Common use of Shareholder Covenants Clause in Contracts

Shareholder Covenants. Subject to the terms and conditions of this Agreement, the Shareholder hereby covenants and agrees with the Corporation that, unless otherwise consented to in writing by the Corporation, the Shareholder shall: and cause the Subject Securities to be counted as present at the Husky Meeting and any such other meeting, as applicable, for quorum purposes; (b) without limiting paragraph 2(a): (i) duly deposit or deliver (or cause to be duly deposited or delivered) valid proxies or voting instruction forms, as applicable, duly completed and executed, in respect of the Subject Securities, at least fifteen (15) calendar days prior to the Husky Meeting, directing that all of the Husky Common Shares comprising all or a part of the Subject Securities in favour of the Arrangement Resolution (and, if applicable, all of the Husky Preferred Shares comprising a part of the Subject Securities for and in favour of the Preferred Shareholder Resolution) and any other matter necessary for the consummation of the Arrangement; (ii) provide the Corporation with confirmation of the deposit or delivery of valid proxies or voting instruction forms as aforesaid; and (iii) not take (or permit any Person on its behalf to take) any action to withdraw, amend or invalidate any proxy or voting instruction form deposited or delivered pursuant to this Agreement; (c) not: (i) sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, grant a security interest in or option, or enter into any derivative transactions in respect of, or otherwise dispose of any right or interest (including any economic consequence of ownership) in, any of the Subject Securities, or enter into any agreement, arrangement or understanding in connection therewith, other than pursuant to the Arrangement; (ii) grant or agree to grant any proxy, power of attorney or other right to vote any of the Subject Securities, deposit any of its Subject Securities into a voting trust or pooling agreement, or enter into any agreement, arrangement or understanding with respect to the voting of any of its Subject Securities, other than as provided in this Agreement or at any annual meeting of the holders of Husky Common Shares; or (iii) requisition or join in the requisition of any meeting of Husky Common Shareholders or any other securities of Husky for the purpose of considering any resolution (A) that could reasonably be expected to impair or materially delay the completion of the Arrangement or (B) regarding an Acquisition Proposal in respect of Husky;

Shareholder Covenants. Subject to the terms and conditions of this Agreement, the The Shareholder hereby severally covenants and agrees with the Corporation thatas follows: (a) The Shareholder hereby agrees, unless otherwise consented to while this Agreement is in writing by the Corporationeffect, the Shareholder shall: and cause the Subject Securities to be counted except as present at the Husky Meeting and any such other meetingcontemplated hereby, as applicable, for quorum purposes; (b) without limiting paragraph 2(a): (i) duly deposit or deliver (or cause not to be duly deposited or delivered) valid proxies or voting instruction forms, as applicable, duly completed and executed, in respect of the Subject Securities, at least fifteen (15) calendar days prior to the Husky Meeting, directing that all of the Husky Common Shares comprising all or a part of the Subject Securities in favour of the Arrangement Resolution (and, if applicable, all of the Husky Preferred Shares comprising a part of the Subject Securities for and in favour of the Preferred Shareholder Resolution) and any other matter necessary for the consummation of the Arrangement; (ii) provide the Corporation with confirmation of the deposit or delivery of valid proxies or voting instruction forms as aforesaid; and (iii) not take (or permit any Person on its behalf to take) any action to withdraw, amend or invalidate any proxy or voting instruction form deposited or delivered pursuant to this Agreement; (c) not: (i) sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, grant a security interest in assign or optionotherwise dispose of, or enter into any derivative transactions in respect ofcontract, or otherwise dispose of any right or interest (including any economic consequence of ownership) in, any of the Subject Securities, or enter into any agreement, arrangement or understanding in connection therewith, other than pursuant to the Arrangement; (ii) grant or agree to grant any proxy, power of attorney option or other right to vote any of the Subject Securities, deposit any of its Subject Securities into a voting trust or pooling agreement, or enter into any agreement, arrangement or understanding with respect to the voting sale, transfer, pledge, encumbrance, assignment or other disposition of (all of the foregoing, "Sell", "Sold" or "Sale", as the case may be), any of its Subject Securitiesthe Owned Stock or Shares, provided, however, that the Shareholder may transfer, pledge, encumber, assign or otherwise dispose the Owned Shares or Shares as a gift, in which case, as a condition of the gift, the Shareholder must require the person to which any such Owned Stock or Shares are to be transferred, pledged, encumbered, assigned or otherwise disposed of to agree in writing, pursuant to an agreement reasonably satisfactory to Purchaser to which