Common use of No Conflict; Required Filings and Consent Clause in Contracts

No Conflict; Required Filings and Consent. The execution and delivery by Bullion of this Agreement and the performance by it of its obligations hereunder and the completion of the Merger will not violate, conflict with or result in a breach of any provision of the organizational documents of Bullion or those of any of its Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Bullion Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license or permit to which Bullion or any of its Subsidiaries is a party or by which Bullion or any of its Subsidiaries is bound; or (ii) any Law to which Bullion or any of its Subsidiaries is subject or by which Bullion or any of its Subsidiaries is bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license or permit, or result in the imposition of any Lien upon any of Bullion’s assets or the assets of any of its Subsidiaries. Other than the Shareholder Approval and those listed on Schedule 4.1(c) to the Bullion Disclosure Letter, no Authorization, consent or approval of, or filing with, any other Person is necessary on the part of Bullion for the consummation by Bullion of its obligations in connection with the Merger under this Agreement or for the completion of the Merger not to cause or result in any loss of any rights or assets or any interest therein held by Bullion or any of its Subsidiaries in any properties, except for: (i) the filing of the Articles of Merger with the State of Utah; (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement; (iii) such consents as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended or (B) any other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement; (iv) such consents as may be required under applicable state securities or “blue sky” Laws and the securities Laws of any foreign country; (v) the other consents of Governmental Authorities listed in Schedule 4.1(c) of the Bullion Disclosure Letter; and (vi) such other consents which if not obtained or made would not reasonably be expected to have, individually or in the aggregate, a Bullion Material Adverse Effect.

No Conflict; Required Filings and Consent. The execution and delivery by Bullion Primero of this Agreement and the performance by it of its obligations covenants hereunder and the completion of the Merger Transaction will not violate, conflict with or result in a breach of any provision of the organizational constating documents of Bullion or those of any of its SubsidiariesPrimero, and except for Required Consents and Approvals or as would not, individually or in the aggregate, have or reasonably be expected to have a Bullion Primero Material Adverse Effect, Effect will not: (ai) violate, conflict with or result in a breach of: of (iA) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license licence or permit to which Bullion or any of its Subsidiaries Primero is a party party, or by which Bullion or any of its Subsidiaries it is bound; bound or (iiB) any Law to which Bullion or any of its Subsidiaries Primero is subject or by which Bullion or any of its Subsidiaries it is bound; (bii) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permitpermit that relates to any of the Purchased Assets; or (ciii) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contractContract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permit, or result in the imposition of any Lien encumbrance, charge or lien upon any of Bullion’s assets or the assets of any of its SubsidiariesPurchased Assets. Other than the Shareholder Approval Required Consents and those listed on Approvals disclosed in Schedule 4.1(c) to the Bullion Disclosure LetterH, no Authorization, consent or approval of, or filing with, any Governmental Entity or other Person authority is necessary on the part of Bullion Primero for the consummation completion by Bullion it of its obligations in connection with the Merger under this Agreement or for the completion of the Merger not to Transaction that would cause or result in any loss of any rights or assets or any interest therein held by Bullion or any of its Subsidiaries in any propertiesPrimero, except for: (i) for such Authorizations, consents, approvals and filings as to which the filing of the Articles of Merger with the State of Utah; (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement; (iii) such consents as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended failure to obtain or (B) any other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement; (iv) such consents as may be required under applicable state securities or “blue sky” Laws and the securities Laws of any foreign country; (v) the other consents of Governmental Authorities listed in Schedule 4.1(c) of the Bullion Disclosure Letter; and (vi) such other consents which if not obtained or made make would not reasonably be expected to havenot, individually or in the aggregate, a Bullion Material Adverse Effectprevent or materially delay completion of the Transaction.

No Conflict; Required Filings and Consent. (i) The execution and delivery by Bullion Parent of this Agreement and the performance by it of its obligations hereunder pursuant to this Agreement and the completion of the Merger Arrangement will not not, subject to receipt of the Regulatory Approvals, violate, conflict with or result in a breach of of: (A) any provision of the articles of incorporation, by-laws or other organizational documents of Bullion or those of any of its SubsidiariesParent, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Bullion Parent Material Adverse Effect, will not: ; (a) violate, conflict with or result in a breach of: (iB) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license instrument or permit Authorization to which Bullion Parent or any of its Subsidiaries is a party or by which Bullion Parent or any of its Subsidiaries is bound, except as would not, individually or in the aggregate, have or reasonably be expected to have a Parent Material Adverse Effect; or or (iiC) any Law to which Bullion Parent or any of its Subsidiaries is subject or by which Bullion Parent or any of its Subsidiaries is bound; (b) give rise to any right of termination, except as would not, individually or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license or permit, or result in the imposition of any Lien upon any of Bullion’s assets aggregate, have or the assets of any of its Subsidiaries. reasonably be expected to have a Parent Material Adverse Effect; (ii) Other than the Shareholder Approval Regulatory Approvals, compliance with any applicable Securities Laws, stock exchange rules and those listed on Schedule 4.1(c) to policies, the Bullion Disclosure LetterInterim Order, the Final Order, and the filing of the Certificate of Arrangement and Articles of Arrangement, no Authorization, consent or approval Authorization of, or filing with, any other Person Governmental Entity is necessary on the part of Bullion Parent or any of its Subsidiaries for the consummation by Bullion Parent of its obligations in connection with the Merger Arrangement under this Agreement or for the completion of the Merger not to cause or result in any loss of any rights or assets or any interest therein held by Bullion or any of its Subsidiaries in any properties, except for: (i) the filing of the Articles of Merger with the State of Utah; (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act as may be required in connection with this Agreement, except for such Authorizations and filings as to which the Merger and the other transactions contemplated by this Agreement; (iii) such consents as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended failure to obtain or (B) any other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement; (iv) such consents as may be required under applicable state securities or “blue sky” Laws and the securities Laws of any foreign country; (v) the other consents of Governmental Authorities listed in Schedule 4.1(c) of the Bullion Disclosure Letter; and (vi) such other consents which if not obtained or made make would not reasonably be expected to havenot, individually or in the aggregate, result in a Bullion Parent Material Adverse Effect.

No Conflict; Required Filings and Consent. The Subject to the receipt of the approvals set out in this Section (5) and except as set forth in the Company Disclosure Letter, the execution and delivery by Bullion the Company of this Agreement and the performance by it of its obligations hereunder and the completion of the Merger transactions contemplated hereby, do not and will not violate, conflict with or not: (a) result in a violation, contravention or breach of or constitute a default under, or entitle any Person to terminate, accelerate, modify or call any obligations or rights under, require any consent to be obtained under or give rise to any termination rights under any provision of, (i) the articles, by-laws or other constating documents of the organizational documents Company or any of Bullion the Company Subsidiaries; (ii) any Law to which the Company or those of any of its SubsidiariesSubsidiaries is subject or by which the Company or any of its Subsidiaries is bound, or any of their respective properties or assets, subject to compliance with the matters in Section (6) below and except as would not, individually or in the aggregate, have or reasonably be expected to have a Bullion Material Adverse Effect, will not: ; or (a) violate, conflict with or result in a breach of: (iiii) any agreement, contract, indenture, deed of trust, mortgage, bond, instrumentContract, Authorization, license Company Material Contract or permit other Contract to which Bullion the Company or any of its the Company Subsidiaries is a party bound or by is subject or of which Bullion the Company or any of its the Company Subsidiaries is bound; the beneficiary except as would not, individually or (ii) any Law to which Bullion or any of its Subsidiaries is subject or by which Bullion or any of its Subsidiaries is bound; in the aggregate, have a Material Adverse Effect; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license or permit; or (c) give rise to any rights of first refusal or refusal, rights of first offer, trigger any change in of control or influence provisions or any other restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license or permitlimitation, or result in the imposition of require any Lien upon any of Bullion’s assets or the assets of any of its Subsidiaries. Other than the Shareholder Approval and those listed on Schedule 4.1(c) to the Bullion Disclosure Letter, no Authorization, consent or approval ofto be obtained or notice to be given or other action by any Person under, any Company Material Contract; (c) give rise to any right of termination or acceleration, or filing withallow any Person to exercise any rights, any other Person is necessary on the part of Bullion for the consummation by Bullion of its obligations in connection with the Merger under this Agreement constitute a default under, or for the completion of the Merger not to cause or result in give rise to, or permit the termination, cancellation, suspension, acceleration, penalty or payment obligation or right to purchase or sale under, or other change of any right or obligation or the loss of any rights or assets benefit to which the Company or any interest therein held by Bullion Company Subsidiary is entitled, under any Company Material Contract to which the Company or any of its the Company Subsidiaries in is a party or to which it or any propertiesof their respective properties or assets are bound, except for: (i) the filing of the Articles of Merger with the State of Utah; (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement; (iii) such consents as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended or (B) any other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement; (iv) such consents as may be required under applicable state securities or “blue sky” Laws and the securities Laws of any foreign country; (v) the other consents of Governmental Authorities listed in Schedule 4.1(c) of the Bullion Disclosure Letter; and (vi) such other consents which if not obtained or made would not reasonably be expected to havenot, individually or in the aggregate, have a Bullion Material Adverse Effect; (d) result in the imposition of any Encumbrance upon any of the property or assets of the Company or any of the Company Subsidiaries or give any Person the right to acquire any of the Company’s or any of the Company Subsidiaries’ assets, or restrict, hinder, impair or limit the ability of the Company or any of the Company Subsidiaries to conduct the business of the Company or any of the Company Subsidiaries as and where it is now being conducted which would, individually or in the aggregate, have a Material Adverse Effect on the Company; or (e) except as disclosed in the Company Disclosure Letter, result in or accelerate the time for payment or vesting of, or increase the amount of, any severance, unemployment compensation, “golden parachute”, bonus, termination payments or similar payments becoming due to any employee, director or officer of the Company or any of the Company Subsidiaries or increase any benefits otherwise payable under any Company Benefit Plan or result in the acceleration of the time of payment or vesting of any benefits thereunder.

No Conflict; Required Filings and Consent. The execution and delivery by Bullion the Company of this Agreement and the performance by it of its obligations hereunder pursuant to this Agreement and the completion of the Merger Arrangement will not not: (i) subject to receipt of the Regulatory Approvals, violate, conflict with or result in a breach of of: (A) any provision of the articles, by-laws or other organizational documents of Bullion or those of any of its Subsidiariesthe Company, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Bullion Company Material Adverse Effect, will not: ; (a) violate, conflict with or result in a breach of: (iB) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license or permit Authorization to which Bullion the Company or any of its Subsidiaries is a party or by which Bullion the Company or any of its Subsidiaries is bound, except as would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect; or or (iiC) any Law to which Bullion the Company or any of its Subsidiaries is subject or by which Bullion Parent or any of its Subsidiaries is bound; , except as would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect; (bii) cause a suspension or revocation of an authorization for (A) a Designated Licence or (B) except as would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect, any other consent, approval, licence or Permit currently in effect; (iii) subject to receipt of the Regulatory Approvals, give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrumentinstrument or Authorization to which the Company or any of its Subsidiaries is a party, license except as would not, individually or permitin the aggregate, have or reasonably be expected to have a Company Material Adverse Effect; or or (civ) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions provision or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license instrument or permitAuthorization, or result in the imposition of any Lien upon any of Bullion’s the Company's assets or the assets of any of its Subsidiaries, except as would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect. Other than the Shareholder Approval Regulatory Approvals, compliance with any applicable Securities Laws, stock exchange rules and those listed on Schedule 4.1(c) to policies, the Bullion Disclosure LetterInterim Order, the Final Order and the filing of the Articles of Arrangement, no Authorization, consent or approval Authorization of, or filing with, any other Person Governmental Entity is necessary on the part of Bullion the Company or any of its Subsidiaries for the consummation by Bullion the Company of its obligations in connection with the Merger Arrangement under this Agreement or for the completion of the Merger Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Bullion the Company or any of its Subsidiaries in under any propertiesof its Authorizations, except for: (i) for such Authorizations and filings as to which the filing of the Articles of Merger with the State of Utah; (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement; (iii) such consents as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended failure to obtain or (B) any other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement; (iv) such consents as may be required under applicable state securities or “blue sky” Laws and the securities Laws of any foreign country; (v) the other consents of Governmental Authorities listed in Schedule 4.1(c) of the Bullion Disclosure Letter; and (vi) such other consents which if not obtained or made make would not reasonably be expected to havenot, individually or in the aggregate, result in a Bullion Company Material Adverse Effect.

