Common use of Court Orders Clause in Contracts

Court Orders. (a) Target shall apply to the Court, in a manner acceptable to Acquiror, acting reasonably, pursuant to section 182 of the OBCA for the Interim Order and the Final Order as follows: (i) As soon as reasonably practicable following the date of execution of this Agreement, but in any event not later than February 28, 2011, Target shall prepare, file, proceed with and diligently prosecute an application to the Court for the Interim Order which shall provide, among other things: (A) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Target Meeting and the manner in which such notice is to be provided; (B) that the requisite approval for the Arrangement Resolution shall be at least 66-2/3% of the votes cast on the Arrangement Resolution by Target Shareholders present in person or represented by proxy at the Target Meeting, together with the approval, if any, of Target Optionholders that Target determines, acting reasonably, is necessary, (the “Target Shareholder Approval”); (C) that in all other respects, the terms, conditions and restrictions of Target’s constating documents, including quorum requirements and other matters, shall apply in respect of the Target Meeting; (D) for the grant of the Dissent Rights to registered holders of Target Shares, which Dissent Rights shall provide for written objection to any Arrangement Resolution to be sent to Target by such Target Shareholders who wish to dissent at least two days before the Target Meeting or any date to which the Target Meeting may be postponed or adjourned; (E) for notice requirements with respect to the presentation of the application to the Court for the Final Order; (F) that the Target Meeting may be adjourned or postponed from time to time by management of Target without the need for additional approval of the Court; and (G) that the record date for Target Shareholders entitled to notice of and to vote at the Target Meeting will not change in respect of any adjournment(s) or postponement(s) of the Target Meeting. (b) Target shall advise the Court that it is Acquiror’s intention to rely upon Section 3(a)(10) of the U.S. Securities Act in respect of the distribution of Spinco Shares to the Former Target Shareholders and Target Optionholders pursuant to the Arrangement. (c) Subject to obtaining the approvals contemplated by the Interim Order, and as may be directed by the Court in the Interim Order, Target shall take all steps necessary or desirable to submit the Arrangement to the Court and to apply for the Final Order.

Court Orders. (a) Target shall apply to the Court, in a manner acceptable to Acquiror, acting reasonably, pursuant to section 182 of the OBCA for the Interim Order and the Final Order as follows: (i) As soon as reasonably practicable following the date of execution of this AgreementAgreement and, but in any event not later than February 28event, 2011in sufficient time to permit the Target Meeting to be held in accordance with Section 2.3(a), Target shall prepare, file, proceed with and diligently prosecute an application to the Court for the Interim Order Order. Such application will clearly state the Parties’ intention to rely on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act (the “Section 3(a)(10) Exemption”) with respect to the Consideration to be received by Target Shareholders that are U.S. Holders and which shall provide, among other things: (A) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Target Meeting and the manner in which such notice is to be provided; (B) that the requisite approval for the Arrangement Resolution shall be at least 66-66 2/3% of the votes cast on the Arrangement Resolution by Target Shareholders Shareholders, present in person or represented by proxy at the Target Meeting, together with the approval, if any, of Target Optionholders Meeting and shall also be subject to all applicable minority shareholder approvals that Target determines, acting reasonably, is necessary, are required under MI 61-101 (the “Target Shareholder Approval”); (C) that in all other respects, the terms, conditions and restrictions of the Target’s constating documents, including quorum requirements and other matters, shall apply in respect of the Target Meeting; (D) for the grant of the Dissent Rights to registered holders of Target Shares, which Dissent Rights shall provide for written objection to any Arrangement Resolution to be sent to Target by such Target Shareholders who wish to dissent at least two days before the Target Meeting or any date to which the Target Meeting may be postponed or adjourned; (E) for notice requirements with respect to the presentation of the application to the Court for the Final Order; (F) that the Final Order shall reflect the Parties’ intention to rely upon the Section 3(a)(10) Exemption with respect to those Target Shareholders who are U.S. Holders and shall state that the transactions contemplated herein and the procedural and substantive fairness of the terms and conditions of the exchange, are approved after notice and a hearing upon the fairness of such terms and conditions at which all Target Shareholders had the right to appear so long as they entered an appearance within a reasonable time; and, in accordance with the requirements of Section 3(a)(10) under the U.S. Securities Act; (G) that the Target Meeting may be adjourned or postponed from time to time by management of Target with the consent of Acquiror in accordance with the terms of the Agreement without the need for additional approval of the Court; and (GH) that the record date for Target Shareholders entitled to notice of and to vote at the Target Meeting will not change in respect of any adjournment(s) or postponement(s) of the Target Meeting. (b) Target shall advise the Court that it is Acquiror’s intention to rely upon Section 3(a)(10) of the U.S. Securities Act in respect of the distribution of Spinco Shares to the Former Target Shareholders and Target Optionholders pursuant to the Arrangement. (cii) Subject to obtaining the approvals contemplated by the Interim Order, and as may be directed by the Court in the Interim Order, Target shall take all steps necessary or desirable to submit the Arrangement to the Court and to apply for the Final Order.

