Common use of Issuance of Offered Securities and Top-up Shares Clause in Contracts

Issuance of Offered Securities and Top-up Shares. (a) If the Company receives an Exercise Notice from the Investor within the Notice Period, then the Company shall, subject to: (i) the receipt and continued effectiveness of all required approvals (including the approval(s) of the TSX and any other stock exchange on which the Common Shares are then listed and/or traded and any required approvals under Canadian Securities Laws and any shareholder approval required under Applicable Laws), which approvals the Company shall use all commercially reasonable efforts to promptly obtain (including by applying for any necessary price protection confirmations, seeking shareholder approval (if required) in the manner described below, and using its commercially reasonable efforts to cause management and each member of the Board to vote their Common Shares and any shares of the Company entitled to vote in the matter and all votes received by proxy in favour of the issuance of the Offered Securities or the Top-up Shares, as applicable, to the Investor); and (ii) the completion of the relevant Offering, if applicable, issue to the Investor or its nominee, against payment of the subscription price payable in respect thereof, that number of Offered Securities or Top-Up Shares, as applicable, set out in the Exercise Notice. (b) The parties agree that the issuance of any Offered Securities to the Investor pursuant to this Section 3.5 shall occur concurrently with the completion of the associated Offering, provided that if shareholder approval is sought pursuant to Section 3.5(c), the issuance of any Offered Securities to the Investor requiring such approval shall occur as soon as reasonably practicable following the meeting of shareholders. (c) If the Company is required by the Exchange or otherwise under Applicable Laws to seek shareholder approval for the issuance of the Offered Securities or the Top-up Shares, as applicable, to the Investor or its nominee, then the Company shall, in its sole discretion, either: (i) terminate the Offering, or (ii) call and hold a meeting of its shareholders to consider the issuance of the Offered Securities or the Top-up Shares, as applicable, to the Investor as soon as reasonably practicable, and in any event such meeting shall be held within 75 days after the date that the Company is first advised by the TSX or other applicable Governmental Authority that it will require shareholder approval, in which case the Company shall recommend approval of the issuance of the Offered Securities or the Top-up Shares, as applicable, to the Investor and solicit proxies in support thereof.

Issuance of Offered Securities and Top-up Shares. (a) The Company agrees to take any and all commercially reasonable steps as are required to facilitate the rights of the Investor set forth in this ARTICLE 3, including: (i) undertaking a private placement or directed offering of Offered Securities to the Investor as part of or concurrently with such Offering; (ii) if required, increasing the size of the Offering to satisfy its obligations to the Investor pursuant to Sections 3.2 and 3.4; and (iii) undertaking a private placement of Top-up Shares to the Investor, in each case, subject to compliance with applicable law and obtaining any regulatory or other approvals required by applicable law or the Exchange. (b) If the Company receives an Exercise Notice from the Investor within the Notice PeriodInvestor, then the Company shall, subject to: (i) the receipt and continued effectiveness of shall use its commercially reasonable efforts to obtain all required approvals (including the approval(s) of the TSX and any other stock exchange on which the Common Shares are then listed and/or traded Exchange and any required approvals under Canadian Securities Laws and and, subject to Section 3.5(c), any shareholder Shareholder approval required under Applicable Laws)applicable law, which approvals the Company shall use all commercially reasonable efforts to promptly obtain (including by applying for any necessary price protection confirmations, seeking shareholder approval (if required) in the manner described below, and using its commercially reasonable efforts to cause management and each member of the Board to vote their Common Shares and any shares of the Company entitled to vote in on the matter and all votes received by proxy granting