receipt of the CFIUS Clearance; (f) satisfaction of any ITAR
Pre-Notification
Requirement; and (g) any Consents, filings, registrations, or
notifications, which if not obtained or made, would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.
Section 5.04.
No Vote Required
. No member or shareholder vote of Parent is required to approve this
Agreement or the other Transaction Agreements or to authorize the Merger Sub or consummate the Contemplated Transactions.
Section 5.05.
Non-contravention
. The execution, delivery and
performance by Parent and Merger Sub of this Agreement and each other Transaction Agreement (including the consummation of the Merger) do not and will not (whether with due notice or lapse of time or both), directly or indirectly, (i) violate,
conflict with or result in a breach of any provision of any Parent Organizational Document or the organizational governing documents of any of Parents Subsidiaries, (ii) subject to compliance with the requirements set forth in
Section
5.03
, violate any provision of any Applicable Law with respect to Parent or any Subsidiary thereof, (iii) violate, conflict with, result in any breach of or any default under, or result in or give to others any
rights of termination, modification, amendment, vesting or cancelation of or under, acceleration, revocation or suspension of any Contract to which Parent or any of its Subsidiaries is a party, or (iv) result in the creation or imposition of
any Encumbrance (other than any Permitted Encumbrances) upon any of the assets, properties or rights of Parent or Merger, except, in the case of each of clauses (ii) through (iv) above, as would not, individually or in the
aggregate, reasonably be expected to have a Parent Material Adverse Effect.
Section 5.06.
Capitalization
.
(a) As of March 7, 2019, the authorized capital stock of Parent consists of: (i) an unlimited number of
Parent Class A Shares, of which 993,897,590 shares, have been issued and are outstanding; (ii) 85,120 Parent Class B Shares, all of which are issued and are outstanding; (iii) an unlimited number of Parent Class A Preferred
Shares, of which 10,457,685 Class A Preference Shares, Series 2; 3,995,910 Class A Preference Shares, Series 4; 2,476,185 Class A Preference Shares, Series 8; 5,515,981 Class A Preference Shares, Series 9; 9,640,096 Class A
Preference Shares, Series 13; 2,000,000 Class A Preference Shares, Series 15; 7,862,084 Class A Preference Shares, Series 17; 7,885,754 Class A Preference Shares, Series 18; 9,298,148 Class A Preference Shares, Series 24;
1,529,133 Class A Preference Shares, Series 25; 9,803,240 Class A Preference Shares, Series 26; 9,246,777 Class A Preference Shares, Series 28; 9,790,374 Class A Preference Shares, Series 30; 11,754,099 Class A Preference
Shares, Series 32; 9,888,332 Class A Preference Shares, Series 34; 7,863,793 Class A Preference Shares, Series 36; 7,837,967 Class A Preference Shares, Series 37; 7,924,280 Class A Preference Shares, Series 38; 11,853,135
Class A Preference Shares, Series 40; 11,902,700 Class A Preference Shares, Series 42; 9,831,929 Class A Preference Shares, Series 44; 11,740,797 Class A Preference Shares, Series 46; and 11,885,972 Class A Preference
Shares, Series 48; in each case, are issued and outstanding; and (iv) an unlimited number of Class AA Preferred Shares, none of which have been issued or are outstanding.
(b) All of the outstanding Parent Class A Shares have been duly authorized and validly issued, and are fully paid
and
non-assessable.
As of the date of this Agreement, there is no shareholder rights plan (or similar plan commonly referred to as a poison pill) under which any of the Parent Entities is or may
become obligated to sell or otherwise issue any shares of its capital stock or any other securities.
(c) All
outstanding Parent Class A Shares, warrants, equity-based compensation awards (whether payable in equity, cash or otherwise) and other securities of Parent and Parents Subsidiaries have been issued and granted in compliance in all
material respects with: (i) all Applicable Laws relating to securities; and (ii) all requirements set forth in applicable Contracts and any applicable Parent Employee Plan.
Section 5.07.
SEC Filings; Parent Financial Statements
.
(a) All Parent Disclosure Documents required to have been filed or furnished by Parent or its officers with the SEC or
the Canadian Securities Administrators since December 31, 2016 have been so filed or furnished on a
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