Common use of RESTRICTIONS ON ALIENATION Clause in Contracts

RESTRICTIONS ON ALIENATION. 12.01 Save and except as provided elsewhere herein, during the Carry Period and for a period of one year thereafter SMC shall not transfer, convey, assign, mortgage or grant an option in respect of or grant a right to purchase or in any way transfer or alienate all or any portion of its Interest or rights under this Agreement except by permission of the other Party, which shall not be unreasonably with held. Stockgroup may sell its Interest, or any part thereof, but shall sell subject to the buyer assuming its obligations of this Agreement. 12.02 Nothing in this section shall prevent: (a) a sale by any Party of any part of its Interest or an assignment of any part of its rights under this Agreement to an Affiliate provided that such Affiliate first complies with the provisions of sub-paragraph 12.09 and agrees with the other Parties in writing to re-transfer such Interest to the originally assigning Party before ceasing to be an Affiliate of such Party; or (b) a disposition pursuant to an amalgamation or corporate reorganization which will have the effect in law of the amalgamated or surviving company possessing all the property, rights and interest and being subject to all debts, liabilities and obligations of each amalgamating or predecessor company, and the same not constituting a change of control. 12.03 Any of the Parties intending to dispose of all or any portion of its Interest or rights under this Agreement (in this section called the "Offeror") shall first give notice in writing to the other Parties (in this section called the "Offerees") of such intention together with the terms and conditions on which the Offeror intends to dispose of its Interest or a portion thereof or rights under this Agreement. 12.04 Any communication of an intention to sell (the "Offer") for the purposes of this section shall be in writing and shall: (a) set out in reasonable detail all of the terms and conditions of any intended sale; (b) if it is made pursuant to a proposed sale by agent, advertisement, or otherwise, include a photocopy of the Offer and all other relevant documents; and (c) if it is made pursuant to a third Party offer, clearly identify the offering Party and include such information as is known by the Offeror about such offering Party; and such communication will be deemed to constitute an Offer by the Offeror to the Offerees to sell the Offeror's Interest or its rights (or a portion thereof as the case may be) under this Agreement to the Offerees on the terms and conditions set out in such Offer. 12.05 Any Offer made as contemplated in sub-paragraph 12.04 shall be open for acceptance by one or more Offerees, and if more than one, then pro-rata by the Offerees, for a period of thirty (30) days from the date of receipt by the Offerees. The whole of the Offer must be accepted and if there are more than one Offeree, and one or more refuse their pro-rata portion, then the same may be accepted by the other Offerees in whole, but pro rata if more than one. 12.06 If one or more of the Offerees accept the Offer, such acceptance shall constitute a binding agreement of purchase and sale between the Offeror and the Offerees, or of such one or more of them as accept the Offer on the terms and conditions set out in such Offer. 12.07 If none of the Offerees accept the Offer, or do accept but fail to close the transaction contemplated thereby, the Offeror may complete a sale and purchase of its Interest, or a portion thereof or rights under this Agreement, for up to six months thereafter on terms and conditions not less favorable to the Offeror than those set out in the Offer. 12.08 While any Offer is outstanding, no other Offer may be made until the first Offer is disposed of and any sale resulting therefrom completed or abandoned in accordance with the provisions of this part. 12.09 Before the completion of any sale by a Party of its Interest or rights, or any portion thereof, under this Agreement, the purchasing party shall enter into an agreement with the Parties not selling on the same terms and conditions, mutatis mutandis, as set out in this Agreement. 12.10 Each Party agrees that its failure to comply with the restrictions set out in this section would constitute an injury and result in damage to the other Parties impossible to measure monetarily and, in the event of such failure, the other Parties shall, in addition and without prejudice to any other rights and remedies at law or in equity, be entitled to injunctive relief restraining or enjoining any sale of any Interest or rights under this Agreement, save in accordance with the provisions of this section, and any Party intending to make a sale or making a sale contrary to the provisions of this section hereby waives any defense it might have in law to such injunctive relief.

