Common use of Conduct of Business During Interim Period Clause in Contracts

Conduct of Business During Interim Period. (a) Without limiting Section 4.1, the Corporation will from and including the date of this Agreement through to and including the Closing: (i) do all such acts and things necessary to ensure that all of the representations and warranties of the Corporation contained in this Agreement remain true and correct in all material respects (except those representations and warranties which are qualified by materiality which shall be true and correct in all respects) and not do any such act or thing that would render any representation or warranty of the Corporation contained in this Agreement materially untrue or incorrect; (ii) conduct its business and affairs and maintain its properties and facilities in, and not take any action except in, the usual, ordinary and regular course of business consistent with past practice; (iii) ensure that its Subsidiaries conduct their respective businesses and affairs, and maintain their respective properties and facilities in, and not take any action except in, the usual, ordinary and regular course of business consistent with past practice; and (iv) use commercially reasonable efforts to preserve intact its and its Subsidiaries’ present business organization, material assets (including the Corporation Mineral Rights) and goodwill, maintain its and its Subsidiaries’ real property interests (including title to, and leasehold interests in respect of, any real property) in good standing, keep available the services of its officers and employees as a group and preserve the current material relationships with suppliers, distributors, employees, consultants, customers and others having business relationships with it and its Subsidiaries. (b) The Corporation will not directly or indirectly, without the prior written consent of MDCI, such consent not to be unreasonably withheld or delayed, from and including the date of this Agreement through to and including the Closing: (i) issue any Common Shares or securities convertible into Common Shares, other than pursuant to the exercise or conversion of Options or RSUs outstanding as at the date hereof or pursuant to the Corporation’s security based compensation arrangements; (ii) sell, pledge, lease, dispose of or encumber any material assets, rights or properties (including any interest in any Material Subsidiary), except in the ordinary course of business; (iii) acquire or agree to acquire (by merger, amalgamation, acquisition of shares or assets or otherwise) any company, partnership or other business organization or division, or incorporate or form, or agree to incorporate or form, any company, partnership or other business organization not in the ordinary course of business or make or agree to make any investment either by purchase of shares or securities, contributions of capital, property transfer or purchase of, any property or assets of any other Person; (iv) make any other material change to its business or affairs; (v) enter into or agree to the terms of any joint venture or similar agreement, arrangement or relationship; (vi) enter into any stream, royalty, off-take or commodity-linked financing or similar transaction; (vii) pay, discharge or satisfy any material claims, liabilities or obligations other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Interim Financials or incurred in the ordinary course of business or as contemplated by Section 4.6; (viii) waive, release, grant or transfer any rights of value or modify or change in any material respect any existing material licence, lease, permit or other material document; or (ix) take any action that would reasonably be expected to interfere with or be inconsistent with the completion of the transactions contemplated by this Agreement.

Conduct of Business During Interim Period. (a) During the Interim Period, each of DSI and its Affiliates will take all such actions as are within its power to carry on its business in the ordinary and normal course in a prudent, businesslike, and efficient manner and substantially in accordance with the procedures and practices in effect on the Statement Date. Without limiting Section 4.1, the Corporation will from and including the date of this Agreement through to and including the Closing: (i) do all such acts and things necessary to ensure that all generality of the representations and warranties foregoing, during the Interim Period, each of the Corporation contained in this Agreement remain true and correct in all material respects (except those representations and warranties which are qualified by materiality which shall be true and correct in all respects) and not do any such act or thing that would render any representation or warranty of the Corporation contained in this Agreement materially untrue or incorrect; (ii) conduct its business and affairs and maintain its properties and facilities in, and not take any action except in, the