Common use of Court Proceedings Clause in Contracts

Court Proceedings. 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 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, and will give reasonable consideration to all such comments provided that all information relating solely to Alamos in such material shall be in form and substance satisfactory to Alamos, acting reasonably. Xxxxxxxxx will also provide Alamos Counsel on a timely basis with copies of any appearance, response or other responsive material or notice of intent to oppose and any evidence served on Xxxxxxxxx or Xxxxxxxxx Counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom. Subject to applicable Law, 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 Alamos’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that nothing herein shall require Alamos to agree or consent to any increase in consideration or other modification or amendment to such filed or served materials that expands or increases Alamos or Subco’s obligations set forth in any such filed or served materials or under this Agreement.

Court Proceedings. 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 Comamtech will provide Alamos Counsel Corporation 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 the Corporation for inclusion in such material, prior to the service and filing of that material, and will give accept the reasonable consideration comments of the Corporation and its legal counsel 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, Comamtech will not object to legal counsel to the Corporation making such comments 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 all information relating solely Comamtech is advised of the nature of any submissions prior to Alamos in the hearing and such material shall be in form submissions are consistent with this Agreement, the agreements that it contemplates and substance satisfactory to Alamos, acting reasonablythe Plan of Arrangement. Xxxxxxxxx Comamtech will also provide Alamos Counsel legal counsel to the Corporation on a timely basis with copies of any appearance, response or other responsive material or notice of intent to oppose appearance and any evidence served on Xxxxxxxxx Comamtech or Xxxxxxxxx Counsel its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom. Subject to applicable LawLaws, Xxxxxxxxx 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 Alamosthe Corporation’s prior written consent, such consent not to be unreasonably withheld, conditioned withheld or delayed; provided provided, however, that nothing herein shall require Alamos Comamtech to agree or consent to any increase in increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Alamos or SubcoComamtech’s obligations set forth in any such filed or served materials or under this Agreement.

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

Court Proceedings. Subject to the terms of this Agreement, Alamos and Subco LSEG will cooperate with, with and assist and consent to Xxxxxxxxx TMX Group in seeking the Interim Order and the Final Order, including by providing Xxxxxxxxx to TMX Group, on a timely basis basis, any information reasonably required to be supplied by Alamos LSEG in connection therewith. Xxxxxxxxx TMX Group will provide Alamos Counsel LSEG’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 provided that all information relating solely to Alamos in such material shall be in form and substance satisfactory to Alamos, acting reasonably. Xxxxxxxxx will also provide Alamos Counsel on a timely basis with copies of any appearance, response or other responsive material or notice of intent to oppose and any evidence served on Xxxxxxxxx or Xxxxxxxxx Counsel in respect of the application for the Interim Order or the Final Order or any appeal therefromcomments. Subject to applicable Law, Xxxxxxxxx TMX Group 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 AlamosLSEG’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that nothing herein shall require Alamos LSEG to agree or consent to any increase in consideration or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases Alamos or SubcoLSEG’s obligations set forth in any such filed or served materials or under this Agreement or the Arrangement. TMX Group shall also provide to LSEG’s outside counsel, as specified in Section 8.1(a) and on a timely basis, copies of any notice of appearance or other Court documents served on TMX Group 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 TMX Group 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. TMX Group 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. In addition, TMX Group will not object to legal counsel to LSEG 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 TMX Group is advised of the nature of any submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. TMX Group will also oppose any proposal from any party that the Final Order 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, TMX Group 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, LSEG.

