Common use of Mutual Conditions Precedent Clause in Contracts

Mutual Conditions Precedent. The obligations of the Parties to complete the transactions contemplated by this Agreement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to the Company or the Acquiror, acting reasonably, on appeal or otherwise; (b) the Court shall have determined that the terms and conditions of the Plan of Arrangement are procedurally and substantively fair to holders of Company Securityholders, and the Final Order shall have been granted in a form satisfactory to the Company and the Acquiror, acting reasonably; (c) the Company Shareholder Approval shall have been obtained at the Company Meeting in accordance with the Interim Order; (d) there shall not exist any prohibition at Law or any action taken, pending or threatened under any applicable Law or by any Governmental Entity, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, against Acquiror or the Company which shall prevent the consummation of the Arrangement; (e) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (f) this Agreement shall not have been terminated in accordance with its terms; and (g) the distribution of the securities pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces and territories of Canada or by virtue of applicable exemptions under Securities Laws and shall not be subject to resale restrictions under applicable Securities Laws (other than as applicable to control persons or pursuant to section 2.6 of National Instrument 45-102 – Resale of Securities of the Canadian Securities Administrators).

Mutual Conditions Precedent. The respective obligations of the Parties to complete the transactions contemplated by this Agreement Arrangement are subject to the fulfillment, fulfillment of each of the following conditions precedent on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Arrangement Resolution shall have been approved and adopted by the Aastra Shareholders at the Aastra Meeting in accordance with the Interim Order; (b) the Mitel Shareholder Approval shall have been obtained; (c) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to the Company or the AcquirorAastra and Mitel, acting reasonably, on appeal or otherwise; (bd) the Court no Governmental Entity shall have determined that enacted, issued, promulgated, enforced or entered any Law which is then in effect and has the terms and conditions effect of making the Plan of Arrangement are procedurally and substantively fair to holders of Company Securityholders, and the Final Order shall have been granted in a form satisfactory to the Company and the Acquiror, acting reasonably; (c) the Company Shareholder Approval shall have been obtained at the Company Meeting in accordance with the Interim Order; (d) there shall not exist any prohibition at Law illegal or any action taken, pending otherwise preventing or threatened under any applicable Law or by any Governmental Entity, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, against Acquiror or the Company which shall prevent the prohibiting consummation of the Arrangement; (e) the Key Regulatory Approvals Articles of Arrangement to be filed with the Director in accordance with this Agreement shall be in form and Key Third Party Consents shall have been obtainedsubstance acceptable to each of the Parties, acting reasonably; (f) this Agreement shall not have been terminated the receipt of Investment Canada Approval and the French Determination, in accordance with its terms; andeach case without an Unreasonable Condition; (g) the distribution of Consideration Shares and the securities Option Shares shall, subject to customary conditions, have been approved for listing on the TSX and the NASDAQ; and (h) the Consideration Shares to be issued pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable the U.S. Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces and territories of Canada or by virtue of applicable exemptions under Securities Laws and shall not be subject to resale restrictions under applicable Securities Laws (other than as applicable to control persons or Act pursuant to section 2.6 of National Instrument 45-102 – Resale of Securities of the Canadian Securities Administrators)Section 3(a)(10) thereof.

