Common use of Support of the Arrangement Clause in Contracts

Support of the Arrangement. On the terms and subject to the conditions of this Agreement, the Shareholder hereby covenants and agrees in favour of Parent and Acquisition Sub that, from the date hereof until the termination of this Agreement in accordance with Article 4, the Shareholder will: (a) take all action necessary to vote or cause to be voted (and not withdraw) the Subject Shares in favour of the Arrangement Resolution at the Meeting including in connection with any separate vote of any sub group of Securityholders that may be required to be taken including, without limitation, duly instructing any intermediaries who hold the Subject Shares to so vote the Subject Shares and, in furtherance of the foregoing, the Shareholder will deliver no later than five Business Days prior to the date of the Meeting a duly executed proxy or a duly executed voting instruction form to the intermediary through which the Shareholder holds the Shareholder’s beneficial interest in the Subject Shares (provided that if the Shareholder is a non objecting beneficial owner, such voting instructions shall be delivered directly to the Company), in each case with a copy to Parent and Acquisition Sub concurrently, and directing the proxyholder or instructing the intermediary, as the case may be, that the Subject Shares be voted at the Meeting in favour of the Arrangement Resolution and any such proxy or voting instructions shall not be revoked without the written consent of Parent and Acquisition Sub; and (b) take all action necessary to vote or cause the Subject Shares to be voted (and not withdrawn) against any Acquisition Proposal at any meeting of Securityholders called for the purpose of considering same including, without limitation, duly directing proxyholders or instructing any intermediaries who hold the Subject Shares on behalf of the Shareholder to so vote the Subject Shares; and (c) if the Arrangement Agreement is amended, or superseded by any further agreement, arrangement or understanding, such that the acquisition of control of the Company and its Subsidiaries, or the acquisition of all or substantially all of the assets of the Company, by Parent or Acquisition Sub or any of their Affiliates is provided for by means of an alternative structure (“Alternative Structure Transaction”), the Shareholder shall, for greater certainty during the term of this Agreement, upon Parent's written request, at no cost to the Shareholder, (i) deposit the Shareholder’s Subject Shares into a take-over bid and not withdraw them, and/or (ii) vote or cause to be voted all of the Subject Shares in favour of, and not dissent from, such Alternative Structure Transaction; provided, however, that the Shareholder’s obligations under this Section 2.2(c) are conditional upon (A) the consideration per Common Share and/or Preferred Share, as the case may be, to be received by the Shareholder under such Alternative Structure Transaction being in the same form as, and being equal to or greater than, the Per Share Common Purchase Price and/or the Per Share Preferred Purchase Price, as the case may be, to be received by the Shareholder pursuant to the Arrangement, and (B) such Alternative Structure Transaction not having any other adverse effect on the Shareholder, including with respect to tax consequences.