No Conflict; Required Filings and Consent. The execution and delivery by Bullion each of Eurasian and Merger Sub of this Agreement and the performance by it them of its their respective obligations hereunder and the completion of the Merger will not violate, conflict with or result in a breach of any provision of the organizational documents of Bullion Eurasian or those of any of its Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Bullion Eurasian Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license or permit to which Bullion Eurasian or any of its Subsidiaries is a party or by which Bullion Eurasian or any of its Subsidiaries is bound; or (ii) any Law to which Bullion Eurasian or any of its Subsidiaries is subject or by which Bullion Eurasian or any of its Subsidiaries is bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license or permit, or result in the imposition of any Lien upon any of BullionEurasian’s assets or the assets of any of its Subsidiaries. Other than the Shareholder Approval and those listed on Schedule 4.1(c4.3(c) to the Bullion Eurasian Disclosure Letter, no Authorization, consent or approval of, or filing with, any other Person is necessary on the part of Bullion Eurasian or Merger Sub for the consummation by Bullion Eurasian and Merger Sub of its their respective obligations in connection with the Merger under this Agreement or for the completion of the Merger not to cause or result in any loss of any rights or assets or any interest therein held by Bullion Eurasian or Merger Sub or any of its Subsidiaries in any properties, except for: (i) the filing of the Articles of Merger with the State of Utah; (ii) the filing of the Proxy Registration Statement with the SEC in accordance with the Exchange Securities Act, and such reports under the Exchange Act applicable securities laws as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement; (iii) such consents as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended or (B) any other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement; (iv) such consents as may be required under applicable state securities or “blue sky” Laws and the securities Laws of any foreign country; (v) the other consents of Governmental Authorities listed in Schedule 4.1(c4.3(c) of the Bullion Eurasian Disclosure Letter; and (vi) such other consents which if not obtained or made would not reasonably be expected to have, individually or in the aggregate, a Bullion Eurasian Material Adverse Effect.

No Conflict; Required Filings and Consent. (a) The execution and delivery by Bullion of this Agreement by each of the Parent Companies does not, and the performance by it of its obligations hereunder and the completion consummation of the Merger transactions contemplated hereby will not violate, (i) conflict with or result violate the charter or bylaws, or the equivalent organizational documents, in a breach each case as amended or restated, of any provision of the organizational documents of Bullion Parent or those of any of its SubsidiariesParent's subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Bullion Material Adverse Effect, will not: (aii) violate, conflict with or violate any Laws applicable to Parent or any of Parent's subsidiaries or by which any of their properties is bound or subject, or (iii) result in any breach of or constitute a breach default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of: (i) , or result in the creation of a lien or encumbrance on any agreementof the properties or assets of Parent or any of Parent's subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, indentureagreement, deed of trustlease, mortgagelicense, bondpermit, instrument, Authorization, license franchise or permit other instrument or obligation to which Bullion Parent or any of its Subsidiaries Parent's subsidiaries is a party or by or to which Bullion Parent or any of its Subsidiaries is bound; or (ii) any Law to which Bullion Parent's subsidiaries or any of its Subsidiaries their respective properties is subject bound or by which Bullion or any of its Subsidiaries is bound; subject. (b) give rise The execution and delivery of this Agreement by each of the Parent Companies does not, and the consummation of the transactions contemplated hereby will not, require any of the Parent Companies to obtain any right of terminationconsent, or the acceleration of any indebtednesslicense, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license or permit, approval, waiver, authorization or result in the imposition of any Lien upon any of Bullion’s assets or the assets of any of its Subsidiaries. Other than the Shareholder Approval and those listed on Schedule 4.1(c) to the Bullion Disclosure Letter, no Authorization, consent or approval order of, or to make any filing withwith or notification to, any other Person is necessary on the part of Bullion Governmental Entities, except for the consummation by Bullion of its obligations in connection with the Merger under this Agreement or for the completion applicable requirements, if any, of the Merger not to cause or result in any loss of any rights or assets or any interest therein held by Bullion or any of its Subsidiaries in any properties, except for: (i) HSR Act and the Securities and Exchange Commission and the New York and Pacific Stock Exchanges and the filing and recordation of the Articles of Merger with the State of Utah; (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act appropriate merger documents as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement; (iii) such consents as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended or (B) any other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement; (iv) such consents as may be required under applicable state securities or “blue sky” Laws and the securities Laws of any foreign country; (v) the other consents of Governmental Authorities listed in Schedule 4.1(c) of the Bullion Disclosure Letter; and (vi) such other consents which if not obtained or made would not reasonably be expected to have, individually or in the aggregate, a Bullion Material Adverse EffectVSCA.

No Conflict; Required Filings and Consent. The execution and delivery by Bullion the Company of this Agreement and the performance by it of its obligations hereunder pursuant to this Agreement and the completion of the Merger Arrangement will not not: (i) subject to receipt of the Regulatory Approvals, violate, conflict with or result in a breach of of: (A) any provision of the articles, by-laws or other organizational documents of Bullion or those of any of its Subsidiariesthe Company, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Bullion Company Material Adverse Effect, will not: ; (a) violate, conflict with or result in a breach of: (iB) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license or permit Authorization to which Bullion the Company or any of its Subsidiaries is a party or by which Bullion the Company or any of its Subsidiaries is bound, except as would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect; or or (iiC) any Law to which Bullion the Company or any of its Subsidiaries is subject or by which Bullion Parent or any of its Subsidiaries is bound; , except as would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect; (bii) cause a suspension or revocation of an authorization for (A) a Designated Licence or (B) except as would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect, any other consent, approval, licence or Permit currently in effect; (iii) subject to receipt of the Regulatory Approvals, give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrumentinstrument or Authorization to which the Company or any of its Subsidiaries is a party, license except as would not, individually or permitin the aggregate, have or reasonably be expected to have a Company Material Adverse Effect; or or (civ) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions provision or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license instrument or permitAuthorization, or result in the imposition of any Lien upon any of Bullionthe Company’s assets or the assets of any of its Subsidiaries, except as would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect. Other than the Shareholder Approval Regulatory Approvals, compliance with any applicable Securities Laws, stock exchange rules and those listed on Schedule 4.1(c) to policies, the Bullion Disclosure LetterInterim Order, the Final Order and the filing of the Articles of Arrangement, no Authorization, consent or approval Authorization of, or filing with, any other Person Governmental Entity is necessary on the part of Bullion the Company or any of its Subsidiaries for the consummation by Bullion the Company of its obligations in connection with the Merger Arrangement under this Agreement or for the completion of the Merger Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Bullion the Company or any of its Subsidiaries in under any propertiesof its Authorizations, except for: (i) for such Authorizations and filings as to which the filing of the Articles of Merger with the State of Utah; (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement; (iii) such consents as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended failure to obtain or (B) any other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement; (iv) such consents as may be required under applicable state securities or “blue sky” Laws and the securities Laws of any foreign country; (v) the other consents of Governmental Authorities listed in Schedule 4.1(c) of the Bullion Disclosure Letter; and (vi) such other consents which if not obtained or made make would not reasonably be expected to havenot, individually or in the aggregate, result in a Bullion Company Material Adverse Effect.

No Conflict; Required Filings and Consent. The execution and delivery by Bullion Instadose of this Agreement and the performance by it of its obligations hereunder and the completion of the Merger Arrangement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition): (i) violate, conflict with with, or result in a breach of of: (A) any provision of the organizational notice of articles, articles, by-laws or other constating documents of Bullion Instadose or those of any of its Subsidiaries; (B) any Material Contract or Authorization to which Instadose or any of its Subsidiaries is a party or by which Instadose or any of its Subsidiaries is bound, except as would not, individually or in the aggregate, have or reasonably be expected to have an Instadose Material Adverse Effect; or (C) any Law to which Instadose or any of its Subsidiaries is subject or by which Instadose or any of its Subsidiaries is bound, subject to receipt of the Regulatory Approvals and except as would not, individually or in the aggregate, have or reasonably be expected to have a Bullion an Instadose Material Adverse Effect, will not: ; (aii) violate, conflict with or result in a breach of: (i) the creation or imposition of any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license or permit to which Bullion Encumbrance on the Instadose Shares or any of its Subsidiaries is a party or by which Bullion or any of its Subsidiaries is bound; or (ii) any Law to which Bullion or any of its Subsidiaries is subject or by which Bullion or any of its Subsidiaries is bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license or permit, or result in the imposition of any Lien upon any of Bullion’s assets or the assets of Instadose; (iii) give any Person the right to acquire any of Instadose’s assets; or (iv) limit the ability of Instadose to conduct its Subsidiariesbusiness as and where it is currently being conducted. Other than Subject to obtaining the Shareholder Approval Regulatory Approvals, the Interim Order and those listed on Schedule 4.1(c) to the Bullion Disclosure LetterFinal Order, no Authorization, consent or approval Authorization of, or filing other action by or in respect of, or filing, recording, registering or publication with, or notification to, any other Person Governmental Entity is necessary on the part of Bullion Instadose or any of its Subsidiaries for the consummation by Bullion Instadose of its obligations in connection with the Merger Arrangement under this Agreement or for the completion of the Merger not to cause or result in any loss of any rights or assets or any interest therein held by Bullion or any of its Subsidiaries in any propertiesArrangement, except for: (i) for filings under the filing of the Articles of Merger with the State of Utah; (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, BCBCA and applicable Securities laws and such reports under Authorizations and filings as to which the Exchange Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement; (iii) such consents as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended failure to obtain or (B) any other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement; (iv) such consents as may be required under applicable state securities or “blue sky” Laws and the securities Laws of any foreign country; (v) the other consents of Governmental Authorities listed in Schedule 4.1(c) of the Bullion Disclosure Letter; and (vi) such other consents which if not obtained or made make would not reasonably be expected to havenot, individually or in the aggregate, a Bullion have or reasonably be expected to have an Instadose Material Adverse Effect.

No Conflict; Required Filings and Consent. The execution and delivery by Bullion the Company of this Agreement and the performance by it of its obligations hereunder and the completion of the Merger transactions contemplated by this Agreement will not violate, conflict with or result in a breach of any provision of the organizational constating documents of Bullion or those of any of its Subsidiariesthe Company, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Bullion Company Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorizationauthorization, license licence or permit to which Bullion or any of its Subsidiaries the Company is a party or by which Bullion or any of its Subsidiaries the Company is bound; or (ii) any Law law to which Bullion or any of its Subsidiaries the Company is subject or by which Bullion or any of its Subsidiaries the Company is bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorizationauthorization, deed of trust, mortgage, bond, instrument, license licence or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorizationauthorization, deed of trust, mortgage, bond, instrument, license licence or permit, or result in the imposition of any Lien encumbrance, charge or lien upon any of Bullionthe Company’s assets or the assets of any of its Subsidiariesassets. Other than the Shareholder Approval and those listed on Schedule 4.1(c) to the Bullion Disclosure Letter, no AuthorizationNo authorization, consent or approval of, or filing with, any Governmental Entity or any court or other Person authority is necessary on the part of Bullion the Company for the consummation by Bullion the Company of its obligations in connection with the Merger under transactions contemplated by this Agreement or for the completion of the Merger transactions contemplated by this Agreement not to cause or result in any loss of any rights or assets or any interest therein held by Bullion or any of its Subsidiaries the Company in any material properties, except for: (i) for such authorizations, consents, approvals and filings as to which the filing of the Articles of Merger with the State of Utah; (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement; (iii) such consents as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended failure to obtain or (B) any other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement; (iv) such consents as may be required under applicable state securities or “blue sky” Laws and the securities Laws of any foreign country; (v) the other consents of Governmental Authorities listed in Schedule 4.1(c) of the Bullion Disclosure Letter; and (vi) such other consents which if not obtained or made make would not reasonably be expected to havenot, individually or in the aggregate, a Bullion Material Adverse Effectprevent or materially delay consummation of the transactions contemplated by this Agreement.

