Common use of Mutual Conditions Precedent Clause in Contracts

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement are subject to the fulfillment of each of the following conditions precedent on or before the Effective Time, each of which may only be waived with the mutual consent of the Parties: (a) the Requisite Approval shall have been obtained 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 Parent or the Company, acting reasonably, on appeal or otherwise; (c) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement; (d) the Regulatory Approvals shall have been obtained (or the applicable waiting periods, including extensions thereof, shall have expired); (e) the Parent Shares issuable pursuant to the Arrangement shall at the Effective Time be approved for listing on the NYSE, subject to official notice of issuance; and (f) the Parent Shares to be issued pursuant to the Arrangement have been allotted by the Parent Board conditional only on completion of the Arrangement and that such Parent Shares shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof or another available exemption.

Mutual Conditions Precedent. The respective obligations of the Parties to complete the Arrangement are shall be subject to the fulfillment of each satisfaction, on or before the Closing Time, of the following conditions precedent on or before the Effective Timeprecedent, each of which may only be waived with by the mutual consent of the PartiesHoldings and 724 Solutions: (a) the Requisite Approval Arrangement Resolution shall have been obtained approved by the Requisite Vote; (b) the Arrangement shall have been approved at the Company Meeting in accordance with any conditions in addition to those set out in Section 5.1(a) which may be imposed by the Interim Order; (bc) 724 Solutions shall have obtained the articles of continuance from the Director in a form and substance satisfactory to 724 Solutions and Holdings, acting reasonably; (d) the Interim Order and the Final Order shall each have been obtained on terms consistent with this AgreementAgreement and in a form satisfactory to the Parties, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Parent or the Companysuch Parties, acting reasonably, on appeal or otherwise; (ce) no Governmental Entity the Articles of Arrangement shall have enactedbe in content consistent with this Agreement and in form satisfactory to the Parties acting reasonably; (f) there shall not be in force any Law, issuedfinal and non-appealable injunction, promulgatedorder or decree prohibiting, enforced restraining or entered any Law (whether temporary, preliminary or permanent) which is then in effect and has enjoining the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement; (dg) the Regulatory Approvals shall have been obtained (or the applicable waiting periods, including extensions thereof, shall have expired); (e) the Parent Shares issuable pursuant satisfied on terms and conditions satisfactory to the Arrangement shall at the Effective Time be approved for listing on the NYSE, subject to official notice of issuanceParties acting reasonably; and (fh) the Parent Shares to be issued this Agreement shall not have been terminated pursuant to the Arrangement have been allotted by the Parent Board conditional only on completion of the Arrangement and that such Parent Shares shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof or another available exemptionArticle 6.

Mutual Conditions Precedent. The obligations of the Parties to complete consummate the Arrangement are subject to the fulfillment or waiver of each of the following conditions precedent on or before the Effective Timeprecedent, each of which may only be waived with the mutual consent of the Parties: (a) the Requisite Approval Arrangement Resolution shall have been obtained received the Requisite GWRC Shareholder Approval at the Company Arrangement Meeting in accordance with the Interim Order; (b) the Merger shall have received the Requisite GWRI Stockholder Approval in accordance with the DGCL; (c) the Interim Order and the Final Order shall each have been obtained on terms consistent with this the Agreement, and shall not have been set aside aside, amended or modified in a manner unacceptable to Parent or the CompanyGWRC and GWRI, each acting reasonably, on appeal or otherwise; (cd) no Governmental Entity having jurisdiction over any Party shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect has become final and non-appealable and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement; (d) the Regulatory Approvals shall have been obtained (or the applicable waiting periods, including extensions thereof, shall have expired); (e) the Parent Shares issuable pursuant to completion of the Arrangement shall at US IPO on the Effective Time be approved for listing on the NYSE, subject to official notice of issuance; andDate; (f) the Parent Shares to be issued pursuant NASDAQ shall have approved the listing of the shares of common stock of GWRI, subject only to the Arrangement satisfaction of customary listing conditions of the NASDAQ; (g) the TSX shall have approved the listing of the shares of common stock of GWRI, subject only to the satisfaction of customary listing conditions of the TSX; and (h) this Agreement shall not have been allotted by the Parent Board conditional only on completion of the Arrangement and that such Parent Shares shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof or another available exemptionterminated in accordance with its terms.

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement are subject to the fulfillment of each of the following conditions precedent on or before the Effective Time, Time or the waiver by each of which may only be waived with Correvio and Purchaser to the mutual consent extent permitted by applicable Law and without prejudice to their right to rely on the fulfilment of the Partiesany other of such conditions: (a) the Requisite Approval shall have been obtained at the Company Meeting in accordance with the Interim Order; (b) the Interim Order and the Final Order shall each have having been obtained granted on terms consistent with this Agreement, Agreement and shall the Interim Order not have having been set aside or modified in a manner unacceptable to Parent or the Companyeither Party, acting reasonably, on appeal or otherwise; (b) the Correvio Arrangement Resolution having been passed by the Correvio Shareholders in accordance with the Interim Order; (c) the Final Order having been granted on terms consistent with this Agreement and the Final Order not having been set aside or modified in a manner unacceptable to either Party, acting reasonably, on appeal or otherwise; (d) there shall have been no action taken under any applicable Law or by any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) of competent jurisdiction which is then in effect and has the effect of making the Arrangement make it illegal or otherwise preventing directly or prohibiting consummation indirectly restrains, enjoins or prohibits the completion of the Arrangement; (de) the Articles of Arrangement to be filed with the Director in accordance with this Agreement shall be in form and substance acceptable to the Parties, each acting reasonably; (f) this Agreement shall not have been terminated in accordance with its terms; and (g) the Key Regulatory Approvals shall have been obtained (or the applicable waiting periods, including extensions thereof, shall have expired); (e) the Parent Shares issuable pursuant to the Arrangement shall at the Effective Time be approved for listing on the NYSE, subject to official notice of issuance; and (f) the Parent Shares to be issued pursuant to the Arrangement have been allotted by the Parent Board conditional only on completion of the Arrangement and that such Parent Shares shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof or another available exemptionobtained.

