Common use of Additional Agreements and Filings Clause in Contracts

Additional Agreements and Filings. Subject to the terms and conditions herein provided, each of the Parties agrees to use its reasonable efforts to take, or cause to be taken, all reasonable actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective as promptly as practicable the Contemplated Transactions and to cooperate with each other in connection with the foregoing, including using commercially reasonable efforts: (a) to obtain all necessary or advisable consents, approvals and authorizations as are required or advisable to be obtained under applicable Law, including, without limitation, under the rules of the NYSE and the TSX and, in the case of the Offeror to list the Hudbay Shares issuable pursuant to the Offer and pursuant to the exercise of the Hudbay Warrants on the NYSE and the TSX, and to list the Hudbay Warrants on the TSX; (b) to defend all lawsuits or other legal proceedings challenging this Agreement or the consummation of the Contemplated Transactions; (c) to cause to be lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the Contemplated Transactions; (d) to effect all necessary registrations and other filings and submissions of information requested by Governmental Authorities or required under any applicable Securities Laws, or any other Law relating to the Contemplated Transactions; (e) to effect all necessary filings and submissions as are required or advisable to obtain Competition Act Approval; (f) to settle the agreement providing for the issuance of the Hudbay Warrants in a form satisfactory to each of the Parties, acting reasonably; (g) to execute and deliver such documents as the other Party may reasonably require; and (h) to fulfil all conditions within its power and satisfy all provisions of this Agreement, the Offer and any Compulsory Acquisition or Subsequent Acquisition Transaction.

Additional Agreements and Filings. Subject to the terms and conditions herein provided, each of the Parties agrees to use its reasonable commercial efforts to take, or cause to be taken, all reasonable actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective as promptly as practicable the Contemplated Transactions and to cooperate with each other in connection with the foregoing, including using commercially reasonable commercial efforts: (a) to obtain all necessary or advisable consents, approvals and authorizations as are required or advisable to be obtained under applicable Law, including, without limitation, under the rules of the NYSE and the TSX and, in the case of the Offeror to list the Hudbay Aurora Shares issuable pursuant to the Offer and pursuant to the exercise of the Hudbay Warrants on the NYSE and the TSX, and to list the Hudbay Warrants on the TSXImproved Offer; (b) to defend all lawsuits or other legal proceedings challenging this Agreement or the consummation of the Contemplated Transactions; (c) to cause to be lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the Contemplated Transactions; (d) to effect all necessary registrations and other filings and submissions of information requested by Governmental Authorities or required under any applicable Securities Laws, or any other Law relating to the Contemplated Transactions; (e) to effect all necessary registrations and other filings and submissions as are of information requested by Governmental Authorities or required under any applicable Securities Laws, or advisable any other Law relating to obtain Competition Act Approvalthe Contemplated Transactions; (f) to settle the agreement providing for the issuance of the Hudbay Aurora Warrants in a form satisfactory to each of the Parties, acting reasonably; (g) to execute and deliver such documents as the other Party may reasonably require; and (h) to fulfil all conditions within its power and satisfy all provisions of this Agreement, the Improved Offer and any Compulsory Acquisition or Subsequent Acquisition Transaction.

