Interim Order means an order of the Court in form and substance
acceptable to each of the Parties, 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 the Parties, each acting reasonably;
Intervening Event means, with respect to Meta, a Meta Intervening Event, and with respect to RTO Acquiror, an RTO Acquiror
Intervening Event;
Intervening Event Notice has the meaning ascribed thereto in Subsection 7.4(a)(ii)A;
Intervening Event Matching Period has the meaning ascribed thereto in Subsection 7.4(a)(ii)C;
ITA means the Income Tax Act (Canada), as amended from time to time;
Key Regulatory Approvals means those rulings, consents, orders, exemptions, Permits, Authorizations and other approvals of
Governmental Entities, necessary to proceed with the transactions contemplated by this Agreement and the Plan of Arrangement, as listed in Schedule G;
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, 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;
Liability means, in respect of any Person, any debt, liability or obligation of any kind or nature whatsoever, including
(i) any right against such Person to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, (ii) any right
against such Person to an equitable remedy for breach of performance, whether or not such right to any equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured, and (iii) any
obligation of such Person for the performance of any covenant or agreement (whether for the payment of money or otherwise);
Lock-Up Agreements means the certain lock-up agreements (including all amendments thereto) entered or to be entered into by certain parties, where such parties have
agreed, among other things, to lock-up and not sell, transfer or otherwise dispose of their RTO Acquiror Shares and/or Meta Shares, as applicable, in the form attached hereto as K;
Matching Party has the meaning ascribed thereto in Subsection 7.4(a);
Matching Period has the meaning ascribed thereto in Subsection 7.4(a)(ii)C;
material change, material fact and misrepresentation have the meanings ascribed
thereto in the Securities Act;
Material Contract means any of the following for a Party:
(i) any management, employment, severance, retention, transaction bonus, change in control, material consulting, relocation,
repatriation or expatriation agreement or other similar Contract;
(ii) any Contract with any distributor, reseller or
sales representative with an annual value in excess of $100,000;
(iii) any Contract with any manufacturer, vendor, or
other Person for the supply of materials or performance of services by such third party to the Party in relation to the manufacture of the Partys products or product candidates with an annual value in excess of $100,000;
(iv) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock
purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement;
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