Common use of Court Proceedings Clause in Contracts

Court Proceedings. The Company will provide the Purchaser Parties 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 Arrangement, including by providing on a timely basis a description of any information required to be supplied by the Purchaser Parties for inclusion in such material, prior to the service and filing of that material, and will accept the reasonable comments of the Purchaser Parties and their legal counsel. In addition, the Company will not object to legal counsel to the Purchaser Parties 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 Company is advised of the nature of any submissions on a timely basis prior to the hearing. The Company will also provide legal counsel to the Purchaser Parties on a timely basis with copies of any notice of appearance and evidence served on the Company or their legal counsel in respect of the application for the Final Order or any appeal therefrom. Except as required by 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 the Purchaser Parties’ prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein will require the Purchaser Parties to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser Parties’ obligations set forth in any such filed or served materials.

Court Proceedings. The Company Subject to the terms of this Agreement, Alamos and Subco will cooperate with, assist and consent to Xxxxxxxxx seeking the Interim Order and the Final Order, including by providing Xxxxxxxxx on a timely basis any information required to be supplied by Alamos in connection therewith. Xxxxxxxxx will provide the Purchaser Parties and their legal counsel Alamos 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 and will give reasonable consideration to all such comments provided that all information required relating solely to be supplied by the Purchaser Parties for inclusion Alamos in such materialmaterial shall be in form and substance satisfactory to Alamos, prior to the service and filing of that material, and will accept the reasonable comments of the Purchaser Parties and their legal counselacting reasonably. In addition, the Company will not object to legal counsel to the Purchaser Parties 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 Company is advised of the nature of any submissions on a timely basis prior to the hearing. The Company Xxxxxxxxx will also provide legal counsel to the Purchaser Parties Alamos Counsel on a timely basis with copies of any appearance, response or other responsive material or notice of appearance intent to oppose and any evidence served on the Company Xxxxxxxxx or their legal counsel Xxxxxxxxx Counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom. Except as required by Subject to applicable LawsLaw, the Company Xxxxxxxxx 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 the Purchaser Parties’ Alamos’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided that nothing herein will shall require the Purchaser Parties Alamos to agree or consent to any increased purchase price or other increase in consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser Parties’ Alamos or Subco’s obligations set forth in any such filed or served materialsmaterials or under this Agreement.

Court Proceedings. The In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order and the Company will provide the Purchaser Parties and their 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 the Purchaser Parties for inclusion in such material, prior to the service and filing of that material, and will accept the reasonable comments of the Purchaser Parties and their its legal counselcounsel with respect to any such information required to be supplied by the Purchaser and included in such material and any other matters contained therein. 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 Parties 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 Company is advised of the nature of any submissions on a timely basis prior to the hearingacting reasonably. The Company will also provide legal counsel to the Purchaser Parties on a timely basis with copies of any notice of appearance and evidence served on the Company or their its legal counsel in respect of the application for the Final Order or any 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 Final Order. Except as required by applicable Subject to Laws, the Company will not file any material with 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 Purchaser Parties’ Purchaser’s prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein will shall require the Purchaser Parties to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser Parties’ obligations Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materialsmaterials or under this Agreement.

Court Proceedings. Subject to the terms of this Agreement, the Buyer shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information reasonably required to be supplied by the Buyer in connection therewith. The Company will shall provide the Purchaser Parties and their legal counsel to the Buyer 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 required Arrangement and shall give reasonable consideration to be supplied by the Purchaser Parties for inclusion in all such material, prior comments. Subject to the service and filing of that material, and will accept the reasonable comments of the Purchaser Parties and their legal counsel. In addition, the Company will not object to legal counsel to the Purchaser Parties 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 Company is advised of the nature of any submissions on a timely basis prior to the hearing. The Company will also provide legal counsel to the Purchaser Parties on a timely basis with copies of any notice of appearance and evidence served on the Company or their legal counsel in respect of the application for the Final Order or any appeal therefrom. Except as required by applicable LawsLaw, 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 by this Section 2.04 or with the Purchaser Parties’ Buyer’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided that that, nothing herein will shall require the Purchaser Parties Buyer to agree or consent to any increased purchase price or other consideration increase in the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser Parties’ Buyer’s obligations set forth in any such filed or served materialsmaterials or under this Agreement or the Arrangement. The Company shall also provide to the Buyer’s legal counsel on a timely basis copies of any notice of appearance or other Court documents served on 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 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. In addition, the Company will not object to legal counsel to the Buyer 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 Company is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.

