Common use of Covenants of Parent Regarding Exchangeable Shares Clause in Contracts

Covenants of Parent Regarding Exchangeable Shares. So long as any Exchangeable Shares which are registered in the name of holders other than Parent or any of its affiliates or subsidiaries ("Affiliates") are outstanding, the Parent will: (a) not declare or pay any dividend on Parent Common stock unless (i) the Company will have sufficient assets, funds and other property available to enable the due declaration and the due and punctual payment in accordance with applicable law, of an equivalent dividend on the Exchangeable Shares and (ii) the Company shall simultaneously declare or pay, as the case may be, an equivalent dividend on the Exchangeable Shares, in each case in accordance with the Exchangeable Share Provisions; (b) cause the Company to declare simultaneously with the declaration of any dividend on Parent Common Stock an equivalent dividend on the Exchangeable Shares and, when such dividend is paid on Parent Common Stock, cause the Company to pay simultaneously therewith such equivalent dividend on the Exchangeable Shares, in each case in accordance with the Exchangeable Share Provisions; (c) advise the Company sufficiently in advance of the declaration by Parent of any dividend on Parent Common Stock and take all such other actions as are necessary, in cooperation with the Company, to ensure that the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares shall be the same as the record date, declaration date and payment date for the corresponding dividend on Parent Common Stock and such dividend on the Exchangeable Shares shall correspond with any requirement of the stock exchange on which the Exchangeable Shares are listed; (d) ensure that the record date for any dividend declared on Parent Common Stock is not less than 10 Business Days after the declaration date for such dividend; (e) take all such actions and do all such things as are necessary or desirable to enable and permit the Company, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount in respect of each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-up of the Company, including without limitation all such actions and all such things as are necessary or desirable to enable and permit the Company to cause to be delivered shares of Parent Common Stock to the holders of Exchangeable Shares in accordance with the provisions of Article 5 of the Exchangeable Share Provisions; (f) take all such actions and do all such things as are necessary or desirable to enable and permit the Company, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Retraction Price and the Redemption Price, including without limitation all such actions and all such things as are necessary or desirable to enable and permit the Company to cause to be delivered shares of Parent Common Stock to the holders of Exchangeable Shares, upon the retraction or redemption of the Exchangeable Shares in accordance with the provisions of Article 6 or Article 7 of the Exchangeable Share Provisions, as the case may be; and (g) not exercise its vote as a shareholder to initiate the voluntary liquidation, dissolution or winding-up of the Company nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding-up of the Company.

Covenants of Parent Regarding Exchangeable Shares. So long as any Exchangeable Shares which are registered in the name of holders other than Parent or any of its affiliates or subsidiaries ("Affiliates") are outstanding, outstanding the Parent willshall: (a) not declare or pay any dividend (other than a stock dividend) on Parent the PASW Common stock Shares unless (i) the Company Corporation will have sufficient assets, funds and other property available to enable the due declaration and the due and punctual payment in accordance with applicable law, of an equivalent a dividend on the Exchangeable Shares determined in accordance with the Exchangeable Share Provisions and (ii) the Company Corporation shall simultaneously declare or pay, as the case may be, an equivalent such dividend on the Exchangeable Shares, in each case in accordance with the Exchangeable Share Provisions; (b) cause the Company to declare simultaneously with the declaration of any dividend on Parent Common Stock an equivalent dividend on the Exchangeable Shares and, when such dividend is paid on Parent Common Stock, cause the Company to pay simultaneously therewith such equivalent dividend on the Exchangeable Shares, in each case in accordance with the Exchangeable Share Provisions; (c) advise the Company sufficiently in advance of the declaration by Parent of any dividend on Parent Common Stock and take all such other actions as are necessary, in cooperation with the Company, to ensure that the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares shall be the same as the record date, declaration date and payment date for the corresponding dividend on Parent Common Stock and such dividend on the Exchangeable Shares shall correspond with any requirement of the stock exchange on which the Exchangeable Shares are listed; (d) ensure that the record date for any dividend declared on Parent Common Stock is not less than 10 Business Days after the declaration date for such dividend; (e) take all such actions and do all such things as are necessary or