Common use of Interim Order Clause in Contracts

Interim Order. The petition for the application for the Interim Order will request that the Interim Order provide, among other things: (a) for the classes of Persons to whom notice is to be provided in respect of the Arrangement and the Meeting and for the manner in which such notice is to be provided; (b) confirmation of the Record Date for the purposes of determining the Foremost Shareholders entitled to receive notice of and vote at the Meeting in accordance with the Interim Order; (c) for the calling and holding of the Meeting for the purpose of, among other things, considering the Arrangement Resolution; (d) that the requisite shareholder approval for the Arrangement Resolution will be at least two-thirds of the votes cast by the Foremost Shareholders present in person or represented by proxy at the Meeting and entitled to vote at the Meeting (and, if required, minority approval pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions); (e) for the grant of Dissent Rights only as provided in Section 3.1(a) and Article 5 of the Plan of Arrangement; (f) that the Meeting may be adjourned or postponed from time to time by Foremost, in accordance with the terms of this Agreement, without the need for additional approval of the Court; (g) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (h) that each Foremost Shareholder and any other affected Person will 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 within the prescribed time and in accordance with the procedures set out in the Interim Order; (i) that, subject to the foregoing and in all other respects, other than as ordered by the Court, for the Meeting to be called, held and conducted in accordance with the provisions of the BCBCA, the articles and bylaws of Foremost and the Interim Order; and (j) for such other matters as Foremost may reasonably require.

Interim Order. The petition for As soon as reasonably practicable following the execution of this Agreement, and in any event in sufficient time to hold the MKS Meeting in accordance with Section 2.3, MKS shall apply to the Court in a manner acceptable to PTC, acting reasonably, pursuant to Section 182 of the OBCA and, in cooperation with PTC, prepare, file and diligently pursue an application for the Interim Order will request that Order, the Interim Order terms of which are reasonably acceptable to PTC, which shall provide, among other things: (a) for the classes class of Persons to whom notice is to be provided in respect of the Arrangement and the MKS Meeting and for the manner in which such notice is to be provided; (b) for confirmation of the Record Date record date for the purposes of determining the Foremost Shareholders entitled MKS Meeting referred to receive notice of and vote at the Meeting in accordance with the Interim OrderSubsection 2.3(a); (c) for the calling and holding of the Meeting for the purpose of, among other things, considering the Arrangement Resolution; (d) that the requisite shareholder approval for the Arrangement Resolution will shall be (i) at least two-thirds 662/3% of the votes cast on the Arrangement Resolution by the Foremost MKS Common Shareholders present in person or represented by proxy at the MKS Meeting and entitled to vote at the Meeting voting as a single class and (and, if required, minority ii) such other approval pursuant to Multilateral Instrument as is required by MI 61-101 - Protection (the “MKS Common Shareholder Approval”); (d) that, in all other respects, the terms, conditions and restrictions of Minority Security Holders the MKS constating documents, including quorum requirements and other matters, shall apply in Special Transactions)respect of the MKS Meeting; (e) for the grant of Dissent Rights only as provided in Section 3.1(a) and Article 5 of to the Plan of ArrangementMKS Common Shareholders who are registered MKS Common Shareholders; (f) that the Meeting may be adjourned or postponed from time to time by Foremost, in accordance with the terms of this Agreement, without the need for additional approval of the Court; (g) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (h) that each Foremost Shareholder and any other affected Person will 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 within the prescribed time and in accordance with the procedures set out in the Interim Order; (i) that, subject to the foregoing and in all other respects, other than as ordered by the Court, for the Meeting to be called, held and conducted in accordance with the provisions of the BCBCA, the articles and bylaws of Foremost and the Interim Order; and (jg) that the MKS Meeting may be adjourned or postponed from time to time by the MKS Board subject to the terms of this Agreement without the need for such other matters as Foremost may reasonably requireadditional approval of the Court.

