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 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 obligations of the Parties to complete the Arrangement transactions contemplated by this Agreement, including the Arrangement, are subject to the fulfillment of each of the following conditions precedent fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may be waived, in whole or in part, only be waived with the mutual consent of the PartiesGMIN and Reunion Gold: (a) the Requisite Reunion Gold Securityholder Approval shall have been obtained at the Company Reunion Gold Meeting in accordance with the Interim Order; (b) the GMIN Shareholder Approval shall have been obtained at the GMIN Meeting in accordance with applicable Law; (c) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement; (d) there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, and there 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 action taken under any Law (whether temporaryor by any Governmental Entity, preliminary or permanent) which is then in effect and has the effect of making the Arrangement that makes it illegal or otherwise preventing directly or prohibiting indirectly restrains, enjoins, prevents or prohibits the 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 New Parent Shares issuable pursuant to the Arrangement shall at the Effective Time be approved for listing on the NYSEShares, subject to official notice of issuance; and (f) the Parent Shares Reunion Gold Class B Shares, Spinco Consideration Shares, Replacement Reunion Gold Option, Replacement Options and Replacement Spinco Options to be issued pursuant to under 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 the Section 3(a)(10) thereof or another available exemptionExemption; and (f) the Stock Exchange Approval shall have been obtained.

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 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 Greenbrook Shareholders at the Company Greenbrook Meeting in accordance with the Interim OrderOrder and applicable Law; (b) the Neuronetics Key Resolutions shall have been duly approved by Neuronetics Stockholders at the Neuronetics 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 Neuronetics and Greenbrook, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Parent either Greenbrook or the CompanyNeuronetics, 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 Neuronetics Shares issuable pursuant to shall remain listed on the NASDAQ, and the NASDAQ shall have completed its review of, and raised no objections to, the issuance of the Consideration Shares and the other transactions contemplated by the Arrangement shall at the Effective Time be approved for listing on the NYSE, subject to official notice of issuanceand this Agreement; and (f) the Parent Consideration 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 and applicable U.S. state securities laws (or another available exemptionNeuronetics shall have complied with any U.S. state securities laws for which no such 3(a)(10)-equivalent exemption is available).

Mutual Conditions Precedent. The respective obligations of the Parties to complete the Arrangement and the transactions contemplated by the Plan of Arrangement are subject to the fulfillment of each of the following conditions precedent satisfaction on or before the Effective TimeDate of the following conditions, each of which may only be waived with are for the mutual consent benefit of the PartiesBuyers, Parent and Sellers: (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 Authority shall have enacted, issued, promulgated, enforced enforced, made, entered, issued or entered applied any Applicable Law (whether - 102 - temporary, preliminary or permanent) which is then in effect and has the effect of making including a cease trade order or other prohibition or order that makes the Arrangement illegal or otherwise preventing directly or prohibiting indirectly enjoins, restrains or otherwise prohibits consummation of the Arrangement or the other transactions contemplated herein or in the Plan of Arrangement; (b) the Regulatory Approvals, Shareholder Approval and the Final Order shall have been obtained; (c) the Articles of Arrangement shall have been filed with the Director and a certificate of arrangement shall have been issued by the Director in respect thereof; (d) the Regulatory Approvals distribution, offer, sale and issuance of the securities pursuant to the Arrangement shall have been obtained (be exempt from the prospectus and registration requirements of applicable Canadian securities laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or the by virtue of applicable waiting periods, including extensions thereof, shall have expired);exemptions under Canadian securities laws; and (e) the Parent Shares issuable distribution, offer, sale and issuance of securities pursuant to the Arrangement shall at the Effective Time be approved for listing on the NYSE, subject to official notice of issuance; and not require registration under (fi) 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 the Section 3(a)(10) thereof Exemption or another available exemption(ii) any state securities laws.

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement and the Contemplated Transactions 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 Company Shareholders at the Company Meeting in accordance with the Interim Order and the holders of Company Securities other than Company Shares shall not be entitled to vote in such capacity in respect of the Arrangement or, if so entitled pursuant to the terms of the Interim Order, shall have approved the Arrangement at or prior to the Meeting; (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 Company or the CompanyPurchaser, each 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 each of the Arrangement; (d) the Key Regulatory Approvals shall have been obtained and each such Key Regulatory Approval shall be in force and shall not have been modified or rescinded; (d) no Law shall be in effect that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the Company or the applicable waiting periods, including extensions thereof, shall have expired);Purchaser from consummating the Arrangement; and (e) the Parent Shares issuable pursuant to the Arrangement this Agreement 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 not have been allotted terminated in accordance with its terms. The foregoing conditions are for the mutual benefit of Purchaser and Company and may be asserted by the Parent Board conditional only on completion Purchaser or Company regardless of the Arrangement circumstances and that may be waived by either Party (with respect to such Parent Shares shall be exempt Party) in its sole and absolute discretion, in whole or in part, at any time and from the registration requirements of the U.S. Securities Act pursuant time to Section 3(a)(10) thereof or another available exemptiontime without prejudice to any other rights which such Party may have.