Court Orders. (a) Target Xxxxx shall apply to the Court, in a manner acceptable to AcquirorSciVac, acting reasonably, pursuant to section 182 Section 291 of the OBCA BCBCA for the Interim Order and the Final Order as follows: (ia) As soon as reasonably practicable following the date of execution of this Agreement, but in any event not later than February 28April 30, 20112015, Target Xxxxx shall prepare, file, proceed with and diligently prosecute an application to the Court for the Interim Order which shall provide, among other things: (Ai) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Target Xxxxx Meeting and the manner in which such notice is to be provided; (Bii) that the requisite approval for the Arrangement Resolution shall be at least 66-2/3% of the votes cast on the Arrangement Resolution by Target Xxxxx Shareholders and by at least 66-2/3% of the votes cast on the Arrangement Resolution by the Xxxxx Securityholders voting as a single class (with each Xxxxx Optionholder being entitled to that number of votes equal to the number of Xxxxx Shares that would be issued to such holder on the record date for the meeting pursuant to Section 2.1(b)(i), in each case present in person or represented by proxy at the Target Meeting, together with the approval, if any, of Target Optionholders that Target determines, acting reasonably, is necessary, Xxxxx Meeting (the “Target Shareholder Xxxxx Securityholder Approval”); (Ciii) that in all other respects, the terms, conditions and restrictions of Target’s the Xxxxx constating documents, including quorum requirements and other matters, shall apply in respect of the Target Xxxxx Meeting; (Div) for the grant of the Dissent Rights to registered holders of Target SharesXxxxx Shares and Xxxxx Optionholders, which Dissent Rights shall provide for written objection to any Arrangement Resolution to be sent to Target Xxxxx by such Target Shareholders Xxxxx Securityholders who wish to dissent at least two days before the Target Meeting or any date to which the Target Meeting may be postponed or adjournedXxxxx Meeting; (Ev) for notice requirements with respect to the presentation of the application to the Court for the Final Order; (Fvi) that the Target Xxxxx Meeting may be adjourned or postponed from time to time by management of Target Xxxxx without the need for additional approval of the Court; and and (Gvii) that the record date for Target Shareholders Xxxxx Securityholders entitled to notice of and to vote at the Target Xxxxx Meeting will not change in respect of any adjournment(s) or postponement(s) of the Target Xxxxx Meeting. (b) Target Xxxxx shall advise the Court that it is Acquiroruse all commercially reasonable efforts to obtain TSX’s intention to rely upon Section 3(a)(10) conditional approval of the U.S. Securities Act in respect listing of the distribution of Spinco all New Xxxxx Shares to the Former Target Shareholders and Target Optionholders be issued pursuant to the Arrangement. (c) Subject The Parties agree that the Arrangement will be carried out with the intention that all Xxxxx Shares issued to obtaining Xxxxx Optionholders and all New Xxxxx Shares and Spinco Shares issued to the approvals contemplated Xxxxx Shareholders and all Acquired Xxxxx Shares issued to the SciVac Securityholders, in each case pursuant to the Arrangement, will be issued and exchanged in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof (the Interim Order“Section 3(a)(10) Exemption”). In order to ensure the availability of the Section 3(a)(10) Exemption, the Parties agree that the Arrangement will be carried out on the following basis: (i) the Arrangement will be subject to the approval of the Court; (ii) the Court will be advised as to the intention of the Parties to rely on the Section 3(a)(10) Exemption based on the Court’s approval of the Arrangement prior to the hearing of the Court required to approve the Arrangement; (iii) the Court will be invited to satisfy itself and find, prior to approving the Arrangement, that the Arrangement is fair and reasonable, both procedurally and substantively, to the Xxxxx Securityholders; (a) SciVac will ensure that each SciVac Securityholder entitled to receive New Xxxxx Shares, and (b) Xxxxx will ensure that each Xxxxx Securityholder entitled to receive New Xxxxx Shares or Spinco Shares, in each case pursuant to the Arrangement, will be given adequate notice advising such SciVac Securityholder or Xxxxx Securityholder, as may be directed by applicable, of his or her right to attend the hearing of the Court in the Interim Order, Target shall take all steps necessary or desirable to submit the Arrangement with respect to the Court and to apply application for the Final OrderOrder (the “Final Application”) and provide each with sufficient information necessary for him or her to exercise that right; (v) the Interim Order will specify that each Xxxxx Securityholder will have the right to appear before the Court at the Final Application so long as they enter an appearance within a reasonable time; and (vi) the Final Order shall include statements substantially to the following effect: “This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the distribution of securities of Xxxxx Resources Ltd. pursuant to the Plan of Arrangement”; and The Arrangement is fair and reasonable, both procedurally and substantively, to the Xxxxx Securityholders.”

Court Orders. (a) Target shall apply to the Court, in a manner acceptable to Acquiror, acting reasonably, pursuant to section 182 291 of the OBCA BCBCA for the Interim Order and the Final Order as follows: (i) As soon as reasonably practicable following the date of execution of this Agreement, but in any event not later than February 28September 30, 20112010, Target shall prepare, file, proceed with and diligently prosecute an application to the Court for the Interim Order which shall provide, among other things: (A) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Target Meeting and the manner in which such notice is to be provided; (B) that the requisite approval for the Arrangement Resolution shall be at least 66-2/3% of the votes cast on the Arrangement Resolution by Target Shareholders (and holders of Target Exchangeable Shares voting together with the Target Shareholders on the basis of one vote for each Target Exchangeable Share through the special voting share issued by Target) present in person or represented by proxy at the Target Meeting, together with the approval, if any, of Target Optionholders that Target determines, acting reasonably, is necessary, Meeting (the “"Target Shareholder Approval”"); (C) that in all other respects, the terms, conditions and restrictions of Target’s the Target constating documents, including quorum requirements and other matters, shall apply in respect of the Target Meeting; (D) for the grant of the Dissent Rights to registered holders of Target Shares, which Dissent Rights shall provide for written objection to any Arrangement Resolution to be sent to Target by such Target Shareholders who wish to dissent at least two days before the Target Meeting or any date to which the Target Meeting may be postponed or adjourned; (E) for notice requirements with respect to the presentation of the application to the Court for the Final Order; (F) that the Target Meeting may be adjourned or postponed from time to time by management of Target without the need for additional approval of the Court; and (G) that the record date for Target Shareholders entitled to notice of and to vote at the Target Meeting will not change in respect of any adjournment(s) or postponement(s) of the Target Meeting. (b) Target shall advise the Court that it is Acquiror’s 's intention to rely upon Section 3(a)(10) of the U.S. Securities Act in respect of the issuance of Acquiror Shares and the distribution of Spinco Shares to the Former Target Shareholders and Target Optionholders pursuant to the Arrangement. (c) Subject to obtaining the approvals contemplated by the Interim Order, and as may be directed by the Court in the Interim Order, Target shall take all steps necessary or desirable to submit the Arrangement to the Court and to apply for the Final Order.

