Common use of Announcement and Shareholder Communications Clause in Contracts

Announcement and Shareholder Communications. Eldorado and European Goldfields shall each publicly announce the transactions contemplated hereby promptly following the execution of this Agreement by Eldorado and European Goldfields, the text and timing of each Party’s announcement to be approved by the other Party in advance, acting reasonably. Eldorado and European Goldfields agree to co-operate in the preparation of presentations, if any, to European Goldfields Shareholders or the Eldorado Shareholders regarding the transactions contemplated by this Agreement, and no Party shall: (a) issue any press release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld or delayed); or (b) make any filing with any Governmental Entity with respect thereto without prior consultation with the other Party; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing. To the extent possible, European Goldfields shall provide prior notice to Eldorado of any material public disclosure that it proposes to make regarding its business or operations, together with a draft copy of such disclosure. Eldorado and its legal counsel shall be given a reasonable opportunity to review and comment on such information prior to such information being disseminated publicly or filed with any Governmental Entity, and reasonable consideration shall be given to any comments made by Eldorado and its counsel.

Announcement and Shareholder Communications. Eldorado (a) Endeavour and European Goldfields Avion shall each publicly announce the transactions contemplated hereby promptly following the execution of this Agreement by Eldorado Endeavour and European GoldfieldsAvion, the text and timing of each Party’s announcement to be approved by the other Party in advance, acting reasonably. Eldorado Endeavour and European Goldfields Avion agree to co-operate in the preparation of presentations, if any, to European Goldfields Avion Shareholders or the Eldorado Endeavour Shareholders regarding the transactions contemplated by this Agreement, and no Party shall: (ai) issue any press release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld or delayed); or (bii) make any filing with any Governmental Entity with respect thereto without prior consultation with the other Party; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing. . (b) To the extent possible, European Goldfields Avion shall provide prior notice to Eldorado Endeavour of any material public disclosure that it proposes to make regarding its business or operations, together with a draft copy of such disclosure. Eldorado Endeavour and its legal counsel shall be given a reasonable opportunity to review and comment on such information prior to such information being disseminated publicly or filed with any Governmental Entity, and reasonable consideration shall be given to any comments made by Eldorado Endeavour and its counsel. (c) To the extent reasonably possible, Endeavour shall provide prior notice to Avion of any material public disclosure that it proposes to make regarding its business or operations, together with a copy of such disclosure.

Announcement and Shareholder Communications. Eldorado LSEG and European Goldfields TMX Group shall each jointly publicly announce the transactions contemplated hereby promptly following the execution of this Agreement by Eldorado LSEG and European GoldfieldsTMX Group, the text and timing of each Party’s such announcement to be approved in writing by the other Party Parties in advance, acting reasonably. Eldorado LSEG and European Goldfields TMX Group agree to co-operate in the preparation of presentations, if any, to European Goldfields TMX Group Shareholders or the Eldorado LSEG Shareholders regarding the transactions contemplated by this Agreement, and no Party shall: shall (a) issue any press release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the prior written consent of the other Party (which consent shall not be unreasonably withheld or delayed); , except as permitted by Section 5.8, or (b) subject to Section 5.5, make any filing with any Governmental Entity with respect thereto without the prior consultation with written consent of the other Party; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable LawsLaws or stock exchange rules (including, from LSEG, the City Code, the Disclosure Rules and the Listing Rules), and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing. To the extent possible, European Goldfields Each Party shall provide prior notice to Eldorado the other Party of any material public disclosure that it proposes to make regarding its business or operations, together with a draft copy of such disclosure. Eldorado The other Party and its legal counsel shall be given a reasonable opportunity to review and comment on such information prior to such information being disseminated publicly or filed with any Governmental Entity, and reasonable consideration shall be given to any comments made by Eldorado the other Party and its counsel.

Announcement and Shareholder Communications. Eldorado and European Goldfields The Company shall each publicly announce agree with the transactions contemplated hereby promptly following Purchaser on the execution form of press release to be issued by the Company with respect to this Agreement as soon as practicable after its due execution. Except as required by Eldorado and European GoldfieldsLaw, the text Purchaser and timing of each Party’s announcement to be approved by the other Party in advance, acting reasonably. Eldorado and European Goldfields Company agree to co-operate cooperate in the preparation of presentations, if any, to European Goldfields Shareholders or the Eldorado Company Shareholders regarding the transactions contemplated by this Agreement. Prior to the Effective Time, and no each Party shall: (a) not issue any press release or otherwise make public announcements statements with respect to this Agreement or the Plan of Arrangement without the consent of first consulting the other Party (which consent shall not be unreasonably withheld or delayed)and giving reasonable consideration to any comments made by the other Party; or and (b) not make any filing with any Governmental Entity with respect thereto to this Agreement or the Arrangement without prior consultation with the consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. Each Party shall enable the other Party to review and comment on all such press releases prior to the release thereof, shall enable the other Party to review and comment on such filings prior to the filing thereof and shall consider to incorporate the comments of the other Party in good faith; provided, however, that the foregoing shall be subject to the each Party’s overriding obligation to make any disclosure or filing required under in accordance with applicable Laws, including Securities Laws, TSX rules and regulations and NYSE rules and regulations and if such disclosure or filing is required and the other Party has not reviewed or commented on the disclosure or filing, the Party making such the disclosure or filing shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filingParty, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing. To For the avoidance of doubt, the foregoing shall not prevent any Party from making internal announcements to its employees so long as such statements and announcements to the extent possiblerelating to this Agreement or the Arrangement, European Goldfields shall provide prior notice are limited in content to Eldorado of any material that was contained in the most recent press releases, public disclosure that it proposes to make regarding its business disclosures or operations, together with a draft copy of such disclosure. Eldorado and its legal counsel shall be given a reasonable opportunity to review and comment on such information prior to such information being disseminated publicly or filed with any Governmental Entity, and reasonable consideration shall be given to any comments public statements made by Eldorado the Parties with respect to this Agreement or the Arrangement. Notwithstanding the foregoing, (i) the provisions of this Section 2.9 related to the approval or contents of filings with Governmental Entities will not apply with respect to filings in connection with the Company Circular, the Interim Order or the Final Order which are governed by other Sections of this Agreement and its counsel(ii) upon a Company Change in Recommendation this Section 2.9 will cease to apply.

