Common use of Dissent Procedures Clause in Contracts

Dissent Procedures. (a) Holders of Primero Shares may exercise Dissent Procedures with respect to Primero Shares in connection with the Arrangement, provided that, notwithstanding the Dissent Procedures, the written objection to the special resolution to approve the Arrangement contemplated by Section 242 of the BCBCA must be sent to Primero by holders who wish to dissent at least two days before the Primero Meeting or any date to which the Primero Meeting may be postponed or adjourned. (b) Holders of Primero Shares who duly exercise Dissent Rights with respect to their Primero Shares (“Dissenting Shares”) and who: (i) are ultimately entitled to be paid by Primero (using funds held by Primero at the Effective Time) the fair value for their Dissenting Shares will be deemed to have transferred their Dissenting Shares to Primero free and clear of all encumbrances immediately before the Effective Date; or (ii) for any reason are ultimately not entitled to be paid by Primero for their Dissenting Shares, will be deemed to have participated in the Arrangement on the same basis as a non-dissenting Primero Shareholder and will receive Northgate Shares on the same basis as every other non-dissenting Primero Shareholder; but in no case will Primero or Northgate be required to recognize such persons as holding Primero Shares on or after the Effective Date. (c) If a Primero Shareholder exercises the Dissent Right, Northgate will on the Effective Date set aside a number of Northgate Shares which is attributable under the Arrangement to the Primero Shares for which Dissent Rights have been exercised. If the dissenting Primero Shareholder is ultimately not entitled to be paid by Primero for their Dissenting Shares, they will be deemed to have participated in the Arrangement on the same basis as the non-dissenting Primero Shareholders and Northgate will distribute to such Primero Shareholder the Northgate Shares that the Primero Shareholder is entitled to receive pursuant to the terms of the Arrangement. If a Primero Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid by Primero for their Dissenting Shares, Primero will pay the amount to be paid in respect of the Dissenting Shares.

Dissent Procedures. (a) Holders 4.1 Each registered holder of Primero Minera Andes Shares may exercise Dissent Procedures shall have the right to dissent with respect to Primero Shares the Arrangement in connection accordance with the ArrangementInterim Order, provided that, notwithstanding the Dissent Procedures, the written objection to the special resolution to approve the Arrangement contemplated by Section 242 section 191 of the BCBCA must be sent to Primero ABCA, such Dissenting Shareholder's notice of dissent is received by holders who wish to dissent Minera Andes by no later than 5:00 p.m. (Toronto time) on that day that is at least two days before Business Days prior to the Primero date of the Minera Andes Meeting or any date to which the Primero Minera Andes Meeting may is adjourned or postponed. A Dissenting Shareholder shall, at the Effective Time, cease to have any rights as a holder of Minera Andes Shares and shall only be postponed or adjourned. (b) Holders of Primero Shares who duly exercise Dissent Rights with respect to their Primero Shares (“Dissenting Shares”) and who: (i) are ultimately entitled to be paid the fair value in Canadian dollars for their Minera Andes Shares by Primero (using funds held by Primero at Minera Andes. A Dissenting Shareholder who is paid the Effective Time) fair value of the holder's Minera Andes Shares shall be deemed to have transferred the holder's Minera Andes Shares free and clear of any Encumbrances to Minera Andes, notwithstanding the provisions of Section 191 of the ABCA. A Dissenting Shareholder who, for any reason, is not entitled to be paid the fair value for their Dissenting Minera Andes Shares will be deemed to have transferred their Dissenting Shares to Primero free and clear of all encumbrances immediately before the Effective Date; or (ii) for any reason are ultimately not entitled to be paid by Primero for their Dissenting Shares, will shall be deemed to have participated in the Arrangement Arrangement, as of the Effective Time, on the same basis as a non-dissenting Primero Shareholder holder of Minera Andes Shares and will shall be entitled to receive Northgate only the consideration contemplated in Section 3.1(b) that such holder would have received pursuant to the Arrangement if such holder had not exercised dissent rights. The fair value of the Minera Andes Shares shall be determined as of the close of business on the same basis as every other non-dissenting Primero Shareholder; last Business Day before the day on which the Arrangement is approved by the holders of Minera Andes Shares at the Minera Andes Meeting, but in no case will Primero or Northgate event shall Minera Andes be required to recognize such persons Dissenting Shareholders as holding Primero Shares on or a shareholder of Minera Andes after the Effective Date. (c) If a Primero Shareholder exercises Time and the Dissent Right, Northgate will on names of such holders shall be removed from the applicable register as at the Effective Date set aside a number Time. For greater certainty, in addition to any other restrictions in section 191 of Northgate Shares which is attributable under the ABCA, no Person who has voted in favour of the Arrangement to the Primero Shares for which Dissent Rights have been exercised. If the dissenting Primero Shareholder is ultimately not shall be entitled to be paid by Primero for their Dissenting Shares, they will be deemed dissent with respect to have participated in the Arrangement on the same basis as the non-dissenting Primero Shareholders and Northgate will distribute to such Primero Shareholder the Northgate Shares that the Primero Shareholder is entitled to receive pursuant to the terms of the Arrangement. If In addition, a Primero Minera Andes Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid by Primero for their Dissenting Shares, Primero will pay the amount to be paid may only exercise dissent rights in respect of the Dissenting all, and not less than all, of its Minera Andes Shares.

