the Merger Consideration (the ““ Parent Stock IssuanceIssuance ”). In connection with the Parent Shareholder Meeting, the Board of Directors of Parent shall (i) (1) recommend approval of the Parent Stock Issuance to Parent’s shareholders and (2) use its reasonable best efforts to obtain the Parent Shareholder Approval and (ii) otherwise comply with all legal requirements applicable to such meeting. Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, the Parent Stock Issuance shall be submitted to the Parent’s shareholders at the Parent Shareholder Meeting. Parent shall not, without the prior written consent of the Company, adjourn or postpone the Parent Shareholder Meeting; provided that Parent may, without the prior written consent of the Company adjourn or postpone the Parent Shareholder Meeting (A) if, as of the time for which the Parent Shareholder Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus), there are insufficient shares of Parent Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Shareholder Meeting, (B) after consultation with the Company, if the failure to adjourn or postpone the Parent Shareholder Meeting would reasonably be expected to be a violation of Applicable Law for the distribution of any required supplement or amendment to the Joint Proxy Statement/Prospectus or (C) after consultation with the Company, for a single period not to exceed ten Business Days, to solicit additional proxies if necessary to obtain the Parent Shareholder Approval. The Company may require Parent to adjourn, delay or postpone the Parent Shareholder Meeting once for a period not to exceed 30 calendar days (but prior to the date that is two Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Parent Shareholder Approval. Once Parent has established a record date for the Company Shareholder Meeting, Parent shall not change such record date or establish a different record date for the Parent Shareholder Meeting without the prior written consent of the Company (not to be unreasonably withheld, delayed or conditioned), unless required to do so by Applicable Law or Parent’s organizational documents. Without the prior written consent of the Company, the approval of the Parent Stock Issuance shall be the only matter (other than matters of procedure and matters required by Applicable Law to be voted on by Parent’s stockholders in connection with the approval of the Parent Stock Issuance) that Parent shall propose to be acted on by the shareholders of Parent at the Parent Shareholder Meeting.

Parent Shareholder Meeting. Parent shall cause establish a meeting of its shareholders record date (which date shall be mutually agreed with the “Company) for, duly call, give notice of, convene and hold the Parent Shareholder Meeting”) to be duly called and held as soon as reasonably practicable after the date of this Agreement (but in no event later than 40 days after the Registration Statement is declared effective under the 0000 Xxx) , for the purpose of voting on the approval of Transaction Proposals, which meeting shall be held not more than forty-five (45) days after the issuance of shares of date on which Parent Class A Common Stock as part of mails the Merger Consideration Registration Statement / Proxy Statement to its shareholders (the “Parent Stock Issuance”not including any adjournment thereof). In connection with the Parent Shareholder Meeting, the Board of Directors of Parent shall (i) (1) recommend approval of the Parent Stock Issuance to Parent’s shareholders and (2) use its reasonable best efforts to obtain the Parent Shareholder Approval and (ii) otherwise comply with all legal requirements applicable to such meeting. Without limiting the generality approval of the foregoingRequired Transaction Proposals, unless including by soliciting proxies as promptly as practicable in accordance with applicable Law and the Parent Governing Documents for the purpose of approving the Transaction Proposals. Parent shall, through the Parent Board, recommend to its shareholders that they vote in favor of the Transaction Proposals (the “Parent Board Recommendation”), and Parent shall include the Parent Board Recommendation in the Registration Statement / Proxy Statement. Unless this Agreement has been duly terminated in accordance with its terms, the Parent Stock Issuance Board shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose to change, withhold, withdraw, qualify or modify the Parent Board Recommendation (a “Change in Recommendation”); provided, that the Parent Board may make a Change in Recommendation if it determines in good faith that a failure to make a Change in Recommendation would reasonably be expected to be inconsistent with its fiduciary obligations under applicable Law. Notwithstanding anything to the contrary contained in this Agreement, Parent shall be submitted entitled to the Parent’s shareholders at the Parent Shareholder Meeting. Parent shall not, without the prior written consent of the Company, adjourn or postpone the Parent Shareholder Meeting; provided that Parent may, without the prior written consent of the Company adjourn or postpone the Parent Shareholder Meeting (Aa) to ensure that any supplement or amendment to the Registration Statement / Proxy Statement that the Parent Board has determined in good faith is required