desirable to enable and permit the CompanyCorporation, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount Consideration in respect of each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-up of the CompanyCorporation, including without limitation all such actions and all such things as are necessary or desirable to enable and permit the Company Corporation to cause to be delivered shares of Parent PASW Common Stock Shares to the holders of Exchangeable Shares in accordance with as required by the provisions of Article 5 of the Exchangeable Share Provisions; (fc) take all such actions and do all such things as are necessary or desirable to to: (i) enable and permit the CompanyCorporation, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Retraction Price Consideration and the Redemption PriceConsideration, including without limitation all such actions and all such things as are necessary or desirable to enable and permit the Company Corporation to cause to be delivered shares of Parent PASW Common Stock Shares to the holders of Exchangeable Shares, upon the retraction or redemption of the Exchangeable Shares in accordance with as required by the provisions of Article 6 6, Article 7 or Article 7 13 of the Exchangeable Share Provisions, as the case may be; and (gd) not exercise its vote as a shareholder, nor allow any direct or indirect subsidiary to exercise its own vote as a shareholder to initiate the voluntary liquidation, dissolution or winding-up of the Company Corporation nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding-up of the CompanyCorporation.

Covenants of Parent Regarding Exchangeable Shares. So long as any Exchangeable Shares which are registered in the name of holders other than Parent or any of its affiliates or subsidiaries ("Affiliates") are outstanding, the Parent will: (a) not declare or pay any dividend on Parent Common stock Stock unless (i) the Company Corporation will have sufficient assets, funds and money or other property assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment in accordance with applicable law, of an equivalent dividend on the Exchangeable Shares and (ii) the Company Corporation shall simultaneously declare or pay, as the case may be, an equivalent dividend on the Exchangeable Shares, in each case in accordance with the Exchangeable Share Provisions; (b) cause the Company to declare simultaneously with the declaration of any dividend on Parent Common Stock an equivalent dividend on the Exchangeable Shares and, when such dividend is paid on Parent Common Stock, cause the Company to pay simultaneously therewith such equivalent dividend on the Exchangeable Shares, in each case in accordance with the Exchangeable Share Provisions; (c) advise the Company Corporation sufficiently in advance of the declaration by the Parent of any dividend on Parent Common Stock and take all such other actions as are necessary, in cooperation with the CompanyCorporation, to ensure that the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares shall be the same as the record declaration date, declaration record date and payment date for the corresponding dividend on Parent Common Stock and that such dividend on the Exchangeable Shares shall correspond with any requirement requirements of the stock exchange on which the Exchangeable Shares are listed; (dc) ensure that the record date for determining shareholders entitled to receive any dividend declared on Parent Common Stock is not less than 10 Business Days after the declaration date for such dividenddividend or such shorter period within which applicable law may be complied with; (ed) take all such actions and do all such things as are necessary or desirable to enable and permit the CompanyCorporation, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount in respect of each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-winding up of the CompanyCorporation, including without limitation all such actions and all such things as are necessary or desirable to enable and permit the Company Corporation to cause to be delivered shares of Parent Common Stock to the holders of Exchangeable Shares in accordance with the provisions of Article 5 of the Exchangeable Share Provisions; (fe) take all such actions and do all such things as are necessary or desirable to enable and permit the CompanyCorporation, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Retraction Price and the Redemption Price, including without limitation all such actions and all such things as are necessary or desirable to enable and permit the Company Corporation to cause to be delivered shares of Parent Common Stock to the holders of Exchangeable Shares, upon the retraction or redemption of the Exchangeable Shares in accordance with the provisions of Article 6 or Article 7 of the Exchangeable Share Provisions, as the case may be; (f) use its best efforts to enable the Corporation to maintain the listing of the Exchangeable Shares on the Alberta Stock Exchange or another stock exchange in Canada prescribed under the Income Tax Act (Canada); and (g) not exercise its vote as a shareholder to initiate the voluntary liquidation, dissolution or winding-winding up of the Company Corporation nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding-winding up of the CompanyCorporation.