usual, ordinary and regular course of business consistent with past practice; (iii) ensure that its Subsidiaries conduct their respective businesses and affairs, and maintain their respective properties and facilities in, and not take any action except in, the usual, ordinary and regular course of business consistent with past practice; and (iv) use commercially reasonable efforts to preserve intact its DSI and its Subsidiaries’ present business organization, material assets (including the Corporation Mineral Rights) and goodwill, maintain its and its Subsidiaries’ real property interests (including title to, and leasehold interests in respect of, any real property) in good standing, keep available the services of its officers and employees as a group and preserve the current material relationships with suppliers, distributors, employees, consultants, customers and others having business relationships with it and its Subsidiaries. (b) The Corporation Affiliates will not directly or indirectlynot, without the prior written consent of MDCIa designated officer of OSCI, such consent not to be unreasonably withheld or delayed, from and including do any of the date of this Agreement through to and including the Closingfollowing: (ia) issue purchase or sell, consume or otherwise dispose of any Common Shares of its assets in connection with the DSI Business except, with respect to DSI or securities convertible into Common SharesDSI Affiliates, other than pursuant to products and services sold in the exercise or conversion ordinary course of Options or RSUs outstanding as at the date hereof or pursuant to the Corporation’s security based compensation arrangementsbusiness; (iib) sell, pledge, lease, dispose of enter into any contract or encumber assume or incur any material assets, rights liability relating to or properties (including any interest in any Material Subsidiary), way affecting the DSI Business except in the ordinary course of business; (iiic) acquire or agree to acquire (by merger, amalgamation, acquisition settle any accounts receivable of shares or assets or otherwise) any company, partnership or other business organization or division, or incorporate or form, or agree to incorporate or form, any company, partnership or other business organization not in a material nature at less than face value net of the ordinary course of business or make or agree to make any investment either by purchase of shares or securities, contributions of capital, property transfer or purchase of, any property or assets of any other Personreserve for that account; (ivd) make any other material change to its business waive or affairs; (v) enter into or agree to the terms of any joint venture or similar agreement, arrangement or relationship; (vi) enter into any stream, royalty, off-take or commodity-linked financing or similar transaction; (vii) pay, discharge or satisfy surrender any material claimsright in connection with the DSI Business, liabilities or obligations other than the payment, discharge or satisfaction, in the ordinary course of business; (e) discharge, of liabilities reflected satisfy or reserved against pay any Lien, obligation or liability in connection with the Interim Financials or incurred DSI Business, other than in the ordinary course of business or as contemplated by Section 4.6business; (viiif) waive, release, make any capital expenditure or commitment therefor in connection with the DSI Business in excess of $25,000.00; (g) issue any shares or grant or transfer any rights of value or modify or change in any material respect any existing material licence, lease, permit options or other material document; orrights with respect to shares in its capital save and except with respect to stock issued to pay dividends to the holders of the DSI Preferred Shares, DSI Common Shares issued on conversion of DSI Preferred Shares and DSI Common Shares issued on the exercise of stock options or warrants; (ixh) take increase or improve any action that would reasonably be expected to interfere compensation, pension, bonus, share of profits or other benefit to, or for the benefit of, any of its employees, directors, or officers except in accordance with agreements currently in effect or be inconsistent with otherwise in the completion normal course of business except as set out in Section 3.3(a)(xii) of the transactions Disclosure Schedule; (i) pay or declare any dividends, make any distributions, or redeem or repurchase any of its shares, except as disclosed in Section 3.3(a)(vi) of the Disclosure Schedule; (j) except as contemplated by this Agreementin the Plan of Arrangement, alter its constating documents including its authorized and issued share capital; (k) fail to maintain general liability insurance on its assets; (l) fail to use its Best Efforts to preserve and maintain the goodwill of its business; and (m) fail to do all necessary repairs and maintenance to its assets and take reasonable care to protect and safeguard those assets.