No Conflict; Required Filings and Consent. The execution and delivery by Bullion GCC of this Agreement and the performance by it of its obligations hereunder and the completion of the Merger Arrangement will not violate, conflict with or result in a breach of any provision of the organizational constating documents of Bullion GCC or those of any of its Subsidiaries, and will not: (i) violate, conflict with or result in a breach of: (A) any Contract, indenture, deed of trust, mortgage, bond, instrument or Authorization to which GCC or any of its Subsidiaries is a party or by which GCC or any of its Subsidiaries is bound, except as would not, individually or in the aggregate, have or reasonably be expected to have a Bullion Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license or permit to which Bullion or any of its Subsidiaries is a party or by which Bullion or any of its Subsidiaries is boundEffect on GCC; or (iiB) any Law to which Bullion GCC or any of its Subsidiaries is subject or by which Bullion GCC or any of its Subsidiaries is bound; (bii) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contractContract, indenture, Authorization, deed of trust, mortgage, bond, instrumentinstrument or Authorization, license except as would not, individually or permitin the aggregate, have or reasonably be expected to have a Material Adverse Effect on GCC; or (ciii) except as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on GCC, give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contractContract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license instrument or permitAuthorization, or result in the imposition of any Lien upon any of Bullion’s assets GCC's or the assets of any of its Subsidiaries. Other than the Shareholder Approval and those listed on Schedule 4.1(c) to the Bullion Disclosure Letter, no Authorization, consent or approval of, or filing with, any other Person is necessary on the part of Bullion for the consummation by Bullion of its obligations in connection with the Merger under this Agreement or for the completion of the Merger not to cause or result in any loss of any rights or assets or any interest therein held by Bullion or any of its Subsidiaries in any properties, except for: (i) the filing of the Articles of Merger with the State of Utah; (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement; (iii) such consents as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended or (B) any other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement; (iv) such consents as may be required under applicable state securities or “blue sky” Laws and the securities Laws of any foreign country; (v) the other consents of Governmental Authorities listed in Schedule 4.1(c) of the Bullion Disclosure Letter; and (vi) such other consents which if not obtained or made would not reasonably be expected to have, individually or in the aggregate, a Bullion Material Adverse Effect.' assets;

No Conflict; Required Filings and Consent. (i) The execution and delivery by Bullion Xxxxxx of this Agreement and the performance by it of its obligations hereunder and the completion of the Merger Arrangement and the other transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or both, or the happening of any other event or condition): (A) violate, conflict with or result in a breach of any provision of of: (1) the organizational constating documents of Bullion Hudbay or those of any of its Subsidiaries; (2) any material Contract or Authorization to which Hudbay or any of its Subsidiaries is a party or by which Hudbay or any of its Subsidiaries is bound, except as would not, individually or in the aggregate, have a Hudbay Material Adverse Effect; or (3) any Law to which Hudbay or its Subsidiaries is subject or by which Hudbay or its Subsidiaries is bound, subject to receipt of the Competition Act Approval and except as would not, individually or in the aggregate, have or reasonably be expected to have a Bullion Hudbay Material Adverse Effect, will not: ; (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license or permit to which Bullion or any of its Subsidiaries is a party or by which Bullion or any of its Subsidiaries is bound; or (ii) any Law to which Bullion or any of its Subsidiaries is subject or by which Bullion or any of its Subsidiaries is bound; (bB) give rise to any right of termination, allow any Person to exercise any rights, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the acceleration loss of any indebtednessbenefit to which Hudbay is entitled, under any such agreementContract or Authorization to which Hudbay or any of its Subsidiaries is a party, contractexcept as would not, indentureindividually or in the aggregate, Authorization, deed of trust, mortgage, bond, instrument, license or permithave a Hudbay Material Adverse Effect; or or (cC) give rise to any rights of first refusal or rights of first offer, or trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Contract or Authorization, deed of trust, mortgage, bond, instrument, license or permit, or result in the imposition of any Lien (other than a Hudbay Permitted Lien) upon any of Bullion’s Hudbay's assets or the assets of any of its Subsidiaries. , except as would not, individually or in the aggregate, have a Hudbay Material Adverse Effect. (ii) Other than the Shareholder Approval Competition Act Approval, the rules and those listed on Schedule 4.1(c) to policies of the Bullion Disclosure LetterTSX and the NYSE, the Interim Order and the Final Order, no Authorization, consent or approval Authorization of, or filing other action by or in respect of, or filing, recording, registering or publication with, or notification to, any other Person Governmental Entity is necessary on the part of Bullion for the consummation by Bullion of its obligations in connection with the Merger under this Agreement or for the completion of the Merger not to cause or result in any loss of any rights or assets or any interest therein held by Bullion Hudbay or any of its Subsidiaries in any properties, except for: (i) order for Hudbay to proceed with the filing execution and delivery of this Agreement and the consummation of the Articles of Merger with the State of Utah; (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act as may be required in connection with this Agreement, the Merger Arrangement and the other transactions contemplated by this Agreement; (iii) such consents , except as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended or (B) any other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement; (iv) such consents as may be required under applicable state securities or “blue sky” Laws and the securities Laws of any foreign country; (v) the other consents of Governmental Authorities listed in Schedule 4.1(c) of the Bullion Disclosure Letter; and (vi) such other consents which if not obtained or made would not reasonably be expected to havenot, individually or in the aggregate, have a Bullion Hudbay Material Adverse Effect.

No Conflict; Required Filings and Consent. The execution and delivery by Bullion the Company of this Agreement and the performance by it of its obligations hereunder and the completion of the Merger will not violate, conflict with or result in a breach of any provision of the organizational documents of Bullion or those of any of its Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Bullion Material Adverse Effect, Offer will not: (a) violate, conflict with or result in a breach of any provision of: (i) the constating documents of the Company or those of any of its Material Subsidiaries; (ii) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license licence or permit to which Bullion the Company or any of its Material Subsidiaries is a party or by which Bullion the Company or any of its Material Subsidiaries is bound; or (iiiii) any Law to which Bullion the Company or any of its Material Subsidiaries is subject or by which Bullion the Company or any of its Material Subsidiaries is bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permit; or (c) give rise to any rights of first refusal or rights of first offerrefusal, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permit, or result in the imposition of any Lien encumbrance, charge or lien upon any of Bullionthe Company’s assets or the assets of any of its Material Subsidiaries, except as disclosed in Schedule 4.3 to the Company Disclosure Statement or as would not, individually or in the aggregate, have a Company Material Adverse Effect. Other than the Shareholder Approval in connection with or in compliance with applicable Laws and those listed on Schedule 4.1(c) to the Bullion Disclosure Letterpolicies, no Authorizationauthorization, consent or approval of, or filing with, any Governmental Entity or any court or other Person authority is necessary on the part of Bullion for the consummation by Bullion the Company of its obligations in connection with the Merger under this Agreement or for the completion of the Merger Offer not to cause or result in any loss of any rights or assets or any interest therein held by Bullion the Company or any of its Subsidiaries in any propertiesMaterial Subsidiaries, except for: (i) for such rights or assets or interest therein the filing loss of the Articles of Merger with the State of Utah; (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement; (iii) such consents as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended or (B) any other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement; (iv) such consents as may be required under applicable state securities or “blue sky” Laws and the securities Laws of any foreign country; (v) the other consents of Governmental Authorities listed in Schedule 4.1(c) of the Bullion Disclosure Letter; and (vi) such other consents which if not obtained or made would not reasonably be expected to havenot, individually or in the aggregate, have a Bullion Company Material Adverse Effect.

No Conflict; Required Filings and Consent. The execution and delivery by Bullion the Offeror of this Agreement and the performance by it the Offeror of its obligations hereunder and the completion of the Merger Acquisition (whether completed by way of Scheme or Offer) will not violate, conflict with or result in a breach of any provision of the organizational constating documents of Bullion the Offeror or those of any of its Subsidiariessubsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Bullion an Offeror Material Adverse Effect, will not: (ai) violate, conflict with or result in a breach of: (iA) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, AuthorizationClearances, license licence or permit to which Bullion the Offeror or any of its Subsidiaries subsidiaries is a party or by which Bullion the Offeror or any of its Subsidiaries subsidiaries is bound; or (iiB) any Law to which Bullion the Offeror or any of its Subsidiaries subsidiaries is subject or by which Bullion the Offeror or any of its Subsidiaries subsidiaries is bound; (bii) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, AuthorizationClearance, deed of trust, mortgage, bond, instrument, license licence or permit; or (ciii) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, AuthorizationClearance, deed of trust, mortgage, bond, instrument, license licence or permit, or result in the imposition of any Lien material lien upon any of Bullion’s assets or the assets of any of the Offeror or its Subsidiariessubsidiaries. Other than the Shareholder Approval and those listed on Schedule 4.1(c) to conditional listing approval of the Bullion Disclosure LetterTSX, no AuthorizationClearance, consent or approval of, or filing with, any other Person Authority is necessary on the part of Bullion the Offeror or any of its subsidiaries for the consummation by Bullion the Offeror of its obligations in connection with the Merger Acquisition under this Agreement or for the completion of the Merger Acquisition not to cause or result in any loss of any rights or assets or any interest therein held by Bullion the Offeror or those of any of its Subsidiaries subsidiaries in any material properties, except for: (i) for such Clearances, consents, approvals and filings as to which the filing of the Articles of Merger with the State of Utah; (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement; (iii) such consents as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended failure to obtain or (B) any other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement; (iv) such consents as may be required under applicable state securities or “blue sky” Laws and the securities Laws of any foreign country; (v) the other consents of Governmental Authorities listed in Schedule 4.1(c) of the Bullion Disclosure Letter; and (vi) such other consents which if not obtained or made make would not reasonably be expected to havenot, individually or in the aggregate, a Bullion Material Adverse Effectprevent or materially delay consummation of the Acquisition.

No Conflict; Required Filings and Consent. The execution and delivery by Bullion the Company of this Agreement and the performance by it the Company of its obligations hereunder and the completion of the Merger Acquisition (whether completed by way of Scheme or Offer) will not violate, conflict with or result in a breach of any provision of the organizational constating documents of Bullion the Company or those of any of its Subsidiariessubsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Bullion Company Material Adverse Effect, will not: (ai) violate, conflict with or result in a breach of: (iA) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, AuthorizationClearances, license licence or permit to which Bullion the Company or any of its Subsidiaries subsidiaries is a party or by which Bullion the Company or any of its Subsidiaries subsidiaries is bound; or (iiB) any Law to which Bullion the Company or any of its Subsidiaries subsidiaries is subject or by which Bullion the Company or any of its Subsidiaries subsidiaries is bound; (bii) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, AuthorizationClearance, deed of trust, mortgage, bond, instrument, license licence or permit; or (ciii) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, AuthorizationClearance, deed of trust, mortgage, bond, instrument, license licence or permit, or result in the imposition of any Lien material lien upon any of Bullion’s assets or the assets of any of the Company or its Subsidiariessubsidiaries. Other than the Shareholder Approval and those listed on Schedule 4.1(c) to the Bullion Disclosure LetterCourt Order, no AuthorizationClearance, consent or approval of, or filing with, any other Person Authority is necessary on the part of Bullion the Company or any of its subsidiaries for the consummation by Bullion the Company of its obligations in connection with the Merger Acquisition under this Agreement or for the completion of the Merger Acquisition not to cause or result in any loss of any rights or assets or any interest therein held by Bullion the Company or those of any of its Subsidiaries subsidiaries in any material properties, except for: (i) for such Clearances, consents, approvals and filings as to which the filing of the Articles of Merger with the State of Utah; (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement; (iii) such consents as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended failure to obtain or (B) any other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement; (iv) such consents as may be required under applicable state securities or “blue sky” Laws and the securities Laws of any foreign country; (v) the other consents of Governmental Authorities listed in Schedule 4.1(c) of the Bullion Disclosure Letter; and (vi) such other consents which if not obtained or made make would not reasonably be expected to havenot, individually or in the aggregate, a Bullion Material Adverse Effectprevent or materially delay consummation of the Acquisition.

