Common use of Interim Order Clause in Contracts

Interim Order. As soon as reasonably practicable after the date of this Agreement, but in any event on or before June 22, 2017, the Company shall apply in a manner reasonably acceptable to the Purchaser pursuant to Section 192 of the CBCA and, in cooperation with the Purchaser, prepare, file and diligently pursue a motion for the Interim Order, which must provide, among other things: (a) for the persons and classes of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be: (i) 662/3% of the votes cast on the Arrangement Resolution by Company Shareholders present in person or by proxy at the Company Meeting; and (ii) “majority of the minority” approval, if required pursuant to MI 61-101; (c) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; (d) for the grant of the Dissent Rights to those Company Shareholders who are registered Company Shareholders as contemplated in the Plan of Arrangement; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (g) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (h) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by Canadian Securities Law; (i) that the Purchaser intends to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act, subject to and conditioned on the Court’s determination that the terms and conditions of the Arrangement are substantively and procedurally fair to the Company Shareholders with respect to the issuance of the Consideration Shares in exchange for Company Common Shares pursuant to the Arrangement. (j) for such other matters as the Purchaser may reasonably require, subject to obtaining the prior consent of the Company, such consent not to be unreasonably withheld or delayed.

Interim Order. As soon promptly as reasonably practicable after following the date execution of this Agreement, but in any event on or before June 22no later than May 15, 20172023, the Company shall apply to the Court in a manner reasonably acceptable to the Purchaser Hudbay, acting reasonably, pursuant to Section 192 Part 9, Division 5 of the CBCA andBCBCA, in cooperation with the Purchaser, and prepare, file and diligently pursue a motion an application for the Interim Order, which must shall provide, among other things: (a) for the persons and classes class(es) of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be: (i) 662/3% of the votes cast on the Arrangement Resolution by Company Shareholders present in person or by proxy at the Company Meeting; and (ii) “majority of the minority” approval, if required pursuant to MI 61-101; (c) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; (d) for the grant of the Dissent Rights to those Company Shareholders who are registered Company Shareholders as contemplated in the Plan of Arrangement; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (g) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (hc) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect as a result of any adjournment(s) or postponement(s) of the Company Meeting unless required by the Court or by Law; (d) that the Company Meeting may be held as a virtual or hybrid meeting, and that Company Shareholders that participate in the Company Meeting through virtual means, if applicable, will be deemed to be present at the Company Meeting; (e) that the requisite approval (collectively, the "Company Shareholder Approval") for the Arrangement Resolution shall be: (i) 66⅔% of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or by proxy at the Company Meeting and voting as a single class; and (ii) to the extent required by MI 61-101, a majority of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or represented by proxy at the Company Meeting, voting as a single class, excluding, for this purpose, the votes required to be excluded by MI 61-101; (f) that, in all other respects, the terms, conditions and restrictions of the Company's constating documents, including quorum requirements and other matters, shall apply in respect of the Company Meeting unless required otherwise ordered by Canadian Securities Lawthe Court; (g) for the grant of Dissent Rights to the Company Shareholders who are registered Company Shareholders, as contemplated in the Plan of Arrangement; (h) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (i) that the Purchaser intends Company Meeting may be adjourned or postponed from time to time by the Company Board subject to the terms of this Agreement or as otherwise agreed between the Parties without the need for additional approval of the Court; (j) that the Parties intend to rely upon on the exemption from registration provided by Section section 3(a)(10) of the U.S. Securities ActAct for the issuance of Consideration Shares and the Hudbay Replacement Options pursuant to the Plan of Arrangement, subject to and conditioned on upon the Court’s determination that the terms and conditions 's approval of the Arrangement are and determination following a hearing that the Arrangement is substantively and procedurally fair and reasonable to the Company Shareholders with respect each Person to the issuance of the whom Consideration Shares in exchange for Company Common Shares pursuant to the Arrangement.and Hudbay Replacement Options will be issued; and (jk) for such other matters as Hudbay or the Purchaser Company may reasonably require, subject to obtaining the prior consent of the Companyother Party, such consent not to be unreasonably withheld or delayed.