Purchaser is an express third-party beneficiary, that with respect to such Owned Stock or Shares such person shall be subject to the restrictions and obligations hereunder as if such person was a Shareholder hereunder, (ii) not to grant any proxies, powers of attorney or other than as provided authorization or consent, deposit any shares of capital stock of the Company into a voting trust or enter into a voting agreement with respect to any such Shares and (iii) not to take any action that would make any representation or warranty of the Shareholder contained in this Agreement untrue or at any annual meeting incorrect or have the effect of preventing or disabling the Shareholder from performing its obligations under this Agreement. (b) The Shareholder hereby agrees, while this Agreement is in effect, to promptly notify Purchaser of the holders number of Husky Common Shares; new shares of capital stock of the Company acquired by the Shareholder, if any, after the date of this Agreement. (c) The Shareholder shall immediately cease any discussions or negotiations with any parties other than Purchaser that may be ongoing with respect to an Acquisition Proposal. While this Agreement is in effect, the Shareholder shall not, directly or indirectly, (i) solicit, initiate or encourage, or take any other action to facilitate, any inquiries or the making of any Alternative Transaction or Frustrating Transaction, (ii) execute or enter into any acquisition agreement with respect to any Alternative Transaction or Frustrating Transaction, or (iii) requisition enter into, engage in, continue or join otherwise participate in any discussions or negotiations regarding, or provide any information or data to any person or otherwise cooperate in any way with, any Alternative Transaction or Frustrating Transaction, except to the requisition of any meeting of Husky Common Shareholders extent such discussions or any other securities of Husky for the purpose of considering any resolution (A) that could reasonably be expected to impair negotiations relate to, or materially delay the completion are of the Arrangement type of, discussions or (B) regarding an Acquisition Proposal negotiations in respect which the Company may engage pursuant to Section 5.5 of Husky;the Merger Agreement.

Shareholder Covenants. Subject to the terms and conditions of this Agreement, the The Shareholder hereby severally covenants and agrees with the Corporation thatas follows: (a) The Shareholder hereby agrees, unless otherwise consented to while this Agreement is in writing by the Corporationeffect, the Shareholder shall: and cause the Subject Securities to be counted except as present at the Husky Meeting and any such other meetingcontemplated hereby, as applicable, for quorum purposes; (b) without limiting paragraph 2(a): (i) duly deposit or deliver (or cause not to be duly deposited or delivered) valid proxies or voting instruction forms, as applicable, duly completed and executed, in respect of the Subject Securities, at least fifteen (15) calendar days prior to the Husky Meeting, directing that all of the Husky Common Shares comprising all or a part of the Subject Securities in favour of the Arrangement Resolution (and, if applicable, all of the Husky Preferred Shares comprising a part of the Subject Securities for and in favour of the Preferred Shareholder Resolution) and any other matter necessary for the consummation of the Arrangement; (ii) provide the Corporation with confirmation of the deposit or delivery of valid proxies or voting instruction forms as aforesaid; and (iii) not take (or permit any Person on its behalf to take) any action to withdraw, amend or invalidate any proxy or voting instruction form deposited or delivered pursuant to this Agreement; (c) not: (i) sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, grant a security interest in assign or optionotherwise dispose of, or enter into any derivative transactions in respect ofcontract, or otherwise dispose of any right or interest (including any economic consequence of ownership) in, any of the Subject Securities, or enter into any agreement, arrangement or understanding in connection therewith, other than pursuant to the Arrangement; (ii) grant or agree to grant any proxy, power of attorney option or other right to vote any of the Subject Securities, deposit any of its Subject Securities into a voting trust or pooling agreement, or enter into any agreement, arrangement or understanding with respect to the voting sale, transfer, pledge, encumbrance, assignment or other disposition of (all of the foregoing, "Sell", "Sold" or "Sale", as the case may be), any of its Subject Securitiesthe Owned Stock or Shares, provided, however, that the Shareholder may transfer, pledge, encumber, assign or otherwise dispose the Owned Shares or Shares as a gift, in which case, as a condition of the gift, the Shareholder must require the person to which any such Owned Stock or Shares are to be transferred, pledged, encumbered, assigned or otherwise disposed of to agree in writing, pursuant to an agreement reasonably satisfactory to Purchaser to which Purchaser is an express third-party beneficiary, that with respect to such Owned Stock or Shares such person shall be subject to the restrictions and obligations hereunder as if such person was a Shareholder hereunder, (ii) not to grant any proxies, powers of attorney or other than as provided authorization