Common use of Purchaser Meeting Clause in Contracts

Purchaser Meeting. (1) The Purchaser shall convene and conduct the Purchaser Meeting for the purpose of obtaining approval of the Purchaser Shareholder Resolution in accordance with the Purchaser’s Constating Documents, the terms of the CBG Group Agreements and applicable Law, including the policies of the TSX, and will use commercially reasonable efforts to schedule the Purchaser Meeting on the same day as the Company Meeting and, in any event no later than the date of the Company Meeting (or such later date as may be agreed to by the Parties in writing or required as a result of a delay by the Company in providing any information required to be included in the Purchaser Circular), and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Purchaser Meeting without the prior written consent of the Company, except in the case of an adjournment, as required for quorum purposes (in which case the Purchaser Meeting shall be adjourned and not cancelled), or as otherwise permitted under this Agreement. (2) The Purchaser shall, subject to compliance by the directors and officers of the Purchaser with their fiduciary duties and the terms of this Agreement, use commercially reasonable efforts to solicit proxies in favour of the Purchaser Shareholder Resolution and against any resolution submitted by any Person that is inconsistent with or seeks (without the Company’s consent) to hinder or delay the implementation of the matters dealt with the in the Purchaser Shareholder Resolution and the completion of the transactions contemplated by this Agreement, including at the Purchaser’s discretion, and at the Purchaser’s sole expense, using the services of dealers and proxy solicitation services. (3) The Purchaser shall promptly prepare and complete the Purchaser Circular together with any other documents required by applicable Law in connection with the Purchaser Meeting and the issuance of the Consideration Shares, and the Purchaser shall cause the Purchaser Circular and such other documents to be filed and sent to each Purchaser Shareholder and other Person as required by applicable Law. (4) The Purchaser shall ensure that the Purchaser Circular complies in material respects with applicable Law, does not contain any Misrepresentation (other than in respect to any written information with respect to the Company that is furnished in writing by or on behalf of the Company for inclusion in the Purchaser Circular) and provides the Purchaser Shareholders with sufficient information to permit them to form a reasoned judgment concerning the matters to be placed before them at the Purchaser Meeting. (5) The required level of approval (the “Required Purchaser Shareholder Approval”) for the Purchaser Shareholder Resolution shall be not less than a majority of the votes cast on the Purchaser Shareholder Resolution by holders of Purchaser Shares present in person or represented by proxy and entitled to vote at the Purchaser Meeting, and, if required by applicable Law, a simple majority of the votes cast on the Purchaser Shareholder Resolution by disinterested holders of Purchaser Shares.

Purchaser Meeting. (1) The Subject to the terms of this Agreement, the Purchaser shall shall: (a) use commercially reasonable efforts, within 10 Business Days of the date of this Agreement, to cause each of the Purchaser Shareholders disclosed in Section 2.5(1) of the Purchaser Disclosure Letter to enter into Purchaser Voting Support Agreements with the Company; (b) convene and conduct the Purchaser Meeting for the purpose of obtaining approval of the Purchaser Shareholder Resolution in accordance with the Purchaser’s Constating Documents, the terms of the CBG Group Agreements Documents and applicable Law, including the policies of the TSXLaw as soon as reasonably practicable, and will use commercially reasonable efforts to schedule the Purchaser Meeting on the same day as the Company Meeting and, in any event no later than the date of the Company Meeting on or before November 15, 2021 (or such later date as may be agreed to by the Parties in writing or required writing) for the purpose of obtaining approval of the Purchaser Shareholder Resolution and for any other proper purpose as a result of a delay by the Company in providing any information required to may be included set out in the Purchaser Circular), and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Purchaser Meeting without the prior written consent of the Company, except acting reasonably, except: (i) in the case of an adjournment, as required for quorum purposes (in which case the Purchaser Meeting shall be adjourned and not cancelled), ; (ii) as required by Law or by a Governmental Entity; or (iii) as otherwise required or permitted under this AgreementSection 4.7(3). (2c) The Purchaser shall, subject to compliance by the directors and officers of the a Purchaser with their fiduciary duties and the terms of this AgreementChange in Recommendation, use commercially reasonable efforts to solicit proxies in favour of the Purchaser Shareholder Resolution and against any resolution submitted by any Person that is inconsistent with or seeks (without the Company’s consent) to hinder or delay