Common use of Notwithstanding Sections 7 Clause in Contracts

Notwithstanding Sections 7. 2.1 and 7.2.2 and any other provision of this Agreement, if at any time following the date of this Agreement, and prior to the approval by the Tahoe Shareholders of the Tahoe Resolution, provided that Tahoe is then in compliance with all of its obligations under this Agreement (including under Sections 7.2.1 and 7.2.2), Tahoe receives a bona fide unsolicited written Acquisition Proposal that: (a) the Tahoe Board determines in good faith, after consultation with the Tahoe Financial Advisors and outside legal counsel, constitutes or could reasonably be expected to result in a Superior Proposal; and (b) the Tahoe Board determines in good faith, after consultation with outside legal counsel that failure to furnish information with respect to Tahoe and its subsidiaries to the person making such Acquisition Proposal or participate in discussions or negotiations with such person would be inconsistent with its fiduciary duties under applicable Law, then Tahoe may, provided it has first complied with Section 7.2.4 and has first entered into, and provided to Pan American an executed copy of, a confidentiality and standstill agreement with such person (the terms of which shall no more favourable to such person than the Confidentiality Agreement): (c) furnish information with respect to Tahoe and its subsidiaries to the person making such Acquisition Proposal; or (d) participate in discussions or negotiations with the person making such Acquisition Proposal, provided that Tahoe shall not, and shall not allow its Tahoe Representatives to, disclose any non-public information to such person if such non-public information has not been previously provided to, or is not concurrently provided to, Pan American.

Notwithstanding Sections 7. 2.1 and 7.2.2 and any other provision of this AgreementAgreement or of any other agreement between GCM and Aris, if at any time following the date of this Agreement, Agreement and prior to obtaining the approval by Aris Shareholder Approval, in the Tahoe Shareholders case of Aris, or the Tahoe ResolutionGCM Shareholder Approval, provided that Tahoe is then in compliance with all the case of its obligations under this Agreement (including under Sections 7.2.1 and 7.2.2)GCM, Tahoe a Party receives a bona fide unsolicited fide, written Acquisition Proposal that: (a) that did not result from a breach of Section 7.2.1 or 7.2.2 and that the Tahoe Board board of directors of such Party determines in good faith, after consultation with the Tahoe Financial Advisors its financial advisors and outside legal counsel, constitutes or or, if consummated in accordance with its terms (disregarding, for the purposes of any such determination, any term of such Acquisition Proposal that provides for a due diligence investigation), could reasonably be expected to result in lead to a Superior Proposal; and (b) , then such Party may, in response to a request made by the Tahoe Board determines in good faith, after consultation with outside legal counsel that failure to furnish information with respect to Tahoe and its subsidiaries to the person party making such Acquisition Proposal or participate in discussions or negotiations with such person would be inconsistent with its fiduciary duties under applicable Law, then Tahoe may, provided it has first complied is in compliance with Section 7.2.4 and has first entered into, and provided to Pan American an executed copy of, a confidentiality and standstill agreement with such person (the terms of which shall no more favourable to such person than the Confidentiality Agreement):7.2.4: (ca) furnish information with respect to Tahoe such Party and its subsidiaries to the person making such Acquisition Proposal; or; (db) participate in enter into, participate, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the person making such Acquisition Proposal, ; and/or (c) waive any standstill provision or agreement that would otherwise prohibit such person from making such Acquisition Proposal; provided that Tahoe such Party shall not, and shall not allow its Tahoe Representatives to, disclose any non-public information to such person person: (i) if such non-public information has not been previously provided to, or is not concurrently provided toto the other Party hereto; and (ii) without entering into an agreement with such person substantially in the form of the Confidentiality Agreement containing terms that are no more favourable to such person than those found in the Confidentiality Agreement; provided, Pan Americanhowever, that any such agreement shall not preclude such person from making a Superior Proposal.