RESTRICTIONS ON ALIENATION. 12.01 Save and except as provided elsewhere herein, during the Carry Period and for a period of one year thereafter SMC first three (3) years no Party shall not transfer, convey, assign, mortgage or grant an option in respect of or grant a right to purchase or in any way transfer or alienate all or any portion of its Interest or rights under this Agreement except by permission of the other Party, which Parties. Thereafter the below right of first refusal shall not be unreasonably with held. Stockgroup may sell its Interest, or any part thereof, but shall sell subject to the buyer assuming its obligations of this Agreementfirst apply. 12.02 Nothing in this section shall prevent: (a) a sale by any Party of any part of its Interest or an assignment of any part of its rights under this Agreement to an Affiliate provided that such Affiliate first complies with the provisions of sub-paragraph 12.09 and agrees with the other Parties in writing to re-transfer such Interest to the originally assigning Party before ceasing to be an Affiliate of such Party; or (b) a disposition pursuant to an amalgamation or corporate reorganization which will have the effect in law of the amalgamated or surviving company possessing all the property, rights and interest and being subject to all debts, liabilities and obligations of each amalgamating or predecessor company, and the same not constituting a change of control. 12.03 Any of the Parties intending to dispose of all or any portion of its Interest or rights under this Agreement (in this section called the "Offeror") shall first give notice in writing to the other Parties Party(s) (in this section called the "Offerees") of such intention together with the terms and conditions on which the Offeror intends to dispose of its Interest or a portion thereof or rights under this Agreement. 12.04 Any communication of an intention to sell (the "Offer") for the purposes of this section shall be in writing and shall: (a) set out in reasonable detail all of the terms and conditions of any intended sale; (b) if it is made pursuant to a proposed sale by agent, advertisement, or otherwise, include a photocopy of the Offer and all other relevant documents; and (c) if it is made pursuant to a third Party offer, clearly identify the offering Party and include such information as is known by the Offeror about such offering Party; and such communication will be deemed to constitute an Offer by the Offeror to the Offerees to sell the Offeror's Interest or its rights (or a portion thereof as the case may be) under this Agreement to the Offerees on the terms and conditions set out in such Offer. 12.05 Any Offer made as contemplated in sub-paragraph 12.04 shall be open for acceptance by one or more Offerees, and if more than one, then pro-rata by the Offerees, for a period of thirty sixty (3060) days from the date of receipt by the Offerees. The whole of the Offer must be accepted and if there are more than one Offeree, and one or more refuse their pro-rata portion, then the same may be accepted by the other Offerees in whole, but pro rata if more than one. 12.06 If one or more of the Offerees accept the Offer, such acceptance shall constitute a binding agreement of purchase and sale between the Offeror and the Offerees, or of such one or more of them as accept the Offer on the terms and conditions set out in such Offer. 12.07 If none of the Offerees accept the Offer, or do accept but fail to close the transaction contemplated thereby, the Offeror may complete a sale and purchase of its Interest, or a portion thereof or rights under this Agreement, for up to six months thereafter on terms and conditions not less favorable to the Offeror than those set out in the Offer. 12.08 While any Offer is outstanding, no other Offer may be made until the first Offer is disposed of and any sale resulting therefrom completed or abandoned in accordance with the provisions of this part. 12.09 Before the completion of any sale by a Party of its Interest or rights, or any portion thereof, under this Agreement, the purchasing party shall enter into an agreement with the Parties not selling on the same terms and conditions, mutatis mutandis, as set out in this Agreement. 12.10 Each Party agrees that its failure to comply with the restrictions set out in this section would constitute an injury and result in damage to the other Parties impossible to measure monetarily and, in the event of such failure, the other Parties shall, in addition and without prejudice to any other rights and remedies at law or in equity, be entitled to injunctive relief restraining or enjoining any sale of any Interest or rights under this Agreement, save in accordance with the provisions of this section, and any Party intending to make a sale or making a sale contrary to the provisions of this section hereby waives any defense it might have in law to such injunctive relief.

