Common use of The Meeting Clause in Contracts

The Meeting. (a) The Company shall call a special meeting of the Company's shareholders as soon as reasonably practicable for the purpose of obtaining approval of the Merger by the affirmative vote of a majority of the outstanding shares (the "Stockholder Approval") and use its reasonable best efforts to obtain the Stockholder Approval, including the use of a proxy statement in which the Board of Directors and the Special Committee recommend to the holders of Class A Stock and the holders of Class B Stock to vote for the approval of the Merger; provided, however, that the Board of Directors shall not be required to call, or to hold, such meeting, nor shall the Stockholders be required to vote for the Merger, and the Board of Directors or the Special Committee shall be permitted to enter into discussions or negotiations with, any person that previously has made an unsolicited bona fide written Acquisition Proposal (as defined below) if, and only to the extent that, (A) the Company Board, after consultation with and having considered the written advice of its legal counsel, determines in good faith that (x) such Acquisition Proposal would, if consummated, constitute a Superior Proposal (as hereinafter defined), and (y) such action is necessary for the Company Board to comply with its duties to the Company's stockholders under applicable Law, (B) the Special Committee, after consultation with and having considered the written advice of its legal counsel, determines in good faith that such Acquisition Proposal would, if consummated, be fair to and in the best interests of the holders of the Company's Stock and (C) prior to taking such action, the Company receives from such person an executed confidentiality agreement in reasonably customary form. In addition, either of the Special Committee or the Board of Directors shall be permitted to withdraw, modify or propose to withdraw or modify its recommendation of the Merger if its fiduciary duties require. (b) For purposes of this Agreement, a "Superior Proposal" means any bona fide Acquisition Proposal not directly or indirectly initiated or solicited by the Stockholders or the Company, or encouraged or facilitated by the Stockholders which the Company Board of Directors determines in its good faith judgment (after having received the advice of an investment banker), taking into account all legal, financial, regulatory and other aspects of the proposal and the person making the proposal, (i) would, if consummated, result in a transaction that is more favorable to the Company's stockholders (in their capacity as stockholders), from a financial point of view, than the Merger and (ii) is reasonably capable of being completed; (c) For purposes of this Agreement, an "Acquisition Proposal" means an inquiry, offer or proposal regarding any of the following (other than the Merger) involving the Company: (i) any merger, consolidation, share exchange, recapitalization, business combination or other similar transaction; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of all or substantially all the assets of the Company and its subsidiaries, taken as a whole, in a single transaction or series of related transactions; (iii) any tender offer or exchange offer for fifty percent (50%) or more of the outstanding shares of Class A Stock or Class B Stock or the filing of a registration statement under the Securities Act in connection therewith; or (iv) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing.

The Meeting. The Company shall: (a) The Company shall call a special meeting of duly take all lawful action to call, give notice of, convene and conduct the Meeting in accordance with the Interim Order, the Company's shareholders as soon as reasonably practicable for the purpose of obtaining approval of the Merger by the affirmative vote of a majority of the outstanding shares (the "Stockholder Approval") ’s Constating Documents and use its reasonable best efforts to obtain the Stockholder Approvalapplicable Law, including the policies of the CSE, and use commercially reasonable efforts to schedule the Meeting as promptly as practicable and, in any event but subject to compliance by the Purchaser and Canopy with their respective obligations in Section 2.4, on or before March 15, 2023 (or such later date as may be agreed to by the Parties in writing or required as a result of a proxy statement delay by the Purchaser or Canopy in providing the information required pursuant to Section 2.4(8)) and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Meeting without the prior written consent of the Purchaser or Canopy, except: (i) in the case of an adjournment, as required for quorum purposes (in which case the Board of Directors and the Special Committee recommend to the holders of Class A Stock and the holders of Class B Stock to vote for the approval of the Merger; provided, however, that the Board of Directors shall not be required to call, or to hold, such meeting, nor shall the Stockholders be required to vote for the Merger, and the Board of Directors or the Special Committee Meeting shall be adjourned and not cancelled); or (ii) as otherwise permitted to enter into discussions or negotiations with, any person that previously has made an unsolicited bona fide written Acquisition Proposal (as defined below) if, and only to the extent that, (A) the Company Board, after consultation with and having considered the written advice of its legal counsel, determines in good faith that (x) such Acquisition Proposal would, if consummated, constitute a Superior Proposal (as hereinafter defined), and (y) such