by applicable Law is disclosed to Parent’s shareholders and for such supplement or amendment to be promptly disseminated to Parent’s shareholders prior to the Parent Shareholder Meeting, (b) if, as of the time for which the Parent Shareholder Meeting is originally scheduled (as set forth in the Joint Registration Statement / Proxy Statement/Prospectus), there are insufficient shares of Parent Stock Class A Ordinary Shares and Parent Class B Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of to be conducted at the Parent Shareholder Meeting, (Bc) after consultation with in order to solicit additional proxies from shareholders in favor of the Companyadoption of the Required Transaction Proposals or (d) if a number Parent Class A Ordinary Shares have been elected to be redeemed by the holders thereof such that Parent does not reasonably expect that the condition set forth in Section 6.2(d) will be satisfied; provided, if that in the failure event of an adjournment pursuant to adjourn clauses (a) or postpone (b) above, the Parent Shareholder Meeting would reasonably shall be expected to be a violation of Applicable Law for reconvened as promptly as practicable following such time as the distribution of any required supplement or amendment to the Joint Proxy Statement/Prospectus or (C) after consultation with the Companymatters described in such clauses have been resolved, for a single period not to exceed ten Business Days, to solicit additional proxies if necessary to obtain the Parent Shareholder Approval. The Company may require Parent to adjourn, delay or postpone and in no event shall the Parent Shareholder Meeting once for be reconvened on a period not to exceed 30 calendar days (but prior to the date that is two later than five (5) Business Days prior to the End Outside Date) to solicit additional proxies necessary to obtain the Parent Shareholder Approval. Once Parent has established a record date for the Company Shareholder Meeting, Parent shall not change such record date or establish a different record date for the Parent Shareholder Meeting without the prior written consent of the Company (not to be unreasonably withheld, delayed or conditioned), unless required to do so by Applicable Law or Parent’s organizational documents. Without the prior written consent of the Company, the approval of the Parent Stock Issuance shall be the only matter (other than matters of procedure and matters required by Applicable Law to be voted on by Parent’s stockholders in connection with the approval of the Parent Stock Issuance) that Parent shall propose to be acted on by the shareholders of Parent at the Parent Shareholder Meeting.

Parent Shareholder Meeting. Parent shall take all actions in accordance with applicable law, its memorandum and articles of association and the rules of NASDAQ and the UKLA to cause a an extraordinary general meeting of its the shareholders of Parent (the “Parent Shareholder Meeting”) to be duly called and held as soon as reasonably practicable after the date of this Agreement (but in no event later than 40 days after the Registration Statement is declared effective under the 0000 Xxx) for the purpose purposes of voting on obtaining the Parent Shareholder Approval. The Board of Directors of Parent shall, unless otherwise required by its fiduciary duties (as determined in good faith by the Board of Directors of Parent (after consultation with Parent’s outside legal counsel)), recommend approval of the issuance Parent Proposals and shall not amend, modify, withdraw or qualify the Parent Recommendation in a manner adverse to the Company or take any action or make any statement inconsistent with the Parent Recommendation. In any event, the Board of shares Directors of Parent Class A Common Stock as part shall not amend, modify, withdraw or qualify the Parent Recommendation in a manner adverse to the Company or take any action or make any statement inconsistent with the Parent Recommendation unless Parent notifies the Company, in writing and at least 3 Business Days before taking that action, of the Merger Consideration (the “Parent Stock Issuance”)its intention to do so. In connection with the Parent Shareholder Meeting, to the Board of Directors of extent required by applicable law, Parent shall (ia) (1) recommend as soon as practicable after the date of this Agreement and in accordance with the listing rules of the UKLA, obtain the approval of the UKLA of the Listing Particulars and the Parent Stock Issuance Circular and mail the Parent Circular to Parent’s its shareholders in compliance with all legal requirements applicable to the Parent Shareholder Meeting and the listing rules of the UKLA and if necessary, after the Parent Circular has been so posted, promptly circulate amended, supplemental or supplemented Parent Disclosure Documents and, if required in connection therewith, resolicit votes, (2b) use its commercially reasonable best efforts to obtain secure the Parent Shareholder Approval Approval, and (iic) otherwise comply with all legal requirements applicable to such that meeting. Without limiting Parent shall cooperate with the generality of Company in fulfilling the foregoing, unless Company’s obligations set forth in Section 6.02. Unless this Agreement has is previously terminated in accordance with