Dissent Procedures. (a) Holders of Primero Shares Northgate Shareholders may exercise Dissent Procedures with respect to Primero their Northgate Shares in connection with the Arrangement, provided that, notwithstanding the Dissent Procedures, the written objection to the special resolution to approve the Arrangement contemplated by Section 242 of the BCBCA must be sent to Primero Northgate by holders Northgate Shareholders who wish to dissent at least two days Business Days before the Primero Northgate Meeting or any date to which the Primero Northgate Meeting may be postponed or adjourned. (b) Holders of Primero Shares Northgate Shareholders who duly exercise Dissent Rights with respect to their Primero Northgate Shares (“Dissenting Shares”) and who: (i) are ultimately entitled to be paid by Primero (using funds held by Primero at the Effective Time) the fair value for their such holders’ Dissenting Shares, shall be paid an amount equal to such fair value (less any amounts withheld pursuant to Section 6.4 hereof) by AuRico, which fair value shall be determined as of the close of business on the last Business Day before the Northgate Meeting in accordance with the procedures applicable to the payout value set out in Sections 244 and 245 of the BCBCA, except that AuRico may enter into the agreement with such registered holders of Dissenting Shares that exercise Dissent Rights and apply to the Court, all as contemplated under the BCBCA, in lieu of Northgate. Such holders will not be deemed entitled to have transferred their Dissenting Shares to Primero free and clear of all encumbrances immediately before the Effective Date; orany other payment or consideration, including AuRico Shares; (ii) for any reason are ultimately not entitled entitled, for any reason, to be paid by Primero fair value for their such holders’ Dissenting Shares, will Shares shall be deemed to have participated in the Arrangement Arrangement, as of the Effective Time, on the same basis as a non-dissenting Primero Shareholder Northgate Shareholders and will shall be entitled to receive Northgate Shares on only the same basis as every other non-dissenting Primero Shareholder; consideration contemplated in Section 3.1(c) hereof that such holder would have received pursuant to the Arrangement if such registered holder had not exercised Dissent Rights, but in no case will Primero shall Northgate, AuRico or Northgate any other person be required to recognize such persons holders of Dissenting Shares who exercise Dissent Rights as holding Primero holders of Northgate Shares on or after the time that is immediately prior to the Effective Date.Time, and the names of such holders of Dissenting Shares who exercise Dissent Rights shall be deleted from the securities register as holders of Northgate Shares at the Effective Time and AuRico shall be recorded as the registered holder of the Northgate Shares so transferred and shall be deemed to be the legal owner of such Northgate Shares; (c) In addition to any other restrictions under the BCBCA, Northgate Shareholders who vote in favour of the Arrangement at the Northgate Meeting shall not be entitled to exercise Dissent Rights. (d) If a Primero Northgate Shareholder exercises the Dissent Right, Northgate AuRico will on the Effective Date set aside a number of Northgate AuRico Shares which is attributable under the Arrangement to the Primero Northgate Shares for which Dissent Rights have been exercised. If the dissenting Primero Dissenting Shareholder is ultimately not entitled to be paid by Primero Northgate for their Dissenting Shares, they will be deemed to have participated in the Arrangement on the same basis as the non-dissenting Primero Northgate Shareholders and Northgate AuRico will distribute to such Primero Northgate Shareholder the Northgate AuRico Shares that the Primero Northgate Shareholder is entitled to receive pursuant to the terms of the Arrangement. If a Primero Northgate Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid by Primero Northgate for their Dissenting Shares, Primero Northgate will pay the amount to be paid in respect of the Dissenting Shares. (e) In no case shall Northgate, AuRico, the Depositary, the registrar and transfer agent in respect of the Northgate Shares or any other person be required to recognize a Dissenting Shareholder as a holder of Northgate Shares after the Effective Time and the name of each Dissenting Shareholder shall be deleted from the securities register of holders maintained by or on behalf of Northgate in respect of the Northgate Shares as provided in Article 3.