discretion to the proxy holder in favour of the issuance of the Offered Securities or the Top-up Shares, as applicable, to the Investor); and (ii) the completion of the relevant Offering, if applicable, in order to issue to the Investor or its nomineeInvestor, against payment of the subscription price payable in respect thereofthereof (as determined pursuant to Section 3.6(a) or 3.6(b), as applicable), that number of Common Shares or other Offered Securities or Top-Up SharesSecurities, as applicable, set out forth in the Exercise Notice. (b) The parties agree that the issuance of any Offered Securities to the Investor pursuant to this Section 3.5 shall occur concurrently with the completion of the associated Offering, provided that if shareholder approval is sought pursuant to Section 3.5(c), the issuance of any Offered Securities to the Investor requiring such approval shall occur as soon as reasonably practicable following the meeting of shareholders.. 11 (c) If the Company is required by the Exchange or otherwise under Applicable Laws applicable law to seek shareholder Shareholder approval for the issuance of the Offered Securities or the Top-up Shares, as applicable, to the Investor or its nomineeInvestor, then the Company shall, in its sole discretion, either: (i) terminate the Offering, or (ii) call and hold a meeting of its shareholders Shareholders to consider the issuance of the Offered Securities or the Top-up Shares, as applicable, to the Investor as soon as reasonably practicable, and in any event such meeting shall be held within 75 90 days after the date that the Company is first advised by the TSX Exchange or other applicable Governmental Authority Entity that it will require shareholder Shareholder approval, in which case the Company shall ; and (ii) recommend approval of the issuance of the Offered Securities or the Top-up Shares, as applicable, to the Investor and shall solicit proxies in support thereof. The Investor shall have a reasonable advance right to review and provide comments on all materials to be provided to the Shareholders in connection with such meeting, and the Company shall give reasonable consideration to all such comments made and shall incorporate all comments that relate to or refer to the Investor, to the extent commercially reasonable. (d) If the purchase and sale of any Offered Securities or Top-up Shares, as applicable, to the Investor is delayed as a result of the need to obtain Exchange, Shareholder or any other approval: (i) such sale shall be completed within five Business Days of receipt of the last of the required approvals; and (ii) any decrease in the percentage ownership interest of the Investor occurring between the time of the delivery of the Offering Notice or Top-up Notice and the issuance of Offered Securities or Top-up Shares, as applicable, to the Investor pursuant to its Exercise Notice shall be disregarded for all purposes of this Agreement and, notwithstanding any other provision of this Agreement, the percentage ownership interest of the Investor shall be deemed to be unchanged until the Offered Securities or Top-up Shares, as applicable, subscribed by the Investor in its Exercise Notice have been issued and sold to the Investor.

Issuance of Offered Securities and Top-up Shares. (a) The Corporation agrees to take any and all commercially reasonable steps as are required to facilitate the rights of the Investor set forth in this Article 4, including: (i) undertaking a private placement or directed offering of Offered Securities to the Investor as part of such Offering or Issuance; (ii) if required, increasing the size of the Offering or Issuance to satisfy its obligations to the Investor pursuant to Sections 4.2 through 4.4, inclusive, and its obligations to each of Xxxxxxx and Teck pursuant to the Existing Participation Rights; and (iii) undertaking a private placement of Top-up Shares to the Investor, in each case, subject to obtaining any regulatory or other approvals required by applicable law or the TSX and any other stock exchange on which the Common Shares are then listed and/or traded. (b) If the Company Corporation receives an Exercise Notice from the Investor within the Notice Period, then the Company shall, subject to: (i) the receipt and continued effectiveness of Corporation shall use its commercially reasonable efforts to obtain all required approvals (including the approval(s) of the TSX and any other stock exchange on