Common use of The Interim Order Clause in Contracts

The Interim Order. No later than three (3) Business Days after the date that the Registration Statement / Proxy Statement is declared effective under the Securities Act of 1933, as amended (the “Securities Act”), the Company shall apply in a manner reasonably acceptable to SPAC pursuant to section 193 of the ABCA and, in cooperation with SPAC, prepare, file and diligently pursue an application to the Court for the Interim Order in respect of the Arrangement, which shall provide, among other things: (a) for the Persons to whom notice is to be provided in respect of the Arrangement and the Company Shareholders Meeting, including the Company Shareholders, the directors and auditors of the Company and the Registrar, and for the manner in which such notice is to be provided to such Persons, such notice to include, among other things, that such Persons have a right to appear at the hearing before the Court at which the fairness of the Arrangement will be adjudged; (b) that the required level of approval for the Arrangement Resolution shall be the Company Required Approval; (c) that, in all other respects, the terms, restrictions and conditions of the Company Articles and the bylaws of the Company, including quorum requirements and all other matters, shall apply in respect of the Company Shareholders Meeting; (d) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (e) that the Company Shareholders Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Shareholders Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Shareholders Meeting, unless required by the Court or applicable Law; (g) that the Company Shareholders Meeting may be held in person or be a virtual meeting or hybrid meeting whereby all Company Shareholders may join virtually; (h) for the grant of the Company Dissent Rights to registered Company Shareholders as set forth in the Plan of Arrangement; and (i) for such other matters as the Parties may agree are reasonably necessary to complete the Transactions.

The Interim Order. No later than As soon as reasonably practicable, and in any event within three (3) Business Days after the date that the Registration Statement / Proxy Statement is declared effective under the Securities Act of 1933, as amended (the “Securities Act”)effective, the Company shall apply in a manner reasonably acceptable to SPAC apply, pursuant to section 193 Part 9, Division 5 of the ABCA BCBCA and, in cooperation with SPACSPAC (which shall include the opportunity for SPAC and its Representatives to review all relevant documents by SPAC and the incorporation of all reasonable comments from SPAC and its Representatives thereon), prepare, file and diligently pursue an application to the Court for the Interim Order in respect of the Arrangement, which shall identify that the Transaction Support Agreements have been executed by each of the Supporting Company Shareholders and shall provide, among other things: (ai) for the Persons class(es) of persons to whom notice is to be provided in respect of the Arrangement and the Company Shareholders Meeting, including the Company Shareholders, the directors and auditors of the Company and the Registrar, and for the manner in which such notice is to be provided to such Persons, such notice to include, among other things, that such Persons have a right to appear at the hearing before the Court at which the fairness of the Arrangement will be adjudgedprovided; (bii) that the required level of approval for the Company Arrangement Resolution shall be the Company Required Approval; (ciii) that, in all other respects, the terms, restrictions and conditions of the Company Articles and the bylaws Governing Documents of the Company, including quorum requirements and all other matters, shall apply in respect of the Company Shareholders Meeting; (div) for the grant of the Arrangement Dissent Rights to Company Shareholders as contemplated by the Plan of Arrangement; (v) for the notice requirements with respect to regarding the presentation of the application to the Court for the Final Order; (evi) that it is the intention of the Parties to rely upon Section 3(a)(10) of the Securities Act in connection with the exchange of the Electing Company Shares for the Exchangeable Shares in accordance with the Plan of Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (vii) that the Company Shareholders Meeting may be adjourned or postponed from time to time by the Company Company, with the consent of the SPAC (such consent not to be unreasonably withheld, conditioned or delayed), and in accordance with the terms of this Agreement or as otherwise agreed by the Parties without the need for additional approval of the Court, and may be held virtually; (fviii) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Shareholders Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Shareholders Meeting, unless required by the Court or applicable Law; (gix) that confirmation of the record date for the purposes of determining the Company Shareholders entitled to receive material and vote at the Company Shareholders Meeting may be held in person or be a virtual meeting or hybrid meeting whereby all Company Shareholders may join virtuallyaccordance with the Interim Order; (hx) for that the grant Canadian Share Exchange shall be limited such that Eligible Holders electing to receive Exchangeable Shares (other than Public Sector Pension Investment Board) will not hold greater than 19.9% of the Company Dissent Rights to registered Company Shareholders as set forth in the Plan of ArrangementNewCo on a pro forma fully diluted basis; and (ixi) for such other matters as the Parties may agree are reasonably necessary to complete the Transactions.