Covenants of Parent Regarding Exchangeable Shares. So long as any Exchangeable Shares which are registered in the name of holders other than Parent or any of its affiliates or subsidiaries ("Affiliates") are outstanding, the Parent will: (a) not declare or pay any dividend on the Parent Common stock Shares unless (i) the Company will have sufficient assets, funds and money or other property assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment in accordance with applicable law, of an equivalent dividend on the Exchangeable Shares and (ii) the Company shall simultaneously declare or pay, as the case may be, an equivalent dividend on the Exchangeable Shares, in each case in accordance with the Exchangeable Share Provisions; (b) cause the Company to declare simultaneously with the declaration of any dividend on Parent Common Stock an equivalent dividend on the Exchangeable Shares and, when such dividend is paid on Parent Common Stock, cause the Company to pay simultaneously therewith such equivalent dividend on the Exchangeable Shares, in each case in accordance with the Exchangeable Share Provisions; (c) advise the Company sufficiently in advance of the declaration by the Parent of any dividend on the Parent Common Stock Shares and take all such other actions as are necessary, in cooperation with the Company, to ensure that the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares shall be the same as the record declaration date, declaration record date and payment date for the corresponding dividend on the Parent Common Stock Shares and that such dividend on the Exchangeable Shares shall correspond with any requirement requirements of the stock exchange on which the Exchangeable Shares are listed; (dc) ensure that the record date for determining shareholders entitled to receive any dividend declared on the Parent Common Stock Shares is not less than 10 Business Days after the declaration date for such dividenddividend or such shorter period within which applicable law may be complied with; (ed) take all such actions and do all such things as are necessary or desirable to enable and permit the Company, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount in respect of each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-winding up of the CompanyCompany or any other distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs, including without limitation all such actions and all such things as are necessary or desirable to enable and permit the Company to cause to be delivered shares of Parent Common Stock Shares to the holders of Exchangeable Shares in accordance with the provisions of Article 5 28.7 of the Exchangeable Share Provisions; (fe) take all such actions and do all such things as are necessary or desirable to enable and permit the Company, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Retraction Price and the Redemption Price, including without limitation all such actions and all such things as are necessary or desirable to enable and permit the Company to cause to be delivered shares of Parent Common Stock to the holders of Exchangeable Shares, upon the retraction or redemption of the Exchangeable Shares in accordance with the provisions of Article 6 or Article 7 of the Exchangeable Share Provisions, as the case may be; and (g) not exercise its vote as a shareholder to initiate the voluntary liquidation, dissolution or winding-up of the Company nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding-up of the Company.perform

Covenants of Parent Regarding Exchangeable Shares. So long as any Exchangeable Shares which are registered in the name of holders other than Parent or any of its affiliates or subsidiaries ("Affiliates") are outstanding, the Parent will: (a) not declare or pay any dividend on the Parent Common stock Stock unless (i) the Company Corporation will have sufficient assets, funds and money or other property assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment in accordance with applicable law, of an equivalent dividend on the Exchangeable Shares and (ii) the Company Corporation shall simultaneously declare or pay, as the case may be, an equivalent dividend on the Exchangeable Shares, in each case in accordance with the Exchangeable Share Provisions; (b) cause the Company to declare simultaneously with the declaration of any dividend on Parent Common Stock an equivalent dividend on the Exchangeable Shares and, when such dividend is paid on Parent Common Stock, cause the Company to pay simultaneously therewith such equivalent dividend on the Exchangeable Shares, in each case in accordance with the Exchangeable Share Provisions; (c) advise the Company Corporation sufficiently in advance of the declaration by the Parent of any dividend on the Parent Common Stock and take all such other actions as are necessary, in cooperation with the CompanyCorporation, to ensure that the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares shall be the same as the record declaration date, declaration record date and payment date for the corresponding dividend on the Parent Common Stock and that such dividend on the Exchangeable Shares shall correspond with any requirement requirements of the stock exchange on which the Exchangeable Shares are listed; (dc) ensure that the record date for determining shareholders entitled to receive any