Common use of Court Proceedings Clause in Contracts

Court Proceedings. Subject to the terms of this Agreement, the Company shall diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order, and the Purchaser shall provide the Company, on a timely basis, any information reasonably required to be supplied by the Purchaser in connection therewith. The Company shall provide the Purchaser’s legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments. Subject to applicable Law, the Company shall not file any material with the Court in connection with the Arrangement or serve any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated by this Section 1.6 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require the Purchaser to agree or consent to any change in or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on it in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by it indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Legal counsel to the Purchaser shall be entitled to make such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided that the Purchaser’s legal counsel advises the Company’s legal counsel of the nature of any submissions with reasonably sufficient time prior to the hearing and agrees with them, acting reasonably, and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company shall also oppose any proposal from any Person that the Final Order contains any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, the Company shall do so after notice to, and in reasonable consultation and reasonable cooperation with, the Purchaser.

Court Proceedings. Subject to the terms of this Agreement, the Company shall diligently pursue, and cooperate Zazu will provide Solitario with the Purchaser in diligently pursuing, the Interim Order and the Final Order, and the Purchaser shall provide the Company, on a timely basis, any information reasonably required to be supplied by the Purchaser in connection therewith. The Company shall provide the Purchaser’s legal counsel with reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, Arrangement prior to the service and filing of such materials and will give reasonable consideration to all such comments. Subject to applicable Law, the Company shall not file any material with the Court in connection with the Arrangement or serve any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated by this Section 1.6 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require the Purchaser to agree or consent to any change in or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on it in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by it indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall Zazu will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Legal Subject to applicable Law, Zazu will not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.6 or with Solitario's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided, however, that nothing herein will require Solitario to agree or consent to any increase or change in the consideration payable under the terms of the Plan of Arrangement or any modification or amendment to such filed or served materials that expands or increases Solitario's obligations set forth in any such filed or served materials or under this Agreement or the Arrangement. In addition, Zazu will not object to legal counsel to the Purchaser shall be entitled to make Solitario making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; , provided that the Purchaser’s Zazu or its legal counsel advises the Company’s legal counsel is advised of the nature of any submissions with reasonably sufficient time prior to the hearing and agrees with them, acting reasonably, and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company shall Zazu will also oppose provide Solitario on a timely basis with copies of any proposal from any Person that the Final Order contains any provision inconsistent with this Agreement, and, if at any time after the issuance notice of appearance and evidence or other documents served on Zazu or its legal counsel in respect of the Final application for the Interim Order and prior to the Effective Date, the Company is required by the terms of or the Final Order or any appeal therefrom and of any notice, whether or not in writing, received by Law Zazu or its legal counsel indicating any intention to return oppose the granting of the Interim Order or the Final Order or to Court with respect to appeal the Interim Order or the Final Order, the Company shall do so after notice to, and in reasonable consultation and reasonable cooperation with, the Purchaser.

Court Proceedings. Subject to the terms of this Agreement, the The Company shall diligently pursue, and cooperate with will provide the Purchaser in diligently pursuing, the Interim Order and the Final Order, and the Purchaser shall provide the Company, on a timely basis, any information reasonably required to be supplied by the Purchaser in connection therewith. The Company shall provide the Purchaser’s legal its counsel with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, Arrangement prior to the service and filing of such materials and will give reasonable consideration to all such comments. Subject to applicable Law, the Company shall not file any material with the Court in connection with the Arrangement or serve any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated by this Section 1.6 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require the Purchaser to agree or consent to any change in or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on it in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by it indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Legal Subject to applicable Law, the Company will not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.8 or with the Purchaser's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided, however, that nothing herein shall require the Purchaser to agree or consent to any increase or change in the consideration payable under the terms of the Plan of Arrangement or any modification or amendment to such filed or served materials that expands or increases the Purchaser's obligations set forth in any such filed or served materials or under this Agreement or the Arrangement. In addition, the Company will not object to legal counsel to the Purchaser shall be entitled to make making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; , provided that the Purchaser’s Company or its legal counsel advises the Company’s legal counsel is advised of the nature of any submissions with reasonably sufficient time prior to the hearing and agrees with them, acting reasonably, and such submissions are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. The Company shall will also oppose provide the Purchaser on a timely basis with copies of any proposal from any Person that notice of appearance and evidence or other documents served on the Final Order contains any provision inconsistent with this Agreement, and, if at any time after the issuance Company or its legal counsel in respect of the Final application for the Interim Order and prior to the Effective Date, the Company is required by the terms of or the Final Order or any appeal therefrom and of any notice, whether or not in writing, received by Law the Company or its legal counsel indicating any intention to return oppose the granting of the Interim Order or the Final Order or to Court with respect to appeal the Interim Order or the Final Order, the Company shall do so after notice to, and in reasonable consultation and reasonable cooperation with, the Purchaser.

Court Proceedings. Subject to the terms of this Agreement, the Company shall diligently pursueGold Royalty will cooperate with, assist and cooperate with the Purchaser in diligently pursuing, consent to Exx seeking the Interim Order and the Final Order, and the Purchaser shall provide the Company, including by providing Exx on a timely basis, basis any information reasonably required to be supplied by the Purchaser Gold Royalty as required by Law or reasonably requested by Exx in connection therewith. The Company Exx shall provide the Purchaser’s Gold Royalty and its legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments. Exx will also provide Gold Royalty and its legal counsel, on a timely basis, with copies of any notice of appearance or notice of intent to oppose and any evidence served on Exx or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom. Subject to applicable Law, the Company shall Exx will not file any material with the Court in connection with the Arrangement or serve any such material, and shall will not agree to modify or amend materials so filed or served, except as contemplated by this Section 1.6 or with the PurchaserGold Royalty’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, that nothing herein shall require the Purchaser Gold Royalty to agree or consent to any change increase in or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases the PurchaserGold Royalty’s obligations, or diminishes or limits the Purchaser’s rights, obligations set forth in any such filed or served materials or under this Agreement or the ArrangementAgreement. The Company shall also provide In addition, Exx will not object to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on it in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by it indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Legal counsel to the Purchaser shall be entitled to make Gold Royalty making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided provided, that the Purchaser’s legal counsel advises the Company’s legal counsel Exx is advised of the nature of any submissions with reasonably sufficient time prior to the such hearing and agrees with them, acting reasonably, and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company shall Exx will also oppose any appearance, proposal or motion from any Person that third party on the hearing of the motion for the Interim Order and the application for the Final Order contains any provision which is inconsistent with this Agreement, and, if Agreement or the Plan of Arrangement. If at any time after the issuance of the Final Order and prior to the Effective Date, the Company Exx is required by the terms of the Final Order or by Law to return to the Court with respect to the Final Order, the Company it shall do so after notice to, and in reasonable consultation and reasonable cooperation with, the PurchaserGold Royalty.

