Common use of Responding to Acquisition Proposals Clause in Contracts

Responding to Acquisition Proposals. Notwithstanding Section 7.1, if, prior to the approval of the Arrangement Resolution by the Company Securityholders, the Company receives a bona fide written Acquisition Proposal, the Company may (x) engage in or participate in discussions or negotiations with the Person or group of Persons making such Acquisition Proposal, and (y) provide such Person or group of Persons non-public information relating to the Company or any of its Subsidiaries or access to the properties, books or records of the Company or any Subsidiary, if and only if: (a) the Company Board first determines, in good faith after consultation with the Company’s legal and financial advisors, that such Acquisition Proposal constitutes or would reasonably be expected to constitute or lead to a Company Superior Proposal and has provided the Parent with written notice of such determination; (b) the Company Board first determines, in good faith after consultation with the Company’s legal and financial advisors, that the failure to participate in such discussions or negotiations or to disclose such non-public information to such third party would be inconsistent with its fiduciary duties under applicable Law; (c) such Acquisition Proposal did not result from a breach of Section 7.1 by the Company in any material respect; and (d) prior to providing any such copies, access or disclosures, (i) the Company enters into a confidentiality agreement with such Person, or confirms it has previously entered into such an agreement which remains in effect, in either case on terms not materially less stringent than the Confidentiality Agreement, (ii) the Company provides the Parent with a true, complete and final executed copy of such confidentiality agreement, and (iii) any such copies, access or disclosure provided to such Person shall have already been or shall concurrently be provided to the Parent.

Responding to Acquisition Proposals. Notwithstanding Section 7.18.1, if, prior to the approval of the Arrangement Resolution by the Company SecurityholdersParent Stockholder Approvals, the Company Parent receives a bona fide written Acquisition Proposal, the Company Parent may (x) engage in or participate in discussions or negotiations with the Person or group of Persons making such Acquisition Proposal, and (y) provide such Person or group of Persons non-public information relating to the Company Parent or any of its Subsidiaries or access to the properties, books or records of the Company Parent or any Subsidiary, if and only if: (a) the Company Parent Board first determines, in good faith after consultation with the CompanyParent’s legal and financial advisors, that such Acquisition Proposal constitutes or would reasonably be expected to constitute or lead to a Company Parent Superior Proposal and has provided the Parent Company with written notice of such determination; (b) the Company Parent Board first determines, in good faith after consultation with the CompanyParent’s legal and financial advisors, that the failure to participate in such discussions or negotiations or to disclose such non-public information to such third party would be inconsistent with its fiduciary duties under applicable Law; (c) such Acquisition Proposal did not result from a breach of Section 7.1 8.1 by the Company Parent in any material respect; and (d) prior to providing any such copies, access or disclosures, (i) the Company Parent enters into a confidentiality agreement with such Person, or confirms it has previously entered into such an agreement which remains in effect, in either case on terms not materially less stringent than the Confidentiality Agreement, (ii) the Company Parent provides the Parent Company with a true, complete and final executed copy of such confidentiality agreement, and (iii) any such copies, access or disclosure provided to such Person shall have already been or shall concurrently be provided to the ParentCompany.

Responding to Acquisition Proposals. Notwithstanding Section 7.1, if, prior to the approval of the Arrangement Resolution by the Company SecurityholdersShareholders, the Company receives a an unsolicited bona fide written Acquisition Proposal, the Company may (x) engage in or participate in discussions or negotiations with the Person or group of Persons making such Acquisition Proposal, and (y) provide such Person or group of Persons non-public information relating to the Company or any of its Subsidiaries or access to the properties, books or records of the Company or any Subsidiary, if and only if: (a) the Company Board first determines, determines in good faith faith, after consultation with the Company’s its financial advisors and outside legal and financial advisorscounsel, that such Acquisition Proposal constitutes or or, if consummated in accordance with its terms, would reasonably be expected to constitute or lead to a Company Superior Proposal Proposal, and has provided the Parent Hudbay with written notice of such determination; (b) such Person was not restricted from making the Acquisition Proposal pursuant to an existing confidentiality, standstill, non-solicitation or similar restriction with the Company Board first determines, in good faith after consultation with the Company’s legal and financial advisors, that the failure to participate in such discussions or negotiations or to disclose such non-public information to such third party would be inconsistent with any of its fiduciary duties under applicable LawSubsidiaries; (c) such Acquisition Proposal did not result from a breach of Section 7.1 by the Company has been, and continues to be, in any material respectcompliance with its obligations under this Article 7; and (d) prior to providing any such copies, access or disclosuresdisclosure, (i) the Company enters into a confidentiality and standstill agreement with such Person, or confirms it has previously entered into such an agreement which remains in effect, in either case Person that contains a customary standstill provision and that is otherwise on terms not materially that are no less stringent favourable to the Company than those found in the Confidentiality Agreement, (ii) the Company provides the Parent Hudbay with a true, complete and final executed copy of such confidentiality agreement, and (iii) any such copies, access or disclosure provided to such Person shall have already been or shall concurrently be provided to the ParentHudbay.