Support of the Arrangement. On the terms and subject to the conditions of this Agreement, the Shareholder hereby covenants and agrees in favour of Parent and Acquisition Sub that, from the date hereof until the termination of this Agreement in accordance with Article 4, the Shareholder will: (a) take all action necessary to vote or cause to be voted (and not withdraw) the Subject Shares in favour of the Arrangement Resolution at the Meeting including in connection with any separate vote of any sub group of Securityholders that may be required to be taken including, without limitation, duly instructing any intermediaries who hold the Subject Shares to so vote the Subject Shares and, in furtherance of the foregoing, the Shareholder will deliver no later than five Business Days prior to the date of the Meeting a duly executed proxy or a duly executed voting instruction form to the intermediary through which the Shareholder holds the Shareholder’s beneficial interest in the Subject Shares (provided that if the Shareholder is a non objecting beneficial owner, such voting instructions shall be delivered directly to the Company), in each case with a copy to Parent and Acquisition Sub concurrently, and directing the proxyholder or instructing the intermediary, as the case may be, that the Subject Shares be voted at the Meeting in favour of the Arrangement Resolution and any such proxy or voting instructions shall not be revoked without the written consent of Parent and Acquisition Sub; and; (b) take all action necessary to vote or cause the Subject Shares to be voted (and not withdrawn) against any Acquisition Proposal at any meeting of Securityholders called for the purpose of considering same including, without limitation, duly directing proxyholders or instructing any intermediaries who hold the Subject Shares on behalf of the Shareholder to so vote the Subject Shares; and; (c) if the Arrangement Agreement is amended, or superseded by any further agreement, arrangement or understanding, such that the acquisition of control of the Company and its Subsidiaries, or the acquisition of all or substantially all of the assets of the Company, by Parent or Acquisition Sub or any of their Affiliates is provided for by means of an alternative structure (“Alternative Structure Transaction”), the Shareholder shall, for greater certainty during the term of this Agreement, upon Parent's ’s written request, use the Shareholder’s commercially reasonable efforts, at no cost to the Shareholder, to assist Parent, Acquisition Sub and any of their Affiliates to successfully complete such transaction, including without limitation by (i) deposit depositing the Shareholder’s Subject Shares into a take-over bid and not withdraw withdrawing them, and/or (ii) vote voting or cause causing to be voted all of the Subject Shares in favour of, and not dissent dissenting from, such Alternative Structure Transaction; provided, however, that the Shareholder’s obligations under this Section 2.2(c) are conditional upon (A) the consideration per Common Share and/or Preferred Share, as the case may be, to be received by the Shareholder under such Alternative Structure Transaction being in the same form as, and being equal to or greater than, the Per Share Common Purchase Price and/or the Per Share Preferred Purchase Price, as the case may be, to be received by the Shareholder pursuant to the Arrangement, and (B) such Alternative Structure Transaction not having any other adverse effect on the Shareholder, including with respect to tax consequences.

Support of the Arrangement. On the terms and subject to the conditions of this Agreement, the Shareholder hereby covenants and agrees in favour of Parent and Acquisition Sub that, from the date hereof until the termination of this Agreement in accordance with Article 4, the Shareholder will: (a) take all action necessary to vote or cause to be voted (and not withdraw) the Subject Shares in favour of the Arrangement Resolution at the Meeting including in connection with any separate vote of any sub group of Securityholders that may be required to be taken including, without limitation, duly instructing any intermediaries who hold the Subject Shares to so vote the Subject Shares and, in furtherance of the foregoing, the Shareholder will deliver no later than five Business Days prior to the date of the Meeting a duly executed proxy or a duly executed voting instruction form to the intermediary through which the Shareholder holds the Shareholder’s beneficial interest in the Subject Shares (provided that if the Shareholder is a non objecting beneficial owner, such voting instructions shall be delivered directly to the Company), in each case with a copy to Parent and Acquisition Sub concurrently, and directing the proxyholder or instructing the intermediary, as the case may be, that the Subject Shares be voted at the Meeting in favour of the Arrangement Resolution and any such proxy or voting instructions shall not be revoked without the written consent of Parent and Acquisition Sub; and (b) take all action necessary to vote or cause the Subject Shares to be voted (and not withdrawn) against any Acquisition Proposal at any meeting of Securityholders called for the purpose of considering same including, without limitation, duly directing proxyholders or instructing any intermediaries who hold the Subject Shares on behalf of the Shareholder to so vote the Subject Shares; and (c) if the Arrangement Agreement is amended, or superseded by any further agreement, arrangement or understanding, such that the acquisition of control of the Company and its Subsidiaries, or the acquisition of all or substantially all of the assets of the Company, by Parent or Acquisition Sub or any of their Affiliates is provided for by means of an alternative structure (“Alternative Structure Transaction”), the Shareholder shall, for greater certainty during the term of this Agreement, upon Parent's ’s written request, at no cost to the Shareholder, (i) deposit the Shareholder’s Subject Shares into a take-over bid and not withdraw them, and/or (ii) vote or cause to be voted all of the Subject Shares in favour of, and not dissent from, such Alternative Structure Transaction; provided, however, that the Shareholder’s obligations under this Section 2.2(c) are conditional upon (A) the consideration per Common Share and/or Preferred Share, as the case may be, to be received by the Shareholder under such Alternative Structure Transaction being in the same form as, and being equal to or greater than, the Per Share Common Purchase Price and/or the Per Share Preferred Purchase Price, as the case may be, to be received by the Shareholder pursuant to the Arrangement, and (B) such Alternative Structure Transaction not having any other adverse effect on the Shareholder, including with respect to tax consequences.