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 or of any other agreement between the Parties or between Brazauro and any other person, including the provisions of any confidentiality or standstill agreement, if at any time following the date of this Agreement and prior to obtaining the approval of the Arrangement Resolution at the Brazauro Meeting, Brazauro receives a written Acquisition Proposal that the Brazauro Board determines in good faith, after consultation with its financial advisors and Brazauro Counsel, constitutes or, if consummated in accordance with its terms, could reasonably be expected to result in a Superior Proposal, then Brazauro may, provided it is in compliance with Section 7.2.4: (a) furnish information with respect to Brazauro and its subsidiaries to the person making such Acquisition Proposal; and/or (b) enter into, participate, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the person making such Acquisition Proposal, provided that Brazauro shall not, and shall not allow its Representatives to, disclose any non-public information with respect to Brazauro to such person if such non public information has not been previously provided to, or is not concurrently provided to, Eldorado; and without Brazauro entering into a confidentiality agreement with such person containing terms and conditions that are customary for such agreements in the mining industry, but in no case that are no more favourable to such person than those found in the Confidentiality Agreement.

Notwithstanding Sections 7. 2.1 and 7.2.2 and any other provision of this Agreement or of any other agreement between the Parties or between Brazauro and any other person, including the provisions of any confidentiality or standstill agreementAgreement, if at any time following the date of this Agreement Agreement, and prior to obtaining the approval by the Exx Shareholders of the Arrangement Resolution at the Brazauro MeetingExx Resolution, Brazauro provided that Exx is then in compliance with all of its obligations under this Agreement (including under Sections 7.2.1 and 7.2.2), Exx receives a bona fide unsolicited written Acquisition Proposal that the Brazauro Exx Board determines in good faith, after consultation with its financial advisors the Exx Financial Advisors and Brazauro Counseloutside legal counsel, constitutes or, if consummated in accordance with its terms, or could reasonably be expected to constitute or result in a Superior Proposal, Proposal then Brazauro Exx may, provided it is in compliance has first complied with Section 7.2.4:7.2.4 and has first entered into, and provided to Gold Royalty an executed copy of, a confidentiality and standstill agreement with such person (the terms of which shall be no more favourable to such person than the Confidentiality Agreement and shall not permit such person to acquire any Exx Securities): (a) contact such person solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal; (b) furnish information with respect to Brazauro Exx and its subsidiaries to the person making such Acquisition Proposal; and/oror (bc) enter into, participate, facilitate and maintain participate in discussions or negotiations with, and otherwise cooperate with or assist, the person persons making such Acquisition Proposal, provided that Brazauro Exx shall not, and shall not allow its Exx Representatives to, disclose any non-public information with respect to Brazauro to such person if such non non-public information has not been previously provided to, or is not concurrently provided to, Eldorado; and without Brazauro entering into a confidentiality agreement with such person containing terms and conditions that are customary for such agreements in the mining industry, but in no case that are no more favourable to such person than those found in the Confidentiality AgreementGold Royalty.

Notwithstanding Sections 7. 2.1 and 7.2.2 and any other provision of this Agreement or of any other agreement between the Parties or between Brazauro Acquiror and any other person, including the provisions of any confidentiality or standstill agreementTarget, if at any time following the date of this Agreement and prior to obtaining the approval Target Shareholder Approval of the Arrangement Resolution at the Brazauro Target Meeting, Brazauro Target receives a bona fide, written Acquisition Proposal that did not result from a breach of Section 7.2 or an Acquisition Proposal is made to the Brazauro Target Shareholders that the Target Board determines in good faith, after consultation with its financial advisors and Brazauro Counseloutside counsel, constitutes or, if consummated in accordance with its terms, terms could reasonably be expected to result in be a Superior Proposal, then Brazauro Target may, in response to a request made by the party making such Acquisition Proposal and provided it is in compliance with Section Sections 7.2.2 and 7.2.4: (a) furnish information with respect to Brazauro Target and its subsidiaries to the person making such Acquisition Proposal; and/or (b) enter into, participate, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the person making such Acquisition Proposal, ; provided that Brazauro Target shall not, and shall not allow its Representatives to, disclose any non-public information with respect to Brazauro Target to such person (i) if such non public information has not been previously provided to, or is not concurrently provided to, EldoradoAcquiror; and (ii) without Brazauro entering into a confidentiality and standstill agreement with such person containing terms and conditions that are customary for such agreements no less favourable, in the mining industryaggregate, but in no case that to the Target and are no more favourable to such person than those found in the Confidentiality Agreementtypical confidentiality and standstill agreement for similar transactions.

Notwithstanding Sections 7. 2.1 and 7.2.2 and any other provision of this Agreement or of any other agreement between the Parties or between Brazauro Xxxxxx and any other person, including the provisions of any confidentiality or standstill agreement, if at any time following the date of this Agreement and prior to obtaining the approval of the Arrangement Resolution at the Brazauro Xxxxxx Meeting, Brazauro Xxxxxx receives a written Acquisition Proposal that the Brazauro Xxxxxx Board determines in good faith, after consultation with its financial advisors and Brazauro Counseloutside counsel, constitutes or, if consummated in accordance with its terms, could reasonably be expected to result in a Superior Proposal, then Brazauro Xxxxxx may, provided it is in compliance with Section 7.2.4: (a) furnish information with respect to Brazauro Xxxxxx and its subsidiaries to the person making such Acquisition Proposal; and/or (b) enter into, participate, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the person making such Acquisition Proposal, provided that Brazauro Xxxxxx shall not, and shall not allow its Representatives to, disclose any non-public information with respect to Brazauro Xxxxxx to such person (i) if such non public information has not been previously provided to, or is not concurrently provided to, EldoradoHudBay; and (ii) without Brazauro entering into a confidentiality an agreement with such person substantially in the form of the Confidentiality Agreement containing terms and conditions that are customary for such agreements in the mining industry, but in no case that are no more favourable to such person than those found in the Confidentiality Agreement and that are not individually or in the aggregate materially more favourable to such person than those found in the Confidentiality Agreement. In particular but without limitation such agreement may not include any provision calling for an exclusive right to negotiate with Xxxxxx and may not restrict Xxxxxx or the Xxxxxx Subsidiaries from complying with this Section 7.2.