No Conflict; Required Filings and Consent. The Subject to the receipt of the approvals set out in this Section (5), the execution and delivery by Bullion Triple Flag of this Agreement and the performance by it of its obligations hereunder and the completion of the Merger transactions contemplated hereby, do not and will not violate, conflict with or not: (a) result in a violation, contravention or breach of or constitute a default under, or entitle any Person to terminate, accelerate, modify or call any obligations or rights under, require any consent to be obtained under or give rise to any termination rights under any provision of: (i) the articles, by-laws or other constating documents of Triple Flag; (ii) any Law to which Triple Flag or any of the organizational documents of Bullion Triple Flag Subsidiaries is subject or those of by which Triple Flag or any of its Subsidiariesthe Triple Flag Subsidiaries is bound, or any of their respective properties or assets, subject to compliance with the matters in Section (6) below and except as would not, individually or in the aggregate, have or reasonably be expected to have a Bullion Material Adverse Effect, will not: ; (a) violate, conflict with or result in a breach of: (iiii) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license Triple Flag Material Contract or permit other Contract to which Bullion Triple Flag or any of its the Triple Flag Subsidiaries is a party bound or by is subject or of which Bullion Triple Flag or any of its the Triple Flag Subsidiaries is boundthe beneficiary, except as would not individually or in the aggregate, have a Material Adverse Effect; or (ii) any Law to which Bullion or any of its Subsidiaries is subject or by which Bullion or any of its Subsidiaries is bound; or (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license or permit; or (c) give rise to any rights of first refusal or refusal, rights of first offer, trigger any change in of control or influence provisions or any other restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license or permitlimitation, or result in the imposition of require any Lien upon any of Bullion’s assets or the assets of any of its Subsidiaries. Other than the Shareholder Approval and those listed on Schedule 4.1(c) to the Bullion Disclosure Letter, no Authorization, consent or approval ofto be obtained or notice to be given or other action by any Person under, any Triple Flag Material Contract; (c) give rise to any right of termination or acceleration, or filing withallow any Person to exercise any rights, any other Person is necessary on the part of Bullion for the consummation by Bullion of its obligations in connection with the Merger under this Agreement constitute a default under, or for the completion of the Merger not to cause or result in give rise to, or permit the termination, cancellation, suspension, acceleration, penalty or payment obligation or right to purchase or sale under, or other change of any right or obligation or the loss of any rights or assets benefit to which Triple Flag or any interest therein held by Bullion Triple Flag Subsidiary is entitled, under any Triple Flag Material Contract or Authorization to which Triple Flag or any of its the Triple Flag Subsidiaries in is a party or to which it or any propertiesof their respective properties or assets are bound, except for: (i) the filing of the Articles of Merger with the State of Utah; (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement; (iii) such consents as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended or (B) any other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement; (iv) such consents as may be required under applicable state securities or “blue sky” Laws and the securities Laws of any foreign country; (v) the other consents of Governmental Authorities listed in Schedule 4.1(c) of the Bullion Disclosure Letter; and (vi) such other consents which if not obtained or made would not reasonably be expected to havenot, individually or in the aggregate, have a Bullion Material Adverse Effect; (d) result in the imposition of any Encumbrance upon any of the property or assets of Triple Flag or any of Triple Flag Subsidiaries or give any Person the right to acquire any of Triple Flag’s or any of Triple Flag Subsidiaries’ assets, or restrict, hinder, impair or limit the ability of Triple Flag or any of Triple Flag Subsidiaries to conduct the business of Triple Flag or any of Triple Flag Subsidiaries as and where it is now being conducted which would, individually or in the aggregate, have a Material Adverse Effect on Triple Flag.

No Conflict; Required Filings and Consent. (1) The execution and delivery by Bullion of this Agreement by the Company does not, and the performance of this Agreement by it of its obligations hereunder the Company and the completion consummation of the Merger transactions contemplated hereby will not violatenot, (i) conflict with or violate the Certificate of Incorporation or By-laws of the Company or the equivalent organizational or governing documents of any Significant Subsidiary, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) of subsection (2) below have been obtained and all filings described in such clauses have been made, conflict with or violate any federal, foreign, state or provincial law, ordinance, rule, regulation, order, judgment, arbitral award or decree (collectively, "Laws") applicable to the Company or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, or (iii) result in any breach or violation of or constitute a breach default (or an event that with notice or lapse of any provision of time or both would become a default under), or impair the organizational documents of Bullion Company's or those of any of its Subsidiaries' rights or alter the rights or obligations of any third party under, and except as would notor give to others any rights of termination, individually amendment, acceleration or in the aggregatecancellation of, have or reasonably be expected to have a Bullion Material Adverse Effect, will not: (a) violate, conflict with or result in the creation of a breach of: (i) Lien on any agreementof the properties or assets of the Company or any of its Subsidiaries pursuant to, any note, bond, loan, mortgage, indenture, contract, indentureagreement, deed of trustlease, mortgagelicense, bondpermit, instrument, Authorization, license franchise or permit other instrument or obligation to which Bullion the Company or any of its Subsidiaries is a party or by which Bullion the Company or any of its Subsidiaries or its or any of their respective properties or assets is bound; bound or affected, except in any such case (A) with respect to clauses (ii) any Law to which Bullion or any of its Subsidiaries is subject or by which Bullion or any of its Subsidiaries is bound; and (b) give rise to any right of terminationiii), or the acceleration of any indebtedness, under for any such agreementconflicts, contractviolations, indenturebreaches, Authorization, deed of trust, mortgage, bond, instrument, license defaults or permit; other occurrences that do not individually or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license or permit, or result in the imposition aggregate, have a Material Adverse Effect or prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement and (B) with respect to clause (iii), as set forth in Section 3.4 of the Company Disclosure Schedule. (2) The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company will not, require any Lien upon any of Bullion’s assets consent, approval, authorization or the assets of any of its Subsidiaries. Other than the Shareholder Approval and those listed on Schedule 4.1(c) to the Bullion Disclosure Letter, no Authorization, consent or approval permit of, or filing withwith or notification to, any other Person is necessary on the part of Bullion federal, foreign, state or provincial governmental or regulatory authority (a "Governmental Entity") except for the consummation by Bullion of its obligations in connection with the Merger under this Agreement or for the completion of the Merger not to cause or result in any loss of any rights or assets or any interest therein held by Bullion or any of its Subsidiaries in any properties, except for: (A) (i) the filing with the Securities and Exchange Commission (the "SEC") of (x) a proxy statement relating to the Company Stockholder Approval (such proxy statement as amended or supplemented from time to time, the "Proxy Statement"), (y) the registration statement on Form S-4 to be filed by the Company in connection with the retention of Common Stock of the Articles of Company in the Merger with (the State of Utah; (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act"Form S-4"), and (z) such reports under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement, the Merger Agreement and the other transactions contemplated by this Agreementhereby; (iii) such consents as may be required under (Aii) the Xxxxpre-merger notification requirements of the Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), foreign anti-trust or other similar laws (Band the applicable rules and regulations under any of the foregoing), (iii) any other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect filing and recordation of monopolization or restraint of trade or significant impediments or lessening of competition or creation or strengthening of a dominant position through appropriate merger or acquisitionother documents as required by the DGCL, and by relevant authorities of other states in any case that are applicable which the Company is qualified to the transactions contemplated by this Agreementdo business; and (iv) such consents other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as may be required under applicable the state securities laws ("Blue Sky Laws") and (B) where the failure to obtain such consents, approvals, authorizations or “blue sky” Laws and the securities Laws of any foreign country; (v) the other consents of Governmental Authorities listed in Schedule 4.1(c) permits, or to make such filings or notifications, would not prevent or delay consummation of the Bullion Disclosure Letter; and (vi) such other consents which if not obtained Merger, or made otherwise prevent or delay the Company from performing its obligations under this Agreement, or would not reasonably be expected to have, individually or in the aggregate, otherwise have a Bullion Material Adverse Effect.

No Conflict; Required Filings and Consent. (i) The execution and delivery by Bullion the Company of this Agreement and the performance by it of its obligations hereunder and the completion of the Merger Arrangement and the other transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or both, or the happening of any other event or condition): (A) violate, conflict with or result in a breach of any provision of: (1) the constating documents of the organizational documents of Bullion Company or those of any of its Subsidiaries; (2) except as disclosed in Schedule 3.1(c)(i) of the Company Disclosure Letter, any Company Material Contract or Authorization to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound, except as would not, individually or in the aggregate, have a Company Material Adverse Effect; or (3) any Law to which the Company or its Subsidiaries is subject or by which the Company or its Subsidiaries is bound, subject to receipt of the Regulatory Approvals and except as would not, individually or in the aggregate, have or reasonably be expected to have a Bullion Company Material Adverse Effect; (B) except as disclosed in Schedule 3.1(c)(i) of the Company Disclosure Letter, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license or permit to which Bullion or any of its Subsidiaries is a party or by which Bullion or any of its Subsidiaries is bound; or (ii) any Law to which Bullion or any of its Subsidiaries is subject or by which Bullion or any of its Subsidiaries is bound; (b) give rise to any right of termination, allow any Person to exercise any rights, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the acceleration loss of any indebtednessbenefit to which the Company or any of its Subsidiaries is entitled, under any such agreementContract or Authorization to which the Company or any of its Subsidiaries is a party, contractexcept as would not, indentureindividually or in the aggregate, Authorization, deed of trust, mortgage, bond, instrument, license or permithave a Company Material Adverse Effect; or or (cC) give rise to any pre-emptive rights, including rights of first refusal or rights of first offer, or trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Contract or Authorization, deed of trust, mortgage, bond, instrument, license or permit, or result in the imposition of any Lien (other than a Company Permitted Lien) upon any of Bullionthe Company’s assets or the assets of any of its Subsidiaries. , except as would not, individually or in the aggregate, have a Company Material Adverse Effect. (ii) Other than the Shareholder Approval Regulatory Approvals, the rules and those listed on Schedule 4.1(c) to policies of the Bullion Disclosure LetterTSX and the NYSE American, as applicable, the Interim Order and the Final Order, no Authorization, consent or approval Authorization of, or filing other action by or in respect of, or filing, recording, registering or publication with, or notification to, any other Person Governmental Entity is necessary on the part of Bullion for the consummation by Bullion of its obligations in connection with the Merger under this Agreement or for the completion of the Merger not to cause or result in any loss of any rights or assets or any interest therein held by Bullion Company or any of its Subsidiaries in any properties, except for: (i) order for the filing Company to proceed with the execution and delivery of this Agreement and the consummation of the Articles of Merger with the State of Utah; (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act as may be required in connection with this Agreement, the Merger Arrangement and the other transactions contemplated by this Agreement; (iii) such consents , except as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended or (B) any other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement; (iv) such consents as may be required under applicable state securities or “blue sky” Laws and the securities Laws of any foreign country; (v) the other consents of Governmental Authorities listed in Schedule 4.1(c) of the Bullion Disclosure Letter; and (vi) such other consents which if not obtained or made would not reasonably be expected to havenot, individually or in the aggregate, a Bullion Material Adverse Effectnot prevent or materially delay the consummation of the Arrangement.