RESTRICTIONS ON ALIENATION. 12.01 Save and except as provided elsewhere herein, during the Carry Period and for a period of one year thereafter SMC shall not 8.1 Except in accordance with this Agreement no party will transfer, convey, assign, mortgage or grant an option in respect of or grant a right to purchase or in any way manner transfer or alienate any or all or any portion of its Participating Interest or transfer or assign any of its rights under this Agreement. 8.2 A party will not sell any of its Participating Interest or transfer or assign any of its rights under this Agreement except by permission except: (1) in its entirety; (2) pursuant to an agreement in which the consideration is expressed only in lawful money of Canada; (3) as a single transaction not directly or indirectly part of some other sale or purchase or agreement for any additional consideration of any nature whatsoever; and (4) when there is no default of any of the other Party, which shall not be unreasonably with held. Stockgroup may sell its Interest, or any part thereof, but shall sell subject to the buyer assuming its obligations of this Agreementcovenants and agreements herein contained by such party. 12.02 8.3 Nothing in this section shall Article 8, will prevent: (a1) a sale sale, transfer or assignment by any Party [Designated Subsidiary] or [Nominee] of any part all of its Participating Interest or an a sale, transfer or assignment of any part of all its rights under this Agreement to an Affiliate or to an Associated Company, provided that such Affiliate or Associated Company, as the case may be, first complies with the provisions of sub-paragraph 12.09 assumes and agrees with to be bound by the other Parties in writing terms of this Agreement and further provided that the transfer shall require that if the Affiliate or Associated Company ceases to re-transfer be such within two years of the date of transfer, the Participating Interest transferred shall be: (1) retransferred to the originally assigning Party before ceasing to be an Affiliate of such Partytransferor; or (b2) offered to the other Participants at its fair value, as agreed between the Offeror and the Participants, or, failing agreement, as determined by arbitration to be its fair value; (2) a joint disposition pursuant of the Property or all or any part of the other assets constituting any part of the Assets to a third party by all the parties; (3) an amalgamation or corporate reorganization involving a party hereto which will have has the effect in law of the amalgamated or surviving company corporation possessing all the property, rights and interest interests and being subject to all the debts, liabilities and obligations of each amalgamating or predecessor companycorporation; or (4) a sale, and the same not constituting a change of controlforfeiture, charge, withdrawal, transfer or other disposition or encumbrance which is otherwise specifically required or permitted under this Agreement. 12.03 Any of 8.4 Subject to the Parties intending to dispose of all or foregoing, any portion of its Interest or rights under this Agreement party (in this section Article 8 called the "Offeror") shall intending to sell its Participating Interest or transfer or assign its rights under this Agreement will first give notice in writing to the other Parties party (in this section Article 8 called the "OffereesOfferee") of such intention together with the terms and conditions on which the Offeror intends to dispose of sell its Participating Interest or a portion thereof transfer or assign it rights under this Agreement. 12.04 8.5 If any party (in this Article 8 also called the "Offeror") receives any offer to purchase its Participating Interest or its rights under this Agreement which it intends to accept, the Offeror will not accept the same unless and until the Offeror has first offered to sell such Participating Interest or rights to the other party (in this Article 8 also called the "Offeree") on the same terms and conditions as in the offer received and the same has not been accepted by the Offeree in accordance with paragraph 8.7. 