action is necessary for the Company Board to comply with its duties to the Company's stockholders under applicable Law, (B) the Special Committee, after consultation with and having considered the written advice of its legal counsel, determines in good faith that such Acquisition Proposal would, if consummated, be fair to and in the best interests of the holders of the Company's Stock and (C) prior to taking such action, the Company receives from such person an executed confidentiality agreement in reasonably customary form. In addition, either of the Special Committee or the Board of Directors shall be permitted to withdraw, modify or propose to withdraw or modify its recommendation of the Merger if its fiduciary duties requirethis Agreement. (b) For purposes use commercially reasonable efforts to solicit proxies in favour of the approval of the Resolution and against any resolution submitted by any Person that is inconsistent with or seeks (without Canopy’s consent) to hinder or delay the Arrangement and the completion of the transactions contemplated by this Agreement, a "Superior Proposal" means any bona fide Acquisition Proposal not directly or indirectly initiated or solicited by the Stockholders or including, at the Company’s discretion or if so requested by ▇▇▇▇▇▇, or encouraged or facilitated by acting reasonably, and at Canopy’s sole expense, using the Stockholders which services of dealers and proxy solicitation services, consulting with Canopy in the Company Board selection and retainer of Directors determines in its good faith judgment (after having received the advice of an investment banker)any such proxy solicitation agent and reasonably considering Canopy’s recommendation with respect to any such agent, taking into account all legal, financial, regulatory and other aspects of the proposal and the person making the proposal, (i) wouldpermit the Purchaser and Canopy to assist and participate in all meetings (whether conducted telephonically or otherwise) with such proxy solicitation agent, if consummated, result in a transaction that is more favorable to the Company's stockholders (in their capacity as stockholders), from a financial point of view, than the Merger and (ii) is reasonably capable of being completedprovide Canopy with all information distributions or updates from the proxy solicitation agent, (iii) consult with, and consider any suggestions from, ▇▇▇▇▇▇ with regards to the proxy solicitation agent, and (iv) consult with ▇▇▇▇▇▇ and keep Canopy apprised, with respect to such solicitation and other actions; (c) For purposes provide Canopy with copies of this Agreementdocuments, an "Acquisition Proposal" means an inquiryor access to information regarding, offer the Meeting generated by any transfer agent, dealer or proposal regarding any proxy solicitation services firm retained by the Company, as reasonably requested in writing from time to time by ▇▇▇▇▇▇; (d) consult with Canopy in fixing the record date for the Meeting and the date of the following Meeting, give notice to the Purchaser and Canopy of the Meeting and allow the representatives and legal counsel of the Purchaser and Canopy to attend the Meeting; (other than e) promptly advise Canopy, at such times as Canopy may reasonably request in writing and at least on a daily basis on each of the Mergerlast ten Business Days prior to the date of the Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Resolution; (f) promptly advise Canopy of any written communication from any Person in opposition to the Arrangement, written notice of dissent, purported exercise or withdrawal of Dissent Rights, and provide Canopy with a reasonable opportunity to review and comment upon any written communications sent by or on behalf of the Company to any such Person and to participate in any discussions, negotiations or proceedings involving any such Person; (g) not make any payment or settlement offer, or agree to any payment or settlement prior to the Company: Effective Time with respect to any claims regarding the Arrangement or Dissent Rights without the prior written consent of Canopy; (h) not change the record date for the Company Floating Shareholders entitled to vote at the Meeting in connection with any adjournment or postponement of the Meeting, unless required by Law or with the consent of Canopy; and (i) any mergerat the reasonable written request of Canopy from time to time, consolidationprovide Canopy with a list (in either written or electronic form) of (i) the registered Company Floating Shareholders, share exchangetogether with their addresses and respective holdings of Company Floating Shares, recapitalization, business combination or other similar transaction; (ii) any salethe names, lease, exchange, mortgage, pledge, transfer or other disposition addresses and holdings of all or substantially all Persons on the assets registers of the Company having rights issued by the Company to acquire Company Floating Shares (including holders of Company Floating Options, Company Floating Warrants and its subsidiariesCompany Floating Share Units), taken as a whole, in a single transaction or series of related transactions; and (iii) any tender offer or exchange offer for fifty percent (50%) or more participants and book-based nominee registrants such as CDS & Co., and non-objecting beneficial owners of the outstanding shares Company Floating Shares, together with their addresses and respective holdings of Class A Stock or Class B Stock or the filing of a registration statement under the Securities Act in connection therewith; or (iv) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoingCompany Floating Shares.