Mutual Conditions Precedent. The respective obligations of the Parties to complete the Arrangement and the transactions contemplated by this Agreement the Plan of Arrangement are subject to the fulfillment, satisfaction on or before the Effective Time, of each Date of the following conditions precedentconditions, each of which may only be waived with are for the mutual consent benefit of the PartiesAcquisition Sub, Parent and Target: (a) no Governmental Authority shall have enacted, issued, promulgated, enforced, made, entered, issued or applied any Applicable Law (whether temporary, preliminary or permanent) including a cease trade order or other prohibition or order that makes the Interim Order and Arrangement illegal or otherwise directly or indirectly enjoins, restrains or otherwise prohibits consummation of the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to the Company Arrangement or the Acquiror, acting reasonably, on appeal other transactions contemplated herein or otherwisein the Plan of Arrangement; (b) the Court shall have determined that the terms and conditions of the Plan of Arrangement are procedurally and substantively fair to holders of Company SecurityholdersRegulatory Approvals, Shareholder Approval and the Final Order shall have been granted in a form satisfactory to the Company and the Acquiror, acting reasonablyobtained; (c) the Company Shareholder Approval Articles of Arrangement shall have been obtained at the Company Meeting in accordance filed with the Interim OrderDirector and a certificate of arrangement shall have been issued by the Director in respect thereof; (d) there shall not exist any prohibition at Law or any action takenthe distribution, pending or threatened under any applicable Law or by any Governmental Entityoffer, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, against Acquiror or the Company which shall prevent the consummation of the Arrangement; (e) the Key Regulatory Approvals sale and Key Third Party Consents shall have been obtained; (f) this Agreement shall not have been terminated in accordance with its terms; and (g) the distribution issuance of the securities pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws Canadian securities laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces and territories of Canada or by virtue of applicable exemptions under Securities Laws Canadian securities laws; and (e) the distribution, offer, sale and issuance of securities pursuant to the Arrangement shall not be subject to resale restrictions require registration under applicable (i) the Securities Laws (other than as applicable to control persons or Act pursuant to section 2.6 of National Instrument 45-102 – Resale of Securities of the Canadian Securities Administrators)Section 3(a)(10) Exemption or (ii) any state securities laws.

Mutual Conditions Precedent. The obligations of the Parties to complete the transactions contemplated by this Agreement Agreement, are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Arrangement Resolution shall have been approved and adopted by the Pacific Shareholders at the Pacific Meeting in accordance with the Interim Order; (b) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to the Company or the AcquirorPacific and Oceana, acting reasonably, on appeal or otherwise; (b) the Court shall have determined that the terms and conditions of the Plan of Arrangement are procedurally and substantively fair to holders of Company Securityholders, and the Final Order shall have been granted in a form satisfactory to the Company and the Acquiror, acting reasonably; (c) the Company Shareholder Approval shall have been obtained at the Company Meeting in accordance with the Interim Order; (d) there shall not exist any prohibition at Law or any action taken, pending or threatened under any applicable Law or by any Governmental EntityLaw, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, against Acquiror Oceana or the Company Pacific which shall prevent the consummation of the Arrangement; (d) Oceana Shares to be issued in the United States pursuant to the Arrangement shall be exempt from registration requirements under the U.S. Securities Act pursuant to Section 3(a)(10) of the U.S. Securities Act; (e) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (f) this Agreement shall not have been terminated in accordance with its terms; and (g) the distribution of the securities pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws either by virtue of exemptive relief from the Canadian securities regulatory authorities of each of the provinces and territories of Canada or laws by virtue of applicable exemptions under Securities Laws Canadian securities laws and shall not be subject to resale restrictions under applicable Securities Laws Canadian securities laws (other than as applicable to control persons or pursuant to section 2.6 of National Instrument 45-102 – Resale of Securities of the Canadian Securities Administrators102).