dividend declared on the Parent Common Stock is not less than 10 Business Days after the declaration date for such dividenddividend or such shorter period within which applicable law may be complied with; (ed) take all such actions and do all such things as are necessary or desirable to enable and permit the CompanyCorporation, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount in respect of each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-winding up of the CompanyCorporation, including without limitation all such actions and all such things as are necessary or desirable to enable and permit the Company Corporation to cause to be delivered shares of Parent Common Stock to the holders of Exchangeable Shares in accordance with the provisions of Article 5 of the Exchangeable Share Provisions; (fe) take all such actions and do all such things as are necessary or desirable to enable and permit the CompanyCorporation, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Retraction Price and the Redemption Price, including without limitation all such actions and all such things as are necessary or desirable to enable and permit the Company Corporation to cause to be delivered shares of Parent Common Stock to the holders of Exchangeable Shares, upon the retraction or redemption of the Exchangeable Shares in accordance with the provisions of Article 6 or Article 7 of the Exchangeable Share Provisions, as the case may be; (f) use its best efforts to enable the Corporation to maintain the listing of the Exchangeable Shares on The Toronto Stock Exchange or another stock exchange in Canada prescribed under the Income Tax Act (Canada); and (g) not exercise its vote as a shareholder to initiate the voluntary liquidation, dissolution or winding-up of the Company Corporation nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding-up of the CompanyCorporation, in each case under this Section 6.1(g) unless there shall have occurred any breach of or default under the ERS Indenture or the notes secured thereby without waiver thereof by such noteholders.

Covenants of Parent Regarding Exchangeable Shares. So long as any Exchangeable Shares which are registered in the name of holders other than Parent or any of its affiliates or subsidiaries ("Affiliates") are outstanding, the Parent AOI will: (a) not declare or pay any dividend on Parent AOI Common stock Stock unless (i) the Company will have Apple has sufficient assets, funds and or other property available to enable the due declaration and the due and punctual payment in accordance with applicable law, of an equivalent dividend on the Class B Exchangeable Shares and (ii) the Company shall Apple simultaneously declare declares or paypays, as the case may be, an equivalent dividend on the Class B Exchangeable Shares, in each case in accordance with the Exchangeable Share Provisions; (b) cause the Company Apple to declare simultaneously with the declaration of any dividend on Parent AOI Common Stock an equivalent dividend on the Class B Exchangeable Shares and, when such dividend is paid on Parent AOI Common Stock, cause the Company Apple to pay simultaneously therewith such equivalent dividend on the Class B Exchangeable Shares, in each case in accordance with the Exchangeable Share Provisions; (c) advise the Company Apple sufficiently in advance of the declaration by Parent AOI of any dividend on Parent AOI Common Stock and take all such other actions as are necessary, in cooperation with the CompanyApple, to ensure that the respective declaration date, record date and payment date for a dividend on the Class B Exchangeable Shares shall will be the same as the record date, declaration date and payment date for the corresponding dividend on Parent AOI Common Stock and such dividend on the Class B Exchangeable Shares shall will correspond with any requirement of the stock exchange on which the Exchangeable Shares are listed; (d) ensure that the record date for any dividend declared on Parent AOI Common Stock is not less than 10 1O Business Days after the declaration date for such dividend; (e) take all such actions and do all such things as are necessary or desirable to enable and permit the CompanyApple, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount in Price with respect of to each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-up of the CompanyApple, including without limitation all such actions and all such things as are necessary or desirable to enable and permit the Company Apple to cause to be delivered shares of Parent AOI Common Stock to the holders of Exchangeable Shares in accordance with the provisions of Article 5 6 of the Exchangeable Share Provisions; (f) take all such actions and do all such things as are necessary or desirable to enable and permit the CompanyApple, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Retraction Price and the Redemption Price, including without limitation all of such actions and all such things as are necessary or desirable to enable and permit the Company Apple to cause to be delivered shares of Parent AOI Common Stock to the holders of Exchangeable Shares, Shares upon the retraction or redemption of the Exchangeable Shares in accordance with the provisions of Article 6 or Article 7 of the Exchangeable Share Provisions, as the case may be; andShare; (g) not exercise its vote as