Mutual Conditions Precedent. The respective obligations of the Parties hereto to complete consummate the Arrangement transactions contemplated hereby, and in particular the Amalgamation, are subject to the fulfillment of each of the following conditions precedent satisfaction, on or before the Effective TimeDate or such other time specified, each of the following conditions, any of which may only be waived with by the mutual consent of the Partiessuch parties without prejudice to their right to rely on any other of such conditions: (a) the Requisite Approval shall have been obtained at the Company Meeting in accordance Articles of Amalgamation filed with the Interim OrderRegistrar shall be in form and substance satisfactory to each of RDT and ACME, acting reasonably; (b) the Interim Order Effective Date shall be on or prior to the Outside Date; (c) all required regulatory, governmental and third party approvals, waivers and consents in respect of the Final Order completion of the Amalgamation shall each have been obtained on terms consistent with this Agreementand conditions satisfactory to RDT and ACME, and shall not have been set aside or modified in a manner unacceptable to Parent or the Company, each acting reasonably, on appeal or otherwise; (c) no Governmental Entity including, without limitation, all applicable statutory and regulatory waiting periods shall have enacted, issued, promulgated, enforced expired or entered any Law (whether temporary, preliminary have been terminated and no unresolved material objection or permanent) which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement; (d) the Regulatory Approvals opposition shall have been obtained (filed, initiated or made during any applicable statutory regulatory period, including, without limitation, Exchange approval for the applicable waiting periods, including extensions thereof, shall have expired); (e) transactions contemplated by this Agreement and the Parent listing of the ACME Shares issuable pursuant to the Arrangement shall at the Effective Time be approved for listing Amalgamation on the NYSEExchange, subject each in form and substance satisfactory to official notice of issuance; and (f) the Parent Shares to be issued pursuant to the Arrangement have been allotted by the Parent Board conditional only on completion of the Arrangement ACME and that such Parent Shares shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof or another available exemption.RDT, acting reasonably;

Mutual Conditions Precedent. The respective obligations of the Parties to complete the Arrangement are subject to the fulfillment of each of the following conditions precedent on or before the Effective Time, each of which may only be waived with the mutual consent of the Parties: (a) the Requisite Approval Arrangement Resolution shall have been obtained duly approved by Goldcorp Shareholders at the Company Goldcorp Meeting in accordance with the Interim OrderOrder and applicable Law; (b) the Newmont Resolutions shall have been duly approved at the Newmont Meeting in accordance with applicable Law; (c) the Interim Order and the Final Order shall each have been obtained on terms consistent with this AgreementAgreement and in form and substance acceptable to each of Newmont and Goldcorp, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Parent either Goldcorp or the CompanyNewmont, each acting reasonably, on appeal or otherwise; (cd) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement; (d) the Regulatory Approvals shall have been obtained (or the applicable waiting periods, including extensions thereof, shall have expired); (e) the Parent Shares issuable pursuant to the Arrangement shall at the Effective Time be approved for listing on the NYSE, subject to official notice of issuance; and (f) the Parent Consideration Shares to be issued pursuant to the Arrangement shall, subject to customary conditions, have been allotted by approved for listing on the Parent Board conditional only on completion NYSE; (f) all of the Key Regulatory Approvals shall have been obtained; and (g) the Consideration Shares and Replacement RSUs to be issued pursuant to the Arrangement and that such Parent Shares shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof or another available exemptionthereof.

Mutual Conditions Precedent. The respective obligations of the Parties to complete consummate the Arrangement transactions contemplated hereby, and in particular the Arrangement, are subject to the fulfillment of each of the following conditions precedent satisfaction, on or before the Effective TimeDate or such other time specified, each of the following conditions, any of which may only be waived with by the mutual written consent of the Partiessuch Parties without prejudice to their right to rely on any other of such conditions: (a) the Requisite Approval Interim Order shall have been obtained at granted in form and substance satisfactory to 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 AgreementParties, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to Parent or the CompanyParties, acting reasonably, on appeal or otherwise; (b) the Arrangement Resolution shall have been passed by the ▇▇▇▇▇ Shareholders at the ▇▇▇▇▇ Meeting in accordance with the Arrangement Provisions, the constating documents of ▇▇▇▇▇, the Interim Order and the requirements of any applicable regulatory authorities; (c) no Governmental Entity the Arrangement and this Agreement, with or without amendment, shall have enactedbeen approved by the 341 Shareholder(s), issuedthe 343 Shareholder(s), promulgatedthe 344 Shareholder(s), enforced or entered any Law (whether temporarythe 345 Shareholder(s), preliminary or permanent) which is then and the 346 Shareholder(s), to the extent required by, and in effect and has the effect of making accordance with, the Arrangement illegal or otherwise preventing or prohibiting consummation Provisions and the constating documents of the Arrangementeach of 341, 343, 344, 345, and 346; (d) the Regulatory Approvals Final Order shall have been obtained (or granted in form and substance satisfactory to the applicable waiting periodsParties, including extensions thereof, shall have expired)acting reasonably; (e) all other consents, orders, regulations and approvals, including regulatory and judicial approvals and orders required or necessary or desirable for the Parent Shares issuable pursuant completion of the transactions provided for in this Agreement and the Plan of Arrangement shall have been obtained or received from the persons, authorities or bodies having jurisdiction in the circumstances, each in form acceptable to the Arrangement Parties; (f) there shall at not be in force any order or decree restraining or enjoining the Effective Time be approved for listing on consummation of the NYSE, subject to official notice of issuancetransactions contemplated by this Agreement and the Arrangement; and (fg) the Parent Shares to be issued pursuant to the Arrangement this Agreement shall not have been allotted terminated under Article 7. Except for the conditions set forth in this §5.1 which, by the Parent Board conditional only on completion their nature, may not be waived, any of the Arrangement and that such Parent Shares shall other conditions in this §5.1 may be exempt from the registration requirements waived, either in whole or in part, by any of the U.S. Securities Act pursuant to Section 3(a)(10) thereof or another available exemptionParties, as the case may be, at its discretion.