Interim Order. (1) As soon as reasonably practicable after the date of this Agreement, but in any event on or before June 22October 5, 20172021, the Company shall apply to the Court in a manner reasonably acceptable to the Purchaser pursuant to Section 192 of the CBCA and, in cooperation with the Purchaser, prepare, file and diligently pursue a motion an application for the Interim Order, which must provide, among other things: (a) for the persons Persons and classes of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be: (i) 662/3not less than 66 2/3% of the votes cast on the Arrangement Resolution by Company Shareholders present in person or by proxy at the Company Meeting voting together as a single class; (ii) if required under applicable Laws, a majority of the votes cast on the Arrangement Resolution by Company Shareholders (other than Company Interested Shareholders for the purpose of such vote) present in person or represented by proxy at the Company Meeting, voting in accordance with Part 8 of MI 61- 101; and (iiiii) “majority of any other shareholder approvals required by the minority” approval, if required pursuant to MI 61-101;CSE. (c) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating DocumentsDocuments relating to the holding of a meeting of Company Shareholders, including quorum requirements and all other matters, shall (unless varied by the Interim Order) apply in respect of the Company Meeting; (d) for the grant of the Dissent Rights only to those Company Shareholders who are registered Company Shareholders as contemplated in the Plan of Arrangement; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (g) that the Company Meeting may be held in-person or be an entirely virtual meeting or hybrid meeting whereby Company Shareholders may join virtually; (h) for confirmation of the record date for the Company Meeting referred to in Section 2.3(1)(d) for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (hi) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting, unless required by Canadian Securities Law; (ij) that the Purchaser intends deadline for submission of proxies by the Company Shareholders for the Company Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Toronto, Ontario) prior to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities ActCompany Meeting, subject to and conditioned on waiver by the Court’s determination that Company in accordance with the terms and conditions of the Arrangement are substantively and procedurally fair to the Company Shareholders with respect to the issuance of the Consideration Shares in exchange for Company Common Shares pursuant to the Arrangement.this Agreement; (jk) for such other matters as either of the Purchaser Parties may reasonably require, subject to obtaining the prior consent of the Companyother Party, such consent not to be unreasonably withheld or delayed; and (l) that it is the intention of the Parties to rely, by virtue of the Final Order, upon the Section 3(a)(10) Exemption and any exemption available under applicable Securities Laws, with respect to the issuance of the Consideration Shares, Replacement Options and Replacement Warrants to be issued pursuant to the Arrangement to the Company Shareholders in the United States, based on the Court’s approval of the Arrangement.

Interim Order. As soon as reasonably practicable after the date of this AgreementThe application referred to in Section 2.2(b) shall, but in any event on or before June 22, 2017, unless the Company shall apply in a manner reasonably acceptable to and the Purchaser pursuant to Section 192 of the CBCA andotherwise agree, in cooperation with the Purchaser, prepare, file and diligently pursue include a motion for request that the Interim Order, which must Order provide, among other things: (a) for the persons and classes class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that confirmation of the required level of approval (the “Required Approval”) record date for the Arrangement Resolution shall be: (i) 662/3% purposes of determining the votes cast on the Arrangement Resolution by Company Shareholders present in person or by proxy entitled to receive notice of and vote at the Company Meeting; Meeting (which date shall be fixed and (ii) “majority of published by the minority” approval, if required pursuant to MI 61-101Company in consultation with the Purchaser); (c) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; (d) for the grant of the Dissent Rights to those Company Shareholders who are registered Company Shareholders as contemplated in the Plan of Arrangement; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval by the Court and without the necessity of first convening the Company Meeting or first obtaining any vote of the CourtCompany Shareholders respecting the adjournment or postponement, and notice of any such adjournment or postponement shall be given by such method as the Company Board may determine is appropriate in the circumstances; (g) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (hd) that the record date for the Company Shareholders entitled to receive notice of and to vote at the Company Meeting will not change in respect of or as a consequence of any adjournment(s) adjournment or postponement of the Company Meeting, unless required by Canadian Securities Law; (e) that the requisite and sole approval of the Arrangement Resolution will be: (i) 66⅔% of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting, and (ii) if required, a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting, excluding for the purposes of (ii) the votes for Company Shares held or controlled by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101; (f) that in all other respects, the terms, conditions and restrictions of the Company’s constating documents, including quorum requirements and other matters shall apply with respect to the Company Meeting; (g) for the grant of Dissent Rights to the Company Shareholders who are registered holders of Company Shares as contemplated in the Plan of Arrangement; (h) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and (i) that each Company Securityholder and any other affected person shall have the Purchaser intends right to rely upon appear before the exemption from registration provided by Section 3(a)(10) Court at the hearing of the U.S. Securities ActCourt to approve the application for the Final Order so long as they enter a response by the time stipulated in the Interim Order; and, subject to and conditioned on the Court’s determination consent of the Company (such consent not to be unreasonably withheld or delayed) the Company shall also request that the terms and conditions of the Arrangement are substantively and procedurally fair to the Company Shareholders with respect to the issuance of the Consideration Shares in exchange for Company Common Shares pursuant to the Arrangement. (j) Interim Order provide for such other matters as the Purchaser may reasonably require, subject to obtaining the prior consent of the Company, such consent not to be unreasonably withheld or delayed.

