Common use of Transfer of NVPS Shares to Third-Party Clause in Contracts

Transfer of NVPS Shares to Third-Party. Subject to the provisions of this Section 2.3, the Parties agree that Ayre is permitted to sell, transfer and assign any number of NVP Shares to any other Person who is not an Affiliate of Ayre through a private (pursuant to an exemption from the prospectus requirement under National Instrument 45-106 – Prospectus Exemptions or other applicable securities laws) or over the counter trade outside of the facilities of the CSE, subject to applicable securities laws and the terms of the Coattail Agreement (a “Third-Party Transfer”) and concurrently with the closing of such Third Party Transfer, such transferred NVP Shares shall be converted into an equal number of Common Shares. Ayre shall notify Squire prior to the closing of any Third Party Transfer. Concurrently with the closing of such Third Party Transfer, Ayre shall deliver the NVP Shares being transferred to Squire and Squire shall exchange such transferred NVP Shares for an equal number of Common Shares and shall register such Common Shares in the name of such transferee. Each Party shall do such acts and shall execute such further documents, conveyances, deeds, assignments, transfers and the like, and will cause the doing of such acts and will cause the execution of such further documents as are within its power, as any other Party may in writing at any time and from time to time reasonably request be done and or executed, in order to give full effect to the requirements of this Section 2.2 in connection with a Third Party Transfer. For greater certainty, Ayre may transfer NVP Shares to his Affiliate upon providing written notice to Squire of such transfer and such Affiliate entering into an agreement to be bound by this Agreement and the Coattail Agreement in a form acceptable to ▇▇▇▇▇▇, acting reasonably.

Transfer of NVPS Shares to Third-Party. Subject to the provisions of this Section 2.3, the Parties agree that Ayre is permitted to sell, transfer and assign any number of NVP Shares to any other Person who is not an Affiliate of Ayre through a private (pursuant to an exemption from the prospectus requirement under National Instrument 45-106 – Prospectus Exemptions or other applicable securities laws) or over the counter trade outside of the facilities of the CSE, subject to applicable securities laws and the terms of the Coattail Agreement (a “Third-Party Transfer”) and concurrently with the closing of such Third Party Transfer, such transferred NVP Shares shall be converted into an equal number of Common Shares. Ayre shall notify Squire Taal prior to the closing of any Third Party Transfer. Concurrently with the closing of such Third Party Transfer, Ayre shall deliver the NVP Shares being transferred to Squire Taal and Squire Taal shall exchange such transferred NVP Shares for an equal number of Common Shares and shall register such Common Shares in the name of such transferee. Each Party shall do such acts and shall execute such further documents, conveyances, deeds, assignments, transfers and the like, and will cause the doing of such acts and will cause the execution of such further documents as are within its power, as any other Party may in writing at any time and from time to time reasonably request be done and or executed, in order to give full effect to the requirements of this Section 2.2 in connection with a Third Party Transfer. For greater certainty, Ayre may transfer NVP Shares to his Affiliate upon providing written notice to Squire Taal of such transfer and such Affiliate entering into an agreement to be bound by this Agreement and the Coattail Agreement in a form acceptable to ▇▇▇▇▇▇Taal, acting reasonably.