No Conflict; Required Filings and Consent. (i) The execution and delivery by Bullion each of the Parent and the Parent Canadian Sub of this Agreement and the performance by it of its obligations hereunder and the completion of the Merger Arrangement and the other transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or both, or the happening of any other event or condition): (A) violate, conflict with or result in a breach of any provision of: (1) the constating documents of the organizational documents of Bullion Parent or those of any of its Subsidiaries; (2) any Parent Material Contract or Authorization to which the Parent or any of its Subsidiaries is a party or by which the Parent or any of its Subsidiaries is bound, except as would not, individually or in the aggregate, have a Parent Material Adverse Effect; or (3) any Law to which the Parent or its Subsidiaries is subject or by which the Parent or its Subsidiaries is bound, subject to receipt of the Regulatory Approvals, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Bullion Parent Material Adverse Effect, will not: ; (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license or permit to which Bullion or any of its Subsidiaries is a party or by which Bullion or any of its Subsidiaries is bound; or (ii) any Law to which Bullion or any of its Subsidiaries is subject or by which Bullion or any of its Subsidiaries is bound; (bB) give rise to any right of termination, allow any Person to exercise any rights, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the acceleration loss of any indebtednessbenefit to which the Parent or any of its Subsidiaries is entitled, under any such agreementContract or Authorization to which the Parent or any of its Subsidiaries is a party, contractexcept as would not, indentureindividually or in the aggregate, Authorization, deed of trust, mortgage, bond, instrument, license or permithave a Parent Material Adverse Effect; or or (cC) give rise to any pre-emptive rights including rights of first refusal or rights of first offer, or trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Contract or Authorization, deed of trust, mortgage, bond, instrument, license or permit, or result in the imposition of any Lien (other than a Parent Permitted Lien) upon any of Bullionthe Parent’s assets or the assets of any of its Subsidiaries. , except as would not, individually or in the aggregate, have a Parent Material Adverse Effect. (ii) Other than the Shareholder Approval Regulatory Approvals, the rules and those listed on Schedule 4.1(c) to policies of the Bullion Disclosure LetterTSX, the NYSE and the NYSE American, the Interim Order and the Final Order, no Authorization, consent or approval Authorization of, or filing other action by or in respect of, or filing, recording, registering or publication with, or notification to, any other Person Governmental Entity is necessary on the part of Bullion for the consummation by Bullion of its obligations in connection with the Merger under this Agreement or for the completion of the Merger not to cause or result in any loss of any rights or assets or any interest therein held by Bullion Parent or any of its Subsidiaries in any properties, except for: (i) order for the filing Parent to proceed with the execution and delivery of this Agreement and the consummation of the Articles of Merger with the State of Utah; (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act as may be required in connection with this Agreement, the Merger Arrangement and the other transactions contemplated by this Agreement; (iii) such consents , except as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended or (B) any other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement; (iv) such consents as may be required under applicable state securities or “blue sky” Laws and the securities Laws of any foreign country; (v) the other consents of Governmental Authorities listed in Schedule 4.1(c) of the Bullion Disclosure Letter; and (vi) such other consents which if not obtained or made would not reasonably be expected to havenot, individually or in the aggregate, have a Bullion Parent Material Adverse Effect.

No Conflict; Required Filings and Consent. The Except as disclosed in the Company Disclosure Letter, the execution and delivery by Bullion the Company of this Agreement and the performance by it of its obligations covenants hereunder and the completion of the Merger Plan of Arrangement will not violate, conflict with or result in a breach of any provision of the organizational constating documents of Bullion the Company or those of any of its Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Bullion Material Adverse EffectEffect on the Company, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorizationauthorization, license licence or permit Permit to which Bullion the Company or any of its the Company’s Subsidiaries is a party or by which Bullion either or any of its the Company’s Subsidiaries is bound; or (ii) any Law to which Bullion the Company or any of its the Company’s Subsidiaries is subject or by which Bullion either or any of its the Company’s Subsidiaries is bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorizationauthorization, deed of trust, mortgage, bond, instrument, license licence or permitPermit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorizationauthorization, deed of trust, mortgage, bond, instrument, license licence or permitPermit, or result in the imposition of any Lien Encumbrance, charge or lien upon any of BullionCompany’s assets or the assets of any of its the Company’s Subsidiaries. Other than the Shareholder Approval Interim Order and those listed on Schedule 4.1(c) to the Bullion Disclosure LetterFinal Order, no Authorizationauthorization, consent or approval of, or filing with, any Governmental Entity or other Person authority is necessary on the part of Bullion the Company for the consummation by Bullion the Company of its obligations in connection with the Merger Plan of Arrangement under this Agreement or for the completion of the Merger Plan of Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Bullion the Company or any of its the Company’s Subsidiaries in any material properties, except for: (i) for such authorizations, consents, approvals and filings as to which the filing of the Articles of Merger with the State of Utah; (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement; (iii) such consents as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended failure to obtain or (B) any other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement; (iv) such consents as may be required under applicable state securities or “blue sky” Laws and the securities Laws of any foreign country; (v) the other consents of Governmental Authorities listed in Schedule 4.1(c) of the Bullion Disclosure Letter; and (vi) such other consents which if not obtained or made make would not reasonably be expected to havenot, individually or in the aggregate, a Bullion Material Adverse Effectprevent or materially delay consummation of the Plan of Arrangement.

No Conflict; Required Filings and Consent. (i) The execution and delivery by Bullion the Company of this Agreement and the performance by it of its obligations hereunder and the completion of the Merger Arrangement and the other transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or both, or the happening of any other event or condition): (A) violate, conflict with or result in a breach of any provision of: (1) the constating documents of the organizational documents of Bullion Company or those of any of its Subsidiaries; (2) any Material Contract or Authorization to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound, except as would not, individually or in the aggregate, have a Company Material Adverse Effect; or (3) any Law to which the Company or its Subsidiaries is subject or by which the Company or its Subsidiaries is bound, subject to receipt of the Competition Act Approval and except as would not, individually or in the aggregate, have or reasonably be expected to have a Bullion Company Material Adverse Effect; (B) except as disclosed in Schedule 3.1(c)(i)(B) of the Company Disclosure Letter, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license or permit to which Bullion or any of its Subsidiaries is a party or by which Bullion or any of its Subsidiaries is bound; or (ii) any Law to which Bullion or any of its Subsidiaries is subject or by which Bullion or any of its Subsidiaries is bound; (b) give rise to any right of termination, allow any Person to exercise any rights, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the acceleration loss of any indebtednessbenefit to which the Company is entitled, under any such agreementContract or Authorization to which the Company or any of its Subsidiaries is a party, contractexcept as would not, indentureindividually or in the aggregate, Authorization, deed of trust, mortgage, bond, instrument, license or permithave a Company Material Adverse Effect; or or (cC) give rise to any rights of first refusal or rights of first offer, or trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Contract or Authorization, deed of trust, mortgage, bond, instrument, license or permit, or result in the imposition of any Lien (other than a Company Permitted Lien) upon any of Bullion’s the Company's assets or the assets of any of its Subsidiaries. , except as would not, individually or in the aggregate, have a Company Material Adverse Effect. (ii) Other than the Shareholder Approval Competition Act Approval, the rules and those listed on Schedule 4.1(c) to policies of the Bullion Disclosure LetterTSX and the ASX, the Interim Order and the Final Order, no Authorization, consent or approval Authorization of, or filing other action by or in respect of, or filing, recording, registering or publication with, or notification to, any other Person Governmental Entity is necessary on the part of Bullion for the consummation by Bullion of its obligations in connection with the Merger under this Agreement or for the completion of the Merger not to cause or result in any loss of any rights or assets or any interest therein held by Bullion Company or any of its Subsidiaries in any properties, except for: (i) order for the filing Company to proceed with the execution and delivery of this Agreement and the consummation of the Articles of Merger with the State of Utah; (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act as may be required in connection with this Agreement, the Merger Arrangement and the other transactions contemplated by this Agreement; (iii) such consents , except as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended or (B) any other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement; (iv) such consents as may be required under applicable state securities or “blue sky” Laws and the securities Laws of any foreign country; (v) the other consents of Governmental Authorities listed in Schedule 4.1(c) of the Bullion Disclosure Letter; and (vi) such other consents which if not obtained or made would not reasonably be expected to havenot, individually or in the aggregate, have a Bullion Company Material Adverse Effect.

No Conflict; Required Filings and Consent. The execution and delivery by Bullion CNM of this Agreement and the performance by it of its obligations hereunder and the completion of the Merger Arrangement will not violate, conflict with or result in a breach of any provision of the organizational constating documents of Bullion CNM or those its Subsidiaries and will not: (i) violate, conflict with or result in a breach of: (A) any Contract, indenture, deed of trust, mortgage, bond, instrument or Authorization to which CNM or any of its SubsidiariesSubsidiaries is a party or by which CNM or any of its Subsidiaries is bound, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Bullion Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license or permit to which Bullion or any of its Subsidiaries is a party or by which Bullion or any of its Subsidiaries is boundEffect on CNM; or (iiB) any Law to which Bullion CNM or any of its Subsidiaries is subject or by which Bullion CNM or any of its Subsidiaries is bound; (bii) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contractContract, indenture, Authorization, deed of trust, mortgage, bond, instrumentinstrument or Authorization, license except as would not, individually or permitin the aggregate, have or reasonably be expected to have a Material Adverse Effect on CNM; (iii) except as would not, individually or (c) in the aggregate, have or reasonably be expected to have a Material Adverse Effect on CNM, give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contractContract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license instrument or permitAuthorization, or result in the imposition of any Lien upon any of Bullion’s assets CNM's or the assets of any of its Subsidiaries. Other than the Shareholder Approval and those listed on Schedule 4.1(c) to the Bullion Disclosure Letter, no Authorization, consent or approval of, or filing with, any other Person is necessary on the part of Bullion for the consummation by Bullion of its obligations in connection with the Merger under this Agreement or for the completion of the Merger not to cause or result in any loss of any rights or assets or any interest therein held by Bullion or any of its Subsidiaries in any properties, except for: (i) the filing of the Articles of Merger with the State of Utah; (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement; (iii) such consents as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended or (B) any other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement; (iv) such consents as may be required under applicable state securities or “blue sky” Laws and the securities Laws of any foreign country; (v) the other consents of Governmental Authorities listed in Schedule 4.1(c) of the Bullion Disclosure Letter; and (vi) such other consents which if not obtained or made would not reasonably be expected to have, individually or in the aggregate, a Bullion Material Adverse Effect.' assets;

No Conflict; Required Filings and Consent. The Except as otherwise disclosed in Schedule 3.1(c) of the Disclosure Letter and subject to the receipt of the Competition Act Approval, HSR Act Approval, Investment Canada Act Approval and the Other Merger Control Approvals, the execution and delivery by Bullion eOne of this Agreement and the performance by it of its obligations hereunder and the completion of the Merger Arrangement do not and will not violate, conflict with or result in a breach of or default under any provision of the organizational constating documents of Bullion eOne or those of any of its the Material Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Bullion Material Adverse EffectEffect or prevent or materially impair or delay the consummation of the Arrangement and the transactions contemplated by this Agreement, will not: (aA) violate, conflict with or result in a breach ofof or default under: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license licence or permit to which Bullion eOne or any of its Subsidiaries is a party or by which Bullion eOne or any of its Subsidiaries is bound; or (ii) any Law to which Bullion eOne or any of its Subsidiaries is subject or by which Bullion eOne or any of its Subsidiaries is bound; (bB) give rise to any right of termination, allow any Person to exercise any rights, or cause or permit the termination, cancellation, acceleration or other change of any rights or obligation or the acceleration loss of any indebtedness, benefit under any such agreement, contractContract, indenture, Authorization, deed of trust, mortgage, bond, instrumentinstrument or Authorization, license or permitpermit to which eOne or any of its Subsidiaries is a party; or (cC) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation or require any consent or other action by any Person, under any such agreement, contractContract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license instrument or permitAuthorization, or result in the imposition of any encumbrance, charge or Lien upon any of BullioneOne’s assets or the assets of any of its eOne’s Subsidiaries. Other than the Shareholder Interim Order, the Final Order, the filing of the Articles of Arrangement, the Competition Act Approval, the HSR Act Approval, the Investment Canada Act Approval and those listed on Schedule 4.1(c) to the Bullion Disclosure LetterOther Merger Control Approvals, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other Person authority is necessary on the part of Bullion eOne or any of its Subsidiaries for the consummation by Bullion eOne of its obligations in connection with the Merger Arrangement under this Agreement or for the completion of the Merger not to cause or result in any loss of any rights or assets or any interest therein held by Bullion or any of its Subsidiaries in any properties, except for: Arrangement. (i) the filing of the Articles of Merger with the State of Utah; (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement; (iii) such consents as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended or (B) any other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement; (iv) such consents as may be required under applicable state securities or “blue sky” Laws and the securities Laws of any foreign country; (v) the other consents of Governmental Authorities listed in Schedule 4.1(c) of the Bullion Disclosure Letter; and (vi) such other consents which if not obtained or made would not reasonably be expected to have, individually or in the aggregate, a Bullion Material Adverse Effect.d)