a shareholder to initiate the voluntary liquidation, dissolution or winding-up of the Company Apple nor take any action or omit to take any action that is designed to or may result in the liquidation, dissolution or winding-up of Apple; and (h) not Transfer to any person in the Companybusiness of providing management services to orthodontic practices in Canada any interest in any of the Apple Common Stock it owns and will take all such actions and do all such things as are necessary or desirable to cause Apple not to issue any securities, or grant or commit to grant any rights with respect to any securities, other than its Exchangeable Shares, to any such person other than AOI, and any attempt to do so will be void and, because the parties hereto acknowledge the inadequacies of money damages in such circumstances, will be subject to one or both of specific performance and injunctive relief at the instance of any of the parties hereto. For purposes of this Agreement, Transfer includes to issue, sell, assign, surrender, gift, bequest, lease, license, pledge, mortgage, charge, create a security interest, hypothecate or otherwise dispose of, exchange, encumber or deal with any Apple Common Stock or any interest, whether legal or beneficial, in any Apple Common Stock whether voluntarily, involuntarily, directly or indirectly, conditionally, contingently or otherwise, by operation of law or otherwise or to enter into any agreement, arrangement or undertaking or any action which results or may result in the foregoing.

Covenants of Parent Regarding Exchangeable Shares. So long as any Exchangeable Shares which are registered in the name of holders other than Parent or any of its affiliates or subsidiaries ("Affiliates") are outstanding, the Parent will: (a) not declare or pay any dividend on the Parent Common stock Stock unless (i) the Company Corporation will have sufficient assets, funds and money or other property assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment in accordance with applicable law, of an equivalent dividend on the Exchangeable Shares and (ii) the Company Corporation shall simultaneously declare or pay, as the case may be, an equivalent dividend on the Exchangeable Shares, in each case in accordance with the Exchangeable Share Provisions; ; (b) cause the Company to declare simultaneously with the declaration of any dividend on Parent Common Stock an equivalent dividend on the Exchangeable Shares and, when such dividend is paid on Parent Common Stock, cause the Company to pay simultaneously therewith such equivalent dividend on the Exchangeable Shares, in each case in accordance with the Exchangeable Share Provisions; (c) advise the Company Corporation sufficiently in advance of the declaration by the Parent of any dividend on the Parent Common Stock and take all such other actions as are necessary, in cooperation with the CompanyCorporation, to ensure that the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares shall be the same as the record declaration date, declaration record date and payment date for the corresponding dividend on the Parent Common Stock and that such dividend on the Exchangeable Shares shall correspond with any requirement requirements of the stock exchange on which the Exchangeable Shares are listed; (dc) ensure that the record date for determining shareholders entitled to receive any dividend declared on the Parent Common Stock is not less than 10 Business Days after the declaration date for such dividenddividend or such shorter period within which applicable law may be complied with; (ed) take all such actions and do all such things as are necessary or desirable to enable and permit the CompanyCorporation, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount in respect of each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-winding up of the CompanyCorporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, including without limitation all such actions and all such things as are necessary or desirable to enable and permit the Company Corporation to cause to be delivered shares of Parent Common Stock to the holders of Exchangeable Shares in accordance with the provisions of Article 5 of the Exchangeable Share Provisions; (fe) take all such actions and do all such things as are necessary or desirable to enable and permit the CompanyCorporation, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Retraction Price and the Redemption Price, including without limitation all such actions and all such things as are necessary or desirable to enable and permit the Company Corporation to cause to be delivered shares of Parent Common Stock to the holders of Exchangeable Shares, upon the retraction or redemption of the Exchangeable Shares in accordance with the provisions of Article 6 or Article 7 of the Exchangeable Share Provisions, as the case may be; (f) use its best efforts to enable the Corporation to maintain the listing of the Exchangeable Shares on The Toronto Stock Exchange or another stock exchange in Canada prescribed under the Income Tax Act (Canada); and (g) not exercise its vote as a shareholder to initiate the voluntary liquidation, dissolution or winding-winding up of the Company Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding-winding up of the CompanyCorporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs.