Court Proceedings. Subject to the terms of this Agreement, the Buyer shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information reasonably required to be supplied by the Buyer in connection therewith. The Company will shall provide the Purchaser Parties and their legal counsel to the Buyer 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 required Arrangement and shall give reasonable consideration to be supplied by the Purchaser Parties for inclusion in all such material, prior comments. Subject to the service and filing of that material, and will accept the reasonable comments of the Purchaser Parties and their legal counsel. In addition, the Company will not object to legal counsel to the Purchaser Parties 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 Company is advised of the nature of any submissions on a timely basis prior to the hearing. The Company will also provide legal counsel to the Purchaser Parties on a timely basis with copies of any notice of appearance and evidence served on the Company or their legal counsel in respect of the application for the Final Order or any appeal therefrom. Except as required by applicable LawsLaw, 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 by this Section 2.04 or with the Purchaser Parties’ Buyer’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided that that, nothing herein will shall require the Purchaser Parties Buyer to agree or consent to any increased purchase price increase or other consideration variation in the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser Parties’ Buyer’s obligations set forth in any such filed or served materialsmaterials or under this Agreement or the Arrangement. The Company shall also provide to the Buyer’s legal counsel on a timely basis copies of any notice of appearance or other Court documents served on 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 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. In addition, the Company will not object to legal counsel to the Buyer 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 Company is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.

Court Proceedings. The Company Comamtech will provide the Purchaser Parties Corporation and their 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 the Purchaser Parties Corporation for inclusion in such material, prior to the service and filing of that material, and will accept the reasonable comments of the Purchaser Parties Corporation and their its legal counselcounsel with respect to such material. Comamtech 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 Comamtech will not object to legal counsel to the Purchaser Parties Corporation 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 Company Comamtech is advised of the nature of any submissions on a timely basis prior to the hearinghearing and such submissions are consistent with this Agreement, the agreements that it contemplates and the Plan of Arrangement. The Company Comamtech will also provide legal counsel to the Purchaser Parties Corporation on a timely basis with copies of any notice of appearance and evidence served on the Company Comamtech or their its legal counsel in respect of the application for the Final Order or any appeal therefrom. Except as required by Subject to applicable Laws, the Company Comamtech 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 the Purchaser Parties’ Corporation’s prior written consent, such consent not to be unreasonably withheld or delayed; provided provided, however, that nothing herein will shall require the Purchaser Parties Comamtech to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser Parties’ Comamtech’s obligations set forth in any such filed or served materialsmaterials or under this Agreement.