Conduct of Business During Interim Period. (a) Without limiting Section 4.1During the Interim Period, the Corporation will from and including the date of this Agreement through to and including the ClosingCompany will: (i) without limiting Section 4.1, do all such commercially reasonable acts and things necessary to ensure that all of the representations and warranties of the Corporation Company contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement remain true and correct in all material respects (except except (A) those representations and warranties which are qualified by materiality which shall be true and correct in all respectsrespects or (B) to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date) and not do any such act or thing that would render any representation or warranty of the Corporation Company contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement materially untrue or incorrect; (ii) immediately send to the Investor and its legal counsel copies of all material correspondence and filings to and material correspondence from the Securities Regulators or the TSXV relating to the transactions contemplated by this Agreement; and (iii) conduct its business and affairs and maintain its properties and facilities inaffairs, and not take any action except inexcept, in the usual, ordinary and regular course of business consistent with past practicebusiness; (iii) ensure that its Subsidiaries conduct their respective businesses and affairs, and maintain their respective properties and facilities in, and not take any action except in, the usual, ordinary and regular course of business consistent with past practice; and (iv) use commercially reasonable efforts to preserve intact its and its Subsidiaries’ present business organization, material assets (including the Corporation Mineral Rights) and goodwill, maintain its and its Subsidiaries’ real property interests (including title to, and leasehold interests in respect of, any real property) in good standing, keep available the services of its officers and employees as a group and preserve the current material relationships with suppliers, distributors, employees, consultants, customers and others having business relationships with it and its Subsidiaries. (b) The Corporation During the Interim Period, the Company will not directly or indirectly, without the prior written consent of MDCIthe Investor, such consent not to be unreasonably withheld or delayed, from and including the date of this Agreement through to and including the Closing: (i) issue any Common Shares or securities convertible into Common SharesConvertible Securities, other than (A) the Second Subscription Shares, (B) Common Shares issued pursuant to the exercise or conversion of Options or RSUs Convertible Securities outstanding as at the date hereof hereof, (C) Common Shares or Convertible Securities that the Company, at the date hereof, has legally undertaken to issue on the First Closing Date, being 32,500,000 Common Shares to be issued to Eldorado and 44,687,500 Common Shares and 11,500,000 Common Share purchase warrants to be issued to Franco-Nevada, and (D) Common Shares issued pursuant to stock options, deferred share units, restricted share units, bonus shares or other similar securities granted to directors, officers, employees or consultants of the CorporationCompany or its subsidiaries in accordance with the terms of the Company’s security security-based compensation arrangementsarrangements approved by the Shareholders as of the date hereof (including and Common Shares issued upon the exercise thereof), except if in connection with such issuance the Investor is provided with Anti-dilution Rights pursuant to, and as defined in, the Investor Rights Agreement on a pro forma basis taking into account such number of Subscription Shares subscribed for or to be subscribed for by the Investor hereunder, such Anti-Dilution Rights to be exercised as contemporaneously as practicable with the subscription by the Subscriber of the Subscription Shares reflected in such pro forma calculation; (ii) sell, pledge, lease, dispose of or encumber any material assets, rights or properties (including any interest in any the Material Subsidiary)Resource Properties, except in the ordinary course of businessbusiness or as contemplated under the Project Financing Agreements; (iii) acquire or agree to acquire (by merger, amalgamation, acquisition of shares or assets or otherwise) any company, partnership or other business organization or division, or incorporate or form, or agree to incorporate or form, any company, partnership or other business organization not in the ordinary course of business or make or agree to make any investment either by purchase of shares or securities, contributions of capital, property transfer or purchase of, any property or assets of any other Person; (iv) make any other material change to its business the Material Resource Properties, or affairstheir respective life of mine plans or other plans of operations; (v) enter into or agree to the terms of any joint venture or similar agreement, arrangement or relationship; (vi) enter into any stream, royalty, off-take or commodity-linked financing or similar transactiontransaction other than the Project Financing Agreements; (vii) pay, discharge or satisfy any material claims, liabilities or obligations other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Interim Financials or incurred in the ordinary course of business or as contemplated by Section 4.6; (viii) waive, release, grant or transfer any rights of value or modify or change in any material respect any of the Authorisations (including Environmental Permits), or other existing material licence, lease, permit material Contract or other material document; or; (ixviii) take any action that would could reasonably be expected to interfere with or be inconsistent with the completion of the transactions contemplated by this Agreement; or (ix) consent to the issue, transfer or new encumbrance of the shares of any of its Subsidiaries, except as contemplated under the Project Financing Agreements.