Court Proceedings. Subject ‌ In connection with all Court proceedings relating to obtaining the terms of this AgreementInterim Order and the Final Order, the Company shall Pure LP will diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order, Order and Pure LP will provide the Purchaser shall provide the Company, on a timely basis, any information reasonably required to be supplied by the Purchaser in connection therewith. The Company shall provide the Purchaser’s and its legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the ArrangementArrangement (including by providing, on a timely basis and will give reasonable consideration prior to all such comments. Subject to applicable Law, the Company shall not file any material with the Court in connection with the Arrangement or serve any service and filing of such material, and shall not agree to modify or amend materials so filed or served, except as contemplated by this Section 1.6 or with the Purchaser’s prior written consent, such consent not a description of any information required to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require supplied by the Purchaser to agree or consent to any change for inclusion in or variation in such material) and Pure LP will accept the form reasonable comments of Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the Purchaser’s Purchaser and its legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on it in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by it indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Ordersuch material. The Company shall Pure LP will ensure that all materials material filed with the Court in connection with the Arrangement are is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Legal In addition, Pure LP will not object to legal counsel to the Purchaser shall be entitled to make making such submissions on the hearing in support of the motion application for the Interim Order and the application for the Final Order as such counsel considers appropriateOrder; provided however, that the Purchaser’s legal counsel Purchaser advises the Company’s legal counsel Pure LP of the nature of any such submissions with reasonably sufficient time prior to the hearing and agrees with them, acting reasonably, and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company shall Pure LP will also oppose provide legal counsel to the Purchaser on a timely basis with copies of any proposal from any Person that notice, evidence or other documents served on Pure LP or its legal counsel in respect of the application for the Final Order contains or any provision inconsistent appeal therefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order. Subject to Law, no Party will file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with the other Parties’ prior written consent, not to be unreasonably withheld, delayed or conditioned; provided however, that nothing herein will require the Purchaser to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that materially expands or increases the Purchaser’s obligations, or materially diminishes or limits the Purchaser’s rights in respect of the Transactions, set forth in any such filed or served materials or under this Agreement, and, if . If at any time after the issuance of the Final Order and prior to the Effective Date, the Company Pure LP is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, the Company shall it will, whenever reasonably practicable, do so after written notice to, and in reasonable consultation and reasonable cooperation with, to the Purchaser.

Court Proceedings. Subject to the terms of this Agreement, the Company shall diligently pursue, and Purchaser will cooperate with the Purchaser and assist Absolute in diligently pursuing, seeking the Interim Order and the Final Order, and the Purchaser shall provide the Company, including by providing Absolute on a timely basis, basis any information regarding the Purchaser reasonably required to be supplied by the Purchaser in connection therewith. The Company shall Absolute will provide the Purchaser’s legal counsel Purchaser with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement (all of which shall be consistent in all material respects with the terms of this Agreement and the Plan of Arrangement), and will give reasonable consideration to all such commentscomments (provided that all information relating to the Purchaser, the Financing Sources and their respective Affiliates included in such materials shall be in form and content satisfactory to the Purchaser, acting reasonably). Subject to applicable Law, the Company shall Absolute will not file any material with the Court in connection with the Arrangement or serve any such material, and shall will not agree to modify or amend materials so filed or served, except as contemplated by this Section 1.6 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require the Purchaser to agree or consent to any change in or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company Absolute shall also provide to the Purchaser’s legal counsel Purchaser on a timely basis, basis copies of any notice of appearance, evidence appearance or other Court documents served on it Absolute in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by it Absolute indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall ensure that all materials filed Absolute (a) will diligently pursue, and cooperate in good faith with the Court Purchaser in connection with diligently pursuing, the Arrangement are consistent in all material respects with the terms of this Agreement Interim Order and the Plan of Arrangement. Legal Final Order; and (b) not object to legal counsel to the Purchaser shall be entitled to make making such submissions on the hearing of the motion application for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided that the Purchaser’s legal counsel advises the Company’s legal counsel of the nature of any submissions with reasonably sufficient time prior to the hearing and agrees with them, acting reasonably, and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company shall also oppose any proposal from any Person that the Final Order contains any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, the Company shall do so after notice to, and in reasonable consultation and reasonable cooperation with, the Purchaser.

Court Proceedings. Subject to the terms of this Agreement, the Company shall diligently pursue, and Coeur will cooperate with the Purchaser and assist Orko in diligently pursuing, seeking the Interim Order and the Final Order, and the Purchaser shall provide the Company, including by providing Orko on a timely basis, basis any information reasonably required to be supplied by the Purchaser Coeur in connection therewith. The Company shall Orko will provide the Purchaser’s legal counsel to Coeur with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments. Subject to applicable Law, the Company shall Orko will not file any material with the Court in connection with the Arrangement or serve any such material, and shall will not agree to modify or amend materials so filed or served, except as contemplated by this Section 1.6 2.6 or with the PurchaserCoeur’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided thatprovided, however, that nothing herein shall require the Purchaser Coeur to agree or consent to any change increase in or variation in the form of Consideration consideration or other modification or amendment to such filed or served materials that expands or increases the PurchaserCoeur’s obligations, or diminishes or limits the Purchaser’s rights, obligations set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company Orko shall also provide to the PurchaserCoeur’s legal counsel on a timely basis, basis copies of any notice of appearance, evidence appearance or other Court documents served on it Orko in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by it Orko indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall Orko will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Legal In addition, Orko will not object to legal counsel to the Purchaser shall be entitled to make Coeur making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided provided, however, that the Purchaser’s legal counsel advises the Company’s legal counsel Orko is advised of the nature of any submissions with reasonably sufficient time prior to the hearing and agrees with them, acting reasonably, and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company shall Orko will also oppose any proposal from any Person party that the Final Order contains contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company Orko is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, the Company it shall do so after notice to, and in reasonable consultation and reasonable cooperation with, the PurchaserCoeur.

Court Proceedings. Subject to the terms of this Agreement, Xxxxxx will cooperate with, assist and consent to the Company shall diligently pursue, and cooperate with the Purchaser in diligently pursuing, seeking the Interim Order and the Final Order, and including by providing the Purchaser shall provide the Company, Company on a timely basis, basis any information reasonably requested or required to be supplied by the Purchaser Hudbay in connection therewith. The Company shall will provide the Purchaser’s Hudbay and its legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information to be supplied by Xxxxxx for inclusion in such material, prior to the service and filing of such material, and will give reasonable consideration to all such comments. Subject to applicable Law, the Company shall will not file any material with the Court in connection with the Arrangement or serve any such material, and shall will not agree to modify or amend materials so filed or served, except as contemplated by this Section 1.6 2.8 or with the Purchaser’s Xxxxxx's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, that nothing herein shall require the Purchaser Hudbay to agree or consent to any change increase in or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, Hudbay's obligations set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal Xxxxxx's outside counsel on a timely basis, basis copies of any notice of appearance, evidence appearance or other Court documents served on it the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by it the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Legal In addition, the Company will not object to Xxxxxx's legal counsel to the Purchaser shall be entitled to make making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; , provided that the Purchaser’s legal counsel advises the Company’s legal counsel Company is advised of the nature of any submissions with reasonably sufficient time at least 24 hours prior to the hearing and agrees with them, acting reasonably, and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company shall will also oppose any proposal from any Person party that the Final Order contains contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, the Company it shall do so after notice to, and in reasonable consultation and reasonable cooperation with, the PurchaserHudbay.

Court Proceedings. Subject to the terms of this AgreementThe Purchaser will cooperate with, and assist, the Company shall diligently pursue, and cooperate with the Purchaser in diligently pursuing, pursuing the Interim Order and the Final Order, and including by providing the Purchaser shall provide the Company, Company on a timely basis, basis any information reasonably required to be supplied by the Purchaser in connection therewith. The Company shall will provide the Purchaser’s Purchaser and its legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the ArrangementArrangement (including by providing, on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by the Purchaser for inclusion in such material) and the Company will give reasonable consideration to all such comments, and will accept the reasonable comments of the Purchaser and its legal counsel with respect to any such materials. The Company will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company will not object to legal counsel to the Purchaser making such submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably provided that such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company will also provide the Purchaser’s legal counsel, on a timely basis, with copies of any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or Final Order. Subject to applicable Law, the Company shall will not file any material with the Court in connection with the Arrangement or serve any such material, and shall will not agree to modify or amend materials so filed or served, except as contemplated by this Section 1.6 2.6 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided thatprovided, however, that nothing herein shall require the Purchaser to agree or consent to any change in or variation increase in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, obligations or diminishes or limits the Purchaser’s rights, rights set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on it in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by it indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Legal counsel to the Purchaser shall be entitled to make such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided that the Purchaser’s legal counsel advises the Company’s legal counsel of the nature of any submissions with reasonably sufficient time prior to the hearing and agrees with them, acting reasonably, and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company shall will also oppose any proposal from any Person party that the Final Order contains contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, the Company it shall do so after notice to, and in reasonable consultation and reasonable cooperation with, the Purchaser.

