Common use of Company Meeting Clause in Contracts

Company Meeting. (a) In a timely and expeditious manner, the Company shall: (i) convene and conduct the Company Meeting in accordance with the Company’s constating documents, applicable Laws and the Interim Order as soon as reasonably practicable and in any event no later than January 13, 2023 (or such later date as may be consented to by Triple Flag or otherwise permitted pursuant to this Agreement); (ii) in consultation with Triple Flag, fix and publish a record date for the purposes of determining Company Shareholders entitled to receive notice of and vote at the Company Meeting; (iii) in consultation with Triple Flag, fix the date of the Company Meeting, give notice to Triple Flag of the Company Meeting and allow Triple Flag Representatives and legal counsel to attend the Company Meeting; (iv) not change the record date for the Company Shareholders entitled to vote at the Company Meeting in connection with any adjournment or postponement of the Company Meeting unless required by Law or the Court; (v) at the reasonable request of Triple Flag from time to time the Company shall provide Triple Flag with a list (in both written and electronic form) of the registered Company Shareholders, together with their addresses and respective holdings of the Company Common Shares and with a list of the names and addresses and holdings of all Persons having rights issued by the Company to acquire the Company Common Shares (including holders of the Company Options) and a list of non-objecting beneficial owners of the Company Common Shares, together with their addresses and respective holdings of the Company Common Shares. The Company shall from time to time require that its registrar and transfer agent furnish Triple Flag with such additional information, including updated or additional lists of the Company Shareholders and lists of holdings and other assistance as Triple Flag may reasonably request; (vi) provide Triple Flag with information on the proxies received and the Company Shareholder votes on the Arrangement Resolution on a daily basis commencing at least ten Business Days before the date of the Company Meeting to the extent that such information is available to the Company; (vii) subject to the terms of this Agreement: (A) use commercially reasonable efforts to solicit proxies in favour of the Arrangement Resolution, including retaining a proxy solicitation agent to solicit in favour of the Arrangement Resolution and provide Triple Flag with copies of or access to information regarding the Company Meeting that has been provided to the Company generated by any proxy solicitation services firm retained by the Company, as requested from time to time by Triple Flag; (B) recommend (and the Company Board shall in the Company Circular unanimously recommend) to all the Company Shareholders that they vote in favour of the Arrangement Resolution; (C) not withdraw, modify or qualify, or publicly propose to or publicly state that it intends to withdraw, modify or qualify in any manner adverse to Triple Flag such recommendation or the unanimous approval, recommendation or declaration of advisability of the Company Board (a “Company Change in Recommendation”), it being understood that failing to affirm the approval or recommendation of the Company Board of the transactions contemplated herein after a Company Acquisition Proposal in respect of the Company has been publicly announced shall be considered an adverse modification except as expressly permitted by Sections 6.1 and 6.2 hereof; and (D) include in the Company Circular the Company Board Approval and a statement that each director and officer of the Company intends to vote all of such Person’s Company Common Shares in favour of the Arrangement Resolution; (viii) promptly advise Triple Flag of any written communication from any Company Shareholder in opposition to the Arrangement and written communications sent by or on behalf of the Company to any such Company Shareholder, and provide Triple Flag with a reasonable opportunity to review and comment on any such communication sent by the Company prior to it being delivered to the party purporting to oppose the Arrangement; and (ix) except as required by applicable Law, or with the prior written consent of Triple Flag, which shall not be unreasonably withheld, conditioned or delayed, the Arrangement Resolution shall be the only matter of business transacted at the Company Meeting; provided that, if the Company is required by applicable Law, or permitted by Triple Flag in writing, to transact any other item of business at the Company Meeting, the Company shall cause the Arrangement Resolution to be considered and voted upon before any other item of business to be transacted at the Company Meeting. (b) Subject to Section 6.2(e), the Company shall not adjourn, postpone or cancel the Company Meeting (or propose to do so), except: (i) in the case of an adjournment, if quorum is not present at the Company Meeting; (ii) in the case of an adjournment or postponement, for any bona fide reason entirely beyond the control of the Company, acting in good faith, provided that such reason is not related in any manner whatsoever to a Company Acquisition Proposal; (iii) if required by applicable Laws; (iv) if otherwise agreed with Triple Flag; or (v) if required by the Court. For greater certainty, no Company Change in Recommendation shall relieve the Company from its obligation to proceed to call and hold the Company Meeting and to hold the vote on the Arrangement Resolution, except in circumstances where this Agreement is terminated in accordance with the terms hereof. (c) The Company shall promptly provide Triple Flag with any written notice of dissent or purported exercise by any Company Shareholder of Dissent Rights in respect of the Arrangement Resolution and written communications with any Company Shareholder purportedly exercising such Dissent Rights, and shall not settle or compromise any action brought by any present, former or purported holder of any of its securities in connection with the transactions contemplated by this Agreement, including the Arrangement, without the prior written consent of Triple Flag.