the implementation of the matters dealt with the in the Purchaser Shareholder Resolution and the completion of the transactions contemplated by this Agreement, including including, if so requested by the Company, acting reasonably: (i) if requested by the Company, retaining (at the Purchaser’s discretion, and at the Purchaser’s sole expense, using the services of dealers cost) dealer and proxy solicitation servicesservices firms to solicit proxies in favour of the approval of the Purchaser Shareholder Resolution; (ii) considering the input of the Company with respect to the solicitation of proxies in respect of the Purchaser Meeting; (iii) permitting the Company to assist and participate in all material interactions with such proxy solicitation agent; (iv) providing the Company with all material information distributions or updates from the proxy solicitation agent; (v) consulting with, and considering any suggestions from the Company with regards to the proxy solicitation agent; and (vi) consulting with the Company and keeping the Company apprised, with respect to such solicitation and other actions. (3d) The Purchaser shall promptly prepare and complete provide the Company with copies of or access to information as requested from time to time by the Company, acting reasonably, regarding the Purchaser Circular together Meeting generated by any transfer agent or proxy solicitation services firm which has been retained by the Purchaser; (e) 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 transactions contemplated by this Agreement; (f) consult with any other documents required by applicable Law the Company in connection with fixing the record date for the date of the Purchaser Meeting and the issuance date of the Consideration Purchaser Meeting, give notice to the Company of the Purchaser Meeting and allow the Company’s representatives and legal counsel to attend the Purchaser Meeting; (g) 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 10 Business Days prior to the date of the Purchaser Meeting, as to the aggregate tally of the proxies received by the Purchaser in respect of the Purchaser Shareholder Resolution; (h) not without the consent of the Company, change the record date for the Purchaser Shareholders entitled to vote at the Purchaser Meeting in connection with any adjournment or postponement of the Purchaser Meeting (unless required by Law); (i) not without the consent of the Company, waive or extend the deadline for the submission of proxies by the Purchaser Shareholders for the Purchaser Meeting; and (j) at the request of the Company from time to time, provide the Company with a list (in both written and electronic form) of (i) the registered Purchaser Shareholders, together with their addresses and respective holdings of Purchaser Shares, (ii) the names, addresses and holdings of all Persons having rights issued by the Purchaser to acquire Purchaser Shares, and (iii) to the extent available to the Purchaser, participants and book-based nominee registrants such as CDS & Co., CEDE & Co. and DTC, and non-objecting beneficial owners of Purchaser shall cause the Purchaser Circular and such other documents to be filed and sent to each Purchaser Shareholder Shares and other Person as required by applicable Law.security holders of the Purchaser, together with their addresses and respective holdings of Purchaser Shares and other securities of the Purchaser; and (4) The Purchaser shall ensure that the Purchaser Circular complies in material respects with applicable Law, does not contain any Misrepresentation (other than in respect to any written information with respect to the Company that is furnished in writing by or on behalf of the Company for inclusion in the Purchaser Circular) and provides the Purchaser Shareholders with sufficient information to permit them to form a reasoned judgment concerning the matters to be placed before them at the Purchaser Meeting. (5k) The required level of approval (the “Required Purchaser Shareholder Approval”) for the Purchaser Shareholder Resolution related to the transactions contemplated under this Agreement shall be not less than a majority of the votes cast on the Purchaser Shareholder Resolution by holders of Purchaser Shares present in person or represented by proxy and entitled to vote at the Purchaser Meeting, and, if required by applicable Law, a simple majority of the votes cast on the Purchaser Shareholder Resolution by disinterested holders Purchaser Shareholders present in person or represented by proxy at the Purchaser Meeting, excluding any votes attached to Purchaser Shares in accordance with Part 8 of MI 61-101. (2) The Purchaser SharesBoard shall not change, modify, withdraw or otherwise qualify the Purchaser Board Recommendation at any time prior to the Purchaser Meeting and shall publicly reaffirm the Purchaser Board Recommendation promptly following receipt of a written request from the Company, acting reasonably; provided, however, that the Purchaser Board may effect a Purchaser Change in Recommendation solely in the context of authorizing the Purchaser to enter into an agreement with respect to a Purchaser Superior Proposal and to terminate this Agreement pursuant to Section 7.2(1)(d)(iii).