Court Proceedings. Subject In connection with all Court proceedings relating to the terms of this Agreement, Alamos and Subco will cooperate with, assist and consent to Xxxxxxxxx seeking obtaining the Interim Order and the Final Order, including by providing Xxxxxxxxx on a timely basis any information required to be supplied by Alamos the Company shall diligently pursue, and cooperate with the Purchaser Parties in connection therewith. Xxxxxxxxx diligently pursuing, the Interim Order and the Final Order, and the Company will provide Alamos Counsel the Purchaser Parties and their 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 ArrangementArrangement prior to the service and filing of such materials, and will give accept the reasonable consideration comments of the Purchaser Parties and their legal counsel with respect to all any information required to be supplied by the Purchaser Parties and included in such comments provided materials. The Company will ensure that all information relating solely to Alamos in such material shall be in form and substance satisfactory to Alamos, acting reasonably. Xxxxxxxxx will also provide Alamos Counsel on a timely basis with copies of any appearance, response or other responsive material or notice of intent to oppose and any evidence served on Xxxxxxxxx or Xxxxxxxxx Counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom. Subject to applicable Law, Xxxxxxxxx will not file any material filed with the Court in connection with the Arrangement or serve any such materialis consistent in all material respects with the terms of this Agreement and the Plan of Arrangement, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Alamos’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that nothing herein shall require Alamos to agree or consent to any no increase in consideration or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases Alamos the Purchaser’s obligations, or Subcodiminishes or limits the Purchaser’s obligations set forth in rights under this Agreement or the Arrangement shall be made without the Purchaser’s prior written consent. In addition, the Company will not object to legal counsel to the Purchaser Parties 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 the Purchaser Parties advise the Company of the nature of any such filed submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. The Company will also provide legal counsel to the Purchaser Parties with copies of any notice and evidence served on the Company or served materials its legal counsel in respect of the application for the Final Order or under 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. 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. Subject In connection with all Court proceedings relating to the terms of this Agreement, Alamos and Subco will cooperate with, assist and consent to Xxxxxxxxx seeking obtaining the Interim Order and the Final Order, including by providing Xxxxxxxxx on a timely basis any information required to be supplied by Alamos the Company shall diligently pursue, and cooperate with the Purchaser in connection therewith. Xxxxxxxxx diligently pursuing, the Interim Order and the Final Order and the Company will provide Alamos Counsel the 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 Arrangement, including by providing on a timely basis a description of any information required to be supplied by the Purchaser for inclusion in such material, prior to the service and filing of that material, and will give accept the reasonable consideration comments of the Purchaser and its legal counsel with respect to all any such comments provided that all information relating solely required to Alamos be supplied by the Purchaser and included in such material shall be and any other matters contained therein. The Company will ensure that all material filed with the Court in form connection with the Arrangement is consistent in all material respects with the terms of this Agreement and substance satisfactory the Plan of Arrangement. In addition, the Company will not object to Alamoslegal 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. Xxxxxxxxx The Company will also provide Alamos Counsel legal counsel to the Purchaser on a timely basis with copies of any appearance, response or other responsive material or notice of intent to oppose and any evidence served on Xxxxxxxxx the Company or Xxxxxxxxx Counsel 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. Subject to applicable LawLaws, Xxxxxxxxx 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 Alamosthe Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned withheld or delayed; provided that nothing herein shall require Alamos the Purchaser to agree or consent to any increase in increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Alamos the Purchaser’s obligations, or Subcodiminishes or limits the Purchaser’s obligations rights, set forth in any such filed or served materials or under this Agreement.