The Interim Order. No later than As soon as reasonably practicable, and in any event within three (3) Business Days after the date that the Registration Statement / Proxy Statement is declared effective under the Securities Act of 1933, as amended (the “Securities Act”)effective, the Company shall apply in a manner reasonably acceptable to SPAC apply, pursuant to section Section 193 of the ABCA and, in cooperation with SPACSPAC (which shall include the opportunity for SPAC and its Representatives to review all relevant documents by SPAC and the incorporation of all reasonable comments from SPAC and its Representatives thereon), prepare, file and diligently pursue an application to the Court for the Interim Order in respect of the Arrangement, which shall identify that the Shareholder Support Agreement has been executed by each of the Supporting Company Shareholders and shall provide, among other things: (ai) for the class(es) of Persons to whom notice is to be provided in respect of the Arrangement and and, if the Written Resolution is not signed by at least two-thirds (2/3) of the Company Shareholders Meeting, including the Company Shareholders, the directors and auditors holding not less than two-thirds (2/3) of the Company Common Shares and at least two-thirds (2/3) of the RegistrarCompany Performance Warrantholders holding not less than two-thirds (2/3) of the Company Performance Warrants, the Company Securityholders Meeting, and for the manner in which such notice is to be provided to such Persons, such notice to include, among other things, that such Persons have a right to appear at the hearing before the Court at which the fairness of the Arrangement will be adjudgedPersons; (bii) that the required level securities of approval the Company for which holders as at the record date established for the Company Securityholders Meeting shall be entitled to vote on the Company Arrangement Resolution (whether by Written Resolution or at the Company Securityholders Meeting) shall be the Company Common Shares and the Company Performance Warrants; (iii) that the requisite approval by Company Shareholders and Company Performance Warrantholders for the Company Arrangement Resolution shall be obtained by: (A) the execution of the Written Resolution by at least two-thirds (2/3) of the Company Shareholders holding not less than two-thirds (2/3) of the Company Common Shares and at least two-thirds (2/3) of the Company Performance Warrantholders holding not less than two-thirds (2/3) of the Company Performance Warrants on or before the Written Resolution Deadline; or (B) in the event Company and SPAC determine that Company Required Approval is to be sought from Company Shareholders and/or Company Performance Warrantholders at the Company Securityholders Meeting, the approval of the Company Arrangement Resolution at the Company Securityholders Meeting by two-thirds (2/3) of the votes cast on the Company Arrangement Resolution by the Company Shareholders and by two-thirds (2/3) of the votes cast on the Company Arrangement Resolution by the Company Performance Warrantholders in both cases present in person or represented by proxy at the Company Securityholders Meeting (including any adjournment or postponement thereof) (as applicable, “Company Required Approval”); (civ) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions of the Company Articles and the bylaws Governing Documents of the Company, including quorum requirements and all other matters, shall apply in respect of the Company Shareholders Securityholders Meeting; (dv) for the grant of the Arrangement Dissent Rights to Company Shareholders as contemplated by the Plan of Arrangement, including any notice requirements applicable to the grant of Arrangement Dissent Rights to the Company Shareholders in connection with the Company Shareholders approving the Arrangement pursuant to the Written Resolution; (vi) for the notice requirements with respect to regarding the presentation of the application to the Court for the Final Order; (evii) that the Company Shareholders Securityholders Meeting may be adjourned or postponed from time to time by the Company Company, with the consent of SPAC (such consent not to be unreasonably withheld, conditioned or delayed), and in accordance with the terms of this Agreement or as otherwise agreed by the Parties without the need for additional approval of the Court, and may be held virtually; (fviii) that the record date for the Company Shareholders and the Company Performance Warrantholders entitled to notice of and to vote vote, whether by Written Resolution or at the Company Shareholders Meeting Securityholders Meeting, will not change in respect of any adjournment(s) or postponement(s) of the such Company Shareholders Securityholders Meeting, unless required by Law or the Court or applicable LawCourt; (gix) that confirmation of the record date for the purpose of determining the Company Shareholders Meeting may be held in person or be a virtual meeting or hybrid meeting whereby all Company Shareholders may join virtually; (h) for the grant of and the Company Dissent Rights Performance Warrantholders entitled to registered receive material, notice of and vote, whether by Written Resolution or at the Company Shareholders as set forth Securityholders Meeting in accordance with the Plan of ArrangementInterim Order; and (ix) for such other matters as the Parties may agree are reasonably necessary to complete the Transactions.