The Meeting. The Company shall: (a) The Company shall call a special meeting of duly take all lawful action to call, give notice of, convene and conduct the Meeting in accordance with the Interim Order, the Company's shareholders as soon as reasonably practicable for the purpose of obtaining approval of the Merger by the affirmative vote of a majority of the outstanding shares (the "Stockholder Approval") ’s Constating Documents and use its reasonable best efforts to obtain the Stockholder Approvalapplicable Law, including the policies of the CSE, and use commercially reasonable efforts to schedule the Meeting as promptly as practicable and, in any event but subject to compliance by the Purchaser and Canopy with their respective obligations in Section 2.4, on or before March 15, 2023 (or such later date as may be agreed to by the Parties in writing or required as a result of a proxy statement delay by the Purchaser or Canopy in providing the information required pursuant to Section 2.4(8)) and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Meeting without the prior written consent of the Purchaser or Canopy, except: in the case of an adjournment, as required for quorum purposes (in which case the Board of Directors and the Special Committee recommend to the holders of Class A Stock and the holders of Class B Stock to vote for the approval of the Merger; provided, however, that the Board of Directors shall not be required to call, or to hold, such meeting, nor shall the Stockholders be required to vote for the Merger, and the Board of Directors or the Special Committee Meeting shall be adjourned and not cancelled); or as otherwise permitted to enter into discussions or negotiations with, any person that previously has made an unsolicited bona fide written Acquisition Proposal (as defined below) if, and only to the extent that, (A) the Company Board, after consultation with and having considered the written advice of its legal counsel, determines in good faith that (x) such Acquisition Proposal would, if consummated, constitute a Superior Proposal (as hereinafter defined), and (y) such action is necessary for the Company Board to comply with its duties to the Company's stockholders under applicable Law, (B) the Special Committee, after consultation with and having considered the written advice of its legal counsel, determines in good faith that such Acquisition Proposal would, if consummated, be fair to and in the best interests of the holders of the Company's Stock and (C) prior to taking such action, the Company receives from such person an executed confidentiality agreement in reasonably customary form. In addition, either of the Special Committee or the Board of Directors shall be permitted to withdraw, modify or propose to withdraw or modify its recommendation of the Merger if its fiduciary duties requirethis Agreement. (b) For purposes use commercially reasonable efforts to solicit proxies in favour of the approval of the Resolution and against any resolution submitted by any Person that is inconsistent with or seeks (without Canopy’s consent) to hinder or delay the Arrangement and the completion of the transactions contemplated by this Agreement, a "Superior Proposal" means any bona fide Acquisition Proposal not directly or indirectly initiated or solicited by the Stockholders or including, at the Company’s discretion or if so requested by ▇▇▇▇▇▇, or encouraged or facilitated by acting reasonably, and at Canopy’s sole expense, using the Stockholders which services of dealers and proxy solicitation services, consulting with Canopy in the Company Board selection and retainer of Directors determines in its good faith judgment (after having received the advice of an investment banker)any such proxy solicitation agent and reasonably considering Canopy’s recommendation with respect to any such agent, taking into account all legal, financial, regulatory and other aspects of the proposal and the person making the proposal, (i) wouldpermit the Purchaser and Canopy to assist and participate in all meetings (whether conducted telephonically or otherwise) with such proxy solicitation agent, if consummated, result in a transaction that is more favorable to the Company's stockholders (in their capacity as stockholders), from a financial point of view, than the Merger and (ii) is reasonably capable of being completedprovide Canopy with all information distributions or updates from the proxy solicitation agent, (iii) consult with, and consider any suggestions from, ▇▇▇▇▇▇ with regards to the proxy solicitation agent, and (iv) consult with ▇▇▇▇▇▇ and keep Canopy apprised, with respect to such solicitation and other actions; (c) For purposes provide Canopy with copies of this Agreementdocuments, an "Acquisition Proposal" means an inquiryor access to information regarding, offer the Meeting generated by any transfer agent, dealer or proposal regarding