Court Proceedings. The Company In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Corporation shall diligently pursue, and cooperate with the Purchasers in diligently pursuing, the Interim Order and the Final Order, and the Corporation will provide the each Purchaser Parties and their its respective 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, including by providing on a timely basis a description of any information required to be supplied by the Purchaser Parties for inclusion in such material, prior to the service and filing of that materialsuch materials, and will accept the reasonable comments of the Purchaser Parties Purchasers and their respective legal counselcounsel with respect to any information required to be supplied by the Purchasers and included in such materials. The Corporation 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 Corporation will not object to legal counsel to the either Purchaser Parties 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 Company is advised relevant Purchaser advises the Corporation of the nature of any such submissions on a timely basis prior to the hearinghearing and such submissions are consistent with this Agreement and the Plan of Arrangement. The Company Corporation will also provide legal counsel to the each Purchaser Parties on a timely basis with copies of any notice of appearance and evidence served on the Company Corporation or their its legal counsel in respect of the application for the Interim Order and Final Order or any appeal therefrom. Except as required by applicable Laws, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Company Interim Order or Final Order. The Corporation will not file any material materials with the Court in connection with the Arrangement or serve any such materialmaterials, and will not or agree to modify or amend any materials so filed or served, except as contemplated hereby by this Agreement or with the Purchaser PartiesPurchasers’ prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided . The Corporation will oppose any proposal from any party that nothing herein will require the Purchaser Parties Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to agree or consent return to any increased purchase price or other consideration or other modification or amendment Court with respect to such filed or served materials that expands or increases the Purchaser Parties’ obligations set forth Final Order, do so only after notice to, and in any such filed or served materialsconsultation and cooperation with, the Purchasers.

Court Proceedings. Acquireco and the Company will cooperate in seeking the Interim Order and the Final Order, including by Acquireco providing to the Company on a timely basis any information required to be supplied by Acquireco in connection therewith. The Company will provide the Purchaser Parties and their legal counsel to Acquireco 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 the Purchaser Parties for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of the Purchaser Parties and their legal counsel. In addition, the Company will not object consideration to legal counsel to the Purchaser Parties making all 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 Company is advised of the nature of any submissions on a timely basis prior to the hearingcomments. The Company will also provide legal counsel to the Purchaser Parties Acquireco on a timely basis with copies of any notice of appearance and evidence served on the Company or their its legal counsel in respect of the application for the Final Order or any appeal therefrom. Except as required by 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 the Purchaser Parties’ Acquireco’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided that nothing herein will shall (i) require the Purchaser Parties Acquireco to agree or consent to any increased purchase price or other consideration increase in Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser Parties’ Parent or Acquireco’s obligations set forth in any such filed or served materialsmaterials 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.

Court Proceedings. The Subject to the terms of this Agreement, Company will diligently pursue the Interim Order and the Final Order and Acquiror will cooperate with and assist Company in seeking the Interim Order and the Final Order, including by providing Company on a timely basis any information required to be supplied by Acquiror in connection therewith. Company will provide the Purchaser Parties and their 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, including by providing on a timely basis a description of any information required to be supplied by the Purchaser Parties for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of the Purchaser Parties and their legal counselconsideration to all such comments. In addition, the Company will not object to legal counsel to ensure that all material filed with the Purchaser Parties making such submissions on Court in connection with the hearing of the motion for the Interim Order Arrangement is consistent with this Agreement and the application for the Final Order as such counsel considers appropriate, provided that the Company is advised Plan of the nature of any submissions on a timely basis prior to the hearingArrangement. The Company will also provide Acquiror's legal counsel to the Purchaser Parties 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 their its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom. Except as required by Subject to applicable LawsLaw, 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 the Purchaser Parties’ Acquiror's prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein will shall require the Purchaser Parties Acquiror to agree or consent to any increased purchase price or other consideration increase in the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser Parties’ Acquiror's obligations or diminish Acquiror's rights set forth in this Agreement or in such materials. Company will oppose any such filed proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or served materialsby Law to return to Court with respect to the Final Order do so only after notice to, and in consultation and cooperation with, Acquiror.

