Common use of Qualification of MEC Class A Shares Clause in Contracts

Qualification of MEC Class A Shares. If any MEC Class A Shares (or other shares or securities into which MEC Class A Shares may be reclassified or changed as contemplated by section 2.7 hereof) to be issued and delivered hereunder require registration or qualification with or approval of or the filing of any document, including any prospectus or similar document or the taking of any proceeding with or the obtaining of any order, ruling or consent from any governmental or regulatory authority under any Canadian or United States federal, provincial or state securities or other law or regulation or pursuant to the rules and regulations of any securities or other regulatory authority or the fulfilment of any other United States or Canadian legal requirement before such shares (or such other shares or securities) may be issued by MEC and delivered by MEC at the direction of Exchangeco, if applicable, to the holder of surrendered Exchangeable Shares or in order that such shares (or such other shares or securities) may be freely traded thereafter (other than any restrictions of general application on transfer by reason of a holder being a "control person" of MEC for purposes of Canadian provincial securities law or an "affiliate" of MEC for purposes of United States federal or state securities law), MEC will in good faith expeditiously take all such actions and do all such things as are necessary or desirable to cause such MEC Class A Shares (or such other shares or securities) to be and remain duly registered, qualified or approved under United States and/or Canadian law, as the case may be. MEC will in good faith expeditiously take all such actions and do all such things as are reasonably necessary or desirable to cause all MEC Class A Shares (or such other shares or securities) to be delivered hereunder to be listed, quoted or posted for trading on all stock exchanges and quotation systems on which outstanding MEC Class A Shares (or such other shares or securities) have been listed by MEC and remain listed and are quoted or posted for trading at such time.

Qualification of MEC Class A Shares. If MEC covenants that if any MEC Class A Shares (or other shares or securities into which MEC Class A Shares may be reclassified or changed as contemplated by section 2.7 hereof) to be issued and delivered hereunder pursuant to the Exchange Right or the Automatic Exchange Right require registration or qualification with or approval of or the filing of any document, including any prospectus or similar document document, or the taking of any proceeding with or the obtaining of any order, ruling or consent from any governmental or regulatory authority under any Canadian or United States federal, provincial or state securities or other law or regulation or pursuant to the rules and regulations of any securities or other regulatory authority or the fulfilment of any other Canadian or United States federal, provincial or Canadian state legal requirement before such shares (or such other shares or securities) may be issued by MEC and delivered by MEC at the direction of Exchangeco, if applicable, to the initial holder of surrendered Exchangeable Shares thereof or in order that such shares (or such other shares or securities) may be freely traded thereafter (other than any restrictions of general application on transfer by reason of a holder being a "control person" of MEC for purposes of Canadian provincial securities law or an "affiliate" of MEC for purposes of United States federal or state securities law), MEC will in good faith expeditiously take all such actions and do all such things as are necessary or desirable to cause such MEC Class A Shares (or such other shares or securities) to be and remain duly registered, qualified or approved under United States and/or Canadian law, as the case may beapproved. MEC will in good faith expeditiously take all such actions and do all such things as are reasonably necessary or desirable to cause all MEC Class A Shares (or such other shares or securities) to be delivered hereunder pursuant to the Exchange Right or the Automatic Exchange Rights to be listed, quoted or posted for trading on all stock exchanges and quotation systems on which outstanding MEC Class A Shares (or such other shares or securities) have been listed by MEC and remain listed and are quoted or posted for trading at such time.