Mutual Conditions Precedent. The respective obligations of the Parties to complete the Arrangement and the transactions contemplated by this Agreement the Plan of Arrangement are subject to the fulfillment, satisfaction on or before the Effective Time, of each Date of the following conditions precedentconditions, each of which may only be waived with are for the mutual consent benefit of the PartiesBuyers, Parent and Sellers: (a) no Governmental Authority shall have enacted, issued, promulgated, enforced, made, entered, issued or applied any Applicable Law (whether - 102 - temporary, preliminary or permanent) including a cease trade order or other prohibition or order that makes the Interim Order and Arrangement illegal or otherwise directly or indirectly enjoins, restrains or otherwise prohibits consummation of the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to the Company Arrangement or the Acquiror, acting reasonably, on appeal other transactions contemplated herein or otherwisein the Plan of Arrangement; (b) the Court shall have determined that the terms and conditions of the Plan of Arrangement are procedurally and substantively fair to holders of Company SecurityholdersRegulatory Approvals, Shareholder Approval and the Final Order shall have been granted in a form satisfactory to the Company and the Acquiror, acting reasonablyobtained; (c) the Company Shareholder Approval Articles of Arrangement shall have been obtained at the Company Meeting in accordance filed with the Interim OrderDirector and a certificate of arrangement shall have been issued by the Director in respect thereof; (d) there shall not exist any prohibition at Law or any action takenthe distribution, pending or threatened under any applicable Law or by any Governmental Entityoffer, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, against Acquiror or the Company which shall prevent the consummation of the Arrangement; (e) the Key Regulatory Approvals sale and Key Third Party Consents shall have been obtained; (f) this Agreement shall not have been terminated in accordance with its terms; and (g) the distribution issuance of the securities pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws Canadian securities laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces and territories of Canada or by virtue of applicable exemptions under Securities Laws Canadian securities laws; and (e) the distribution, offer, sale and issuance of securities pursuant to the Arrangement shall not be subject to resale restrictions require registration under applicable (i) the Securities Laws (other than as applicable to control persons or Act pursuant to section 2.6 of National Instrument 45-102 – Resale of Securities of the Canadian Securities Administrators)Section 3(a)(10) Exemption or (ii) any state securities laws.

Mutual Conditions Precedent. The obligations of the Parties to complete the transactions contemplated by this Agreement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to the Company ▇▇▇▇▇▇ or the Acquiror, acting reasonably, on appeal or otherwise; (b) the Court shall have determined that the terms and conditions of the Plan of Arrangement are procedurally and substantively fair to holders of Company Securityholders, and the Final Order shall have been granted in a form satisfactory to the Company and the Acquiror, acting reasonably; (c) the Company ▇▇▇▇▇▇ Shareholder Approval shall have been obtained at the Company ▇▇▇▇▇▇ Meeting in accordance with the Interim Order; (c) the Acquiror Shareholder Approval shall have been obtained at the Acquiror Meeting; (d) there shall not exist any prohibition at Law or any action taken, pending or threatened under any applicable Law or by any Governmental EntityLaw, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, against Acquiror or the Company ▇▇▇▇▇▇ which shall prevent the consummation of the Arrangement; (e) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (f) this Agreement shall not have been terminated in accordance with its terms; and (g) the distribution of the securities pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws Canadian securities laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces and territories of Canada or by virtue of applicable exemptions under Securities Laws Canadian securities laws and shall not be subject to resale restrictions under applicable Securities Laws Canadian securities laws (other than as applicable to control persons or pursuant to section Section 2.6 of National Instrument 45-102 – Resale of Securities of the Canadian Securities Administrators102).