8.6 Any communication of an intention to sell pursuant to paragraphs 8.4 or 8.5 (the "Offer") for the purposes of this section shall will be in writing delivered in accordance with Article 13 and shallwill: (a1) set out in reasonable detail fully and clearly all of the terms and conditions of any intended sale; (b2) if it is made pursuant to a proposed sale by agent, advertisement, or otherwiseparagraph 8.5, include a photocopy true copy of the Offer and all other relevant documentsoffer received; and (c3) if it is made pursuant to a third Party offerparagraph 8.5, clearly identify the offering Party party and include such information as is known by the Offeror about such offering Partyparty; and such communication will be deemed to constitute an Offer by the Offeror to the Offerees Offeree to sell the Offeror's Participating Interest or transfer or assign its rights (or a portion thereof as the case may be) under this Agreement to the Offerees Offeree on the terms and conditions set out in such Offer. 12.05 8.7 Any Offer made as contemplated in sub-paragraph 12.04 shall 8.6 will be open for acceptance by one or more Offerees, and if more than one, then pro-rata by the Offerees, Offeree for a period of thirty ninety (3090) days from the date of receipt by the Offerees. The whole of Offeree. 8.8 If the Offeree accepts the Offer must be accepted and if there are more than one Offeree, and one or more refuse their pro-rata portionwithin the time provided in paragraph 8.7, then the same may be accepted by the other Offerees in whole, but pro rata if more than one. 12.06 If one or more of the Offerees accept the Offer, such acceptance shall will constitute a binding agreement of purchase and sale between the Offeror and the Offerees, Offeree for the Offeror's Participating Interest or of such one or more of them as accept the Offer rights under this Agreement on the terms and conditions set out in such the Offer. 12.07 8.9 If none of the Offerees Offeree does not accept the Offer, or do accept but fail to close Offer within the transaction contemplated therebytime limited, the Offeror may complete a the sale and purchase of its Interest, Participating Interest or a portion thereof or its rights under this Agreement, for up to six months thereafter Agreement on terms and conditions not less favorable no more favourable to the Offeror buyer thereof than those that were set out in the OfferOffer and, where applicable, only to the party making the original offer to the Offeror as contemplated in paragraph 8.5, and in any event such sale will be completed within ninety (90) days from the expiration of the right of the Offeree to accept such Offer or the Offeror must again comply with the provisions of this Article 8. 12.08 While any 8.10 Following an Offer is outstandingunder paragraph 8.6, no other Offer may be made by the Offeror unless and until the first Offer is disposed ninety (90) day period referred to in paragraph 8.9 has expired and no sale of and any sale resulting therefrom the Offeror's Participating Interest or rights has been completed or abandoned in accordance with the provisions terms of this partthe first-mentioned Offer. 12.09 Before 8.11 If a party which is the completion Operator sells its Participating Interest or transfers or assigns its rights under this Agreement to a third party, its rights and obligations as Operator under this Agreement will be included in such sale only if the third party is capable of any assuming and performing the duties and obligations of the Operator imposed under this Agreement and the consent of all parties to this Agreement is first had and obtained, such consent not to be unreasonably withheld. 8.12 No sale by a Party party of its Participating Interest or rights, or any portion thereof, of its rights under this Agreement, Agreement will be completed unless the purchasing party shall enter purchaser enters into an agreement with the Parties remaining party pursuant to which it agrees not selling on to sell, transfer or assign the same terms and conditions, mutatis mutandis, as set out in this Agreement. 12.10 Each Party agrees that its failure to comply with the restrictions set out in this section would constitute an injury and result in damage to the other Parties impossible to measure monetarily and, in the event of such failure, the other Parties shall, in addition and without prejudice to any other rights and remedies at law or in equity, be entitled to injunctive relief restraining or enjoining any sale of any acquired Participating Interest or rights under this Agreement, save except in accordance with the provisions terms of this section, and any Party intending to make a sale or making a sale contrary to the provisions of this section hereby waives any defense it might have in law to such injunctive reliefArticle 8.