Company Meeting. Subject to the receipt of the Interim Order, the terms and conditions thereof and the terms of this Agreement: (a) In a timely and expeditious manner, the The Company shall: (i) will convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s constating documentsarticles, by-laws and applicable Laws and the Interim Order Law as soon as reasonably practicable (and in any event no later than January 13the Company agrees to use reasonable efforts to cause the Company Meeting to occur by the date that is forty (40) days from the date of the Interim Order). The Company will, 2023 (or such later date as may be consented to by Triple Flag or otherwise permitted pursuant to this Agreement); (ii) in consultation with Triple Flagand subject to the approval of Parent, fix and publish a record date for the purposes of determining the Company Shareholders entitled to receive notice of and vote at the Company Meeting;. (iiib) The Company shall not adjourn, postpone or cancel (or propose or permit the adjournment, postponement or cancellation of) the Company Meeting without Parent’s prior written consent (such consent not to be unreasonably withheld or delayed), except (i) in consultation with Triple Flagthe case of adjournment, fix as required by Law, or (ii) as otherwise permitted under this Agreement. (c) Subject to the date terms of this Agreement, the Company shall solicit proxies in favor of the Arrangement Resolution and take all actions that are reasonably necessary or desirable to seek the approval of the Arrangement by Company MeetingSecurityholders, provided that the Company shall not be required to continue to solicit proxies if there has been a Company Change in Recommendation as permitted by this Agreement and this Agreement is terminated pursuant to Section 7.2(d) and the Company pays to Parent the Company Termination Fee in accordance with Section 7.3. (d) The Company will give prior notice to Triple Flag Parent of the Company Meeting and allow Triple Flag Representatives and Parent’s representatives (including any legal counsel advisor) to attend the Company Meeting;. (ive) not change the record date for the The Company Shareholders entitled to vote at the will promptly advise Parent of any written notice of exercise or purported exercise by any registered holder of Company Meeting in connection with any adjournment or postponement Shares of the Company Meeting unless required by Law or the Court; (v) at the reasonable request of Triple Flag from time to time the Company shall provide Triple Flag with a list (in both written and electronic form) of the registered Company Shareholders, together with their addresses and respective holdings of the Company Common Shares and with a list of the names and addresses and holdings of all Persons having rights issued Dissent Rights received by the Company in relation to acquire the Company Common Shares (including holders of the Company Options) and a list of non-objecting beneficial owners of the Company Common Shares, together with their addresses and respective holdings of the Company Common Shares. The Company shall from time to time require that its registrar and transfer agent furnish Triple Flag with such additional information, including updated or additional lists of the Company Shareholders and lists of holdings and other assistance as Triple Flag may reasonably request; (vi) provide Triple Flag with information on the proxies received and the Company Shareholder votes on the Arrangement Resolution on a daily basis commencing at least ten Business Days before the date of the Company Meeting to the extent that such information is available to the Company; (vii) subject to the terms of this Agreement: (A) use commercially reasonable efforts to solicit proxies in favour of the Arrangement Resolution, including retaining a proxy solicitation agent to solicit in favour of the Arrangement Resolution and provide Triple Flag with copies any withdrawal of or access to information regarding Dissent Rights received by the Company Meeting that has been provided and, subject to the Company generated by applicable Laws, will provide Parent with an opportunity to review and comment upon any proxy solicitation services firm retained by the Company, as requested from time to time by Triple Flag; (B) recommend (and the Company Board shall in the Company Circular unanimously recommend) to all the Company Shareholders that they vote in favour of the Arrangement Resolution; (C) not withdraw, modify or qualify, or publicly propose to or publicly state that it intends to withdraw, modify or qualify in any manner adverse to Triple Flag such recommendation or the unanimous approval, recommendation or declaration of advisability of the Company Board (a “Company Change in Recommendation”), it being understood that failing to affirm the approval or recommendation of the Company Board of the transactions contemplated herein after a Company Acquisition Proposal in respect of the Company has been publicly announced shall be considered an adverse modification except as expressly permitted by Sections 6.1 and 6.2 hereof; and (D) include in the Company Circular the Company Board Approval and a statement that each director and officer of the Company intends to vote all of such Person’s Company Common Shares in favour of the Arrangement Resolution; (viii) promptly advise Triple Flag of any written communication