Common use of Usual Business Clause in Contracts

Usual Business. Other than in contemplation of, or as required to give effect to the Transaction (including to give effect to the SpinCo Transaction) or the acquisition by MPX of Spartan Wellness Corporation or the exercise of the option to acquire the property located at 000 Xxxxxxxxxx Xxxxx, Xxxxxxxxxxxx, Xxxxxxx, X0X 0X0, MPX shall, and shall cause the MPX Subsidiaries to, until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, use commercially reasonable efforts to maintain and preserve MPX’s and MPX Subsidiaries’ business organization, properties, employees, goodwill and business relationships with customers, suppliers, partners and other Persons with which MPX or any of MPX Subsidiaries have material business relations, and shall not, and shall cause its Subsidiaries not to, except: (A) with the prior written consent of iAnthus, such consent not to be unreasonably withheld, delayed or conditioned; (B) as required or permitted by this Agreement or the Plan of Arrangement or as otherwise set forth in the MPX Disclosure Letter; (C) as required by Law, directly or indirectly: (i) split, combine, reclassify or amend the terms of the MPX Shares; (ii) other than to effect the name change of 8423695 Canada Inc., amend or propose to amend the articles, notice of articles, by-laws or other constating documents or their equivalent of MPX or any of the MPX Subsidiaries,; (iii) reduce its stated capital or declare, set aside or pay any dividend (whether in cash, securities or property or any combination thereof) in respect of any MPX Shares; (iv) redeem, purchase or otherwise acquire or offer to redeem, purchase or otherwise acquire any MPX Shares, other than redemptions or repurchases of MPX Shares in connection with the administration of equity or employee incentive plans; (v) issue, sell, grant, pledge, lease, dispose of, encumber or create any Encumbrance on or agree to do so, or permit any of the MPX Subsidiaries to issue, sell, grant, pledge, lease, dispose of, encumber or create any Encumbrance on or agree to do so, any shares or other securities of, or any options, warrants, calls, conversion privileges or rights of any kind to acquire any shares of, MPX or any of the MPX Subsidiaries, other than the issue of MPX Shares in accordance with the MPX Options, MPX Warrants, MPX Convertible Debentures and MPX Convertible Loans issued and outstanding in accordance with their terms; (vi) other than pursuant to obligations or rights under existing contracts, agreements and commitments (to the extent such rights have been exercised or initiated by other Persons) or sales of goods in the ordinary course of business, sell, lease, encumber or otherwise dispose of, or permit any of the MPX Subsidiaries to sell, lease, encumber or otherwise dispose of, any property or assets having a cost, on a per transaction or series of related transactions basis, in excess of $nil; (vii) adopt, or permit any of the MPX Subsidiaries to adopt, any resolutions or enter into any agreement providing for the amalgamation, merger, consolidation, reorganization, liquidation, dissolution or any other extraordinary transaction in respect of itself, or adopt any plan of liquidation; (viii) acquire for the benefit of MPX, and not SpinCo (by merger, consolidation, acquisition of stock or assets or otherwise), or extend or exercise any option to acquire, directly or indirectly, in one transaction or in a series of related transactions, assets, securities, properties, interests or businesses having a cost, on a per transaction or series of related transactions basis, in excess of $750,000 and subject to a maximum of $1,250,000 for all such transactions; (ix) incur any indebtedness for borrowed money or any other material liability or obligation or issue any debt securities or assume, guarantee, endorse or otherwise as an accommodation become responsible for, the obligations of any other Person, or make any loans or advances, in each case in excess of $100,000 on a per transaction or a series of transaction related basis, except intercompany guarantees and inter-company loans and advances; (x) enter into, or cause any MPX Subsidiaries to enter into, new material commitments of a capital expenditure nature or incur any new material contingent liabilities that has not been approved by the MPX Board as of the date of this Agreement; (xi) commence, waive, release, assign, settle or compromise any litigation, proceedings or governmental investigations in excess of an amount of $100,000 in the aggregate or which would reasonably be expected to impede, prevent or delay the consummation of the Transaction; (xii) cancel, waive, release, assign, settle or compromise any material claims