Court Orders. (a) Target Aurizon shall apply to the Court, in a manner acceptable to AcquirorHecla, acting reasonably, pursuant to section 182 291 of the OBCA BCBCA for the Interim Order and the Final Order as follows: (i) As soon as reasonably practicable following the date of execution of this AgreementAgreement and, but in any event not later than February 28event, 2011in sufficient time to permit the Aurizon Meeting to be held in accordance with Section 2.3(a), Target Aurizon shall prepare, file, proceed with and diligently prosecute an application to the Court for the Interim Order which shall provide, among other things: (A) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Target Aurizon Meeting and the manner in which such notice is to be provided; (B) that the requisite approval for the Arrangement Resolution (the “Aurizon Securityholder Approval”) shall be at least 66-(i) 66 2/3% of the votes cast on the Arrangement Resolution by Target the Aurizon Shareholders and the Aurizon Optionholders, voting as a single class, present in person or by proxy at Aurizon Meeting; and (ii) 66 2/3% of the votes cast on the Arrangement Resolution by the Aurizon Shareholders present in person or represented by proxy at the Target Aurizon Meeting, together with the approval, if any, of Target Optionholders that Target determines, acting reasonably, is necessary, (the “Target Shareholder Approval”); (C) that in all other respects, the terms, conditions and restrictions of Target’s Aurizon constating documents, including quorum requirements and other matters, shall apply in respect of the Target Aurizon Meeting; (D) for the grant of the Dissent Rights to registered holders of Target Shares, which Dissent Rights shall provide for written objection to any Arrangement Resolution to be sent to Target by such Target Shareholders who wish to dissent at least two days before the Target Meeting or any date to which the Target Meeting may be postponed or adjournedAurizon Shareholders; (E) for notice requirements with respect to the presentation of the application to the Court for the Final Order; (F) that the Target Aurizon Meeting may be adjourned or postponed from time to time by management of Target Aurizon in accordance with the terms of this Agreement without the need for additional approval of the Court; and; (G) that the record date for Target Shareholders Aurizon Securityholders entitled to notice of and to vote at the Target Aurizon Meeting will not change in respect of any adjournment(s) or postponement(s) of the Target Aurizon Meeting.; (bH) Target shall advise the Court that it is AcquirorHecla’s intention to rely upon Section 3(a)(10) of the U.S. Securities Act in respect to issue, based on the Court’s approval of the distribution of Spinco Arrangement, Hecla Shares to Aurizon Securityholders who are resident in the Former Target Shareholders and Target Optionholders pursuant United States in exchange for Aurizon Shares without registration under the U.S. Securities Act; and (I) that each Aurizon Securityholder will have the right to appear before the ArrangementCourt at the hearing of the Court to approve the application for the Final Order. (cii) Subject subject to obtaining the approvals contemplated by the Interim Order, and as may be directed by the Court in the Interim Order, Target shall take all steps necessary or desirable to submit the Arrangement to the Court and to apply for the Final Order.

Court Orders. (a) Target Xxxxxx shall apply to the Court, in a manner acceptable to Acquiror, acting reasonably, pursuant to section 182 Section 192 of the OBCA CBCA for the Interim Order and the Final Order as follows: (ia) As soon as reasonably practicable following the date of execution of this Agreement, but in any event not later than February 28, 2011, Target Xxxxxx shall prepare, file, proceed with and diligently prosecute an application to the Court for the Interim Order which shall provide, among other things: (Ai) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Target Xxxxxx Meeting and the manner in which such notice is to be provided; (Bii) that the requisite approval for the Arrangement Resolution shall be at least 66-2/3% 66⅔% of the votes cast on the Arrangement Resolution by Target Xxxxxx Shareholders present in person or represented by proxy at the Target Meeting, together with the approval, if any, of Target Optionholders that Target determines, acting reasonably, is necessary, Xxxxxx Meeting (the “Target Xxxxxx Shareholder Approval”); (Ciii) that in all other respects, the terms, conditions and restrictions of Target’s the Xxxxxx constating documents, including quorum requirements and other matters, shall apply in respect of the Target Xxxxxx Meeting; (Div) for the grant of the Dissent Rights to registered holders of Target Xxxxxx Shares, which Dissent Rights shall provide for written objection to any Arrangement Resolution to be sent to Target by such Target Shareholders who wish to dissent at least two days before the Target Meeting or any date to which the Target Meeting may be postponed or adjourned; (Ev) for notice requirements with respect to the presentation of the application to the Court for the Final Order; (Fvi) that the Target Xxxxxx Meeting may be adjourned or postponed from time to time by the management of Target Xxxxxx in accordance with the terms of this Agreement without the need for additional approval of the Court; and; (Gvii) that the record date for Target Xxxxxx Shareholders entitled to notice of and to vote at the Target Xxxxxx Meeting will not not, unless agreed to in writing by Acquiror and Xxxxxx, change in respect of any adjournment(s) or postponement(s) of the Target Xxxxxx Meeting; (viii) that each securityholder of Xxxxxx and any other affected person shall have the right to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response within a reasonable time. (b) Target shall advise the Court that it is Acquiror’s intention to rely upon Section 3(a)(10) of the U.S. Securities Act in respect of the distribution of Spinco Shares to the Former Target Shareholders and Target Optionholders pursuant to the Arrangement. (c) Subject to obtaining the approvals contemplated by the Interim Order, and as may be directed by the Court in the Interim Order, Target Xxxxxx shall take all steps necessary or desirable to submit the Arrangement to the Court and to apply for the Final Order.

Court Orders. (a) Target Aris shall apply to the Court, in a manner acceptable to AcquirorGCM, acting reasonably, pursuant to section 182 of the OBCA BCBCA for the Interim Order and the Final Order as follows: (ia) As soon as reasonably practicable following the date of execution of this Agreement, but in any event not later than February 28, 2011, Target Aris shall prepare, file, proceed with and diligently prosecute pursue an application to the Court for the Interim Order which shall provide, among other things: (Ai) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Target Aris Meeting and the manner in which such notice is to be provided; (Bii) that the requisite approval for the Aris Arrangement Resolution shall be at least 66-2/3be: (A) 66 % of the votes cast on the Aris Arrangement Resolution by Target the Aris Shareholders present in person or represented by proxy at the Target Aris Meeting, together with and (B) a majority of the approvalvotes cast by the Aris Shareholders present in person or by proxy at the Aris Meeting excluding for this purpose votes attached to the Aris Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101, if anyrequired (collectively, of Target Optionholders that Target determines, acting reasonably, is necessary, (the “Target Aris Shareholder Approval”); (Ciii) that in all other respects, the terms, conditions and restrictions of Target’s Aris’ constating documents, including quorum requirements and other matters, shall apply in respect of the Target Aris Meeting; (Div) for the grant of the Dissent Rights only to registered holders of Target the Aris Shares, which Dissent Rights shall provide for written objection to any Arrangement Resolution to be sent to Target by such Target Shareholders who wish to dissent at least two days before the Target Meeting or any date to which the Target Meeting may be postponed or adjourned; (Ev) for notice requirements with respect to the presentation of the application to the Court for the Final Order; (Fvi) that the Target Aris Meeting may be adjourned or postponed from time to time by the management of Target Aris in accordance with the terms of this Agreement without the need for additional approval of the Court; and; (Gvii) that confirmation of the record date for Target the purposes of determining the Aris Shareholders entitled to notice of and to vote at the Target Aris Meeting; (viii) that the record date for Aris Shareholders entitled to notice of and to vote at the Aris Meeting will not not, unless agreed to in writing by GCM and Aris, change in respect of any adjournment(s) or postponement(s) of the Target Aris Meeting; (ix) that the Parties intend to rely upon the Section 3(a)(10) Exemption, subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to the Aris Shareholders, with respect to the issuance of the Consideration Shares pursuant to the Arrangement, to implement the transactions contemplated hereby in respect of the Aris Shareholders; (x) that each Aris Shareholder and any other affected person shall have the right to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response within a reasonable time; and (xi) for such matters as the Parties may reasonably require, subject to obtaining the prior consent of the other Party, such consent not to be unreasonably withheld, conditioned or delayed. (b) Target shall advise the Court that it is Acquiror’s intention to rely upon Section 3(a)(10) of the U.S. Securities Act in respect of the distribution of Spinco Shares to the Former Target Shareholders and Target Optionholders pursuant to the Arrangement. (c) Subject to obtaining the approvals contemplated by the Interim Order, and as may be directed by the Court in the Interim Order, Target Aris shall take all steps necessary or desirable to submit the Arrangement to the Court and to apply for the Final Order.