Dissent Procedures. (a) Dissent Procedures for Holders of Primero Xxxxx Common Shares 5.1 Holders of Xxxxx Common Shares may exercise Dissent Procedures with respect to Primero Xxxxx Common Shares in connection with the Arrangement, provided that, notwithstanding the Dissent Procedures, the written objection to the special resolution to approve the Arrangement contemplated by Section section 242 of the BCBCA must be sent is received by Xxxxx not later than 5:00 p.m. (Vancouver time) on the Business Day immediately prior to Primero by the date of the Xxxxx Shareholder Meeting and provided further that holders who wish to exercise such rights of dissent at least two days before the Primero Meeting or any date to which the Primero Meeting may be postponed or adjourned. (b) Holders of Primero Shares who duly exercise Dissent Rights with respect to their Primero Shares (“Dissenting Shares”) and who: (ia) are ultimately entitled to be paid by Primero (using funds held by Primero at the Effective Time) the fair value for their Dissenting Shares Xxxxx Common Shares, which fair value, notwithstanding anything to the contrary contained in Division 2 of Part 8 of the BCBCA, will be deemed to have transferred their Dissenting Shares to Primero free and clear determined as of all encumbrances immediately the close of business on the day before the Effective DateFinal Order becomes effective, will be paid an amount equal to such fair value by the Corporation; orand (iib) for any reason are ultimately not entitled entitled, for any reason, to be paid by Primero fair value for their Dissenting Shares, Xxxxx Common Shares will be deemed to have participated in the Arrangement Arrangement, as of the Effective Time, on the same basis as a non-dissenting Primero Shareholder holder of Xxxxx Common Shares and will be entitled to receive Northgate Shares on only the same basis as every other non-dissenting Primero Shareholder; consideration contemplated in §3.1(b) hereof that such holder would have received pursuant to the Arrangement if such holder had not exercised Dissent Procedures, but further provided that in no case will Primero Hawthorne, Hawthorne Subco, Xxxxx or Northgate any other person be required to recognize such persons Dissenting Shareholder as holding Primero a holder of Xxxxx Common Shares on or after the Effective Datetime that is immediately prior to the Amalgamation, and the names of Dissenting Shareholders will be deleted from the central securities register as holders of Xxxxx Common Shares at the time that is immediately prior to the Amalgamation. 5.2 Immediately prior to the Amalgamation, each Xxxxx Debenture and Common Share in respect of which Dissent Procedures have been exercised and in respect of which §5.1 (ca) If a Primero Shareholder exercises applies will be cancelled with the Corporation being obliged to pay therefor the amount determined to be payable as set forth in §5.1 above. 5.3 Xxxxx Debentureholders may exercise Dissent Procedures with respect to Xxxxx Debentures in connection with the Arrangement, provided that, notwithstanding the Dissent RightProcedures, Northgate will the written objection to the special resolution to approve the Arrangement contemplated by section 242 of the BCBCA is received by Xxxxx not later than 5:00 p.m. (Vancouver time) on the Effective Date set aside a number of Northgate Shares which is attributable under the Arrangement Business Day immediately prior to the Primero Shares for which Dissent Rights have been exercised. If date of the dissenting Primero Shareholder is Xxxxx Debentureholder Meeting and provided further that holders who exercise such rights of dissent and who: (a) are ultimately not entitled to be paid by Primero fair value for their Dissenting SharesXxxxx Debentures, they which fair value, notwithstanding anything to the contrary contained in Division 2 of Part 8 of the BCBCA, will be determined as of the close of business on the day before the Final Order becomes effective, will be paid an amount equal to such fair value by the Corporation; and (b) are ultimately not entitled, for any reason, to be paid fair value for their Xxxxx Debentures will be deemed to have participated in the Arrangement Arrangement, as of the Effective Time, on the same basis as the a non-dissenting Primero Shareholders holder of Xxxxx Debentures and Northgate will distribute to such Primero Shareholder the Northgate Shares that the Primero Shareholder is be entitled to receive only the consideration contemplated in §3.1(d) hereof that such holder would have received pursuant to the terms Arrangement if such holder had not exercised Dissent Procedures, but further provided that in no case will Hawthorne, Hawthorne Subco, Xxxxx or any other person be required to recognize Dissenting Shareholder as a holder of Xxxxx Debentures after the Arrangement. If a Primero Shareholder duly complies with time that is immediately prior to the Dissent Procedures Amalgamation, and the names of Dissenting Shareholders will be deleted from the central securities register as holders of Xxxxx Debentures at the time that is ultimately entitled immediately prior to be paid by Primero for their Dissenting Sharesthe Amalgamation. 5.4 Immediately prior to the Amalgamation, Primero will pay the amount to be paid each Xxxxx Debenture in respect of which Dissent Procedures have been exercised and in respect of which §5.3 (a) applies will be cancelled with the Dissenting SharesCorporation being obliged to pay therefor the amount determined to be payable as set forth in §5.3 above.

