Common use of Interim and Final Orders Clause in Contracts

Interim and Final Orders. As soon as reasonably practicable following the execution and delivery of this Agreement, and in any event no later than seven business days from the date hereof, E&C will apply to the Court pursuant to Section 291 of the Act for the Interim Order, such order to be on terms acceptable to Parent, Acquisitionco and E&C, each acting reasonably, providing for, among other things: (a) notice of intended exercise of any Dissent Rights to be provided to E&C no later than 4:00 p.m. (Vancouver time) on the date which is 48 hours prior to the date of the Meetings; (b) the Arrangement be subject to the approval of a majority in number and 3/4 in value of the E&C Creditors present and voting, either in person or by proxy, at the Meeting of E&C Creditors to be held to consider the Arrangement Resolution, or otherwise voting in the manner directed by the Court; (c) the Arrangement be subject to the approval of two-thirds of the votes cast in respect of the Arrangement Resolution by the E&C Common Shareholders, present in person or by proxy and entitled to vote at the Meeting, or otherwise voting in the manner directed by the Court; (d) the Arrangement be subject to the unanimous written consent of the holders of Preferred Shares, series A in the capital of E&C; (e) the Arrangement be subject to the unanimous written consent of the holders of Class A Preferred Shares, in the capital of E&C; and (f) the Arrangement be subject to the unanimous written consent of the E&C Warrantholders. E&C shall, subject to obtaining the approvals as contemplated by the Interim Order, and as may be directed by the Court in the Interim Order, take all steps necessary or desirable to submit the Arrangement to the Court and apply for the Final Order approving the Arrangement, such order to be on terms acceptable to Parent, Acquisitionco and E&C, each acting reasonably. E&C agrees to consult with Parent and its advisors in connection with all applications to the Court, and to permit Parent and its counsel to review and comment upon drafts of all materials to be filed by E&C with the Court in connection with the Arrangement prior to the delivery and filing of such materials, and to give reasonable consideration to such comments and all information regarding the Arrangement, Parent and Acquisitionco. E&C also agrees to provide to counsel to Parent on a timely basis copies of any notices of appearance and evidence delivered to E&C or its counsel in respect of the application for the Final Order or any appeal therefrom, and of any notice (written or oral) received by E&C indicating any intention to appeal the Final Order.

Interim and Final Orders. As soon as reasonably practicable following the execution and delivery The notice of this Agreement, and in any event no later than seven business days from the date hereof, E&C will apply to the Court pursuant to Section 291 of the Act motion for the application referred to in Section 2.1(a) shall request that the Interim Order, such order to be on terms acceptable to Parent, Acquisitionco and E&C, each acting reasonably, providing forOrder provide, among other thingsthings as consented to by the Purchaser: (a) for the class of persons to whom notice of intended exercise of any Dissent Rights is to be provided to E&C no later than 4:00 p.m. (Vancouver time) on the date which is 48 hours prior to the date in respect of the MeetingsArrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) the Arrangement be that, subject to the approval of a majority in number and 3/4 in value the Court, the requisite approval for the Arrangement Resolution shall be (1) 66?% of the E&C Creditors votes cast on the Arrangement Resolution by holders of Preference Shares present and voting, either in person or represented by proxy, proxy at the Meeting Company Meeting; and (2) 66?% of E&C Creditors to be held to consider the votes cast on the Arrangement ResolutionResolution by holders of Common Shares and the holders of all options to purchase Class A Common Shares granted under the Company Stock Option Plan (voting together as a single class) present in person or represented by proxy at the Company Meeting on the following basis: (A) each holder of Company Options is entitled to such number of votes as is equal to the number of Common Shares issuable upon exercise of their Company Options, or otherwise voting and (B) each holder of Class A Common Shares is entitled, for each Class A Common Share held, to one vote (such approval described in this Section 2.2(b), the manner directed by the Court"REQUIRED VOTE"); (c) that the Arrangement be subject to the approval of two-thirds terms, restrictions and conditions of the votes cast by-laws and articles of the Company, including quorum requirements and all other matters, shall apply in respect of the Arrangement Resolution by the E&C Common Shareholders, present in person or by proxy and entitled to vote at the Company Meeting, or otherwise voting in the manner directed by the Court; (d) that dissent rights shall not be applicable in connection with the Arrangement be subject to the unanimous written consent of the holders of Preferred Shares, series A in the capital of E&C;Arrangement; and (e) for the Arrangement be subject notice requirements with respect to the unanimous written consent presentation of the holders of Class A Preferred Sharesapplication to the Court for a Final Order. and that the Final Order provide, among other things as consented to by the Purchaser: (f) that, at the Effective Time, each Company Securityholder shall be deemed to be a party to and bound by the provisions set forth in the capital of E&CIndemnification and Escrow Agreement; and (fg) the Arrangement be subject that all rights to the unanimous written consent purchase Common Shares under any securities of the E&C Warrantholders. E&C shall, subject to obtaining Company (including the approvals as contemplated by the Interim Order, and as may Company Options) shall be directed by the Court in the Interim Order, take all steps necessary or desirable to submit the Arrangement to the Court and apply for the Final Order approving the Arrangement, such order to be on terms acceptable to Parent, Acquisitionco and E&C, each acting reasonably. E&C agrees to consult with Parent and its advisors in connection with all applications to the Court, and to permit Parent and its counsel to review and comment upon drafts of all materials to be filed by E&C with the Court in connection with the Arrangement prior to the delivery and filing of such materials, and to give reasonable consideration to such comments and all information regarding the Arrangement, Parent and Acquisitionco. E&C also agrees to provide to counsel to Parent on a timely basis copies of any notices of appearance and evidence delivered to E&C or its counsel in respect of the application for the Final Order or any appeal therefrom, and of any notice (written or oral) received by E&C indicating any intention to appeal the Final Orderterminated.