Court Proceedings. The In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company will shall: (a) diligently pursue, and cooperate with Parent in diligently pursuing, the Interim Order and the Final Order; (b) provide the Purchaser Parties Parent and their its legal counsel with reasonable opportunity to review and comment upon drafts of all material materials to be filed with with, or submitted to, the Court Court, the CBCA Director or the AMF in connection with the ArrangementArrangement (including drafts of the motion for Interim Order and Final Order, including by providing on a timely basis a description of any information required to be supplied by the Purchaser Parties for inclusion in such materialaffidavits, Interim Order and Final Order), prior to the service and filing of that materialsuch materials, and will accept the give reasonable and due consideration to all such comments of the Purchaser Parties Parent and their its legal counsel. In addition, the Company will not object to legal counsel to the Purchaser Parties 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 Company is advised of the nature of any submissions on all Parent Information shall be in a timely basis prior form and substance satisfactory to the hearing. The Company will also provide legal counsel to the Purchaser Parties on a timely basis with copies of any notice of appearance and evidence served on the Company or their legal counsel in respect of the application for the Final Order or any appeal therefrom. Except as required by applicable Laws, the Company will Parent; (c) not file any material with the Court in connection with the Arrangement or serve any such material, and will not or agree to modify or amend materials any material so filed or served, except as contemplated hereby by this Agreement or with the Purchaser Parties’ Parent’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; , provided that nothing herein will require the Purchaser Parties Parent shall not be required to agree or consent to any increased purchase price increase in or other consideration variation in the form of the Arrangement Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser Parties’ obligations Parent’s obligations, or diminishes or limits Parent’s rights, set forth in any such filed or served materialsmaterials or under this Agreement or the Arrangement and the D&O Support and Voting Agreements; (d) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement and consult with Parent with respect to the defense or settlement of any Company shareholder or derivative proceeding and shall not settle in respect of any such proceeding without Parent’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; (e) 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; (f) not object to legal counsel to Parent 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 Parent advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement; and (g) provide Parent on a timely basis with copies of any notice and 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, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or Final Order. If, at any time after the issuance of the Final Order and prior to the Effective Time, 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, it shall do so only after notice to, and in good faith consultation and cooperation with, Parent.

Court Proceedings. The In connection with all Court Proceedings relating to obtaining the Interim Order and the Final Order, the Company shall diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order and the Company will provide the Purchaser Parties and their 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 the Purchaser Parties for inclusion in such material, prior to the service and filing of that material, and will accept the reasonable comments of the Purchaser Parties and their its legal counselcounsel with respect to any such information required to be supplied by the Purchaser and included in such material and any other matters contained therein. 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 Parties 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 Company is advised of the nature of any submissions on a timely basis prior to the hearingacting reasonably. The Company will also provide legal counsel to the Purchaser Parties on a timely basis with copies of any notice of appearance and evidence served on the Company or their its legal counsel in respect of the application for the Final Order or any 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 Final Order. Except as required by applicable Subject to Laws, the Company will not file any material with with, or make any written submission 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 Purchaser Parties’ Purchaser’s prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein will shall require the Purchaser Parties to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser Parties’ obligations Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materialsmaterials or under this Agreement.

Court Proceedings. The In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order and the Company will provide the Purchaser Parties and their 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 the Purchaser Parties for inclusion in such material, prior to the service and filing of that material, and will accept the reasonable comments of the Purchaser Parties and their its legal counselcounsel with respect to any such information required to be supplied by the Purchaser and included in such material and any other matters contained therein. 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 Parties 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 Company is advised of the nature of any submissions on a timely basis prior to the hearingacting reasonably. The Company will also provide legal counsel to the Purchaser Parties on a timely basis with copies of any notice of appearance and evidence served on the Company or their its legal counsel in respect of the application for the Final Order or any 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 Final Order. Except as required by applicable Subject to Laws, the Company will not file any material with 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 Purchaser Parties’ Purchaser’s prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein will shall require the Purchaser Parties to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser Parties’ obligations Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materialsmaterials or under this Agreement. The Company will oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to, and in consultation and cooperation with, the Purchaser.