Dissent Procedures. (a) Dissent Procedures for Holders of Primero Xxxxx Common Shares 5.1 A holder of Xxxxx Common Shares may exercise Dissent Procedures with respect to Primero Xxxxx Common Shares in connection with the Arrangement, provided that, notwithstanding the Dissent Procedures, the written objection to the special resolution to approve the Arrangement contemplated by Section section 242 of the BCBCA must is received by Xxxxx not later than 5:00 p.m. (Vancouver time) on the Business Day immediately prior to the date of the Xxxxx Shareholder Meeting and provided further that each such holder who exercises Dissent Procedures and who is ultimately: (a) entitled to be sent paid fair value for the holder’s Xxxxx Common Shares, (which fair value, notwithstanding anything to Primero by holders who wish to dissent at least two days the contrary contained in Division 2 of Part 8 of the BCBCA, will be determined as of the close of business on the day before the Primero Meeting or any date Final Order becomes effective), will be paid an amount equal to which such fair value by the Primero Meeting may be postponed or adjourned.Corporation; and (b) Holders of Primero Shares who duly exercise Dissent Rights with respect to their Primero Shares (“Dissenting Shares”) and who: (i) are ultimately entitled not entitled, for any reason, to be paid by Primero (using funds held by Primero at the Effective Time) the fair value for their Dissenting the holder’s Xxxxx Common Shares will be deemed to have transferred their Dissenting Shares to Primero free and clear of all encumbrances immediately before the Effective Date; or (ii) for any reason are ultimately not entitled to be paid by Primero for their Dissenting Shares, will be deemed to have participated in the Arrangement Arrangement, as of the Effective Time, on the same basis as a non-dissenting Primero Shareholder holder of Xxxxx Common Shares and will be entitled to receive Northgate Shares on only the same basis as every other non-dissenting Primero Shareholder; consideration contemplated in §3.1(a) hereof that such holder would have received pursuant to the Arrangement if such holder had not exercised Dissent Procedures, but further provided that in no case will Primero Hawthorne, Hawthorne Subco, Xxxxx or Northgate any other person be required to recognize such persons Dissenting Shareholder as holding Primero a holder of Xxxxx Common Shares on or after the Effective Datetime that is immediately prior to the Amalgamation, and the names of Dissenting Shareholders will be deleted from the central securities register as holders of Xxxxx Common Shares at the time that is immediately prior to the Amalgamation. (c) If a Primero Shareholder exercises the Dissent Right, Northgate will on the Effective Date set aside a number of Northgate Shares which is attributable under the Arrangement 5.2 Immediately prior to the Primero Shares for which Dissent Rights have been exercised. If the dissenting Primero Shareholder is ultimately not entitled to be paid by Primero for their Dissenting SharesAmalgamation, they will be deemed to have participated in the Arrangement on the same basis as the non-dissenting Primero Shareholders and Northgate will distribute to such Primero Shareholder the Northgate Shares that the Primero Shareholder is entitled to receive pursuant to the terms of the Arrangement. If a Primero Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid by Primero for their Dissenting Shares, Primero will pay the amount to be paid each Xxxxx Common Share in respect of which Dissent Procedures have been exercised and in respect of which §5.1 (a) applies will be cancelled with the Dissenting SharesCorporation being obliged to pay therefor the amount determined to be payable as set forth in §5.1 above.