Announcement and Shareholder Communications. Eldorado (a) Fortuna and European Goldfields Goldrock shall each publicly announce the transactions contemplated hereby promptly following the execution of this Agreement by Eldorado Fortuna and European GoldfieldsGoldrock, the text and timing of each Party’s 's announcement to be approved by the other Party in advance, acting reasonably. Eldorado Fortuna and European Goldfields Goldrock agree to co-operate in the preparation of presentations, if any, to European Goldfields Shareholders Goldrock Securityholders or the Eldorado Fortuna Shareholders regarding the transactions contemplated by this Agreement, and no Party shall: (ai) issue any press release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld or delayed); or (bii) make any filing with any Governmental Entity with respect thereto without prior consultation with the other Party; provided, however, that the foregoing shall be subject to each Party’s 's overriding obligation to make any disclosure or filing required under applicable Laws, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possiblepermitted by applicable securities laws, to give such notice immediately following the making of such disclosure or filing. . (b) To the extent reasonably possible, European Goldfields Goldrock shall provide prior notice to Eldorado Fortuna of any material public disclosure that it proposes to make regarding its business or operations, together with a draft copy of such disclosure. Eldorado Fortuna and its legal counsel shall be given a reasonable opportunity to review and comment on such information prior to such information being disseminated publicly or filed with any Governmental Entity, and reasonable consideration shall be given to any comments made by Eldorado Fortuna and its counsel. (c) To the extent reasonably possible, Fortuna shall provide prior notice to Goldrock of any material public disclosure that it proposes to make regarding its business or operations, together with a copy of such disclosure.

Announcement and Shareholder Communications. Eldorado Pan American and European Goldfields Minefinders shall each publicly announce the transactions contemplated hereby promptly following the execution of this Agreement by Eldorado Pan American and European GoldfieldsMinefinders, the text and timing of each Party’s announcement to be approved by the other Party in advance, acting reasonably. Eldorado Pan American and European Goldfields Minefinders agree to co-operate in the preparation of presentations, if any, to European Goldfields Minefinders Shareholders or the Eldorado Pan American Shareholders regarding the transactions contemplated by this Agreement, and no Party shall: (a) issue any press release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld or delayed); or (b) make any filing with any Governmental Entity with respect thereto without prior consultation with the other Party; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing. To the extent possible, European Goldfields each Party shall provide prior notice to Eldorado the other Party of any material public disclosure that it proposes to make regarding its business or operations, together with a draft copy of such disclosure. Eldorado Such other Party and its legal counsel shall be given a reasonable opportunity to review and comment on such information prior to such information being disseminated publicly or filed with any Governmental Entity, and reasonable consideration shall be given to any comments made by Eldorado such other Party and its counsel.

Announcement and Shareholder Communications. Eldorado ECU and European Goldfields Golden shall each jointly publicly announce the transactions contemplated hereby promptly following the execution of this Agreement by Eldorado and European Goldfieldsthe Parties, the text and timing of each Party’s such announcement to be approved by the other Party ECU and Golden in advance, acting reasonably. Eldorado Golden and European Goldfields ECU agree to co-operate in the preparation of presentations, if any, to European Goldfields Shareholders the ECU Securityholders and Golden Stockholders regarding this Agreement or the Eldorado Shareholders regarding the transactions contemplated by this AgreementPlan of Arrangement, and no Party shall: shall (ai) issue any press release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without having provided the other Party with a reasonable advance opportunity to review and comment on such press release or announcement and without the consent of the other Party (which consent shall not be unreasonably withheld delayed or delayedwithheld); or , (bii) make any filing with any Governmental Entity with respect thereto to this Agreement or the Plan of Arrangement without prior consultation with the other Party, or (iii) issue any press release or otherwise make any public announcement updating or amending the mineral reserves or mineral resources disclosed in the ECU Public Disclosure Record or the Golden Public Disclosure Record, as the case may be, prior to the date of this Agreement; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws, and provided that the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and provide the other Party reasonable opportunity to review or and comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing. To the extent possible, European Goldfields shall provide prior notice to Eldorado of any material public disclosure that it proposes to make regarding its business or operations, together with a draft copy of such disclosure. Eldorado and its legal counsel shall be given a reasonable opportunity to review and comment on such information prior to such information being disseminated publicly or filed with any Governmental Entity, and reasonable consideration shall be given to any comments made by Eldorado and its counsel.