Mutual Conditions Precedent. The respective obligations of the Parties to complete the Arrangement are Transaction shall be subject to the fulfillment of each satisfaction, on or before the Closing Time, of the following conditions precedent on or before the Effective Timeprecedent, each of which may only be waived with by the mutual consent of Acquisitionco and the PartiesCompany: (a) the Requisite Approval Transaction Resolution shall have been obtained approved by (i) 66 2/3% of the votes cast on the Transaction Resolution by the Company Shareholders present in person or by proxy at the Company Meeting, and (ii) a simple majority of the votes cast on the Transaction Resolution by the Company Shareholders present in person or by proxy at the Company Meeting, excluding Company Shares held by Senior Management; (b) the Transaction shall have been approved at the Company Meeting in accordance with any conditions in addition to those set out in Section 5.1(a) which may be imposed by the Interim Order; (bc) the Interim Order and the Final Order shall each have been obtained on terms consistent with this AgreementAgreement and in a form satisfactory to the Parties, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Parent or the Companysuch Parties, acting reasonably, on appeal or otherwise; (cd) no Governmental Entity the Articles of Arrangement shall have enactedbe in content consistent with this Agreement and in form satisfactory to the Parties acting reasonably; (e) there shall not be in force any Law, issuedfinal and non-appealable injunction, promulgatedorder or decree prohibiting, enforced restraining or entered any Law (whether temporary, preliminary or permanent) which is then in effect and has enjoining the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the ArrangementTransaction; (df) the Regulatory Approvals shall have been obtained (or the applicable waiting periods, including extensions thereof, shall have expired); (e) the Parent Shares issuable pursuant satisfied on terms and conditions satisfactory to the Arrangement shall at the Effective Time be approved for listing on the NYSE, subject to official notice of issuanceParties acting reasonably; and (fg) the Parent Shares to be issued this Agreement shall not have been terminated pursuant to the Arrangement have been allotted by the Parent Board conditional only on completion of the Arrangement and that such Parent Shares shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof or another available exemptionArticle 6.

Mutual Conditions Precedent. The obligations of Acquireco and the Parties Corporation hereunder, including the obligation to complete the Arrangement Arrangement, are subject to the fulfillment of each of the following conditions precedent satisfaction, on or before the Effective Time, of the following conditions precedent, each of which may only be waived with by the mutual consent of Acquireco and the PartiesCorporation, and any one or more of which, if not satisfied or waived by either party, will permit that party to terminate this Agreement in accordance with Article 7: (a) the Requisite Approval Special Resolution shall have been obtained approved at the Company Meeting in accordance with the terms of the Interim Order; (b) the Interim Order and the Final Order shall each have been obtained in form and on terms consistent with this Agreementsatisfactory to each of Acquireco and the Corporation, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Parent or Acquireco and the CompanyCorporation, acting reasonably, on appeal or otherwise, and any approvals required to be obtained under same in addition to the Shareholder approval referred to in section 6.1(a) shall have been obtained; (c) no Governmental Entity the Competition Act Clearance and HSR Clearance shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangementbeen obtained; (d) there shall not be in force any injunction, order or decree issued by a Governmental Entity of competent jurisdiction restraining or enjoining the Regulatory Approvals shall have been obtained (or completion of the applicable waiting periods, including extensions thereof, shall have expired);Arrangement; and (e) the Parent Shares issuable this Agreement shall not have been terminated pursuant to the Arrangement shall at the Effective Time be approved for listing on the NYSE, subject to official notice of issuance; and (f) the Parent Shares to be issued pursuant to the Arrangement have been allotted by the Parent Board conditional only on completion of the Arrangement and that such Parent Shares shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof or another available exemptionArticle 7.

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement are subject to the fulfillment of each of the following conditions precedent on or before the Effective Time, each of which may only be waived with the mutual consent of the Parties: (a) the Requisite Approval Class C Share Resolution and Arrangement Resolution shall have been obtained approved and adopted by the Alpha Shareholders and Alpha Warrantholders, as applicable, at the Company Meeting Alpha 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 Agreementin respect of the Arrangement in a form satisfactory to Crystal, acting reasonably, and shall not have been set aside or modified in a any manner unacceptable to Parent or the Company, acting reasonably, Parties on appeal or otherwise; (c) the Crystal Shareholder Resolutions shall have been approved and adopted by the Crystal Shareholders at the Crystal Meeting; (d) Crystal shall have received the TSX-V Approval; (e) the Concurrent Financing shall have been completed prior to, or will be completed concurrently with, Closing; (f) on completion of the Transaction, Crystal shall have the capital structure substantially as set out in Schedule J; (g) the absence of any court or other order of any Governmental Entity and no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect and effect, in each case, which has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement;Arrangement in accordance with the terms contemplated herein; and (dh) the all required Regulatory Approvals shall have been obtained (or the applicable waiting periods, including extensions thereof, shall have expired); (e) the Parent Shares issuable pursuant on terms satisfactory to the Arrangement shall at the Effective Time be approved for listing on the NYSE, subject to official notice of issuance; and (f) the Parent Shares to be issued pursuant to the Arrangement have been allotted by the Parent Board conditional only on completion each of the Arrangement and that such Parent Shares shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof or another available exemptionParties, acting reasonably.