RESTRICTIONS ON ALIENATION. 12.01 Save and except as provided elsewhere herein, during the Carry Period and for a period of one year thereafter SMC 17.1 Except in accordance with this Agreement neither Participant shall not transfer, convey, assign, mortgage or grant an option in respect of or grant a right to purchase or in any way manner transfer or alienate any or all or any portion of its Interest in the Property or transfer or assign any of its rights under this Agreement except by permission other than a Net Profits Interest. 17.2 Neither Participant shall sell any of its Interest in the Property or otherwise transfer or assign any of its rights under this Agreement except: (a) in its entirety, unless specifically provided otherwise hereunder; (b) pursuant to an agreement in writing; (c) as a single transaction not directly or indirectly part of some other sale or purchase or agreement for any additional consideration of any nature whatsoever; and (d) when there is no default of any of the other Party, which shall not be unreasonably with held. Stockgroup may sell its Interest, or any part thereof, but shall sell subject to the buyer assuming its obligations of this Agreementcovenants and agreements herein contained by such Participant. 12.02 17.3 Nothing in this section shall prevent: (a) a sale by any Party either Participant of any part all of its Interest in the Property or an assignment of any part of all its rights under this Agreement to an Affiliate Associated Company provided that such Affiliate Associated Company first complies with the provisions of sub-paragraph 12.09 subsection 17.11 and agrees with the other Parties parties in writing to re-transfer retransfer such Interest to the originally assigning Party party before ceasing to be an Affiliate Associated Company of such Party; orParticipant; (b) a joint disposition pursuant to an amalgamation or corporate reorganization which will have the effect in law of the amalgamated Property or surviving company possessing all or any part of the other assets constituting any part of the Assets to a third party by all the property, rights and interest and being subject to all debts, liabilities and obligations of each amalgamating or predecessor company, and the same not constituting Participants; (c) a change of control. 12.03 Any of the Parties intending to dispose transfer of all or any portion part of the Interests of one Participant to the other Participant; or (d) an assignment by Expatriate of its entire Interest or and its rights under this Agreement to Energold Minerals Inc. 17.4 Subject to subsections 17.1, 17.2 and 17.3 if either Participant (in this section called the "“Offeror"”) intends to sell its Interest in the Property or assign its rights under this Agreement it shall first give notice in writing to the other Parties Participant (in this section the Participant receiving such notice is called the "Offerees"“Offeree”) of such intention together with the terms and conditions on which the Offeror intends to dispose of sell its Interest in the Property or a portion thereof or assign its rights under this Agreement. 12.04 17.5 Subject to subsections 17.1, 17.2 and 17.3, if either Participant (in this section also called the “Offeror”) receives any offer to purchase its Interest in the Property or assign its rights under this Agreement which it intends to accept, the Offeror shall not accept the same unless and until the Offeror has first offered to sell such Interest in the Property or rights under the Agreement to the other Participant (in this section also called the “Offeree”) on the same terms and conditions as in the offer received and the same has not been accepted by the Offeree in accordance with subsection 17.7. 17.6 Any communication of an intention to sell pursuant to subsections 17.4 or 17.5 (the "“Offer") ” for the purposes of this section only) shall be in writing delivered in accordance with section 20 and shall: (a) set out in reasonable detail fully and clearly all of the terms and conditions of any intended sale; (b) if it is made pursuant to a proposed sale by agent, advertisement, or otherwisesubsection 17.5, include a photocopy of the Offer and all other relevant documents; and (c) if it is made pursuant to a third Party offer, clearly identify the offering Party entity making the offer and include such information as is known by the Offeror about such offering Partyentity; and (c) to the extent that the Offer contains non-cash consideration, the cash equivalent value of the Offer; and such communication will be deemed to constitute an Offer by the Offeror to the Offerees Offeree to sell the Offeror's ’s Interest in the Property or transfer or assign its rights (or a portion thereof as the case may be) under this Agreement to the Offerees Offeree on the terms and conditions set out in such Offer. 