Purchaser Meeting. Subject to the terms of this Agreement, the Purchaser shall: (1) The Purchaser shall convene and conduct the Purchaser Meeting for the purpose of obtaining approval of the Purchaser Shareholder Resolution in accordance with the Purchaser’s Constating Documents, the terms of the CBG Group Agreements Documents as soon as reasonably practicable and applicable Law, including the policies of the TSX, and will use commercially reasonable efforts to schedule the Purchaser Meeting on the same day as the Company Meeting and, in any event no later than prior to January 31, 2016 for the date purpose of considering the Company Meeting (or such later date Purchaser Shareholder Approval resolution and for any other proper purpose as may be set out in the Purchaser Circular and agreed to by the Parties in writing or required as a result of a delay by the Company in providing any information required to be included in the Purchaser Circular)Company, acting reasonably, and not except as required for quorum purposes, as required by Laws, or otherwise as permitted under this Agreement, adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Purchaser Meeting without the prior written consent of the Company, except in the case of an adjournment, as required for quorum purposes (in which case the Purchaser Meeting shall be adjourned and not cancelled), or as otherwise permitted under this Agreement.; (2) The Purchaser shall, subject to compliance by the directors and officers of the Purchaser with their fiduciary duties and the terms of this Agreement, use commercially reasonable efforts to solicit proxies in favour of the approval of the Purchaser Shareholder Resolution Approval resolution and against any resolution submitted by any Person Purchaser Shareholder that is inconsistent with or seeks (without the Company’s consent) to hinder or delay the implementation of the matters dealt with the in the Purchaser Shareholder Resolution Approval resolution and the completion of any of the transactions contemplated by this Agreement, including 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 Purchaser’s discretion, and at the Purchaser’s sole expense, using the services of dealers and proxy solicitation services.; (3) The Purchaser shall promptly prepare and complete consult with the Company in fixing the date of the Purchaser Circular together Meeting (it being agreed that the Purchaser and the Company will use their commercially reasonable efforts to schedule the Company Meeting and the Purchaser Meeting on the same day and at the same time); (4) give notice to the Company of the Purchaser Meeting and allow the Company’s Representatives and legal counsel to attend the Purchaser Meeting; (5) not change the record date for the Purchaser Shareholders entitled to vote at the Purchaser Meeting in connection with any adjournment or postponement of the Purchaser Meeting, or change any other documents required by applicable Law matters in connection with the Purchaser Meeting unless required by Law or approved by the Company; and (6) advise the Company as the Company may reasonably request, and the issuance at least on a daily basis on each of the Consideration Shares, and the Purchaser shall cause the Purchaser Circular and such other documents to be filed and sent to each Purchaser Shareholder and other Person as required by applicable Law. last ten (410) The Purchaser shall ensure that the Purchaser Circular complies in material respects with applicable Law, does not contain any Misrepresentation (other than in respect to any written information with respect Business Days prior to the Company that is furnished in writing by or on behalf date of the Company for inclusion in the Purchaser Circular) and provides the Purchaser Shareholders with sufficient information to permit them to form a reasoned judgment concerning the matters to be placed before them at the Purchaser Meeting. (5) The required level of approval (the “Required Purchaser Shareholder Approval”) for the Purchaser Shareholder Resolution shall be not less than a majority of the votes cast on the Purchaser Shareholder Resolution by holders of Purchaser Shares present in person or represented by proxy and entitled to vote at the Purchaser Meeting, and, if required by applicable Law, a simple majority as to the aggregate tally of the votes cast on proxies received by Purchaser in respect of the Purchaser Shareholder Resolution by disinterested holders of Purchaser SharesApproval resolution.