Interim Order. As soon promptly as reasonably practicable after following the date execution of this Agreement, but in any event on or before June 22no later than August 8, 20172023, the Company shall apply to the Court in a manner reasonably acceptable to the Purchaser Hudbay, acting reasonably, pursuant to Section 192 section 182 of the CBCA andOBCA, in cooperation with the Purchaser, and prepare, file and diligently pursue a motion an application for the Interim Order, which must shall provide, among other things: (a) for the persons and classes class(es) of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be: (i) 662/3% of the votes cast on the Arrangement Resolution by Company Shareholders present in person or by proxy at the Company Meeting; and (ii) “majority of the minority” approval, if required pursuant to MI 61-101; (c) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; (d) for the grant of the Dissent Rights to those Company Shareholders who are registered Company Shareholders as contemplated in the Plan of Arrangement; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (g) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (hc) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect as a result of any adjournment(s) or postponement(s) of the Company Meeting unless required by the Court or by Law; (d) that the Company Meeting may be held as a virtual or hybrid meeting, and that Company Shareholders that participate in the Company Meeting through virtual means, if applicable, will be deemed to be present at the Company Meeting; (e) that the requisite approval for the Arrangement Resolution shall be: (i) 66⅔% of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or by proxy at the Company Meeting and voting as a single class; and (ii) to the extent required by MI 61-101, a majority of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or represented by proxy at the Company Meeting, voting as a single class, excluding for this purpose the votes required to be excluded by MI 61-101; (f) that, in all other respects, the terms, conditions and restrictions of the Company's constating documents, including quorum requirements and other matters, shall apply in respect of the Company Meeting, unless required otherwise ordered by Canadian Securities Lawthe Court; (g) for the grant of Dissent Rights to the Company Shareholders who are registered Company Shareholders, as contemplated in the Plan of Arrangement; (h) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (i) that the Purchaser intends Company Meeting may be adjourned or postponed from time to time by the Company Board subject to the terms of this Agreement or as otherwise agreed to in writing by the Parties without the need for additional approval of the Court; (j) that the Parties intend to rely upon on the exemption from registration provided by Section section 3(a)(10) of the U.S. Securities ActAct for the issuance of Consideration Shares pursuant to the Plan of Arrangement and the Replacement Warrants resulting in accordance with the terms of the Company Warrants upon the effectiveness of the Arrangement, subject to and conditioned on upon the Court’s determination that the terms and conditions 's approval of the Arrangement are and determination following a hearing that the Arrangement is substantively and procedurally fair and reasonable to the Company Shareholders with respect each Person to the issuance of the whom Consideration Shares in exchange for will be issued and each holder of Company Common Shares pursuant to the Arrangement.Warrants; and (jk) for such other matters as the Purchaser Hudbay may reasonably require, subject to obtaining the prior consent of the Company, such consent not to be unreasonably withheld or delayed.