12.05 17.7 Any Offer made as contemplated in sub-paragraph 12.04 subsection 17.6 shall be open for acceptance by one or more Offerees, and if more than one, then pro-rata by the Offerees, Offeree for a period of thirty (30) 60 days from the date of receipt by the Offerees. The whole of Offeree. 17.8 If an Offeree accepts the Offer must be accepted and if there are more than one Offeree, and one or more refuse their pro-rata portion, then within the same may be accepted by the other Offerees in whole, but pro rata if more than one. 12.06 If one or more of the Offerees accept the Offertime limited, such acceptance shall constitute a binding agreement of purchase and sale between the Offeror and the Offerees, Offeree for the Interest in the Property or of such one or more of them as accept the Offer its rights under this Agreement on the terms and conditions set out in such Offer. 12.07 17.9 If none the Offer contains a cash equivalent value pursuant to subsection 17.6(c), the Offeree may accept the Offer and as a result will be obligated to pay the Offeror the cash equivalent value as set out in the Offer. Within 30 days of receipt of an Offer containing a cash equivalent value, the Offeree may give written notice to the Offeror that it intends to dispute the cash equivalent value set out in the Offer. If such dispute has not been resolved within 20 days of delivery of the Offerees written notice of such dispute, the matter shall be resolved by arbitration pursuant to Section 34, and in such event, the Offeree’s right to accept such Offer pursuant to subsection 17.7 shall be extended until 10 days after such dispute has been finally resolved by such arbitration. 17.10 If the Offeree does not accept the Offer, or do accept but fail to close Offer within the transaction contemplated thereby, time limited the Offeror may complete a sale and purchase of its Interest, Interest or a portion thereof or its rights under this Agreement, for up to six months thereafter Agreement on exactly the same terms and conditions not less favorable to the Offeror than those set out in the OfferOffer and, where applicable, only to the party making the original offer to the Offeror as contemplated in subsection 17.5, and in any event such sale and purchase will be completed within 90 days from the expiration of the right of the Offeree to accept such Offer or the Offeror must again comply with the provisions of this section. 12.08 17.11 While any Offer is outstanding, outstanding no other Offer may be made until the first mentioned Offer is disposed of and any sale resulting therefrom completed or abandoned in accordance with the provisions of this partsection. 12.09 17.12 Before the completion of any sale by a Party Participant of its Interest or rights, or any portion thereof, rights under this Agreement, to an Associated Company or otherwise, the entity purchasing party such Interest shall enter into an agreement with agree in writing to be bound by the Parties not selling on the same terms and conditions, mutatis mutandis, as set out in conditions of this Agreement. 12.10 17.13 Each Party Participant agrees that its failure to comply with the restrictions set out in this section would constitute an injury and result in damage to the other Parties Participant impossible to measure monetarily and, in the event of any such failure, failure the other Parties Participant shall, in addition and without prejudice to any other rights and remedies at law or in equity, be entitled to seek injunctive relief restraining or enjoining any sale of any Interest in the Property or assignment of any rights under this Agreement, Agreement save in accordance with the provisions of this section. 17.14 If the Participant acting as Operator sells its Interest in the Property or transfers or assigns its rights under this Agreement to a third party, and any Party intending to make a its right as Operator under this Agreement shall be included in such sale or making a sale contrary only if the third party is acceptable to the provisions remaining Participant and is capable of assuming and performing the duties and obligations of the Operator imposed under this section hereby waives any defense it might have in law to such injunctive reliefAgreement.