Mutual Conditions Precedent. The obligations of Acquireco and the Parties Corporation hereunder, including the obligation to complete the Arrangement Arrangement, are subject to the fulfillment of each of the following conditions precedent satisfaction, on or before the Effective Time, of the following conditions precedent, each of which may only be waived with by the mutual consent of Acquireco and the PartiesCorporation, and any one or more of which, if not satisfied or waived by either party, will permit that party to terminate this Agreement in accordance with Article 7: (a) the Requisite Approval Special Resolution shall have been obtained approved at the Company Meeting in accordance with the terms of the Interim Order; (b) the Interim Order and the Final Order shall each have been obtained in form and on terms consistent with this Agreementsatisfactory to each of Acquireco and the Corporation, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Parent or Acquireco and the CompanyCorporation, acting reasonably, on appeal or otherwise, and any approvals required to be obtained under same in addition to the Shareholder approval referred to in section 00 shall have been obtained; (c) no Governmental Entity the Competition Act Clearance and HSR Clearance shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangementbeen obtained; (d) there shall not be in force any injunction, order or decree issued by a Governmental Entity of competent jurisdiction restraining or enjoining the Regulatory Approvals shall have been obtained (or completion of the applicable waiting periods, including extensions thereof, shall have expired);Arrangement; and (e) the Parent Shares issuable this Agreement shall not have been terminated pursuant to the Arrangement shall at the Effective Time be approved for listing on the NYSE, subject to official notice of issuance; and (f) the Parent Shares to be issued pursuant to the Arrangement have been allotted by the Parent Board conditional only on completion of the Arrangement and that such Parent Shares shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof or another available exemptionArticle 7.

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement are subject to the fulfillment of each of the following conditions precedent on or before the Effective Time, each of which may only be waived with the mutual consent of the Parties: (a) the Requisite Approval shall have been obtained 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 Parent or the Company, acting reasonably, on appeal or otherwise; (c) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement; (d) the Regulatory Approvals shall have been obtained (or the applicable waiting periods, including extensions thereof, shall have expiredin accordance with Section 5.5(d); (e) Parent shall have delivered evidence to the Company that the Parent Shares issuable pursuant to the Arrangement shall at the Effective Time be approved for listing on the NYSEASX and, subject to official notice of issuance; andif required, POMSoX; (f) the Parent Shares to be issued pursuant to the Arrangement have been allotted by the Parent Board conditional only on completion of the Arrangement and that such Parent Shares shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof or another available exemption; and (g) the CVR Agreement shall have been duly executed and delivered by Parent and the Trustee (or, if agreed by the parties in accordance with Section 2.15, an alternative definitive agreement providing for the terms of the CVRs shall have been duly executed and delivered by the parties thereto) and shall be in full force and effect.

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement are subject to the fulfillment fulfillment, on or before the Effective Time, of each of the following conditions precedent on or before the Effective Timeprecedent, each of which may only be waived with the mutual consent of the Parties: (a) the Requisite Approval Arrangement Resolution shall have been obtained approved and adopted by the L▇▇▇▇▇ Shareholders at the Company L▇▇▇▇▇ 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 Parent or the CompanyL▇▇▇▇▇ and HudBay, acting reasonably, on appeal or otherwise; (c) no Governmental Entity there shall have enactednot exist any prohibition at Law, issuedincluding a cease trade order, promulgatedinjunction or other prohibition or order at Law or under applicable legislation, enforced against HudBay or entered any Law (whether temporary, preliminary or permanent) L▇▇▇▇▇ which is then in effect and has shall prevent the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement; (d) HudBay Shares to be issued in the Regulatory Approvals shall have been obtained (or the applicable waiting periods, including extensions thereof, shall have expired); (e) the Parent Shares issuable United States pursuant to the Arrangement shall at the Effective Time be approved for listing on the NYSE, subject to official notice of issuance; and (f) the Parent Shares to be issued pursuant to the Arrangement have been allotted by the Parent Board conditional only on completion of the Arrangement and that such Parent Shares shall be exempt from the registration requirements of under the U.S. Securities Act pursuant to Section 3(a)(10) thereof or another available exemptionof the U.S. Securities Act; provided, however, that L▇▇▇▇▇ shall not be entitled to rely on the provisions of this Section 6.1(d) in failing to complete the transactions contemplated by this Agreement in the event that L▇▇▇▇▇ fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the foregoing exemptions, that HudBay will rely on the foregoing exemption based on the Court’s approval of the transaction; (e) the Key Regulatory Approvals shall have been obtained; and (f) this Agreement shall not have been terminated pursuant to Article 8.

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement are subject to the fulfillment fulfillment, on or before the Effective Time, of each of the following conditions precedent on or before the Effective Timeprecedent, each of which may only be waived with the mutual consent of the Parties: (a) the Requisite Approval Arrangement Resolution shall have been obtained approved and adopted by the ▇▇▇▇▇▇ 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 Parent or the Company▇▇▇▇▇▇ and HudBay, acting reasonably, on appeal or otherwise; (c) no Governmental Entity there shall have enactednot exist any prohibition at Law, issuedincluding a cease trade order, promulgatedinjunction or other prohibition or order at Law or under applicable legislation, enforced against HudBay or entered any Law (whether temporary, preliminary or permanent) ▇▇▇▇▇▇ which is then in effect and has shall prevent the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement; (d) HudBay Shares to be issued in the Regulatory Approvals shall have been obtained (or the applicable waiting periods, including extensions thereof, shall have expired); (e) the Parent Shares issuable United States pursuant to the Arrangement shall at the Effective Time be approved for listing on the NYSE, subject to official notice of issuance; and (f) the Parent Shares to be issued pursuant to the Arrangement have been allotted by the Parent Board conditional only on completion of the Arrangement and that such Parent Shares shall be exempt from the registration requirements of under the U.S. Securities Act pursuant to Section 3(a)(10) thereof or another available exemptionof the U.S. Securities Act; provided, however, that ▇▇▇▇▇▇ shall not be entitled to rely on the provisions of this Section 6.1(d) in failing to complete the transactions contemplated by this Agreement in the event that ▇▇▇▇▇▇ fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the foregoing exemptions, that HudBay will rely on the foregoing exemption based on the Court’s approval of the transaction; (e) the Key Regulatory Approvals shall have been obtained; and (f) this Agreement shall not have been terminated pursuant to Article 8.