its terms, Parent shall (x) be obligated to call, give notice of, convene and hold the Parent Stock Issuance shall be submitted Shareholder Meeting as promptly as practicable, and (y) submit the Parent Proposals to the Parent’s shareholders its shareholders, at the Parent Shareholder Meeting. Parent shall not, without the prior written consent of the Company, adjourn or postpone even if the Parent Shareholder Meeting; provided that Parent may, without the prior written consent Board of the Company adjourn or postpone the Parent Shareholder Meeting (A) if, as of the Directors determines at any time for which the Parent Shareholder Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus), there are insufficient shares of Parent Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Shareholder Meeting, (B) after consultation with the Company, if the failure to adjourn or postpone the Parent Shareholder Meeting would reasonably be expected to be a violation of Applicable Law for the distribution of any required supplement or amendment to the Joint Proxy Statement/Prospectus or (C) after consultation with the Company, for a single period not to exceed ten Business Days, to solicit additional proxies if necessary to obtain the Parent Shareholder Approval. The Company may require Parent to adjourn, delay or postpone the Parent Shareholder Meeting once for a period not to exceed 30 calendar days (but prior to the date of this Agreement that is two Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Parent Shareholder Approval. Once Parent has established a record date for the Company Shareholder Meeting, Parent shall not change such record date or establish a different record date for the Parent Shareholder Meeting without the prior written consent of the Company (not to be unreasonably withheld, delayed or conditioned), unless required to do so by Applicable Law or Parent’s organizational documents. Without the prior written consent of the Company, the approval of the Parent Stock Issuance shall be the only matter (other than matters of procedure and matters required by Applicable Law to be voted on by Parent’s stockholders in connection with the approval of Proposals is no longer advisable or recommends that the Parent Stock Issuance) that Parent shall propose to be acted on by the shareholders of Parent at the Parent Shareholder Meetingreject them.

Parent Shareholder Meeting. Parent shall cause a meeting of its shareholders (the “Parent Shareholder Meeting”) to be duly called and held as soon as reasonably practicable after the date of this Agreement (but in no event later than 40 days after the Registration Statement is declared effective under the 0000 1000 Xxx) for the purpose of voting on the approval of the issuance of shares of Parent Class A Common Stock as part of the Merger Consideration (the “Parent Stock Issuance”). In connection with the Parent Shareholder Meeting, the Board of Directors of Parent shall (i) (1) recommend approval of the Parent Stock Issuance to Parent’s shareholders and (2) use its reasonable best efforts to obtain the Parent Shareholder Approval and (ii) otherwise comply with all legal requirements applicable to such meeting. Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, the Parent Stock Issuance shall be submitted to the Parent’s shareholders at the Parent Shareholder Meeting. Parent shall not, without the prior written consent of the Company, adjourn or postpone the Parent Shareholder Meeting; provided that Parent may, without the prior written consent of the Company adjourn or postpone the Parent Shareholder Meeting (A) if, as of the time for which the Parent Shareholder Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus), there are insufficient shares of Parent Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Shareholder Meeting, (B) after consultation with the Company, if the failure to adjourn or postpone the Parent Shareholder Meeting would reasonably be expected to be a violation of Applicable Law for the distribution of any required supplement or amendment to the Joint Proxy Statement/Prospectus or (C) after consultation with the Company, for a single period not to exceed ten Business Days, to solicit additional proxies if necessary to obtain the Parent Shareholder Approval. The Company may require Parent to adjourn, delay or postpone the Parent Shareholder Meeting once for a period not to exceed 30 calendar days (but prior to the date that is two Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Parent Shareholder Approval. Once Parent has established a record date for the Company Shareholder Meeting, Parent shall not change such record date or establish a different record date for the Parent Shareholder Meeting without the prior written consent of the Company (not to be unreasonably withheld, delayed or conditioned), unless required to do so by Applicable Law or Parent’s organizational documents. Without the prior written consent of the Company, the approval of the Parent Stock Issuance shall be the only matter (other than matters of procedure and matters required by Applicable Law to be voted on by Parent’s stockholders in connection with the approval of the Parent Stock Issuance) that Parent shall propose to be acted on by the shareholders of Parent at the Parent Shareholder Meeting.