from any Company Shareholder in opposition to the Arrangement and written communications sent by or on behalf of the Company to any such registered holder of Company ShareholderShares exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution. (f) The Company will instruct its transfer agent and registrar to advise Parent as Parent may reasonably request, and provide Triple Flag with at least on a reasonable opportunity to review and comment daily basis on any such communication sent by each of the Company last five Business Days prior to it being delivered to the party purporting to oppose the Arrangement; and (ix) except as required by applicable Law, or with the prior written consent date of Triple Flag, which shall not be unreasonably withheld, conditioned or delayed, the Arrangement Resolution shall be the only matter of business transacted at the Company Meeting; provided that, if the Company is required by applicable Law, or permitted by Triple Flag in writing, to transact any other item of business at the Company Meeting, as to the aggregate tally of the proxies received by the Company shall cause the Arrangement Resolution to be considered and voted upon before any other item of business to be transacted at the Company Meeting. (b) Subject to Section 6.2(e), the Company shall not adjourn, postpone or cancel the Company Meeting (or propose to do so), except: (i) in the case of an adjournment, if quorum is not present at the Company Meeting; (ii) in the case of an adjournment or postponement, for any bona fide reason entirely beyond the control of the Company, acting in good faith, provided that such reason is not related in any manner whatsoever to a Company Acquisition Proposal; (iii) if required by applicable Laws; (iv) if otherwise agreed with Triple Flag; or (v) if required by the Court. For greater certainty, no Company Change in Recommendation shall relieve the Company from its obligation to proceed to call and hold the Company Meeting and to hold the vote on the Arrangement Resolution, except in circumstances where this Agreement is terminated in accordance with the terms hereof. (c) The Company shall promptly provide Triple Flag with any written notice of dissent or purported exercise by any Company Shareholder of Dissent Rights in respect of the Arrangement Resolution and written communications with any Company Shareholder purportedly exercising such Dissent Rights, and shall not settle or compromise any action brought by any present, former or purported holder of any of its securities in connection with the transactions contemplated by this Agreement, including the Arrangement, without the prior written consent of Triple FlagResolution.

Company Meeting. (a) In a timely Subject to the terms of this Agreement and expeditious mannerreceipt of the Interim Order, the Company shall: (ia) duly call, give notice of, convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s 's constating documents, documents and applicable Laws and the Interim Order as soon promptly as reasonably practicable practicable, using commercially reasonable efforts to convene and in any event conduct the Company Meeting by no later than January June 13, 2023 but, in any event, no later than June 20, 2023 (or such later date and, in that regard, the Company shall abridge, as necessary, any time period that may be consented abridged under NI 54-101 and shall use commercially reasonable efforts to by Triple Flag or otherwise permitted pursuant to this Agreementschedule the Company Meeting on the same day as the Hudbay Meeting); (iib) in consultation with Triple FlagXxxxxx, fix and publish a record date for the purposes of determining the Company Shareholders entitled to receive notice of and to vote at the Company Meeting; (c) not adjourn, postpone or cancel (or propose or permit the adjournment, postponement or cancellation of) the Company Meeting except (i) as required by applicable Laws or a Governmental Entity, (ii) as required for quorum purposes (in which case the meeting shall be adjourned and not cancelled), (iii) in consultation as permitted by Section 7.4(g) or Section 9.3(b), or (iv) with Triple FlagHudbay's prior written consent. (d) advise Hudbay as Hudbay may reasonably request, fix and at least on a daily basis on each of the last ten business days prior to the date of the Company Meeting, give notice as to Triple Flag the aggregate tally of the Company Meeting and allow Triple Flag Representatives and legal counsel to attend the Company Meeting; (iv) not change the record date for the Company Shareholders entitled to vote at the Company Meeting in connection with any adjournment or postponement of the Company Meeting unless required by Law or the Court; (v) at the reasonable request of Triple Flag from time to time the Company shall provide Triple Flag with a list (in both written and electronic form) of the registered Company Shareholders, together with their addresses and respective holdings of the Company Common Shares and with a list of the names and addresses and holdings of all Persons having rights issued proxies received by the Company to acquire the Company Common Shares (including holders of the Company Options) and a list of non-objecting beneficial owners of the Company Common Shares, together with their addresses and respective holdings of the Company Common Shares. The Company shall from time to time require that its