Mutual Conditions Precedent. The respective obligations of the Parties to complete the Arrangement are subject to the fulfillment satisfaction, or mutual waiver by the Parties, on or before the Effective Date, of each of the following conditions precedent on or before the Effective Timeconditions, each of which may only be waived with are for the mutual consent benefit of the PartiesParties and which may be waived, in whole or in part, by the Purchaser and the Company at any time: (a) the Requisite Approval shall have Arrangement Resolution has been obtained approved by the Affected Securityholders at the Company Meeting Meeting, in accordance with the Interim OrderOrder and applicable Laws; (b) each of the Interim Order and the Final Order shall each have Order: (i) has been obtained on terms consistent with this Agreementin form and substance satisfactory to each of the Company and the Purchaser, and shall each acting reasonably; and (ii) has not have been set aside or modified in a any manner unacceptable to Parent either the Company or the CompanyPurchaser, each acting reasonably, on appeal or otherwise; (c) no Governmental Entity the Arrangement Filings, to be sent to the Registrar in accordance with this Agreement and the BCBCA, are in form and content satisfactory to the Company and the Purchaser, each acting reasonably; (d) the Purchaser Shareholder Approval shall have enacted, issued, promulgated, enforced been obtained at the Purchaser Shareholder Meeting; (e) there shall be in effect no Law or entered any Law Order (whether temporary, preliminary or permanent) which is then in effect and that has the effect of making prohibiting the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement; (d) , and no litigation instituted by any Governmental Authority seeking to prohibit the Regulatory Approvals shall have been obtained (or the applicable waiting periods, including extensions thereof, shall have expired); (e) the Parent Shares issuable pursuant to consummation of the Arrangement shall at the Effective Time be approved for listing on the NYSE, subject to official notice of issuancepending; and (f) the Parent Shares to be issued pursuant to Company and Spinco shall have entered into the Arrangement have been allotted by the Parent Board conditional only on completion of the Arrangement and that such Parent Shares shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Spinco Contribution Agreement in accordance with Section 3(a)(10) thereof or another available exemption4.6.

Mutual Conditions Precedent. The respective obligations of the Parties to complete the Arrangement are transactions contemplated hereby shall be subject to the fulfillment satisfaction, on or before the Effective Date, of each of the following conditions precedent on or before the Effective Time, each of which may only be waived with the mutual consent of the Partiesconditions: (a) the Requisite Approval Arrangement, with or without amendment, and the transactions contemplated thereby shall have been obtained approved by the 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 granted by the Court, which order shall reflect the intent of the Parties as expressed by this Agreement and shall be in form and substance satisfactory to the Parties, acting reasonably and having regard to this Agreement, and shall not have been set aside or modified in a manner unacceptable to Parent or the Company, acting reasonably, on appeal or otherwise; (c) no Governmental Entity the Final Order, together with the Articles of Arrangement, shall have enactedbeen received and accepted by the Director; (d) there shall not be in force any order or decree of a court of competent jurisdiction, issuedany federal, promulgatedprovincial, enforced municipal or entered other governmental department or any Law commission, board, agency or regulatory body restraining, interfering with or enjoining the consummation of the transactions contemplated by this Agreement including, without limitation, the Arrangement; (whether temporary, preliminary e) each person (other than the Parties) that is to do any act or permanent) which is then thing contemplated in effect and has the effect of making the Arrangement illegal shall have agreed to do each such act or otherwise preventing thing pursuant to an agreement with the appropriate Party or prohibiting consummation Parties, in form and substance satisfactory to the Parties; (f) the Parties shall have received all required regulatory approvals in respect of the Arrangement; (dg) the Regulatory Approvals Merger Plan shall not have been obtained (or the applicable waiting periods, including extensions thereof, shall have expired); (e) the Parent Shares issuable terminated pursuant to the Arrangement shall at the Effective Time be approved for listing on the NYSE, subject to official notice of issuancesection 7.1 thereof; and (fh) the Parent Shares to be issued this Agreement shall not have been terminated pursuant to the Arrangement have been allotted by the Parent Board conditional only on completion of the Arrangement and that such Parent Shares shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof section 6.4 or another available exemptionsection 6.5.

Mutual Conditions Precedent. The respective obligations of the Parties to complete consummate the Arrangement transactions contemplated hereby, and in particular the Arrangement, are subject to the fulfillment of each of the following conditions precedent satisfaction, on or before the Effective TimeDate or such other time specified, each of the following conditions, any of which may only be waived with by the mutual written consent of the Partiessuch Parties without prejudice to their right to rely on any other of such conditions: (a) the Requisite Approval Interim Order shall have been obtained at granted in form and substance satisfactory to 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 AgreementParties, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to Parent or the CompanyParties, acting reasonably, on appeal or otherwise; (b) the Arrangement Resolution shall have been passed by the NRG Shareholders at the NRG Meeting in accordance with the Arrangement Provisions, the constating documents of NRG, the Interim Order and the requirements of any applicable regulatory authorities; (c) no Governmental Entity the Arrangement and this Agreement, with or without amendment, shall have enactedbeen approved by the sole Spinco Shareholder to the extent required by, issuedand in accordance with, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation Provisions and the constating documents of the ArrangementSpinco; (d) the Regulatory Approvals Final Order shall have been obtained (or the applicable waiting periods, including extensions thereof, shall have expired); (e) the Parent Shares issuable pursuant granted in form and substance satisfactory to the Arrangement shall at the Effective Time be approved for listing on the NYSEParties, subject to official notice of issuance; and (f) the Parent Shares to be issued pursuant to the Arrangement have been allotted by the Parent Board conditional only on completion of the Arrangement and that such Parent Shares shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof or another available exemption.acting reasonably;