Court Orders. (a) Target Brazauro shall apply to the Court, in a manner acceptable to AcquirorEldorado and Subco, acting reasonably, pursuant to section 182 291 of the OBCA BCBCA for the Interim Order and the Final Order as follows: (ia) As soon as reasonably practicable following the date of execution of this Agreement, but in any event not later than February 28, 2011, Target Brazauro shall prepare, file, proceed with and diligently prosecute an application to the Court for the Interim Order which shall provide, among other things: (Ai) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Target Brazauro Meeting and for the manner in which such notice is to be provided; (Bii) that the requisite approval for the Arrangement Resolution shall be be: (A) at least 66two-2/3% thirds of the votes cast on at the Arrangement Resolution by Target Shareholders present Brazauro Meeting in person or represented by proxy by the Brazauro Securityholders voting together as one class on the basis of one vote per Brazauro Share, one vote per Brazauro Option (vested and not yet vested) and one vote per Brazauro Warrant held; (B) at least two-thirds of the votes cast at the Target MeetingBrazauro Meeting in person or by proxy by the Brazauro Shareholders voting as one class; and (C) a simple majority of the votes cast at the Brazauro Meeting in person or by proxy by Brazauro Shareholders excluding the votes cast in respect of Brazauro Shares beneficially owned or over which control or direction is exercised by Eldorado and any of its related parties (as defined in MI 61-101) or joint actors (as defined in MI 61-101), together with the approval, if any, of Target Optionholders that Target determines, acting reasonably, is necessaryand such other Brazauro Shareholders excluded by MI 61-101, (the “Target Shareholder Brazauro Securityholder Approval”); (Ciii) that in all other respects, the terms, conditions and restrictions of Target’s the Brazauro constating documents, including quorum requirements and other matters, shall apply in respect of the Target Brazauro Meeting; (Div) for the grant of the Dissent Rights only to the Brazauro Shareholders who are registered holders of Target Shares, which Dissent Rights shall provide for written objection to any Arrangement Resolution to be sent to Target by such Target Shareholders who wish to dissent at least two days before the Target Meeting or any date to which the Target Meeting may be postponed or adjournedBrazauro Shares and Brazauro Warrantholders; (Ev) for notice requirements with respect to the presentation of the application to the Court for the Final Order; (Fvi) that the Target Brazauro Meeting may be adjourned or postponed from time to time by management of Target Brazauro with the consent of Eldorado without the need for additional approval of the Court; and; (Gvii) that the record date Record Date for Target Shareholders Brazauro Securityholders entitled to notice of and to vote at the Target Brazauro Meeting will not change in respect of any adjournment(s) or postponement(s) of the Target Brazauro Meeting.; and (b) Target shall advise the Court that it is Acquiror’s intention to rely upon Section 3(a)(10) of the U.S. Securities Act in respect of the distribution of Spinco Shares to the Former Target Shareholders and Target Optionholders pursuant to the Arrangement. (c) Subject subject to obtaining the approvals as contemplated by the Interim Order, Order and as may be directed by the Court in the Interim Order, Target shall take all steps necessary or desirable to submit the Arrangement to the Court and to apply for the Final Order.

Court Orders. (a) Target TIN shall apply to the Court, in a manner acceptable to AcquirorELT, acting reasonably, and otherwise pursuant to section Section 182 of the OBCA for the Interim Order and the Final Order as follows: (i) As soon as reasonably practicable following the date of execution of this AgreementAgreement and, but in any event not later than February 28event, 2011in sufficient time to permit the TIN Meeting to be held in accordance with Section 2.3, Target TIN shall prepare, file, proceed with and diligently prosecute pursue an application to the Court for the granting by the Court of the Interim Order which shall provide, indicate or confirm, among other things: (Ai) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Target TIN Meeting and the manner in which such notice is to be provided; (Bii) that the requisite majority approval by the TIN Shareholders entitled to vote for the Arrangement Resolution shall be at least 66-2/3662/3% of the votes cast on the Arrangement Resolution by Target Shareholders TIN Shareholders, present in person or represented by proxy at the Target TIN Meeting, together with the approval, if any, of Target Optionholders that Target determines, acting reasonably, where each TIN Shareholder is necessary, entitled to one (the “Target Shareholder Approval”)1) vote for each TIN Share held by them; (Ciii) that in all other respects, the terms, conditions and restrictions of Target’s the TIN constating documents, including quorum requirements and other matters, shall apply in respect of the Target TIN Meeting; (Div) for the grant of the Dissent Rights to registered holders of Target Shares, which Dissent Rights shall provide for written objection to any Arrangement Resolution to be sent to Target by such Target Shareholders who wish to dissent at least two days before the Target Meeting or any date to which the Target Meeting may be postponed or adjournedXXX Xxxxxx; (Ev) for notice requirements with respect to the presentation of the application to the Court for the Final Order; (Fvi) that the Target TIN Meeting may be adjourned or and postponed from time to time by the management of Target TIN in accordance with the terms of the Agreement without the need for additional approval of the Court; and; (Gvii) that the record date for Target TIN Shareholders entitled to notice of and to vote at the Target TIN Meeting will not change in respect of any adjournment(s) or postponement(s) of the Target TIN Meeting.; (bviii) Target shall advise that Representatives of ELT may attend and speak at the Court TIN Meeting; (ix) that it is Acquiror’s the intention of ELT and TIN to rely upon Section 3(a)(10) the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof (the “Section 3(a)(10) Exemption”) in respect connection with the issuance and distribution of the distribution of Spinco Shares Consideration to the Former Target TIN Shareholders and Target Optionholders pursuant contemplated hereby; and (x) such other matters to which the ArrangementParties agree, acting reasonably. (cb) Subject to obtaining the approvals contemplated by the Interim Order, and as may be directed by the Court in the Interim Order, Target TIN shall take all steps necessary or desirable to submit the Arrangement to the Court and to apply for the Final Order.