RESTRICTIONS ON ALIENATION. 12.01 Save and except as provided elsewhere herein, during 1. Neither NGL nor AML (the Carry Period and for a period of one year thereafter SMC shall not "Transferor") will transfer, convey, assign, mortgage or grant an option in respect of or grant a right to purchase or in any way manner transfer or alienate or agree to transfer or alienate (all of which are collectively referred to in this section 21 as a "Transfer") any or any portion all of its Interest shareholdings in ONCM or MB or its Interest, rights under this Agreement or Net Smelter Returns Royalty (collectively, a party’s "Holdings") except by permission in accordance with this section 21. Neither ONCM nor MB will transfer, convey, assign, mortgage or grant an option in respect of or grant a right to purchase or in any manner transfer or alienate or agree to transfer or alienate any rights or interests that it holds in the Assets or under this Agreement or Net Smelter Returns Royalty. 2. No Transfer of any of a party’s Holdings will be effective unless the consent of the other PartyVendor is obtained in accordance with the Asset Purchase Agreement, which shall the Transferor is not in material default of any term or provision of this Agreement at the time of Transfer and until any proposed assignee, transferee, purchaser, grantee or encumbrancer of such Holdings ("Transferee") has executed and delivered to all parties, including the Vendor, an agreement in form and substance satisfactory to counsel for all such remaining parties, related to this Agreement, containing: 1. a covenant by such Transferee with all parties to perform all of the obligations of the Transferor to be unreasonably with heldperformed under this Agreement and the Asset Purchase Agreement in respect of the Holdings to be acquired by the Transferee; and 2. Stockgroup may sell its Interest, or a provision subjecting any part thereof, but shall sell subject further Transfer of such Holdings to the buyer assuming its obligations provisions of this section 21. 3. No Party will Transfer any of its Holdings except: 1. pursuant to a binding agreement in writing; 2. as a single transaction not directly or indirectly part of some other sale or purchase or agreement for any additional consideration of any nature whatsoever; and 3. where the party has notified the Vendor in accordance with the Asset Purchase Agreement and the Vendor has consented to such transfer in accordance with the Asset Purchase Agreement. 12.02 Nothing in this section shall prevent: (a) a sale by any Party of any part of its Interest or an assignment of any part of its rights under this Agreement to an Affiliate provided that such Affiliate first complies with the provisions of sub-paragraph 12.09 and agrees with the other Parties in writing to re-transfer such Interest to the originally assigning Party before ceasing to be an Affiliate of such Party; or (b) a disposition pursuant to an amalgamation or corporate reorganization which will have the effect in law of the amalgamated or surviving company possessing all the property, rights and interest and being subject to all debts, liabilities and obligations of each amalgamating or predecessor company, and the same not constituting a change of control. 12.03 4. Any of the Parties intending to dispose of all or any portion of its Interest or rights under this Agreement party (in this section called the "Offeror") shall intending to Transfer its Holdings will first give notice in writing to the other Parties party (in this section called the "OffereesOfferee") of such intention together with the terms and conditions on which the Offeror intends to dispose of Transfer its Interest or a portion thereof or rights under this AgreementHoldings. 12.04 5. If any party (in this section also called the "Offeror") receives any offer to Transfer its Holdings which it intends to accept (the "Third Party Offer"), the Offeror will not accept the Third Party Offer unless and until the Offeror has first offered to Transfer its Holdings to the other party (in this section also called the "Offeree") on the same terms and conditions as contained in the Third Party Offer and such offer to the Offeree by the Offeror has not been accepted by the Offeree in accordance with subsection 21.8. 6. Any communication of an intention to sell pursuant to subsection 21.5 or an offer to sell pursuant to 21.6 (the each an "Offer") " for the purposes of this section shall 21 only) will be delivered in writing accordance with section 21 and shallwill: (a) 1. set out in reasonable detail fully and clearly all of the terms and conditions of any intended saleTransfer together with a currency equivalent of any non-cash consideration in Canadian dollars and an explanation of the manner in which such currency equivalent was obtained; (b) 2. if it is made pursuant to a proposed sale by agent, advertisement, or otherwisesubsection 21.6, include a photocopy of the Third Party Offer and all other relevant documents; and (c) if it is made pursuant to a third Party offer, clearly identify the offering Party party and include such information as is known by the Offeror about such offering Partyparty; and such communication will be deemed to constitute an Offer by the Offeror to the Offerees Offeree to sell Transfer the Offeror's Interest or its rights (or a portion thereof as the case may be) under this Agreement ’s Holdings to the Offerees Offeree on the terms and conditions set out in such Offer. 