Exchangeable Share Provisions means the rights, privileges, restrictions
and conditions attaching to the Exchangeable Shares, which rights, privileges, restrictions and conditions shall be in substantially the form set out in Appendix I hereto.
Exchangeable Shares means the exchangeable shares in the capital of Canco having the rights, privileges, restrictions and
conditions set forth in the Exchangeable Share Provisions.
Final Order means an order of the Court granted pursuant to
Section 185 of the OBCA, in a form acceptable to each of RTO Acquiror and Meta, each acting reasonably, approving the Arrangement after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement, as
such order may be affirmed, amended, modified, supplemented or varied by the Court (with the consent of RTO Acquiror and Meta, each acting reasonably) at any time prior to the Effective Date or, if appealed, as affirmed or amended (provided,
however, that any such amendment is acceptable to RTO Acquiror and Meta, each acting reasonably) on appeal, unless such appeal is withdrawn, abandoned or denied.
Governmental Entity means (i) any multinational or supranational body or organization, nation, government, state,
province, country, territory, municipality, quasi-government, administrative, judicial or regulatory authority, agency, board, body, bureau, commission, instrumentality, court or tribunal or any political subdivision thereof, or any central bank (or
similar monetary or regulatory authority) thereof, any taxing authority, any ministry or department or agency of any of the foregoing, (ii) any self-regulatory organization or stock exchange, including the Exchange and NASDAQ, (iii) any
entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government; and (iv) any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of
such entities or other bodies pursuant to the foregoing.
holder means the holder of Meta Shares, Meta Options or Meta
Warrants shown from time to time in the central securities register maintained by or on behalf of Meta in respect of such securities, as the context requires.
including means including without limitation and includes means includes without
limitation.
Interim Order means an order of the Court in a form acceptable to each of RTO Acquiror and Meta,
acting reasonably, providing for, among other things, the calling and holding of the Meta Meeting, as the same may be amended by the Court with the consent of RTO Acquiror and Meta, each acting reasonably.
ITA means the Income Tax Act (Canada), as amended.
Law means, with respect to any person, any and all applicable law (statutory, common, civil or otherwise), constitution,
treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or
applicable to such person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended.
Letter of Transmittal and Election Form means the letter of transmittal and election form for use by holders of Meta Shares
or other securities of Meta, in the form accompanying the Meta Circular.
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