Common use of QUALIFICATION OF SHARES OF PARENT COMMON STOCK Clause in Contracts

QUALIFICATION OF SHARES OF PARENT COMMON STOCK. The Parent covenants that if any shares of Parent Common Stock (or other shares or securities into which the Parent Common Stock may be reclassified or changed as contemplated by Section 2.6 hereof) to be issued and delivered hereunder, including for greater certainty, pursuant to the Exchangeable Share Provisions, or pursuant to the Exchange Right or the Automatic Exchange Rights 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 law or regulation or pursuant to the rules and regulations of any regulatory authority or the fulfillment of any other legal requirement (collectively, the "Applicable Laws") before such shares (or other shares or securities into which the Parent Common Stock may be reclassified or changed as contemplated by Section 2.6 hereof) may be issued and delivered by the Parent to the initial holder thereof, the Parent will use all commercially reasonable efforts to take all such actions and do all such things as are necessary to cause such shares of Parent Common Stock (or other shares or securities into which the Parent Common Stock may be reclassified or changed as contemplated by Section 2.6 hereof) to be and remain duly registered, qualified or approved. The Parent represents and warrants that it has in good faith taken all actions and done all things as are necessary under Applicable Laws (other than Applicable Laws relating to the ability to freely trade securities) as they exist on the date hereof to cause the shares of Parent Common Stock (or other shares or securities into which the Parent Common Stock may be reclassified or changed as contemplated by Section 2.6 hereof) to be issued and delivered hereunder, including for greater certainty, pursuant to the Exchangeable Share Provisions or pursuant to the Exchange Right and the Automatic Exchange Rights. The Parent will use all commercially reasonable efforts to take all such actions and do all such things as are necessary to cause all shares of Parent Common Stock (or other shares or securities into which the Parent Common Stock may be reclassified or changed as contemplated by Section 2.6 hereof) to be delivered hereunder in accordance with the terms of this Section 2.5.

QUALIFICATION OF SHARES OF PARENT COMMON STOCK. The Parent covenants that if If any shares of Parent Common Stock (or other shares or securities into which the Parent Common Stock may be reclassified or changed as contemplated by Section 2.6 2.7 hereof) to be issued and delivered hereunder, including for greater certainty, pursuant to the Exchangeable Share Provisions, or pursuant to the Exchange Right or the Automatic Exchange Rights hereunder require registration or qualification with or approval of or the filing of any document including any prospectus or similar document or document, 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 law or regulation or pursuant to the rules and regulations of any regulatory authority authority, or the fulfillment of any other legal requirement (collectively, the "Applicable Laws") before such shares (or such other shares or securities into which the Parent Common Stock may be reclassified or changed as contemplated by Section 2.6 hereofsecurities) may be issued by Parent and delivered by Parent at the Parent direction of Subco or the Company, if applicable, to the initial holder thereofof surrendered Exchangeable Shares or in order that such shares (or such other shares or securities) may be freely traded thereafter (other than contractual restrictions or any restrictions on transfer by reason of a holder being a "control person" of Parent for purposes of Canadian federal or provincial securities law or an "affiliate" of Parent or the Company for purposes of United States federal or state securities law), the Parent will use all commercially reasonable efforts to in good faith expeditiously take all such actions and do all such things as are necessary to cause such shares of Parent Common Stock (or such other shares or securities into which the Parent Common Stock may be reclassified or changed as contemplated by Section 2.6 hereofsecurities) to be and remain duly registered, qualified or approved. The Parent represents and warrants that it has will in good faith taken take all actions and done do all things as are reasonably necessary or desirable under Applicable Laws (other than Applicable Laws relating to the ability to freely trade securities) as they exist on the date hereof to cause the shares of Parent Common Stock (or and such other shares or securities into which the Parent Common Stock may be reclassified or changed as contemplated by Section 2.6 hereofsecurities) to be issued and delivered hereunder, including hereunder to be freely tradeable thereafter (other than contractual restrictions or any restrictions on transfer by reason of a holder being a "control person" of Parent for greater certainty, pursuant to the Exchangeable Share Provisions purposes of Canadian federal and provincial securities law or pursuant to an "affiliate" of Parent or the Exchange Right and the Automatic Exchange RightsCompany for purposes of United States federal or state securities law). The Parent will use all commercially reasonable efforts to in good faith expeditiously take all such actions and do all such things as are reasonably necessary to cause all shares of Parent Common Stock (or such other shares or securities into which the Parent Common Stock may be reclassified or changed as contemplated by Section 2.6 hereofsecurities) to be delivered hereunder in accordance with the terms to be listed, quoted or posted for trading on all stock exchanges and quotation systems on which outstanding shares of this Section 2.5Parent Common Stock (or such other shares or securities) are listed, quoted or posted for trading at such time.