which the Common Shares are then listed and/or traded and any required approvals under Canadian Securities Laws and and, subject to Section 4.5(c), any shareholder Shareholder approval required under Applicable Laws)applicable law, which approvals the Company shall use all commercially reasonable efforts to promptly obtain (including by applying for any necessary price protection confirmations, seeking shareholder approval (if required) in the manner described below, and using its commercially reasonable efforts to cause management and each member of the Board to vote their Common Shares and any shares of the Company Corporation entitled to vote in on the matter and all votes received by proxy in favour of the issuance of the Offered Securities or the Top-up Shares, as applicable, to the Investor); and (ii) the completion of the relevant Offering, if applicable, in order to issue to the Investor or its nomineeInvestor, against payment of the subscription price payable in respect thereofthereof (as determined pursuant to Section 4.6(a) or 4.6(b), as applicable), that number of Common Shares or other Offered Securities or Top-Up SharesSecurities, as applicable, set out forth in the Exercise Notice. (b) The parties agree that the issuance of any Offered Securities to the Investor pursuant to this Section 3.5 shall occur concurrently with the completion of the associated Offering, provided that if shareholder approval is sought pursuant to Section 3.5(c), the issuance of any Offered Securities to the Investor requiring such approval shall occur as soon as reasonably practicable following the meeting of shareholders. (c) If the Company Corporation is required by the Exchange TSX or otherwise under Applicable Laws applicable law to seek shareholder Shareholder approval for the issuance of the Offered Securities or the Top-up Shares, as applicable, to the Investor or its nomineeInvestor, then the Company Corporation shall, in its sole discretion, either: (i) terminate the Offering, or (ii) call and hold a meeting of its shareholders Shareholders to consider the issuance of the Offered Securities or the Top-up Shares, as applicable, to the Investor as soon as reasonably practicable, and in any event such meeting shall be held within 75 60 days after the date that the Company Corporation is first advised by the TSX or other applicable Governmental Authority Entity that ​ ​ it will require shareholder Shareholder approval, in which case the Company shall ; and (ii) recommend approval of the issuance of the Offered Securities or the Top-up Shares, as applicable, to the Investor and shall solicit proxies in support thereof. The Investor shall have a reasonable advance right to review and provide comments on all materials to be provided to the Shareholders in connection with such meeting, and the Corporation shall give reasonable consideration to all such comments made and shall incorporate all comments that relate to or refer to the Investor, to the extent commercially reasonable. (d) If the purchase and sale of any Offered Securities or Top-up Shares, as applicable, to the Investor is delayed as a result of the need to obtain TSX, Shareholder or any other approval: (i) such sale shall be completed within five Business Days of receipt of the last of such required approvals; and (ii) any decrease in the percentage ownership interest of the Investor occurring between the time of the delivery of the Offering Notice or Top-up Notice and the issuance of Offered Securities or Top-up Shares, as applicable, to the Investor pursuant to its Exercise Notice shall be disregarded for all purposes of this Agreement and, notwithstanding any other provision of this Agreement, the percentage ownership interest of the Investor shall be deemed to be unchanged until the Offered Securities or Top-up Shares, as applicable, subscribed by the Investor in its Exercise Notice have been issued and sold to the Investor.