Interim Order. The petition for As soon as reasonably practicable after the application date of this Agreement, and in any case in sufficient time to permit the Meeting to be held by the date specified in Section 2.3(1), Company shall apply, in a manner acceptable to Purchaser, acting reasonably, pursuant to Section 291 of the BCBCA, in cooperation with Purchaser, and prepare, file and diligently pursue an application, for the Interim Order will request that the Interim Order Order, which shall provide, among other things: (a) for the classes calling and holding of the Meeting for the purpose of considering and, if deemed advisable, approving the Arrangement; (b) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Meeting and for the manner in which such notice is to be provided; (bc) for confirmation of the Record Date for the purposes of determining the Foremost Shareholders entitled to receive notice of and vote at the Meeting record date in accordance with the Interim Order; (c) for the calling and holding respect of the Meeting for the purpose of, among other things, considering the Arrangement Resolutionreferred to in Section 2.3(1); (d) that the requisite shareholder required level of approval for the Arrangement Resolution will shall be at least two-thirds 662⁄3% of the votes cast on the Arrangement Resolution by the Foremost Company Shareholders present in person or represented by proxy at the Meeting and entitled to vote at the Meeting (and, if required, minority approval pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions)Meeting; (e) for that, in all other respects, other than as ordered by the grant of Dissent Rights only as provided in Section 3.1(a) Court, the terms, restrictions and Article 5 conditions of the Plan Constating Documents, including quorum requirements and all other matters, shall apply in respect of Arrangementthe Meeting; (f) that for the Meeting may be adjourned or postponed from time to time by Foremost, in accordance with the terms of this Agreement, without the need for additional approval grant of the CourtDissent Rights to those Company Shareholders who are registered Company Shareholders as contemplated in the Plan of Arrangement; (g) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (h) that each Foremost Shareholder and any other affected Person will have the right Meeting may be adjourned or postponed from time 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 within the prescribed time and by Company in accordance with the procedures set out in terms of this Agreement without the Interim Orderneed for additional approval of the Court; (i) thatexcept as required by Law, subject that the record date for the Company Shareholders entitled to notice of and to vote at the Meeting will not, unless agreed to in writing by the Purchaser and the Company, change in respect or as a consequence of any adjournment(s) or postponement(s) of the Meeting; (j) that it is Purchaser’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the foregoing issuance of Purchaser Shares and in all other respectsReplacement Incentive Securities to be issued pursuant to the Arrangement (including those potentially issuable even after the Effective Date, other than as ordered by including upon conversion or exercise of the Replacement Incentive Securities), based on the Court, for ’s determination that the Meeting Arrangement is substantially and procedurally fair and reasonable to be called, held and conducted the Company Securityholders participating in accordance with the provisions of the BCBCA, the articles and bylaws of Foremost and the Interim OrderArrangement; and (jk) for such other matters as Foremost Purchaser may reasonably require, subject to obtaining the prior consent of Company, such consent not to be unreasonably withheld or delayed.

Interim Order. The petition for the application for the Interim Order will referred to in Section 1.2(b) shall request that the Interim Order provide, among other things: (a) for confirmation of the record date for the Special Meeting; (b) for the classes of Persons persons to whom notice is to be provided in respect of the Arrangement and the Special Meeting and for the manner in which such notice is to be provided; (b) confirmation of the Record Date for the purposes of determining the Foremost Shareholders entitled to receive notice of and vote at the Meeting in accordance with the Interim Order; (c) for the calling and holding of the Meeting for the purpose of, among other things, considering the Arrangement Resolution; (d) that the requisite shareholder approval for the Arrangement Resolution will shall be at least two-thirds of the votes cast on the Arrangement Resolution by the Foremost Shareholders holders of Shares entitled to vote thereon and present in person or represented by proxy at the Meeting Special Meeting; (d) that, in all other respects, the terms, restrictions and entitled to vote at conditions of the Meeting (andCharter Documents of the Company, if requiredincluding quorum requirements and all other matters, minority approval pursuant to Multilateral Instrument 61-101 - Protection shall apply in respect of Minority Security Holders in the Special Transactions)Meeting; (e) for the grant of the Dissent Rights only as provided in Section 3.1(a) and Article 5 of the Plan of ArrangementRights; (f) that the Meeting may be adjourned or postponed from time to time by Foremost, in accordance with the terms of this Agreement, without the need for additional approval of the Court; (g) for the notice requirements with respect to the presentation making of the application to the Court for the Final Order; (g) that the Special Meeting may be adjourned or postponed from time to time by the Company without the need for additional approval of the Court; (h) that each Foremost Shareholder the record date for the holders of Shares entitled to notice of and any other affected Person will have the right to appear before the Court vote at the hearing Special Meeting will not change in respect of any adjournment(s) or postponement(s) of the Court to approve the application for the Final Order so long as they enter a response within the prescribed time and in accordance with the procedures set out in the Interim Order; (i) that, subject to the foregoing and in all other respects, other than as ordered by the Court, for the Meeting to be called, held and conducted in accordance with the provisions of the BCBCA, the articles and bylaws of Foremost and the Interim OrderSpecial Meeting; and (ji) for such other matters as Foremost Parent or Sub may reasonably requirerequire subject to obtaining the prior consent of the Company, such consent not to be unreasonably withheld or delayed.