Parent Shareholder Meeting. (a) So long as the Special Committee has not made an Adverse Recommendation Change (as hereinafter defined) with respect to a Superior Acquisition Proposal, Parent shall cause a meeting of its shareholders (the “Parent Shareholder Meeting”) to be duly called and held as soon as reasonably practicable after the date of this Agreement (but in no event later than 40 days after the Registration Statement is declared effective under the 0000 Xxx) 1933 Act for the purpose of voting on (i) the approval and adoption of the issuance of shares of Parent Class A Common Stock as part of this Agreement and the Merger Consideration (the “Parent Stock Issuance”). In connection in accordance with the Parent Shareholder Meeting, rules of The NASDAQ Stock Market LLC and (ii) the Board of Directors of Parent Amendment to the Articles. The Special Committee shall (i) recommend approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by Parent’s shareholders (1the “Special Committee Recommendation”), (ii) use reasonable efforts to obtain the the Parent Shareholder Approval, (iii) not make, withdraw or modify in a manner adverse to Company the Special Committee Recommendation, not fail to include the Special Committee Recommendation in the Proxy Statement, or publicly propose to do any of the foregoing (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”) except as specifically permitted below, (iv) recommend approval of the Parent Stock Issuance Amendment to Parent’s shareholders the Articles and (2) use its reasonable best efforts to obtain the Parent Shareholder Approval and (iiv) otherwise comply with all legal requirements applicable to such meeting. Without limiting . (b) Notwithstanding anything to the generality contrary contained in this Agreement, if at any time after the date of the foregoing, unless this Agreement has terminated and prior to the Effective Time, Parent or any of its Representatives receives a bona fide, unsolicited Acquisition Proposal from any Person, and if the Special Committee determines in accordance good faith, after consultation with its termsindependent financial advisors and outside legal counsel, that such Acquisition Proposal constitutes or is reasonably likely to constitute a Superior Acquisition Proposal and that the failure to take such action would, or would reasonably be expected to, be inconsistent with the directors’ fiduciary duties under Applicable Law, then Parent Stock Issuance shall be submitted and its Representatives may, (i) furnish information (including non-public information) with respect to Parent to the Parent’s shareholders at the Parent Shareholder Meeting. Parent shall not, without the prior written consent of the Company, adjourn or postpone the Parent Shareholder MeetingPerson who has made such Acquisition Proposal; provided that Parent may, without shall concurrently with the prior written consent of delivery to such Person make available to the Company adjourn any non-public information concerning Parent that is provided or postpone made available to such Person or its Representatives unless such non-public information has previously been provided to the Parent Shareholder Meeting Company and (ii) engage in or otherwise participate in discussions or negotiations with the Person making such Acquisition Proposal and its Representatives regarding such Acquisition Proposal. (c) Notwithstanding anything to the contrary contained in this Agreement, prior to the Effective Time, the Special Committee (i) may make an Adverse Recommendation Change other than in response to an Acquisition Proposal if, prior to taking such action, the Special Committee has determined in good faith, after consultation with its independent financial advisors and Maryland Corporate Counsel, both: (a) that an Intervening Event has occurred and (b) that an Adverse Recommendation Change is required to comply with the directors’ fiduciary duties under Applicable Law, provided, however, that, prior to taking such action, (A) if, as Parent has given the Company at least three (3) Business Days’ prior written notice of the time for which the Parent Shareholder Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus), there are insufficient shares of Parent Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business existence and nature of the Parent Shareholder MeetingIntervening Event and its intention to take such action, (B) Parent has negotiated, and has caused its Representatives to negotiate, in good faith with the Company during such three (3) Business Day period, to the extent the Company wishes to negotiate, to make such revisions to