Issuance of Offered Securities and Top-up Shares. (a) The Company agrees to take any and all commercially reasonable steps as are required to facilitate the rights of the Investor set forth in this ARTICLE 3, including: (i) undertaking a private placement or directed offering of Offered Securities to the Investor as part of or concurrently with such Offering; (ii) if required, increasing the size of the Offering to satisfy its obligations to the Investor pursuant to Sections 3.2 and 3.4; and (iii) undertaking a private placement of Top-up Shares to the Investor, in each case, subject to compliance with applicable law and obtaining any regulatory or other approvals required by applicable law or the Exchange. (b) If the Company receives an Exercise Notice from the Investor within the Notice PeriodInvestor, then the Company shall, subject to: (i) the receipt and continued effectiveness of shall use its commercially reasonable efforts to obtain all required approvals (including the approval(s) of the TSX and any other stock exchange on which the Common Shares are then listed and/or traded Exchange and any required approvals under Canadian Securities Laws and and, subject to Section 3.5(c), any shareholder Shareholder approval required under Applicable Laws)applicable law, which approvals the Company shall use all commercially reasonable efforts to promptly obtain (including by applying for any necessary price protection confirmations, seeking shareholder approval (if required) in the manner described below, and using its commercially reasonable efforts to cause management and each member of the Board to vote their Common Shares and any shares of the Company entitled to vote in on the matter and all votes received by proxy granting discretion to the proxy holder in favour of the issuance of the Offered Securities or the Top-up Shares, as applicable, to the Investor); and (ii) the completion of the relevant Offering, if applicable, in order to issue to the Investor or its nomineeInvestor, against payment of the subscription price payable in respect thereofthereof (as determined pursuant to Section 3.6(a) or 3.6(b), as applicable), that number of Common Shares or other Offered Securities or Top-Up SharesSecurities, as applicable, set out forth in the Exercise Notice. (b) The parties agree that the issuance of any Offered Securities to the Investor pursuant to this Section 3.5 shall occur concurrently with the completion of the associated Offering, provided that if shareholder approval is sought pursuant to Section 3.5(c), the issuance of any Offered Securities to the Investor requiring such approval shall occur as soon as reasonably practicable following the meeting of shareholders. (c) If the Company is required by the Exchange or otherwise under Applicable Laws applicable law to seek shareholder Shareholder approval for the issuance of the Offered Securities or the Top-up Shares, as applicable, to the Investor or its nomineeInvestor, then the Company shall, in its sole discretion, either: (i) terminate the Offering, or (ii) call and hold a meeting of its shareholders Shareholders to consider the issuance of the Offered Securities or the Top-up Shares, as applicable, to the Investor as soon as reasonably practicable, and in any event such meeting shall be held within 75 90 days after the date that the Company is first advised by the TSX Exchange or other applicable Governmental Authority Entity that it will require shareholder Shareholder approval, in which case the Company shall ; and (ii) recommend approval of the issuance of the Offered Securities or the Top-up Shares, as applicable, to the Investor and shall solicit proxies in support thereof. The Investor shall have a reasonable advance right to review and provide comments on all materials to be provided to the Shareholders in connection with such meeting, and the Company shall give reasonable consideration to all such comments made and shall incorporate all comments that relate to or refer to the Investor, to the extent commercially reasonable. (d) If the purchase and sale of any Offered Securities or Top-up Shares, as applicable, to the Investor is delayed as a result of the need to obtain Exchange, Shareholder or any other approval: (i) such sale shall be completed within five Business Days of receipt of the last of the required approvals; and (ii) any decrease in the percentage ownership interest of the Investor occurring between the time of the delivery of the Offering Notice or Top-up Notice and the issuance of Offered Securities or Top-up Shares, as applicable, to the Investor pursuant to its Exercise Notice shall be disregarded for all purposes of this Agreement and, notwithstanding any other provision of this Agreement, the percentage ownership interest of the Investor shall be deemed to be unchanged until the Offered Securities or Top-up Shares, as applicable, subscribed by the Investor in its Exercise Notice have been issued and sold to the Investor.