or rights; (xiii) abandon or fail to diligently pursue any application for any material licenses, permits, authorizations or registrations; (xiv) enter into any interest rate, currency or commodity swaps, xxxxxx, caps, collars, forward sales or other similar financial instruments other than in the ordinary course of business and not for speculative purposes; (xv) enter into or amend any financial or other material agreements with its principal shareholders or their respective affiliates; (xvi) except in accordance with the terms of the MPX Benefit Plans or Contracts of MPX in effect on the date of this Agreement, (i) create, enter into or increase any severance, change of control or termination pay to (or amend any existing arrangement in respect thereof with) any employee, director or officer of MPX or any of its Subsidiaries; (ii) change the benefits payable under any employment agreements with any employee, director or executive officer of MPX or any of its Subsidiaries; (iii) enter into any employment, deferred compensation or other similar agreement (or amend any such existing agreement) with any director or officer of MPX or any of its Subsidiaries; or (iv) change compensation, bonus levels or other benefits payable to any employee, director or officer of MPX or any of its Subsidiaries; (xvii) adopt or amend or make any material contribution to the MPX Stock Option Plan or any other bonus, profit sharing, retention, option, deferred compensation, incentive compensation, other compensation or other similar plan, agreement, trust, fund or arrangements for the benefit of employees, except as is necessary to comply with applicable Laws or the terms of such plans, programs, arrangements or agreements where the failure to so comply would result in a material breach of such plans, programs, arrangements or agreements; (xviii) except as required by IFRS or any other generally accepted accounting principle to which any of the MPX Subsidiaries may be subject, or any applicable Laws, make any changes to the existing accounting policies of MPX or any of the MPX Subsidiaries; or (xix) announce an intention, enter into any agreement or otherwise make a commitment to do any of the things prohibited by any of the foregoing subsections.

Usual Business. Other than in contemplation of, or as required to give effect to the Transaction (including to give effect to the SpinCo Transaction) or the acquisition by MPX of Spartan Wellness Corporation or the exercise of the option to acquire the property located at 000 Xxxxxxxxxx Xxxxx, Xxxxxxxxxxxx, Xxxxxxx, X0X 0X0, MPX iAnthus shall, and shall cause the MPX iAnthus Subsidiaries to, until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, use commercially reasonable efforts to maintain and preserve MPX’s iAnthus’ and MPX the iAnthus Subsidiaries’ business organization, properties, employees, goodwill and business relationships with customers, suppliers, partners and other Persons with which MPX or any of MPX Subsidiaries have material business relations, and iAnthus shall not, and shall cause its Subsidiaries not todirectly or indirectly, except: (A) with do or permit to occur any of the following without the prior written consent of iAnthusMPX, such consent not to be unreasonably withheld, delayed withheld or conditioned; (B) as required or permitted by this Agreement or the Plan of Arrangement or as otherwise set forth in the MPX Disclosure Letter; (C) as required by Law, directly or indirectlydelayed: (i) split, combine, reclassify amend its articles or amend by laws or the terms of its shares in a manner that could have a material adverse effect on the MPX Sharesmarket price or value of the iAnthus Shares to be issued pursuant to the Arrangement; (ii) other than to effect the name change of 8423695 Canada Inc.split, amend consolidate or propose to amend the articles, notice of articles, by-laws or other constating documents or their equivalent of MPX or reclassify any of the MPX Subsidiaries,its shares nor undertake any other capital reorganization; (iii) reduce its stated capital or declare, set aside or pay any dividend (whether in cash, securities or property or any combination thereof) in respect of any MPX Sharesits shares; (iv) redeem, purchase or otherwise acquire or offer to redeem, purchase or otherwise acquire any MPX iAnthus Shares, other than redemptions or repurchases of MPX iAnthus Shares in connection with the administration of equity or employee incentive plans; (v) issue, sell, grant, pledge, lease, dispose of, encumber or create any Encumbrance on or agree to do so, or permit any of the MPX iAnthus Subsidiaries to issue, sell, grant, pledge, lease, dispose of, encumber or create any Encumbrance on or agree to do so, any shares or