the terms of this Agreement as would permit the Special Committee to conclude that the Intervening Event no longer forms the basis for the Special Committee to effect an Adverse Recommendation Change, and (C) following the end of the three (3) Business Days’ notice period, the Special Committee shall have determined, after consultation with its independent financial advisors and Maryland Corporate Counsel and the Companyreceipt of written legal guidance in connection with such consultation, and giving due consideration to the proposed revisions to the terms of this Agreement to which the Company has irrevocably committed in writing, that the Intervening Event remains such that effecting an Adverse Recommendation Change is required to comply with the directors’ fiduciary duties under Applicable Law; and (ii) may make an Adverse Recommendation Change and/or authorize, cause or permit Parent to enter into a Parent Acquisition Agreement, in either such case in response to a bona fide, unsolicited Acquisition Proposal, if prior to taking such action, the failure to adjourn Special Committee has determined in good faith, after consultation with its independent financial advisors and outside legal counsel, that (a) such Acquisition Proposal constitutes a Superior Acquisition Proposal and (b) such action would, or postpone the Parent Shareholder Meeting would reasonably be expected to be a violation be, required to comply with the directors’ fiduciary duties under Applicable Law; provided, however, that, prior to taking such action, (A) Parent has given the Company at least three (3) Business Days’ prior written notice of Applicable Law for its intention to take such action, including the distribution terms and conditions of, and the identity of the Person making, any required supplement or amendment such Superior Acquisition Proposal and has contemporaneously provided to the Joint Proxy Statement/Prospectus Company a copy of such Superior Acquisition Proposal or any proposed Parent Acquisition Agreements (or, in each case, if not provided in writing to Parent, a written summary of the material terms thereof), (B) Parent has negotiated, and has caused its Representatives to negotiate, in good faith with the Company during such three (3) Business Day period, to the extent the Company wishes to negotiate, to make such revisions to the terms of this Agreement as would permit the Special Committee not to effect an Adverse Recommendation Change in connection with a Superior Acquisition Proposal or take any action pursuant to Section 10.01(d)(ii), and (C) following the end of the three (3) Business Days’ notice period, the Special Committee shall have determined, after consultation with the Companyits independent financial advisors and outside legal counsel, for a single period not to exceed ten Business Days, to solicit additional proxies if necessary to obtain the Parent Shareholder Approval. The Company may require Parent to adjourn, delay or postpone the Parent Shareholder Meeting once for a period not to exceed 30 calendar days (but prior and giving due consideration to the date that is two Business Days prior revisions to the End Date) terms of this Agreement to solicit additional proxies necessary to obtain the Parent Shareholder Approval. Once Parent has established a record date for which the Company Shareholder Meetinghas irrevocably committed in writing, Parent that the Acquisition Proposal would nevertheless constitute a Superior Acquisition Proposal and that such action is required to comply with the directors’ fiduciary duties under Applicable Law (it being previously understood and agreed that any change to the financial or other material terms of a proposal that was previously the subject of a notice hereunder shall not change such record date or establish require a different record date for the Parent Shareholder Meeting without the prior written consent of new notice to the Company (not to be unreasonably withheld, delayed or conditionedas provided above), unless required but with respect to do so by Applicable Law or Parent’s organizational documents. Without the prior written consent of the Company, the approval of the Parent Stock Issuance any subsequent notices references herein to a “three (3) Business Day notice period” shall be the only matter deemed references to a “two (other than matters of procedure and matters required by Applicable Law to be voted on by Parent’s stockholders in connection with the approval of the Parent Stock Issuance2) that Parent shall propose to be acted on by the shareholders of Parent at the Parent Shareholder MeetingBusiness Day notice period.”