Court Orders. (a) Target shall apply to the Court, in a manner acceptable to AcquirorPurchaser, acting reasonably, pursuant to section 182 of the OBCA CBCA for the Interim Order and the Final Order as follows: (i) As soon as reasonably practicable following the date of execution of this AgreementAgreement and, but in any event not later than February 28event, 2011in sufficient time to permit the Target Meeting to be held in accordance with Section 2.3(a), Target shall prepare, file, proceed with and diligently prosecute an application to the Court for the Interim Order which shall provide, among other things: (A) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Target Meeting and the manner in which such notice is to be provided; (B) that the requisite approval for the Arrangement Resolution shall be at least 66-2/3% of the votes cast on the Arrangement Resolution by Target Shareholders present in person or represented by proxy at the Target Meeting, together with the approval, if any, of Target Optionholders that Target determines, acting reasonably, is necessary, Meeting (the “Target Shareholder Approval”); (C) that in all other respects, the terms, conditions and restrictions of Target’s constating documents, including quorum requirements and other matters, shall apply in respect of the Target Meeting; (D) for the grant of the Dissent Rights to registered holders of Target Shares, which Dissent Rights shall provide for written objection to any Arrangement Resolution to be sent to Target by such Target Shareholders who wish to dissent at least two days before the Target Meeting or any date to which the Target Meeting may be postponed or adjourned; (E) for notice requirements with respect to the presentation of the application to the Court for the Final OrderOrder and the related hearing on the fairness of the Arrangement which notice shall include all Target Shareholders; (F) that the Target Meeting may be adjourned or postponed from time to time by management of Target in accordance with the terms of this Agreement without the need for additional approval of the Court; and; (G) that the record date for Target Shareholders entitled to notice of and to vote at the Target Meeting will not change in respect of any adjournment(spostponement(s) or postponement(sadjournment(s) of the Target Meeting.; and (bH) that, based on the Court’s approval of the fairness of the Arrangement to Target shall advise the Court that Shareholders, it is AcquirorPurchaser’s intention to rely upon Section 3(a)(10) on the exemption from the requirements of the U.S. Securities Act in respect of the distribution of Spinco provided by Section 3(a)(10) thereof to issue Purchaser Shares to the Former Target Shareholders and Target Optionholders pursuant to the transactions contemplated in the Arrangement. (cii) Subject to obtaining the approvals contemplated by the Interim Order, and as may be directed by the Court in the Interim Order, Target shall take all steps necessary or desirable to submit the Arrangement to the Court and to apply for the Final Order, as contemplated by Section 2.6. (b) The Arrangement Resolution shall also be subject to any applicable minority shareholder approvals that may be required under MI 61-101.

Court Orders. (a) Target Skye shall apply to the Court, in a manner acceptable to AcquirorHudBay and Subco, acting reasonably, pursuant to section 182 291 of the OBCA BCBCA for the Interim Order and the Final Order as follows: (i) As soon as reasonably practicable practicable, following the date of execution of this Agreement, but in any event not later than February 28, 2011, Target Skye shall prepare, file, proceed with and diligently prosecute an application to the Court for the Interim Order which shall provide, among other things: (A) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Target Skye Meeting and for the manner in which such notice is to be provided; (B) that the requisite approval for the Arrangement Resolution shall be at least 66-66 2/3% of the votes cast on the Arrangement Resolution by Target Shareholders the holders of Skye Shares, holders of Skye Options and holders of Skye DSUs present in person or represented by proxy at the Target Meeting, together with the approval, if any, of Target Optionholders that Target determines, acting reasonably, is necessary, Skye Meeting (the “Target Skye Shareholder Approval”); (C) that in all other respects, the terms, conditions and restrictions of Target’s the Skye constating documents, including quorum requirements and other matters, shall apply in respect of the Target Skye Meeting; (D) for the grant of the Dissent Rights to the Skye Shareholders who are registered holders of Target Skye Shares, which Dissent Rights shall provide for written objection to any Arrangement Resolution to be sent to Target by such Target Shareholders who wish to dissent at least two days before the Target Meeting or any date to which the Target Meeting may be postponed or adjourned; (E) for notice requirements with respect to the presentation of the application to the Court for the Final Order; (F) that the Target Skye Meeting may be adjourned or postponed from time to time by management of Target Skye with the consent of HudBay without the need for additional approval of the Court; and; (G) that the record date for Target Skye Shareholders entitled to notice of and to vote at the Target Skye Meeting will not change in respect of any adjournment(s) or postponement(s) of the Target Skye Meeting.; (bH) Target shall advise the Court that it is AcquirorSkye’s intention to rely upon Section 3(a)(10) of the U.S. Securities Act to implement the transactions contemplated hereby in respect of the distribution Skye Shareholders, holders of Spinco Shares to Skye Options and holders of Skye DSUs who are resident in the Former Target Shareholders and Target Optionholders pursuant to the Arrangement.United States; and (cii) Subject subject to obtaining the approvals as contemplated by the Interim Order, Order and as may be directed by the Court in the Interim Order, Target shall take all steps necessary or desirable to submit the Arrangement to the Court and to apply for the Final Order.