Mutual Conditions Precedent. The respective obligations of the Parties to complete consummate the Arrangement transactions contemplated by this Agreement, and in particular the completion of the Arrangement, are subject to the fulfillment of each of the following conditions precedent satisfaction, on or before the Effective TimeClosing Date, each of which may only be waived with the mutual consent or such other time specified, of the Partiesfollowing conditions: (a) the Requisite Approval Interim Order shall have been obtained at the Company Meeting granted in accordance with the Interim Order; (b) the Interim Order form and the Final Order shall substance satisfactory to each have been obtained on terms consistent with this Agreementof Cona and Pengrowth, acting reasonably, and such order shall not have been stayed, set aside or modified in a manner unacceptable to Parent Cona or the CompanyPengrowth, acting reasonably, on appeal or otherwise; (b) the Shareholder Approval and the Secured Debtholder Approval shall have each been obtained; (c) no Governmental Entity on or prior to the Outside Date, the Final Order shall have enactedbeen granted in form and substance satisfactory to each of Cona and Pengrowth, issuedacting reasonably, promulgatedand such order shall not have been stayed, enforced set aside or entered any Law (whether temporarymodified in a manner unacceptable to Cona or Pengrowth, preliminary acting reasonably, on appeal or permanent) which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangementotherwise; (d) the Regulatory Approvals Articles of Arrangement to be filed with the Registrar in accordance with the Arrangement shall have been obtained (or the applicable waiting periodsbe in form and substance satisfactory to each of Cona and Pengrowth, including extensions thereof, shall have expired);acting reasonably; and (e) the Parent Shares issuable pursuant to the Arrangement Competition Act Approval shall at the Effective Time be approved for listing on the NYSE, subject to official notice of issuance; and (f) the Parent Shares to be issued pursuant to the Arrangement have been allotted by obtained. The foregoing conditions are for the Parent Board conditional only on completion mutual benefit of the Arrangement Parties and may be asserted by either Party regardless of the circumstances and may be waived by any Party (with respect to such Party) in its sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights that such Parent Shares shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof or another available exemptionParty may have.

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement are subject to the fulfillment of each of the following conditions precedent on or before the Effective Time, each of which may only be waived with the mutual consent of the Parties: (a) the Requisite Approval shall have been obtained 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 Parent or the Company, acting reasonably, on appeal or otherwise; (c) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement; (d) the Regulatory Approvals shall have been obtained (or the applicable waiting periods, including extensions thereof, shall have expiredin accordance with Section 5.5(d); (e) Parent shall have delivered evidence to the Company that the Parent Shares issuable pursuant to the Arrangement shall at the Effective Time be approved for listing on the NYSE, subject to official notice of issuance; and; (f) the Parent Shares to be issued pursuant to the Arrangement have been allotted by the Parent Board conditional only on completion of the Arrangement and that such Parent Shares shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof or another available exemption; and (g) the CRP Agreement shall have been duly executed and delivered by Parent and the Escrow Agent appointed thereunder and shall be in full force and effect.

Mutual Conditions Precedent. ‌ The obligations of the Parties to complete the Arrangement Transactions are subject to the fulfillment satisfaction or waiver by Basin and Nexus on or before the Effective Date of each of the following conditions precedent on or before conditions, which are for the Effective Time, mutual benefit of each of Basin and Nexus and which may only be waived with waived, in whole or in part, by the mutual consent of the Partieseach of Basin and Nexus: (a) the Requisite Approval Interim Order shall have been obtained at the Company Meeting in accordance with the Interim Order; (b) the Interim Order form and the Final Order shall substance satisfactory to each have been obtained on terms consistent with this Agreementof Basin and Nexus, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Parent either Basin or the CompanyNexus, each acting reasonably, on appeal or otherwise; (b) the Arrangement Resolution, in form and substance acceptable to Basin and Nexus, each acting reasonably, shall have been approved at the Basin Meeting by not less than the Required Vote, in accordance with the Interim Order; (c) no Governmental Entity the Final Order shall have enactedbeen obtained in form and substance satisfactory to each of Basin and Nexus, issuedeach acting reasonably, promulgatedand shall not have been set aside or modified in any manner unacceptable to either Basin and Nexus, enforced each acting reasonably, on appeal or entered any Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangementotherwise; (d) the Regulatory Approvals no applicable Law shall have been obtained enacted or made (or the and no applicable waiting periods, including extensions thereof, Law shall have expired); (ebeen amended) the Parent Shares issuable pursuant to the Arrangement shall at the Effective Time be approved for listing on the NYSE, subject to official notice of issuance; and (f) the Parent Shares to be issued pursuant to the Arrangement have been allotted by the Parent Board conditional only on completion that makes consummation of the Arrangement illegal or that prohibits or otherwise restrains (whether temporarily or permanently) Basin and that such Parent Shares shall be exempt Nexus from consummating the registration requirements Arrangement or any of the U.S. Securities Act pursuant to Section 3(a)(10) thereof or another available exemption.other Transactions;