QUALIFICATION OF SHARES OF PARENT COMMON STOCK. The Parent covenants that if any shares of Parent Common Stock (or other shares or securities into which the Parent Common Stock may be reclassified or changed as contemplated by Section 2.6 0 hereof) to be issued and delivered hereunder, including for greater certainty, pursuant to the Exchangeable Share ProvisionsProvisions or Article 5 hereof, or pursuant to the Exchange Right or the Automatic Exchange Rights 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 law or regulation or pursuant to the rules and regulations of any regulatory authority or the fulfillment fulfilment of any other legal requirement (collectively, the "Applicable Laws") before such shares (or other shares or securities into which the Parent Common Stock may be reclassified or changed as contemplated by Section 2.6 0 hereof) may be issued and delivered by the Parent to the initial holder thereofthereof or in order that such shares may be freely traded in the United States thereafter (other than any restrictions on transfer by reason of a holder being an "affiliate" of the Parent or, prior to the Effective Date, of QuebecCo for purposes of United States federal or state securities law), the Parent will use all commercially reasonable efforts to in good faith expeditiously take all such actions and do all such things as are necessary to cause such shares of Parent Common Stock (or other shares or securities into which the Parent Common Stock may be reclassified or changed as contemplated by Section 2.6 0 hereof) to be and remain duly registered, qualified or approved. The Parent represents and warrants that it has will in good faith taken all actions and done all things as are necessary under Applicable Laws (other than Applicable Laws relating to the ability to freely trade securities) as they exist on the date hereof to cause the shares of Parent Common Stock (or other shares or securities into which the Parent Common Stock may be reclassified or changed as contemplated by Section 2.6 hereof) to be issued and delivered hereunder, including for greater certainty, pursuant to the Exchangeable Share Provisions or pursuant to the Exchange Right and the Automatic Exchange Rights. The Parent will use all commercially reasonable efforts to expeditiously take all such actions and do all such things as are necessary to cause all shares of Parent Common Stock (or other shares or securities into which the Parent Common Stock may be reclassified or changed as contemplated by Section 2.6 0 hereof) to be delivered hereunder in accordance with hereunder, including for greater certainty, pursuant to the terms of this Section 2.5Exchangeable Share Provisions or Article 5 hereof, to be listed, quoted or posted for trading on all stock exchanges and quotation systems on which such shares are listed, quoted or posted for trading at such time.

QUALIFICATION OF SHARES OF PARENT COMMON STOCK. The Parent covenants that if any shares of Parent Common Stock (or other shares or securities into which the Parent Common Stock may be reclassified or changed as contemplated by Section 2.6 section 6.7 hereof) to be issued and delivered hereunder, including for greater certainty, pursuant to the Plan of Arrangement, the Exchangeable Share Provisions, Provisions or pursuant to the Exchange Right or the Automatic Exchange Rights Right, 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 law or regulation or pursuant to the rules and regulations of any regulatory authority or the fulfillment of any other legal requirement (collectively, the "Applicable Laws") before such shares (or other shares or securities into which the Parent Common Stock may be reclassified or changed as contemplated by Section 2.6 section 6.7 hereof) may be issued and delivered by the Parent to the initial holder thereof, the Parent will in good faith use all commercially reasonable its best efforts expeditiously to take all such actions and do all such things as are necessary to cause such shares of Parent Common Stock (or other shares or securities into which the Parent Common Stock may be reclassified or changed as contemplated by Section 2.6 section 6.7 hereof) to be and remain duly registered, qualified or approved. The Parent represents and warrants that it has will in good faith taken all actions and done all things as are necessary under Applicable Laws (other than Applicable Laws relating to the ability to freely trade securities) as they exist on the date hereof to cause the shares of Parent Common Stock (or other shares or securities into which the Parent Common Stock may be reclassified or changed as contemplated by Section 2.6 hereof) to be issued and delivered hereunder, including for greater certainty, pursuant to the Exchangeable Share Provisions or pursuant to the Exchange Right and the Automatic Exchange Rights. The Parent will use all commercially reasonable its best efforts expeditiously to take all such actions and do all such things as are necessary to cause all shares of Parent Common Stock (or other shares or securities into which the Parent Common Stock may be reclassified or changed as contemplated by Section 2.6 section 6.7 hereof) to be delivered hereunder in accordance with hereunder, including for greater certainty, pursuant to the terms Plan of this Section 2.5Arrangement, the Exchangeable Share Provisions or the Exchange Right, to be listed, quoted or posted for trading on all stock exchanges and quotation systems on which such shares are listed, quoted or posted for trading at such time.