Issuance of Offered Securities and Top-up Shares. (a) The Corporation agrees to take any and all commercially reasonable steps as are required to facilitate the rights of each of the Investors set forth in this Article 4, including: (i) undertaking a private placement or directed offering of Offered Securities to an Investor as part of such Offering; (ii) if required, increasing the size of the Offering to satisfy its obligations to the applicable Investor pursuant to Sections 4.2 through 4.4, inclusive; and (iii) undertaking a private placement of Top-up Shares to an Investor, in each case, subject to obtaining any regulatory or other approvals required by applicable Laws or Stock Exchange Rules. (b) If the Company Corporation receives an Exercise Notice from the an Investor within the Notice Period, then the Company shall, subject to: (i) the receipt and continued effectiveness of Corporation shall use its commercially reasonable efforts to obtain all required approvals (including the any approval(s) of the TSX and any other stock exchange on which the Common Shares are then listed and/or traded and any required approvals under Canadian pursuant to Stock Exchange Rules, Applicable Securities Laws and or other applicable Laws and, subject to Section 4.5(c), any shareholder Shareholder approval required under Applicable Laws)thereunder, which approvals the Company shall use all commercially reasonable efforts to promptly obtain (including by applying for any necessary price protection confirmations, seeking shareholder approval (if required) in the manner described below, and using its commercially reasonable efforts to cause management and each member of the Board to vote their Common Shares and any shares of the Company Corporation entitled to vote in on the matter and all votes received by proxy in favour of the issuance of the Offered Securities or the Top-up Shares, as applicable, to the such Investor); and (ii) the completion of the relevant Offering, if applicable, in order to issue to the Investor or its nomineesuch Investor, against payment of the subscription price payable in respect thereofthereof (as determined pursuant to Section 4.6(a) or 4.6(b), as applicable), that number of Offered Securities or Top-Up up Shares, as applicable, set out forth in the Exercise Notice. (b) The parties agree that the issuance of any Offered Securities to the Investor pursuant to this Section 3.5 shall occur concurrently with the completion of the associated Offering, provided that if shareholder approval is sought pursuant to Section 3.5(c), the issuance of any Offered Securities to the Investor requiring such approval shall occur as soon as reasonably practicable following the meeting of shareholders. (c) If the Company Corporation is required by the Stock Exchange Rules, Applicable Securities Laws or otherwise under Applicable applicable Laws to seek shareholder Shareholder approval for the issuance of all or a portion of the Offered Securities or the Top-up Shares, as applicable, to the Investor or its nomineeInvestor, then the Company Corporation shall, in its sole discretion, either: (i) terminate complete the Offeringissuance of that portion, if any, of the Offered Securities or Top-up Shares which may be issued without prior Shareholder approval, as applicable, to the Investors in accordance with the terms of Article 4 (provided that such issuance shall be made on a pro rata basis to the Investors based on their respective Ownership Percentages at the relevant time, if applicable); (ii) call and hold a meeting of its shareholders to consider cause the issuance of the balance of the Offered Securities or the Top-up Shares, as applicable, to the Investor as soon as reasonably practicable, Investors to be included on the agenda and in any event such meeting shall be held within 75 days after voted upon by Shareholders at the date that the Company is first advised by the TSX or other applicable Governmental Authority that it will require Corporation’s next shareholder approval, in which case the Company shall meeting; and (iii) recommend approval of the issuance of the Offered Securities or the Top-up Shares, as applicable, which are subject to Shareholder approval to the applicable Investor and shall solicit proxies in support thereof. Each of the Investors shall have a reasonable advance right to review and provide comments on all materials to be provided to the Shareholders in connection with such meeting, and the Corporation shall give reasonable consideration to all such comments made and shall incorporate all comments that relate to or refer to such Investor, to the extent commercially reasonable. (d) Notwithstanding any other provision of this Agreement, to the extent that the Corporation shall have determined in good faith, after obtaining the advice of external legal counsel, that it is prohibited under Applicable Securities Laws from offering or issuing Top-up Shares to an Investor as a result of the existence of material undisclosed information relating to the Corporation or a regularly scheduled quarterly blackout period that shall not exceed a period commencing on the date following a financial quarter end and ending on the date that is two trading days following release of the relevant quarterly financial statements (a “Blackout Period”), the Corporation may delay compliance with the deadlines to give notice of or complete the issuance of Top-up Shares; provided that it complies with the alternative procedures set