Common use of Usual Business Clause in Contracts

Usual Business. Other than in contemplation of, or as required to give effect to the Transaction, iAnthus shall, and shall cause the 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 iAnthus’ and the iAnthus Subsidiaries’ business organization, and iAnthus shall not, directly or indirectly, do or permit to occur any of the following without the prior consent of MPX, such consent not to be unreasonably withheld or delayed: (i) amend its articles or by laws or the terms of its shares in a manner that could have a material adverse effect on the market price or value of the iAnthus Shares to be issued pursuant to the Arrangement; (ii) split, consolidate or reclassify any of its shares nor undertake any other capital reorganization; (iii) reduce capital in respect of its shares; (iv) redeem, purchase or otherwise acquire or offer to redeem, purchase or otherwise acquire any iAnthus Shares, other than redemptions or repurchases of 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 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, iAnthus or any of the iAnthus Subsidiaries, other than the issue of iAnthus Shares in accordance with 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 in the ordinary course of business, sell, lease, encumber or otherwise dispose of, or permit any of the 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 $25,000,000 and subject to a maximum of $50,000,000 for all such transactions; (vii) adopt, or permit any of the 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 (by merger, consolidation, acquisition of stock or assets or otherwise), 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, for one such transaction, or for all such transactions, in excess of $100,000,000 of the market capital of iAnthus Shares listed on the CSE calculated as of October 17, 2018, provided, that no such iAnthus 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 advances (each an “iAnthus Loan Transaction”), in each case in excess of $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 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 been 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 $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, ▇▇▇▇▇▇, 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) adopt or amend or make any material contribution to 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; (xvii) except as required by IFRS or any other generally accepted accounting principle to which any of the iAnthus Subsidiaries may be subject, or any applicable Laws, make any changes to the existing accounting policies of iAnthus or any of the iAnthus Subsidiaries; or (xviii) 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, iAnthus Anandia shall, and shall cause the iAnthus 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 iAnthus’ Anandia’s and the iAnthus Anandia Subsidiaries’ business organization, properties, employees, goodwill and iAnthus business relationships with customers, suppliers, partners and other Persons with which Anandia or any of Anandia Subsidiaries have material business relations, and shall not, directly or indirectlyand shall cause its Subsidiaries not to, do or permit to occur any of the following without except: (A) with the prior written consent of MPXAurora, such consent not to be unreasonably withheld withheld, delayed or delayedconditioned; (B) as required or permitted by this Agreement; (C) as required by Law; or (D) as contemplated by the Anandia Disclosure Letter, directly or indirectly: (i) split, combine, reclassify or amend its articles or by laws or the terms of its shares in a manner that could have a material adverse effect on the market price or value of the iAnthus Shares to be issued pursuant to the ArrangementAnandia Shares; (ii) splitamend or propose to amend the articles, consolidate notice of articles, by-laws or reclassify other constating documents or their equivalent of Anandia or any of its shares nor undertake any other capital reorganizationthe 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 its sharesany Anandia Shares; (iv) redeem, purchase or otherwise acquire or offer to redeem, purchase or otherwise acquire any iAnthus Anandia Shares, other than redemptions or repurchases of iAnthus 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 iAnthus 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, iAnthus Anandia or any of the iAnthus Anandia Subsidiaries, other than the issue of iAnthus Anandia Shares in accordance with any iAnthus convertible securities the Anandia Options and 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 in the ordinary course of business, sell, lease, encumber or otherwise dispose of, or permit any of the iAnthus 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 $25,000,000 50,000 and subject to a maximum of $50,000,000 250,000 for all such transactions;, (vii) adopt, or permit any of the iAnthus 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 (by merger, consolidation, acquisition of stock or assets or otherwise), 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, for one such transaction, on a per transaction or for all such transactionsseries of related transactions basis, in excess of $100,000,000 250,000 and subject to a maximum of the market capital of iAnthus Shares listed on the CSE calculated as of October 17, 2018, provided, that no $1,000,000 for all such iAnthus Acquisition Transaction shall require approval of the shareholders of iAnthustransactions; (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 advances (each an “iAnthus Loan Transaction”)advances, in each case in excess of $50,000,000 250,000 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 iAnthus Anandia 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 that has not been approved by the Anandia Board as 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 been publicly disclosed prior to 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 $500,000 250,000 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, ▇▇▇▇▇▇, 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 Employee Plans or Contracts of Anandia in effect on the date of this Agreement 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 Anandia or any of its Subsidiaries; (ii) change the benefits payable under any employment agreements with any employee, director or executive officer of 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 Anandia or any of its Subsidiaries; or (iv) change compensation, bonus levels or other benefits payable to any employee, director or officer of Anandia or any of its Subsidiaries; (xvii) adopt or amend or make any material contribution to any iAnthus equity incentive plan, the 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; (xviixviii) except as required by IFRS or any other generally accepted accounting principle to which any of the iAnthus Anandia Subsidiaries may be subject, or any applicable Laws, make any changes to the existing accounting policies of iAnthus Anandia or any of the iAnthus Anandia Subsidiaries; or (xviiixix) 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 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, iAnthus ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇, MPX shall, and shall cause the iAnthus 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 iAnthus’ MPX’s and the iAnthus MPX Subsidiaries’ business organization, properties, employees, goodwill and iAnthus business relationships with customers, suppliers, partners and other Persons with which MPX or any of MPX Subsidiaries have material business relations, and shall not, directly or indirectlyand shall cause its Subsidiaries not to, do or permit to occur any of the following without except: (A) with the prior written consent of MPXiAnthus, such consent not to be unreasonably withheld withheld, delayed or delayedconditioned; (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 its articles or by laws or the terms of its shares in a manner that could have a material adverse effect on the market price or value of the iAnthus Shares to be issued pursuant to the ArrangementMPX Shares; (ii) splitother than to effect the name change of 8423695 Canada Inc., consolidate amend or reclassify propose to amend the articles, notice of articles, by-laws or other constating documents or their equivalent of MPX or any of its shares nor undertake any other capital reorganizationthe 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 its sharesany MPX Shares; (iv) redeem, purchase or otherwise acquire or offer to redeem, purchase or otherwise acquire any iAnthus MPX Shares, other than redemptions or repurchases of iAnthus 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 iAnthus 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, iAnthus MPX or any of the iAnthus MPX Subsidiaries, other than the issue of iAnthus MPX Shares in accordance with any iAnthus convertible securities 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 iAnthus 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 $25,000,000 and subject to a maximum of $50,000,000 for all such transactionsnil; (vii) adopt, or permit any of the iAnthus 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 (each an “iAnthus Acquisition Transaction") having a cost, for one such transaction, on a per transaction or for all such transactionsseries of related transactions basis, in excess of $100,000,000 750,000 and subject to a maximum of the market capital of iAnthus Shares listed on the CSE calculated as of October 17, 2018, provided, that no $1,250,000 for all such iAnthus Acquisition Transaction shall require approval of the shareholders of iAnthustransactions; (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 advances (each an “iAnthus Loan Transaction”)advances, in each case in excess of $50,000,000 100,000 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 iAnthus MPX 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 that has not been approved by the MPX Board as 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 been 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 $500,000 100,000 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, ▇▇▇▇▇▇, 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 any iAnthus equity incentive plan, 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; (xviixviii) except as required by IFRS or any other generally accepted accounting principle to which any of the iAnthus MPX Subsidiaries may be subject, or any applicable Laws, make any changes to the existing accounting policies of iAnthus MPX or any of the iAnthus MPX Subsidiaries; or (xviiixix) 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.