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 approved and adopted by the Aastra Shareholders at the Company 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 Parent or the CompanyAastra and Mitel, acting reasonably, on appeal or otherwise; (cd) 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; (de) the Regulatory Approvals Articles of Arrangement to be filed with the Director in accordance with this Agreement shall have been obtained (or be in form and substance acceptable to each of the applicable waiting periodsParties, including extensions thereof, shall have expired)acting reasonably; (ef) the Parent receipt of Investment Canada Approval and the French Determination, in each case without an Unreasonable Condition; (g) the Consideration Shares issuable pursuant and the Option Shares shall, subject to the Arrangement shall at the Effective Time be customary conditions, have been approved for listing on the NYSE, subject to official notice of issuanceTSX and the NASDAQ; and (fh) the Parent Consideration 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 exemptionthereof.

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 in whole or in part with the mutual consent of the Parties: (a) the Requisite Approval Arrangement Resolution shall have been obtained 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 Parent or the CompanyCompany and ▇▇▇▇▇▇, 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 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 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 Markets Act 2000 (the “FSMA”); or another available exemption(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; (g) HSR Approval shall have been obtained; and (h) Investment Canada Act Approval shall have been obtained.

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 approved and adopted by Whistler Shareholders at the Company Shareholder 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 AgreementAgreement and in form and substance acceptable to each of Vail and Whistler, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Parent either Whistler or the CompanyVail, each acting reasonably, on appeal or otherwise; (c) 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 receipt of all Regulatory Approvals shall have been obtained (or the applicable waiting periods, including extensions thereof, shall have expired)Approvals; (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 Vail Shares to be issued pursuant to the Arrangement or upon the exchange of Exchangeable Shares shall, subject to customary conditions, have been allotted by approved for listing on the Parent Board conditional only NYSE; (f) the Exchangeable Shares to be issued pursuant to the Agreement shall, subject to customary conditions, have been approved for listing on completion of the TSX; and (g) the Vail Shares and the Exchangeable Shares 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 obligations of the Parties to complete the Arrangement transactions contemplated by this Agreement are subject to the fulfillment or waiver, 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 Arrangement Resolution shall have received 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 the Agreement, and shall not have been set aside or modified in a manner unacceptable to Parent or the CompanyCompany and Acquireco, acting reasonably, on appeal or otherwise; (c) no Governmental Entity the Continuance Resolution shall have enactedbeen approved by two-thirds of the votes cast in respect of the Continuance Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting, and the Company shall have obtained the Articles of Continuance; (d) no statute, rule, regulation or order shall have been enacted or temporary or permanent restraining order or preliminary or permanent injunction or other order shall have been entered or issued, promulgated, enforced or entered by any Law (whether temporary, preliminary or permanent) which is then Government Authority in effect and each case that 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);; and (e) the Parent Shares issuable pursuant to the Arrangement this Agreement 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 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 respective obligations of the Parties to complete the Arrangement and the transactions contemplated by the Plan of Arrangement are subject to the fulfillment of each of the following conditions precedent satisfaction on or before the Effective TimeDate of the following conditions, each of which may only be waived with are for the mutual consent benefit of the PartiesBuyers, Parent and Sellers: (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 Authority shall have enacted, issued, promulgated, enforced enforced, made, entered, issued or entered applied any Applicable Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making including a cease trade order or other prohibition or order that makes the Arrangement illegal or otherwise preventing directly or prohibiting indirectly enjoins, restrains or otherwise prohibits consummation of the Arrangement or the other transactions contemplated herein or in the Plan of Arrangement; (b) the Regulatory Approvals, Shareholder Approval and the Final Order shall have been obtained; (c) the Articles of Arrangement shall have been filed with the Director and a certificate of arrangement shall have been issued by the Director in respect thereof; (d) the Regulatory Approvals distribution, offer, sale and issuance of the securities pursuant to the Arrangement shall have been obtained (be exempt from the prospectus and registration requirements of applicable Canadian securities laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or the by virtue of applicable waiting periods, including extensions thereof, shall have expired);exemptions under Canadian securities laws; and (e) the Parent Shares issuable distribution, offer, sale and issuance of securities pursuant to the Arrangement shall at the Effective Time be approved for listing on the NYSE, subject to official notice of issuance; and not require registration under (fi) 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 the Section 3(a)(10) thereof Exemption or another available exemption(ii) any state securities laws.