Mutual Conditions Precedent. The obligations of the Parties to complete the transactions contemplated by this Agreement Arrangement are subject to the fulfillment, fulfillment of each of the following conditions precedent on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived in whole or in part with the mutual consent of the Parties: (a) the Arrangement Resolution shall have been approved and adopted by the Company Shareholders at the Company Meeting in accordance with the Interim Order; (b) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to the Company or the Acquirorand ▇▇▇▇▇▇, acting reasonably, on appeal or otherwise; (bc) the Court no Governmental Entity shall have determined that enacted, issued, promulgated, enforced or entered any Law which is then in effect and has the terms and conditions effect of making the Plan of Arrangement are procedurally and substantively fair to holders of Company Securityholders, and the Final Order shall have been granted in a form satisfactory to the Company and the Acquiror, acting reasonably; (c) the Company Shareholder Approval shall have been obtained at the Company Meeting in accordance with the Interim Order; (d) there shall not exist any prohibition at Law illegal or any action taken, pending otherwise preventing or threatened under any applicable Law or by any Governmental Entity, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, against Acquiror or the Company which shall prevent the prohibiting consummation of the Arrangement; (d) the Consideration Shares shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof and the prospectus requirements of the Securities Act; (e) either (a) the Key Regulatory Approvals Consideration Shares have not been offered to the public in the United Kingdom in circumstances requiring a prospectus to be made available to the public in accordance with section 85(1) of the United Kingdom Financial Services and Key Third Party Consents Markets Act 2000 (the “FSMA”); or (b) a prospectus prepared in accordance with the Prospectus Rules of the United Kingdom Financial Services Authority (the “FSA”) made under section 73A of the FSMA and approved by the FSA under section 87A of the FSMA has been filed with the FSA in accordance with Rule 3.2 of the Prospectus Rules prior to any such offer to the public; (f) Competition Act Approval shall have been obtained; (fg) this Agreement HSR Approval shall not have been terminated in accordance with its termsobtained; and (gh) the distribution of the securities pursuant to the Arrangement Investment Canada Act Approval shall be exempt from the prospectus and registration requirements of applicable Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces and territories of Canada or by virtue of applicable exemptions under Securities Laws and shall not be subject to resale restrictions under applicable Securities Laws (other than as applicable to control persons or pursuant to section 2.6 of National Instrument 45-102 – Resale of Securities of the Canadian Securities Administrators)have been obtained.

Mutual Conditions Precedent. The respective obligations of the Parties to complete the Arrangement and the transactions contemplated by this Agreement the Plan of Arrangement are subject to the fulfillment, satisfaction on or before the Effective Time, of each Date of the following conditions precedentconditions, each of which may only be waived with are for the mutual consent benefit of the PartiesBuyers, Parent and Sellers: (a) no Governmental Authority shall have enacted, issued, promulgated, enforced, made, entered, issued or applied any Applicable Law (whether temporary, preliminary or permanent) including a cease trade order or other prohibition or order that makes the Interim Order and Arrangement illegal or otherwise directly or indirectly enjoins, restrains or otherwise prohibits consummation of the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to the Company Arrangement or the Acquiror, acting reasonably, on appeal other transactions contemplated herein or otherwisein the Plan of Arrangement; (b) the Court shall have determined that the terms and conditions of the Plan of Arrangement are procedurally and substantively fair to holders of Company SecurityholdersRegulatory Approvals, Shareholder Approval and the Final Order shall have been granted in a form satisfactory to the Company and the Acquiror, acting reasonablyobtained; (c) the Company Shareholder Approval Articles of Arrangement shall have been obtained at the Company Meeting in accordance filed with the Interim OrderDirector and a certificate of arrangement shall have been issued by the Director in respect thereof; (d) there shall not exist any prohibition at Law or any action takenthe distribution, pending or threatened under any applicable Law or by any Governmental Entityoffer, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, against Acquiror or the Company which shall prevent the consummation of the Arrangement; (e) the Key Regulatory Approvals sale and Key Third Party Consents shall have been obtained; (f) this Agreement shall not have been terminated in accordance with its terms; and (g) the distribution issuance of the securities pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws Canadian securities laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces and territories of Canada or by virtue of applicable exemptions under Securities Laws Canadian securities laws; and (e) the distribution, offer, sale and issuance of securities pursuant to the Arrangement shall not be subject to resale restrictions require registration under applicable (i) the Securities Laws (other than as applicable to control persons or Act pursuant to section 2.6 of National Instrument 45-102 – Resale of Securities of the Canadian Securities Administrators)Section 3(a)(10) Exemption or (ii) any state securities laws.