other securities of, or any options, warrants, calls, conversion privileges or rights of any kind to acquire any shares of, MPX iAnthus or any of the MPX iAnthus Subsidiaries, other than the issue of MPX iAnthus Shares in accordance with the MPX Options, MPX Warrants, MPX Convertible Debentures and MPX Convertible Loans issued and outstanding any iAnthus convertible securities in accordance with their terms; (vi) other than pursuant to obligations or rights under existing contracts, agreements and commitments (to the extent such rights have been exercised or initiated by other Persons) or sales of goods in the ordinary course of business, sell, lease, encumber or otherwise dispose of, or permit any of the MPX iAnthus Subsidiaries to sell, lease, encumber or otherwise dispose of, any property or assets having a cost, on a per transaction or series of related transactions basis, in excess of $nil25,000,000 and subject to a maximum of $50,000,000 for all such transactions; (vii) adopt, or permit any of the MPX iAnthus Subsidiaries to adopt, any resolutions or enter into any agreement providing for the amalgamation, merger, consolidation, reorganization, liquidation, dissolution or any other extraordinary transaction in respect of itself, or adopt any plan of liquidation; (viii) acquire for the benefit of MPX, and not SpinCo (by merger, consolidation, acquisition of stock or assets or otherwise), or extend or exercise any option to acquire, directly or indirectly, in one transaction or in a series of related transactions, assets, securities, properties, interests or businesses (each an “iAnthus Acquisition Transaction") having a cost, on a per transaction for one such transaction, or series of related transactions basisfor all such transactions, in excess of $750,000 and subject to a maximum 100,000,000 of $1,250,000 for all the market capital of iAnthus Shares listed on the CSE calculated as of October 17, 2018, provided, that no such transactionsiAnthus Acquisition Transaction shall require approval of the shareholders of iAnthus; (ix) incur any indebtedness of an amount greater than $50,000,000 for borrowed money or any other material liability or obligation or issue any debt securities or assume, guarantee, endorse or otherwise as an accommodation become responsible for, the obligations of any other Person, or make any loans or advancesadvances (each an “iAnthus Loan Transaction”), in each case in excess of $100,000 50,000,000 on a per transaction or a series of transaction related basis, except intercompany guarantees and inter-company loans and advances. Notwithstanding the foregoing, nothing in this Section 4.1(d)(ix) shall restrict the ability of iAnthus or any iAnthus Subsidiaries to enter into any iAnthus Loan Transaction in respect of any iAnthus Acquisition Transactions; (x) enter into, or cause any MPX iAnthus Subsidiaries to enter into, new material commitments of a capital expenditure nature or incur any new material contingent liabilities (each an “iAnthus Capex Transaction”) in excess of $10,000,000 on a per transaction or a series of related transactions basis and subject to a maximum of $50,000,000 for all such expenditures and liabilities. Notwithstanding the foregoing, nothing in this Section 4.1(d)(x) will restrict the ability of iAnthus or any iAnthus Subsidiaries to enter into any iAnthus Capex Transaction in respect of: (a) any expansion or improvement of existing production facilities; and (b) the development of any facilities that are not yet in operation but information in respect of which has not been approved by the MPX Board as of publicly disclosed prior to the date of this Agreement; (xi) commence, waive, release, assign, settle or compromise any litigation, proceedings or governmental investigations in excess of an amount of $100,000 500,000 in the aggregate or which would reasonably be expected to impede, prevent or delay the consummation of the Transaction; (xii) cancel, waive, release, assign, settle or compromise any material claims or rights; (xiii) abandon or fail to diligently pursue any application for any material licenses, permits, authorizations or registrations; (xiv) enter into any interest rate, currency or commodity swaps, xxxxxx, caps, collars, forward sales or other similar financial instruments other than in the ordinary course of business and not for speculative purposes; (xv) enter into or amend any financial or other material agreements with its principal shareholders or its directors or officers or their respective affiliates; (xvi) except in accordance with the terms of the MPX Benefit Plans or Contracts of MPX in effect on the date of this Agreement, (i) create, enter into or increase any severance, change of control or termination