Conduct of Business During Interim Period. (a) Without limiting Section 4.1, 6.1 Sky Gain hereby covenants that during the Corporation will period from and including the date hereof until the Closing Date (the “Interim Period”): 6.1.1 each of this Agreement through to BaiYou (HK) and including its Subsidiaries and Silva Ford and its Subsidiaries, as the Closing: case may be, shall (i) do all such acts carry on its business in the Ordinary Course of Business, keep accurate books and things necessary to ensure that all of the representations and warranties of the Corporation contained in this Agreement remain true and correct in all material respects (except those representations and warranties which are qualified by materiality which shall be true and correct in all respects) records and not do make any such act material modification in its accounting or thing that would render any representation or warranty of the Corporation contained in this Agreement materially untrue or incorrect; management practices and (ii) conduct except as otherwise consented by the Purchaser in writing (such consent not to be unreasonably withheld), use its business and affairs and maintain its properties and facilities in, and not take any action except in, the usual, ordinary and regular course of business consistent with past practice; (iii) ensure that its Subsidiaries conduct their respective businesses and affairs, and maintain their respective properties and facilities in, and not take any action except in, the usual, ordinary and regular course of business consistent with past practice; and (iv) use commercially reasonable efforts Best Efforts to preserve intact its and its Subsidiaries’ present current business organization, material assets (including the Corporation Mineral Rights) and its goodwill, maintain its and its Subsidiaries’ real property interests (including title to, and leasehold interests in respect of, any real property) in good standing, keep available the services of its officers employees, and employees as a group and preserve the current material maintain its relationships with suppliers, distributors, employees, consultants, customers clients and others having business relationships relations with it; 6.1.2 neither the Corporations nor their Subsidiaries shall sell, lease or otherwise dispose of any of its assets, including Intellectual Property Assets, (except for the sale of inventory in the Ordinary Course of Business) or cause or permit any Encumbrance to exist in respect thereof or in respect of any shares of its capital stock or any other securities of any nature, kind or description, including the Exchange Shares; 6.1.3 neither the Corporations nor their Subsidiaries shall issue or sell, or agree in writing to issue or sell, any shares of its capital stock or any other securities of any nature, kind or description; 6.1.4 neither the Corporations nor their Subsidiaries shall take any actions which would result in the loss of its ownership or exclusive right to its Intellectual Property Rights, nor shall it grant any license or sublicense with respect to its Intellectual Property Rights, save and except for the granting of a license or sublicense in the Ordinary Course of Business. 6.2 The Purchaser hereby covenants that during the Interim Period: 6.2.1 the Purchaser and its Subsidiaries. Subsidiaries shall (bi) The Corporation will carry on its business in the Ordinary Course of Business, keep accurate books and records and not directly make any material modification in its accounting or indirectly, without the prior written consent of MDCI, management practices and (ii) except as otherwise consented by Sky Gain in writing (such consent not to be unreasonably withheld withheld), use its Best Efforts to preserve intact its business organization, its goodwill, keep available the services of its employees, and maintain its relationships with suppliers, clients and others having business relations with it; 6.2.2 neither the Purchaser nor its Subsidiaries shall sell, lease or delayedotherwise dispose of any of its assets, from and including Intellectual Property Assets, (except for the sale of inventory in the Ordinary Course of Business) or cause or permit any Encumbrance to exist in respect thereof or in respect of any shares of its capital stock or any other securities of any nature, kind or description, including the date Consideration Shares; 6.2.3 neither the Purchaser or its Subsidiaries shall issue or sell, or agree in writing to issue or sell, any shares of this Agreement through its capital stock or any other securities of any nature, kind or description (except pursuant to an employee option plan which has been made available for the review of Sky Gain); 6.2.4 neither the Purchaser or its Subsidiaries shall take any actions which would result in the loss of its ownership or exclusive right to its Intellectual Property Rights, nor shall it grant any license or sublicense with respect to its Intellectual Property Rights, save and including except for the Closing:granting of a license or sublicense in the Ordinary Course of Business; and 6.2.5 the Purchaser shall file annual and quarterly statements with the SEC as required under the Securities Act. 6.3 Each of the Parties hereto shall permit the other Parties to effect such due diligence investigations as such other Parties shall deem reasonably necessary or appropriate and shall (i) issue any Common Shares or securities convertible into Common Sharescause the other Parties and their employees, agents, legal counsel, lenders, accountants and other than pursuant representatives (collectively, the "Representatives") to have, to the exercise or conversion of Options or RSUs outstanding as at the date hereof or pursuant extent practicable, free and unrestricted