Court Proceedings. Subject to the terms of this Agreement, the Company shall diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order, and the Purchaser Renewables shall provide the Company, on a timely basis, any information reasonably required to be supplied by the Purchaser in connection therewith. The Company shall provide the Purchaser’s legal TransAlta and its counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments. Subject to applicable Law, the Company shall not file any material by Renewables with the Court in connection with the Arrangement or serve and any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated by this Section 1.6 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require the Purchaser to agree or consent to any change in or variation in the form of Consideration or other modification supplement or amendment to such filed or served materials that expands or increases the Purchaser’s obligationsthereto, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel including by providing on a timely basisbasis a description of any information required to be supplied by TransAlta for inclusion in such materials, prior to the service and filing of such materials, and will accept the reasonable comments of TransAlta and its legal counsel with respect to any such information required to be supplied by TransAlta and included in such materials, and will provide counsel to TransAlta on a timely basis with copies of any notice of appearance, appearance and evidence or other Court documents served on it Renewables or its counsel in respect of the application for the Interim Order or and/or the Final Order or any appeal therefrom and of any notice, whether notice (written or oral, ) received by it Renewables indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall Renewables will ensure that all materials material filed with the Court in connection with the Arrangement are is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Legal Renewables will not, subject to Applicable Law, file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except with the written consent of TransAlta, such consent not to be unreasonably withheld or delayed. In addition, Xxxxxxxxxx will not object to legal counsel to the Purchaser shall be entitled to make TransAlta making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided that the Purchaser’s legal counsel advises the Company’s legal counsel of the nature of any submissions with reasonably sufficient time prior to the hearing and agrees with them, acting reasonably, and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company shall also Xxxxxxxxxx will oppose any proposal from any Person that the Final Order contains contain any provision inconsistent with this Agreement, and, and if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Applicable Law to return to Court with respect to the Final Order, the Company shall to do so only after notice to, and in reasonable consultation and reasonable cooperation with, the PurchaserTransAlta.

Court Proceedings. Subject The Company will provide legal counsel to the terms of this AgreementParent, USCo, the Company shall diligently pursue, Purchaser and cooperate US New Opco with the Purchaser in diligently pursuing, the Interim Order and the Final Order, and the Purchaser shall provide the Company, on a timely basis, any information reasonably required to be supplied by the Purchaser in connection therewith. The Company shall provide the Purchaser’s legal counsel with reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, Arrangement prior to the service and filing of such materials and will give reasonable consideration to all such comments. Subject to applicable Law, the Company shall not file any material with the Court in connection with the Arrangement or serve any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated by this Section 1.6 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require the Purchaser to agree or consent to any change in or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on it in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by it indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Legal Subject to Applicable Law, the Company will not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.6 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided, however, that nothing herein shall require the Purchaser to agree or consent to any increase in the consideration payable under the terms of the Plan of Arrangement or any modification or amendment to such filed or served materials that expands or increases the Parent’s, USCo’s or the Purchaser’s obligations set forth in any such filed or served materials or under this Agreement or the Arrangement. In addition, the Company will not object to legal counsel to the Parent, USCo, the Purchaser shall be entitled to make and US New Opco making such submissions in favor of the consummation of the Arrangement on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided that Order, consistent with the Purchaser’s legal counsel advises the Company’s legal counsel terms of the nature of any submissions with reasonably sufficient time prior to the hearing and agrees with them, acting reasonably, and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement, as such counsel considers appropriate, provided that the Company and its legal counsel are advised of the nature of any submissions prior to the hearing. The Company shall will also oppose provide legal counsel to the Parent, USCo, the Purchaser and US New Opco on a timely basis with copies of any proposal from any Person that notice of appearance and evidence or other documents served on the Final Order contains any provision inconsistent with this Agreement, and, if at any time after the issuance Company or its legal counsel in respect of the Final application for the Interim Order and prior to the Effective Date, the Company is required by the terms of or the Final Order or any appeal therefrom and of any notice, whether or not in writing, received by Law the Company or its legal counsel indicating any intention to return oppose the granting of the Interim Order or the Final Order or to Court with respect to appeal the Interim Order or the Final Order, the Company shall do so after notice to, and in reasonable consultation and reasonable cooperation with, the Purchaser.

Court Proceedings. Subject to the terms of this Agreement, the Company shall diligently pursue, and Parties will cooperate with the Purchaser in diligently pursuing, seeking the Interim Order and the Final Order, and including the Purchaser shall provide providing the Company, Company on a timely basis, basis any information reasonably required to be supplied by the Purchaser Company in connection therewith. The Company shall will provide the Purchaser’s legal Purchaser and its counsel with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, Arrangement prior to the service and filing of such materials and will give reasonable consideration to all such comments. Subject to applicable Law, the Company shall not file any material with the Court in connection with the Arrangement or serve any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated by this Section 1.6 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require the Purchaser to agree or consent to any change in or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on it in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by it indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Legal Subject to applicable Law, the Company will not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.7 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided, however, that nothing herein shall require the Purchaser to agree or consent to any increase or change in the consideration payable under the terms of the Plan of Arrangement or any modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations set forth in any such filed or served materials or under this Agreement or the Arrangement. In addition, the Company will not object to legal counsel to the Purchaser shall be entitled to make making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; , provided that the Purchaser’s Company or its legal counsel advises the Company’s legal counsel is advised of the nature of any submissions with reasonably sufficient time prior to the hearing and agrees with them, acting reasonably, and such submissions are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. The Company shall will also oppose provide the Purchaser on a timely basis with copies of any proposal from any Person that notice of appearance and evidence or other documents served on the Final Order contains any provision inconsistent with this Agreement, and, if at any time after the issuance Company or its legal counsel in respect of the Final application for the Interim Order and prior to the Effective Date, the Company is required by the terms of or the Final Order or any appeal therefrom and of any notice, whether or not in writing, received by Law the Company or its legal counsel indicating any intention to return oppose the granting of the Interim Order or the Final Order or to Court with respect to appeal the Interim Order or the Final Order, the Company shall do so after notice to, and in reasonable consultation and reasonable cooperation with, the Purchaser.

Court Proceedings. Subject The Company will provide legal counsel to the terms of this Agreement, the Company shall diligently pursue, and cooperate Purchaser with the Purchaser in diligently pursuing, the Interim Order and the Final Order, and the Purchaser shall provide the Company, on a timely basis, any information reasonably required to be supplied by the Purchaser in connection therewith. The Company shall provide the Purchaser’s legal counsel with reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, Arrangement prior to the service and filing of such materials and will give reasonable consideration to all such comments. Subject to applicable Law, the Company shall not file any material with the Court in connection with the Arrangement or serve any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated by this Section 1.6 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require the Purchaser to agree or consent to any change in or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on it in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by it indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Legal Subject to applicable Laws, the Company will not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.6 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided, however, that nothing herein shall require the Purchaser to agree or consent to any increase in the consideration payable under the terms of the Plan of Arrangement or any modification or amendment to such filed or served materials that expands or increases the obligations of the Purchaser or the Parent set forth in any such filed or served materials or under this Agreement or the Arrangement. In addition, the Company will not object to legal counsel to the Purchaser shall be entitled to make making such submissions on the hearing of the motion application for the Interim Order and the application for the Final Order as such counsel considers appropriate; , acting reasonably, provided that the Purchaser’s Company or its legal counsel advises the Company’s legal counsel is advised of the nature of any submissions with reasonably sufficient time prior to the hearing and agrees with them, acting reasonably, and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company shall will also oppose provide legal counsel to the Purchaser on a timely basis with copies of any proposal from any Person that notice of appearance and evidence or other documents served on the Final Order contains any provision inconsistent with this Agreement, and, if at any time after the issuance Company or its legal counsel in respect of the Final application for the Interim Order and prior to the Effective Date, the Company is required by the terms of or the Final Order or any appeal therefrom and of any notice, whether or not in writing, received by Law the Company or its legal counsel indicating any intention to return oppose the granting of the Interim Order or the Final Order or to Court with respect to appeal the Interim Order or the Final Order, the Company shall do so after notice to, and in reasonable consultation and reasonable cooperation with, the Purchaser.