The Interim Order. No later than three (3) Business Days after On a date mutually agreed upon between the Parties prior to the date that the Registration Statement / Statement/Proxy Statement is declared effective under the Securities Act of 1933, as amended (the “Securities Act”), the Company New BC Sub shall apply to the Court in a manner reasonably acceptable to SPAC LG Parent, acting reasonably, pursuant to section 193 288 of the ABCA BC Act and, in cooperation with SPACLG Parent, prepare, file and diligently pursue an application to a petition with the Court for the Interim Order in respect of the Arrangement, which shall provide, among other things: (a) for the Persons to whom notice is to be provided in respect of the Arrangement and the Company Shareholders MeetingArrangement, including the Company SEAC Shareholders, the directors and auditors of the Company and the Registrar, and for the manner in which such notice is to be provided to such Persons, such notice to include, among other things, that such Persons have a right to appear at the hearing before the Court at which the fairness of the Arrangement will be adjudgedconsidered so long as they enter an appearance within a reasonable time and are in accordance with the procedures set out in the Interim Order; (b) that the required level of approval approvals for the Arrangement Resolution shall be the Company Required ApprovalSEAC Shareholder Approvals; (c) that, in all other respects, if not prohibited by the terms, restrictions and conditions Laws of the Company Articles and Caymans Islands: (i) the bylaws of the Company, including quorum requirements and all other matters, shall apply in respect of the Company Shareholders Meeting; (d) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (e) that the Company SEAC Shareholders Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement SEAC without the need for additional approval of the Court; , and (fii) that the record date for determining the Company SEAC Shareholders entitled to notice of and to vote at the Company SEAC Shareholders Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company SEAC Shareholders Meeting, unless required by the Court or applicable Law; (gd) that that, in all other respects, the Company SEAC Shareholders Meeting may shall be held in person or be a virtual meeting or hybrid meeting whereby all Company Shareholders may join virtuallyaccordance with the Laws of the Cayman Islands and applicable U.S. securities Laws, including in respect of, but not limited to, quorum requirements, the setting of the record date, and adjournments and postponements; (he) for the grant notice requirements with respect to the presentation of the Company Dissent Rights petition to registered Company Shareholders as set forth in the Plan of ArrangementCourt for the Final Order; and (if) for such other matters as the Parties may agree are reasonably necessary to complete the Transactions.