Court Proceedings. Subject to the terms of this Agreement, Alamos the Buyer shall cooperate with and Subco will cooperate with, assist and consent to Xxxxxxxxx the Company in seeking the Interim Order and the Final Order, including by providing Xxxxxxxxx to the Company on a timely basis any information reasonably required to be supplied by Alamos the Buyer in connection therewith. Xxxxxxxxx will The Company shall provide Alamos Counsel 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, Arrangement and will shall give reasonable consideration to all such comments provided that all information relating solely to Alamos in such material shall be in form and substance satisfactory to Alamos, acting reasonably. Xxxxxxxxx will also provide Alamos Counsel on a timely basis with copies of any appearance, response or other responsive material or notice of intent to oppose and any evidence served on Xxxxxxxxx or Xxxxxxxxx Counsel in respect of the application for the Interim Order or the Final Order or any appeal therefromcomments. Subject to applicable Law, Xxxxxxxxx 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 Alamosthe Buyer’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that that, nothing herein shall require Alamos the Buyer to agree or consent to any increase in consideration the Consideration or other modification or amendment to such filed or served materials that expands or increases Alamos or Subcothe Buyer’s obligations set forth in any such filed or served materials or under this AgreementAgreement 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 (a) In connection with all Court proceedings relating to the terms of this Agreement, Alamos and Subco will cooperate with, assist and consent to Xxxxxxxxx seeking obtaining the Interim Order and the Final Order, including by providing Xxxxxxxxx on a timely basis any information required to be supplied by Alamos the Company shall diligently pursue, and cooperate with Spinco in connection therewith. Xxxxxxxxx diligently pursuing, the Interim Order and the Final Order, and the Company will provide Alamos Counsel Spinco and 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, prior to the service and filing of such materials, and will give accept the reasonable consideration comments of Spinco and its legal counsel with respect to all such comments provided that all any information relating solely required to Alamos be supplied by Spinco and included in such material shall be in form and substance satisfactory to Alamos, acting reasonablymaterials. Xxxxxxxxx will also provide Alamos Counsel on a timely basis with copies of any appearance, response or other responsive material or notice of intent to oppose and any evidence served on Xxxxxxxxx or Xxxxxxxxx Counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom. Subject to applicable Law, Xxxxxxxxx The Company will not file any material with the Court in connection with the Plan of Arrangement or serve any such material, and will not agree to modify or amend any materials so filed or served, except as contemplated hereby by this Agreement or with AlamosSpinco’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; , provided that nothing herein shall require Alamos 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 Alamos its obligations, or Subco’s obligations diminishes or limits its rights, set forth in any such filed or served materials or under this AgreementAgreement or the Plan of Arrangement. In addition, the Company will not object to legal counsel to Spinco making such submissions on the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably, provided Spinco 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. The Company will also provide legal counsel to Spinco with copies of any notice and evidence served on the Company or 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. The 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 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, Spinco.

Court Proceedings. Subject to the terms of this Agreement, Alamos and Subco Acquiror will cooperate with, assist and consent to Xxxxxxxxx the Company seeking the Interim Order and the Final Order, including by providing Xxxxxxxxx the Company on a timely basis any information required to be supplied by Alamos Acquiror in connection therewith. Xxxxxxxxx The Company will provide Alamos Counsel legal counsel to Acquiror 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 provided that all information relating solely to Alamos in such material shall be in form and substance satisfactory to Alamos, acting reasonablycomments. Xxxxxxxxx The Company will also provide Alamos Counsel legal counsel to Acquiror on a timely basis with copies of any appearance, response or other responsive material notice of appearance or notice of intent to oppose and any evidence served on Xxxxxxxxx the Company or Xxxxxxxxx Counsel its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom. Subject to applicable Law, Xxxxxxxxx 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 Alamos’s Acquiror's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that nothing herein shall require Alamos Acquiror to agree or consent to any increase in consideration the Consideration or other modification or amendment to such filed or served materials that expands or increases Alamos or Subco’s Acquiror's obligations set forth in any such filed or served materials or under this Agreement.

Court Proceedings. Subject to the terms of this Agreement, Alamos and Subco The Purchaser will cooperate with, assist and consent to Xxxxxxxxx seeking assist, the Company in pursuing the Interim Order and the Final Order, including by providing Xxxxxxxxx the Company on a timely basis any information required to be supplied by Alamos the Purchaser in connection therewith. Xxxxxxxxx The Company will provide Alamos Counsel the 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 provided of the Purchaser and its legal counsel with respect to any such materials. The Company will ensure that all information relating solely 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 Alamos in legal counsel to the Purchaser making such material shall be in form and substance satisfactory to Alamos, acting reasonably. Xxxxxxxxx will also provide Alamos Counsel submissions on a timely basis with copies of any appearance, response or other responsive material or notice of intent to oppose and any evidence served on Xxxxxxxxx or Xxxxxxxxx Counsel in respect of the application for the Interim Order or 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 appeal therefromPerson to appeal, or oppose the granting of, the Interim Order or Final Order. Subject to applicable Law, Xxxxxxxxx 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 2.6 or with Alamosthe Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided provided, however, that nothing herein shall require Alamos the Purchaser to agree or consent to any increase in consideration the Consideration or other modification or amendment to such filed or served materials that expands or increases Alamos or Subcothe 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 will also oppose any proposal from any party that the Final Order 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 do so after notice to, and in consultation and cooperation with, the Purchaser.