Parent Shareholder Meeting. (a) Subject to the terms of this Agreement, Parent shall cause a meeting of its shareholders will: (i) convene and conduct the “Parent Shareholder Meeting”) to be duly called Meeting in accordance with the constitutive documents of Parent and held applicable Law as soon promptly as reasonably practicable after the date of this Agreement (but in no event later than 40 days after the Registration Statement is declared effective under the 0000 Xxx) practicable, for the purpose of voting on the approval of the issuance of shares of Parent Class A Common Stock as part of the Merger Consideration (the “Parent Stock Issuance”). In connection with considering the Parent Shareholder MeetingResolutions, the Board of Directors of Parent shall (i) (1) recommend approval of the Parent Stock Issuance to Parent’s shareholders and (2) use its reasonable best efforts to obtain the Parent Shareholder Approval and (ii) otherwise comply with all legal requirements applicable to such meeting. Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, the Parent Stock Issuance shall be submitted to the Parent’s shareholders at the Parent Shareholder Meeting. Parent shall not, without the prior written consent of the Company, adjourn or postpone the Parent Shareholder Meeting; provided that Parent may, without the prior written consent of the Company adjourn or postpone the Parent Shareholder Meeting (A) if, as of the time for which the Parent Shareholder Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus), there are insufficient shares of Parent Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Shareholder Meeting, (B) after consultation with the Company, if the failure to adjourn or postpone the Parent Shareholder Meeting would reasonably be expected to be a violation of Applicable Law for the distribution of any required supplement or amendment to the Joint Proxy Statement/Prospectus or (C) after consultation with the Company, for a single period not to exceed ten Business Days, to solicit additional proxies if necessary to obtain the Parent Shareholder Approval. The Company may require Parent to adjourn, delay postpone or postpone cancel (or propose the Parent Shareholder Meeting once for a period not to exceed 30 calendar days (but prior to the date that is two Business Days prior to the End Dateadjournment, postponement or cancellation of) to solicit additional proxies necessary to obtain the Parent Shareholder Approval. Once Parent has established a record date for the Company Shareholder Meeting, Parent shall not change such record date or establish a different record date for the Parent Shareholder Meeting without the prior written consent of the Company (which consent will not to be unreasonably withheld, delayed withheld or conditioneddelayed), unless except in the case of an adjournment or postponement as required to do so by Applicable applicable Law or Parent’s organizational documents. Without the prior written consent for quorum purposes; (ii) solicit proxies (without being obliged to engage a proxy solicitation agent) in favor of the Company, the approval of the Parent Stock Issuance shall be Resolutions and against any resolution inconsistent with the only matter Parent Resolutions; (iii) consult with the Company in fixing the date of the Parent Shareholder Meeting and the record date for purposes of notice thereof and voting thereat, give notice to the Company of the Parent Shareholder Meeting and allow the Company’s Representatives to attend the Parent Shareholder Meeting; (iv) promptly advise the Company at such times as the Company may reasonably request and at least on a daily basis on each of the last ten Business Days prior to the date of the Parent Shareholder Meeting, as to the tally of the proxies and other than voting documentation received by Parent in respect of the Parent Resolutions and other matters of procedure and matters required by Applicable Law to be voted on by Parent’s stockholders in connection with the approval of the Parent Stock Issuance) that Parent shall propose to be acted on by the shareholders of Parent upon at the Parent Shareholder Meeting, the number of Class A Restricted Voting Shares with respect to which BCAC Dissent Rights were exercised and the numbers of notices of redemption of Parent’s Class A Restricted