Covenants of Parent Regarding Exchangeable Shares. So long as any Exchangeable Shares which are registered in the name of holders other than Parent or any of its affiliates or subsidiaries ("Affiliates") are outstanding, the Parent will: (a) not declare or pay any dividend on the Parent Common stock Stock unless (i) the Company Corporation will have sufficient assets, funds and money or other property assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment in accordance with applicable law, of an equivalent dividend on the Exchangeable Shares and (ii) the Company Corporation shall simultaneously declare or pay, as the case may be, an equivalent dividend on the Exchangeable Shares, in each case in accordance with the Exchangeable Share Provisions; (b) cause the Company to declare simultaneously with the declaration of any dividend on Parent Common Stock an equivalent dividend on the Exchangeable Shares and, when such dividend is paid on Parent Common Stock, cause the Company to pay simultaneously therewith such equivalent dividend on the Exchangeable Shares, in each case in accordance with the Exchangeable Share Provisions; (c) advise the Company Corporation sufficiently in advance of the declaration by the Parent of any dividend on the Parent Common Stock and take all such other actions as are necessary, in cooperation with the CompanyCorporation, to ensure that the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares shall be the same as the record declaration date, declaration record date and payment date for the corresponding dividend on the Parent Common Stock and such dividend on the Exchangeable Shares shall correspond with any requirement of the stock exchange on which the Exchangeable Shares are listedStock; (dc) ensure that the record date for determining shareholders entitled to receive any dividend declared on the Parent Common Stock is not less than 10 Business Days after the declaration date for such dividenddividend or such shorter period within which applicable law may be complied with; (ed) take all such actions and do all such things as are necessary or desirable to enable and permit the CompanyCorporation, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount in respect of each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-winding up of the CompanyCorporation, including without limitation all such actions and all such things as are necessary or desirable to enable and permit the Company Corporation to cause to be delivered shares of Parent Common Stock to the holders of Exchangeable Shares in accordance with the provisions of Article 5 of the Exchangeable Share Provisions; (fe) take all such actions and do all such things as are necessary or desirable to enable and permit the CompanyCorporation, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Retraction Price and the Redemption Price, including without limitation all such actions and all such things as are necessary or desirable to enable and permit the Company Corporation to cause to be delivered shares of Parent Common Stock to the holders of Exchangeable Shares, upon the retraction or redemption of the Exchangeable Shares in accordance with the provisions of Article 6 or Article 7 of the Exchangeable Share Provisions; (f) take all such actions and do all such things as are necessary or desirable to enable and permit NovaCo, in accordance with applicable law, to pay and otherwise perform its obligations arising upon the exercise by it of the Liquidation Call Right or the Retraction Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit NovaCo to cause to be delivered shares of Parent Common Stock to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right or the Retraction Call Right, as the case may be; and (g) cause NovaCo to not exercise its vote as a shareholder to initiate the voluntary liquidation, dissolution or winding-winding up of the Company Corporation nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding-winding up of the CompanyCorporation.