Mutual Conditions Precedent. The respective obligations of the Parties Weekend and Open Source to complete the transactions contemplated by this Agreement are shall be subject to the fulfillmentfulfilment or satisfaction, on or before the Effective TimeDate, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Partiesconditions: (a) Weekend has continued under the Interim Order and provisions of the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to the Company or the Acquiror, acting reasonably, on appeal or otherwiseAct; (b) the Court shall have determined that the terms and conditions of the Plan of Arrangement are procedurally and substantively fair to holders of Company Securityholders, and the Final Order Amalgamation shall have been granted in a form satisfactory to approved by the Company shareholders of Open Source and the Acquirorshareholders of Weekend in accordance with the Act and the Canada Business Corporations Act (Federal), acting reasonablyrespectively and any applicable regulatory requirements; (c) the Company Shareholder Approval Articles of Amalgamation, in form and substance satisfactory to Weekend and Open Source, acting reasonably, shall have been obtained at accepted for filing by the Company Meeting in accordance with the Interim OrderRegistrar; (d) there the CSE shall not exist any prohibition at Law or any action taken, pending or threatened under any applicable Law or by any Governmental Entity, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, against Acquiror or have conditionally approved this transaction and the Company which shall prevent the consummation additional listing thereon of the ArrangementAmalco Common Shares to be issued in connection with the Amalgamation as of the Effective Date, or as soon as practicable thereafter, subject to compliance with the usual requirements of the CSE; (e) there shall not be in force any order or decree of a court of competent jurisdiction or of any federal, provincial, municipal or other governmental department, commission, board, agency or regulatory body restraining, interfering with or enjoining the Key Regulatory Approvals and Key Third Party Consents shall have been obtained;consummation of the transactions contemplated by this Agreement; and (f) this Agreement all necessary regulatory and similar reviews, rulings, orders, consents and approvals necessary under applicable legislation, regulation or policy shall not with respect to the transactions contemplated hereby have been terminated in accordance with its terms; and (g) completed or obtained. The foregoing conditions precedent shall be for the distribution mutual benefit of the securities pursuant to the Arrangement shall parties hereto and may not be exempt from the prospectus and registration requirements of applicable Securities Laws either waived in whole or in part unless waived by virtue of exemptive relief from the securities regulatory authorities of each of the provinces and territories of Canada or by virtue of applicable exemptions under Securities Laws and shall not be subject to resale restrictions under applicable Securities Laws (other than as applicable to control persons or pursuant to section 2.6 of National Instrument 45-102 – Resale of Securities of the Canadian Securities Administrators)them.

Mutual Conditions Precedent. The obligations of the Parties to complete the transactions contemplated by this Agreement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Arrangement Resolution shall have been approved and adopted by the Target Shareholders at the Target Meeting in accordance with the Interim Order and, if applicable, MI 61-101; (b) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to the Company or the AcquirorTarget and Purchaser, acting reasonably, on appeal or otherwise; (b) the Court shall have determined that the terms and conditions of the Plan of Arrangement are procedurally and substantively fair to holders of Company Securityholders, and the Final Order shall have been granted in a form satisfactory to the Company and the Acquiror, acting reasonably; (c) the Company Shareholder Approval shall have been obtained at the Company Meeting in accordance with the Interim Order; (d) there shall not exist any prohibition at Law or any action taken, pending or threatened under any applicable Law or by any Governmental EntityLaw, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, against Acquiror Purchaser or the Company Target which shall prevent the consummation of the Arrangement; (ed) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (e) Purchaser Shares to be issued in the United States pursuant to the Arrangement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) of the U.S. Securities Act; provided, however, that Target shall not be entitled to rely on the provisions of this Section 6.1(e) in failing to complete the transactions contemplated by this Agreement in the event that Target fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the foregoing exemption, that Purchaser will rely on the foregoing exemption based on the Court’s approval of the fairness of the transaction to Target Securityholders; (f) this Agreement shall not have been terminated in accordance with its terms; and (g) the distribution of the securities pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Canadian Securities Laws either by virtue of exemptive relief from the securities regulatory authorities Securities Authorities of each of the provinces and territories of Canada or by virtue of applicable exemptions under Canadian Securities Laws and shall not be subject to resale restrictions under applicable Canadian Securities Laws (other than as applicable to control persons or pursuant to section 2.6 of National Instrument 45-102 – Resale of Securities of the under applicable Canadian Securities AdministratorsLaws).