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 respective obligations of the Parties hereto to complete the Arrangement are Amalgamation and the other transactions contemplated by this Agreement 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 only by the mutual consent of the PartiesMTY and Imvescor: (a) 6.1.1 the Requisite Required Shareholder Approval in respect of the Amalgamation Resolution shall have been obtained; 6.1.2 the Regulatory Approvals shall have been obtained at the Company Meeting and each such Regulatory Approval is in accordance with the Interim Order; (b) the Interim Order force and the Final Order shall each have has not been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner that is unacceptable to Parent or the Company, acting reasonably, on appeal or otherwiseParties; (c) 6.1.3 no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any applicable Law (whether temporary, preliminary or permanent) which is then shall be in effect and has that makes the effect consummation of making the Arrangement Amalgamation illegal or otherwise preventing prohibits or prohibiting enjoins Imvescor or MTY from consummating the Amalgamation or any of the other transaction contemplated by this Agreement; 6.1.4 no proceeding of a judicial or administrative nature shall have been taken under any applicable Law or by Governmental Entity that prohibits or enjoins the 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 issuanceAmalgamation; and (f) 6.1.5 If required to have been filed, as determined in accordance with Section 2.8 hereof, the Parent Form F-8 or F-80, as applicable, regarding the offering and issuance of MTY Shares to be issued pursuant to US holders of Imvescor Shares in connection with the Arrangement Amalgamation has been declared effective , shall not have been allotted by withdrawn, and no stop order suspending the Parent Board conditional only on completion effectiveness of the Arrangement and that such Parent Shares registration statement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof or another available exemptionin effect.

Mutual Conditions Precedent. The respective obligations of the Parties each party to complete the Arrangement are transactions contemplated by this Agreement shall be subject to the fulfillment of each satisfaction, at or before the Closing Date, of the following conditions precedent on or before and the Effective Time, each of which may only parties shall cause such conditions to be waived with the mutual consent of the Partiesfulfilled insofar as they relate to matters within their respective control: (a) 7.2.1 the Requisite Approval Transaction Resolutions shall have been obtained approved at the Company Fund Meeting in accordance with as required by the Interim OrderDeclaration of Trust; (b) 7.2.2 there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, against the Interim Order and Purchasers or the Final Order Fund Parties which shall each have been obtained on terms consistent with this Agreementrestrain, enjoin or otherwise prevent the consummation of the Transaction, 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 promulgated or entered into any Law (whether temporaryLaw, preliminary or permanent) amended any existing Law, which is then in effect and has the effect of making the Arrangement Transaction illegal or otherwise preventing its completion; 7.2.3 the Required Regulatory Approvals, the failure of which to obtain would prevent or prohibiting consummation make illegal the completion of the Arrangement; (d) Transaction, shall have been obtained and any waiting period in respect of the Required Regulatory Approvals shall have expired or 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 issuanceterminated; and (f) the Parent Shares to be issued 7.2.4 this Agreement shall not have been terminated pursuant to Article 9. The foregoing conditions are for the Arrangement mutual benefit of the parties hereto, and may be waived in respect of a party hereto, in whole or in part by such party hereto in writing at any time in its sole discretion. No party may rely on the failure to satisfy any of the above conditions precedent as a basis for non-compliance by such party of its obligations under this Agreement if any such conditions precedent would have been allotted satisfied but for the material default 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 exemptionparty in its compliance with its obligations hereunder.

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 approved and adopted by Instadose Shareholders at the Company Shareholder 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 AgreementAgreement and in form and substance acceptable to each of MZKR and Instadose, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Parent either Instadose or the CompanyMZKR, each acting reasonably, on appeal or otherwise; (c) no Governmental Entity shall have enacted, issued, promulgated, enforced 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 MZKR 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 exemptionthereof; (e) the MZKR Shares to be issued pursuant to the Arrangement, other than to “affiliates” of MZKR, shall be issued without resale restrictions under the U.S Securities Act; (f) the MZKR Shares to be issued pursuant to the Arrangement shall, subject to customary conditions, have been approved for listing on the OTCQB; and (g) All Regulatory Approvals shall have been obtained.