Additional Agreements and Filings. (a) Subject to the terms and conditions herein provided, including, Section 5.8, each of the Parties agrees (and shall cause its Affiliates as necessary) to use its reasonable commercially best efforts to take, or cause to be taken, all reasonable actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective as promptly as practicable the Contemplated Transactions Transaction and to cooperate with each other in connection with the foregoing, including using commercially reasonable best efforts: (ai) to obtain obtain, as promptly as reasonably practicable, from any Authority or any other third party all necessary or advisable consents, approvals and authorizations as are required or advisable to be obtained under applicable Law, including, without limitation, under in connection with this Agreement and the rules consummation of the NYSE and the TSX and, in the case of the Offeror to list the Hudbay Shares issuable pursuant to the Offer and pursuant to the exercise of the Hudbay Warrants on the NYSE and the TSX, and to list the Hudbay Warrants on the TSXTransaction; (bii) to defend all lawsuits or other legal proceedings challenging this Agreement or the consummation of the Contemplated TransactionsTransaction; (ciii) to cause to be lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the Contemplated TransactionsTransaction; (div) to effect all necessary registrations and other filings and submissions of information requested by Governmental Authorities or required under any Law applicable Securities Laws, or any other Law relating to the Contemplated TransactionsTransaction; (e) to effect all necessary filings and submissions as are required or advisable to obtain Competition Act Approval; (f) to settle the agreement providing for the issuance of the Hudbay Warrants in a form satisfactory to each of the Parties, acting reasonably; (gv) to execute and deliver such documents as the other Party may reasonably require; and (hvi) to fulfil satisfy (or to cause the satisfaction of) the conditions set out in Sections 4.1, 4.2 and 4.3, to the extent the same is within their control, and use commercially best reasonable efforts to take, or cause to be taken, all conditions within its power other actions and satisfy to do, or cause to be done, all provisions of this other things necessary, proper and advisable under all applicable Laws to complete the Transaction in accordance with the terms hereof, including (without limitation) (x) with respect to Buyer, terminating (and causing Buyer Subsidiary to terminate) the Buyer Shareholders Agreement, the Offer Registration Rights Agreement, (y) with respect to the Sirius Parties, terminating the Sirius Shareholders Agreement, and (z) with respect to CBC requesting and recommending in favour of an Order in Council granting the CBC authority to consummate the Transactions. (b) Buyer and the Vendors agree that the entire Purchase Price is in consideration for the Purchased Securities and that no part of the Purchase Price relates to any Compulsory Acquisition restrictive covenant granted pursuant to this Agreement. (c) Buyer shall file all required Tax Returns for Sirius relating to any period prior to Closing. (d) Each of the Vendors agrees that Sirius (or Subsequent Acquisition Transactionits successor) shall be entitled to make the election contemplated in either subsection 184(3) or subsection 185.1(2) of the Tax Act to treat any excess referred to in subsection 184(2) of the Tax Act as a separate taxable dividend (in the case of an election under subsection 184(3) of the Tax Act) or the full amount of an “excessive eligible dividend designation” (as defined in the Tax Act) as a separate taxable dividend (in the case of an election under subsection 185.1(2). Each of the Vendors agrees to use commercially reasonable efforts in order to give effect to any such election.

Additional Agreements and Filings. Subject to the terms and conditions herein provided, each of the Parties agrees to use its reasonable efforts to take, or cause to be taken, all reasonable actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective as promptly as practicable the Contemplated Transactions and to cooperate with each other in connection with the foregoing, including using commercially reasonable efforts: (a) to obtain all necessary or advisable consents, approvals and authorizations as are required or advisable to be obtained under applicable Law, including, without limitation, under the rules of the NYSE and the TSX and, in the case of the Offeror to list the Hudbay Shares issuable pursuant to the Offer and pursuant to the exercise of the Hudbay Warrants on the NYSE and the TSX, and to list the Hudbay Warrants on the TSX; (b) to defend all lawsuits or other legal proceedings challenging this Agreement or the consummation of the Contemplated Transactions; (c) to cause to be lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the Contemplated Transactions; (d) to effect all necessary registrations and other filings and submissions of information requested by Governmental Authorities or required under any applicable Securities Laws, or any other Law relating to the Contemplated Transactions; (e) to effect all necessary filings and submissions as are required or advisable to obtain Competition Act Approval; (f) to settle the agreement providing for the issuance of the Hudbay Warrants in a form satisfactory to each of the Parties, acting reasonably; (g) to execute and deliver such documents as the other Party may reasonably require; and (hf) to fulfil all conditions within its power and satisfy all provisions of this Agreement, the Offer and any Compulsory Acquisition or Subsequent Acquisition Transaction.