Court Proceedings. The (a) In connection with all Court proceedings relating to obtaining the Interim Order or the Final Order, the Company will shall: (i) diligently pursue the Interim Order and the Final Order; (ii) provide the Purchaser Parties and their SPAC’s 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 required to be supplied by the Purchaser Parties for inclusion in such material, prior to the service and filing of that material, and will accept the reasonable comments of the Purchaser Parties SPAC and their its legal counsel. In addition; (iii) provide SPAC copies of any notice of appearance, evidence or other documents served on it or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, 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; (iv) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement; (v) 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 any materials so filed or served, except as contemplated by this Agreement or with SPAC’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that SPAC is not required to agree or consent to any increase or variation in the form of the consideration payable hereunder or other modification or amendment to such filed or served materials that expands or increases its obligations, or diminishes or limits its rights, set forth in any such filed or served materials or under this Agreement or the Arrangement; (vi) subject to this Agreement, oppose any proposal from any Person that the Final Order contain any provision inconsistent with the Arrangement or this Agreement, and if at any time after the issuance of the Final Order and prior to the Closing, 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, it will do so only after notice to, and in good faith consultation and cooperation with SPAC; and (vii) not object to legal counsel to the Purchaser Parties SPAC 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 SPAC advises the Company is advised of the nature of any such submissions on a timely basis prior to the hearing. The Company will also provide legal counsel to hearing and such submissions are consistent with this Agreement and the Purchaser Parties on a timely basis with copies Plan of any notice of appearance and evidence served on the Company or their legal counsel in respect of the application for the Final Order or any appeal therefrom. Except as required by 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 the Purchaser Parties’ prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein will require the Purchaser Parties to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser Parties’ obligations set forth in any such filed or served materialsArrangement.

Court Proceedings. Subject to the terms of this Agreement, the Acquiror shall cooperate with and assist the Corporation in seeking the Interim Order and the Final Order, including by providing to the Corporation, on a timely basis, any information required to be supplied by the Acquiror in connection therewith. The Company will Corporation shall provide the Purchaser Parties Acquiror and their legal its 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 and will give reasonable consideration to all such comments. The Corporation shall provide to the Acquiror and its counsel, on a timely basis a description basis, copies of any information required to be supplied notice of appearance, evidence or other documents served on the Corporation or its counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice (written or oral) received by the Purchaser Parties for inclusion Corporation 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 Corporation shall 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. The Corporation shall not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Acquiror’s prior written consent, acting reasonably, provided the Acquiror is not required to agree or consent to any increase in, or variation of the form of, the Consideration or other modification or amendment to such filed or served materials that expands or increases the Acquiror’s obligations, or diminishes or limits the Acquiror’s rights, set forth in any such filed or served materials or under this Agreement. The Corporation shall oppose any proposal from any person that the Final Order contain any provision materially inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the service and filing of that materialFinal Order do so only after notice to, and will accept the reasonable comments of the Purchaser Parties in consultation and their legal counsel. In additioncooperation with, the Company will Acquiror. The Corporation shall not object to legal counsel to the Purchaser Parties Acquiror 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 Company Corporation is advised of the nature of any submissions on a timely basis not less than two Business Days prior to the hearing. The Company will also provide legal counsel to hearing and such submissions are consistent in all material respects with this Agreement and the Purchaser Parties on a timely basis with copies Plan of any notice of appearance and evidence served on the Company or their legal counsel in respect of the application for the Final Order or any appeal therefrom. Except as required by 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 the Purchaser Parties’ prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein will require the Purchaser Parties to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser Parties’ obligations set forth in any such filed or served materialsArrangement.