The Interim Order. No later than three (3) Business Days after the date that the Proxy/Registration Statement / Proxy Statement is declared effective under by the Securities Act of 1933, as amended (the “Securities Act”)SEC, the Company shall apply in a manner reasonably acceptable to SPAC pursuant to section 193 Section 291 of the ABCA BCBCA and, in cooperation with SPAC, shall prepare, file and diligently pursue an application to the Court for the Interim Order in respect of the Arrangement, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Company SPAC Shareholders Meeting, including the Company Shareholders, the directors and auditors of the Company and the Registrar, Meeting and for the manner in which such notice is to be provided to such Personsprovided, such notice notices to include, among other things, that such Persons have a right to appear at the hearing before the Court at which the fairness of the Arrangement will is to be adjudged; (b) confirmation of the record date for the purposes of determining the SPAC Shareholders entitled to receive notice of and vote at the SPAC Shareholders Meeting (which date shall be fixed and published by SPAC in consultation with the Company); (c) that the record date for the SPAC Shareholders entitled to receive notice of and to vote at the SPAC Shareholders Meeting will not change in respect of or as a consequence of any adjournment or postponement of the SPAC Shareholders Meeting, unless required by the Court, a court of competent jurisdiction or applicable Law; (d) that the required level of approval for the SPAC Arrangement Resolution shall be the SPAC Shareholders’ Approval; (e) that the SPAC Shareholders Meeting may be held in person or be a virtual meeting or hybrid meeting whereby all SPAC Shareholders may join virtually; (f) that, in all other respects, the terms, restrictions and conditions of the SPAC Governing Documents, including quorum requirements and all other matters, shall apply in respect of the SPAC Shareholders Meeting; (g) that the SPAC Shareholders Meeting may be adjourned or postponed from time to time by SPAC in accordance with the terms of this Agreement without the need for additional approval of the Court and without the necessity of first convening the SPAC Shareholders Meeting or first obtaining any vote of the SPAC Shareholders respecting such adjournment or postponement, and notice of any such adjournment or postponement shall be given by such method as the SPAC Board may determine is appropriate in the circumstances; (h) for the ability of the SPAC Shareholders to elect to effect a SPAC Share Redemption in connection with the SPAC Shareholders’ Approval or the Transactions as provided in the SPAC Governing Documents; (i) that the deadline for submission of proxies by the SPAC Shareholders for the SPAC Shareholders Meeting shall be 48 hours (excluding any day that is not a Business Day) prior to the SPAC Shareholders Meeting; (j) that the Sponsor Support Agreement has been duly executed by each of the Sponsor Parties; (k) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Company Shareholders Meeting and for the manner in which such notice is to be provided, such notices to include, among other things, that such Persons have a right to appear at the hearing before the Court at which the fairness of the Arrangement is to be adjudged; (l) confirmation of the record date for the purposes of determining the Company Shareholders entitled to receive notice of and vote at the Company Shareholders Meeting (which date shall be fixed and published by the Company in consultation with SPAC); (m) that the record date for the Company Shareholders entitled to receive notice of and to vote at the Company Shareholders Meeting will not change in respect of or as a consequence of any adjournment or postponement of the Company Shareholders Meeting, unless required by the Court or applicable Law; (n) that the required level of approval for the Company Arrangement Resolution shall be the Company Required Shareholders’ Approval; (co) that the Company Shareholders Meeting may be held in person or be a virtual meeting or hybrid meeting whereby all Company Shareholders may join virtually; (p) that, in all other respects, the terms, restrictions and conditions of the Company Articles and the bylaws of the CompanyGoverning Documents, including quorum requirements and all other matters, shall apply in respect of the Company Shareholders Meeting; (dq) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (er) that the Company Shareholders Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (f) that Court and without the record date for the Company Shareholders entitled to notice necessity of and to vote at first convening the Company Shareholders Meeting will not change in respect of or first obtaining any adjournment(s) or postponement(s) vote of the Company Shareholders Meetingrespecting such adjournment or postponement, unless required and notice of any such adjournment or postponement shall be given by such method as the Court or applicable LawCompany Board may determine is appropriate in the circumstances; (g) that the Company Shareholders Meeting may be held in person or be a virtual meeting or hybrid meeting whereby all Company Shareholders may join virtually; (hs) for the grant of the Company Dissent Rights to registered the Company Shareholders who are registered holders of Company Common Shares as set forth in the Plan of ArrangementArrangement to registered Company Shareholders, which Dissent Rights will provide for a Company Shareholder’s written objection to the Company Arrangement Resolution to be received by the Company at least 48 hours (excluding any day that is not a Business Day) before the Company Shareholders Meeting; (t) that the deadline for submission of proxies by the Company Shareholders for the Company Shareholders Meeting shall be 48 hours (excluding any day that is not a Business Day) prior to the Company Shareholders Meeting; (u) that the Company Securityholder Support Agreement has been duly executed by each of the Key Company Securityholders; and (iv) for such other matters as the Parties Company and SPAC may agree are reasonably necessary to complete the Transactions.