No Conflict; Required Filings and Consent. The (a) Except as set forth on Schedule 4.05(a), the execution and delivery by Bullion of this Agreement and the performance other Company Documents by it of its obligations hereunder Company does not, and the completion consummation of the Merger transactions contemplated hereby and thereby will not violate, (i) conflict with or result violate the charter or bylaws, in a breach each case as amended or restated, of any provision of the organizational documents of Bullion Company or those of any of its SubsidiariesCompany's subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Bullion Material Adverse Effect, will not: (aii) violate, conflict with or result violate in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license or permit material respect any Laws applicable to which Bullion Company or any of its Subsidiaries subsidiaries or by which any of their properties is bound or subject, or (iii) result in any breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of Company or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Company or any of its subsidiaries is a party or by or to which Bullion Company or any of its Subsidiaries is bound; or (ii) any Law to which Bullion subsidiaries or any of its Subsidiaries their respective properties is subject bound or by which Bullion or any of its Subsidiaries is bound; subject. (b) give rise The execution and delivery of this Agreement and the other Company Documents by Company does not, and the consummation of the transactions contemplated hereby and thereby will not, require Company to obtain any right of terminationconsent, or the acceleration of any indebtednesslicense, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license or permit, approval, waiver, authorization or result in the imposition of any Lien upon any of Bullion’s assets or the assets of any of its Subsidiaries. Other than the Shareholder Approval and those listed on Schedule 4.1(c) to the Bullion Disclosure Letter, no Authorization, consent or approval order of, or to make any filing withwith or notification to, any other Person is necessary on the part of Bullion for the consummation by Bullion of its obligations in connection with the Merger under this Agreement or for the completion of the Merger not to cause or result in any loss of any rights or assets or any interest therein held by Bullion or any of its Subsidiaries in any propertiesGovernmental Entities, except for: for (i) the filing of a premerger notification and report form by Company under the Articles of Merger with the State of UtahHSR Act; (ii) the filing of the Proxy Statement and the Registration Statement (as such terms are defined in Section 5.13(a)) with the SEC in accordance with Securities and Exchange Commission (the Exchange Act, and such reports under the Exchange Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement"SEC"); (iii) the filing of the certificate of merger with the Texas Secretary of State and a certificate of merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which Company is qualified to do business; (iv) the filing of notifications that may be required by PACA; (v) such other filings and consents as set forth on Schedule 4.05(b) that may be required under (A) any Environmental Laws pertaining to any notification, disclosure or required approval necessitated by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended Merger or (B) any other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement; (iv) such consents as may be required under applicable state securities Agreement or “blue sky” Laws and the securities Laws of any foreign country; (v) the other consents of Governmental Authorities listed in Schedule 4.1(c) of the Bullion Disclosure LetterCompany Documents; and (vi) such other consents consents, approvals, orders or authorizations the failure of which if not to be made or obtained or made would could not reasonably be expected to have, individually or in the aggregate, have a Bullion Material Adverse EffectEffect on Company or prevent or materially delay the consummation of the Merger.

No Conflict; Required Filings and Consent. (i) The execution and delivery by Bullion Socati of this Agreement and the performance by it Socati of its obligations hereunder and the completion of the Merger do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) (A) violate, conflict with or result in a breach of of: (1) any provision of the organizational articles, by-laws or other constating documents of Bullion Socati or those of any of its Subsidiaries; (2) any Contract to which Socati or any of its Subsidiaries is a party or by which Socati or any of its Subsidiaries is bound; or (3) any Law to which Socati or any of its Subsidiaries is subject or by which Socati or any of its Subsidiaries is bound; in each case, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Bullion Material Adverse Effect in respect of Socati (a “Socati Material Adverse Effect”); (B) give rise to any material right of termination, will not: (a) violateallow any Person to exercise any rights, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license cause or permit the termination, cancellation, acceleration or other change of any material right or material obligation or the loss of any material benefit to which Bullion Socati is entitled, under any Material Contract or Authorization to which Socati or any of its Subsidiaries is a party party, except as would not, individually or by which Bullion in the aggregate, have or any of its Subsidiaries is boundreasonably be expected to have a Socati Material Adverse Effect; or or (ii) any Law to which Bullion or any of its Subsidiaries is subject or by which Bullion or any of its Subsidiaries is bound; (bC) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license or permit; or (c) give rise to any material rights of first refusal or rights of first offer, trigger any material change in of control or influence provisions provision or any material restriction or limitation under limitation, or require any such agreementconsent or other action by any Person under, contract, indenture, any Material Contract or Authorization, deed of trust, mortgage, bond, instrument, license or permit, or result in the imposition of any Lien upon any of BullionSocati’s assets or the assets of any of its Subsidiaries. Other than the Shareholder Approval and those listed on Schedule 4.1(c) to the Bullion Disclosure Letter, no Authorization, consent or approval of, or filing with, any other Person is necessary on the part of Bullion for the consummation by Bullion of its obligations in connection with the Merger under this Agreement or for the completion of the Merger not to cause or result in any loss of any rights or assets or any interest therein held by Bullion or any of its Subsidiaries in any properties, except for: (i) the filing of the Articles of Merger with the State of Utah; (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement; (iii) such consents as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended or (B) any other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement; (iv) such consents as may be required under applicable state securities or “blue sky” Laws and the securities Laws of any foreign country; (v) the other consents of Governmental Authorities listed in Schedule 4.1(c) of the Bullion Disclosure Letter; and (vi) such other consents which if not obtained or made would not reasonably be expected to havenot, individually or in the aggregate, have or reasonably be expected to have a Bullion Socati Material Adverse Effect.

No Conflict; Required Filings and Consent. The execution and delivery by Bullion MKS of this Agreement and the performance by it of its obligations hereunder and (including the completion of the Merger Arrangement pursuant to the Plan of Arrangement) will not violate, conflict with or result in a breach of any provision of the organizational constating documents of Bullion MKS or those of any of its Subsidiaries, the MKS Subsidiaries and except as would not, individually or in the aggregate, have or reasonably be expected to have a Bullion Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: breach, termination or cancellation of (with or without notice or lapse of time or both): (i) any agreement, contractContract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license Authorization or permit Permit to which Bullion MKS or any of its the MKS Subsidiaries is a party or by which Bullion MKS or any of its the MKS Subsidiaries is bound; or (ii) subject to the government filings and other matters set forth in this Subsection 3.1(d), any Law applicable to which Bullion MKS or any of its Subsidiaries is subject or by which Bullion or any of its Subsidiaries is boundthe MKS Subsidiaries; (b) require any notice or give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contractContract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license instrument or permitPermit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or payments (including severance, unemployment compensation, golden parachute, change of control, retention, bonus or otherwise) or any restriction or limitation under any such agreement, contractContract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license instrument or permitPermit, or result in the imposition of any Lien upon any of BullionMKS’s assets or the assets of any of its the MKS Subsidiaries, other than any such violation, conflict, breach, termination, cancellation, notice, right, acceleration, trigger, restriction, limitation or imposition that would not, individually or in the aggregate, have a MKS Material Adverse Effect. Other than the Shareholder Approval Interim Order, the Final Order, the filing of the Articles of Arrangement, compliance with applicable Securities Laws and those listed on Schedule 4.1(c) to the Bullion Disclosure Letterrules and policies of the TSX, and the Regulatory Approvals (including the German Competition Act Approval), no Authorization, consent or approval Authorization of, or filing with, any other Person Governmental Entity is necessary on the part of Bullion MKS for the consummation performance by Bullion MKS of its obligations in connection with hereunder (including the Merger under this Agreement completion of the Arrangement pursuant to the Plan of Arrangement) or for the completion of the Merger Arrangement not to cause or result in any loss of any material rights or assets or any material interest therein held by Bullion MKS or any of its the MKS Subsidiaries in any propertiesmaterial properties or assets, except for: (i) the filing of the Articles of Merger with the State of Utah; (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Actfor such Authorizations, and such reports under filings as to which the Exchange Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement; (iii) such consents as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended failure to obtain or (B) any other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement; (iv) such consents as may be required under applicable state securities or “blue sky” Laws and the securities Laws of any foreign country; (v) the other consents of Governmental Authorities listed in Schedule 4.1(c) of the Bullion Disclosure Letter; and (vi) such other consents which if not obtained or made make would not reasonably be expected to havenot, individually or in the aggregate, a Bullion Material Adverse Effectprevent or delay consummation of the Arrangement.

No Conflict; Required Filings and Consent. Except ------------------------------------------ as set forth on Schedule 2.05, (a) The execution and delivery by Bullion of this Agreement ------------- by Earful does not, and the performance of this Agreement by it of its obligations hereunder and the completion of the Merger Earful will not violate, (i) conflict with or result violate the Articles of Incorporation or By-Laws, or the equivalent organizational documents, in a breach each case as amended or restated, of Earful or any provision of the organizational documents of Bullion or those of any of its SubsidiariesEarful Subsidiary, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Bullion Material Adverse Effect, will not: (aii) violate, conflict with or violate any federal, state, foreign or local law, statute, ordinance, rule, regulation, order, judgment or decree (collectively, "Laws") in effect as of the date of this ---- Agreement and applicable to Earful or any Earful Subsidiary or by which their respective properties is bound or subject, or (iii) result in any breach of or constitute a breach default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of: (i) , or require payment under, or result in the creation of an Encumbrance on, any agreementof the properties or assets of Earful or any Earful Subsidiary pursuant to any note, bond, mortgage, indenture, contract, indentureagreement, deed of trustlease, mortgagelicense, bondpermit, instrument, Authorization, license franchise or permit other instrument or obligation to which Bullion Earful or any of its Subsidiaries Earful Subsidiary is a party or by which Bullion Earful or any of its Subsidiaries Earful Subsidiary or their respective properties is bound; bound or (ii) any Law to which Bullion or any of its Subsidiaries is subject or by which Bullion or any of its Subsidiaries is bound; (b) give rise to any right except for breaches, defaults, events, rights of termination, amendment, acceleration or the acceleration of any indebtednesscancellation, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license payment obligations or permit; liens or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license or permit, or result in the imposition of any Lien upon any of Bullion’s assets or the assets of any of its Subsidiaries. Other than the Shareholder Approval and those listed on Schedule 4.1(c) to the Bullion Disclosure Letter, no Authorization, consent or approval of, or filing with, any other Person is necessary Encumbrances that would not have a material adverse effect on the part of Bullion for the consummation by Bullion of its obligations in connection with the Merger under this Agreement or for the completion of the Merger not to cause or result in any loss of any rights or assets or any interest therein held by Bullion or any of its Subsidiaries in any business, properties, except for: assets, condition (ifinancial or otherwise) the filing operations or prospects of the Articles of Merger with the State of Utah; (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act as may be required in connection with this Agreement, the Merger Earful and the other transactions contemplated by this Agreement; Earful Subsidiaries, taken as a whole (iii) such consents as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended or (B) any other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement; (iv) such consents as may be required under applicable state securities or “blue sky” Laws and the securities Laws of any foreign country; (v) the other consents of Governmental Authorities listed in Schedule 4.1(c) of the Bullion Disclosure Letter; and (vi) such other consents which if not obtained or made would not reasonably be expected to have, individually or in the aggregate, a Bullion "Earful Material Adverse Effect."). -------------------------------

No Conflict; Required Filings and Consent. The execution and delivery by Bullion the Company of this Agreement and the performance by it of its obligations hereunder and the completion of the Merger Arrangement will not violate, conflict with or result in a breach of any provision of the organizational constating documents of Bullion the Company or those of any of its the Company Material Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Bullion Company Material Adverse Effect, will not, except as disclosed in Schedule 3.1(d) of the Company Disclosure Letter: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license licence or permit to which Bullion the Company or any of its the Company Material Subsidiaries is a party or by which Bullion the Company or any of its the Company Material Subsidiaries is bound; or (ii) any Law to which Bullion the Company or any of its the Company Material Subsidiaries is subject or by which Bullion the Company or any of its the Company Material Subsidiaries is bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permit, or result in the imposition of any encumbrance, charge or Lien upon any of Bullionthe Company’s assets or the assets of any of its the Company Material Subsidiaries. Other than the Shareholder Interim Order, the Final Order, Competition Act Approval, Investment Canada Act Approval and those listed on Schedule 4.1(c) to the Bullion Disclosure LetterHSR Approval, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other Person authority is necessary on the part of Bullion the Company for the consummation by Bullion the Company of its obligations in connection with the Merger Arrangement under this Agreement or for the completion of the Merger Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Bullion the Company or any of its the Company Material Subsidiaries in any properties, except for: (i) the filing of the Articles of Merger with the State of Utah; (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement; (iii) such consents as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended or (B) any other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement; (iv) such consents as may be required under applicable state securities or “blue sky” Laws and the securities Laws of any foreign country; (v) the other consents of Governmental Authorities listed in Schedule 4.1(c) of the Bullion Disclosure Letter; and (vi) such other consents which if not obtained or made would not reasonably be expected to have, individually or in the aggregate, a Bullion Company Material Adverse EffectProperties.