Purchaser Meeting. (1) Subject to the terms of this Agreement: (a) As promptly as reasonably practicable following the execution of this Agreement, Purchaser shall, prepare the notice of meeting of the Purchaser Meeting (the “Purchaser Meeting Notice”) required by it in order to seek the Purchaser Shareholder Approval, and prepare a prospectus, if applicable, in connection with the Purchaser Capital Raise. (b) Purchaser shall: (i) no later than January 25, 2024 provide and if required, file the Purchaser Meeting Notice with the ASIC; (ii) no later than January 25, 2024, dispatch its Purchaser Meeting Notice in respect of the Purchaser Shareholder Approval and call for the Purchaser Meeting to occur on or before February 26, 2024, and (iii) on or before February 12, 2024, lodge with the ASIC the prospectus in respect of the Purchaser Capital Raise. (c) The Purchaser shall convene and conduct the Purchaser Meeting for the purpose of obtaining approval of the Purchaser Shareholder Resolution in accordance with the Purchaser’s Constating Documents, the terms of the CBG Group Agreements and applicable Law, including the policies of the TSX, and will use commercially reasonable efforts to schedule the Purchaser Meeting on the same day as the Company Meeting and, in any event no later than the date of the Company Meeting (or such later date as may be agreed to by the Parties in writing or required as a result of a delay by the Company in providing any information required to be included in the Purchaser Circular), and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Purchaser Meeting without the prior written consent of the Company, except (i) where the Purchaser will not have a sufficient number of securities represented (either in person or by proxy) to constitute a quorum necessary to conduct the case business of an adjournmentthe Purchaser Meeting, as required for quorum purposes (in which case the Purchaser shall have the right to, on one or more occasions, without the prior written consent of the Company, to postpone or adjourn the Purchaser Meeting shall be adjourned and not cancelled), for the minimum duration necessary to satisfy the quorum requirement; (ii) as required by Law or by a Governmental Entity; (iii) for an adjournment for the purpose of attempting to obtain the Required Approval; or (iv) as otherwise permitted under by this Agreement. (2d) The Purchaser shall, subject agrees to compliance by give notice to the directors and officers Company of the Purchaser with their fiduciary duties Meeting and allow the Company and the terms Company’s Representatives to attend the Purchaser Meeting. (e) The Purchaser agrees to promptly advise the Company, at such times as the Company may reasonably request in writing and at least on a daily basis on each of this Agreementthe last seven Business Days prior to the date of the Purchaser Meeting, use commercially reasonable efforts as to solicit the aggregate tally of the proxies received by the Company in favour respect of the Purchaser Shareholder Resolution and against any resolution submitted by any Person that is inconsistent with or seeks (without the Company’s consent) to hinder or delay the implementation of the matters dealt with the in the Purchaser Shareholder Resolution and the completion of the transactions contemplated by this Agreement, including at the Purchaser’s discretion, and at the Purchaser’s sole expense, using the services of dealers and proxy solicitation servicesApproval. (3f) The Purchaser shall promptly prepare and complete the Purchaser Circular together with any other documents required by applicable Law in connection with the Purchaser Meeting and the issuance of the Consideration Shares, and the Purchaser shall cause the Purchaser Circular and such other documents agrees to be filed and sent to each Purchaser Shareholder and other Person as required by applicable Law. (4) The Purchaser shall ensure that the Purchaser Circular complies in material respects with applicable Law, does not contain any Misrepresentation (other than in respect to any written information with respect provide notice to the Company that is furnished in writing by or on behalf of the Company record date fixed for inclusion in the Purchaser Circular) and provides the purpose of determining Purchaser Shareholders with sufficient information entitled to permit them to form a reasoned judgment concerning the matters to be placed before them receive notice of and vote at the Purchaser Meeting. (5g) The required level of approval (Unless this Agreement is validly terminated, Purchaser shall continue to take all reasonable steps necessary to hold the “Required Purchaser Shareholder Approval”) for Meeting to obtain the Purchaser Shareholder Resolution shall be Approval and not less than a majority of the votes cast on to propose to adjourn, postpone or cancel the Purchaser Shareholder Resolution Meeting other than as contemplated by holders of Purchaser Shares present in person or represented by proxy and entitled to vote at the Purchaser Meeting, and, if required by applicable Law, a simple majority of the votes cast on the Purchaser Shareholder Resolution by disinterested holders of Purchaser SharesSection 4.4(1)(c).