any proxy solicitation services firm retained by the Company, as reasonably requested in writing from time to time by Canopy; (d) consult with Canopy in fixing the record date for the Meeting and the date of the following Meeting, give notice to the Purchaser and Canopy of the Meeting and allow the representatives and legal counsel of the Purchaser and Canopy to attend the Meeting; (other than e) promptly advise Canopy, at such times as Canopy may reasonably request in writing and at least on a daily basis on each of the Mergerlast ten Business Days prior to the date of the Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Resolution; (f) promptly advise Canopy of any written communication from any Person in opposition to the Arrangement, written notice of dissent, purported exercise or withdrawal of Dissent Rights, and provide Canopy with a reasonable opportunity to review and comment upon any written communications sent by or on behalf of the Company to any such Person and to participate in any discussions, negotiations or proceedings involving any such Person; (g) not make any payment or settlement offer, or agree to any payment or settlement prior to the Company: Effective Time with respect to any claims regarding the Arrangement or Dissent Rights without the prior written consent of Canopy; (h) not change the record date for the Company Floating Shareholders entitled to vote at the Meeting in connection with any adjournment or postponement of the Meeting, unless required by Law or with the consent of Canopy; and (i) any mergerat the reasonable written request of Canopy from time to time, consolidationprovide Canopy with a list (in either written or electronic form) of (i) the registered Company Floating Shareholders, share exchangetogether with their addresses and respective holdings of Company Floating Shares, recapitalization, business combination or other similar transaction; (ii) any salethe names, lease, exchange, mortgage, pledge, transfer or other disposition addresses and holdings of all or substantially all Persons on the assets registers of the Company having rights issued by the Company to acquire Company Floating Shares (including holders of Company Floating Options, Company Floating Warrants and its subsidiariesCompany Floating Share Units), taken as a whole, in a single transaction or series of related transactions; and (iii) any tender offer or exchange offer for fifty percent (50%) or more participants and book-based nominee registrants such as CDS & Co., and non- objecting beneficial owners of the outstanding shares Company Floating Shares, together with their addresses and respective holdings of Class A Stock or Class B Stock or the filing of a registration statement under the Securities Act in connection therewith; or (iv) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoingCompany Floating Shares.

The Meeting. The Company shall take all steps necessary, in accordance with the Current Certificate as will be amended by the Certificate of Designations and the Company's bylaws, the DGCL and Section 14(a) of the Exchange Act and the rules and regulations of the SEC promulgated thereunder, to call, set a record date for, give notice of, convene, hold and conduct a Meeting, to occur on or before July 31, 2001, at which (i) a proposal to adopt the Restated Certificate will be considered and acted upon, (ii) any proposal necessary to permit the Conversion to be effected and the shares issued in the Conversion (and any shares of capital stock issuable upon conversion of such shares) to be authorized for quotation or listing on the NASDAQ Stock Market or any other national securities exchange on which the common stock of the Company is then quoted or listed and, (iii) subject to Section 1.3, for such other purposes as are necessary or advisable to carry into effect the purpose and intent of this Agreement and any other proper purposes for which such Meeting may be called. The Board and the Special Committee shall (a) The Company shall call a special meeting take all steps necessary to determine the advisability of adopting the Restated Certificate and, if the provisions of Section 3.5 are applicable, the General Amendments, and to present to the stockholders of the Company's shareholders Company (i) the proposal to adopt the Restated Certificate, (ii) any proposal necessary to permit the Conversion to be effected and the shares issued in the Conversion (and any shares of capital stock issuable upon conversion of such shares) to be authorized for quotation or listing on the NASDAQ Stock Market or any other national securities exchange on which the common stock of the Company is then quoted or listed, (iii) any proposal to amend the Current Certificate as soon as reasonably practicable for will be amended by the Certificate of Designations by adoption of an amendment thereto incorporating the General Amendments if the Restated