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 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 AgreementAgreement and in form and substance acceptable to each of the Purchaser and the Company, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Parent either the Company or the CompanyPurchaser, each acting reasonably, on appeal or otherwise; (c) the Required Regulatory Approvals shall have been obtained; (d) the Consideration Shares to be issued pursuant to the Arrangement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof; (e) no Governmental Entity of competent jurisdiction located in a jurisdiction where the Company has material assets 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;; and (df) conditional approval of the Regulatory Approvals shall have been obtained (or listing of the applicable waiting periods, including extensions thereof, shall have expired); (e) the Parent Consideration 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 TSX shall have been allotted obtained 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 exemptionPurchaser.

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 is satisfied on or before prior to the Effective Time, each of which conditions may only be waived with waived, in whole or in part, by the mutual consent of the Parties: (a) the Requisite Approval shall have Arrangement Resolution has been obtained approved at the Company Meeting in accordance with the Interim Order; (b) 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 any of the CompanyParties, each 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 which prevents, prohibits or makes the effect completion of making the Arrangement illegal or otherwise preventing prohibits or prohibiting consummation of enjoins the Company or the Purchaser Parties from completing the Arrangement; (d) the Key Regulatory Approvals shall (other than the Foreign Antitrust and Investment Law Approvals) have been received or obtained (or the applicable waiting periods, including extensions thereof, shall have expired)and are in full force and effect; (e) the Parent Shares issuable pursuant Exchange Approval has been received and is in full force and effect and any registration statement(s) required to be filed and declared effective by the SEC to obtain the Exchange Approval or in connection with any Alternative Structure in accordance with Section 2.14, shall have been declared effective by the SEC under applicable law and remain effective (and to the Arrangement extent required or advisable in connection with any Alternative Structure in accordance with Section 2.14, the applicable offer period and any extensions thereof required by applicable securities laws shall at the Effective Time be approved for listing on the NYSE, subject to official notice of issuancehave expired); and (f) the Parent Shares Articles of Arrangement to be issued pursuant filed with the Registrar under the ABCA in accordance with the Arrangement shall be in a form and content satisfactory to the Arrangement have been allotted by Company and 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 exemptionPurchaser Parties, each acting reasonably.

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 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 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 respective obligations of the Parties to complete the Arrangement and the transactions contemplated by the Plan of Arrangement are subject to the fulfillment of each of the following conditions precedent satisfaction on or before the Effective TimeDate of the following conditions, each of which may only be waived with are for the mutual consent benefit of the PartiesAcquisition Sub, Parent and Target: (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 Authority shall have enacted, issued, promulgated, enforced enforced, made, entered, issued or entered applied any Applicable Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making including a cease trade order or other prohibition or order that makes the Arrangement illegal or otherwise preventing directly or prohibiting indirectly enjoins, restrains or otherwise prohibits consummation of the Arrangement or the other transactions contemplated herein or in the Plan of Arrangement; (b) the Regulatory Approvals, Shareholder Approval and the Final Order shall have been obtained; (c) the Articles of Arrangement shall have been filed with the Director and a certificate of arrangement shall have been issued by the Director in respect thereof; (d) the Regulatory Approvals distribution, offer, sale and issuance of the securities pursuant to the Arrangement shall have been obtained (be exempt from the prospectus and registration requirements of applicable Canadian securities laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or the by virtue of applicable waiting periods, including extensions thereof, shall have expired);exemptions under Canadian securities laws; and (e) the Parent Shares issuable distribution, offer, sale and issuance of securities pursuant to the Arrangement shall at the Effective Time be approved for listing on the NYSE, subject to official notice of issuance; and not require registration under (fi) 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 the Section 3(a)(10) thereof Exemption or another available exemption(ii) any state securities laws.