registrar and transfer agent furnish Triple Flag with such additional information, including updated or additional lists of the Company Shareholders and lists of holdings and other assistance as Triple Flag may reasonably request; (vi) provide Triple Flag with information on the proxies received and the Company Shareholder votes on the Arrangement Resolution on a daily basis commencing at least ten Business Days before the date of the Company Meeting to the extent that such information is available to the Company; (vii) subject to the terms of this Agreement: (A) use commercially reasonable efforts to solicit proxies in favour of the Arrangement Resolution, including retaining a proxy solicitation agent to solicit in favour of the Arrangement Resolution and provide Triple Flag with copies of or access to information regarding the Company Meeting that has been provided to the Company generated by any proxy solicitation services firm retained by the Company, as requested from time to time by Triple Flag; (B) recommend (and the Company Board shall in the Company Circular unanimously recommend) to all the Company Shareholders that they vote in favour of the Arrangement Resolution; (C) not withdraw, modify or qualify, or publicly propose to or publicly state that it intends to withdraw, modify or qualify in any manner adverse to Triple Flag such recommendation or the unanimous approval, recommendation or declaration of advisability of the Company Board (a “Company Change in Recommendation”), it being understood that failing to affirm the approval or recommendation of the Company Board of the transactions contemplated herein after a Company Acquisition Proposal in respect of the Company has been publicly announced shall be considered an adverse modification except as expressly permitted by Sections 6.1 and 6.2 hereof; and (D) include in the Company Circular the Company Board Approval and a statement that each director and officer of the Company intends to vote all of such Person’s Company Common Shares in favour of the Arrangement Resolution; (viiie) promptly advise Triple Flag Hudbay of any written communication from any Company Shareholder in opposition to the Arrangement and written communications sent by or on behalf of the Company to any such Company ShareholderArrangement, and provide Triple Flag with a reasonable opportunity to review and comment on any such communication sent by the Company prior to it being delivered to the party purporting to oppose the Arrangement; and (ix) except as required by applicable Law, or with the prior written consent of Triple Flag, which shall not be unreasonably withheld, conditioned or delayed, the Arrangement Resolution shall be the only matter of business transacted at the Company Meeting; provided that, if the Company is required by applicable Law, or permitted by Triple Flag in writing, to transact any other item of business at the Company Meeting, the Company shall cause the Arrangement Resolution to be considered and voted upon before any other item of business to be transacted at the Company Meeting. (b) Subject to Section 6.2(e), the Company shall not adjourn, postpone or cancel the Company Meeting (or propose to do so), except: (i) in the case of an adjournment, if quorum is not present at the Company Meeting; (ii) in the case of an adjournment or postponement, for any bona fide reason entirely beyond the control of the Company, acting in good faith, provided that such reason is not related in any manner whatsoever to a Company Acquisition Proposal; (iii) if required by applicable Laws; (iv) if otherwise agreed with Triple Flag; or (v) if required by the Court. For greater certainty, no Company Change in Recommendation shall relieve the Company from its obligation to proceed to call and hold the Company Meeting and to hold the vote on the Arrangement Resolution, except in circumstances where this Agreement is terminated in accordance with the terms hereof. (c) The Company shall promptly provide Triple Flag with any written notice of dissent or purported exercise by any Company Shareholder of Dissent Rights received by the Company in respect relation to the Arrangement and any withdrawal of Dissent Rights received by the Company and, subject to applicable Law, any written communications sent by or on behalf of the Company to any Company Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement; (f) unless the Company Board has made a Change in Recommendation, solicit proxies in favour of the Arrangement Resolution and written communications with against any resolution submitted by any Company Shareholder purportedly exercising such Dissent Rights(unless otherwise consented to by Hudbay) and, and shall not settle or compromise any action brought by any present, former or purported holder of any of its securities in connection therewith, in consultation with Hudbay, use the transactions contemplated by this Agreementservices of one or more proxy solicitation services (at the expense of the Company); (g) not make any payment or settlement offer, including or agree to any payment or settlement, prior to the Arrangement, Effective Time with respect to Dissent Rights without the prior written consent of Triple FlagHudbay (not to be unreasonably withheld, conditioned or delayed); and (h) give notice to Hudbay of the Company Meeting and allow its Representatives and legal counsel to attend the Company Meeting.