Interim Order. As soon as reasonably practicable after the date of this AgreementThe application referred to in Section 2.2(b) shall, but in any event on or before June 22, 2017, unless the Company shall apply in a manner reasonably acceptable to and the Purchaser pursuant to Section 192 of the CBCA andotherwise agree, in cooperation with the Purchaser, prepare, file and diligently pursue include a motion for request that the Interim Order, which must Order provide, among other things: (a) for the persons and classes class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that confirmation of the required level of approval (the “Required Approval”) record date for the Arrangement Resolution shall be: (i) 662/3% purposes of determining the votes cast on the Arrangement Resolution by Company Shareholders present in person or by proxy entitled to receive notice of and vote at the Company Meeting; Meeting (which date shall be fixed and (ii) “majority of published by the minority” approval, if required pursuant to MI 61-101Company in consultation with the Purchaser); (c) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; (d) for the grant of the Dissent Rights to those Company Shareholders who are registered Company Shareholders as contemplated in the Plan of Arrangement; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval by the Court and without the necessity of first convening the Company Meeting or first obtaining any vote of the CourtCompany Shareholders respecting the adjournment or postponement, and notice of any such adjournment or postponement shall be given by such method as the Company Board may determine is appropriate in the circumstances; (g) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (hd) that the record date for the Company Shareholders entitled to receive notice of and to vote at the Company Meeting will not change in respect of or as a consequence of any adjournment(s) adjournment or postponement of the Company Meeting, unless required by Canadian Securities Law; (ie) that the Purchaser intends requisite and sole approval of the Arrangement Resolution will be: (i) 66⅔% of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting, and (ii) if required, a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting, excluding for the purposes of (ii) the votes for Company Shares held or controlled by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101 (the “Company Shareholder Approval”); (f) that in all other respects, the terms, conditions and restrictions of the Company’s constating documents, including quorum requirements and other matters shall apply with respect to the Company Meeting; (g) that the Parties intend to rely upon the exemption from registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Actthereunder, subject to and conditioned on the Court’s determination that the terms and conditions of the Arrangement are is substantively and procedurally fair to Company Shareholders and Company Optionholders who are entitled to receive Purchaser Shares and Replacement Options, as applicable, pursuant to the Arrangement; (h) for the grant of Dissent Rights to the Company Shareholders who are registered holders of Company Shares as contemplated in the Plan of Arrangement; and (i) for the notice requirements with respect to the issuance presentation of the Consideration Shares in exchange for Company Common Shares pursuant application to the Arrangement. Court for the Final Order; and, subject to the consent of the Company (jsuch consent not to be unreasonably withheld or delayed) the Company shall also request that the Interim Order provide for such other matters as the Purchaser may reasonably require, subject to obtaining the prior consent of the Company, such consent not to be unreasonably withheld or delayed.

Interim Order. As soon as reasonably practicable after the date of this Agreement, but in any event on or before June 22May 30, 20172019, the Company shall apply in a manner reasonably acceptable to the Purchaser Buyer pursuant to Section 192 292 of the CBCA BCBCA and, in cooperation co-operation with the PurchaserBuyer, prepare, file and diligently pursue a motion an application for the Interim Order, Order which must shall provide, among other things: (a) for the persons and classes class of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be: (i) 662/3% be two thirds of the votes cast on the Arrangement Resolution by Company Shareholders present in person or by proxy at the Company Meeting; and Meeting (ii) “majority of the minority” approval, if required pursuant such that each Company Shareholder is entitled to MI 61-101one vote for each Company Share held); (c) that the Company Meeting may be adjourned or postponed from time to time in accordance with this Agreement without the need for additional approval by the Court; (d) that the record date for Company Shareholders entitled to notice of and to vote at the Company Meeting will not change as a result of any adjournments of the Company Meeting, unless required by applicable Laws; (e) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions of the constating documents of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; (df) for the grant of the Dissent Rights to those Company Shareholders who are registered Company Shareholders as contemplated set forth in the Plan of Arrangement; (eg) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (g) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (h) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by Canadian Securities Law; (i) that the Purchaser intends it is Buyer’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act, subject to and conditioned on the Court’s determination that the terms and conditions of the Arrangement are substantively and procedurally fair to the Company Shareholders Act with respect to the issuance of the Consideration Shares in exchange for Company Common Buyer Shares pursuant to the Arrangement., based on the Court’s approval of the Arrangement; and (ji) for such other matters as the Purchaser Buyer may reasonably require, subject to obtaining the prior consent of the Company, such consent not to be unreasonably withheld or delayedacting reasonably.