Purchaser Meeting. (1) The Purchaser shall shall: (a) convene and conduct the Purchaser Meeting for the purpose of obtaining approval of the Purchaser Shareholder Resolution in accordance with the Purchaser’s Constating DocumentsDocuments on or before June 24, 2016 for the terms purpose of the CBG Group Agreements and applicable Law, including the policies of the TSX, and will use commercially reasonable efforts to schedule considering the Purchaser Meeting on the same day as the Company Meeting and, in Shareholder Approval Resolution and for any event no later than the date of the Company Meeting (or such later date other proper purpose as may be set out in the Purchaser Circular and agreed to by the Parties in writing or required as a result of a delay by the Company in providing any information required to be included in the Purchaser Circular)Company, acting reasonably, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Purchaser Meeting without the prior written consent of the Company, except in the case of an adjournment, as required for quorum purposes (in which case the Purchaser Meeting shall be adjourned and not cancelled), or as otherwise permitted under this Agreement.Section 4.6(3) or Section 5.7(5); (2b) The Purchaser shall, subject to compliance by the directors and officers of the Purchaser with their fiduciary duties and the terms of this Agreement, use commercially reasonable efforts to solicit proxies in favour of the approval of the Purchaser Shareholder Approval Resolution and against any resolution submitted by any Person Purchaser Shareholder that is inconsistent with or seeks (without the Company’s consent) to hinder or delay the implementation of the matters dealt with the in the Purchaser Shareholder Approval Resolution and the completion of any of the transactions contemplated by this Agreement, including 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 Purchaser’s discretion, expense; (c) consult with the Company in fixing the date of the Purchaser Meeting (it being agreed that the Purchaser and the Company will use their commercially reasonable efforts to schedule the Company Meeting and the Purchaser Meeting on the same day and at the Purchaser’s sole expense, using same time) and the services record date for the Purchaser Meeting; (d) provide the Company with copies of dealers and or access to information regarding the Purchaser Meeting generated by any dealer or proxy solicitation services.services firm, as requested from time-to-time by the Company; (3e) The Purchaser shall promptly prepare and complete give notice to the Company of the Purchaser Circular together Meeting and allow the Company’s Representatives and legal counsel to attend the Purchaser Meeting; (f) not change the record date for the Purchaser Shareholders entitled to vote at the Purchaser Meeting in connection with any adjournment or postponement of the Purchaser Meeting, or change any other documents required by applicable Law matters in connection with the Purchaser Meeting unless required by Law or approved by the Company; and (g) promptly advise the Company, at such times as the Company may reasonably request and the issuance at least on a daily basis on each of the Consideration Shares, and the Purchaser shall cause the Purchaser Circular and such other documents to be filed and sent to each Purchaser Shareholder and other Person as required by applicable Law. last ten (410) The Purchaser shall ensure that the Purchaser Circular complies in material respects with applicable Law, does not contain any Misrepresentation (other than in respect to any written information with respect Business Days prior to the Company that is furnished in writing by or on behalf date of the Company for inclusion in the Purchaser Circular) and provides the Purchaser Shareholders with sufficient information to permit them to form a reasoned judgment concerning the matters to be placed before them at the Purchaser Meeting. (5) The required level of approval (the “Required Purchaser Shareholder Approval”) for the Purchaser Shareholder Resolution shall be not less than a majority of the votes cast on the Purchaser Shareholder Resolution by holders of Purchaser Shares present in person or represented by proxy and entitled to vote at the Purchaser Meeting, and, if required by applicable Law, a simple majority as to the aggregate tally of the votes cast on proxies received by Purchaser in respect of the Purchaser Shareholder Approval Resolution. (2) Notwithstanding Section 2.5(1), if so permitted by the TSX and the NYSE (if applicable), the Parties agree that the Purchaser may satisfy its obligations under Section 2.5 and Section 2.6 and any other similar obligations under this Agreement by obtaining written approval (“Purchaser Shareholder Written Approval”) of the Purchaser Shareholder Approval Resolution by disinterested from holders of more than 50% of the Purchaser SharesShares in lieu of calling and holding the Purchaser Meeting as authorized and approved by the TSX and the NYSE (if applicable).