Certificate is not adopted at the First Meeting and the provisions of Section 3.5 are therefore applicable and, (iv) subject to Section 1.3, any other proposal which is necessary or advisable to carry into effect the purpose and intent of obtaining approval this Agreement to be submitted to the stockholders of the Merger by the affirmative vote of a majority of the outstanding shares Company at such Meeting for their consideration and action and (the "Stockholder Approval"b) and use its all reasonable best efforts to obtain the Stockholder Approvalapproving vote of the stockholders of the Company for (i) the adoption of the Restated Certificate, including (ii) any proposal necessary to permit the use Conversion to be effected and the shares issued in the Conversion (and any shares of a proxy statement in capital stock issuable upon conversion of such shares) to be authorized for quotation or listing on the NASDAQ Stock Market or any other national securities exchange on which the common stock of the Company is then quoted or listed, (iii) any proposal to amend the Current Certificate as will be amended by the Certificate of Designations by adoption of an amendment thereto incorporating the General Amendments if the Restated Certificate is not adopted at the First Meeting and the provisions of Section 3.5 are therefore applicable and, (iv) subject to Section 1.3, any other proposal the approval of which is necessary or advisable to carry into effect the purpose and intent of this Agreement. The Company represents and warrants that the Board of Directors and the Special Committee recommend to the holders of Class A Stock and the holders of Class B Stock to vote for the approval have determined that adoption of the Merger; provided, however, that the Board of Directors shall not be required to call, or to hold, such meeting, nor shall the Stockholders be required to vote for the Merger, and the Board of Directors or the Special Committee shall be permitted to enter into discussions or negotiations with, any person that previously has made an unsolicited bona fide written Acquisition Proposal (as defined below) if, and only to the extent that, (A) the Company Board, after consultation with and having considered the written advice of its legal counsel, determines in good faith that (x) such Acquisition Proposal would, if consummated, constitute a Superior Proposal (as hereinafter defined), and (y) such action Restated Certificate is necessary for the Company Board to comply with its duties to the Company's stockholders under applicable Law, (B) the Special Committee, after consultation with and having considered the written advice of its legal counsel, determines in good faith that such Acquisition Proposal would, if consummated, be fair to advisable and in the best interests of the holders interest of the Company's Stock and (C) prior , have directed that a proposal to taking such action, adopt the Company receives from such person an executed confidentiality agreement in reasonably customary form. In addition, either of the Special Committee or the Board of Directors shall Restated Certificate be permitted to withdraw, modify or propose to withdraw or modify its recommendation of the Merger if its fiduciary duties require. (b) For purposes of this Agreement, a "Superior Proposal" means any bona fide Acquisition Proposal not directly or indirectly initiated or solicited by the Stockholders or the Company, or encouraged or facilitated by the Stockholders which the Company Board of Directors determines in its good faith judgment (after having received the advice of an investment banker), taking into account all legal, financial, regulatory and other aspects of the proposal and the person making the proposal, (i) would, if consummated, result in a transaction that is more favorable presented to the Company's stockholders (in their capacity as stockholders), from a financial point of view, than the Merger and (ii) is reasonably capable of being completed; (c) For purposes of this Agreement, an "Acquisition Proposal" means an inquiry, offer or proposal regarding any of the following (other than the Merger) involving the Company: (i) any merger, consolidation, share exchange, recapitalization, business combination or other similar transaction; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of all or substantially all the assets of the Company for their consideration and its subsidiariesapproval, taken as a whole, in a single transaction or series of related transactions; (iii) any tender offer or exchange offer for fifty percent (50%) or more and have recommended that the stockholders of the outstanding shares of Class A Stock or Class B Stock or the filing of a registration statement under the Securities Act in connection therewith; or (iv) any public announcement of Company approve such a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing.