No Conflict; Required Filings and Consent. The execution and delivery by Bullion the Buyer of this Agreement and the performance by it of its obligations covenants hereunder and the completion of the Merger Plan of Arrangement will not violate, conflict with or result in a breach of any provision of the organizational constating documents of Bullion the Buyer or those of any of its the Buyer Material Subsidiaries, and except as would not, individually or in the aggregate, have have, or reasonably be expected to have have, a Bullion Material Adverse EffectEffect on the Buyer, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorizationauthorization, license licence or permit Permit to which Bullion the Buyer or any of its the Buyer Material Subsidiaries is a party or by which Bullion or any of its Subsidiaries either is bound; or (ii) any Law to which Bullion the Buyer or any of its material Subsidiaries is subject or by which Bullion or any of its Subsidiaries either is bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorizationauthorization, deed of trust, mortgage, bond, instrument, license licence or permitPermit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorizationauthorization, deed of trust, mortgage, bond, instrument, license licence or permitPermit, or result in the imposition of any Lien Encumbrance, charge or lien upon any of BullionBuyer’s assets or the assets of any of its the Buyer’s Subsidiaries. Other than the Shareholder Approval Interim Order, the Final Order, filings required to be made pursuant to applicable securities Laws and those listed on Schedule 4.1(c) filings required to be made with any securities exchange upon which the Bullion Disclosure LetterBuyer Shares are listed, no Authorizationauthorization, consent or approval of, or filing with, any Governmental Entity or other Person authority is necessary on the part of Bullion the Buyer for the consummation by Bullion the Buyer of its obligations in connection with the Merger Plan of Arrangement under this Agreement or for the completion of the Merger Plan of Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Bullion the Buyer or any of its the Buyer Material Subsidiaries in any material properties, except for: (i) for such authorizations, consents, approvals and filings as to which the filing of the Articles of Merger with the State of Utah; (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement; (iii) such consents as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended failure to obtain or (B) any other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement; (iv) such consents as may be required under applicable state securities or “blue sky” Laws and the securities Laws of any foreign country; (v) the other consents of Governmental Authorities listed in Schedule 4.1(c) of the Bullion Disclosure Letter; and (vi) such other consents which if not obtained or made make would not reasonably be expected to havenot, individually or in the aggregate, a Bullion Material Adverse Effectprevent or materially delay consummation of the Plan of Arrangement.

No Conflict; Required Filings and Consent. The Except (a) as required by the HSR Act and any other Antitrust Laws that require the consent, waiver, approval, Order or Permit of, or declaration or filing with, or notification to, any Person or Governmental Entity, (b) for the filing of the Certificate of Merger with the Secretary of State of Delaware, (c) such filings as may be required in connection with the Transfer Taxes described in Section 7.4(b) and (d) as otherwise set forth on Section 4.4 of the Parent Disclosure Schedules, the execution and delivery by Bullion of this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by any Parent Party in connection with the performance Transactions and the consummation of the Transactions by it each Parent Party will not (i) violate the provisions of its obligations hereunder and Organizational Documents, (ii) violate any Law or Order to which it is subject or by which any of its properties or assets are bound, (iii) require it to obtain any consent or approval, or give any notice to, or make any filing with, any Governmental Entity or any stock market or stock exchange on which capital stock of Parent is listed for trading on or prior to the completion of the Merger will not violateClosing Date, conflict with or (iv) result in a material breach of or constitute a default (with or without due notice or lapse of time or both), give rise to any provision right of termination, cancellation or acceleration under, or require the organizational documents consent of Bullion any third party to, any material Contract to which it is a party or those (v) result in the imposition or creation of any Lien upon or with respect to any of its Subsidiariesassets or properties; excluding from the foregoing clauses (ii) through (v) consents, approvals, notices and filings the absence of which, and except as violations, breaches, defaults, rights of acceleration, cancellation or termination, and Liens, the existence of which would not, individually or in the aggregate, have or reasonably be expected to (A) have a Bullion Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license or permit to which Bullion or any of its Subsidiaries is a party or by which Bullion or any of its Subsidiaries is bound; or (ii) any Law to which Bullion or any of its Subsidiaries is subject or by which Bullion or any of its Subsidiaries is bound; (b) give rise to any right of termination, or material adverse effect on the acceleration ability of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license or permit; or (c) give rise Parent Party to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license or permit, or result in the imposition of any Lien upon any of Bullion’s assets or the assets of any of its Subsidiaries. Other than the Shareholder Approval and those listed on Schedule 4.1(c) to the Bullion Disclosure Letter, no Authorization, consent or approval of, or filing with, any other Person is necessary on the part of Bullion for the consummation by Bullion of perform its obligations in connection with the Merger under this Agreement or for the completion of the Merger not to cause or result in any loss of any rights or assets or any interest therein held by Bullion or any of its Subsidiaries in any properties, except for: (i) the filing of the Articles of Merger with the State of Utah; (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement; (iii) such consents as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended or (B) any other Laws that are designed otherwise prevent, hinder or intended to prohibit, restrict or regulate actions having delay the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement; (iv) such consents as may be required under applicable state securities or “blue sky” Laws and the securities Laws of any foreign country; (v) the other consents of Governmental Authorities listed in Schedule 4.1(c) consummation of the Bullion Disclosure Letter; and (vi) such other consents which if not obtained or made would not reasonably be expected to have, individually or in the aggregate, a Bullion Material Adverse EffectTransactions.

No Conflict; Required Filings and Consent. (a) The execution and delivery by Bullion of this Agreement and the performance Registration Rights Agreement by it of its obligations hereunder the Company do not, and the completion performance of this Agreement and the Merger will not violateRegistration Rights Agreement by the Company shall not, (i) conflict with or result in a breach violate the Amended and Restated Certificate of any provision Incorporation (the "Certificate of Incorporation"), the Certificates of Designation, the Company's Bylaws, as amended (the "Bylaws") or equivalent organizational documents of Bullion or those of any of its Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Bullion Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license or permit to which Bullion Company or any of its Subsidiaries subsidiaries, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Company or any of its subsidiaries or by which it or their respective properties are bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair the Company's or any such subsidiary's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of the Company or any of its subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which Bullion the Company or any of its Subsidiaries is bound; subsidiaries or (ii) any Law to which Bullion its or any of its Subsidiaries is subject their respective properties are bound or by which Bullion or any of its Subsidiaries is bound; (b) give rise to any right of terminationaffected, or the acceleration of any indebtedness, under except for any such agreementbreaches, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license defaults or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license or permit, other occurrences that do not have or result in the imposition of any Lien upon any of Bullion’s assets or the assets of any of its Subsidiaries. Other than the Shareholder Approval and those listed on Schedule 4.1(c) to the Bullion Disclosure Letter, no Authorization, consent or approval of, or filing with, any other Person is necessary on the part of Bullion for the consummation by Bullion of its obligations in connection with the Merger under this Agreement or for the completion of the Merger not to cause or result in any loss of any rights or assets or any interest therein held by Bullion or any of its Subsidiaries in any properties, except for: (i) the filing of the Articles of Merger with the State of Utah; (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement; (iii) such consents as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended or (B) any other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement; (iv) such consents as may be required under applicable state securities or “blue sky” Laws and the securities Laws of any foreign country; (v) the other consents of Governmental Authorities listed in Schedule 4.1(c) of the Bullion Disclosure Letter; and (vi) such other consents which if not obtained or made would not reasonably be expected to havein, individually or in the aggregate, a Bullion Material Adverse Effect. (b) The execution and delivery of this Agreement and the Registration Rights Agreement by the Company do not, and the performance of this Agreement and the Registration Rights Agreement by the Company shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental entity except for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of the Nasdaq National Market and the consent of a majority of the holders of Series B Convertible Preferred Stock of the Company.

No Conflict; Required Filings and Consent. The (i) Except as disclosed in Schedule 3.1(c) of the Company Disclosure Letter, the execution and delivery by Bullion the Company of this Agreement and the performance by it of its obligations hereunder and the completion of the Merger Arrangement and the other transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or both, or the happening of any other event or condition): (A) violate, conflict with or result in a breach of any provision of: (1) the constating documents of the organizational documents of Bullion Company or those of any of its Subsidiaries; (2) any Material Contract or Authorization to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Bullion Company Material Adverse Effect, will not: ; or (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license or permit to which Bullion or any of its Subsidiaries is a party or by which Bullion or any of its Subsidiaries is bound; or (ii3) any Law to which Bullion the Company or any of its Subsidiaries is subject or by which Bullion the Company or any of its Subsidiaries is bound; , except as would not, individually or in the aggregate, have a Company Material Adverse Effect; (bB) give rise to any right of termination, allow any Person to exercise any rights, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the acceleration loss of any indebtednessbenefit to which the Company is entitled, under any such agreementContract or Authorization to which the Company or any of its Subsidiaries is a party, contractexcept as would not, indentureindividually or in the aggregate, Authorization, deed of trust, mortgage, bond, instrument, license or permithave a Company Material Adverse Effect; or or (cC) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Contract or Authorization, deed of trust, mortgage, bond, instrument, license or permit, or result in the imposition of any Lien upon any of Bullion’s the Company's assets or the assets of any of its Subsidiaries. , except as would not, individually or in the aggregate, have a Company Material Adverse Effect. (ii) Other than the Shareholder Approval rules and those listed on Schedule 4.1(c) to policies of the Bullion Disclosure LetterCSE, the Interim Order and the Final Order, no Authorization, consent or approval Authorization of, or filing other action by or in respect of, or filing, recording, registering or publication with, or notification to, any other Person Governmental Entity is necessary on the part of Bullion for the consummation by Bullion of its obligations in connection with the Merger under this Agreement or for the completion of the Merger not to cause or result in any loss of any rights or assets or any interest therein held by Bullion Company or any of its Subsidiaries in any properties, except for: (i) order for the filing Company to proceed with the execution and delivery of this Agreement and the consummation of the Articles of Merger with the State of Utah; (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act as may be required in connection with this Agreement, the Merger Arrangement and the other transactions contemplated by this Agreement; (iii) such consents , except as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended or (B) any other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement; (iv) such consents as may be required under applicable state securities or “blue sky” Laws and the securities Laws of any foreign country; (v) the other consents of Governmental Authorities listed in Schedule 4.1(c) of the Bullion Disclosure Letter; and (vi) such other consents which if not obtained or made would not reasonably be expected to havenot, individually or in the aggregate, have a Bullion Company Material Adverse Effect.