QUALIFICATION OF SHARES OF PARENT COMMON STOCK. The Parent covenants that if If any shares of Parent Common Stock (or other shares or securities into which the Parent Common Stock may be reclassified or changed as contemplated by Section 2.6 2.7 hereof) to be issued and or delivered hereunder, including for greater certainty, pursuant to the Exchangeable Share Provisions, or pursuant to the Exchange Right or the Automatic Exchange Rights hereunder require registration or qualification with or approval of or the filing of any document including any prospectus or similar document or document, 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 law or regulation or pursuant to the rules and regulations of any regulatory authority authority, or the fulfillment fulfilment of any other legal requirement (collectively, collectively the "Applicable LawsAPPLICABLE LAWS") before such shares (or such other shares or securities into which the Parent Common Stock may be reclassified or changed as contemplated by Section 2.6 hereofsecurities) may be issued and by Parent or delivered by the Parent Parent, Newco I or Newco II to the initial holder thereofHolder of surrendered Exchangeable Shares or in order that such shares (or such other shares or securities) may be freely traded thereafter, the Parent will use all commercially reasonable efforts to in good faith expeditiously take all such actions and do all such things as are necessary to cause such shares of Parent Common Stock (or such other shares or securities into which the Parent Common Stock may be reclassified or changed as contemplated by Section 2.6 hereofsecurities) to be and remain duly registered, qualified or approved. The Parent represents and warrants that it has will in good faith taken take all actions and done do all things as are reasonably necessary or desirable under Applicable Laws (other than Applicable Laws relating to the ability to freely trade securities) as they exist on at the date hereof relevant time to cause the shares of Parent Common Stock (or and such other shares or securities into which the Parent Common Stock may be reclassified or changed as contemplated by Section 2.6 hereofsecurities) to be issued and or delivered hereunder, including for greater certainty, pursuant hereunder to the Exchangeable Share Provisions or pursuant to the Exchange Right and the Automatic Exchange Rightsbe freely tradeable thereafter. The Parent will use all commercially reasonable efforts to in good faith expeditiously take all such actions and do all such things as are necessary to cause all shares of Parent Common Stock (or such other shares or securities into which the Parent Common Stock may be reclassified or changed as contemplated by Section 2.6 hereofsecurities) to be delivered hereunder in accordance with the terms to be listed, quoted or posted for trading on all stock exchanges and quotation systems on which outstanding shares of this Section 2.5Parent Common Stock (or such other shares or securities) are listed, quoted or posted for trading at such time.