pay to (or amend any existing arrangement in respect thereof with) any employee, director or officer of MPX or any of its Subsidiaries; (ii) change the benefits payable under any employment agreements with any employee, director or executive officer of MPX or any of its Subsidiaries; (iii) enter into any employment, deferred compensation or other similar agreement (or amend any such existing agreement) with any director or officer of MPX or any of its Subsidiaries; or (iv) change compensation, bonus levels or other benefits payable to any employee, director or officer of MPX or any of its Subsidiaries; (xvii) adopt or amend or make any material contribution to the MPX Stock Option Plan any iAnthus equity incentive plan, or any other bonus, profit sharing, retention, option, deferred compensation, incentive compensation, other compensation or other similar plan, agreement, trust, fund or arrangements for the benefit of employees, except as is necessary to comply with applicable Laws or the terms of such plans, programs, arrangements or agreements where the failure to so comply would result in a material breach of such plans, programs, arrangements or agreements; (xviiixvii) except as required by IFRS or any other generally accepted accounting principle to which any of the MPX iAnthus Subsidiaries may be subject, or any applicable Laws, make any changes to the existing accounting policies of MPX iAnthus or any of the MPX iAnthus Subsidiaries; or (xixxviii) announce an intention, enter into any agreement or otherwise make a commitment to do any of the things prohibited by any of the foregoing subsections.

Usual Business. Other than in contemplation of, or as required to give effect to the Transaction (including to give effect to the SpinCo Transaction) or the acquisition by MPX of Spartan Wellness Corporation or the exercise of the option to acquire the property located at 000 Xxxxxxxxxx Xxxxx, Xxxxxxxxxxxx, Xxxxxxx, X0X 0X0, MPX Anandia shall, and shall cause the MPX Anandia Subsidiaries to, until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, use commercially reasonable efforts to maintain and preserve MPXAnandia’s and MPX Anandia Subsidiaries’ business organization, properties, employees, goodwill and business relationships with customers, suppliers, partners and other Persons with which MPX Anandia or any of MPX Anandia Subsidiaries have material business relations, and shall not, and shall cause its Subsidiaries not to, except: (A) with the prior written consent of iAnthusAurora, such consent not to be unreasonably withheld, delayed or conditioned; (B) as required or permitted by this Agreement or the Plan of Arrangement or as otherwise set forth in the MPX Disclosure LetterAgreement; (C) as required by Law; or (D) as contemplated by the Anandia Disclosure Letter, directly or indirectly: (i) split, combine, reclassify or amend the terms of the MPX Anandia Shares; (ii) other than to effect the name change of 8423695 Canada Inc., amend or propose to amend the articles, notice of articles, by-laws or other constating documents or their equivalent of MPX Anandia or any of the MPX Anandia Subsidiaries,; (iii) reduce its stated capital or declare, set aside or pay any dividend (whether in cash, securities or property or any combination thereof) in respect of any MPX Anandia Shares; (iv) redeem, purchase or otherwise acquire or offer to redeem, purchase or otherwise acquire any MPX Anandia Shares, other than redemptions or repurchases of MPX Anandia Shares in connection with the administration of equity or employee incentive plans; (v) issue, sell, grant, pledge, lease, dispose of, encumber or create any Encumbrance on or agree to do so, or permit any of the MPX Anandia Subsidiaries to issue, sell, grant, pledge, lease, dispose of, encumber or create any Encumbrance on or agree to do so, any shares or other securities of, or any options, warrants, calls, conversion privileges or rights of any kind to acquire any shares of, MPX Anandia or any of the MPX Anandia Subsidiaries, other than the issue of MPX Anandia Shares in accordance with the MPX Options, MPX Warrants, MPX Convertible Debentures Anandia Options and MPX Convertible Loans Anandia Warrants issued and outstanding in accordance with their termsterms or in accordance with the Transaction; (vi) other than pursuant to obligations or rights under existing contracts, agreements and commitments (to the extent such rights have been exercised or initiated by other Persons) or sales of goods in the ordinary course of business, sell, lease, encumber or otherwise dispose of, or permit any of the MPX Anandia Subsidiaries to sell, lease, encumber or otherwise dispose of, any property or assets having a cost, on a per transaction or series