access, during business hours, to the Corporation’s security based compensation arrangements; assets, books and records, and the minute books and corporate records relating to each such Party and its Subsidiaries, their employees, the contracts to which each such Party and its Subsidiaries is a party or by which they or any of their assets may be bound, and other documents and data of each of such Party and its Subsidiaries, provided that the other Parties do not unreasonably interfere with the operation of their respective business in the Ordinary Course of Business during such access, (ii) sellfurnish the Representatives with such financial, pledgeoperating and other data and information with respect to each of the Parties as the Representatives shall from time to time reasonably request, lease, dispose of or encumber any material assets, rights or properties (including any interest in any Material Subsidiary), except in the ordinary course of business; (iii) acquire furnish to the Representatives copies of all such contracts, books and records, documents, data and information as the Representatives shall from time to time reasonably request and (iv) otherwise cooperate and assist, to the extent reasonably requested by the Representatives, with their due diligence investigations of the Corporations and the Purchaser and their respective subsidiaries. 6.4 Each of the Parties shall take all necessary actions as are within its direct or agree indirect power to acquire control, and each Party shall use its Best Efforts to cause other necessary actions to be taken which are not within its direct or indirect power to control, so as to ensure its compliance with all of the conditions set forth in Section 6.1, in the case of Sky Gain, and Section 6.2, in the case of the Purchaser, including ensuring that during the Interim Period and at the Closing Date, there is no material breach of any of its obligations, agreements, covenants, representations or warranties contained herein or any contract to be entered into at the Closing pursuant hereto. 6.5 Sky Gain shall promptly notify the Purchaser, and the Purchaser shall promptly notify Sky Gain, upon (i) any representation or warranty made by mergersuch Party in this Agreement becoming materially incomplete, amalgamationuntrue, incorrect or misleading during the Interim Period, and for the purposes of this Section 6.5 each representation and warranty shall be deemed to be given at and as of all times during the Interim Period or (ii) any material breach by it of any covenant, agreement or obligation hereunder or of the occurrence of any event that may make the satisfaction of the conditions in Article 7, as the case may be, impossible or reasonably unlikely. Any such notification shall set out particulars of each materially untrue, incomplete, incorrect or misleading representation or warranty and material breach of covenant, agreement or obligation, and the details of any actions being taken by Sky Gain, or the Purchaser, as the case may be, to rectify same. 6.6 The Parties shall not, directly or indirectly, through any representative or otherwise, during the Interim Period, solicit, initiate, facilitate (or provide any information which may facilitate), negotiate or discuss, any submission, proposal or offer from, or any effort or attempt by, or enter into any agreement with, any other person, relating to (i) in the case of Sky Gain, the acquisition of any of the issued or unissued shares or assets other securities of any of Sky Gain or otherwisethe Corporations, or any of their assets, including their Intellectual Property Assets, (other than the sale of inventory in the Ordinary Course of Business) or (ii) in the case of the Purchaser, a sale of unissued shares in the share capital of the Purchaser or its Subsidiaries other than in the context of the financing described in section 7.1.1 hereof, or any companyof their assets, partnership including their Intellectual Property Assets, (other than the sale of inventory in the Ordinary Course of Business), or any arrangement, reorganization, recapitalization, or other business organization combination involving, directly or divisionindirectly, any of the Parties, their Subsidiaries or their assets (including, without limitation, their Intellectual Property Assets). Each of the Parties shall advise the other Party in writing of any submissions, proposals or offers, or incorporate any requests for information, related, directly or formindirectly, to any one or agree to incorporate or form, any company, partnership or other business organization not in the ordinary course of business or make or agree to make any investment either by purchase of shares or securities, contributions of capital, property transfer or purchase of, any property or assets of any other Person; (iv) make any other material change to its business or affairs; (v) enter into or agree to the terms of any joint venture or similar agreement, arrangement or relationship; (vi) enter into any stream, royalty, off-take or commodity-linked financing or similar transaction; (vii) pay, discharge or satisfy any material claims, liabilities or obligations other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Interim Financials or incurred in the ordinary course of business or as contemplated by Section 4.6; (viii) waive, release, grant or transfer any rights of value or modify or change in any material respect any existing material licence, lease, permit or other material document; or (ix) take any action that would reasonably be expected to interfere with or be inconsistent with the completion more of the transactions contemplated by this Agreementforegoing, forthwith upon becoming aware thereof, and shall promptly provide the other Parties with all available information relating thereto.