Interim Order. The petition notice of motion for the application for the Interim Order will referred to in Section 2.2(2) shall request that the Interim Order provide, among other things: (a1) for confirmation of the record date for the Special Meeting referred to in Section 2.2(3); (2) for the classes of Persons persons to whom notice is to be provided in respect of the Arrangement and the Special Meeting and for the manner in which such notice is to be provided; (b) confirmation of the Record Date for the purposes of determining the Foremost Shareholders entitled to receive notice of and vote at the Meeting in accordance with the Interim Order; (c) for the calling and holding of the Meeting for the purpose of, among other things, considering the Arrangement Resolution; (d3) that the requisite shareholder approval for the Arrangement Resolution will shall be at least two-thirds of the votes cast on the Arrangement Resolution by the Foremost Certicom Shareholders present in person or represented by proxy at the Meeting and entitled to vote at the Meeting (and, if required, minority approval pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions)Meeting; (e4) that, in all other respects, the terms, restrictions and conditions of the Charter Documents of the Company, including quorum requirements and all other matters, shall apply in respect of the Special Meeting; (5) for the grant of the Dissent Rights only as provided in Section 3.1(a) and Article 5 of the Plan of ArrangementRights; (f) that the Meeting may be adjourned or postponed from time to time by Foremost, in accordance with the terms of this Agreement, without the need for additional approval of the Court; (g6) for the notice requirements with respect to the presentation making of the application to the Court for the Final Order; (h) that each Foremost Shareholder and any other affected Person will 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 within the prescribed time and in accordance with the procedures set out in the Interim Order; (i) that, subject to the foregoing and in all other respects, other than as ordered by the Court, for the Meeting to be called, held and conducted in accordance with the provisions of the BCBCA, the articles and bylaws of Foremost and the Interim Order; and (j7) for such other matters as Foremost the Acquiror may reasonably requirerequire subject to obtaining the prior consent of the Company, such consent not to be unreasonably withheld or delayed; and (8) that the Special Meeting may be adjourned or postponed from time to time by the Company in accordance with this Arrangement Agreement without the need for additional approval by the Court. In the event that the Court does not issue the Interim Order as set forth herein, the Acquiror will agree to effect the transactions contemplated herein by way of a take-over bid and to enter into a support agreement with Certicom in support thereof, having the same terms, to the extent applicable, as this Arrangement Agreement.

Interim Order. The petition for application referred to in Section 2.2(a) shall, unless the application for Company and the Interim Order will Purchaser otherwise agree, include a request that the Interim Order provide, among other things: (a) for the 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) confirmation of for the Record Date record date for the purposes of determining the Foremost Shareholders entitled to receive notice of and to vote at the Meeting in accordance with the Interim OrderCompany Meeting; (c) for the calling and holding of the Meeting for the purpose of, among other things, considering the Arrangement Resolution; (d) that the requisite shareholder approval for the Arrangement Resolution will be at least two-thirds of the votes cast by the Foremost Shareholders present in person or represented by proxy at the Meeting and entitled to vote at the Meeting (and, if required, minority approval pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions); (e) for the grant of Dissent Rights only as provided in Section 3.1(a) and Article 5 of the Plan of Arrangement; (f) that the Company Meeting may be adjourned or postponed from time to time by Foremost, in accordance with the terms of this Agreement, Company without the need for any additional approval by the Court; (d) that the record date for the 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 or postponement of the Company Meeting; (e) that the requisite and sole approval of the CourtArrangement Resolution will be: (i) 662/3% of the votes cast on the Arrangement Resolution by the Shareholders present in person or by proxy at the Company Meeting (with each Shareholder being entitled to one vote for each Common Share held by such Shareholder); and (ii) if required by MI 61-101, minority approval in accordance with MI 61-101; (f) for the grant of Dissent Rights to Shareholders who are registered holders of Common Shares; (g) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;; and (h) that each Foremost Shareholder and any other affected Person will 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 within the prescribed time and in accordance with the procedures set out in the Interim Order; (i) that, subject to the foregoing and in all other respects, the terms, restrictions and conditions of the constating documents of the Company, including quorum requirements and all other than as ordered by matters, shall apply in respect of the CourtCompany Meeting; and, for subject to the Meeting consent of the Company (such consent not to be calledunreasonably withheld or delayed), held and conducted in accordance with the provisions of the BCBCA, the articles and bylaws of Foremost and shall also include a request that the Interim Order; and (j) Order provide for such other matters as Foremost the Purchaser may reasonably require.