Mutual Conditions Precedent. The respective obligations of the Parties parties hereto to complete the Arrangement are transactions contemplated by this Agreement shall be subject to the fulfillment of each of the following conditions precedent satisfaction, on or before the Effective TimeDate, of the following conditions precedent, each of which may only be waived with by the mutual consent of ADSX and the PartiesCorporation: (a) the Requisite Approval Arrangement shall have been obtained approved at the Company Meeting by not less than two-thirds of the votes cast by the holders of Common Shares who are represented at the Meeting; (b) the Arrangement shall have been approved at the Meeting in accordance with any conditions in addition to those set out in section 6.1(a) which may be imposed by the Interim OrderOrder and which are satisfactory to each of the Corporation and ADSX, acting reasonably; (bc) the Interim Order and the Final Order shall each have been obtained on in form and terms consistent with this Agreementsatisfactory to each of the Corporation and ADSX, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Parent or the Company, acting reasonably, such parties on appeal or otherwise; (cd) no Governmental Entity there shall have enacted, issued, promulgated, enforced not be in force any order or entered any Law (whether temporary, preliminary decree restraining or permanent) which is then in effect and has enjoining the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement; (d) the Regulatory Approvals shall have been obtained (or the applicable waiting periods, including extensions thereof, shall have expired); (e) the Parent Shares issuable pursuant to the Arrangement shall at the Effective Time be approved for listing on the NYSE, subject to official notice of issuance; and (f) the Parent Shares to be issued pursuant to the Arrangement have been allotted transactions contemplated by the Parent Board conditional only on completion of the Arrangement this Agreement and that such Parent Shares there shall be exempt no proceeding (other than an appeal made in connection with the Arrangement), of a judicial or administrative nature or otherwise, in progress or threatened that relates to or results from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof transactions contemplated by this Agreement that would, if successful, result in an order or another available exemption.ruling that would preclude

Mutual Conditions Precedent. The respective obligations of the Parties to complete the Arrangement are Transaction shall be subject to the fulfillment of each of the following conditions precedent satisfaction, on or before the Effective Time, of the following conditions precedent, each of which may only be waived with by the mutual consent of Acquisitionco and the PartiesCompany: (a) the Requisite Approval Transaction Resolution shall have been obtained approved by (i) 66 2/3% of the votes cast on the Transaction Resolution by the Company Shareholders present in person or by proxy at the Company Meeting, and (ii) a simple majority of the votes cast on the Transaction Resolution by the Company Shareholders present in person or by proxy at the Company Meeting, excluding Company Shares held by the senior officers of the Company; (b) the Transaction shall have been approved at the Company Meeting in accordance with any conditions in addition to those set out in Section 5.1(a) which may be imposed by the Interim Order; (bc) the Interim Order and the Final Order shall each have been obtained on terms consistent with this AgreementAgreement and in a form satisfactory to the Parties, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Parent or the Companysuch Parties, acting reasonably, on appeal or otherwise; (cd) no Governmental Entity the Articles of Arrangement shall have enactedbe in content consistent with this Agreement and in form satisfactory to the Parties acting reasonably; (e) there shall not be in force any Law, issuedfinal and non-appealable injunction, promulgatedorder or decree prohibiting, enforced restraining or entered any Law (whether temporary, preliminary or permanent) which is then in effect and has enjoining the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the ArrangementTransaction; (df) the Regulatory Approvals shall have been obtained (or the applicable waiting periods, including extensions thereof, shall have expired); (e) the Parent Shares issuable pursuant satisfied on terms and conditions satisfactory to the Arrangement shall at the Effective Time be approved for listing on the NYSE, subject to official notice of issuanceParties acting reasonably; and (fg) the Parent Shares to be issued this Agreement shall not have been terminated pursuant to the Arrangement have been allotted by the Parent Board conditional only on completion of the Arrangement and that such Parent Shares shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof or another available exemptionArticle 6.

Mutual Conditions Precedent. The obligations of the Parties are not required to complete the Arrangement are subject to the fulfillment of unless each of the following conditions precedent on or before the Effective Timeis satisfied, each of which conditions may only be waived with waived, in whole or in part, by the mutual consent of each of the Parties: (a1) the Requisite Approval shall have Makena Written Resolution has been obtained at executed by the Company Meeting in accordance with the Interim Orderrequisite number of Makena Shareholders; (b2) the BioCan Resolutions have each been approved and adopted by the BioCan Shareholders at the BioCan Meeting; (3) the Epimeron Written Resolution has been executed by the Epimeron Shareholders; (4) the Interim Order and the Final Order shall have each have been obtained on terms consistent with this Agreement, and shall have not have been set aside or modified in a manner unacceptable to Parent or the CompanyParties, each acting reasonably, on appeal or otherwise; (c5) the Articles of Continuance to be filed with the Registrar in connection with this Agreement shall be in form and substance satisfactory to each of BioCan, Epimeron and Makena, acting reasonably, and the Articles of Continuance shall have been filed with the Registrar and the BioCan Continuance shall have been completed; (6) the Private Placement shall have been completed for minimum gross proceeds to Makena of no less than $28.5 million; (7) Makena shall have completed the disposition of all Assets set forth in Schedule 4.2(3)(g) of the Makena Disclosure Letter; (8) the Exchange Approval shall have been obtained; and (9) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect and has that makes the effect consummation of making the Arrangement illegal or otherwise preventing prohibits or prohibiting consummation of enjoins BioCan, Makena or Epimeron from consummating the Arrangement; (d) the Regulatory Approvals shall have been obtained (or the applicable waiting periods, including extensions thereof, shall have expired); (e) the Parent Shares issuable pursuant to the Arrangement shall at the Effective Time be approved for listing on the NYSE, subject to official notice of issuance; and (f) the Parent Shares to be issued pursuant to the Arrangement have been allotted by the Parent Board conditional only on completion of the Arrangement and that such Parent Shares shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof or another available exemption.