Mutual Conditions Precedent. The obligations of the Parties to complete the transactions contemplated by this Agreement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Arrangement Resolution shall have been approved and adopted by the Target Securityholders at the Target Meeting in accordance with the Interim Order; (b) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to the Company or the AcquirorTarget and ▇▇▇▇▇▇▇, acting reasonably, on appeal or otherwise; (b) the Court shall have determined that the terms and conditions of the Plan of Arrangement are procedurally and substantively fair to holders of Company Securityholders, and the Final Order shall have been granted in a form satisfactory to the Company and the Acquiror, acting reasonably; (c) the Company Shareholder Approval shall have been obtained at the Company Meeting in accordance with the Interim Order; (d) there shall not exist any prohibition at Law or any action taken, pending or threatened under any applicable Law or by any Governmental EntityLaw, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, against Acquiror ▇▇▇▇▇▇▇ or the Company Target which shall prevent the consummation of the Arrangement; (ed) the Key Regulatory Approvals and shall have been obtained; (e) the Key Third Party Consents shall have been obtained; (f) the TSXV shall have, if required, accepted notice for filing of all transactions of Target contemplated in this Agreement or necessary to complete the Arrangement, subject only to compliance with the customary conditions of the TSXV; (g) this Agreement shall not have been terminated in accordance with its terms; and; (gh) the distribution of the securities pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws Canadian securities laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces and territories of Canada or by virtue of applicable exemptions under Securities Laws Canadian securities laws and shall not be subject to resale restrictions under applicable Securities Laws Canadian securities laws (other than as applicable to control persons or pursuant to section 2.6 of National Instrument 45-102 – Resale of Securities 102); (i) the Pre-Spinout Reorganization shall have been completed in a manner satisfactory to both Target and ▇▇▇▇▇▇▇, acting reasonably; (j) the subscription for Spinco Shares required under Section 5.6 shall be effected in a manner satisfactory to both Target and ▇▇▇▇▇▇▇, acting reasonably; and (k) the issuance of the Canadian Target Class A Shares and Spinco Shares to Target Shareholders in exchange for their Target Common Shares pursuant to the Arrangement, the issuance of the ▇▇▇▇▇▇▇ Shares to Target Shareholders in exchange for their Target Class A Shares pursuant to the Arrangement, the issuance of Spinco Arrangement Warrants to holders of Spinco Shares, Target Optionholders and Target Warrantholders pursuant to the Arrangement, the issuance of the Replacement Spinco Options to Target Optionholders pursuant to the Arrangement, the issuance of the Replacement Spinco Warrants to Target Warrantholders pursuant to the Arrangement, the issuance of the Converted ▇▇▇▇▇▇▇ Options to Target Optionholders in exchange for their Target Options pursuant to the Arrangement and the issuance of the Converted ▇▇▇▇▇▇▇ Warrants to Target Warrantholders in exchange for their Target Warrants pursuant to the Arrangement, shall be exempt from the registration requirements of the U.S. Securities AdministratorsAct pursuant to Section 3(a)(10) thereof and shall be exempt or qualified under all applicable U.S. state securities laws, and such securities will not be subject to restrictions on transfer under U.S. Securities Laws except such as may be imposed by Rule 144 under the U.S. Securities Act with respect to “affiliates” (as such term is defined in Rule 405 under the U.S. Securities Act); provided, however, that Target shall not be entitled to rely on the provisions of this Section 6.1(k) in failing to complete the transactions contemplated by this Agreement if Target fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the foregoing exemption and Section 2.2(b), that the Parties will rely on the foregoing exemption based on the Court’s approval of the fairness of the transaction to Target Securityholders.