Common use of Target Shareholders Meeting Clause in Contracts

Target Shareholders Meeting. Target shall, as promptly as reasonably practicable after receiving notice from Parent that the Form F-4 has been declared effective under the Securities Act, (i) take all action necessary in accordance with applicable Law and the articles of incorporation and bylaws of Target duly to give notice of, convene and hold a meeting of its shareholders to be held as promptly as practicable to consider the approval of this Agreement and the Merger (the “Target Meeting”); (ii) engage a proxy solicitation agent, which is approved by the Parent (such approval not to be unreasonably withheld), to advise on and assist with the solicitation of proxies in connection with the Target Shareholder Approvals; (iii) use commercially reasonable efforts to solicit from its shareholders proxies in favor of the Target Shareholder Approvals and (iv) will take all other action reasonably necessary or advisable to secure the vote of its shareholders required by the rules of the NYSE MKT, the TSX or applicable Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, Target may adjourn or postpone the Target Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement/Prospectus is provided to its shareholders in advance of a vote on the approval of this Agreement and the Merger, or, if as of the time for which the Target Meeting is originally scheduled, there are insufficient Target Common Shares, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting. Target shall use commercially reasonable efforts such that the Target Meeting is called, noticed, convened, held and conducted, and that all proxies solicited in connection with the Target Meeting are solicited in compliance with applicable Law, the rules of the NYSE MKT, the TSX and the articles of incorporation and bylaws of Target. Notwithstanding anything contained herein to the contrary, Target shall not be required to hold the Target Meeting if this Agreement is terminated or if there is an Adverse Recommendation Change by Target before the Target Meeting is held.

Target Shareholders Meeting. (a) Target shalland its board of directors shall take, in accordance with applicable Law and Target’s charter and bylaws, all action necessary to call, give notice of, convene, and hold, as promptly as reasonably practicable after receiving notice from Parent that the Form F-4 has been declared date on which the Registration Statement becomes effective under the Securities Act, a meeting of Target’s shareholders (including any and all adjournments or postponements thereof, the “Target Meeting”) for the purpose of Target’s shareholders voting on approval of this Agreement and any other matters required to be approved or voted upon by Target’s shareholders in connection with or in order to consummate the transactions contemplated by this Agreement, as well as, if mutually agreed upon by the Parties, any other matters of the type customarily brought before a meeting of shareholders to approve an agreement such as this Agreement. Except with the prior approval of Company (which approval will not be unreasonably withheld, conditioned, or delayed), no other matters shall be submitted for consideration by or the approval of Target’s shareholders at the Target Meeting. Subject to Section 7.7(b), (i) take Target and its board of directors shall at all action necessary in accordance with applicable Law times prior to and during the articles of incorporation and bylaws of Target duly Meeting recommend to give notice of, convene and hold a meeting of its Target’s shareholders to be held as promptly as practicable to consider the approval of this Agreement and the Merger (the “Target Meeting”); (ii) engage a proxy solicitation agent, which is approved by the Parent (such approval not to be unreasonably withheld), to advise on and assist with the solicitation of proxies in connection with the Target Shareholder Approvals; (iii) shall use commercially reasonable efforts to solicit from its shareholders proxies in favor of the Target Shareholder Approvals and obtain such approval and (ivii) will neither Target nor its board of directors shall withhold, withdraw, modify, or qualify in any manner adverse to Company its recommendation that Target’s shareholders approve this Agreement and the transactions contemplated hereby, or take all any other action reasonably necessary or advisable (including making a public statement) intentionally inconsistent with such recommendation (any action prohibited by this clause (ii) being referred to secure the vote as a “Target Change of its shareholders required by the rules of the NYSE MKT, the TSX or applicable Law to obtain such approvalsRecommendation”). Notwithstanding anything to the contrary contained in any Target Change of Recommendation, unless this AgreementAgreement has been terminated, Target may adjourn or postpone the Target Meeting shall be convened and this Agreement shall be submitted to the extent necessary to ensure that any necessary supplement or amendment to shareholders of Target at the Proxy Statement/Prospectus is provided to its Target Meeting for the purpose of Target’s shareholders in advance of a vote considering and voting on the approval of this Agreement and any other matters required to be approved by Target’s shareholders in order to consummate the Mergertransactions contemplated by this Agreement. Additionally, or, if as of the time for which the Target Meeting is originally scheduled, there are insufficient Target Common Shares, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting. Target shall use commercially reasonable efforts such that the Target Meeting is called, noticed, convened, held and conducted, and that all proxies solicited in connection with the Target Meeting are solicited in compliance with applicable Law, the rules of the NYSE MKT, the TSX and the articles of incorporation and bylaws of Target. Notwithstanding anything contained herein to the contraryunless this Agreement has been terminated, Target shall not be required submit to hold the Target Meeting if this Agreement is terminated or if there is an Adverse Recommendation Change by Target before the Target Meeting is heldfor a vote of its shareholders any Acquisition Proposal.