Interim Order. The petition for the application for the Interim Order will referred to in Section 2.2(a) shall request that the Interim Order provide, among other things: (a) for the classes class of Persons persons to whom notice is to be provided in respect of the Arrangement (such class of persons being the Partnership Unitholders and the Corporation Shareholders), the Partnership Meeting (such class of persons being the Partnership Unitholders) and for the manner in which such notice is to be provided; (b) confirmation of the Record Date for the purposes of determining the Foremost Shareholders entitled to receive notice of and vote at the Meeting in accordance with the Interim Order; (c) for the calling and holding of the Meeting for the purpose of, among other things, considering the Arrangement Resolution; (d) that the requisite shareholder approval for the Arrangement Resolution will shall be (i) at least two-thirds 66 2/3% of the votes cast on the Arrangement Resolution by the Foremost Shareholders Partnership Unitholders present in person or represented by proxy at the Meeting Partnership Meeting, and entitled to vote (ii) at least a majority of the votes cast on the Arrangement Resolution by Partnership Unitholders present in person or represented by proxy at the Meeting (andPartnership Meeting, if required, minority approval after excluding the votes cast by those Persons whose votes are required to be excluded pursuant to Multilateral Instrument MI 61-101 - Protection of Minority Security Holders in Special Transactions(the “Partnership Unitholder Approval”); (ec) for that, in all other respects, the grant of Dissent Rights only as provided in Section 3.1(a) terms, restrictions and Article 5 conditions of the Plan Partnership Agreement, including quorum requirements and all other matters, shall apply in respect of Arrangementthe Partnership Meeting; (f) that the Meeting may be adjourned or postponed from time to time by Foremost, in accordance with the terms of this Agreement, without the need for additional approval of the Court; (gd) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (he) that each Foremost Shareholder and any other affected Person will have the right Partnership Meeting may be adjourned or postponed from time to appear before time in compliance with Section 4.19(b) by the Court at Partnership Entities, without the hearing need for additional approval of the Court to approve the application for the Final Order so long as they enter a response within the prescribed time and in accordance with the procedures set out in the Interim OrderCourt; (if) that, subject to that the foregoing and in all other respects, other than as ordered by the Court, record date for the Partnership Unitholders entitled to notice of and to vote at the Partnership Meeting to be called, held and conducted will not change in accordance with the provisions respect or as a consequence of any adjournment(s) or postponement(s) of the BCBCA, the articles and bylaws of Foremost and the Interim OrderPartnership Meeting; and (jg) for such other matters as Foremost the Purchaser may reasonably require, subject to obtaining the prior consent of the Partnership Entities, such consent not to be unreasonably withheld or delayed.