12.05 7. Any Offer made as contemplated in sub-paragraph 12.04 shall subsection 21.7 will be open for acceptance by one or more Offerees, and if more than one, then pro-rata by the Offerees, Offeree for a period of thirty ninety (3090) days from the date of receipt by the Offerees. The whole of the Offer must be accepted and if there are more than one Offeree, and one or more refuse their pro-rata portion, then the same may be accepted by the other Offerees in whole, but pro rata if more than oneOfferee. 12.06 8. If one or more of the Offerees accept Offeree accepts the Offer, Offer within the time limited such acceptance shall will constitute a binding agreement of purchase and sale between the Offeror and the Offerees, or of such one or more of them as accept Offeree to Transfer the Offer Holdings on the terms and conditions set out in such Offer, provided such sale and purchase must close within ninety (90) days following the acceptance of such Offer by the Offeree. 12.07 9. If none of the Offerees Offeree does not accept the Offer, or do accept but fail to close Offer within the transaction contemplated thereby, time limited the Offeror may complete a sale and purchase Transfer of its Interest, or a portion thereof or rights under this Agreement, for up to six months thereafter the Holdings on terms and conditions not less which are no more favorable to the Offeror proposed transferee than those set out in the OfferOffer and, where the Offer is made pursuant to subsection 23.6, only upon exactly the same terms as, and to the party making, the Third Party Offer to the Offeror, and in any event such Transfer must be completed within one hundred and twenty (120) days from the expiration of the right of the Offeree to accept such Offer or the Offeror must again comply with the provisions of this section with respect to the Holdings. 12.08 10. While any Offer is outstanding, outstanding no other Offer may be made until the first mentioned Offer is disposed of and any sale resulting therefrom completed or abandoned in accordance with the provisions of this partsection 21. 12.09 Before the completion of any sale by a Party of its Interest or rights, or any portion thereof, under this Agreement, the purchasing 11. Each party shall enter into an agreement with the Parties not selling on the same terms and conditions, mutatis mutandis, as set out in this Agreement. 12.10 Each Party agrees that its failure to comply with the restrictions set out in this section 21 would constitute an injury and result in damage to the other Parties party impossible to measure monetarily and, in the event of any such failure, failure the other Parties shallparty will, in addition and without prejudice to any other rights and remedies at law or in equity, be entitled to injunctive relief restraining or enjoining any sale Transfer of any Interest or rights under this Agreementan Holding, save in accordance with the provisions of this section, and any Party party intending to make a sale Transfer, or making a sale Transfer, of its Holdings contrary to the provisions of this section 21 hereby waives any defense it might have in law to such injunctive relief. 12. Subject to the restrictions otherwise provided for herein, if the Operator sells, assigns or transfers its Holdings to a Transferee which is not an Affiliate of the Operator, its right to be Operator under this agreement will be included in such sale, assignment or transfer only if, in the opinion of the Management Committee expressed in a resolution passed by voting members representing Participants holding, in the aggregate, not less than an eighty (80%) percent Interest, the Transferee is capable of assuming and performing the duties and obligations of the Operator imposed under this agreement. 13. Nothing in this section 21 will prevent: 1. a sale or assignment by a party of all of its Holdings to an Affiliate provided that such Affiliate first complies with the provisions of subsection 21.2 (including obtaining the consent of the Vendor) and agrees with the other party in writing to retransfer such Holdings to the originally assigning party before ceasing to be an Affiliate of such party; 2. a recalculation of an Interest pursuant to Section 10 or the transfer of an Interest in consideration of a Net Smelter Returns Royalty pursuant to subsection 10.5; or 3. a disposition pursuant to an amalgamation or corporate reorganization which will have the effect in law of the amalgamated or surviving entity possessing all the property, rights and interests and being subject to all the debts, liabilities and obligations of each amalgamating or predecessor entity provided that in the case of each of subsections 21.13(a), (b) or (c), the consent of the Vendor in accordance with the Asset Purchase Agreement has been obtained.