Dissent Procedures. (a) Holders of Primero Barytex Common Shares may exercise dissent rights (“Dissent Procedures Rights”) conferred by the Barytex Interim Order and this Barytex Plan of Arrangement with respect to Primero Barytex Common Shares in connection with the Barytex Arrangement, provided that, notwithstanding the Dissent Procedures, the written objection to the special resolution to approve the Barytex Arrangement contemplated by Section 242 of the BCBCA must be sent to Primero Barytex by holders who wish to dissent at least two days before the Primero Barytex Meeting or any date to which the Primero Barytex Meeting may be postponed or adjourned. (b) Holders of Primero Shares adjourned and provided further that holders who duly exercise such Dissent Rights with respect to their Primero Shares (“Dissenting Shares”) and who: (ia) are ultimately entitled to be paid by Primero (using funds held by Primero at the Effective Time) the fair value for their Dissenting Shares will Barytex Common Shares, which fair value shall be deemed to have transferred their Dissenting Shares to Primero free and clear the fair value of all encumbrances such shares immediately before the Effective Datepassing by the holders of the Barytex Common Shares of the resolution approving the Barytex Arrangement, shall be paid an amount equal to such fair value by IMA; orand (iib) for any reason are ultimately not entitled entitled, for any reason, to be paid by Primero fair value for their Dissenting Shares, will Barytex Common Shares shall be deemed to have participated in the Arrangement Barytex Arrangement, as of the Effective Time, on the same basis as a non-dissenting Primero Shareholder holder of Barytex Common Shares and will shall be entitled to receive Northgate Shares on only the same basis as every other non-dissenting Primero Shareholder; consideration contemplated in Section 3.1(b) that such holder would have received pursuant to the Barytex Arrangement if such holder had not exercised Dissent Procedures, but further provided that in no case will Primero shall IMA, Barytex or Northgate any other Person be required to recognize such persons holders of Barytex Common Shares who exercise Dissent Rights as holding Primero holders of Barytex Common Shares on or after the Effective Date. (c) If a Primero Shareholder exercises the Dissent Right, Northgate will on time that is immediately prior to the Effective Date set aside a number Time, and the names of Northgate such holders of Barytex Common Shares which is attributable under the Arrangement to the Primero Shares for which Dissent Rights have been exercised. If the dissenting Primero Shareholder is ultimately not entitled to be paid by Primero for their Dissenting Shares, they will be deemed to have participated in the Arrangement on the same basis as the non-dissenting Primero Shareholders and Northgate will distribute to such Primero Shareholder the Northgate Shares that the Primero Shareholder is entitled to receive pursuant to the terms of the Arrangement. If a Primero Shareholder duly complies with the who exercise Dissent Procedures and is ultimately entitled to shall be paid by Primero for their Dissenting Shares, Primero will pay deleted from the amount to be paid in respect central securities register as holders of Barytex Common Shares at the Dissenting SharesEffective Time.

Dissent Procedures. (a) Holders Dissent Procedures 3.1 Registered holders of Primero NWT Common Shares may exercise Dissent Procedures with respect to Primero NWT Common Shares in connection with the Arrangement, provided that, notwithstanding the Dissent Procedures, the written objection to the special resolution to approve the Arrangement contemplated by Section 242 of the BCBCA NWT Resolution must be sent to Primero NWT by registered holders of NWT Common Shares who wish to dissent at least two days before the Primero NWT Meeting or any date to which the Primero NWT Meeting may be postponed or adjourned. (b) Holders adjourned and provided further that holders who exercise such rights of Primero Shares who duly exercise Dissent Rights with respect to their Primero Shares (“Dissenting Shares”) dissent and who: (ia) are ultimately entitled to be paid by Primero (using funds held by Primero at the Effective Time) the fair value for their Dissenting Shares will NWT Common Shares, which fair value shall be deemed to have transferred their Dissenting Shares to Primero free and clear the fair value of all encumbrances such shares immediately before the Effective Datepassing of the NWT Resolution, shall be paid an amount equal to such fair value by NWT solely out of NWT's own funds; orand (iib) for any reason are ultimately not entitled entitled, for any reason, to be paid by Primero fair value for their Dissenting Shares, will NWT Common Shares shall be deemed to have participated in the Arrangement Arrangement, as of the Effective Time, on the same basis as a non-dissenting Primero Shareholder holder of NWT