The Interim Order. No later than three (3) Business Days after the date that the Proxy/Registration Statement / Proxy Statement is declared effective under by the Securities Act of 1933, as amended (the “Securities Act”)SEC, the Company shall apply in a manner reasonably acceptable to SPAC pursuant to section 193 Section 182 of the ABCA OBCA and, in cooperation with SPAC, shall prepare, file and diligently pursue an application to the Court for the Interim Order in respect of the Arrangement, which shall provide, among other things: (ai) that the Shareholder Support Agreement has been duly executed by each of the Key Company Shareholders; (ii) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Company Shareholders Meeting, including the Company Shareholders, the directors and auditors of the Company and the Registrar, Meeting and for the manner in which such notice is to be provided to such Personsprovided, such notice notices to include, among other thingsinter alia, that such Persons have a right to appear at the hearing before the Court at which the fairness of the Arrangement will is to be adjudged; (biii) that the record date for the holders of Company Class A Common Shares and Company Class A Preferred Shares entitled to receive notice of and to vote at the Company Shareholders Meeting will not change in respect of or as a consequence of any adjournment or postponement of the Company Shareholders Meeting, unless required by Law or with the written consent of SPAC (not to be unreasonably withheld, conditioned or delayed); (iv) that the required level of approval for the Company Arrangement Resolution shall be the Company Required Approval; (cv) that the Company Shareholders Meeting may be held in person or be a virtual meeting or hybrid meeting whereby all Company Shareholders may join virtually; (vi) that, in all other respects, the terms, restrictions and conditions of the Company Articles and the bylaws of the CompanyGoverning Documents, including quorum requirements and all other matters, shall apply in respect of the Company Shareholders Meeting; (dvii) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (eviii) that the Company Shareholders Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Shareholders Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Shareholders Meeting, unless required by the Court or applicable Law; (g) that the Company Shareholders Meeting may be held in person or be a virtual meeting or hybrid meeting whereby all Company Shareholders may join virtually; (hix) for the grant of the Company Dissent Rights to registered Company Shareholders as set forth in the Plan of ArrangementArrangement to holders of Company Class A Common Shares and Company Class A Preferred Shares, in each case who are registered Company Shareholders; and (ix) for such other matters as the Parties parties hereto may agree are reasonably necessary to complete the Transactions.

The Interim Order. No As soon as reasonably practicable after the date of this Agreement, but in any event no later than three (3) Business Days after the date that initial filing with the SEC of the Registration Statement / Proxy Statement is declared effective under the Securities Act of 1933, as amended (the “Securities Act”)Statement, the Company shall apply in a manner reasonably acceptable to SPAC apply, pursuant to section 193 Part 9, Division 5 of the ABCA BCBCA and, in cooperation with SPACSOAC (which shall include the opportunity to review of all relevant documents by SOAC and the incorporation of all reasonable comments from SOAC thereon), prepare, file and diligently pursue an application to the Court for the Interim Order in respect of the Arrangement, which shall identify that the Transaction Support Agreements have been executed by each of the Supporting Company Shareholders and shall provide, among other things: (ai) for the Persons class(es) of persons to whom notice is to be provided in respect of the Arrangement and the Company Shareholders Meeting, including the Company Shareholders, the directors and auditors of the Company and the Registrar, and for the manner in which such notice is to be provided to such Persons, such notice to include, among other things, that such Persons have a right to appear at the hearing before the Court at which the fairness of the Arrangement will be adjudgedprovided; (bii) that the required level of approval for the Company Arrangement Resolution shall be the Company Required Approval; (ciii) that, in all other respects, the terms, restrictions and conditions of the Company Articles and the bylaws Governing Documents of the Company, including quorum requirements and all other matters, shall apply in respect of the Company Shareholders Meeting; (div) for the grant of the Arrangement Dissent Rights to those Company Shareholders who are registered Company Shareholders as contemplated by the Plan of Arrangement; (v) for the notice requirements with respect to regarding the presentation of the application to the Court for the Final Order; (evi) that that, subject to Section 2.2(b), the Company Shareholders Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement or as otherwise agreed by the Parties without the need for additional approval of the Court, and may be held virtually; (fvii) that the record date for the Company Shareholders and holders of Company Options entitled to notice of and to vote at the Company Shareholders Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Shareholders Meeting, unless required by applicable Law or by the Court or applicable LawCourt; (gviii) that confirmation of the record date for the purposes of determining the Company Shareholders Meeting may be held in person or be a virtual meeting or hybrid meeting whereby all Company Shareholders may join virtually; (h) for the grant of entitled to receive material and vote at the Company Dissent Rights to registered Company Shareholders as set forth Meeting in accordance with the Plan of ArrangementInterim Order; and (iix) for such other matters as the Parties may agree are reasonably necessary to complete the Transactions.