Interim Order. As soon as reasonably practicable after the date of this Agreement, but and in any event at such time so as to permit the Company Meeting to be held on or before June 22, 2017the date specified in Section 2.06, the Company shall apply in a manner reasonably acceptable to the Purchaser pursuant to Section section 192 of the CBCA and, in cooperation co-operation with the PurchaserParent, prepare, file and diligently pursue a motion an application for the Interim Order, Order which must shall provide, among other things: (a) for the persons and classes class of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be: (i) 662/3not less than 66 2/3% of the votes cast on the Arrangement Resolution by Company Shareholders present in person or by proxy at the Company MeetingMeeting voting together as a single class; and (ii) “majority of the minority” such other approval, if any, as is required pursuant to by MI 61-101; (c) that the Company Meeting may be held in-person or be an entirely virtual meeting or hybrid meeting whereby Company Shareholders may join virtually; (d) that the Company Meeting may be adjourned or postponed from time to time in accordance with this Agreement without the need for additional approval by the Court, and without the need to first convene the Company Meeting or first obtain any vote of the Company Shareholders respecting the adjournment or postponement; (e) that the record date for Company Shareholders entitled to notice of and to vote at the Company Meeting will not change as a result of any adjournments of the Company Meeting unless required by applicable Laws; (f) that the deadline for submission of proxies by the Company Shareholders for the Company Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Halifax, Nova Scotia and Toronto, Ontario) prior to the Company Meeting, subject to waiver by the Company in accordance with the terms of this Agreement; (g) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions of the constating documents of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; (dh) for the grant of the Dissent Rights to those Company Shareholders who are registered Company Shareholders as contemplated set forth in the Plan of Arrangement; (ei) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fj) for such other matters as either of the Parties may reasonably require, subject to obtaining the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned or delayed; and (k) that it is the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval intention of the Court; (g) confirmation Parties to rely, by virtue of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Final Order; (h) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by Canadian Securities Law; (i) that the Purchaser intends to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Exemption and any exemption available under applicable Securities ActLaws, subject to and conditioned on the Court’s determination that the terms and conditions of the Arrangement are substantively and procedurally fair to the Company Shareholders with respect to the issuance of the Consideration Shares in exchange for Company Common Shares to be issued pursuant to the Arrangement to the Company Shareholders in the United States, based on the Court's approval of the Arrangement. (j) for such other matters as the Purchaser may reasonably require, subject to obtaining the prior consent of the Company, such consent not to be unreasonably withheld or delayed.

Interim Order. As soon as reasonably practicable after the date of this AgreementThe application referred to in Section 2.2(b) shall, but in any event on or before June 22, 2017, unless the Company shall apply in a manner reasonably acceptable to and the Purchaser pursuant to Section 192 of the CBCA andotherwise agree, in cooperation with the Purchaser, prepare, file and diligently pursue include a motion for request that the Interim Order, which must Order provide, among other things: (a) for the persons and classes class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that confirmation of the required level of approval (the “Required Approval”) record date for the Arrangement Resolution shall be: (i) 662/3% purposes of determining the votes cast on the Arrangement Resolution by Company Shareholders present in person or by proxy entitled to receive notice of and vote at the Company Meeting; Meeting (which date shall be fixed and (ii) “majority of published by the minority” approval, if required pursuant to MI 61-101Company in consultation with the Purchaser); (c) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; (d) for the grant of the Dissent Rights to those Company Shareholders who are registered Company Shareholders as contemplated in the Plan of Arrangement; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval by the Court and without the necessity of first convening the Company Meeting or first obtaining any vote of the CourtCompany Shareholders respecting the adjournment or postponement, and notice of any such adjournment or postponement shall be given by such method as the Company Board may determine is appropriate in the circumstances; (g) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (hd) that the record date for the Company Shareholders entitled to receive notice of and to vote at the Company Meeting will not change in respect of or as a consequence of any adjournment(s) adjournment or postponement of the Company Meeting, unless required by Canadian Securities Law; (ie) that the Purchaser intends requisite and sole approval of the Arrangement Resolution will be: (i) 66⅔% of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting, and (ii) if required, a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting, excluding for the purposes of (ii) the votes for Company Shares held or controlled by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101; (f) that in all other respects, the terms, conditions and restrictions of the Company’s constating documents, including quorum requirements and other matters shall apply with respect to the Company Meeting; (g) that the Parties intend to rely upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof for the issuance of the U.S. Securities ActConsideration Shares to the Company Shareholders (including, for clarity, any Company RSU Holders whose Company RSUs vest and settle for Company Shares at the Effective Time) in exchange for their Company Shares, and the issuance of the Replacement Options to Company Optionholders in exchange for their Company Options, pursuant to the Arrangement, subject to and conditioned on the Court’s determination that the terms and conditions of the Arrangement are is substantively and procedurally fair to Company Shareholders who are entitled to receive Consideration Shares and to Company Optionholders who are entitled to receive Replacement Options pursuant to the Arrangement and based on the Court’s approval of the Arrangement; (h) for the grant of Dissent Rights to the Company Shareholders who are registered holders of Company Shares as contemplated in the Plan of Arrangement; (i) for the notice requirements with respect to the issuance presentation of the Consideration Shares in exchange for Company Common Shares pursuant application to the Arrangement.Court for the Final Order; and (j) that each Company Securityholder and any other affected person shall have the right to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response by the time stipulated in the Interim Order; and, subject to the consent of the Company (such consent not to be unreasonably withheld or delayed) the Company shall also request that the Interim Order provide for such other matters as the Purchaser may reasonably require, subject to obtaining the prior consent of the Company, such consent not to be unreasonably withheld or delayed.