Mutual Conditions Precedent. The obligations of the Parties parties to complete the Arrangement are subject to the fulfillment of each of the following conditions precedent on or before the Effective TimeDate, each of which may only be waived in whole or in part with the mutual consent of the Partiesparties: (a) the Requisite Approval Arrangement Resolution shall have been obtained approved and adopted by the Securityholders 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, Agreement and shall not have been set aside or modified in a manner unacceptable to Parent the Company or the CompanyAcquiror, acting reasonably, on appeal or otherwise; (c) no Governmental Entity Regulatory Authority 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 (on terms satisfactory to the Acquiror, acting reasonably, and there shall be no appeal, stop-order, stay or revocation or proceeding seeking an appeal, stop-order, stay or revocation of the applicable waiting periods, including extensions thereof, shall have expired)Regulatory Approvals; (e) the Parent issuance of Acquiror Shares and Replacement Warrants issuable pursuant to the Arrangement shall at be exempt from registration requirements under the Effective Time be approved for listing on U.S. Securities Act pursuant to section 3(a)(10) thereof and the NYSE, subject to official notice registration and qualification requirements of issuanceall applicable state securities laws; and (f) the Parent Shares to be issued pursuant to the Arrangement 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 parties to complete the Arrangement are subject to the fulfillment of each of the following conditions precedent on or before the Effective TimeDate, each of which may only be waived in whole or in part with the mutual consent of the Partiesparties: (a) the Requisite Approval Arrangement Resolution shall have been obtained approved and adopted by the Securityholders 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, Agreement and shall not have been set aside or modified in a manner unacceptable to Parent the Company or the CompanyAcquiror, acting reasonably, on appeal or otherwise; (c) no Governmental Entity Regulatory Authority 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 (on terms satisfactory to the Acquiror, acting reasonably, and there shall be no appeal, stop-order, stay or revocation or proceeding seeking an appeal, stop-order, stay or revocation of the applicable waiting periods, including extensions thereof, shall have expired)Regulatory Approvals; (e) the Parent issuance of Acquiror Shares issuable pursuant to the Arrangement shall at be exempt from registration requirements under the Effective Time be approved for listing on U.S. Securities Act pursuant to section 3(a)(10) thereof and the NYSE, subject to official notice registration and qualification requirements of issuanceall applicable state securities laws; and (f) the Parent Shares to be issued pursuant to the Arrangement 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 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 Greenbrook Shareholders at the Company Greenbrook Meeting in accordance with the Interim OrderOrder and applicable Law; (b) the Neuronetics Key Resolutions shall have been duly approved by Neuronetics Stockholders at the Neuronetics 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 Neuronetics and Greenbrook, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Parent either Greenbrook or the CompanyNeuronetics, 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 Neuronetics Shares issuable pursuant to shall remain listed on the NASDAQ, and the NASDAQ shall have completed its review of, and raised no objections to, the issuance of the Consideration Shares and the other transactions contemplated by the Arrangement shall at the Effective Time be approved for listing on the NYSE, subject to official notice of issuanceand this Agreement; and (f) the Parent Consideration 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 and applicable U.S. state securities laws (or another available exemptionNeuronetics shall have complied with any U.S. state securities laws for which no such 3(a)(10)-equivalent exemption is available).

Mutual Conditions Precedent. The respective obligations of the Parties to complete consummate the Arrangement transactions contemplated herein are subject to the fulfillment of each satisfaction, on or before the Closing Date, of the following conditions precedent on or before the Effective Time, each any of which may only be waived with by the mutual consent of the PartiesParties without prejudice to their rights to rely on any other of such conditions: (a) the Requisite Approval shareholders of the Purchaser shall have been obtained at approved the Company Meeting creation of the Consideration Shares in accordance with the Interim Orderprovisions of the Business Corporations Act (British Columbia); (b) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and there shall not have been set aside or modified in a manner unacceptable to Parent or exist any prohibition under Applicable Laws against the Company, acting reasonably, on appeal or otherwiseconsummation of the Transaction; (c) 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 ArrangementTransaction; (d) all Consents, orders and approvals, including, without limitation, shareholder, stock exchange, and regulatory approvals, required or necessary or desirable for the Regulatory Approvals completion of the Transaction shall have been obtained (or received from the applicable waiting periodspersons having jurisdiction in the circumstances, including extensions thereofall on terms satisfactory to each of the Parties, shall have expired)acting reasonably; (e) since the Parent Shares issuable pursuant date hereof to the Arrangement Closing Date, no Applicable Laws or proposed Applicable Laws, any change in any Applicable Laws, or the interpretation or enforcement of any Applicable Laws shall at have been introduced, enacted or announced (including the Effective Time introduction, enactment or announcement of any Applicable Laws respecting taxes or the Environment or any change therein or in the interpretation or enforcement thereof), the effect of which will be approved for listing on to prevent or materially impair the NYSE, subject to official notice completion of issuancethe transactions contemplated herein; and (f) the Parent Shares to be issued pursuant to the Arrangement 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 terminated in accordance with Section 3(a)(10) thereof or another available exemption12.01.