The Interim Order. No As soon as reasonably practicable, and in any event no later than three (3) Business Days after the date that the Registration Statement / Proxy Statement is declared effective under by the Securities Act of 1933, as amended (the “Securities Act”)SEC, the Company shall apply in a manner reasonably acceptable to SPAC apply, pursuant to section 193 Section 182 of the ABCA OBCA and, in cooperation with SPACSPAC (which shall include the opportunity for SPAC and its Representatives to review all relevant documents by SPAC and the incorporation of all reasonable comments from SPAC and its Representatives thereon), prepare, file and diligently pursue an application to the Court for the Interim Order in respect of the Arrangement, which shall identify that the Shareholder Support Agreement has been executed by each of the Supporting Company Shareholders and shall provide, among other things: (ai) for the class(es) of Persons to whom notice is to be provided in respect of the Arrangement and the Company Shareholders Meeting, including the Company Shareholders, the directors and auditors of the Company and the Registrar, and for the manner in which such notice is to be provided to such Persons, such notice to include, among other things, that such Persons have a right to appear at the hearing before the Court at which the fairness of the Arrangement will be adjudged; (bii) that the required level securities of approval the Company for which holders as at the record date established for the Company Shareholder Meeting shall be entitled to vote on the Company Arrangement Resolution shall be the Company Required ApprovalCommon Shares (for avoidance of any doubt, the Company Warrants and Company Stock Options shall not have a vote at the Company Shareholder Meeting or in respect of the Company Arrangement Resolution); (ciii) that the requisite approval by Company Shareholders for the Company Arrangement Resolution shall be obtained by: the approval of the Company Arrangement Resolution at the Company Shareholder Meeting by at least two-thirds (2/3) of the votes attaching to the Company Common Shares cast on the Company Arrangement Resolution by the Company Shareholders present in person or represented by proxy at the Company Shareholder Meeting (including any adjournment or postponement thereof) (as applicable, “Company Required Approval”); (iv) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions of the Company Articles and the bylaws Governing Documents of the Company, including quorum requirements and all other matters, shall apply in respect of the Company Shareholders Shareholder Meeting; (dv) for the grant of the Arrangement Dissent Rights to Company Shareholders as contemplated by the Plan of Arrangement; (vi) for the notice requirements with respect to regarding the presentation of the application to the Court for the Final Order; (evii) that the Company Shareholders Shareholder Meeting may be adjourned or postponed from time to time by the Company Company, with the consent of SPAC (such consent not to be unreasonably withheld, conditioned or delayed), and in accordance with the terms of this Agreement or as otherwise agreed by the Parties without the need for additional approval of the Court, and may be held virtually; (fviii) that the record date for the Company Shareholders entitled to notice of and to vote or at the Company Shareholders Meeting Shareholder Meeting, will not change in respect of any adjournment(s) or postponement(s) of the such Company Shareholders Shareholder Meeting, unless required by Law or the Court or applicable LawCourt; (gix) that confirmation of the record date for the purpose of determining the Company Shareholders entitled to receive material, notice of and vote, at the Company Shareholder Meeting may be held in person or be a virtual meeting or hybrid meeting whereby all Company Shareholders may join virtuallyaccordance with the Interim Order; (hx) for that each Company Shareholder entitled to receive the grant Consideration, each holder of Company Warrants entitled to receive the Consideration and each Company Dissent Rights Optionholder entitled to registered Company Shareholders receive the Consideration pursuant to the Arrangement will have the right to appear before the Court so long as they enter an appearance within a reasonable time and in accordance with the procedures set forth out in the Plan of ArrangementInterim Order; and (ixi) for such other matters as the Parties may agree are reasonably necessary to complete the Transactions, provided that such other matters would not reasonably be expected to materially impair, delay or impede the completion of the Transactions contemplated by this Agreement.