Court Proceedings. The (a) In connection with all Court proceedings relating to obtaining the Interim Order or the Final Order, the Company will shall: (i) diligently pursue the Interim Order and the Final Order; (ii) provide the Purchaser Parties and their SPAC’s 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 required to be supplied by the Purchaser Parties for inclusion in such material, prior to the service and filing of that material, and will accept the reasonable comments of the Purchaser Parties SPAC and their its legal counsel. In addition; (iii) provide SPAC copies of any notice of appearance, evidence or other documents served on it or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, 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; (iv) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement; (v) 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 any materials so filed or served, except as contemplated by this Agreement or with SPAC’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that SPAC is not required to agree or consent to any increase or variation in the form of the consideration payable hereunder or other modification or amendment to such filed or served materials that expands or increases its obligations, or diminishes or limits its rights, set forth in any such filed or served materials or under this Agreement or the Arrangement; (vi) subject to this Agreement, oppose any proposal from any Person that the Final Order contain any provision inconsistent with the Arrangement or this Agreement, and if at any time after the issuance of the Final Order and prior to the Closing, 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, it will do so only after notice to, and in good faith consultation and cooperation with SPAC; and (vii) not object to legal counsel to the Purchaser Parties SPAC 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 SPAC advises the Company is advised of the nature of any such submissions on a timely basis prior to the hearing. The Company will also provide legal counsel to hearing and such submissions are consistent with this Agreement and the Purchaser Parties on a timely basis with copies Plan of any notice of appearance and evidence served on the Company or their legal counsel in respect of the application for the Final Order or any appeal therefrom. Except as required by 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 the Purchaser Parties’ prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein will require the Purchaser Parties to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser Parties’ obligations set forth in any such filed or served materialsArrangement.

Court Proceedings. The Company Subject to the terms of this Agreement, Eastmain will cooperate with and assist Auryn in seeking the Auryn Interim Order and the Auryn Final Order, including by providing Auryn on a timely basis any information reasonably required to be supplied by Eastmain in connection therewith. Auryn will provide the Purchaser Parties and their legal counsel to Eastmain with reasonable opportunity to review and comment upon drafts of all material to be filed with the BC Court in connection with the Auryn Arrangement, including by providing on a timely basis a description of any information required to be supplied by the Purchaser Parties for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of the Purchaser Parties and their legal counselconsideration to all such comments. In additionSubject to applicable Law, the Company will not object to legal counsel to the Purchaser Parties 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 Company is advised of the nature of any submissions on a timely basis prior to the hearing. The Company will also provide legal counsel to the Purchaser Parties on a timely basis with copies of any notice of appearance and evidence served on the Company or their legal counsel in respect of the application for the Final Order or any appeal therefrom. Except as required by applicable Laws, the Company Auryn will not file any material with the BC Court in connection with the Auryn Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 3.6 or with the Purchaser Parties’ Eastmain’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided that provided, that, nothing herein will shall require the Purchaser Parties Eastmain to agree or consent to any increased purchase price or other consideration decrease in Eastmain Securityholder Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser Parties’ Eastmain’s obligations set forth in any such filed or served materialsmaterials or under this Agreement or the Auryn Arrangement. Auryn will ensure that all materials filed with the BC Court in connection with the Auryn Arrangement are consistent in all material respects with the terms of this Agreement and the Auryn Arrangement. Auryn will also oppose any proposal from any party that the Auryn Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Auryn Final Order and prior to the Effective Date, Auryn is required by the terms of the Auryn Final Order or by Law to return to BC Court with respect to the Auryn Final Order, it shall do so after notice to, and in consultation and cooperation with, Eastmain.

Court Proceedings. The Company Each of the Partnership Entities and the Corporation will provide the Purchaser Parties and their 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 the Purchaser Parties for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable consideration to all such comments of the Purchaser Parties and their its legal counsel. Each of the Partnership Entities and the Corporation 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, the agreements that it contemplates and the Plan of Arrangement. In addition, each of the Company Partnership Entities and the Corporation agree that it will not object to legal counsel to the Purchaser Parties making such submissions on behalf of the Purchaser on the application (and the hearing of the motion motion) for the Interim Order and the application (and the hearing of the motion) for the Final Order as such counsel considers appropriate, provided that the Company is Partnership Entities and the Corporation are advised of the nature of any submissions on a timely basis prior to the hearinghearing and such submissions are consistent with this Agreement, the agreements that it contemplates and the Plan of Arrangement. The Company Each of the Partnership Entities and the Corporation will also provide to legal counsel to the Purchaser Parties on a timely basis with copies of any notice of appearance and evidence served on the Company it or their its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom. Except as required by Subject to applicable LawsLaw, none of the Company Partnership Entities and the Corporation 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 the Purchaser Parties’ Purchaser’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided that nothing herein will shall require the Purchaser Parties to agree or consent to any increased purchase price or other increase in the consideration contemplated in connection with the Arrangement or other modification or amendment to such filed or served materials that expands or increases the Purchaser Parties’ Purchaser’s obligations set forth in any such filed or served materialsmaterials or under this Agreement or the Arrangement. The Partnership Entities and the Corporation shall also provide to the Purchaser’s outside counsel on a timely basis copies of any notice of appearance or other Court documents served on any of the Partnership Entities and/or the Corporation 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 any of the Partnership Entities and/or the Corporation 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. Each of the Partnership Entities and the Corporation will also oppose any proposal from any party that the Final Order 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, any of the Partnership Entities and/or the Corporation is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, the Purchaser.