of related transactions basis, in excess of $nil50,000 and subject to a maximum of $250,000 for all such transactions;, (vii) adopt, or permit any of the MPX Anandia Subsidiaries to adopt, any resolutions or enter into any agreement providing for the amalgamation, merger, consolidation, reorganization, liquidation, dissolution or any other extraordinary transaction in respect of itself, or adopt any plan of liquidation; (viii) acquire for the benefit of MPX, and not SpinCo (by merger, consolidation, acquisition of stock or assets or otherwise), or extend or exercise any option to acquire, directly or indirectly, in one transaction or in a series of related transactions, assets, securities, properties, interests or businesses having a cost, on a per transaction or series of related transactions basis, in excess of $750,000 250,000 and subject to a maximum of $1,250,000 1,000,000 for all such transactions; (ix) incur any indebtedness for borrowed money or any other material liability or obligation or issue any debt securities or assume, guarantee, endorse or otherwise as an accommodation become responsible for, the obligations of any other Person, or make any loans or advances, in each case in excess of $100,000 250,000 on a per transaction or a series of transaction related basis, except intercompany guarantees and inter-company loans and advances; (x) enter into, or cause any MPX Anandia Subsidiaries to enter into, new material commitments of a capital expenditure nature or incur any new material contingent liabilities that has not been approved by the MPX Anandia Board as of the date of this Agreement; provided that Anandia may enter into a contract for architectural services with respect to the construction of Anandia’s planned Comox facility with Local Practice Architecture + Design Ltd. with Aurora’s consent, not to be unreasonably withheld; (xi) commence, waive, release, assign, settle or compromise any litigation, proceedings or governmental investigations in excess of an amount of $100,000 250,000 in the aggregate or which would reasonably be expected to impede, prevent or delay the consummation of the Transaction; (xii) except in connection with the repayment of the existing loan to Anandia by Genome British Columbia, cancel, waive, release, assign, settle or compromise any material claims or rights; (xiii) abandon or fail to diligently pursue any application for any material licenses, permits, authorizations or registrations; (xiv) enter into any interest rate, currency or commodity swaps, xxxxxx, caps, collars, forward sales or other similar financial instruments other than in the ordinary course of business and not for speculative purposes; (xv) enter into or amend any financial or other material agreements with its principal shareholders or their respective affiliates; (xvi) except in accordance with the terms of the MPX Benefit Employee Plans or Contracts of MPX Anandia in effect on the date of this AgreementAgreement or in amounts that total no greater than $100,000 in aggregate annual expenditures, (i) create, enter into or increase any severance, change of control or termination pay to (or amend any existing arrangement in respect thereof with) any employee, director or officer of MPX Anandia or any of its Subsidiaries; (ii) change the benefits payable under any employment agreements with any employee, director or executive officer of MPX Anandia or any of its Subsidiaries; (iii) enter into any employment, deferred compensation or other similar agreement (or amend any such existing agreement) with any director or officer of MPX Anandia or any of its Subsidiaries; or (iv) change compensation, bonus levels or other benefits payable to any employee, director or officer of MPX Anandia or any of its Subsidiaries; (xvii) adopt or amend or make any material contribution to the MPX Anandia Stock Option Plan or any other bonus, profit sharing, retention, option, deferred compensation, incentive compensation, other compensation or other similar plan, agreement, trust, fund or arrangements for the benefit of employees, except as is necessary to comply with applicable Laws or the terms of such plans, programs, arrangements or agreements where the failure to so comply would result in a material breach of such plans, programs, arrangements or agreements; (xviii) except as required by IFRS or any other generally accepted accounting principle to which any of the MPX Anandia Subsidiaries may be subject, or any applicable Laws, make any changes to the existing accounting policies of MPX Anandia or any of the MPX Anandia Subsidiaries; or (xix) announce an intention, enter into any agreement or otherwise make a commitment to do any of the things prohibited by any of the foregoing subsections.