Court Orders. (a) Target Premier shall apply to the Court, in a manner acceptable to AcquirorEquinox Gold, acting reasonably, pursuant to section Section 182 of the OBCA for the Interim Order and the Final Order as follows: (ia) As soon as reasonably practicable following the date of execution of this Agreement, but in any event not Agreement and no later than February 28January 19, 20112021, Target Premier shall prepare, file, proceed with and diligently prosecute pursue an application to the Court for the Interim Order which shall provide, among other things: (Ai) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Target Premier Meeting and the manner in which such notice is to be provided; (Bii) that the requisite approval for the Arrangement Resolution shall be the affirmative vote of (i) at least 66two-2/3% thirds (66⅔%) of the votes cast on the Arrangement Resolution by Target Premier Shareholders present in person or represented by proxy at the Target Premier Meeting, (ii) at least two-thirds of the votes cast on the Arrangement Resolution by Premier Securityholders, voting together as a single class present in person or by proxy at the Premier Meeting, and for purposes of the foregoing the holders of Premier Options shall be entitled to one vote for each vested Premier Option held by them, and (iii) to the extent required by MI 61-101, the majority of the votes cast on the Arrangement Resolution by Premier Shareholders present in person or by proxy at the Premier Meeting excluding the votes cast in respect of Premier Shares held by certain interested or related parties or joint actors of Premier in accordance with the approvalminority approval requirements of MI 61-101 (collectively, if any, of Target Optionholders that Target determines, acting reasonably, is necessary, (the “Target Shareholder Premier Securityholder Approval”); (Ciii) that in all other respects, the terms, conditions and restrictions of Target’s the Premier constating documents, including quorum requirements and other matters, shall apply in respect of the Target Premier Meeting; (Div) for the grant of the Dissent Rights to registered holders of Target Premier Shares, which Dissent Rights shall provide for written objection to any Arrangement Resolution to be sent to Target by such Target Shareholders who wish to dissent at least two days before as contemplated in the Target Meeting or any date to which the Target Meeting may be postponed or adjournedPlan of Arrangement; (Ev) for notice requirements with respect to the presentation of the application to the Court for the Final Order; (Fvi) that the Target Premier Meeting may be adjourned or postponed from time to time by the management of Target Premier in accordance with the terms of this Agreement without the need for additional approval of the Court; and; (Gvii) confirmation of the record date for the purposes of determining the Premier Securityholders entitled to notice of and to vote at the Premier Meeting; (viii) that the record date for Target Premier Shareholders entitled to notice of and to vote at the Target Premier Meeting will not change in respect of any adjournment(s) or postponement(s) of the Target Premier Meeting.; (bix) Target shall advise that the Court that it is Acquiror’s intention Parties intend to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act in Act, subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to the Premier Shareholders and holders of Premier Options, with respect to the issuance of the distribution of Spinco Shares to New Premier Shares, the Former Target Shareholders SpinCo Distribution Shares, the Consideration Shares, the Replacement Premier Options, the Replacement SpinCo Options and Target Optionholders the Replacement Equinox Gold Options pursuant to the Arrangement; (x) that each Premier Securityholder shall have the right to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response within a reasonable time; (xi) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and (xii) for such other matters as Equinox Gold may reasonably require, subject to obtaining the prior consent of Premier, such consent not to be unreasonably withheld, conditioned or delayed. (cb) Subject to obtaining the approvals contemplated by the Interim Order, and as may be directed by the Court in the Interim Order, Target shall take all steps necessary or desirable to submit the Arrangement to the Court and to apply for the Final Order.

Court Orders. (a) Target shall apply to the Court, in a manner acceptable to Acquiror, acting reasonably, pursuant to section 182 291 of the OBCA BCBCA for the Interim Order and the Final Order as follows: (i) As soon as reasonably practicable following the date of execution of this Agreement, but in any event not later than February 2821, 2011, Target shall prepare, file, proceed with and diligently prosecute an application to the Court for the Interim Order which shall provide, among other things: (A) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Target Meeting and the manner in which such notice is to be provided; (B) that the requisite approval for the Arrangement Resolution shall be at least 66-2/3% of the votes cast on the Arrangement Resolution by Target Shareholders and Target Optionholders voting as a single class and as a simple majority of the votes cast on the Arrangement Resolution by Target Shareholders in each case present in person or represented by proxy at the Target Meeting, together with the approval, if any, of Target Optionholders that Target determines, acting reasonably, is necessary, Meeting (the “"Target Shareholder Approval”"); (C) that in all other respects, the terms, conditions and restrictions of Target’s the Target constating documents, including quorum requirements and other matters, shall apply in respect of the Target Meeting; (D) for the grant of the Dissent Rights to registered holders of Target Shares, which Dissent Rights shall provide for written objection to any Arrangement Resolution to be sent to Target by such Target Shareholders shareholders who wish to dissent at least two days before the Target Meeting or any date to which the Target Meeting may be postponed or adjournedMeeting; (E) for notice requirements with respect to the presentation of the application to the Court for the Final Order; (F) that the Target Meeting may be adjourned or postponed from time to time by management of Target without the need for additional approval of the Court; and (G) that the record date for Target Shareholders shareholders entitled to notice of and to vote at the Target Meeting will not change in respect of any adjournment(s) or postponement(s) of the Target Meeting. (b) Target shall advise the Court that it is Acquiror’s 's intention to rely upon Section 3(a)(10) of the U.S. Securities Act in respect of the issuance of Acquiror shares and the distribution of Spinco Shares spinco shares to the Former Target Shareholders and Target Optionholders shareholders pursuant to the Arrangement. (c) Subject to obtaining the approvals contemplated by the Interim Order, and as may be directed by the Court in the Interim Order, Target shall take all steps necessary or desirable to submit the Arrangement to the Court and to apply for the Final Order.

Court Orders. (a) Target JDS Silver shall apply to the Court, in a manner acceptable to AcquirorPurchaser, acting reasonably, pursuant to section 182 291 of the OBCA BCBCA for the Interim Order and the Final Order as follows: (ia) As soon as reasonably practicable following the date of execution of this Agreement, but in any event not later than February 28, 2011, Target JDS Silver shall prepare, file, proceed with and diligently prosecute an application to the Court for the Interim Order which shall provide, among other things: (Ai) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Target JDS Silver Meeting and for the manner in which such notice is to be provided; (Bii) that notwithstanding any other agreements or rights that have been granted under the Shareholders’ Agreement, each JDS Silver Shareholder shall vote on the Arrangement Resolution in their own right; (iii) that the requisite approval for the Arrangement Resolution shall be at least 66two-2/3% thirds of the votes cast on at the Arrangement Resolution by Target Shareholders present JDS Silver Meeting in person or represented by proxy at by the Target Meeting, JDS Silver Shareholders voting together with as one class on the approval, if any, basis of Target Optionholders that Target determines, acting reasonably, is necessary, one vote per JDS Silver Share (the “Target JDS Silver Shareholder Approval”); (Civ) that, notwithstanding any other agreements or rights that have been granted under the Shareholders’ Agreement, in all other respects, the terms, conditions and restrictions of Target’s the JDS Silver constating documents, including quorum requirements and other matters, shall apply in respect of the Target JDS Silver Meeting; (Dv) for the grant of the Dissent Rights to registered holders the JDS Silver Shareholders subject to the limitations thereon provided for in the Plan of Target Shares, which Dissent Rights shall provide for written objection to any Arrangement Resolution to be sent to Target by such Target Shareholders who wish to dissent at least two days before the Target Meeting or any date to which the Target Meeting may be postponed or adjournedArrangement; (Evi) for notice requirements with respect to the presentation of the application to the Court for the Final Order; (Fvii) that the Target JDS Silver Meeting may be adjourned or postponed from time to time by management of Target JDS Silver with the consent of Purchaser without the need for additional approval of the Court; and; (Gviii) that the record date Record Date for Target JDS Silver Shareholders entitled to notice of and to vote at the Target JDS Silver Meeting will not change in respect of any adjournment(s) or postponement(s) of the Target JDS Silver Meeting; (ix) that each JDS Silver Shareholder will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as they enter an appearance within a reasonable time; and (x) such other matters as Purchaser may reasonably request subject to obtaining the prior consent of JDS Silver, such consent not to be unreasonably withheld. (b) Target shall advise the Court that it is Acquiror’s intention to rely upon Section 3(a)(10) of the U.S. Securities Act in respect of the distribution of Spinco Shares to the Former Target Shareholders and Target Optionholders pursuant to the Arrangement. (c) Subject to obtaining the approvals as contemplated by the Interim Order, Order and as may be directed by the Court in the Interim Order, Target shall take all steps necessary or desirable to submit the Arrangement to the Court and to apply for the Final Order, which shall provide, among other things, that the Shareholders’ Agreement is terminated and ceases to be of any further force and effect as of the Effective Time. (c) In connection with the application referred to in Section 2.2(a), JDS Silver shall advise the Court that it is Purchaser’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Coeur Shares to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement.