Purchaser Meeting. (1) The Purchaser This Section 5.8 shall convene and conduct the Purchaser Meeting for the purpose of obtaining only be applicable if approval of the Purchaser Shareholder Resolution in accordance with by the Purchaser’s Constating Documents, the terms of the CBG Group Agreements and applicable Law, including the policies of the TSX, and will use commercially reasonable efforts to schedule the Purchaser Meeting on the same day as the Company Meeting and, in any event no later than the date of the Company Meeting (or such later date as may be agreed to by the Parties in writing or required as a result of a delay by the Company in providing any information required to be included in the Purchaser Circular), and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Purchaser Meeting without the prior written consent of the Company, except in the case of an adjournment, as required for quorum purposes (in which case the Purchaser Meeting shall be adjourned and not cancelled), or as otherwise permitted under this Agreement. (2) The Purchaser shall, subject to compliance by the directors and officers of the Purchaser with their fiduciary duties and the terms of this Agreement, use commercially reasonable efforts to solicit proxies in favour of the Purchaser Shareholder Resolution and against any resolution submitted by any Person that is inconsistent with or seeks (without the Company’s consent) to hinder or delay the implementation of the matters dealt with the in the Purchaser Shareholder Resolution and the completion shareholders of the transactions contemplated by this Agreement, including at Agreement is required by the Purchaser’s discretion, and at the Purchaser’s sole expense, using the services of dealers and proxy solicitation servicesTSXV or otherwise under applicable Law. (3a) The As promptly as reasonably practicable following the determination that such shareholder approval is required, which determination shall be made by the Purchaser promptly after execution of this Agreement, the Purchaser shall promptly prepare and complete the Purchaser Circular together with any other documents required by applicable Law Laws in connection with the Purchaser Meeting and the issuance of the Consideration Shares, and the Purchaser shall cause the Purchaser Circular and such other documents to be filed in accordance with the Applicable Securities Laws and any securities commission and regulatory authority in Canada and the United States, as applicable, and sent to each Purchaser Shareholder Person, in each case, within the timelines required by, and other Person as required by applicable LawLaws, so as to permit the Purchaser Meeting to be held prior to the Closing Date. The Purchaser shall ensure that the Purchaser Circular does not contain a Misrepresentation (provided that the Purchaser shall not be responsible for the accuracy of any Target Information or any other information furnished by the Sellers for purposes of inclusion in the Purchaser Circular pursuant to this Section 5.8). (4b) The Sellers shall provide to the Purchaser all necessary information concerning the Sellers and the Target Corporation for inclusion in the Purchaser Circular including the Target Information, in each case as required by applicable Law or at the consent of the Purchaser, acting reasonably. The Sellers and shall advise the Purchaser if any such information would include any Misrepresentation concerning the Sellers or the Target Corporation. (c) The Purchaser Circular must: (i) contain a statement that the Purchaser Board unanimously recommends that the shareholders vote in favour of the transactions contemplated hereby; (ii) contain a statement that each director of the Purchaser intends to vote all of such Person’s securities of the Purchaser in favour of the Transaction Resolution and against any resolution submitted by any shareholder of the Purchaser that would reasonably be expected to adversely affect or reduce the likelihood of the successful completion of the transactions contemplated hereby. For greater certainty, nothing in this Agreement restricts or prohibits the Purchaser from, in good faith and upon advice of legal counsel, acting in accordance with their fiduciary duties. (d) The Purchaser shall ensure that the Purchaser Circular complies in all material respects with all applicable LawLaws, does and, without limiting the generality of the foregoing, that the Purchaser Circular shall not contain any Misrepresentation (other than in with respect to any written information with respect to furnished by the Company that is furnished in writing by or on behalf of the Company Sellers for inclusion in the Purchaser Circular). (e) The Sellers and provides the Sellers’ legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Purchaser Shareholders Circular and other documents related thereto prior to filing such materials on SEDAR, and reasonable consideration shall be given to any comments made by the Sellers and the Sellers’ legal counsel, provided that all information relating solely to the Sellers included in the Purchaser Circular shall be in form and content satisfactory to the Sellers. (f) Each of the Purchaser, on the one hand, and the Sellers, on the other, shall promptly notify the other Party if such Party becomes aware that the Purchaser Circular contains a Misrepresentation or otherwise requires an amendment or supplement and the Purchaser and the Sellers shall cooperate in the preparation of any amendment or supplement to the Purchaser Circular as required or appropriate and the Purchaser shall promptly mail, otherwise publicly disseminate and file any amendment or supplement to the Purchaser Circular as required by applicable Laws. (g) The Purchaser shall convene and conduct the Purchaser Meeting in accordance with sufficient information the Purchaser’s constating documents and applicable Laws as promptly as practicable and in any event, prior to permit them the Closing Date, and not to form a reasoned judgment concerning propose to adjourn or postpone the matters Purchaser Meeting except: (a) as required for quorum purposes or by applicable Laws; or (b) for an adjournment consented to be placed before them at by the Sellers. (h) The Purchaser shall use its commercially reasonable efforts to solicit proxies in favour of the approval of the Transaction Resolution. (i) The Purchaser shall give notice to the Sellers of the Purchaser Meeting and allow the Sellers’ representatives and legal counsel to attend the Purchaser Meeting. (5j) The required level of approval (Purchaser shall advise the “Required Purchaser Shareholder Approval”) for Sellers, as the Purchaser Shareholder Resolution shall be not less than Sellers may reasonably request, and at least on a majority daily basis on each of the votes cast on last ten (10) Business Days prior to the Purchaser Shareholder Resolution by holders date of Purchaser Shares present in person or represented by proxy and entitled to vote at the Purchaser Meeting, and, if required by applicable Law, a simple majority as to the aggregate tally of the votes cast on proxies received by the Purchaser Shareholder in respect of the Transaction Resolution by disinterested holders of Purchaser Sharesand any further information respecting such proxies as the Sellers may reasonably request.

