Common use of Rule Compliance Clause in Contracts

Rule Compliance. (a) Notwithstanding any other provision of this Agreement, no CPPIB Entity (each, an “Applicable Entity”) will be required or permitted to make any investment in any Group Entity that would be reasonably expected to cause any such Applicable Entity to be in breach of or to contravene the 30% Rule (as supported by the written opinion of external legal counsel to such Applicable Entity at its own cost). (b) The Group Entities and the Members will co-operate with the relevant Applicable Entities (to the extent commercially reasonable and provided that one or more of the Applicable Entities agree to reimburse the Members for all reasonable out-of-pocket costs or expenses incurred by them, if any, in respect of any such cooperation, excluding the cost of acquiring any securities) to assist the Applicable Entities to comply with the 30% Rule in relation to their investment in any Group Entity. In furtherance of the foregoing, prior to the completion of any initial Public Offering, each Member agrees to take any action or step reasonably requested by any Applicable Entity, including, without limitation, a change in the authorized capital of a Group Entity, that is necessary to avoid any breach or potential breach of the 30% Rule, or any amendment or replacement of that rule, including, without limitation, any breach or potential breach arising in connection with the potential exercise of any rights of first refusal or first offer, any pre-emptive rights, any right or obligation to transfer or exchange securities (including in connection with but prior to the completion of any Public Offering (including a Qualified IPO), the issuance of Equity Securities in any merger or other business combination (including a Qualified Merger), or any option, warrant or other right or obligation to purchase or acquire securities (including upon conversion of the Convertible Preferred Stock), in each case existing or arising under this Agreement or otherwise in relation to any Group Entity. Notwithstanding anything contained in this Section 9.18, no Member shall be required to take any action or step that has, or would reasonably be likely to have, a material adverse effect on such Member, or that would reduce its ownership percentage in the Company. (c) The Group Entities agree that they will co-operate with any Applicable Entity (including, for greater certainty, following the completion of an initial Public Offering by Holdings (including a Qualified IPO)) and use reasonable efforts to provide such information or certifications as may reasonably be required by the Applicable Entities in the event the Applicable Entities make an application to the Ontario Securities Commission for a discretionary order providing a prospectus exemption from applicable Canadian securities laws to facilitate the resale of Registrable Securities (as defined in the Securityholders Agreement) or any securities issued in any merger or other business combination involving Holdings (including a Qualified Merger).

Rule Compliance. (a) Notwithstanding any other provision of this Agreement, no CPPIB Entity (each, each an “Applicable Entity”) will be required or permitted to make any investment in any Group Entity that would be reasonably expected to cause any such Applicable Entity to be in breach of or to contravene the 30% Rule (as supported by the written opinion of external legal counsel to such Applicable Entity at its own cost). (b) The Group Entities and the Members will co-operate with the relevant Applicable Entities (to the extent commercially reasonable and provided that one or more of the Applicable Entities agree to reimburse the Members Group Entities for all reasonable out-of-pocket costs or expenses incurred by them, if any, in respect of any such cooperation, excluding the cost of acquiring any securities) to assist the Applicable Entities to comply with the 30% Rule in relation to their investment in any Group Entity. In furtherance of the foregoing, prior to the completion of any initial Public Offering, each Member Group Entity agrees to take any action or step reasonably requested by any Applicable Entity, including, without limitation, a change in the authorized capital of a Group Entity, that is necessary to avoid any breach or potential breach of the 30% Rule, or any amendment or replacement of that rule, including, without limitation, any breach or potential breach arising in connection with the potential exercise of any rights of first refusal or first offer, any pre-emptive rights, any right or obligation to transfer or exchange securities (including in connection with but prior to the completion of any Public Offering (including a Qualified IPO), ) or the issuance of Equity Securities equity securities in any merger or other business combination (including a Qualified Merger), or any option, warrant or other right or