Court Proceedings. Subject to the terms of this AgreementApplicable Laws, the Company shall diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order, and the Purchaser shall provide the Company, on a timely basis, any information reasonably required to be supplied by the Purchaser in connection therewith. The Company shall provide the Purchaser’s legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments. Subject to applicable Law, the Company shall not file any material with the Court in connection with the Arrangement or serve any such material, and shall will not agree to modify or amend materials so filed or served, except as contemplated by this Section 1.6 2.6 or with the PurchaserAcquiror’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, that nothing herein shall require the Purchaser Acquiror to agree or consent to any change in or variation increase in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases the PurchaserAcquiror’s obligations, or diminishes or limits the Purchaser’s rights, obligations set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the PurchaserAcquiror’s legal counsel on a timely basis, basis copies of any notice of appearance, evidence appearance or other Court documents served on it the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by it the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Legal In addition, the Company will not object to legal counsel to the Purchaser shall be entitled to make Acquiror making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided that the Purchaser’s legal counsel advises the Company’s legal counsel of the nature of any submissions with reasonably sufficient time prior to the hearing and agrees with them, acting reasonably, and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company shall also oppose any proposal from any Person that the Final Order contains any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, the Company shall do so after notice to, and in reasonable consultation and reasonable cooperation with, the Purchaser.

Court Proceedings. Subject to the terms of this Agreement, the Company shall diligently pursue, and Parties will cooperate with the Purchaser in diligently pursuing, seeking the Interim Order and the Final Order, and the Purchaser shall provide the Company, on a timely basis, any information reasonably required to be supplied by the Purchaser in connection therewith. The Company shall will provide the Purchaser’s Purchaser and its legal counsel with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, Arrangement prior to the service and will filing of such materials and shall give reasonable consideration to all such comments. Subject to applicable Law, the Company shall not file any material with the Court in connection with the Arrangement or serve any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated by this Section 1.6 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require the Purchaser to agree or consent to any change in or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on it in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by it indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Legal Subject to applicable Law, the Company will not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.8 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided, however, that nothing herein shall require the Purchaser to agree or consent to any increase or change in the Consideration payable under the terms of the Plan of Arrangement or any modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations set forth in any such filed or served materials or under this Agreement or the Arrangement. In addition, the Company will not object to legal counsel to the Purchaser shall be entitled to make making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; , provided that the Purchaser’s Company or its legal counsel advises the Company’s legal counsel is advised of the nature of any submissions with reasonably sufficient time prior to the hearing and agrees with them, acting reasonably, and such submissions are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. The Company shall will also oppose provide the Purchaser on a timely basis with copies of any proposal from any Person that notice of appearance and evidence or other documents served on the Final Order contains any provision inconsistent with this Agreement, and, if at any time after the issuance Company or its legal counsel in respect of the Final application for the Interim Order and prior to the Effective Date, the Company is required by the terms of or the Final Order or any appeal therefrom and of any notice, whether or not in writing, received by Law the Company or its legal counsel indicating any intention to return oppose the granting of the Interim Order or the Final Order or to Court with respect to appeal the Interim Order or the Final Order, the Company shall do so after notice to, and in reasonable consultation and reasonable cooperation with, the Purchaser.

Court Proceedings. Subject to the terms of this Agreement, Xxxxxx will cooperate with and assist the Company shall diligently pursue, and cooperate with the Purchaser in diligently pursuing, seeking the Interim Order and the Final Order, and including by providing the Purchaser shall provide the Company, Company on a timely basis, basis any information reasonably required to be supplied by the Purchaser Xxxxxx in connection therewith. The Company shall will provide the Purchaser’s legal counsel to Xxxxxx with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments. Subject to applicable Law, the Company shall will not file any material with the Court in connection with the Arrangement or serve any such material, and shall will not agree to modify or amend materials so filed or served, except as contemplated by this Section 1.6 2.7 or with the PurchaserWalter’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided thatprovided, however, that nothing herein shall require the Purchaser Xxxxxx to agree or consent to any change in or variation increase in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases the PurchaserWalter’s obligations, or diminishes or limits the Purchaser’s rights, obligations set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the PurchaserWalter’s legal counsel on a timely basis, basis copies of any notice of appearance, evidence appearance or other Court documents served on it the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by it the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Arrangement Agreement and the Plan of Arrangement. Legal In addition, the Company will not object to legal counsel to the Purchaser shall be entitled to make Xxxxxx making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; , provided that the Purchaser’s legal counsel advises the Company’s legal counsel Company is advised of the nature of any submissions with reasonably sufficient time prior to the hearing and agrees with them, acting reasonably, and such submissions are consistent in all material respects with this Arrangement Agreement and the Plan of Arrangement. The Company shall will also oppose any proposal from any Person party that the Final Order contains contain any provision inconsistent with this Arrangement Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, the Company it shall do so after notice to, and in reasonable consultation and reasonable cooperation with, the PurchaserXxxxxx.

Court Proceedings. Subject to the terms of this Agreement, Purchaser and the Company shall diligently pursue, and will cooperate with the Purchaser in diligently pursuing, seeking the Interim Order and the Final Order, and including by Purchaser providing to the Purchaser shall provide the Company, Company on a timely basis, basis any information reasonably required to be supplied by the Purchaser concerning itself or its affiliates in connection therewith. The Company shall will provide the Purchaser’s legal counsel to Purchaser and Hydrogen Company with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, prior to service and filing of such materials, and will give reasonable consideration to all such comments. Subject to applicable Law, the Company shall not file any material with the Court in connection with the Arrangement or serve any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated by this Section 1.6 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require the Purchaser to agree or consent to any change in or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall will also provide to the Purchaser’s legal counsel to Purchaser and Hydrogen Company on a timely basis, basis with copies of any notice of appearance, evidence or other Court court documents served on it the Company or its legal counsel in respect of the application for the Interim Order or and the Final Order or any appeal therefrom and of any notice, whether written or oral, received by it the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. Subject to applicable Laws, the Company will not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Purchaser’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided that nothing herein shall (i) require Purchaser to agree or consent to any increase in Consideration or other modification or amendment to such filed or served materials that expands or increases Purchaser’s obligations set forth in any such filed or served materials or under this Agreement, or (ii) limit the Company’s ability to take any and all steps, including the filing of all manner of documents with any Governmental Entity, to enforce its rights hereunder, including in connection with any dispute involving the Company and its subsidiaries on the one hand and Parent and Purchaser on the other hand. The Company shall will ensure that all materials material filed with the Court in connection with the Arrangement are is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Legal In addition, the Company will not object to legal counsel to the Purchaser shall be entitled to make making such submissions on the hearing of the motion application for the Interim Order and the application for the Final Order as such counsel considers appropriate; , acting reasonably, provided that the Purchaser’s legal counsel Purchaser advises the Company’s legal counsel Company of the nature of any such submissions with reasonably sufficient time prior to the hearing and agrees with them, acting reasonably, and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company shall also oppose any proposal from any Person that the Final Order contains any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, the Company shall do so after notice to, and in reasonable consultation and reasonable cooperation with, the Purchaser.