Court Proceedings. The Subject to the terms of this Agreement, the Company will shall cooperate with and assist 142 BC and Acquireco in seeking the Interim Order and the Final Order, including by providing to 142 BC on a timely basis any information reasonably required to be supplied by the Company in connection therewith as requested by 142 BC. 142 BC shall provide the Purchaser Parties and their legal counsel to the Company with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the ArrangementArrangement and shall give reasonable consideration to all such comments. Subject to applicable Law, including by providing on a timely basis a description of any information required to be supplied by the Purchaser Parties for inclusion in such material, prior to the service and filing of that material, and will accept the reasonable comments of the Purchaser Parties and their legal counsel. In addition, the Company will not object to legal counsel to the Purchaser Parties 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 Company is advised of the nature of any submissions on a timely basis prior to the hearing. The Company will also provide legal counsel to the Purchaser Parties on a timely basis with copies of any notice of appearance and evidence served on the Company or their legal counsel in respect of the application for the Final Order or any appeal therefrom. Except as required by applicable Laws, the Company Acquireco 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 by this Section 2.04 or with the Purchaser Parties’ Company's prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided that that, nothing herein will shall require the Purchaser Parties Company to agree or consent to any increased purchase price or other consideration decrease in the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser Parties’ obligations 142 BC's and Acquireco's rights set forth in any such filed or served materialsmaterials or under this Agreement or the Arrangement. 142 BC and Acquireco shall, subject to applicable Law, oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to, and in consultation and cooperation with the Company. Acquireco shall also provide to the Company's legal counsel on a timely basis copies of any notice of appearance or other Court documents served on 142 BC or Acquireco 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 142 BC or Acquireco 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. 142 BC and Acquireco 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. In addition, 142 BC and Acquireco will not object to legal counsel to the Company 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, 142 BC and Acquireco are advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. For greater certainty, nothing in this Section 2.04 shall 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, on the one hand, and 142 BC and Acquireco, together, on the other hand.

Court Proceedings. The (a) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall diligently pursue, and cooperate with Spinco in diligently pursuing, the Interim Order and the Final Order, and the Company will provide the Purchaser Parties Spinco and their its 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, including by providing on a timely basis a description of any information required to be supplied by the Purchaser Parties for inclusion in such material, prior to the service and filing of that materialsuch materials, and will accept the reasonable comments of Spinco and its legal counsel with respect to any information required to be supplied by Spinco and included in such materials. The Company will not file any material with the Purchaser Parties Court in connection with the Plan of Arrangement or serve any such material, and their legal counselwill not agree to modify or amend any materials so filed or served, except as contemplated by this Agreement or with Spinco’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that Spinco is not required to agree or consent to any increase or variation in the form of the consideration payable hereunder or other modification or amendment to such filed or served materials that expands or increases its obligations, or diminishes or limits its rights, set forth in any such filed or served materials or under this Agreement or the Plan of Arrangement. In addition, the Company will not object to legal counsel to the Purchaser Parties Spinco 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, acting reasonably, provided that Spinco advises the Company is advised of the nature of any such submissions on a timely basis prior to the hearinghearing and such submissions are consistent with this Agreement and the Plan of Arrangement. The Company will also provide legal counsel to the Purchaser Parties on a timely basis Spinco with copies of any notice of appearance and evidence served on the Company or their its legal counsel in respect of the application for the Final Order or any 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 Final Order. Except as required by applicable LawsThe Company shall also oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement and the Plan of Arrangement and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company will not file any material is required by the terms of the Final Order or by Law to return to Court with respect to the Court in connection with the Arrangement or serve any such materialFinal Order, it shall do so after notice to, and will not agree to modify or amend materials so filed or servedin consultation and cooperation with, except as contemplated hereby or with the Purchaser Parties’ prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein will require the Purchaser Parties to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser Parties’ obligations set forth in any such filed or served materialsSpinco.