No Conflict; Required Filings and Consent. The Except as set forth in Section 3.1(c) of the TransGlobe Disclosure Letter, the execution and delivery by Bullion TransGlobe of this Agreement and the performance by it of its obligations hereunder and the completion of the Merger Arrangement and the other transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or both, or the happening of any other event or condition): (i) violate, conflict with or result in a breach of or default of: (A) any provision of the organizational articles, by-laws or other constating documents or partnership agreements of Bullion TransGlobe or those of any of its Subsidiaries; (B) any TransGlobe Material Contract or Authorization to which TransGlobe or any of its Subsidiaries is a party or by which TransGlobe or any of its Subsidiaries is bound, except as would not, individually or in the aggregate, have a TransGlobe Material Adverse Effect; or (C) any Law to which TransGlobe or any of its Subsidiaries is subject or by which TransGlobe or any of its Subsidiaries is bound, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Bullion TransGlobe Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license or permit to which Bullion or any of its Subsidiaries is a party or by which Bullion or any of its Subsidiaries is bound; or ; (ii) any Law to which Bullion or any of its Subsidiaries is subject or by which Bullion or any of its Subsidiaries is bound; (b) give rise to any right of termination, allow any Person to exercise any rights, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the acceleration loss of any indebtednessbenefit to which TransGlobe is entitled, under any such agreementTransGlobe Material Contract or Authorization to which TransGlobe or any of its Subsidiaries is a party, contractexcept as would not, indentureindividually or in the aggregate, Authorization, deed of trust, mortgage, bond, instrument, license or permithave a TransGlobe Material Adverse Effect; or or (ciii) give rise to any rights of first refusal or rights of first offeroffer or pre-emptive right, trigger any change in of control or influence provisions provision or any restriction or limitation limitation, or require any consent or other action by any Person, under any such agreement, contract, indenture, TransGlobe Material Contract or Authorization, deed of trust, mortgage, bond, instrument, license or permit, or result in the imposition of any Lien upon any of BullionTransGlobe’s assets or the assets of any of its SubsidiariesTransGlobe’s Subsidiaries except as would not, individually or in the aggregate, have a TransGlobe Material Adverse Effect. Other than such filings and approvals required by the Shareholder Approval applicable rules and those listed on Schedule 4.1(c) to policies of the Bullion Disclosure LetterTSX, NASDAQ and AIM, the Interim Order and the Final Order, no Authorization, consent or approval Authorization of, or filing other action by or in respect of, or filing, recording, registering or publication with, or notification to, any other Person Governmental Entity is necessary on the part of Bullion TransGlobe or any of its Subsidiaries for the consummation by Bullion TransGlobe of its obligations in connection with the Merger Arrangement under this Agreement or for the completion of the Merger not to cause or result in any loss of any rights or assets or any interest therein held by Bullion or any of its Subsidiaries in any propertiesArrangement, except for: (i) for such Authorizations and filings as to which the filing of the Articles of Merger with the State of Utah; (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement; (iii) such consents as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended failure to obtain or (B) any other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement; (iv) such consents as may be required under applicable state securities or “blue sky” Laws and the securities Laws of any foreign country; (v) the other consents of Governmental Authorities listed in Schedule 4.1(c) of the Bullion Disclosure Letter; and (vi) such other consents which if not obtained or made make would not reasonably be expected to havenot, individually or in the aggregate, have a Bullion TransGlobe Material Adverse Effect.

No Conflict; Required Filings and Consent. The execution and delivery by Bullion the Company of this Agreement and the performance by it of its obligations hereunder and the completion of the Merger Offer will not violate, conflict with or result in a breach of any provision of the organizational constating documents of Bullion the Company or those of any of its Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Bullion Company Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Company Authorization, license licence or permit to which Bullion the Company or any of its Subsidiaries is a party or by which Bullion the Company or any of its Subsidiaries is bound; or (ii) any Law to which Bullion the Company or any of its Subsidiaries is subject or by which Bullion the Company or any of its Subsidiaries is bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Company Authorization, deed of trust, mortgage, bond, instrument, license licence or permit; or (c) give rise to any rights of first refusal or rights of first offerrefusal, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Company Authorization, deed of trust, mortgage, bond, instrument, license licence or permit, or result in the imposition of any Lien encumbrance, charge or lien upon any of Bullion’s the Company's assets or the assets of any of its Subsidiaries. Other than the Shareholder Approval and those listed on Schedule 4.1(c) to the Bullion Disclosure Letter, no AuthorizationNo authorization, consent or approval of, or filing with, any Governmental Entity or any court or other Person authority is necessary on the part of Bullion for the consummation by Bullion the Company of its obligations in connection with the Merger under this Agreement or for the completion of the Merger Offer not to cause or result in any loss of any rights or assets or any interest therein held by Bullion the Company or any of its Subsidiaries in any propertiesSubsidiaries, except for: (i) the filing of the Articles of Merger with the State of Utah; (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act as may be required in connection with this Agreement, the Merger and the other transactions for those which are expressly contemplated by the Offer and this Agreement; (iii) such consents as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended Agreement or (B) any other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement; (iv) such consents as may be required under applicable state securities or “blue sky” Laws and the securities Laws of any foreign country; (v) the other consents of Governmental Authorities listed in Schedule 4.1(c) of the Bullion Disclosure Letter; and (vi) such other consents which if not obtained or made would not reasonably be expected to havenot, individually or in the aggregate, have a Bullion Company Material Adverse Effect.

No Conflict; Required Filings and Consent. The execution and delivery by Bullion the Company of this Agreement and the performance by it of its obligations hereunder and the completion of the Merger Offer will not violate, conflict with or result in a breach of any provision of the organizational constating documents of Bullion the Company or those of any of its Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Bullion Company Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license licence or permit to which Bullion the Company or any of its Subsidiaries is a party or by which Bullion the Company or any of its Subsidiaries is bound; or (ii) any Law to which Bullion the Company or any of its Subsidiaries is subject or by which Bullion the Company or any of its Subsidiaries is bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permit, or result in the imposition of any Lien encumbrance, charge or lien upon any of Bullionthe Company’s assets or the assets of any of its Subsidiaries. Other than Except for the Shareholder Approval requirement to prepare and those listed on Schedule 4.1(c) to file the Bullion Disclosure LetterDirectors’ Circular, no Authorizationauthorization, consent or approval of, or filing with, any Governmental Entity or any court or other Person authority is necessary on the part of Bullion the Company for the consummation by Bullion the Company of its obligations in connection with the Merger Offer under this Agreement or for the completion of the Merger Offer not to cause or result in any loss of any rights or assets or any interest therein held by Bullion the Company or any of its Subsidiaries in any propertiesthe Yukon Properties, except for: (i) for such authorizations, consents, approvals and filings as to which the filing of the Articles of Merger with the State of Utah; (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement; (iii) such consents as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended failure to obtain or (B) any other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement; (iv) such consents as may be required under applicable state securities or “blue sky” Laws and the securities Laws of any foreign country; (v) the other consents of Governmental Authorities listed in Schedule 4.1(c) of the Bullion Disclosure Letter; and (vi) such other consents which if not obtained or made make would not reasonably be expected to havenot, individually or in the aggregate, a Bullion Material Adverse Effectprevent or materially delay consummation of the transactions contemplated by this Agreement.

No Conflict; Required Filings and Consent. The execution and delivery by Bullion Kinross of this Agreement and the performance by it of its obligations hereunder and the completion of the Merger Offer will not (a) violate, conflict with or result in a breach of any provision of (i) the organizational constating documents of Bullion Kinross or those of any of its Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Bullion Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (iii) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license licence or permit to which Bullion Kinross or any of its Subsidiaries is a party or by which Bullion Kinross or any of its Subsidiaries is bound; , or (iiiii) any Law to which Bullion Kinross or any of its Subsidiaries is subject or by which Bullion Kinross or any of its Subsidiaries is bound; , (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permit; , or (c) give rise to any rights of first refusal or rights of first offerrefusal, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license licence or permit, or result in the imposition of any Lien encumbrance, charge or lien upon any of Bullion’s Kinross' assets or the assets of any of its Subsidiaries, except as would not, individually or in the aggregate, have or reasonably be expected to have a Kinross Material Adverse Effect. Other In addition, other than the Shareholder Approval in connection with or in compliance with Appropriate Regulatory Approvals, applicable Laws and those listed on Schedule 4.1(c) to the Bullion Disclosure Letterpolicies, no Authorizationother authorization, consent or approval of, or filing with, any Governmental Entity or any court or other Person authority is necessary on the part of Bullion Kinross for the consummation by Bullion of its obligations in connection with the Merger under this Agreement or for the completion of the Merger not to cause or result in any loss of any rights or assets or any interest therein held by Bullion or any of its Subsidiaries in any properties, except for: (i) the filing of the Articles of Merger with the State of Utah; (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement; (iii) such consents as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended or (B) any other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement; (iv) , except for such consents authorizations, consents, approvals and filings as may be required under applicable state securities to which the failure to obtain or “blue sky” Laws and the securities Laws of any foreign country; (v) the other consents of Governmental Authorities listed in Schedule 4.1(c) of the Bullion Disclosure Letter; and (vi) such other consents which if not obtained or made make would not reasonably be expected to havenot, individually or in the aggregate, a Bullion Material Adverse Effectprevent or materially delay consummation of the transactions contemplated by this Agreement.

No Conflict; Required Filings and Consent. (a) The execution and delivery by Bullion of this Agreement by the Seller does not, and the performance by it consummation of its obligations hereunder the Acquisition and the completion transactions contemplated by this Agreement will not, (i) conflict with or violate the Organizational Documents of each of the Merger will not violateSeller, the Quadrem Group or any Quadrem Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.06(b) have been obtained and all filings and obligations described in Section 3.06(b) have been made or complied with, conflict with or result in a breach of violate any provision foreign or domestic (Federal, state or local) law, statute, ordinance, franchise, permit, concession, license, writ, rule, regulation, order, injunction, judgment or decree (“Law”) applicable to each of the organizational documents of Bullion or those of any of its SubsidiariesSeller, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Bullion Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license or permit to which Bullion Quadrem Group or any of its Subsidiaries is a party Quadrem Subsidiary or by which Bullion any property or asset of each of the Seller, the Quadrem Group or any of its Subsidiaries Quadrem Subsidiary is bound; bound or affected, or (iiiii) in any Law respect, conflict with, result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, require consent, approval or notice under, give to which Bullion or any of its Subsidiaries is subject or by which Bullion or any of its Subsidiaries is bound; (b) give rise to others any right of termination, amendment, acceleration or the acceleration of cancellation of, require any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, license or permitpayment under, or result in the imposition creation of a lien or other encumbrance on any Lien upon property or asset of each of the Seller, the Quadrem Group or any Quadrem Subsidiary pursuant to, any Material Contract by which any property or asset of Bullion’s assets each of the Seller, the Quadrem Group or any Quadrem Subsidiary is bound or affected. (b) The execution and delivery of this Agreement by the assets Seller does not, and the performance of this Agreement by the Seller will not, require any of its Subsidiaries. Other than the Shareholder Approval and those listed on Schedule 4.1(c) to the Bullion Disclosure Letterconsent, no Authorizationapproval, consent or approval oforder, permit, or filing withauthorization from any domestic or foreign governmental, regulatory or administrative authority, agency or commission, any other Person is necessary on the part of Bullion for the consummation by Bullion of its obligations in connection with the Merger under this Agreement court, tribunal or for the completion of the Merger not to cause or result in any loss of any rights or assets arbitral body, or any interest therein held by Bullion quasi-governmental or private body exercising any of its Subsidiaries in any propertiesregulatory, taxing, importing or other governmental authority (a “Governmental Entity”), except for: (i) for the filing notification requirements of the Articles of Merger with the State of Utah; (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement; (iii) such consents as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended or (B) any other Laws that are designed or intended to prohibitamended, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement; (iv) such consents as may be required under applicable state securities or “blue sky” Laws and the securities Laws rules and regulations promulgated thereunder (the “HSR Act”), (ii) for the filing and recordation of any foreign country; (v) the other consents of Governmental Authorities listed in Schedule 4.1(cappropriate acquisition documents set forth on Section 3.06(b) of the Bullion Disclosure Letter; and Schedule, (viiii) for such other consents consents, approvals, orders, permits, authorizations, registrations, notifications or filings, which if not obtained or made would not reasonably be expected to haveexpected, individually or in the aggregate, a Bullion Material Adverse Effectto prevent or materially delay the consummation of the transactions contemplated by this Agreement, (iv) as required by Bermuda law and (v) any consent, approval, order, permit, or authorization from, or registration, notification or filing required by state, federal or foreign securities laws.