The Interim Order. No later than three (3) Business Days As soon as reasonably practicable after the date that the Registration Statement / Proxy Statement is declared effective under the Securities Act of 1933this Agreement, as amended (the “Securities Act”)but in any event no later than January 13, 2023, the Company shall apply in a manner reasonably acceptable to SPAC apply, pursuant to section 193 Part 9, Division 5 of the ABCA BCBCA and, in cooperation with SPACBuyer, prepare, file and diligently pursue an application to the Court for the Interim Order in respect of the Arrangement, which shall identify that the Company Transaction Support Agreements have been executed by each of the Supporting Company Shareholders and shall provide, among other things: (ai) for the Persons class(es) of persons to whom notice is to be provided in respect of the Arrangement and the Company Shareholders Meeting, including the Company Shareholders, the directors and auditors of the Company and the Registrar, and for the manner in which such notice is to be provided to such Persons, such notice to include, among other things, that such Persons have a right to appear at the hearing before the Court at which the fairness of the Arrangement will be adjudgedprovided; (bii) that the required level of approval for the Company Arrangement Resolution shall be the Company Required Approval; (ciii) that, in all other respects, the terms, restrictions and conditions of the Company Articles and the bylaws Governing Documents of the Company, including quorum requirements and all other matters, shall apply in respect of the Company Shareholders Meeting; (div) for the grant of the Arrangement Dissent Rights to those Company Shareholders who are registered Company Shareholders as contemplated by the Plan of Arrangement; (v) for the notice requirements with respect to regarding the presentation of the application to the Court for the Final Order; (evi) that each Company Securityholder and any other affected person shall have the right to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response within a reasonable time; (vii) that, subject to Section 2.2(b), the Company Shareholders Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement or as otherwise agreed by the Parties without the need for additional approval of the Court, and may be held virtually; (fviii) that the record date for the Company Shareholders and holders of Other Arranged Securities entitled to notice of and to vote at the Company Shareholders Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Shareholders Meeting, unless required by applicable Legal Requirement or by the Court or applicable LawCourt; (gix) that confirmation of the record date for the purposes of determining the Company Shareholders Meeting may be held in person or be a virtual meeting or hybrid meeting whereby all Company Shareholders may join virtually; (h) for the grant of entitled to receive material and vote at the Company Dissent Rights to registered Company Shareholders as set forth Meeting in accordance with the Plan of ArrangementInterim Order; and (ix) for such other matters as the Parties may agree are reasonably necessary to complete the Transactions. In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the Section 3(a)(10) Exemption with respect to the issuance of all Arrangement Issued Securities to be issued pursuant to the Arrangement, based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to Company Securityholders who hold securities of the Company whose rights are affected by the Arrangement and to whom will be issued Arrangement Issued Securities pursuant to the Arrangement, following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

The Interim Order. No later than three (3) Business Days As soon as reasonably practicable after the date that the Registration Statement / Proxy Statement is declared effective under the Securities Act of 1933, as amended (the “Securities Act”)this Agreement, the Company shall apply in a manner reasonably acceptable to SPAC Prospector pursuant to section 193 Section 192(3) of the ABCA CBCA and, in cooperation with SPACProspector (which shall include the opportunity to review all relevant documents by Prospector and the incorporation of all reasonable comments from Prospector thereon which are made on a timely basis), prepare, file and diligently pursue an application to the Court for the Interim Order in respect of the Arrangement, which shall provide, among other things: (ai) that the Consent and Xxxxxx has been duly executed by each of the Supporting Company Shareholders; (ii) that the Powers of Attorney have been duly executed by each of the Proxy Company Shareholders; (iii) for the class of Persons to whom notice is to be provided in respect of the Arrangement and Arrangement, the Company Shareholders Meeting, including the Company Shareholders, the directors and auditors of the Company and the Registrar, Meeting and for the manner in which such notice is to be provided to such Persons, such notice to include, among other things, that such Persons have a right to appear at the hearing before the Court at which the fairness of the Arrangement will be adjudgedprovided; (biv) that the required level of approval for the Company Arrangement Resolution shall be the Company Required Approval; (cv) that, in all other respects, the terms, restrictions and conditions of the Company Articles and the bylaws Governing Documents of the Company, including quorum requirements and all other matters, shall apply in respect of the Company Shareholders Meeting; (dvi) for the grant of the Arrangement Dissent Rights to those Company Shareholders who are registered Company Shareholders as contemplated by the Plan of Arrangement; (vii) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (eviii) that the Company Shareholders Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement or as otherwise agreed by the Parties without the need for additional approval of the Court, and may be held virtually; (fix) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Shareholders Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Shareholders Meeting, unless required by applicable Law or by the Court or applicable LawCourt; (gx) that proxies in respect of the Company Required Approval may be delivered to the Company up to 5:00 p.m. no later than two (2) Business Days prior to the date of the Company Shareholders Meeting may be held in person or be a virtual meeting or hybrid meeting whereby all Company Shareholders may join virtually; (h) for the grant of the Company Dissent Rights to registered Company Shareholders as set forth in the Plan of ArrangementMeeting; and (ixi) for such other matters as the Parties may agree are reasonably necessary to complete the Transactions.