Court Proceedings. Subject to the terms of this Agreement, the Company shall diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order, and the Purchaser shall provide the Company, on a timely basis, any information reasonably required to be supplied by the Purchaser in connection therewith. The Company shall will provide the Purchaser’s Parent and its legal counsel with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, Arrangement prior to the service and will filing of such materials and shall give reasonable consideration to all such comments. Subject to applicable Law, the Company shall not file any material with the Court in connection with the Arrangement or serve any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated by this Section 1.6 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require the Purchaser to agree or consent to any change in or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on it in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by it indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Legal counsel Subject to applicable Laws, the Company will not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.2 or with Parent’s prior written consent, such consent not to be unreasonably withheld, delayed or conditioned, provided, however, that nothing herein shall require Parent to agree or consent to any increase in the consideration offered or change to the Purchaser shall be entitled form of the consideration offered to make Company Shareholders under the terms of the Plan of Arrangement or any modification or amendment to such filed or served materials that expands or increases the obligations of Holdings, Parent and any of their respective Subsidiaries set forth in any such filed or served materials or under this Agreement, the Merger or the Arrangement. In addition, the Company will not object to Parent or its legal counsel making such submissions on the hearing of the motion application for the Interim Order and the application for the Final Order as such Parent or its legal counsel considers reasonably appropriate; provided that the Purchaser’s legal counsel advises the Company’s legal counsel of the nature of any submissions with reasonably sufficient time prior to the hearing and agrees with them, acting reasonably, and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company shall will also provide Parent and its legal counsel, on a timely basis, with copies of any notice of appearance and evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether or not in writing, received by the Company or its legal counsel indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company will also oppose any proposal from any Person that the Final Order contains contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, the Company shall do so after notice to, and in reasonable consultation and reasonable cooperation with, the Purchaser.

Court Proceedings. Subject to the terms of this Agreement, the Company Purchaser shall diligently pursue, and cooperate with and assist the Purchaser Company in diligently pursuing, seeking the Interim Order and the Final Order, and the Purchaser shall provide including by providing to the Company, on a timely basis, any information reasonably required to be supplied by the Purchaser or Acquireco in connection therewith. The Company shall provide the Purchaser’s legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments. Subject to applicable LawLaws, the Company shall not file any material with the Court in connection with the Arrangement or serve any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated by this Section 1.6 2.8 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require the Purchaser to agree or consent to any change increase in or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on it the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by it the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Legal counsel In addition, the Company shall not object to the Purchaser shall be entitled to make Purchaser’s legal counsel making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; , provided that the Purchaser’s legal counsel Purchaser advises the Company’s legal counsel Company of the nature of any such submissions with reasonably sufficient time prior to the hearing and agrees with them, acting reasonably, and such submissions are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. The Company shall also oppose any proposal from any Person party that the Final Order contains contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, the Company it shall do so after notice to, and in reasonable consultation and reasonable cooperation with, the Purchaser.

Court Proceedings. Subject to the terms of this Agreement, Parent and AcquisitionCo will cooperate with and assist the Company shall diligently pursue, and cooperate with the Purchaser in diligently pursuing, seeking the Interim Order and the Final Order, and the Purchaser shall provide including by providing to the Company, on a timely basis, any information reasonably required to be supplied by the Purchaser Parent or AcquisitionCo in connection therewith. The Company shall will provide the Purchaser’s legal outside counsel to Parent and AcquisitionCo, as specified in Section 8.2(a), with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments. Subject to applicable Law, the Company shall will not file any material with the Court in connection with the Arrangement or serve any such material, and shall will not agree to modify or amend materials so filed or served, except as contemplated by this Section 1.6 2.9 or with the Purchaser’s prior written consentconsent of Parent and AcquisitionCo, such consent not to be unreasonably withheld, conditioned or delayed; provided thatthat nothing in this Agreement shall limit the Company’s ability to take any and all steps, nothing herein shall require including the Purchaser filing of all manner of documents with any Governmental Entity, to agree or consent to any change in or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or enforce its rights under this Agreement or Agreement, including in connection with any dispute involving the ArrangementCompany and its Subsidiaries on the one hand and Parent and AcquisitionCo on the other hand. The Company shall also provide to the Purchaser’s legal outside counsel to Parent and AcquisitionCo, as specified in Section 8.2(a) and on a timely basis, copies of any notice of appearance, evidence appearance or other Court documents served on it the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by it the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Legal With the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), legal counsel to the Purchaser shall be entitled to Parent and AcquisitionCo may make such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; , provided that the Purchaser’s legal counsel advises the Company’s legal counsel of the nature of any submissions with reasonably sufficient time prior to the hearing and agrees with them, acting reasonably, and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company shall will also oppose any proposal from any Person party that the Final Order contains contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall, subject to the Company shall terms of the Final Order or by Law, do so after notice to, and in reasonable consultation and reasonable cooperation with, the PurchaserParent.

Court Proceedings. Subject to the terms of this Agreement, the Company Purchaser shall diligently pursue, and cooperate with and assist the Purchaser Company in diligently pursuing, seeking the Interim Order and the Final Order, and the Purchaser shall provide including by providing to the Company, on a timely basis, any information reasonably required to be supplied by the Purchaser or Acquireco in connection therewith. The Company shall provide the Purchaser’s legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments. Subject to applicable Law, the Company shall not file any material with the Court in connection with the Arrangement or serve any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated by this Section 1.6 2.7 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require the Purchaser to agree or consent to any change increase in or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on it the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by it the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Legal counsel In addition, the Company shall not object to the Purchaser shall be entitled to make Purchaser’s legal counsel making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; , provided that the Purchaser’s legal counsel advises the Company’s legal counsel Company is advised of the nature of any submissions with reasonably sufficient time prior to the hearing and agrees with them, acting reasonably, and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company shall also oppose any proposal from any Person party that the Final Order contains contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, the Company it shall do so after notice to, and in reasonable consultation and reasonable cooperation with, the Purchaser.

Court Proceedings. ‌ Subject to the terms of this Agreement, the Company Purchaser shall diligently pursue, and cooperate with and assist the Purchaser Company in diligently pursuing, seeking the Interim Order and the Final Order, and the Purchaser shall provide including by providing to the Company, on a timely basis, any information reasonably required to be supplied by the Purchaser or Acquireco in connection therewith. The Company shall provide the Purchaser’s legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments. Subject to applicable Law, the Company shall not file any material with the Court in connection with the Arrangement or serve any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated by this Section 1.6 2.6 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require the Purchaser to agree or consent to any change increase in or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on it the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by it the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Legal counsel In addition, the Company shall not object to the Purchaser shall be entitled to make Purchaser’s legal counsel making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; , provided that the Purchaser’s legal counsel advises the Company’s legal counsel Company is advised of the nature of any submissions with reasonably sufficient time prior to the hearing and agrees with them, acting reasonably, and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company shall also oppose any proposal from any Person party that the Final Order contains contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, the Company it shall do so after notice to, and in reasonable consultation and reasonable cooperation with, the Purchaser.