Court Orders. (a) Target Xxxxx shall apply to the Court, in a manner acceptable to AcquirorSciVac, acting reasonably, pursuant to section 182 Section 291 of the OBCA BCBCA for the Interim Order and the Final Order as follows: (ia) As soon as reasonably practicable following the date of execution of this Agreement, but in any event not later than February 28April 30, 20112015, Target Xxxxx shall prepare, file, proceed with and diligently prosecute an application to the Court for the Interim Order which shall provide, among other things: (Ai) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Target Xxxxx Meeting and the manner in which such notice is to be provided; (Bii) that the requisite approval for the Arrangement Resolution shall be at least 66-2/3% of the votes cast on the Arrangement Resolution by Target Xxxxx Shareholders and by at least 66-2/3% of the votes cast on the Arrangement Resolution by the Xxxxx Securityholders voting as a single class (with each Xxxxx Optionholder being entitled to that number of votes equal to the number of Xxxxx Shares that would be issued to such holder on the record date for the meeting pursuant to Section 2.1(b)(i), in each case present in person or represented by proxy at the Target Meeting, together with the approval, if any, of Target Optionholders that Target determines, acting reasonably, is necessary, Xxxxx Meeting (the “Target Shareholder Xxxxx Securityholder Approval”); (Ciii) that in all other respects, the terms, conditions and restrictions of Target’s the Xxxxx constating documents, including quorum requirements and other matters, shall apply in respect of the Target Xxxxx Meeting; (Div) for the grant of the Dissent Rights to registered holders of Target SharesXxxxx Shares and Xxxxx Optionholders, which Dissent Rights shall provide for written objection to any Arrangement Resolution to be sent to Target Xxxxx by such Target Shareholders Xxxxx Securityholders who wish to dissent at least two days before the Target Meeting or any date to which the Target Meeting may be postponed or adjournedXxxxx Meeting; (Ev) for notice requirements with respect to the presentation of the application to the Court for the Final Order; (Fvi) that the Target Xxxxx Meeting may be adjourned or postponed from time to time by management of Target Xxxxx without the need for additional approval of the Court; and and (Gvii) that the record date for Target Shareholders Xxxxx Securityholders entitled to notice of and to vote at the Target Xxxxx Meeting will not change in respect of any adjournment(s) or postponement(s) of the Target Xxxxx Meeting. (b) Target Xxxxx shall advise the Court that it is Acquiroruse all commercially reasonable efforts to obtain TSX’s intention to rely upon Section 3(a)(10) conditional approval of the U.S. Securities Act in respect listing of the distribution of Spinco all New Xxxxx Shares to the Former Target Shareholders and Target Optionholders be issued pursuant to the Arrangement. (c) Subject The Parties agree that the Arrangement will be carried out with the intention that all Xxxxx Shares issued to obtaining Xxxxx Optionholders and all New Xxxxx Shares and Spinco Shares issued to the approvals contemplated Xxxxx Shareholders and all Acquired Xxxxx Shares issued to the SciVac Securityholders, in each case pursuant to the Arrangement, will be issued and exchanged in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof (the Interim Order“Section 3(a)(10) Exemption”). In order to ensure the availability of the Section 3(a)(10) Exemption, the Parties agree that the Arrangement will be carried out on the following basis: (i) the Arrangement will be subject to the approval of the Court; (ii) the Court will be advised as to the intention of the Parties to rely on the Section 3(a)(10) Exemption based on the Court’s approval of the Arrangement prior to the hearing of the Court required to approve the Arrangement; (iii) the Court will be invited to satisfy itself and find, prior to approving the Arrangement, that the Arrangement is fair and reasonable, both procedurally and substantively, to the Xxxxx Securityholders; (iv) (a) SciVac will ensure that each SciVac Securityholder entitled to receive New Xxxxx Shares, and (b) Xxxxx will ensure that each Xxxxx Securityholder entitled to receive New Xxxxx Shares or Spinco Shares, in each case pursuant to the Arrangement, will be given adequate notice advising such SciVac Securityholder or Xxxxx Securityholder, as may be directed by applicable, of his or her right to attend the hearing of the Court in the Interim Order, Target shall take all steps necessary or desirable to submit the Arrangement with respect to the Court and to apply application for the Final OrderOrder (the “Final Application”) and provide each with sufficient information necessary for him or her to exercise that right; (v) the Interim Order will specify that each Xxxxx Securityholder will have the right to appear before the Court at the Final Application so long as they enter an appearance within a reasonable time; and (vi) the Final Order shall include statements substantially to the following effect: “This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the distribution of securities of Xxxxx Resources Ltd. pursuant to the Plan of Arrangement”; and The Arrangement is fair and reasonable, both procedurally and substantively, to the Xxxxx Securityholders.”