out in this Section 4.5(d) and Section 4.6(b). If the commencement or completion of a Top-up Offering is delayed as a result of a Blackout Period, the Corporation shall deliver to the Investors: (i) prompt written notice that a Top-up Offering has been triggered but is delayed as a result of a Blackout Period, including details of the commencement and termination date (if known) of such Blackout Period, and (ii) no more than five Business Days following the end of such Blackout Period, written notice that the Blackout Period has ended or the relevant Top-up Notice, to the extent not previously delivered as a result of the Blackout Period. Following delivery to the Investors of the notice contemplated by Section 4.5(d)(i), an Investor shall not be entitled to deliver an Exercise Notice in respect of any previously delivered Top-up Notice, in which case the Investor shall be entitled to deliver its Exercise Notice within five Business Days of receipt of the notice delivered by the Corporation pursuant to Section 4.5(d)(ii) at the end of the relevant Blackout Period. Where an Exercise Notice is delivered prior to the commencement of a Blackout Period, the relevant Top-up Shares shall be issued to the Investor no more than 10 Business Days following the end of the intervening Blackout Period. (e) If the purchase and sale of all or a portion of any Offered Securities or Top-up Shares, as applicable, to an Investor is delayed as a result of a Blackout Period, or the need to obtain any approval under Stock Exchange Rules, Shareholder approval or any other approval: (i) the sale of the portion (if any) of any Offered Securities or Top-up Shares, as applicable, for which any such approval is either not required or has been obtained shall be completed in accordance with the other applicable provisions of this Article 4; (ii) the sale of the remainder of the Offered Securities or the Top-up Shares, as applicable, shall be completed within 10 Business Days of receipt of the last of such required approvals or expiry of the Blackout Period, if applicable, or to the extent that an Exercise Notice has not previously been delivered in respect of such Offered Securities or Top-up Shares, within 10 Business Days of the delivery of such Exercise Notice; and (iii) any decrease in the Ownership Percentage of such Investor occurring in connection with the events giving rise to the requirement of the Corporation to deliver an Offering Notice or Top-up Notice and the issuance of Offered Securities or Top-up Shares, as applicable, to such Investor shall be disregarded for all purposes of this Agreement and, notwithstanding any other provision of this Agreement, the Ownership Percentage of such Investor shall be deemed to be unchanged until the Offered Securities or Top-up Shares, as applicable, have been issued and sold to such Investor.

Issuance of Offered Securities and Top-up Shares. (a) If the Company receives an Exercise Notice from the Investor within the Notice Period, then the Company shall, subject to: (i) the receipt and continued effectiveness of all required approvals (including the approval(s) of the TSX and any other stock exchange on which the Common Shares are then listed and/or traded Exchange and any required approvals under Canadian Securities Laws and any shareholder approval required under Applicable Laws), which approvals the Company shall use all commercially reasonable efforts to promptly obtain (including by applying for any necessary price protection confirmations, seeking shareholder approval (if required) in the manner described below, and using its commercially reasonable efforts to cause management and each member of the Board to vote their Common Shares and any shares of the Company entitled to vote in the matter and all votes received by proxy in favour of the issuance of the Offered Securities or the Top-up Shares, as applicable, to the Investor); and (ii) the completion of the relevant Offering, if applicable, issue to the Investor or its nominee, against payment of the subscription price payable in respect thereof, that number of Offered Securities or Top-Up Shares, as applicable, set out in the Exercise Notice. (b) The parties agree that the issuance of any Offered Securities to the Investor pursuant to this Section 3.5 shall occur concurrently with the completion of the associated Offering, provided that if shareholder approval is sought pursuant to Section 3.5(c), the issuance of any Offered Securities to the Investor requiring such approval shall occur as soon as reasonably practicable following the meeting of shareholders. (c) If the Company is required by the Exchange or otherwise under Applicable Laws to seek shareholder approval for the issuance of the Offered Securities or the Top-up Shares, as applicable, to the Investor or its nominee, then the Company shall, in its sole discretion, either: (i) terminate the Offering, or (ii) call and hold a meeting of its shareholders to consider the issuance of the Offered Securities or the Top-up Shares, as applicable, to the Investor as soon as reasonably practicable, and in any event such meeting shall be held within 75 days after the date that the Company is first advised by the TSX Exchange or other applicable Governmental Authority that it will require shareholder approval, in which case the Company shall ; and (ii) recommend approval of the issuance of the Offered Securities or the Top-up Shares, as applicable, to the Investor and solicit proxies in support thereof.