Mutual Conditions Precedent. The respective obligations of the Parties to complete consummate the Arrangement transactions contemplated by this Agreement, and in particular the completion of the Arrangement, are subject to the fulfillment of each of the following conditions precedent satisfaction, on or before the Effective TimeClosing Date, each of which may only be waived with the mutual consent or such other time specified, of the Partiesfollowing conditions: (a) the Requisite Approval Interim Order shall have been obtained at the Company Meeting granted in accordance with the Interim Order; (b) the Interim Order form and the Final Order shall substance satisfactory to each have been obtained on terms consistent with this Agreementof Cona and Pengrowth, acting reasonably, and such order shall not have been stayed, set aside or modified in a manner unacceptable to Parent Cona or the CompanyPengrowth, acting reasonably, on appeal or otherwise; ; (b) the Shareholder Approval and the Secured Debtholder Approval shall have each been obtained; (c) no Governmental Entity on or prior to the Outside Date, the Final Order shall have enactedbeen granted in form and substance satisfactory to each of Cona and Pengrowth, issuedacting reasonably, promulgatedand such order shall not have been stayed, enforced set aside or entered any Law (whether temporarymodified in a manner unacceptable to Cona or Pengrowth, preliminary acting reasonably, on appeal or permanent) which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement; otherwise; (d) the Regulatory Approvals Articles of Arrangement to be filed with the Registrar in accordance with the Arrangement shall have been obtained (or the applicable waiting periodsbe in form and substance satisfactory to each of Cona and Pengrowth, including extensions thereof, shall have expired); acting reasonably; and (e) the Parent Shares issuable pursuant to the Arrangement Competition Act Approval shall at the Effective Time be approved for listing on the NYSE, subject to official notice of issuance; and (f) the Parent Shares to be issued pursuant to the Arrangement have been allotted by obtained. The foregoing conditions are for the Parent Board conditional only on completion mutual benefit of the Arrangement Parties and may be asserted by either Party regardless of the circumstances and may be waived by any Party (with respect to such Party) in its sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights that such Parent Shares shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof or another available exemptionParty may have.

Mutual Conditions Precedent. The respective obligations of the Parties to complete consummate the Arrangement transactions contemplated by this Agreement, and in particular the completion of the Arrangement, are subject to the fulfillment of each of the following conditions precedent satisfaction, on or before the Effective TimeClosing Date, each of which may only be waived with the mutual consent or such other time specified, of the Parties: following conditions: (a) the Requisite Approval Interim Order shall have been obtained at the Company Meeting granted in accordance with the Interim Order; (b) the Interim Order form and the Final Order shall substance satisfactory to each have been obtained on terms consistent with this Agreementof Cona and Pengrowth, acting reasonably, and such order shall not have been stayed, set aside or modified in a manner unacceptable to Parent Cona or the CompanyPengrowth, acting reasonably, on appeal or otherwise; ; (b) the Shareholder Approval and the Secured Debtholder Approval shall have each been obtained; (c) no Governmental Entity on or prior to the Outside Date, the Final Order shall have enactedbeen granted in form and substance satisfactory to each of Cona and Pengrowth, issuedacting reasonably, promulgatedand such order shall not have been stayed, enforced set aside or entered any Law (whether temporarymodified in a manner unacceptable to Cona or Pengrowth, preliminary acting reasonably, on appeal or permanent) which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement; otherwise; (d) the Regulatory Approvals Articles of Arrangement to be filed with the Registrar in accordance with the Arrangement shall have been obtained (or the applicable waiting periodsbe in form and substance satisfactory to each of Cona and Pengrowth, including extensions thereof, shall have expired); acting reasonably; and (e) the Parent Shares issuable pursuant to the Arrangement Competition Act Approval shall at the Effective Time be approved for listing on the NYSE, subject to official notice of issuance; and (f) the Parent Shares to be issued pursuant to the Arrangement have been allotted by obtained. The foregoing conditions are for the Parent Board conditional only on completion mutual benefit of the Arrangement Parties and may be asserted by either Party regardless of the circumstances and may be waived by any Party (with respect to such Party) in its sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights that such Parent Shares shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof or another available exemptionParty may have.

Mutual Conditions Precedent. The respective obligations of the Parties parties hereto to complete the Arrangement are transactions contemplated by this Agreement shall be subject to the fulfillment of each of the following conditions precedent satisfaction, on or before the Effective TimeDate, of the following conditions precedent, each of which may only be waived with by the mutual consent of ADSX and the PartiesCorporation: (a) the Requisite Approval Arrangement shall have been obtained approved at the Company Meeting by not less than two-thirds of the votes cast by the holders of Common Shares who are represented at the Meeting; (b) the Arrangement shall have been approved at the Meeting in accordance with any conditions in addition to those set out in section 6.1(a) which may be imposed by the Interim OrderOrder and which are satisfactory to each of the Corporation and ADSX, acting reasonably; (bc) the Interim Order and the Final Order shall each have been obtained on in form and terms consistent with this Agreementsatisfactory to each of the Corporation and ADSX, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Parent or the Company, acting reasonably, such parties on appeal or otherwise; (cd) no Governmental Entity there shall have enacted, issued, promulgated, enforced not be in force any order or entered any Law (whether temporary, preliminary decree restraining or permanent) which is then in effect and has enjoining the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the transactions contemplated by this Agreement and there shall be no proceeding (other than an appeal made in connection with the Arrangement; (d) ), of a judicial or administrative nature or otherwise, in progress or threatened that relates to or results from the transactions contemplated by this Agreement that would, if successful, result in an order or ruling that would preclude completion of the transactions contemplated by this Agreement in accordance with the terms hereof or would otherwise be inconsistent with the Regulatory Approvals shall which have been obtained (or the applicable waiting periods, including extensions thereof, shall have expired);obtained; and (e) the Parent Shares issuable this Agreement shall not have been terminated pursuant to the Arrangement shall at the Effective Time be approved for listing on the NYSE, subject to official notice of issuance; and (f) the Parent Shares to be issued pursuant to the Arrangement have been allotted by the Parent Board conditional only on completion of the Arrangement and that such Parent Shares shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof or another available exemptionArticle VII.