obligation to purchase or acquire securities (including upon conversion of the Series A Convertible Preferred StockStock purchased hereunder), in each case existing or arising under this Agreement or otherwise in relation to any Group Entity. Notwithstanding anything contained In addition, each Group Entity agrees that it shall not, without CPPIB’s prior written consent, issue any new securities or otherwise alter its capital structure in this Section 9.18, no Member shall be required any way that would affect or adjust any securityholder’s proportionate interest in the voting rights to take any action or step that has, appoint and remove directors of the Group Entity or would reasonably be likely to have, otherwise change the authorized or issued share capital of the Group Entity or the rights attaching thereto if such change would result in a material adverse effect on such Member, or that would reduce its ownership percentage in breach of the Company30% Rule. (c) The Group Entities agree that they will co-operate with any Applicable Entity (including, for greater certainty, following the completion of an initial Public Offering by Holdings the Company (including a Qualified IPO)) and use reasonable efforts to provide such information or certifications as may reasonably be required by the Applicable Entities in the event the Applicable Entities make an application to the Ontario Securities Commission for a discretionary order providing a prospectus exemption from applicable Canadian securities laws to facilitate the resale of Registrable Securities (as defined in the Securityholders Agreement) or any securities issued in any merger or other business combination involving Holdings the Company (including a Qualified Merger).

Rule Compliance. (a) Notwithstanding any other provision of this Agreement, no CPPIB Entity (each, an “Applicable Entity”) will be required or permitted to make any investment in any Group Entity that would be reasonably expected to cause any such Applicable Entity to be in breach of or to contravene the 30% Rule (as supported by the written opinion of external legal counsel to such Applicable Entity at its own cost). (b) The Group Entities and the Members Securityholders (for purposes of this Section 4.4, excluding CPPIB) will co-operate with the relevant Applicable Entities (to the extent commercially reasonable and provided that one or more of the Applicable Entities agree to reimburse the Members Securityholders for all reasonable out-of-pocket costs or expenses incurred by them, if any, in respect of any such cooperation, excluding the cost of acquiring any securities) to assist the Applicable Entities to comply with the 30% Rule in relation to their investment in any Group Entity. In furtherance of the foregoing, prior to the completion of any initial Initial Public Offering, each Member Securityholder agrees to take any action or step reasonably requested by any Applicable Entity, including, without limitation, a change in the authorized capital of a Group Entity, that is necessary to avoid any breach or potential breach of the 30% Rule, or any amendment or replacement of that rule, including, without limitation, any breach or potential breach arising in connection with the potential exercise of any rights of first refusal or first offer, any pre-emptive rights, any right or obligation to transfer or exchange securities (including in connection with but prior to the completion of any Public Offering (including a Qualified IPO), ) or the issuance of Equity Securities equity securities in any merger or other business combination (including a Qualified Merger), or any option, warrant or other right or obligation to purchase or acquire securities (including upon conversion of the Convertible Preferred Stock), in each case existing or arising under this Agreement or otherwise in relation to any Group Entity. Notwithstanding anything contained in this Section 9.184.4, no Member Securityholder shall be required to take any action or step that has, or would reasonably be likely to have, a material adverse effect on such MemberCompany Securityholder’s, or that would reduce its ownership percentage in the Company. (c) The Group Entities agree that they will co-operate with any Applicable Entity (including, for greater certainty, following the completion of an initial Public Offering by Holdings (including a Qualified IPO)) and use reasonable efforts to provide such information or certifications as may reasonably be required by the Applicable Entities in the event the Applicable Entities make an application to the Ontario Securities Commission for a discretionary order providing a prospectus exemption from applicable Canadian securities laws to facilitate the resale of Registrable Securities (as defined in the Securityholders Agreement) or any securities issued in any merger or other business combination involving Holdings (including a Qualified Merger).