Court Proceedings. Subject to the terms of this Agreement, Alamos the Company shall cooperate with and Subco will cooperate with, assist 142 BC and consent to Xxxxxxxxx Acquireco in seeking the Interim Order and the Final Order, including by providing Xxxxxxxxx to 142 BC on a timely basis any information reasonably required to be supplied by Alamos the Company in connection therewiththerewith as requested by 142 BC. Xxxxxxxxx will 142 BC shall provide Alamos Counsel 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 Arrangement, Arrangement and will shall give reasonable consideration to all such comments provided that all information relating solely to Alamos in such material shall be in form and substance satisfactory to Alamos, acting reasonably. Xxxxxxxxx will also provide Alamos Counsel on a timely basis with copies of any appearance, response or other responsive material or notice of intent to oppose and any evidence served on Xxxxxxxxx or Xxxxxxxxx Counsel in respect of the application for the Interim Order or the Final Order or any appeal therefromcomments. Subject to applicable Law, Xxxxxxxxx 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 Alamos’s the Company's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that that, nothing herein shall require Alamos the Company to agree or consent to any increase decrease in consideration the Consideration or other modification or amendment to such filed or served materials that expands or increases Alamos or Subco’s obligations 142 BC's and Acquireco's rights set forth in any such filed or served materials 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. Subject to the terms of this Agreement, Alamos Company will diligently pursue the Interim Order and Subco the Final Order and Acquiror will cooperate with, with and assist and consent to Xxxxxxxxx Company in seeking the Interim Order and the Final Order, including by providing Xxxxxxxxx Company on a timely basis any information required to be supplied by Alamos Acquiror in connection therewith. Xxxxxxxxx Company will provide Alamos Counsel 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 provided comments. Company will ensure that all information relating solely to Alamos material filed with the Court in such material shall be in form connection with the Arrangement is consistent with this Agreement and substance satisfactory to Alamos, acting reasonablythe Plan of Arrangement. Xxxxxxxxx Company will also provide Alamos Counsel Acquiror's legal counsel on a timely basis with copies of any appearance, response or other responsive material notice of appearance or notice of intent to oppose and any evidence served on Xxxxxxxxx Company or Xxxxxxxxx Counsel its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom. Subject to applicable Law, Xxxxxxxxx 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 Alamos’s Acquiror's prior written consent, such consent not to be unreasonably withheld, conditioned withheld or delayed; provided that nothing herein shall require Alamos Acquiror to agree or consent to any increase in consideration the Consideration or other modification or amendment to such filed or served materials that expands or increases Alamos Acquiror's obligations or Subco’s obligations diminish Acquiror's rights set forth in this Agreement or in such materials. Company will oppose any such filed or served materials or under 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, Acquiror.