Court Proceedings. Subject to the terms of this Agreement, the The Company shall diligently pursue, and cooperate with will provide the Purchaser in diligently pursuing, the Interim Order and the Final Order, and the Purchaser shall provide the Company, on a timely basis, any information reasonably required to be supplied by the Purchaser in connection therewith. The Company shall provide the Purchaser’s legal its counsel with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, Arrangement prior to the service and filing of such materials and will give reasonable consideration to all such comments. Subject to applicable Law, the Company shall not file any material with the Court in connection with the Arrangement or serve any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated by this Section 1.6 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require the Purchaser to agree or consent to any change in or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on it in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by it indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Legal Subject to applicable Law, the Company will not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.6 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided, however, that nothing herein shall require the Purchaser to agree or consent to any increase or change in the consideration payable under the terms of the Plan of Arrangement or any modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations set forth in any such filed or served materials or under this Agreement or the Arrangement. In addition, the Company will not object to legal counsel to the Purchaser shall be entitled to make such making reasonable submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; , provided that the Purchaser’s Company or its legal counsel advises the Company’s legal counsel is advised of the nature of any submissions with reasonably sufficient time prior to the hearing and agrees with them, acting reasonably, and such submissions are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. The Company shall will also oppose provide the Purchaser on a timely basis with copies of any proposal from any Person that notice of appearance and evidence or other documents served on the Final Order contains any provision inconsistent with this Agreement, and, if at any time after the issuance Company or its legal counsel in respect of the Final application for the Interim Order and prior to the Effective Date, the Company is required by the terms of or the Final Order or any appeal therefrom and of any notice, whether or not in writing, received by Law the Company or its legal counsel indicating any intention to return oppose the granting of the Interim Order or the Final Order or to Court with respect to appeal the Interim Order or the Final Order. In the event that any materials are filed opposing the grant of the Final Order, the Company shall do so after notice towill, and in reasonable consultation and reasonable cooperation with, at the request of the Purchaser, adjourn the hearing of the Final Order in accordance with the provisions of the Interim Order or, if no such provision is made in the Interim Order or the parties otherwise agree, as determined by the parties and the Court.

Court Proceedings. Subject to the terms of this Agreement, the Company shall will diligently pursue, pursue the Interim Order and the Final Order and the Acquiror and Acquiror Parent will cooperate with and assist the Purchaser Company in diligently pursuing, seeking the Interim Order and the Final Order, and including by providing the Purchaser shall provide the Company, Company on a timely basis, basis any information reasonably required to be supplied by the Purchaser Acquiror or Acquiror Parent in connection therewith. The Company shall will provide the Purchaser’s Acquiror's legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments. The Company will ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement. The Company will also provide the Acquiror's legal counsel on a timely basis with copies of any notice of appearance or notice of intent to oppose and any evidence served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom. Subject to applicable Law, the Company shall will not file any material with the Court in connection with the Arrangement or serve any such material, and shall will not agree to modify or amend materials so filed or served, except as contemplated by this Section 1.6 hereby or with the Purchaser’s Acquiror's prior written consent, such consent not to be unreasonably withheld, conditioned withheld or delayed; provided that, that nothing herein shall require the Purchaser Acquiror to agree or consent to any change in or variation increase in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, Acquiror's obligations or diminishes or limits diminish the Purchaser’s rights, Acquiror's rights set forth in any such filed or served materials or under this Agreement or the Arrangementin such materials. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on it in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by it indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Legal counsel to the Purchaser shall be entitled to make such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided that the Purchaser’s legal counsel advises the Company’s legal counsel of the nature of any submissions with reasonably sufficient time prior to the hearing and agrees with them, acting reasonably, and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company shall also will oppose any proposal from any Person that the Final Order contains contain any provision inconsistent with this Agreement, and, and if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, the Company shall Order do so only after notice to, and in reasonable consultation and reasonable cooperation with, the PurchaserAcquiror.

Court Proceedings. Subject to the terms of this Agreement, the The Company shall diligently pursue, and cooperate with will provide the Purchaser in diligently pursuing, the Interim Order and the Final Order, and the Purchaser shall provide the Company, on a timely basis, any information reasonably required to be supplied by the Purchaser in connection therewith. The Company shall provide the Purchaser’s legal its counsel with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, Arrangement prior to the service and filing of such materials and will give reasonable consideration to all such comments. Subject to applicable Law, the Company shall not file any material with the Court in connection with the Arrangement or serve any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated by this Section 1.6 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require the Purchaser to agree or consent to any change in or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on it in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by it indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Legal Subject to applicable Law, the Company will not file any material with the Court in connection with the Arrangement or serve any such material, and will not and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.7 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided, however, that nothing herein shall require the Purchaser to agree or consent to any increase or change in the consideration payable under the terms of the Plan of Arrangement or any modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations set forth in any such filed or served materials or under this Agreement or the Arrangement. In addition, the Company will not object to legal counsel to the Purchaser shall be entitled to make making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; , provided that the Purchaser’s Company or its legal counsel advises the Company’s legal counsel is advised of the nature of any submissions with reasonably sufficient time prior to the hearing and agrees with them, acting reasonably, and such submissions are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. The Company shall will also oppose provide the Purchaser on a timely basis with copies of any proposal from any Person that notice of appearance and evidence or other documents served on the Final Order contains any provision inconsistent with this Agreement, and, if at any time after the issuance Company or its legal counsel in respect of the Final application for the Interim Order and prior to the Effective Date, the Company is required by the terms of or the Final Order or any appeal therefrom and of any notice, whether or not in writing, received by Law the Company or its legal counsel indicating any intention to return oppose the granting of the Interim Order or the Final Order or to Court with respect to appeal the Interim Order or the Final Order, the Company shall do so after notice to, and in reasonable consultation and reasonable cooperation with, the Purchaser.

Court Proceedings. Subject to the terms of this Agreement, Xxxxxx will cooperate with and assist the Company shall diligently pursue, and cooperate with the Purchaser in diligently pursuing, seeking the Interim Order and the Final Order, and including by providing the Purchaser shall provide the Company, Company on a timely basis, basis any information reasonably required to be supplied by the Purchaser Hudbay in connection therewith. The Company shall will provide the Purchaser’s Hudbay and its legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Hudbay for inclusion in such material, prior to the service and filing of that material, and will give reasonable consideration to all such comments. Subject to applicable Law, the Company shall will not file any material with the Court in connection with the Arrangement or serve any such material, and shall will not agree to modify or amend materials so filed or served, except as contemplated by this Section 1.6 2.7 or with the Purchaser’s Xxxxxx's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, that nothing herein shall require the Purchaser Hudbay to agree or consent to any change increase in or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, Hudbay's obligations set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal Xxxxxx's outside counsel on a timely basis, basis copies of any notice of appearance, evidence appearance or other Court documents served on it the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by it the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Legal In addition, the Company will not object to Xxxxxx's legal counsel to the Purchaser shall be entitled to make making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; , provided that the Purchaser’s legal counsel advises the Company’s legal counsel Company is advised of the nature of any submissions with reasonably sufficient time prior to the hearing and agrees with them, acting reasonably, and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company shall will also oppose any proposal from any Person party that the Final Order contains contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, the Company it shall do so after notice to, and in reasonable consultation and reasonable cooperation with, the PurchaserHudbay.