Conduct of Business During Interim Period. During the Interim Period, and taking into consideration the fact that PSE is not the Operator and except as provided for in Section 7.1(a) or as reasonably necessary under emergency circumstances (aor if required or prohibited pursuant to applicable Law or the Ownership and Operation Agreement), and always subject to and consistent with the extent of PSE’s rights and limitations under the Ownership and Operation Agreement (but without in any way limiting the provisions of Section 7.11), PSE shall comply with the following: (i) Without limiting Section 4.1PSE shall conduct its business related to the PSE Colstrip Units 3&4 Interests, and utilize its Commercially Reasonable Efforts to cause the Corporation PSE Colstrip Units 3&4 Interests to conduct its business, in the ordinary course; (ii) PSE shall comply in all material respects with the Ownership and Operation Agreement; (iii) PSE shall take all Commercially Reasonable Efforts to preserve and protect the PSE Colstrip Units 3&4 Interests subject to the terms of the Ownership and Operation Agreement and applicable Laws; (iv) With respect to any Proposals submitted for approval of the Committee prior to the earliest of the effectiveness of the Vote Sharing Agreement or the termination of this Agreement, (A) in the case of any Remediation Proposals, PSE, following its good faith consideration of NorthWestern’s input with respect to any such Proposals, shall continue to vote on such Proposals in accordance with the provisions of the Ownership and Operation Agreement, and (B) in the case of any other Proposals, PSE shall vote in each case in accordance with any instructions provided by NorthWestern; (v) With respect to any Poll conducted under the NorthWestern-Talen Vote Sharing Agreement, PSE shall vote in accordance with any instructions provided by NorthWestern; (vi) Except as set forth on Schedule 7.1, PSE shall not assign, terminate, amend, give any consent with respect to or waive any rights under, in any material respect, any Material Contract; (vii) PSE shall not take any action or enter into any commitment with respect to or in contemplation of any liquidation, dissolution, recapitalization, reorganization, or other winding up of its business or operations related to the PSE Colstrip Units 3&4 Interests, except as required by applicable Laws; (viii) PSE shall not grant any express further Lien on any of the PSE Colstrip Units 3&4 Interests, except for Permitted Liens and those Liens that will from and including be terminated, without cost to NorthWestern, at Closing; and (ix) PSE shall provide prompt written disclosure to NorthWestern of all relevant information which comes to the attention of PSE in relation to any fact or matter (whether existing on or before the date of this Agreement through to and including the Closing: (ior arising afterwards) do all such acts and things necessary to ensure that all which may constitute a breach of the any of PSE’s representations and warranties set forth in Article 4 or any of the Corporation contained PSE’s covenants set forth in this Agreement remain true and correct in all material respects (except those representations and warranties which are qualified by materiality which shall be true and correct in all respects) and not do any such act or thing that would render any representation or warranty of the Corporation contained in this Agreement materially untrue or incorrect; (ii) conduct its business and affairs and maintain its properties and facilities in, and not take any action except in, the usual, ordinary and regular course of business consistent with past practice; (iii) ensure that its Subsidiaries conduct their respective businesses and affairs, and maintain their respective properties and facilities in, and not take any action except in, the usual, ordinary and regular course of business consistent with past practice; and (iv) use commercially reasonable efforts to preserve intact its and its Subsidiaries’ present business organization, material assets (including the Corporation Mineral Rights) and goodwill, maintain its and its Subsidiaries’ real property interests (including title to, and leasehold interests in respect of, any real property) in good standing, keep available the services of its officers and employees as a group and preserve the current material relationships with suppliers, distributors, employees, consultants, customers and others having business relationships with it and its Subsidiaries. (b) The Corporation will not directly or indirectly, without the prior written consent of MDCI, such consent not to be unreasonably withheld or delayed, from and including the date of this Agreement through to and including the Closing: (i) issue any Common Shares or securities convertible into Common Shares, other than pursuant to the exercise or conversion of Options or RSUs outstanding as at the date hereof or pursuant to the Corporation’s security based compensation arrangements; (ii) sell, pledge, lease, dispose of or encumber any material assets, rights or properties (including any interest in any Material Subsidiary), except in the ordinary course of business; (iii) acquire or agree to acquire (by merger, amalgamation, acquisition of shares or assets or otherwise) any company, partnership or other business organization or division, or incorporate or form, or agree to incorporate or form, any company, partnership or other business organization not in the ordinary course of business or make or agree to make any investment either by purchase of shares or securities, contributions of capital, property transfer or purchase of, any property or assets of any other Person; (iv) make any other material change to its business or affairs; (v) enter into or agree to the terms of any joint venture or similar agreement, arrangement or relationship; (vi) enter into any stream, royalty, off-take or commodity-linked financing or similar transaction; (vii) pay, discharge or satisfy any material claims, liabilities or obligations other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Interim Financials or incurred in the ordinary course of business or as contemplated by Section 4.6; (viii) waive, release, grant or transfer any rights of value or modify or change in any material respect any existing material licence, lease, permit or other material document; or (ix) take any action that would reasonably be expected to interfere with or be inconsistent with the completion of the transactions contemplated by this Agreement.