Interim Order. The petition for the joint application for the Interim Order will referred to in Paragraphs 2.2(a) and 2.3(a) shall request that the Interim Order provide, among other things: (a) for the classes class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Fund Meeting and the IRE Meeting (such class of persons being the Fund Unitholders in respect of the Fund and the IRE Shareholders in respect of IRE) and for the manner in which such notice is to be provided; (b) confirmation that the requisite approval for the resolution approving the Arrangement to be place before the Fund Meeting shall be (i) at least 66 2/3% of the Record Date for votes cast on the purposes resolution by Fund Unitholders present in person or by proxy, and (ii) at least a majority of determining the Foremost Shareholders entitled votes cast on the resolution by Fund Unitholders present in person or by proxy, after excluding the votes cast by those Persons whose votes are required to receive notice of and vote at the Meeting in accordance with the Interim Orderbe excluded pursuant to MI 61-101; (c) that the requisite approval for the calling and holding resolution approving the Arrangement to be place before the IRE Meeting shall be (i) at least 66 2/3% of the Meeting for votes cast on the purpose ofresolution by IRE Shareholders present in person or by proxy, among other things, considering and (ii) any additional vote required by the Arrangement ResolutionTSX; (d) that that, in all other respects, the requisite shareholder approval for the Arrangement Resolution will be at least two-thirds terms, restrictions and conditions of the votes cast by Fund Indenture, including quorum requirements and all other matters, shall apply in respect of the Foremost Shareholders present in person or represented by proxy at the Meeting and entitled to vote at the Meeting (and, if required, minority approval pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions)Fund Meeting; (e) that, in all other respects, the terms, restrictions and conditions of the articles and by-laws of IRE, including quorum requirements and all other matters, shall apply in respect of the IRE Meeting; (f) for the grant of Dissent Rights only as provided set forth in Section 3.1(a) and Article 5 of the Plan of Arrangement; (f) that the Meeting may be adjourned or postponed from time to time by Foremost, in accordance with the terms of this Agreement, without the need for additional approval of the Court; (g) for the notice requirements with respect to the presentation of the joint application to the Court for the Final Order;; and (h) that each Foremost Shareholder and any other affected Person will have the right Fund Meeting and/or the IRE Meeting may be adjourned or postponed from time to appear before time in compliance with Section 2.6 by the Court at Fund or IRE, as applicable, without the hearing need for additional approval of the Court to approve the application for the Final Order so long as they enter a response within the prescribed time and in accordance with the procedures set out in the Interim Order; (i) that, subject to the foregoing and in all other respects, other than as ordered by the Court, for the Meeting to be called, held and conducted in accordance with the provisions of the BCBCA, the articles and bylaws of Foremost and the Interim Order; and (j) for such other matters as Foremost may reasonably require.

Interim Order. (1) The petition notice of motion for the application for the Interim Order will referred to in Section 2.1(a) shall, among other things as mutually agreed, request that the Interim Order provide, among other things: (a) for the classes class of Persons to whom notice is to be provided in respect of the Arrangement and the Aliant Meeting and for the manner in which such notice is to be provided; (b) confirmation of the Record Date for the purposes of determining the Foremost Shareholders entitled to receive notice of and vote at the Meeting in accordance with the Interim Order; (c) for the calling and holding of the Meeting for the purpose of, among other things, considering the Arrangement Resolution; (d) that the requisite shareholder approval for the Arrangement Resolution will shall be at least two-thirds of the votes cast on the Arrangement Resolution by the Foremost Shareholders holders of the Aliant Common Shares present in person or represented by proxy at the Meeting and entitled to vote at the Aliant Meeting (andsubject to subsection (3) below), if required, minority together with the approval pursuant to Multilateral Instrument of Arrangement Resolution by over 50% of the votes cast by the “minority” of the holders of the Aliant Common Shares as contemplated in section 5.6 of OSC Rule 61-101 - Protection 501 and section 5.7 of Minority Security Holders Quebec Regulation Q-27; (c) for approval of the Aliant Circular; (d) that, in Special Transactions);all other respects, the terms, restrictions and conditions of the by-laws and articles of Aliant, including quorum requirements and all other matters, shall apply in respect of the Aliant Meeting; and (e) for the grant of the Dissent Rights only to holders of Aliant Common Shares. (2) The parties agree that they shall use their Best Efforts to seek any other securityholder approvals as provided may be required under applicable Laws to consummate the Arrangement. (3) Despite anything to the contrary contained herein, the parties agree that, in Section 3.1(a) and Article 5 the event that the Aliant Meeting is held prior to the effective redemption date of the Plan of Arrangement; (f) Aliant Preference Shares, then they shall request that the Meeting may be adjourned or postponed from time Interim Order provide for the holders thereof to time by Foremost, in accordance vote together with the terms of this Agreement, without the need for additional approval holders of the Court; Aliant Common Shares in determining whether the requisite Aliant Shareholder Approval (g) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (h) that each Foremost Shareholder and any other affected Person will 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 within the prescribed time and in accordance with the procedures set out in the Interim Order; (i) that, subject to the foregoing and in all other respects, other than as ordered by the Courtthan, for the Meeting to be calledgreater certainty, held and conducted in accordance with the provisions of the BCBCA, the articles and bylaws of Foremost and the Interim Order; and (jthat required under OSC Rule 61-501 or Quebec Regulation Q-27) for such other matters as Foremost may reasonably requireis obtained.