Voting Shares by on or behalf of the holders thereof; and (v) not change the record date for Parent Shareholders entitled to notice of or to vote at the Parent Shareholder Meeting in connection with any adjournment or postponement of the Parent Shareholder Meeting, or change any other matters in connection with the Parent Shareholder Meeting unless required by Law or consented to in writing by the Company (which consent will not be unreasonably withheld or delayed). (b) Parent will, as promptly as reasonably practicable, prepare and complete, in consultation with the Company, the Parent Circular together with any other documents required by Law in connection with the Parent Shareholder Meeting, and Parent will, subject to obtaining TSX approval and a final receipt for its OSC Prospectus from the Securities Regulatory Authorities, cause the Parent Circular and such other documents to be filed with the Securities Regulatory Authorities and sent to each Parent Shareholder and other Persons as required by applicable Law, in each case so as to permit the Parent Shareholder Meeting to be held by the date determined pursuant to Section ‎5.13(a). (c) Parent will ensure that the Parent Circular complies in all material respects with applicable Law, does not contain any misrepresentation (except that Parent will not be responsible for any information relating to the Company and its Subsidiaries, or its business and affairs that is contained in the Parent Circular and that was approved for inclusion therein by the Company in writing, acting reasonably) and provides Parent Shareholders sufficient information to permit them to form a reasonably informed judgment concerning the matters to be placed before the Parent Shareholder Meeting. Without limiting the generality of the foregoing, the Parent Circular will include a statement that the Parent Board has determined that the Parent Resolutions are in the best interests of Parent and recommends that Parent Shareholders vote in favor of the Parent Resolutions (the “Parent Board Recommendation”). The Parent Board will not (and no committee or subgroup thereof will) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the Parent Board Recommendation in any manner adverse to the Company (a “Parent Change in Recommendation”), except and only to the extent that the Parent Board (or any such committee) determines after consultation with counsel that so doing is required by Law or fiduciary requirements. (d) Parent will give the Company and its auditors and legal counsel a reasonable opportunity to review and comment on drafts of the Parent Circular and other related documents, and will give reasonable consideration to any comments made by the Company and its auditors and counsel, and agrees that all information relating to the Company included in the Parent Circular must be in a form and content satisfactory to the Company, acting reasonably. (e) The Company will provide to Parent in writing all necessary information concerning the Company that is required by Law to be included by Parent in the Parent Circular or other related documents, use Commercially Reasonable Efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Parent Circular and to the identification in the Parent Circular of each such advisor, and will ensure that such information does not contain any misrepresentation concerning the Company. (f) Each Party will promptly notify the other Party if it becomes aware that the Parent Circular contains a misrepresentation or otherwise requires an amendment or supplement. The Parties will cooperate in the preparation of any such amendment or supplement as required or appropriate, and Parent will promptly mail, file or otherwise publicly disseminate any such amendment or supplement to Parent Shareholders and file the same with the Securities Regulatory Authorities or any other Governmental Entity as required. (g) Parent will extend the Redemption Right for any minimum period required by any rule, regulation, interpretation or position of the OSC, TSX or the respective staff thereof that is applicable to the Redemption Right, and pursuant to the BC Parent Articles. Nothing in this Section ‎5.13(g) will be deemed to impair, limit or otherwise restrict in any manner the right of Parent to terminate this Agreement in accordance with ‎Article VII.

