HGM Corp together with Xxxxx, Balfour and XxxXxxxxxxx, in their capacities as directors of HGM Corp. and on behalf of HGM Corp., hereby undertake and agree to take all steps and to do all things reasonably necessary and appropriate to obtain the approval of the HGM Corp. shareholders to the Special Resolution.
HGM Corp together with Xxxxx, Balfour and XxxXxxxxxxx, in their capacities as directors of HGM Corp. and on behalf of HGM Corp., hereby agree that, pursuant to section 30l(3)(a) of the Business Corporations Act (British Columbia), the closing of the Asset Purchase Agreement prior to obtaining the approval of the Special Resolution by the HGM Corp. shareholders will not be invalid for that reason and hereby undertake not to assert, or assist others in asserting, that the completion of the transactions contemplated by the Asset Purchase Agreement are invalid as a result of the absence of the approval of the Special Resolution by the HGM Corp. shareholders prior to the closing of the Asset Purchase Agreement.
HGM Corp together with Xxxxx, Xxxxxxx and XxxXxxxxxxx, in their capacities as directors of HGM Corp, and on behalf of HGM Corp., hereby agrees that, upon HGM Corp. obtaining the shareholder approval contemplated in paragraph 4 above, it shall cause its British Columbia counsel to deliver a legal opinion to counsel for Xxxxxx Xxxxx and Wits Basin substantially in the form attached hereto as Schedule “A” in connection with the closing of the Asset Purchase. Agreement.
HGM Corp intends to seek shareholder ratification and approval of the Asset Purchase Agreement and the transactions contemplated thereby, from the HGM Corp. shareholders subsequent to the closing of the Asset Purchase Agreement.