The Interim Order. No As soon as reasonably practicable after the date of the Company Continuance, but in any event no later than three (3) Business Days after the date that initial filing with the SEC of the Proxy/Registration Statement / Proxy Statement is declared effective under the Securities Act of 1933, as amended (the “Securities Act”)Statement, the Company shall apply apply, in a manner reasonably acceptable to SPAC pursuant to section 193 accordance with the provisions of the ABCA and, in cooperation with SPACSPAC (which shall include the opportunity to review all relevant documents by SPAC and the incorporation of all reasonable comments from SPAC thereon), prepare, file and diligently pursue an application to the Court for the Interim Order in respect of the Arrangement, which shall identify that the Shareholder Support Agreements have been executed by the Key Company Shareholders and shall provide, among other things: (ai) for the class(es) of Persons to whom notice is to be provided in respect of the Arrangement and the Company Shareholders Meeting, including the Company Shareholders, the directors and auditors of the Company and the Registrar, and for the manner in which such notice is to be provided to such Persons, such notice to include, among other things, that such Persons have a right to appear at the hearing before the Court at which the fairness of the Arrangement will be adjudgedprovided; (bii) that the required level of approval for the Arrangement Company Resolution shall be the Company Required ApprovalApproval and that under the Shareholder Support Agreements, the Key Company Shareholders have, in aggregate, irrevocably agreed to vote in favor of the Company Resolution and thereby satisfy this level of approval; (ciii) that, in all other respects, the terms, restrictions and conditions of the Company Articles and the bylaws Governing Documents of the Company, including quorum requirements and all other matters, shall apply in respect of the Company Shareholders Meeting; (div) for the grant of the Dissent Rights to those Company Shareholders who are registered Company Shareholders as contemplated by the Plan of Arrangement; (v) for the notice requirements with respect to regarding the presentation of the application to the Court for the Final Order; (evi) that the Company Shareholders Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement or as otherwise agreed in writing by the parties hereto without the need for additional approval of the CourtCourt and without the necessity of first convening the Company Shareholders Meeting or first obtaining any vote of the Company Shareholders respecting the adjournment or postponement, and notice of any such adjournment or postponement shall be given by such method as the Company Board may determine is appropriate in the circumstances, and may be held virtually; (fvii) that the Company Shareholders Meeting may be held in-person or be a virtual meeting or hybrid meeting whereby Company Shareholders may join virtually; (viii) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Shareholders Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Shareholders Meeting, unless required by applicable Law or by the Court or applicable LawCourt; (gix) that confirmation of the record date for the purposes of determining the Company Shareholders entitled to receive material and vote at the Company Shareholders Meeting may be held in person or be a virtual meeting or hybrid meeting whereby all Company Shareholders may join virtually; (h) for accordance with the grant of the Company Dissent Rights to registered Company Shareholders as set forth in the Plan of ArrangementInterim Order; and (ix) that each Company Shareholder and any other affected person shall have the right to appear before the Court at the hearing of the Court to approve the application of the Final Order so long as they provide a Response to Petition and any materials they intend to rely upon within the time period and in the manner stipulate in the Interim Order; and (xi) for such other matters as the Parties parties hereto may agree in writing are reasonably necessary to complete the Transactions.