Court Proceedings. Subject to the terms of this Agreement, the Company shall will diligently pursue, and the Purchaser will cooperate with and reasonably assist the Purchaser Company in diligently pursuingseeking, the Interim Order and the Final Order, and the Purchaser shall provide the Company, on a timely basis, any information reasonably required to be supplied by the Purchaser in connection therewith. The Company shall will provide the Purchaser’s legal counsel to the Purchaser with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments. The Company will also provide legal counsel to the Purchaser on a timely basis with copies of any notice of appearance or notice of intent to oppose or any evidence served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom. Subject to applicable Law, the Company shall will not file any material with the Court in connection with the Arrangement or serve any such material, and shall will not agree to modify or amend materials so filed or served, except as contemplated by this Section 1.6 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, that nothing herein shall require the Purchaser to agree or consent to any change increase in or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, obligations set forth in any such filed or served materials or under this Agreement or Agreement. In addition, the Arrangement. The Company shall also provide will not object to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on it in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by it indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Legal counsel to the Purchaser shall be entitled to make making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided provided, that the Purchaser’s legal counsel advises the Company’s legal counsel Company is advised of the nature of any submissions with reasonably sufficient time prior to the such hearing and agrees with them, acting reasonably, and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company shall will also oppose any appearance, proposal or motion from any Person that third party on the hearing of the motion for the Interim Order and the application for the Final Order contains any provision which is inconsistent with this Agreement, and, if Agreement or the Plan of Arrangement. If at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to the Court with respect to the Final Order, the Company it shall do so after notice to, and in reasonable consultation and reasonable cooperation with, the Purchaser.

Court Proceedings. Subject to the terms of this Agreement, Purchaser shall cooperate with and assist the Company shall diligently pursue, and cooperate with the Purchaser in diligently pursuing, seeking the Interim Order and the Final Order, and the Purchaser shall provide including by providing to the Company, on a timely basis, any information reasonably required to be supplied by the Purchaser in connection therewith. The Company shall provide the Purchaser and Purchaser’s legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the ArrangementArrangement (including by providing, on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by the Purchaser for inclusion in such material), and will give reasonable consideration to all such commentscomments and will accept the reasonable comments of the Purchaser and its legal counsel with respect to any such materials. Subject to applicable Law, the Company shall not file any material with the Court in connection with the Arrangement or serve any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated by this Section 1.6 2.8 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require the Purchaser to agree or consent to any change increase in or variation in the form of Consideration consideration payable to the Company Shareholders, the Company Warrant Holder or the holders of the Company Options, Company RSUs or Company PSUs pursuant to the plan of Arrangement or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the Purchaser and Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on it the Company in respect of the application motion for the Interim Order or application for the Final Order (or any appeal therefrom and of appeals therefrom), as well as any notice, whether written or oral, received by it the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Legal In addition, the Company shall not object to Purchaser or Purchaser’s legal counsel to the Purchaser shall be entitled to make making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided that the Purchaser’s legal counsel advises the Company’s legal counsel Company is advised as promptly as practicable of the nature of any submissions with reasonably sufficient time prior to the hearing and agrees with them, acting reasonably, and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company shall also oppose any proposal from any Person party that the Final Order contains contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, the Company it shall do so after notice to, and in reasonable consultation and reasonable cooperation with, the Purchaser.

Court Proceedings. Subject to the terms of this Agreement, Parent will cooperate with and assist the Company shall diligently pursue, and cooperate with the Purchaser in diligently pursuing, seeking the Interim Order and the Final Order, and the Purchaser shall provide including by providing to the Company, on a timely basis, any information reasonably required to be supplied by the Purchaser Parent in connection therewith. The Company shall will provide the Purchaser’s legal counsel Parent's outside counsel, as specified in Section 8.1(a), with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments. Subject to applicable Law, the Company shall will not file any material with the Court in connection with the Arrangement or serve any such material, and shall will not agree to modify or amend materials so filed or served, except as contemplated by this Section 1.6 2.9 or with the Purchaser’s Parent's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided thatthat nothing in this Agreement shall limit the Company's ability to take any and all steps, nothing herein shall require including the Purchaser filing of all manner of documents with any Governmental Entity, to agree or consent to any change in or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or enforce its rights under this Agreement or Agreement, including in connection with any dispute involving the ArrangementCompany and its Subsidiaries on the one hand and Parent on the other hand. The Company shall also provide to the Purchaser’s legal counsel Parent's outside counsel, as specified in Section 8.1(a) and on a timely basis, copies of any notice of appearance, evidence appearance or other Court documents served on it the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by it the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Legal With the Company's prior consent (such consent not to be unreasonably withheld or delayed), legal counsel to the Purchaser shall be entitled to Parent may make such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; , provided that the Purchaser’s legal counsel advises the Company’s legal counsel of the nature of any submissions with reasonably sufficient time prior to the hearing and agrees with them, acting reasonably, and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company shall will also oppose any proposal from any Person party that the Final Order contains contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, the Company it shall do so after notice to, and in reasonable consultation and reasonable cooperation with, the PurchaserParent.

Court Proceedings. Subject to the terms of this Agreement, the Company shall diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order, and the Purchaser shall provide the Company, on a timely basis, any information reasonably required to be supplied by the Purchaser in connection therewith. The Company shall will provide the Purchaser’s legal counsel to U.S. Merger Partner with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, Arrangement prior to the service and filing of such materials and will give reasonable consideration to include in such materials all such comments. Subject to applicable Law, the Company shall not file any material with the Court in connection with the Arrangement comments reasonably and promptly proposed by U.S. Merger Partner or serve any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated by this Section 1.6 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require the Purchaser to agree or consent to any change in or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangementits legal counsel. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on it in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by it indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Legal Subject to applicable Laws, the Company will not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.1 or with U.S. Merger Partner’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided, however, that nothing in this Agreement shall require U.S. Merger Partner to agree or consent to any increase in the consideration payable under the terms of the Plan of Arrangement or any modification or amendment to such filed or served materials that expands or increases the obligations of U.S. Merger Partner and its Subsidiaries set forth in any such filed or served materials or under this Agreement, the Merger or the Arrangement. In addition, the Company will not object to legal counsel to the Purchaser shall be entitled to make U.S. Merger Partner making such submissions on the hearing of the motion application for the Interim Order and the application for the Final Order as such counsel considers appropriate; , acting reasonably, provided that the Purchaser’s Company or its legal counsel advises the Company’s legal counsel is advised of the nature of any submissions with reasonably sufficient time prior to the hearing and agrees with them, acting reasonably, and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company shall will also provide legal counsel to U.S. Merger Partner on a timely basis with copies of any notice of appearance and evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether or not in writing, received by the Company or its legal counsel indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company will also oppose any proposal from any Person party that the Final Order contains contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, the Company shall do so after notice to, and in reasonable consultation and reasonable cooperation with, the Purchaser.

Court Proceedings. Subject to the terms of this Agreement, Parent will cooperate with and assist the Company shall diligently pursue, and cooperate with the Purchaser in diligently pursuing, seeking the Interim Order and the Final Order, and the Purchaser shall provide including by providing to the Company, on a timely basis, any information reasonably required to be supplied by the Purchaser Parent in connection therewith. The Company shall will provide the Purchaser’s legal counsel Parent's outside counsel, as specified in Section 8.1(a), with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments. Subject to applicable Law, the Company shall will not file any material with the Court in connection with the Arrangement or serve any such material, and shall will not agree to modify or amend materials so filed or served, except as contemplated by this Section 1.6 2.9 or with the Purchaser’s Parent's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided thatthat nothing in this Agreement shall limit the Company's ability to take any and all steps, nothing herein shall require including the Purchaser filing of all manner of documents with any Governmental Entity, to agree or consent to any change in or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or enforce its rights under this Agreement or Agreement, including in connection with any dispute involving the ArrangementCompany and its Subsidiaries on the one hand and Parent on the other hand. The Company shall also provide to the Purchaser’s legal counsel Parent's outside counsel, as specified in Section 8.1(a) and on a timely basis, copies of any notice of appearance, evidence appearance or other Court documents served on it the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by it the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Legal With the Company's prior consent (such consent not to be unreasonably withheld, conditioned or delayed), legal counsel to the Purchaser shall be entitled to Parent may make such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; , provided that the Purchaser’s legal counsel advises the Company’s legal counsel of the nature of any submissions with reasonably sufficient time prior to the hearing and agrees with them, acting reasonably, and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company shall will also oppose any proposal from any Person party that the Final Order contains contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, the Company it shall do so after notice to, and in reasonable consultation and reasonable cooperation with, the PurchaserParent.