Rule Compliance. (a) Notwithstanding any other provision of this Agreement, no CPPIB Entity (each, an “Applicable Entity”) will be required or permitted to make any investment in any Group Entity that would be reasonably expected to cause any such Applicable Entity to be in breach of or to contravene the 30% Rule (as supported by the written opinion of external legal counsel to such Applicable Entity at its own cost). (b) The Group Entities and the Members Securityholders (for purposes of this Section 4.5, excluding CPPIB) will co-operate with the relevant Applicable Entities (to the extent commercially reasonable and provided that one or more of the Applicable Entities agree to reimburse the Members Securityholders for all reasonable out-of-pocket costs or expenses incurred by them, if any, in respect of any such cooperation, excluding the cost of acquiring any securities) to assist the Applicable Entities to comply with the 30% Rule in relation to their investment in any Group Entity. In furtherance of the foregoing, prior to the completion of any initial Initial Public Offering, each Member Securityholder agrees to take any action or step reasonably requested by any Applicable Entity, including, without limitation, a change in the authorized capital of a Group Entity, that is necessary to avoid any breach or potential breach of the 30% Rule, or any amendment or replacement of that rule, including, without limitation, any breach or potential breach arising in connection with the potential exercise of any rights of first refusal or first offer, any pre-emptive rights, any right or obligation to transfer or exchange securities (including in connection with but prior to the completion of any Public Offering (including a Qualified IPO), ) or the issuance of Equity Securities equity securities in any merger or other business combination (including a Qualified Merger), or any option, warrant or other right or obligation to purchase or acquire securities (including upon conversion of the Convertible Preferred Stock), in each case existing or arising under this Agreement or otherwise in relation to any Group Entity. Notwithstanding anything contained in this Section 9.184.5, no Member Securityholder shall be required to take any action or step that has, or would reasonably be likely to have, a material adverse effect on such MemberCompany Securityholder’s, or that would reduce its ownership percentage in the Company. (c) The Group Entities agree that they will co-operate with any Applicable Entity (including, for greater certainty, following the completion of an initial Public Offering by Holdings (including a Qualified IPO)) and use reasonable efforts to provide such information or certifications as may reasonably be required by the Applicable Entities in the event the Applicable Entities make an application to the Ontario Securities Commission for a discretionary order providing a prospectus exemption from applicable Canadian securities laws to facilitate the resale of Registrable Securities (as defined in the Securityholders Agreement) or any securities issued in any merger or other business combination involving Holdings (including a Qualified Merger).

Rule Compliance. (a) Notwithstanding any other provision of this Agreement, no CPPIB OTPP Entity (each, an “Applicable Entity”) will ), shall be required or permitted to make any investment in the Issuer or any subsidiary thereof (each a “Group Entity Company”), or take any action or step, or to cause any other person to take any action or step, that would be reasonably expected to cause any such Applicable Entity to be in breach of or to contravene the 30% Rule (as supported by the written opinion of external legal counsel to such Applicable Entity at its own cost).Rule (b) The Group Entities Issuer and the Members Stockholders (for purposes of this Section 5.16, excluding the OTPP Shareholder) will co-operate with the relevant Applicable Entities (to the extent commercially reasonable and provided that one or more of the Applicable Entities agree to reimburse the Members for all reasonable out-of-pocket costs or expenses incurred by them, if any, in respect of any such cooperation, excluding the cost of acquiring any securities) to assist the Applicable Entities to comply with the 30% Rule in relation to their investment in the Issuer or any other Group EntityCompany and the exercise of the OTPP Shareholder’s rights under this Agreement. In furtherance of the foregoing, prior to the completion of any initial Public Offering, Issuer and each Member Stockholder agrees to take (or omit to take) any action or step reasonably requested by any Applicable Entity, including, without limitation, a change in the authorized capital of a Group EntityCompany, that is necessary to avoid any breach or potential breach of the 30% Rule, or any amendment or replacement of that rule, including, without limitation, any breach or potential breach arising in connection . The Stockholders agree to exercise their governance rights and cause their nominated directors to exercise their powers as such to comply with the potential exercise of any rights of first refusal or first offer, any pre-emptive rights, any right or