Announcement and Shareholder Communications. Eldorado (a) Endeavour and European Goldfields True Gold shall each publicly announce the transactions contemplated hereby promptly following the execution of this Agreement by Eldorado Endeavour and European GoldfieldsTrue Gold, the text and timing of each Party’s 's announcement to be approved by the other Party in advance, acting reasonably. Eldorado Endeavour and European Goldfields True Gold agree to co-operate in the preparation of presentations, if any, to European Goldfields Shareholders True Gold Securityholders or the Eldorado Endeavour Shareholders regarding the transactions contemplated by this Agreement, and no Party shall: (ai) issue any press release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld or delayed); or (bii) make any filing with any Governmental Entity with respect thereto without prior consultation with the other Party; provided, however, that the foregoing shall be subject to each Party’s 's overriding obligation to make any disclosure or filing required under applicable Laws, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possiblepermitted by applicable securities laws, to give such notice immediately following the making of such disclosure or filing. . (b) To the extent possible, European Goldfields True Gold shall provide prior notice to Eldorado Endeavour of any material public disclosure that it proposes to make regarding its business or operations, together with a draft copy of such disclosure. Eldorado Endeavour and its legal counsel shall be given a reasonable opportunity to review and comment on such information prior to such information being disseminated publicly or filed with any Governmental Entity, and reasonable consideration shall be given to any comments made by Eldorado Endeavour and its counsel. (c) To the extent reasonably possible, Endeavour shall provide prior notice to True Gold of any material public disclosure that it proposes to make regarding its business or operations, together with a copy of such disclosure.

Announcement and Shareholder Communications. Eldorado (1) Starcore and European Goldfields Cxxxxx shall each publicly announce the transactions contemplated hereby promptly following the execution of this Agreement by Eldorado and European GoldfieldsAgreement, the text and timing of each Party’s announcement to be approved by the other Party in advance, each acting reasonably. Eldorado Starcore and European Goldfields Cxxxxx agree to co-operate cooperate in the preparation of presentations, if any, to European Goldfields Shareholders the Cxxxxx Securityholders or the Eldorado Starcore Shareholders regarding the transactions contemplated by this Agreement, Agreement and no Party shall: : (a) issue any press release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld or delayed); or or (b) make any filing with any Governmental Entity with respect thereto without prior consultation with the other Party; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable LawsLaw or stock exchange rules, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing. . (2) To the extent possible, European Goldfields Cxxxxx shall provide prior notice to Eldorado Starcore of any material public disclosure that it proposes to make regarding its business or operationsMaterial Information, together with a draft copy of such disclosure. Eldorado Starcore and its legal counsel shall be given a reasonable opportunity to review and comment on such information Material Information prior to such information Material Information being disseminated publicly or filed with any Governmental Entity, and reasonable consideration shall be given to any comments made by Eldorado Starcore and its counsel.

Announcement and Shareholder Communications. Eldorado and European Goldfields The Parties shall each publicly announce the transactions contemplated hereby promptly following the execution of this Agreement by Eldorado and European GoldfieldsAgreement, the text and timing of each Party’s such announcement to be approved by the other each Party in advance, acting reasonably. Eldorado Except for required disclosure by Sagicor or its Affiliates (in consultation with Alignvest) to holders of the Sagicor Senior Notes pursuant to the Sagicor Senior Notes Indenture or to International Finance Corporation pursuant to the IFC Policy Agreement, neither Sagicor nor Alignvest may inform, other than in consultation with the other and European Goldfields agree to co-operate in the preparation necessary course of presentationsbusiness and on a confidential basis, if any, another Person of a material fact or material change with respect to European Goldfields Shareholders Sagicor or Alignvest before the Eldorado Shareholders regarding the transactions contemplated by this Agreement, and no material fact or material change has been publicly disclosed. No Party shall: : (a) otherwise issue any press release or otherwise make public announcements with respect to this Agreement or the Plan Scheme of Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld or delayed); or or (b) make any filing with any Governmental Entity Authority with respect thereto without prior consultation with the other Party; provided, however, provided that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Lawspursuant to this Agreement or Law or stock exchange rules, and the Party making such disclosure or filing shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and a reasonable opportunity to review or comment on the such disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing. To the extent possible, European Goldfields shall provide prior notice to Eldorado of any material public disclosure that it proposes to make regarding its business or operations, together with a draft copy of such disclosure. Eldorado and its legal counsel shall be given a reasonable opportunity to review and comment on such information prior to such information being disseminated publicly or filed with any Governmental Entity, and reasonable consideration shall be given to any comments made by Eldorado and its counsel.