The Arrangement Agreement includes other customary termination provisions where a Termination Fee is payable to Canopy Growth or Mettrum under certain circumstances. The acquisition will be carried out by way of plan of arrangement under the Business Corporations Act ( Ontario ) and will require the approval of at least 66 2/3% of the votes cast by Mettrum shareholders at a special meeting expected to take place in January 2017. Under applicable TSX rules, the transaction requires the approval of Canopy Growth shareholders by a majority vote, as the number of Canopy Growth common shares to be issued exceeds 25% of the total number of outstanding Canopy Growth common shares, with such approval expected to take place at a special meeting in January 2017. Senior officers and directors of Canopy Growth have also entered into voting support agreements pursuant to which they will vote their common shares in favour of the Arrangement.