Additional Agreements and Filings. Subject to the terms and conditions herein provided, provided each of the Parties agrees to use its reasonable commercial efforts to take, or cause to be taken, all reasonable actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective as promptly as practicable the Contemplated Transactions Transaction and other matters contemplated by this Agreement and to cooperate with each other in connection with the foregoing, including using commercially reasonable commercial efforts: (a) to obtain all necessary or advisable consents, approvals and authorizations Consents as are required or advisable to be obtained under applicable Law, including, without limitation, under the rules of the NYSE and the TSX andLaw or any Consents that, in the case opinion of SEMHMP and/or the Offeror to list the Hudbay Shares issuable pursuant Fund Parties, each acting reasonably, would be advisable to the Offer and pursuant to effect the exercise of the Hudbay Warrants on the NYSE and the TSX, and to list the Hudbay Warrants on the TSXTransaction; (b) to defend all lawsuits or other legal proceedings challenging this Agreement or the consummation of the Contemplated TransactionsTransaction contemplated hereby, in the case of a lawsuit or proceeding against the Fund Parties or any Fund Subsidiaries subject to the approval of SEMHMP, acting reasonably; (c) to cause to be lifted or rescinded any injunction or restraining order or other order Order adversely affecting the ability of the Parties to consummate the Contemplated Transactions; (d) Transaction and to effect all necessary registrations and other filings and submissions of information requested by Governmental Authorities or required under any applicable Securities Laws, or any other Law relating to the Contemplated Transactions; (e) to effect all necessary filings and submissions as are required transactions contemplated herein, in the case of an injunction or advisable to obtain Competition Act Approval; (f) to settle Order against the agreement providing for Fund, the issuance Trust or any of the Hudbay Warrants in a form satisfactory Fund Subsidiaries subject to each the approval of the PartiesSEMHMP, acting reasonably; (gd) to execute and deliver such documents as the other Party may reasonably requirebe required or advisable to effect the Transaction; and (he) to fulfil all conditions within its power and satisfy all provisions of this Agreement, Agreement and the Offer and any Compulsory Acquisition or Subsequent Acquisition Transaction.

Additional Agreements and Filings. Subject to the terms and conditions herein provided, each of the Parties agrees to use its reasonable efforts to take, or cause to be taken, all reasonable actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective as promptly as practicable the Contemplated Transactions transactions contemplated by this Agreement and to cooperate with each other in connection with the foregoing, including using commercially reasonable best efforts: (a) to obtain all necessary or advisable consents, approvals approvals, exemptions, registrations, and authorizations as are required or advisable to be obtained under applicable Law, including, without limitation, under Law including the rules Required Consents and Approvals of Parent and Subco and Required Consents and Approvals of the NYSE and the TSX and, in the case of the Offeror to list the Hudbay Shares issuable pursuant to the Offer and pursuant to the exercise of the Hudbay Warrants on the NYSE and the TSX, and to list the Hudbay Warrants on the TSXCompany; (b) to defend all lawsuits or other legal proceedings challenging this Agreement or the consummation of the Contemplated Transactionstransactions contemplated hereby; (c) to cause to be lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the Contemplated Transactionstransactions contemplated hereby; (d) to obtain all necessary exemptions and effect all necessary registrations and other filings and submissions of information requested by Governmental Authorities or required under any applicable Securities Laws, or any other Law Laws relating to the Contemplated Transactionstransactions contemplated herein; (e) to effect all necessary filings and submissions as are required or advisable to obtain Competition Act Approval; (f) to settle the agreement providing for the issuance of the Hudbay Warrants in a form satisfactory to each of the Parties, acting reasonably; (g) to execute and deliver such documents as the any other Party may reasonably require; and (hf) to fulfil all conditions within its power and satisfy all provisions of this Agreement, the Offer and any Compulsory Acquisition or Subsequent Acquisition Transaction.