Responding to Acquisition Proposals. Notwithstanding Section 7.18.1, if, prior to the approval of the Arrangement Share Issuance Resolution by the Company SecurityholdersHudbay Shareholders, the Company Hudbay receives a bona fide written Acquisition Proposal, the Company Hudbay may (x) engage in or participate in discussions or negotiations with the Person or group of Persons making such Acquisition Proposal, and (y) provide such Person or group of Persons non-public information relating to the Company Hudbay or any of its Subsidiaries or access to the properties, books or records of the Company Hudbay or any Subsidiary, if and only if: (a) the Company Hudbay Board first determines, in good faith after consultation with the Company’s its financial advisors and outside legal and financial advisorscounsel, that such Acquisition Proposal constitutes or would could reasonably be expected to constitute or lead to a Company Hudbay Superior Proposal and has provided the Parent Company with written notice of such determination; (b) such Person was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-solicitation or similar agreement with Hudbay (it being acknowledged by the Company Board first determinesthat the automatic termination or automatic release, in good faith after consultation with each case pursuant to the Company’s legal terms thereof, of any standstill restrictions of any such agreements as a result of the entering into and financial advisors, that the failure to participate in such discussions or negotiations or to disclose such non-public information to such third party would announcement of this Agreement shall not be inconsistent with its fiduciary duties under applicable Lawa violation of this Section 8.3(b)); (c) such Acquisition Proposal did not result from a breach of Section 7.1 8.1 by the Company Hudbay in any material respect; and (d) prior to providing any such copies, access or disclosures, (i) the Company Hudbay enters into a confidentiality and standstill agreement with such Person, or confirms it has previously entered into such an agreement which remains in effect, in either case on terms not materially less stringent than the Confidentiality Agreement, (ii) Hudbay provides the Company provides the Parent with a true, complete and final executed copy of such confidentiality agreement, and (iii) any such copies, access or disclosure provided to such Person shall have already been or shall concurrently be provided to the ParentCompany.

Responding to Acquisition Proposals. Notwithstanding Section 7.1, if, prior to the approval of the Arrangement Resolution by the Company SecurityholdersShareholders, the Company receives a bona fide written Acquisition Proposal, the Company may (x) engage in or participate in discussions or negotiations with the Person or group of Persons making such Acquisition Proposal, and (y) provide such Person or group of Persons non-public information relating to the Company or any of its Subsidiaries or access to the properties, books or records of the Company or any Subsidiary, if and only if: (a) the Company Board first determines, in good faith after consultation with the Company’s its financial advisors and outside legal and financial advisorscounsel, that such Acquisition Proposal constitutes or would could reasonably be expected to constitute or lead to a Company Superior Proposal and has provided the Parent Hudbay with written notice of such determination; (b) such Person was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-solicitation or similar agreement with the Company Board first determines(it being acknowledged by Hudbay that the automatic termination or automatic release, in good faith after consultation with each case pursuant to the Company’s legal terms thereof, of any standstill restrictions of any such agreements as a result of the entering into and financial advisors, that the failure to participate in such discussions or negotiations or to disclose such non-public information to such third party would announcement of this Agreement shall not be inconsistent with its fiduciary duties under applicable Lawa violation of this Section 7.3(b)); (c) such Acquisition Proposal did not result from a breach of Section 7.1 by the Company in any material respect; and (d) prior to providing any such copies, access or disclosures, (i) the Company enters into a confidentiality and standstill agreement with such Person, or confirms it has previously entered into such an agreement which remains in effect, in either case on terms not materially less stringent than the Confidentiality Agreement, (ii) the Company provides the Parent Hudbay with a true, complete and final executed copy of such confidentiality agreement, and (iii) any such copies, access or disclosure provided to such Person shall have already been or shall concurrently be provided to the ParentHudbay.