Parent Shareholder Meeting. (a) Parent shall cause establish a meeting of its shareholders record date (which date shall be mutually agreed with the “Company) for, duly call, give notice of, convene and hold the Parent Shareholder Meeting”) to be duly called and held as soon as reasonably practicable after the date of this Agreement (but in no event later than 40 days after the Registration Statement is declared effective under the 0000 Xxx) , for the purpose of voting on the approval of Transaction Proposals, which meeting shall be held not more than forty-five (45) days after the issuance of shares of date on which Parent Class A Common Stock as part of mails the Merger Consideration Registration Statement / Proxy Statement to its shareholders (the “Parent Stock Issuance”not including any adjournment thereof). In connection with the Parent Shareholder Meeting, the Board of Directors of Parent shall (i) (1) recommend approval of the Parent Stock Issuance to Parent’s shareholders and (2) use its reasonable best efforts to obtain the Parent Shareholder Approval and (ii) otherwise comply with all legal requirements applicable to such meeting. Without limiting the generality approval of the foregoingRequired Transaction Proposals, unless including by soliciting proxies as promptly as practicable in accordance with applicable Law and the Parent Governing Documents for the purpose of approving the Transaction Proposals. Parent shall, through the Parent Board, recommend to its shareholders that they vote in favor of the Transaction Proposals (the “Parent Board Recommendation”), and Parent shall include the Parent Board Recommendation in the Registration Statement / Proxy Statement. Unless this Agreement has been duly terminated in accordance with its terms, the Parent Stock Issuance Board shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose to change, withhold, withdraw, qualify or modify the Parent Board Recommendation (a “Change in Recommendation”); provided, that the Parent Board may make a Change in Recommendation if it determines in good faith that a failure to make a Change in Recommendation would reasonably be expected to be inconsistent with its fiduciary obligations under applicable Law. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall be submitted entitled to postpone or adjourn the Parent Shareholder Meeting on one or more occasions for an aggregate period of no longer than twenty (20) Business Days (a) to ensure that any supplement or amendment to the Registration Statement / Proxy Statement that the Parent Board has determined in good faith is required by applicable Law is disclosed to Parent’s shareholders at and for such supplement or amendment to be promptly disseminated to Parent’s shareholders prior to the Parent Shareholder Meeting. Parent shall not, without the prior written consent of the Company, adjourn or postpone the Parent Shareholder Meeting; provided that Parent may, without the prior written consent of the Company adjourn or postpone the Parent Shareholder Meeting (Ab) if, as of the time for which the Parent Shareholder Meeting is originally scheduled (as set forth in the Joint Registration Statement / Proxy Statement/Prospectus), there are insufficient shares of Parent Stock Class A Ordinary Shares and Parent Class B Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of to be conducted at the Parent Shareholder Meeting, (Bc) after consultation with in order to solicit additional proxies from shareholders in favor of the Companyadoption of the Required Transaction Proposals or (d) if a number Parent Class A Ordinary Shares have been elected to be redeemed by the holders thereof such that Parent does not reasonably expect that the condition set forth in Section 6.2(e) will be satisfied; provided, if that in the failure event of an adjournment pursuant to adjourn clauses (a) or postpone (b) above, the Parent Shareholder Meeting would reasonably shall be expected to be a violation of Applicable Law for reconvened as promptly as practicable following such time as the distribution of any required supplement or amendment to the Joint Proxy Statement/Prospectus or (C) after consultation with the Companymatters described in such clauses have been resolved, for a single period not to exceed ten Business Days, to solicit additional proxies if necessary to obtain the Parent Shareholder Approval. The Company may require Parent to adjourn, delay or postpone and in no event shall the Parent Shareholder Meeting once for be reconvened on a period not to exceed 30 calendar days (but prior to the date that is two later than five (5) Business Days prior to the End Outside Date) to solicit additional proxies necessary to obtain the Parent Shareholder Approval. Once Parent has established a record date for the Company Shareholder Meeting, Parent shall not change such record date or establish a different record date for the Parent Shareholder Meeting without the prior written consent of the Company (not to be unreasonably withheld, delayed or conditioned), unless required to do so by Applicable Law or Parent’s organizational documents. Without the prior written consent of the Company, the approval of the Parent Stock Issuance shall be the only matter (other than matters of procedure and matters required by Applicable Law to be voted on by Parent’s stockholders in connection with the approval of the Parent Stock Issuance) that Parent shall propose to be acted on by the shareholders of Parent at the Parent Shareholder Meeting.