Court Proceedings. Subject to the terms of this Agreement, Purchaser and Parent shall cooperate with and assist the Company shall diligently pursue, and cooperate with the Purchaser in diligently pursuing, seeking the Interim Order and the Final Order, and the Purchaser shall provide including by providing to the Company, on a timely basis, any information reasonably required to be supplied by the Purchaser or Parent in connection therewith. The Company shall provide the Purchaser’s both Purchaser and Parent and their legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the ArrangementArrangement (including by providing, on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by Purchaser or Parent for inclusion in such material), and will give reasonable consideration to all such commentscomments and will accept the reasonable comments of Purchaser and Parent and their legal counsel with respect to any such materials. Subject to applicable Law, the The Company shall not file any material with the Court in connection with the Arrangement or serve any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated by this Section 1.6 2.8 or with the both Purchaser’s and Parent’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require the Purchaser or Parent to agree or consent to any change increase in or variation in the form of Consideration consideration payable to the Company Shareholders or the holders, if any, of Company DSUs, Company Options, Company PSUs, Company RSUs or Company SARs pursuant to the plan of Arrangement or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any modification or amendment to such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the Purchaser’s Purchaser and Parent and their legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on it the Company in respect of the application motion for the Interim Order or application for the Final Order (or any appeal therefrom and of appeals therefrom), as well as any notice, whether written or oral, received by it the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Legal In addition, the Company shall not object to Purchaser or Purchaser’s legal counsel to the Purchaser shall be entitled to make making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided that the Purchaser’s legal counsel advises the Company’s legal counsel Company is advised as promptly as practicable of the nature of any submissions with reasonably sufficient time prior to the hearing and agrees with them, acting reasonably, and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company shall also oppose any proposal from any Person party that the Final Order contains contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, the Company it shall do so after notice to, and in reasonable consultation and reasonable cooperation with, the Purchaser.

Court Proceedings. Subject to the terms of this Agreement, the Company shall diligently pursue, and Parties will cooperate with the Purchaser in diligently pursuing, seeking the Interim Order and the Final Order, and including the Purchaser shall provide providing the Company, Company on a timely basis, basis any information reasonably required to be supplied by the Purchaser Company in connection therewith. The Company shall will provide the Purchaser’s Purchaser and its legal counsel with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, Arrangement prior to the service and will filing of such materials and shall give reasonable consideration to all such comments. Subject to applicable Law, the Company shall not file any material with the Court in connection with the Arrangement or serve any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated by this Section 1.6 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require the Purchaser to agree or consent to any change in or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on it in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by it indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Legal Subject to applicable Law, the Company will not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.7 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided, however, that nothing herein shall require the Purchaser to agree or consent to any increase or change in the Consideration payable under the terms of the Plan of Arrangement or any modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations set forth in any such filed or served materials or under this Agreement or the Arrangement. In addition, the Company will not object to legal counsel to the Purchaser shall be entitled to make making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; , provided that the Purchaser’s Company or its legal counsel advises the Company’s legal counsel is advised of the nature of any submissions with reasonably sufficient time prior to the hearing and agrees with them, acting reasonably, and such submissions are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. The Company shall will also oppose provide the Purchaser on a timely basis with copies of any proposal from any Person that notice of appearance and evidence or other documents served on the Final Order contains any provision inconsistent with this Agreement, and, if at any time after the issuance Company or its legal counsel in respect of the Final application for the Interim Order and prior to the Effective Date, the Company is required by the terms of or the Final Order or any appeal therefrom and of any notice, whether or not in writing, received by Law the Company or its legal counsel indicating any intention to return oppose the granting of the Interim Order or the Final Order or to Court with respect to appeal the Interim Order or the Final Order, the Company shall do so after notice to, and in reasonable consultation and reasonable cooperation with, the Purchaser.

Court Proceedings. Subject to the terms of this Agreement, the The Company shall diligently pursue, and cooperate with will provide the Purchaser in diligently pursuing, the Interim Order and the Final Order, and the Purchaser shall provide the Company, on a timely basis, any information reasonably required to be supplied by the Purchaser in connection therewith. The Company shall provide the Purchaser’s legal its counsel with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, Arrangement prior to the service and filing of such materials and will give reasonable consideration to all such comments. Subject to applicable Law, the Company shall not file any material with the Court in connection with the Arrangement or serve any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated by this Section 1.6 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require the Purchaser to agree or consent to any change in or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on it in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by it indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Legal Subject to applicable Law, the Company will not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.8 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that nothing herein shall require the Purchaser to agree or consent to any increase or change in the consideration payable under the terms of the Plan of Arrangement or any modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations set forth in any such filed or served materials or under this Agreement or the Arrangement. In addition, the Company will not object to legal counsel to the Purchaser shall be entitled to make making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided that that, the Purchaser’s Company or its legal counsel advises the Company’s legal counsel is advised of the nature of any submissions with reasonably sufficient time prior to the hearing and agrees with them, acting reasonably, and such submissions are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. The Company shall will also oppose provide the Purchaser on a timely basis with copies of any proposal from any Person that notice of appearance and evidence or other documents served on the Final Order contains any provision inconsistent with this Agreement, and, if at any time after the issuance Company or its legal counsel in respect of the Final application for the Interim Order and prior to the Effective Date, the Company is required by the terms of or the Final Order or any appeal therefrom and of any notice, whether or not in writing, received by Law the Company or its legal counsel indicating any intention to return oppose the granting of the Interim Order or the Final Order or to Court with respect to appeal the Interim Order or the Final Order, the Company shall do so after notice to, and in reasonable consultation and reasonable cooperation with, the Purchaser.

Court Proceedings. Subject to the terms of this Agreement, the Company shall diligently pursue, and First Majestic will cooperate with the Purchaser and assist Orko in diligently pursuing, seeking the Interim Order and the Final Order, and the Purchaser shall provide the Company, including by providing Orko on a timely basis, basis any information reasonably required to be supplied by the Purchaser First Majestic in connection therewith. The Company shall Orko will provide the Purchaser’s legal counsel to First Majestic with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments. Subject to applicable Law, the Company shall Orko will not file any material with the Court in connection with the Arrangement or serve any such material, and shall will not agree to modify or amend materials so filed or served, except as contemplated by this Section 1.6 2.6 or with the PurchaserFirst Majestic’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided thatprovided, however, that nothing herein shall require the Purchaser First Majestic to agree or consent to any change increase in or variation in the form of Consideration consideration or other modification or amendment to such filed or served materials that expands or increases the PurchaserFirst Majestic’s obligations, or diminishes or limits the Purchaser’s rights, obligations set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company Orko shall also provide to the PurchaserFirst Majestic’s legal counsel on a timely basis, basis copies of any notice of appearance, evidence appearance or other Court documents served on it Orko in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by it Orko indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall Orko will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Legal In addition, Orko will not object to legal counsel to the Purchaser shall be entitled to make First Majestic making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided provided, however, that the Purchaser’s legal counsel advises the Company’s legal counsel Orko is advised of the nature of any submissions with reasonably sufficient time prior to the hearing and agrees with them, acting reasonably, and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company shall Orko will also oppose any proposal from any Person party that the Final Order contains contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company Orko is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, the Company it shall do so after notice to, and in reasonable consultation and reasonable cooperation with, the PurchaserFirst Majestic.