Court Proceedings. Subject to Acquireco and the terms of this Agreement, Alamos and Subco Company will cooperate with, assist and consent to Xxxxxxxxx in seeking the Interim Order and the Final Order, including by Acquireco providing Xxxxxxxxx to the Company on a timely basis any information required to be supplied by Alamos Acquireco in connection therewith. Xxxxxxxxx The Company will provide Alamos Counsel 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, and will give reasonable consideration to all such comments provided that all information relating solely to Alamos in such material shall be in form and substance satisfactory to Alamos, acting reasonablycomments. Xxxxxxxxx The Company will also provide Alamos Counsel legal counsel to Acquireco on a timely basis with copies of any appearance, response or other responsive material or notice of intent to oppose appearance and any evidence served on Xxxxxxxxx the Company or Xxxxxxxxx Counsel its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom. Subject to applicable LawLaws, Xxxxxxxxx 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 AlamosAcquireco’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that nothing herein shall (i) require Alamos Acquireco to agree or consent to any increase in consideration Consideration or other modification or amendment to such filed or served materials that expands or increases Alamos Parent or SubcoAcquireco’s obligations set forth in any such filed or served materials or under this AgreementAgreement 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. Subject In connection with all Court proceedings relating to the terms of this Agreement, Alamos and Subco will cooperate with, assist and consent to Xxxxxxxxx seeking obtaining the Interim Order and the Final Order, including by providing Xxxxxxxxx on a timely basis any information required to be supplied by Alamos the Corporation shall diligently pursue, and cooperate with the Purchasers in connection therewith. Xxxxxxxxx diligently pursuing, the Interim Order and the Final Order, and the Corporation will provide Alamos Counsel each Purchaser and 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, prior to the service and filing of such materials, and will give accept the reasonable consideration comments of the Purchasers and their respective legal counsel with respect to all any information required to be supplied by the Purchasers and included in such comments provided materials. The Corporation will ensure that all information relating solely 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 Corporation will not object to Alamos in legal counsel to either Purchaser making such material shall be in form submissions on the application for the Interim Order and substance satisfactory to Alamosthe Final Order as such counsel considers appropriate, acting reasonably, provided the relevant Purchaser advises the Corporation of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Xxxxxxxxx The Corporation will also provide Alamos Counsel on a timely basis legal counsel to each Purchaser with copies of any appearance, response or other responsive material or notice of intent to oppose and any evidence served on Xxxxxxxxx the Corporation or Xxxxxxxxx Counsel its legal counsel in respect of the application for the Interim Order or the and 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. Subject to applicable Law, Xxxxxxxxx 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 Alamos’s the Purchasers’ prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided . The Corporation will oppose any proposal from any party that nothing herein shall require Alamos to agree or consent to the Final Order contain any increase in consideration or other modification or amendment to such filed or served materials that expands or increases Alamos or Subco’s obligations set forth in any such filed or served materials or under 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 Purchasers.

Court Proceedings. Subject to the terms of this Agreement, Alamos Eldorado and Subco will cooperate with, assist and consent to Xxxxxxxxx Brazauro seeking the Interim Order and the Final Order, including by providing Xxxxxxxxx Brazauro on a timely basis any information required to be supplied by Alamos Eldorado in connection therewith. Xxxxxxxxx Brazauro will provide Alamos 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, and will give reasonable consideration to all such comments provided that all information relating solely to Alamos Eldorado in such material shall be in form and substance satisfactory to Alamos, acting reasonablyEldorado. Xxxxxxxxx Brazauro will also provide Alamos Eldorado Counsel on a timely basis with copies of any appearance, response or other responsive material or notice of intent to oppose and any evidence served on Xxxxxxxxx Brazauro or Xxxxxxxxx Brazauro Counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom. Subject to applicable Law, Xxxxxxxxx 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 AlamosEldorado’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that nothing herein shall require Alamos Eldorado to agree or consent to any increase in consideration or other modification or amendment to such filed or served materials that expands or increases Alamos Eldorado or Subco’s obligations set forth in any such filed or served materials or under this Agreement.