Court Proceedings. The Company Subject to the terms of this Agreement, Eldorado and Subco will cooperate with, assist and consent to Brazauro seeking the Interim Order and the Final Order, including by providing Brazauro on a timely basis any information required to be supplied by Eldorado in connection therewith. Brazauro will provide the Purchaser Parties and their legal counsel Eldorado 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 and will give reasonable consideration to all such comments provided that all information required relating solely to be supplied by the Purchaser Parties for inclusion Eldorado in such material, prior material shall be in form and substance satisfactory to the service and filing of that material, and will accept the reasonable comments of the Purchaser Parties and their legal counselEldorado. In addition, the Company will not object to legal counsel to the Purchaser Parties 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 Company is advised of the nature of any submissions on a timely basis prior to the hearing. The Company Brazauro will also provide legal counsel to the Purchaser Parties Eldorado Counsel on a timely basis with copies of any appearance, response or other responsive material or notice of appearance intent to oppose and any evidence served on the Company Brazauro or their legal counsel Brazauro Counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom. Except as required by Subject to applicable LawsLaw, the Company Brazauro 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 the Purchaser Parties’ Eldorado’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided that nothing herein will shall require the Purchaser Parties Eldorado to agree or consent to any increased purchase price or other increase in consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser Parties’ Eldorado or Subco’s obligations set forth in any such filed or served materialsmaterials or under this Agreement.

Court Proceedings. Subject to the terms of this Agreement, NovaCopper will cooperate with and assist Sunward in seeking the Interim Order and the Final Order, including by providing Sunward on a timely basis any information reasonably required to be supplied by NovaCopper in connection therewith. The Company material to be filed with the Court in connection with the Arrangement shall not be inconsistent with the provisions of this Agreement. Sunward will provide the Purchaser Parties NovaCopper and their 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 and will give reasonable consideration to all such comments; provided that Sunward shall include all comments of NovaCopper and its legal counsel as are required, in the reasonable judgment of NovaCopper and its legal counsel, to allow NovaCopper to rely upon the exemption from registration provided by providing on a timely basis a description Section 3(a)(10) of any information required the U.S. Securities Act with respect to the issuance of the Consideration Shares and DSU Shares to be supplied by the Purchaser Parties for inclusion in such material, prior issued pursuant to the service and filing of that materialArrangement, and will accept based on the reasonable comments Court’s approval of the Purchaser Parties and their legal counselArrangement. In additionSubject to applicable Law, the Company will not object to legal counsel to the Purchaser Parties 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 Company is advised of the nature of any submissions on a timely basis prior to the hearing. The Company will also provide legal counsel to the Purchaser Parties on a timely basis with copies of any notice of appearance and evidence served on the Company or their legal counsel in respect of the application for the Final Order or any appeal therefrom. Except as required by applicable Laws, the Company Sunward 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 by this Section 2.9 or with the Purchaser Parties’ NovaCopper’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided that nothing herein will shall require the Purchaser Parties NovaCopper to agree or consent to any increased purchase price or other consideration increase in Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser Parties’ NovaCopper’s obligations set forth in any such filed or served materialsmaterials or under this Agreement or the Arrangement.