The Meeting. Subject to the terms and conditions of this Agreement: (a1) The Company shall call a special meeting of convene and conduct the Meeting in accordance with the Interim Order, the Company's shareholders ’s articles and bylaws, and applicable Laws as soon as reasonably practicable (provided that the Company shall use commercially reasonable best efforts to convene the Meeting prior to May 31, 2019) and in any event no later than June 30, 2019 for the purpose of obtaining approval considering the Arrangement Resolution. Except as except as required by applicable Law, or with the prior written consent of Purchaser, no other matter of business shall be considered at the Meeting; provided that, if Company is required by applicable Law to transact any other item of business at the Meeting, Company shall cause the Arrangement Resolution to be considered and voted upon before any other item of business to be transacted at the Meeting. (2) Company shall, in consultation with Purchaser, (a) fix a record date for the purposes of determining the Company Shareholders entitled to receive notice of and to vote at the Meeting in accordance with the Interim Order, Company’s articles and bylaws, and applicable Laws, and (b) fix the date for the Meeting. (3) Except as required for quorum purposes or otherwise permitted or required under Section 7.1 or Section 7.2(10), this Agreement and the Interim Order, Company shall not adjourn, postpone or cancel (or propose or permit the adjournment, postponement or cancellation of) the Meeting, without the prior written consent of the Merger by the affirmative vote of a majority Purchaser; (4) Company shall give notice to Purchaser of the outstanding shares Meeting and allow Representatives of Purchaser to attend at the Meeting. (the "Stockholder Approval"5) and use its reasonable best efforts to obtain the Stockholder Approval, including the use Company shall (a) solicit proxies in favour of a proxy statement in which the Board of Directors and the Special Committee recommend to the holders of Class A Stock and the holders of Class B Stock to vote for the approval of the MergerArrangement Resolution and against any resolution submitted by any Person that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, including retaining the services of soliciting dealers or proxy solicitation services, acceptable to Purchaser, acting reasonably, if requested to do so in writing by Purchaser, and shall allow Purchaser to assist Company in such solicitation, and take all other actions that are reasonably necessary or desirable to seek the approval of the Arrangement by the Company Shareholders, and (b) subject to Section 7.2, recommend to Company Shareholders that they vote in favour of the Arrangement Resolution and the completion of any other transaction contemplated by this Agreement. Purchaser shall assist Company in any solicitation contemplated in this Section 2.3(5); provided, however, that Company shall have no such obligations in the Board case of Directors (a) and (b) where there has been a material breach by the Purchaser of the Agreement which has not been cured or a Material Adverse Change in respect of the Purchaser. (6) Company shall provide Purchaser with copies of, or access to, all information regarding the Meeting generated by any dealer or proxy solicitation services firm in the possession or control of Company or available to Company upon request, as may be reasonably requested from time to time by the Purchaser. (7) Company shall promptly advise Purchaser of any material communication (written or oral) from or claims brought by (or threatened to be brought by) any Person in opposition to the Contemplated Transactions or the Arrangement Resolution and, without limiting the foregoing, of any notice of dissent or purported exercise by any Company Shareholder of Dissent Rights received by Company in relation to the Arrangement Resolution and any withdrawal of Dissent Rights received by Company and, subject to applicable Laws, any written communications sent by or on behalf of Company to any Company Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution. (8) Company shall not be required to callmake any payment or settlement offer, or agree to holdany such settlement, prior to the Effective Time with respect to any such meetingnotice of dissent or purported exercise of Dissent Rights unless Purchaser shall have given its prior written consent to such payment, nor shall the Stockholders be required to vote for the Mergersettlement offer or settlement, as applicable. (9) Company will advise Purchaser as Purchaser may reasonably request, and at least on a daily basis on each of the Board of Directors or the Special Committee shall be permitted to enter into discussions or negotiations with, any person that previously has made an unsolicited bona fide written Acquisition Proposal (as defined below) if, and only last ten business days prior to the extent thatdate of the Meeting, as to the aggregate tally of the proxies received by Company in respect of the Arrangement Resolution. (A10) At the request of Purchaser, Company Board, shall adjourn or postpone the Meeting to a date specified by Purchaser that is not later than 15 business days after consultation with the date on which the Meeting was originally scheduled and having considered in any event to a date that is not later than five business days prior to the written advice Outside Date. (11) Notwithstanding the receipt by Company of its legal counsel, determines in good faith that (x) such Acquisition Proposal would, if consummated, constitute a Superior Proposal in accordance with Section 7.2, unless otherwise agreed to in writing by Purchaser, Company shall continue to take all reasonable steps necessary to hold