Court Proceedings. Subject to the terms of this Agreement, Alamos and Subco (a) Buyer will cooperate with, with and assist and consent to Xxxxxxxxx Target in seeking the Interim Order and the Final Order, including by providing Xxxxxxxxx Target on a timely basis with any information required to be supplied by Alamos in connection therewith. Xxxxxxxxx reasonably requested. (b) Target will provide Alamos Counsel with give Buyer reasonable opportunity to review and comment upon drafts of all material to be filed by Target with the Court in connection with the ArrangementArrangement before the service and filing of that material, and will give reasonable consideration to all such comments provided those comments. (c) Target will not object to counsel to Buyer making any submissions on the application for the Interim Order and the application for the Final Order as that all information relating solely to Alamos in such material shall be in form and substance satisfactory to Alamoscounsel deems appropriate, acting reasonably. Xxxxxxxxx , provided that those submissions are consistent in all material respects with this Agreement and the Plan of 24 Arrangement, and provided that Target is advised of the nature of any submissions to the extent reasonably practicable not less than two (2) Business Days prior to the hearing, and the Buyer has given reasonable consideration to any comments from the Target and its legal counsel with respect thereto. (d) Target will also provide Alamos Counsel counsel to Buyer on a timely basis with with: (i) copies of any appearancenotice, response evidence or other responsive material or notice of intent to oppose and any evidence documentation served on Xxxxxxxxx Target or Xxxxxxxxx Counsel its counsel in respect of connection with the application for the Interim Order or the Final Order or any appeal therefrom. from either; and (ii) notice of any notice (written or oral) received by Target 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. (e) Target will ensure that all materials filed with, and all submissions made to, the Court by or on behalf of Target in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. (f) Subject to applicable LawLaw and any direction of the Court, Xxxxxxxxx Target 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 AlamosXxxxx’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that nothing herein shall require Alamos Buyer to agree or consent to any increase in consideration or variation in the form of the Consideration payable for the Target Shares, or other modification or amendment to such filed or served materials that expands or increases Alamos Buyer’s obligations, or Subcodiminishes or limits Buyer’s obligations rights, set forth in any such filed or served materials or under this AgreementAgreement or the Plan of Arrangement. (g) Target will oppose any appearance, proposal or motion from any party on the hearing of the motion for the Interim Order and the application for the Final Order which is inconsistent with this Agreement or the Plan of Arrangement. (h) If, at any time after the issuance of the Final Order and before the Effective Time, Target is required by the terms of the Final Order or otherwise by Law to return to the Court with respect to the Final Order, Target will do so after notice to, and in consultation and cooperation with, Buyer.

Court Proceedings. Subject to DirectCash shall provide the terms of this Agreement, Alamos Parent and Subco will cooperate with, assist and consent to Xxxxxxxxx seeking the Interim Order and the Final Order, including by providing Xxxxxxxxx on their legal counsel with a timely basis any information required to be supplied by Alamos in connection therewith. Xxxxxxxxx will provide Alamos Counsel with reasonable opportunity to review and comment upon drafts of the Interim Order, the Final Order and all other 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 Parent for inclusion in such material, prior to the service and will give filing of that material, and shall accept the reasonable consideration comments of the Parent and their legal counsel with respect to all any such comments provided that all information relating solely required to Alamos be supplied by the Parent and included in such material and shall be reasonably consider their comments with respect to any other matters contained therein. DirectCash shall ensure that all material filed with the Court in form connection with the Arrangement is consistent in all material respects with the terms of this Agreement and substance satisfactory the Plan of Arrangement. In addition, DirectCash shall not object to Alamoslegal counsel to the Parent making such submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonablyprovided that such submissions are consistent with this Agreement and the Plan of Arrangement and provided further that DirectCash and its legal counsel are advised of the nature of any such submissions prior to the hearing. Xxxxxxxxx will DirectCash shall also provide Alamos Counsel legal counsel to the Parent on a timely basis with copies of any appearance, response or other responsive material or notice of intent to oppose and any evidence served on Xxxxxxxxx DirectCash or Xxxxxxxxx Counsel 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 the Final Order or any appeal therefromOrder. Subject to applicable LawLaws, Xxxxxxxxx will DirectCash shall 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 shall not agree to modify or amend materials so filed or served, except as contemplated hereby or with Alamosthe Parent’s prior written consent, such consent not to be unreasonably withheld, conditioned withheld or delayed; provided that nothing herein shall require Alamos the Parent to agree or consent to any increase in increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Alamos or Subcothe Parent’s obligations set forth in any such filed or served materials or under this Agreement.