obligation to transfer or exchange securities (including in connection with but prior to the completion of any Public Offering (including a Qualified IPO), the issuance of Equity Securities in any merger or other business combination (including a Qualified Merger), or any option, warrant or other right or obligation to purchase or acquire securities (including upon conversion of the Convertible Preferred Stock), in each case existing or arising under this Agreement or otherwise in relation to any Group Entityforegoing. Notwithstanding anything contained in this Section 9.185.16, no Member Stockholder shall be required to take any action or step that has, or would reasonably be likely to have, a material adverse effect on such MemberStockholder’s economic, governance or other rights under this Agreement. In furtherance of the foregoing, each Stockholder and Group Company agrees that it shall not, without the OTPP Shareholder’s prior written consent, issue any new securities, redeem or repurchase securities or otherwise alter its capital structure in any way that would reduce its ownership percentage affect or adjust any Stockholder’s proportionate interest in the Companyvoting rights to appoint and remove directors (or similar persons) of any Group Company or would otherwise change the authorized or issued share capital of any Group Company or the rights attaching thereto if such change would result in a breach of the 30% Rule. (c) The Group Entities agree that they will co-operate with any Applicable Entity (including, for greater certainty, following the completion of an initial Public Offering by Holdings (including a Qualified IPO)) and use reasonable efforts to provide such information or certifications as may reasonably be required by the Applicable Entities in the event the Applicable Entities make an application to the Ontario Securities Commission for a discretionary order providing a prospectus exemption from applicable Canadian securities laws to facilitate the resale of Registrable Securities (as defined in the Securityholders Agreement) or any securities issued in any merger or other business combination involving Holdings (including a Qualified Merger).

Rule Compliance. (a) Notwithstanding any other provision of this Agreement, no CPPIB Entity (each, an “Applicable Entity”) will be required or permitted to make any investment in any Group Entity that would be reasonably expected to cause any such Applicable Entity to be in breach of or to contravene the 30% Rule (as supported by the written opinion of external legal counsel to such Applicable Entity at its own cost). (b) The Group Entities and the Members will co-operate with the relevant Applicable Entities (to the extent commercially reasonable and provided that one or more of the Applicable Entities agree to reimburse the Members for all reasonable out-of-pocket costs or expenses incurred by them, if any, in respect of any such cooperation, excluding the cost of acquiring any securities) to assist the Applicable Entities to comply with the 30% Rule in relation to their investment in any Group Entity. In furtherance of the foregoing, prior to the completion of any initial Public Offering, each Member agrees to take any action or step reasonably requested by any Applicable Entity, including, without limitation, a change in the authorized capital of a Group Entity, that is necessary to avoid any breach or potential breach of the 30% Rule, or any amendment or replacement of that rule, including, without limitation, any breach or potential breach arising in connection with the potential exercise of any rights of first refusal or first offer, any pre-emptive rights, any right or obligation to transfer or exchange securities (including in connection with but prior to the completion of any Public Offering (including a Qualified IPO), the issuance of Equity Securities in any merger or other business combination (including a Qualified Merger), or any option, warrant or other right or obligation to purchase or acquire securities (including upon conversion of the Convertible Preferred Stock), in each case existing or arising under this Agreement or otherwise in relation to any Group Entity. Notwithstanding anything contained in this Section 9.18, no Member shall be required to take any action or step that has, or would reasonably be likely to have, a material adverse effect on such Member, or that would reduce its ownership percentage in the Company. (c) The Group Entities agree that they will co-operate with any Applicable Entity (including, for greater certainty, following the completion of an initial Public Offering by Holdings (including a Qualified IPO)) and use reasonable efforts to provide such information or certifications as may reasonably be required by the Applicable Entities in the event the Applicable Entities make an application to the Ontario Securities Commission for a discretionary order providing a prospectus exemption from applicable Canadian securities laws to facilitate the resale of Registrable Securities (as defined in the Securityholders Agreement) or any securities issued in any merger or other business combination involving Holdings (including a Qualified Merger).