or consent, deposit any shares of capital stock of the Company into a voting trust or enter into a voting agreement with respect to any such Shares and (iii) not to take any action that would make any representation or warranty of the Shareholder contained in this Agreement untrue or at any annual meeting incorrect or have the effect of preventing or disabling the Shareholder from performing his obligations under this Agreement. (b) The Shareholder hereby agrees, while this Agreement is in effect, to promptly notify Purchaser of the holders number of Husky Common Shares; new shares of capital stock of the Company acquired by the Shareholder, if any, after the date of this Agreement. (c) The Shareholder shall immediately cease any discussions or negotiations with any parties other than Purchaser that may be ongoing with respect to an Acquisition Proposal. While this Agreement is in effect, the Shareholder shall not, directly or indirectly, (i) solicit, initiate or encourage, or take any other action to facilitate, any inquiries or the making of any Alternative Transaction or Frustrating Transaction, (ii) execute or enter into any acquisition agreement with respect to any Alternative Transaction or Frustrating Transaction, or (iii) requisition enter into, engage in, continue or join otherwise participate in any discussions or negotiations regarding, or provide any information or data to any person or otherwise cooperate in any way with, any Alternative Transaction or Frustrating Transaction, except to the requisition of any meeting of Husky Common Shareholders extent such discussions or any other securities of Husky for the purpose of considering any resolution (A) that could reasonably be expected to impair negotiations relate to, or materially delay the completion are of the Arrangement type of, discussions or (B) regarding an Acquisition Proposal negotiations in respect which the Company may engage pursuant to Section 5.5 of Husky;the Merger Agreement.

Shareholder Covenants. Subject to the terms and conditions of this Agreement, the Each Shareholder hereby severally covenants and agrees with the Corporation thatas follows: (a) Each Shareholder hereby agrees, unless otherwise consented to while this Agreement is in writing by the Corporationeffect, the Shareholder shall: and cause the Subject Securities to be counted except as present at the Husky Meeting and any such other meetingcontemplated hereby, as applicable, for quorum purposes; (b) without limiting paragraph 2(a): (i) duly deposit or deliver (or cause not to be duly deposited or delivered) valid proxies or voting instruction forms, as applicable, duly completed and executed, in respect of the Subject Securities, at least fifteen (15) calendar days prior to the Husky Meeting, directing that all of the Husky Common Shares comprising all or a part of the Subject Securities in favour of the Arrangement Resolution (and, if applicable, all of the Husky Preferred Shares comprising a part of the Subject Securities for and in favour of the Preferred Shareholder Resolution) and any other matter necessary for the consummation of the Arrangement; (ii) provide the Corporation with confirmation of the deposit or delivery of valid proxies or voting instruction forms as aforesaid; and (iii) not take (or permit any Person on its behalf to take) any action to withdraw, amend or invalidate any proxy or voting instruction form deposited or delivered pursuant to this Agreement; (c) not: (i) sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, grant a security interest in assign or optionotherwise dispose of, or enter into any derivative transactions in respect ofcontract, or otherwise dispose of any right or interest (including any economic consequence of ownership) in, any of the Subject Securities, or enter into any agreement, arrangement or understanding in connection therewith, other than pursuant to the Arrangement; (ii) grant or agree to grant any proxy, power of attorney option or other right to vote any of the Subject Securities, deposit any of its Subject Securities into a voting trust or pooling agreement, or enter into any agreement, arrangement or understanding with respect to the voting sale, transfer, pledge, encumbrance, assignment or other disposition of (all of the foregoing, "Sell", "Sold" or "Sale", as the case may be), any of its Subject Securitiesthe Owned Stock or Shares, provided, however, that such Shareholder may transfer, pledge, encumber, assign or otherwise dispose the Owned Shares or Shares as a gift, in which case, as a condition of the gift, the Shareholder must require the person to which any such Owned Stock or Shares are to be transferred, pledged, encumbered, assigned or otherwise disposed of to agree in writing, pursuant to an agreement reasonably satisfactory to Purchaser to which Purchaser is an express third-party beneficiary, that with respect to such Owned Stock or Shares such person shall be subject to the restrictions and obligations hereunder as if such person was a Shareholder hereunder, (ii) not to grant any proxies, powers of attorney or other than as provided authorization or consent, deposit any shares of capital stock of the Company into a voting trust or enter into a voting agreement with respect to any such Shares and (iii) not to take any action that would make any representation or warranty of such Shareholder contained in this Agreement untrue or at any