the Meeting and to cause the Arrangement to be voted on at the Meeting and not propose to adjourn or postpone the Meeting, other than (a) as hereinafter definedcontemplated by Section 2.3(3), (b) where there has been a material breach by Purchaser of the Agreement which has not been cured or a Material Adverse Change in respect of Purchaser or (c) where this Agreement has been terminated by the Company pursuant to Section 8.2(1)(d)(ii) or Section 8.2(1)(d)(iii), as applicable. (12) Company agrees not to change the record date for the Company Shareholders entitled to receive notice of and to vote at the Meeting in connection with any adjournment or postponement of the Meeting unless required by Law. (13) At the reasonable request of Purchaser from time to time, Company shall provide Purchaser with a list (in both written and electronic form) of (i) registered Company Shareholders, together with their addresses and respective holdings of Company Shares, and any geographical reports prepared by the Company’s transfer agent, or otherwise in possession of the Company; (ii) the names, addresses and holdings of all Persons having rights issued by Company or its Subsidiaries to acquire Company Shares (including the Convertible Securities), and (yiii) participants and book-based nominee registrants such action is necessary for as CDS & Co., CEDE & Co. and DTC, and non-objecting beneficial owners of Company Shares, together with their addresses and respective holdings of Company Shares. Company shall from time to time require that its registrar and transfer agent furnish Purchaser with such additional information, including updated or additional lists of Company Shareholders, and lists of securities positions and other assistance as Purchaser may reasonably request in order to be able to communicate with respect to the Arrangement with the Company Board Shareholders and with such other Persons as are entitled to comply with its duties to vote on the Company's stockholders under applicable Law, (B) the Special Committee, after consultation with and having considered the written advice of its legal counsel, determines in good faith that such Acquisition Proposal would, if consummated, be fair to and in the best interests of the holders of the Company's Stock and (C) prior to taking such action, the Company receives from such person an executed confidentiality agreement in reasonably customary form. In addition, either of the Special Committee or the Board of Directors shall be permitted to withdraw, modify or propose to withdraw or modify its recommendation of the Merger if its fiduciary duties requireArrangement Resolution. (b) For purposes of this Agreement, a "Superior Proposal" means any bona fide Acquisition Proposal not directly or indirectly initiated or solicited by the Stockholders or the Company, or encouraged or facilitated by the Stockholders which the Company Board of Directors determines in its good faith judgment (after having received the advice of an investment banker), taking into account all legal, financial, regulatory and other aspects of the proposal and the person making the proposal, (i) would, if consummated, result in a transaction that is more favorable to the Company's stockholders (in their capacity as stockholders), from a financial point of view, than the Merger and (ii) is reasonably capable of being completed; (c) For purposes of this Agreement, an "Acquisition Proposal" means an inquiry, offer or proposal regarding any of the following (other than the Merger) involving the Company: (i) any merger, consolidation, share exchange, recapitalization, business combination or other similar transaction; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of all or substantially all the assets of the Company and its subsidiaries, taken as a whole, in a single transaction or series of related transactions; (iii) any tender offer or exchange offer for fifty percent (50%) or more of the outstanding shares of Class A Stock or Class B Stock or the filing of a registration statement under the Securities Act in connection therewith; or (iv) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing.

The Meeting. (a) The Company shall call ORDER that the Applicant may convene, hold and conduct a special meeting of Shareholders (the Company's shareholders “Meeting”) to be held as soon a virtual-only meeting conducted by live videoconference on September 12, 2023, commencing at 11:00 am (Montréal time), at which time the Shareholders will be asked, among other things, to consider and, if thought appropriate, to pass, with or without variation, a special resolution approving the arrangement (the “Arrangement Resolution”) substantially in the form set forth in Appendix B of the Circular to, among other things, authorize, approve and adopt the Arrangement, and to transact such other business as reasonably practicable may properly come before the Meeting, or any postponement or adjournment thereof, the whole in accordance with the notice of the Meeting, terms, restrictions and conditions of the articles and by-laws of the Applicant, the QBCA, the Interim Order, and the rulings and directions of the chair of the Meeting, provided that to the extent there is any inconsistency between the Interim Order and the terms, restrictions and conditions of the articles and by-laws of the Applicant or the QBCA, the Interim Order shall prevail; [8] ORDER that the only persons entitled to attend, be heard or vote at the Meeting (as it may be adjourned or postponed) shall be the registered Shareholders as at close of business (Montréal time) on August 8, 2023 (the “Record Date”), their proxyholders, and the directors and advisors of the Applicant and of the Purchaser, provided however that such other persons having the