Interim Order. The petition for As soon as reasonably practicable following the execution of this Agreement, and in any event in sufficient time to hold the Primero Shareholder Meeting in accordance with Section 2.3, Primero shall apply to the Court in a manner acceptable to First Majestic, acting reasonably, pursuant to the Business Corporations Act and prepare, file and diligently pursue an application for the Interim Order will request that the Interim Order Order, which shall provide, among other things: (a) for the classes class of Persons to whom notice is to be provided in respect of the Arrangement and the Primero Shareholder Meeting and for the manner in which such notice is to be provided; (b) confirmation of the Record Date for the purposes of determining the Foremost Shareholders entitled to receive notice of and vote at the Meeting in accordance with the Interim Order; (c) for the calling and holding of the Meeting for the purpose of, among other things, considering the Arrangement Resolution; (d) that the requisite shareholder approval for the Arrangement Resolution will shall be at least two-thirds of the votes cast on the Arrangement Resolution by the Foremost Primero Shareholders present in person or represented by proxy at the Primero Shareholder Meeting and entitled to vote at the Meeting (and, if requiredrequired by MI 61-101, minority approval pursuant to Multilateral Instrument in accordance with MI 61-101 - Protection of Minority Security Holders in Special Transactions(the “Primero Shareholder Approval); (ec) that, in all other respects, the terms, restrictions and conditions of the articles of Primero, including quorum requirements and all other matters, shall apply in respect of the Primero Shareholder Meeting; (d) for the grant of the Dissent Rights only as provided in Section 3.1(a) and Article 5 of the Plan of ArrangementRights; (f) that the Meeting may be adjourned or postponed from time to time by Foremost, in accordance with the terms of this Agreement, without the need for additional approval of the Court; (ge) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (hf) that each Foremost the Primero Shareholder and any other affected Person will have Meeting may be adjourned or postponed from time to time by 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 within the prescribed time and in accordance with the procedures set out in the Interim Order; (i) thatPrimero Board, subject to the foregoing and in all other respectsterms of this Agreement, other than as ordered by without the need for additional approval of the Court, for the Meeting to be called, held and conducted in accordance with the provisions of the BCBCA, the articles and bylaws of Foremost and the Interim Order; and (jg) for such other matters as Foremost First Majestic or Primero may reasonably require, subject to obtaining the prior consent of the other Party, such consent not to be unreasonably withheld or delayed.