Purchaser Meeting. Subject to the terms of this Agreement, the Purchaser covenants in favour of the Partnership Entities and the Corporation that it shall: (1a) The Purchaser shall convene in accordance with the terms of and the procedures contained in applicable Law, duly call, give notice of, convene, hold and conduct the Purchaser Meeting for the purpose of obtaining approval of the Purchaser Shareholder Resolution in accordance with the Purchaser’s Constating Documents, the terms of the CBG Group Agreements and applicable Law, including the policies of the TSX, and will use commercially reasonable efforts to schedule the Purchaser Meeting on the same day as the Company Meeting and, in any event no later than soon as reasonably practicable following the date of execution of this Agreement and the Company Meeting (or such later date as may be agreed receipt of all Regulatory Approvals under applicable Securities Laws related to by the Parties in writing or required as a result of a delay by the Company in providing any information required Form S-4, to be included in consider and, if deemed advisable, to approve the Purchaser CircularShare Issuance Resolution; (b) in consultation with the Partnership Entities, fix and publish a record date for the purposes of determining the Purchaser Shareholders entitled to receive notice of and vote at the Purchaser Meeting; (c) except as required for quorum purposes or otherwise permitted under this Agreement, the Purchaser shall not adjourn (except as required by Law or by valid Purchaser Shareholder action), and not adjourn, postpone or cancel (or propose to permit the adjournmentadjournment (except as required by Law or by valid Purchaser Shareholder action), postponement or cancellation of) the Purchaser Meeting without the prior written consent of the Company, except in the case of an adjournment, as required for quorum purposes (in which case the Purchaser Meeting shall be adjourned and not cancelled), or as otherwise permitted under this Agreement.Partnership Entities; (2d) The Purchaser shall, subject to compliance by the directors and officers of the Purchaser with their fiduciary duties and the terms of this Agreement, use commercially reasonable efforts to (i) solicit proxies of Purchaser Shareholders in favour of the Purchaser Shareholder Share Issuance Resolution and against any resolution submitted by any Person that is inconsistent with or seeks (without other Purchaser Shareholder, including, if so reasonably requested by the Company’s consent) to hinder or delay the implementation of the matters dealt with the in the Purchaser Shareholder Resolution and the completion of the transactions contemplated by this Agreement, including at the Purchaser’s discretion, and at the Purchaser’s sole expensePartnership Entities, using the services of dealers and proxy solicitation services. services and permitting the Partnership Entities to otherwise assist the Purchaser in such solicitation, and take all other actions that are necessary or reasonably desirable to seek the approval of the Purchaser Share Issuance Resolution by the Purchaser Shareholders, (3ii) The Purchaser shall promptly prepare and complete in the Purchaser Circular together with any other documents required by applicable Law in connection with the Purchaser Meeting and the issuance of the Consideration Shares, and the Purchaser shall cause the Purchaser Circular and such other documents recommend to be filed and sent to each Purchaser Shareholder and other Person as required by applicable Law. (4) The Purchaser shall ensure that the Purchaser Circular complies in material respects with applicable Law, does not contain any Misrepresentation (other than in respect to any written information with respect to the Company that is furnished in writing by or on behalf of the Company for inclusion in the Purchaser Circular) and provides the Purchaser Shareholders with sufficient information to permit them to form a reasoned judgment concerning the matters to be placed before them at the Purchaser Meeting. (5) The required level of approval (the “Required Purchaser Shareholder Approval”) for the Purchaser Shareholder Resolution shall be not less than a majority of the votes cast on the Purchaser Shareholder Resolution by holders of Purchaser Shares present that they vote in person or represented by proxy favour of the Purchaser Share Issuance Resolution, and entitled (iii) include in the Purchaser Circular a statement that each director and executive officer of the Purchaser intends to vote all of such Person’s Purchaser Shares in favour of the Purchaser Share Issuance Resolution; and (e) advise the Partnership Entities and the Corporation as each may reasonably request, and at least on a daily basis on each of the last 10 Business Days prior to the date of the Purchaser Meeting, and, if required by applicable Law, a simple majority as to the aggregate tally of the votes cast on proxies received in respect of the Purchaser Shareholder Resolution by disinterested holders of Purchaser SharesShare Issuance Resolution.