Court Orders. (a) Target Silverstone shall apply to the Court, in a manner acceptable to AcquirorSilver Wheaton, acting reasonably, pursuant to section 182 Section 291 of the OBCA BCBCA for the Interim Order and the Final Order as follows: (i) As soon as reasonably practicable practicable, following the date of execution of this Agreement, but in any event not later than February 28, 2011, Target Silverstone shall prepare, file, proceed with and diligently prosecute an application to the Court for the Interim Order which shall provide, among other things: (A) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Target Silverstone Meeting and for the manner in which such notice is to be provided; (B) that the requisite approval for the Arrangement Resolution shall be at least 66-66 2/3% of the votes cast on the Arrangement Resolution by Target Shareholders the holders of Silverstone Shares present in person or represented by proxy at the Target Meeting, together with the approval, if any, of Target Optionholders that Target determines, acting reasonably, is necessary, Silverstone Meeting (the “Target Silverstone Shareholder Approval”); (C) that in all other respects, the terms, conditions and restrictions of Target’s the Silverstone constating documents, including quorum requirements and other matters, shall apply in respect of the Target Silverstone Meeting; (D) for the grant of the Dissent Rights to the Silverstone Shareholders who are registered holders of Target Silverstone Shares, which Dissent Rights shall provide for written objection to any Arrangement Resolution to be sent to Target by such Target Shareholders who wish to dissent at least two days before the Target Meeting or any date to which the Target Meeting may be postponed or adjourned; (E) for notice requirements with respect to the presentation of the application to the Court for the Final Order; (F) that the Target Silverstone Meeting may be adjourned or postponed from time to time by management of Target Silverstone with the consent of Silver Wheaton without the need for additional approval of the Court; and; (G) that the record date for Target Silverstone Shareholders entitled to notice of and to vote at the Target Silverstone Meeting will not change in respect of any adjournment(s) or postponement(s) of the Target Silverstone Meeting.; and (bH) Target shall advise the Court that it is AcquirorSilverstone’s intention to rely upon Section 3(a)(10) of the U.S. Securities Act to implement the transactions contemplated hereby in respect of the distribution of Spinco Shares to the Former Target Silverstone Shareholders and Target Optionholders pursuant to holders of Silverstone Options who are resident in the Arrangement.United States; and (cii) Subject subject to obtaining the approvals as contemplated by the Interim Order, Order and as may be directed by the Court in the Interim Order, Target shall take all steps necessary or desirable to submit the Arrangement to the Court and to apply for the Final Order.

Court Orders. (a) Target shall apply to the Court, in a manner acceptable to Acquiror, acting reasonablyactingreasonably, pursuant to section 182 291 of the OBCA BCBCA for the Interim Order and the Final Order as follows: (i) As soon as reasonably practicable following the date of execution of this Agreement, but in any event not later than February 2821, 2011, Target shall prepare, file, proceed with and diligently prosecute an application to the Court for the Interim Order which shall provide, among other things: (A) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Target Meeting and the manner in which such notice is to be provided; (B) that the requisite approval for the Arrangement Resolution shall be at least 66-2/3% of the votes cast on the Arrangement Resolution by Target Shareholders and Target Optionholders voting as a single class and as a simple majority of the votes cast on the Arrangement Resolution by Target Shareholders in each case present in person or represented by proxy at the Target Meeting, together with the approval, if any, of Target Optionholders that Target determines, acting reasonably, is necessary, Meeting (the “"Target Shareholder Approval”"); (C) that in all other respects, the terms, conditions and restrictions of Target’s the Target constating documents, including quorum requirements and other matters, shall apply in respect of the Target Meeting; (D) for the grant of the Dissent Rights to registered holders of Target Shares, which Dissent Rights shall provide for written objection to any Arrangement Resolution to be sent to Target by such Target Shareholders who wish to dissent at least two days before the Target Meeting or any date to which the Target Meeting may be postponed or adjournedMeeting; (E) for notice requirements with respect to the presentation of the application to the Court for the Final Order; (F) that the Target Meeting may be adjourned or postponed from time to time by management of Target without the need for additional approval of the Court; and (G) that the record date for Target Shareholders entitled to notice of and to vote at the Target Meeting will not change in respect of any adjournment(s) or postponement(s) of the Target Meeting. (b) Target shall advise the Court that it is Acquiror’s 's intention to rely upon Section uponSection 3(a)(10) of the U.S. Securities Act in respect of the issuance of Acquiror Shares and the distribution of Spinco Shares to the Former Target Shareholders and Target Optionholders pursuant to the Arrangement. (c) Subject to obtaining the approvals contemplated by the Interim Order, and as may be directed by the Court in the Interim Order, Target shall take all steps necessary or desirable to submit the Arrangement to the Court and to apply for the Final Order.

Court Orders. (a) Target Aurizon shall apply to the Court, in a manner acceptable to AcquirorHecla, acting reasonably, pursuant to section 182 291 of the OBCA BCBCA for the Interim Order and the Final Order as follows: (i) As soon as reasonably practicable following the date of execution of this AgreementAgreement and, but in any event not later than February 28event, 2011in sufficient time to permit the Aurizon Meeting to be held in accordance with Section 2.3(a), Target Aurizon shall prepare, file, proceed with and diligently prosecute an application to the Court for the Interim Order which shall provide, among other things: (A) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Target Aurizon Meeting and the manner in which such notice is to be provided; (B) that the requisite approval for the Arrangement Resolution (the “Aurizon Securityholder Approval”) shall be (i) 66 2/3% of the (C) votes cast on the Arrangement Resolution by the Aurizon Shareholders and the Aurizon Optionholders, voting as a single class, present in person or by proxy at least 66-Aurizon Meeting; and (ii) 66 2/3% of the votes cast on the Arrangement Resolution by Target the Aurizon Shareholders present in person or represented by proxy at the Target Aurizon Meeting, together with the approval, if any, of Target Optionholders that Target determines, acting reasonably, is necessary, (the “Target Shareholder Approval”); (CD) that in all other respects, the terms, conditions and restrictions of Target’s Aurizon constating documents, including quorum requirements and other matters, shall apply in respect of the Target Aurizon Meeting; (DE) for the grant of the Dissent Rights to registered holders of Target Shares, which Dissent Rights shall provide for written objection to any Arrangement Resolution to be sent to Target by such Target Shareholders who wish to dissent at least two days before the Target Meeting or any date to which the Target Meeting may be postponed or adjournedAurizon Shareholders; (EF) for notice requirements with respect to the presentation of the application to the Court for the Final Order; (FG) that the Target Aurizon Meeting may be adjourned or postponed from time to time by management of Target Aurizon in accordance with the terms of this Agreement without the need for additional approval of the Court; and; (GH) that the record date for Target Shareholders Aurizon Securityholders entitled to notice of and to vote at the Target Aurizon Meeting will not change in respect of any adjournment(s) or postponement(s) of the Target Aurizon Meeting.; (bI) Target shall advise the Court that it is AcquirorHecla’s intention to rely upon Section 3(a)(10) of the U.S. Securities Act in respect to issue, based on the Court’s approval of the distribution of Spinco Arrangement, Hecla Shares to Aurizon Securityholders who are resident in the Former Target Shareholders and Target Optionholders pursuant United States in exchange for Aurizon Shares without registration under the U.S. Securities Act; and (J) that each Aurizon Securityholder will have the right to appear before the ArrangementCourt at the hearing of the Court to approve the application for the Final Order. (cii) Subject subject to obtaining the approvals contemplated by the Interim Order, and as may be directed by the Court in the Interim Order, Target shall take all steps necessary or desirable to submit the Arrangement to the Court and to apply for the Final Order.