Interim Order. The petition for (1) As soon as reasonably practicable after the application date of this Agreement, but in any event at a time so as to permit the Company Meeting to be held on or before the date specified in Section 2.3(1)(a), the Company shall apply to the Court in a manner reasonably acceptable to the Purchaser pursuant to Section 291 of the BCBCA and, in cooperation with the Purchaser, prepare, file and diligently pursue a motion for the Interim Order will request that the Interim Order 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) for confirmation of the Record Date record date for the purposes of determining the Foremost Shareholders entitled Company Meeting referred to receive notice of and vote at the Meeting in accordance with the Interim OrderSection 2.3(1)(c); (c) that the required level of approval (the “Required Approval”) for the calling and holding Arrangement Resolution shall be at least: (i) 662/3% of the Meeting for the purpose of, among other things, considering votes cast on the Arrangement ResolutionResolution by Company Shareholders and Company Exchangeable Shareholders, voting together as a single class; (ii) if required by applicable Law, a simple majority of the votes cast on the Arrangement Resolution excluding the votes for Company Shares held by “related parties” and “interested parties” as defined under MI 61-101; and (iii) any other shareholder approvals required by the CSE or the Nasdaq; (d) that that, in all other respects, the requisite shareholder approval for the Arrangement Resolution will be at least two-thirds terms, restrictions and conditions of the votes cast Company’s Constating Documents, including quorum requirements and all other matters, shall (unless varied by the Foremost Shareholders present Interim Order) apply in person or represented by proxy at respect of the Meeting and entitled to vote at the Meeting (and, if required, minority approval pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions)Company Meeting; (e) for the grant of the Dissent Rights only to those Company Shareholders who are registered Company Shareholders as provided contemplated in Section 3.1(a) and Article 5 of the Plan of Arrangement; (f) that the Meeting may be adjourned or postponed from time to time by Foremost, in accordance with the terms of this Agreement, without the need for additional approval of the Court; (g) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (hg) that each Foremost Shareholder and any other affected Person will have the right Company Meeting may be adjourned or postponed from time to appear before time by the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response within the prescribed time and Company in accordance with the procedures set out in terms of this Agreement without the Interim Orderneed for additional approval of the Court; (h) that the Company Meeting may be held in-person or be an entirely virtual meeting or hybrid meeting whereby Company Securityholders may join virtually; (i) thatthat the record date for Company Securityholders 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, subject unless required by Securities Law; (j) that the deadline for submission of proxies by the Company Securityholders for the Company Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Toronto, Ontario and Vancouver, British Columbia) prior to the foregoing and in all other respects, other than as ordered by the Court, for the Meeting to be called, held and conducted in accordance with the provisions of the BCBCA, the articles and bylaws of Foremost and the Interim OrderCompany Meeting; and (jk) for such other matters as Foremost may reasonably requirethat it is the intention of the Parties to rely, by virtue of the Final Order, upon the Section 3(a)(10) Exemption with respect to the issuance of the Consideration Shares, the Replacement Options and the Replacement Warrants to be issued pursuant to the Arrangement to Company Shareholders and holders of Company Convertible Securities, based on the Court’s approval of the Arrangement.

Interim Order. The petition for application referred to in Section 2.2(a) shall, unless the application for Company and the Interim Order will Purchaser otherwise agree, include a request that the Interim Order provide, among other things: (a) for the 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) confirmation of that the Record Date record date for the purposes of determining the Foremost Shareholders entitled to receive notice of and to vote at the Company Meeting will not change in accordance with respect of or as a consequence of any adjournment or postponement of the Company Meeting; (c) that the requisite approval for the Arrangement Resolution shall be 662/3% of the votes cast on the Arrangement Resolution by the Shareholders present in person or by proxy at the Company Meeting voting together as a single class, and, if required by applicable Laws, a majority of the votes cast by Shareholders present in person or by proxy at the Company Meeting, excluding for this purpose votes attached to Company Shares required to be excluded pursuant to MI 61-101 or as modified by the Interim Order; (c) for the calling and holding of the Meeting for the purpose of, among other things, considering the Arrangement Resolution; (d) that the requisite shareholder approval for the Arrangement Resolution will be at least two-thirds of the votes cast by the Foremost Shareholders present in person or represented by proxy at the Meeting and entitled to vote at the Meeting (and, if required, minority approval pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions); (e) for the grant of Dissent Rights only as provided set forth in Section 3.1(a) and Article 5 of the Plan of Arrangement; (f) that the Meeting may be adjourned or postponed from time to time by Foremost, in accordance with the terms of this Agreement, without the need for additional approval of the Court; (ge) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (hf) that each Foremost Shareholder and any other affected Person will have the right Company Meeting may be adjourned or postponed from time to appear before the Court at the hearing time by management of the Court to approve the application for the Final Order so long as they enter a response within the prescribed time and in accordance with the procedures set out in the Interim Order; (i) thatCompany, subject to the foregoing and in all other respectsterms of this Agreement, other than as ordered by without the need for additional approval of the Court, for ; (g) subject to the Meeting consent of the Company (such consent not to be calledunreasonably withheld or delayed), held and conducted in accordance with the provisions of the BCBCA, the articles and bylaws of Foremost and shall also include a request that the Interim Order; and (j) Order provide for such other matters as Foremost the Purchaser may reasonably require; and (h) that the transactions contemplated by the Arrangement shall be exempt from the application of the Bulk Sales Act (Ontario).