QUALIFICATION OF SHARES OF PARENT COMMON STOCK. The Parent covenants that if any shares of Parent Common Stock (or other shares or securities into which the Parent Common Stock may be reclassified or changed as contemplated by Section 2.6 6.7 hereof) to be issued and delivered hereunder, including for greater certainty, pursuant to the Plan of Arrangement, the Exchangeable Share Provisions, Provisions or pursuant to the Exchange Right or the Automatic Exchange Rights Right, require registration or qualification with with, or approval of of, or the filing of any document including any prospectus or similar document or the taking of any proceeding with 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 law or regulation or pursuant to the rules and regulations of any regulatory authority or the fulfillment of any other legal requirement (collectively, the "Applicable Laws") before such shares (or other shares or securities into which the Parent Common Stock may be reclassified or changed as contemplated by Section 2.6 6.7 hereof) may be issued and delivered by the Parent to the initial holder thereofthereof or in order that such shares may be freely traded thereafter (other than any restrictions on transfer by reason of a holder being a "control person" of the Parent for purposes of Canadian federal or provincial securities law or an "affiliate" of the Parent or, prior to the Effective Date, of the Corporation for purposes of United States federal or state securities law), the Parent will use all commercially reasonable efforts to in good faith expeditiously take all such actions and do all such things as are necessary to cause such shares of Parent Common Stock (or other shares or securities into which the Parent Common Stock may be reclassified or changed as contemplated by Section 2.6 6.7 hereof) to be and remain duly registered, qualified or approved. The Parent represents and warrants that it has in good faith taken all actions and done all things as are necessary under Applicable Laws (other than Applicable Laws relating to the ability to freely trade securities) as they exist on the date hereof to cause the shares of Parent Common Stock (or other shares or securities into which the Parent Common Stock may be reclassified or changed as contemplated by Section 2.6 6.7 hereof) to be issued and delivered hereunder, including for greater certainty, pursuant to the Plan of Arrangement, the Exchangeable Share Provisions or pursuant the Exchange Right, to be freely tradeable thereafter (other than restrictions on transfer by reason of a holder being a "control person" of the Parent for the purposes of Canadian federal and provincial securities law or an "affiliate" of the Parent or, prior to the Exchange Right and Effective Date, of the Automatic Exchange RightsCorporation for the purposes of United States federal or state securities law). The Parent will use all commercially reasonable efforts to in good faith expeditiously take all such actions and do all such things as are necessary to cause all shares of Parent Common Stock (or other shares or securities into which the Parent Common Stock may be reclassified or changed as contemplated by Section 2.6 6.7 hereof) to be delivered hereunder hereunder, including for greater certainty, pursuant to the Plan of Arrangement, the Exchangeable Share Provisions or the Exchange Right, to be listed, quoted or posted for trading on all stock exchanges and quotation systems on which such shares are listed, quoted or posted for trading at such time. The Parent will in accordance with good faith expeditiously take all such action and do all such things as are necessary to cause all Exchangeable Shares to be listed and posted for trading on a stock exchange in Canada prescribed under the terms of this Section 2.5Income Tax Act (Canada).

QUALIFICATION OF SHARES OF PARENT COMMON STOCK. The Parent covenants that if If any shares of Parent Common Stock (or other shares or securities into which the Parent Common Stock may be reclassified or changed as contemplated by Section 2.6 2.7 hereof) to be issued and or delivered hereunder, including for greater certainty, pursuant to the Exchangeable Share Provisions, or pursuant to the Exchange Right or the Automatic Exchange Rights hereunder require registration or qualification with or approval of or the filing of any document including any prospectus or similar document or document, 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 law or regulation or pursuant to the rules and regulations of any regulatory authority authority, or the fulfillment of any other legal requirement (collectively, collectively the "Applicable LawsAPPLICABLE LAWS") before such shares (or such other shares or securities into which the Parent Common Stock may be reclassified or changed as contemplated by Section 2.6 hereofsecurities) may be issued and by Parent or delivered by the Parent Parent, Newco I or Newco II to the initial holder thereofHolder of surrendered Exchangeable Shares or in order that such shares (or such other shares or securities) may be freely traded thereafter, the Parent will use all commercially reasonable efforts to in good faith expeditiously take all such actions and do all such things as are necessary to cause register, qualify or obtain required approvals for the resale by such holders of such shares of Parent Common Stock (or other shares or securities into which the Stock. Parent Common Stock may be reclassified or changed as contemplated by Section 2.6 hereof) to be and remain duly registered, qualified or approved. The Parent represents and warrants that it has will in good faith taken take all actions and done do all things as are reasonably necessary or desirable under Applicable Laws (other than Applicable Laws relating to the ability to freely trade securities) as they exist on at the date hereof relevant time to cause the shares of Parent Common Stock (or and such other shares or securities into which the Parent Common Stock may be reclassified or changed as contemplated by Section 2.6 hereofsecurities) to be issued and or delivered hereunderhereunder to be freely tradable thereafter, including for greater certainty, pursuant provided the first trade of Parent Common Stock is required to be executed through the Exchangeable Share Provisions facilities of a stock exchange or pursuant to market outside of Canada (such as the Exchange Right and the Automatic Exchange RightsNew York Stock Exchange). The Parent will use all commercially reasonable efforts to in good faith expeditiously take all such actions and do all such things as are necessary to cause all shares of Parent Common Stock (or such other shares or securities into which the Parent Common Stock may be reclassified or changed as contemplated by Section 2.6 hereofsecurities) to be delivered hereunder in accordance with the terms to be listed, quoted or posted for trading on all stock exchanges and quotation systems on which outstanding shares of this Section 2.5Parent Common Stock (or such other shares or securities) are listed, quoted or posted for trading at such time.