Purchaser Meeting. ‌ (1a) The Purchaser shall convene and conduct the Purchaser Meeting for the purpose of obtaining approval of the Purchaser Shareholder Resolution in accordance with the Purchaser’s Constating Documents, the terms notice of the CBG Group Agreements articles and articles and applicable Law, including the policies of the TSXLaw as soon as reasonably practicable, and will use commercially reasonable efforts to schedule the Purchaser Meeting on the same day as the Company Meeting and, in any event no later than the date of the Company Meeting (on or such later date as may be agreed to by the Parties in writing or required as a result of a delay by the Company in providing any information required to be included in the Purchaser Circular)before July 30, 2020, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Purchaser Meeting without the prior written consent of the Company, except in the case of an adjournment, except: (i) as required for quorum purposes (in which case the Purchaser Meeting shall be adjourned and not cancelled), by applicable Law or by a valid Purchaser Shareholder action (which action is not solicited or proposed by the Purchaser or the Purchaser Board); (ii) in the event that the Company Meeting is adjourned or postponed, in which case the Purchaser Meeting may be adjourned or postponed in order to ensure that the Purchaser Meeting occurs on the same day as the Company Meeting; or (iii) as otherwise expressly permitted under this Agreement.; (2b) The Purchaser shall, subject to compliance by the directors and officers of the Purchaser with their fiduciary duties and the terms of this Agreement, use commercially reasonable efforts to solicit proxies in favour of the approval of the Purchaser Shareholder Resolution and against any resolution submitted by any Person Company Shareholder that is inconsistent with or seeks (without the Company’s consent) to hinder or delay the implementation of the matters dealt with the in the Purchaser Shareholder Resolution and or the completion of any of the transactions contemplated by this Agreement, including including, at the Purchaser’s discretiondiscretion or if so requested by the Company, and at the Purchaser’s sole expenseacting reasonably, using the services of dealers and proxy solicitation services.services firms acceptable to the Purchaser to solicit proxies in favour of the approval of the Purchaser Shareholder Resolution; (3c) The Purchaser shall promptly prepare and complete provide the Company with copies of or access to information regarding the Purchaser Circular together Meeting generated by any proxy solicitation services firm, as reasonably requested from time to time by the Company, acting reasonably; (d) consult with any other documents required by applicable Law the Company in connection with fixing the date of the Purchaser Meeting, give notice to the Company of the Purchaser Meeting and allow the issuance Company’s representatives and legal counsel to attend the Purchaser Meeting; (e) promptly advise the Company, at such times as the Company may reasonably request and at least on a daily basis on each of the Consideration Shares, and last 7 Business Days prior to the date of the Purchaser shall cause Meeting, as to the aggregate tally of the proxies received by the Purchaser Circular and such other documents to be filed and sent to each in respect of the Purchaser Shareholder and other Person as required by applicable Law.Resolution; (4f) The promptly advise the Company of receipt of any communication (written or oral) from any Purchaser shall ensure that Shareholder or any other securityholder of the Purchaser Circular complies in material respects with applicable Law, does not contain any Misrepresentation opposition to the Arrangement (other than in respect to any written information with respect to non-substantive communications); and (g) not change the Company that is furnished in writing by or on behalf of the Company record date for inclusion in the Purchaser Circular) and provides the Purchaser Shareholders with sufficient information to permit them to form a reasoned judgment concerning the matters to be placed before them at the Purchaser Meeting. (5) The required level of approval (the “Required Purchaser Shareholder Approval”) for the Purchaser Shareholder Resolution shall be not less than a majority of the votes cast on the Purchaser Shareholder Resolution by holders of Purchaser Shares present in person or represented by proxy and entitled to vote at the Purchaser Meeting, and, if Meeting in connection with any adjournment or postponement of the Purchaser Meeting (unless required by applicable Law, a simple majority of the votes cast on the Purchaser Shareholder Resolution by disinterested holders of Purchaser Shares).