annual meeting incorrect or have the effect of preventing or disabling such Shareholder from performing his, her or its obligations under this Agreement. (b) Each Shareholder hereby agrees, while this Agreement is in effect, to promptly notify Purchaser of the holders number of Husky Common Shares; new shares of capital stock of the Company acquired by such Shareholder, if any, after the date of this Agreement. (c) Each Shareholder shall immediately cease any discussions or negotiations with any parties other than Purchaser that may be ongoing with respect to an Acquisition Proposal. While this Agreement is in effect, the Shareholder shall not, directly or indirectly, (i) solicit, initiate or encourage, or take any other action to facilitate, any inquiries or the making of any Alternative Transaction or Frustrating Transaction, (ii) execute or enter into any acquisition agreement with respect to any Alternative Transaction or Frustrating Transaction, or (iii) requisition enter into, engage in, continue or join otherwise participate in any discussions or negotiations regarding, or provide any information or data to any person or otherwise cooperate in any way with, any Alternative Transaction or Frustrating Transaction, except to the requisition of any meeting of Husky Common Shareholders extent such discussions or any other securities of Husky for the purpose of considering any resolution (A) that could reasonably be expected to impair negotiations relate to, or materially delay the completion are of the Arrangement type of, discussions or (B) regarding an Acquisition Proposal negotiations in respect which the Company may engage pursuant to Section 5.5 of Husky;the Merger Agreement.

Shareholder Covenants. Subject to the terms and conditions of this Agreement, the Shareholder hereby covenants and agrees with the Corporation that, unless otherwise consented to in writing by the Corporation, the Shareholder shall: (a) vote (or cause to be voted) all Subject Securities at any meeting of Husky Common Shareholders (and any meeting of holders of any other Relevant Securities, as applicable, at which the Shareholder is entitled to vote), including the Husky Meeting: (i) for and in favour of the Arrangement Resolution (and, if the Subject Securities include any Husky Preferred Shares, the Preferred Shareholder Resolution) and any other matter necessary for the consummation of the Arrangement; (ii) other than as contemplated in paragraph (i), against any business combination, arrangement, amalgamation, merger, consolidation, reorganization, recapitalization, liquidation, material asset sale or similar transaction involving Husky, or any issue of securities by Husky, or any resolution to approve, ratify or adopt any of the foregoing; and (iii) against any resolution, transaction or other action that is inconsistent with, or could reasonably be likely to impede, interfere with, delay, postpone, or adversely affect in any material respect, the Arrangement or any of the other matters and transactions contemplated by the Arrangement Agreement, including against any Acquisition Proposal in respect of Husky, and cause the Subject Securities to be counted as present at the Husky Meeting and any such other meeting, as applicable, for quorum purposes; (b) without limiting paragraph 2(a): (i) duly deposit or deliver (or cause to be duly deposited or delivered) valid proxies or voting instruction forms, as applicable, duly completed and executed, in respect of the Subject Securities, at least fifteen (15) calendar days prior to the Husky Meeting, directing that all of the Husky Common Shares comprising all or a part of the Subject Securities in favour of the Arrangement Resolution (and, if applicable, all of the Husky Preferred Shares comprising a part of the Subject Securities for and in favour of the Preferred Shareholder Resolution) and any other matter necessary for the consummation of the Arrangement; (ii) provide the Corporation with confirmation of the deposit or delivery of valid proxies or voting instruction forms as aforesaid; and (iii) not take (or permit any Person on its behalf to take) any action to withdraw, amend or invalidate any proxy or voting instruction form deposited or delivered pursuant to this Agreement; (c) not: (i) sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, grant a security interest in or option, or enter into any derivative transactions in respect of, or otherwise dispose of any right or interest (including any economic consequence of ownership) in, any of the Subject Securities, or enter into any agreement, arrangement or understanding in connection therewith, other than pursuant to the Arrangement; (ii) grant or agree to grant any proxy, power of attorney or other right to vote any of the Subject Securities, deposit any of its Subject Securities into a voting trust or pooling agreement, or enter into any agreement, arrangement or understanding with respect to the voting of any of its Subject Securities, other than as provided in this Agreement or at any annual meeting of the holders of Husky Common Shares; or (iii) requisition or join in the requisition of any meeting of Husky Common Shareholders or any other securities of Husky for the purpose of considering any resolution (A) that could reasonably be expected to impair or materially delay the completion of the Arrangement or (B) regarding an Acquisition Proposal in respect of Husky;