Common Shares and will shall be entitled to receive Northgate Shares on only the same basis consideration contemplated in Section 2.1 hereof, as every other non-dissenting Primero Shareholder; the case may be, that such holder would have received pursuant to the Arrangement if such holder had not exercised Dissent Procedures, but further provided that in no case will Primero shall Nu-Mex, NWT or Northgate any other person be required to recognize such persons holders of NWT Common Shares who exercise Dissent Procedures as holding Primero holders of NWT Common Shares on or after the Effective Date. (c) If a Primero Shareholder exercises the Dissent Right, Northgate will on time that is immediately prior to the Effective Date set aside a number Time, and the names of Northgate such holders of NWT Common Shares which is attributable under who exercise Dissent Procedures shall be deleted from the Arrangement to the Primero Shares for which Dissent Rights have been exercised. If the dissenting Primero Shareholder is ultimately not entitled to be paid by Primero for their Dissenting central securities register as holders of NWT Common Shares, they will be deemed to have participated in the Arrangement on the same basis as the non-dissenting Primero Shareholders and Northgate will distribute to such Primero Shareholder case may be, at the Northgate Shares that the Primero Shareholder is entitled to receive pursuant to the terms of the Arrangement. If a Primero Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid by Primero for their Dissenting Shares, Primero will pay the amount to be paid in respect of the Dissenting SharesEffective Time.

Dissent Procedures. (a) Holders of Primero Kobex Common Shares may exercise dissent rights (“Dissent Rights”) conferred by the Kobex Interim Order and this Kobex Plan of Arrangement. Dissent Procedures with respect to Primero Kobex Common Shares in connection with the Kobex Arrangement, provided that, notwithstanding the Dissent Procedures, the written objection to the special resolution to approve the Kobex Arrangement contemplated by Section 242 of the BCBCA must be sent to Primero Kobex by holders who wish to dissent at least two days before the Primero Kobex Meeting or any date to which the Primero Kobex Meeting may be postponed or adjourned. (b) Holders of Primero Shares adjourned and provided further that holders who duly exercise such Dissent Rights with respect to their Primero Shares (“Dissenting Shares”) and who: (ia) are ultimately entitled to be paid by Primero (using funds held by Primero at the Effective Time) the fair value for their Dissenting Shares will Kobex Common Shares, which fair value shall be deemed to have transferred their Dissenting Shares to Primero free and clear the fair value of all encumbrances such shares immediately before the Effective Datepassing by the holders of the Kobex Common Shares of the resolution approving the Kobex Arrangement, shall be paid an amount equal to such fair value by IMA; orand (iib) for any reason are ultimately not entitled entitled, for any reason, to be paid by Primero fair value for their Dissenting Shares, will Kobex Common Shares shall be deemed to have participated in the Arrangement Kobex Arrangement, as of the Effective Time, on the same basis as a non-dissenting Primero Shareholder holder of Kobex Common Shares and will shall be entitled to receive Northgate Shares on only the same basis as every other non-dissenting Primero Shareholder; consideration contemplated in Section 3.1(b) that such holder would have received pursuant to the Kobex Arrangement if such holder had not exercised Dissent Procedures, but further provided that in no case will Primero shall IMA, Kobex or Northgate any other Person be required to recognize such persons holders of Kobex Common Shares who exercise Dissent Rights as holding Primero holders of Kobex Common Shares on or after the Effective Date. (c) If a Primero Shareholder exercises the Dissent Right, Northgate will on time that is immediately prior to the Effective Date set aside a number Time, and the names of Northgate such holders of Kobex Common Shares which is attributable under the Arrangement to the Primero Shares for which Dissent Rights have been exercised. If the dissenting Primero Shareholder is ultimately not entitled to be paid by Primero for their Dissenting Shares, they will be deemed to have participated in the Arrangement on the same basis as the non-dissenting Primero Shareholders and Northgate will distribute to such Primero Shareholder the Northgate Shares that the Primero Shareholder is entitled to receive pursuant to the terms of the Arrangement. If a Primero Shareholder duly complies with the who exercise Dissent Procedures and is ultimately entitled to shall be paid by Primero for their Dissenting Shares, Primero will pay deleted from the amount to be paid in respect central securities register as holders of Kobex Common Shares at the Dissenting SharesEffective Time.