permission of the Chair of the Meeting shall also be entitled to attend and be heard at the Meeting; [9] ORDER that for the purpose of obtaining approval the vote on the Arrangement Resolution, or any other vote taken by ballot at the Meeting, any spoiled ballots, illegible ballots and defective ballots shall be deemed not to be votes cast by Shareholders and further ORDER that proxies that are properly signed and dated but which do not contain voting instructions shall be voted for the Arrangement Resolution; [10] ORDER that the Applicant, subject to compliance with the terms of the Merger Arrangement Agreement, if it deems it advisable, be authorized to adjourn or postpone the Meeting on one or more occasions (whether or not a quorum is present), without the necessity of first convening the Meeting or first obtaining any vote of Shareholders respecting the adjournment or postponement; further ORDER that notice of any such adjournment or postponement shall be given on the Applicant’s website (▇▇▇▇▇://▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/), by press release, newspaper advertisement or by mail, as determined to be the most appropriate method of communication by the Applicant’s Board of Directors (the “Board of Directors”); further ORDER that any adjournment or postponement of the Meeting will not change the Record Date for Shareholders entitled to notice of, and to vote at, the Meeting and further ORDER that any subsequent reconvening of the Meeting, all proxies will be voted in the same manner as the proxies would have been voted at the original convening of the Meeting, except for any proxies that have been effectively revoked or withdrawn prior to the subsequent reconvening of the Meeting; [17] ORDER that, to be effective, the Arrangement Resolution, with or without variation, must be approved by the affirmative vote of: (i) not less than 66 2/3% of the votes cast on the Arrangement Resolution by the Shareholders present virtually or represented by proxy at the Meeting; and (ii) a simple majority of the outstanding shares (votes cast on the "Stockholder Approval") Arrangement Resolution by Shareholders present virtually or represented by proxy at the Meeting, excluding for this purpose any person required to be excluded pursuant to MI 61-101; and use its reasonable best efforts further ORDER that such vote shall be sufficient to obtain authorize and direct the Stockholder Approval, including Applicant to do all such acts and things as may be necessary or desirable to give effect to the use of a proxy statement in which the Board of Directors Arrangement and the Special Committee recommend Plan of Arrangement on a basis consistent with what has been disclosed to the holders of Class A Stock and Shareholders in the holders of Class B Stock to vote for the approval of the Merger; provided, however, that the Board of Directors shall not be required to call, or to hold, such meeting, nor shall the Stockholders be required to vote for the Merger, and the Board of Directors or the Special Committee shall be permitted to enter into discussions or negotiations with, any person that previously has made an unsolicited bona fide written Acquisition Proposal Notice Materials (as defined below) if, and only to the extent that, (A) the Company Board, after consultation with and having considered the written advice of its legal counsel, determines in good faith that (x) such Acquisition Proposal would, if consummated, constitute a Superior Proposal (as hereinafter defined), and (y) such action is necessary for the Company Board to comply with its duties to the Company's stockholders under applicable Law, (B) the Special Committee, after consultation with and having considered the written advice of its legal counsel, determines in good faith that such Acquisition Proposal would, if consummated, be fair to and in the best interests of the holders of the Company's Stock and (C) prior to taking such action, the Company receives from such person an executed confidentiality agreement in reasonably customary form. In addition, either of the Special Committee or the Board of Directors shall be permitted to withdraw, modify or propose to withdraw or modify its recommendation of the Merger if its fiduciary duties require. (b) For purposes of this Agreement, a "Superior Proposal" means any bona fide Acquisition Proposal not directly or indirectly initiated or solicited by the Stockholders or the Company, or encouraged or facilitated by the Stockholders which the Company Board of Directors determines in its good faith judgment (after having received the advice of an investment banker), taking into account all legal, financial, regulatory and other aspects of the proposal and the person making the proposal, (i) would, if consummated, result in a transaction that is more favorable to the Company's stockholders (in their capacity as stockholders), from a financial point of view, than the Merger and (ii) is reasonably capable of being completed; (c) For purposes of this Agreement, an "Acquisition Proposal" means an inquiry, offer or proposal regarding any of the following (other than the Merger) involving the Company: (i) any merger, consolidation, share exchange, recapitalization, business combination or other similar transaction; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of all or substantially all the assets of the Company and its subsidiaries, taken as a whole, in a single transaction or series of related transactions; (iii) any tender offer or exchange offer for fifty percent (50%) or more of the outstanding shares of Class A Stock or Class B Stock or the filing of a registration statement under the Securities Act in connection therewith; or (iv) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing.