Common use of Right to Match Clause in Contracts

Right to Match. (a) Each Party covenants and agrees that it will not make a Change in Recommendation or accept, approve, endorse, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal (other than a confidentiality and standstill agreement permitted by Section 7.2(b)) unless: (i) the Party receiving such proposal (the “Receiving Party”) has complied with its obligations under Section 7.2 and has provided the other Party (the “Responding Party”) with a copy of all documentation relating to the Superior Proposal; and (ii) a period (the “Response Period”) of five (5) business days has elapsed from the date that is the later of: (A) the date on which the Responding Party receives written notice from the board of directors of the Receiving Party that such board of directors has determined, subject only to compliance with this Section 7.3, to make a Change in Recommendation or accept, approve, endorse, recommend or enter into a definitive agreement with respect to such Superior Proposal; and (B) the date the Responding Party receives all documentation relating to the Superior Proposal. (b) During the Response Period, the Responding Party will have the right, but not the obligation, to offer to amend this Agreement and the Plan of Arrangement. The board of directors of the Receiving Party shall review any such offer by the Responding Party to amend this Agreement and the Plan of Arrangement to determine whether the Acquisition Proposal to which the Responding Party is responding would continue to be a Superior Proposal when assessed against the Arrangement as it is proposed in writing by the Responding Party to be amended. If the board of directors of the Receiving Party determines that the Acquisition Proposal no longer constitutes a Superior Proposal, such board of directors will cause the Receiving Party to enter into an amendment to this Agreement with the Responding Party incorporating the amendments to the Agreement and Plan of Arrangement as set out in the written offer to amend, and will promptly reaffirm its recommendation of the Arrangement by the prompt issuance of a press release to that effect. If the board of directors of the Receiving Party determines that the Acquisition Proposal continues to be a Superior Proposal, the Receiving Party may approve and recommend that shareholders of the Receiving Party accept such Superior Proposal and may terminate this Agreement pursuant to Section 8.2(a)(iii)(B) or Section 8.2(a)(iv)(B), as applicable, in order to accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal. (c) Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the shareholders of the Receiving Party shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 and the Responding Party shall be afforded a new Response Period and the rights afforded in Section 7.3(b) in respect of each such Acquisition Proposal. (d) Where at any time within ten (10) days before the Sunward Meeting or the NovaCopper Meeting, as applicable, the Receiving Party has provided the Responding Party with a notice under Section 7.3(a) hereof, an Acquisition Proposal has been publicly disclosed or announced, and the Response Period has not elapsed, then, subject to applicable Laws, at the Responding Party’s request, the Receiving Party will postpone or adjourn the Sunward Meeting or the NovaCopper Meeting, as applicable, to a date acceptable to the Responding Party, acting reasonably, which shall not be later than ten (10) days after the scheduled date of the Sunward Meeting or the NovaCopper Meeting, as applicable, and shall, in the event that the Parties amend the terms of this Agreement pursuant to Section 7.3(b), ensure that the details of such amended Agreement are communicated to the shareholders as the Receiving Party prior to the resumption of the adjourned meeting.

Right to Match. (a) 7.3.1 Each Party covenants and agrees that it will not make a Change in Recommendation or accept, approve, endorse, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal (other than a confidentiality and standstill agreement permitted by Section 7.2(b)7.2.3) unless: (ia) the The Party receiving such proposal (the “Receiving Party”) has complied with its obligations under Section 7.2 and has provided the other Party (the “Responding Party”) with a copy of all documentation relating to the Superior ProposalProposal and all related documentation described in Section 7.2.4; andand 51175158.1 64 (iib) a period (the “Response Period”) of five (5) four business days has elapsed from the date that is the later of: : (Ax) the date on which the Responding Party receives written notice from the board of directors of the Receiving Party that such board of directors it has determined, subject only to compliance with this Section 7.3, to make a Change in Recommendation or accept, approve, endorse, recommend or enter into a definitive binding agreement to proceed with respect to such Superior Proposal; and and (By) the date the Responding Party receives all documentation relating to a copy of the Superior ProposalProposal and all related documents described in Section 7.2.4. (b) 7.3.2 During the Response Period, the Responding Party will have the right, but not the obligation, to offer to amend this Agreement and the Plan of Arrangement, including modification of the consideration. The board of directors of the Receiving Party shall review any such offer by the Responding Party to amend this Agreement and the Plan of Arrangement to determine whether the Acquisition Proposal to which the Responding Party is responding would continue to be a Superior Proposal when assessed against the Arrangement as it is proposed in writing by the Responding Party to be amended. If the board of directors of the Receiving Party determines that the Acquisition Proposal no longer constitutes a Superior Proposal, such board when assessed against this Agreement and the Plan of directors will cause Arrangement as they are proposed to be amended by the Responding Party, the Receiving Party will cause it to enter into an amendment to this Agreement with the Responding Party incorporating the amendments to the Agreement and Plan of Arrangement as set out in the written offer to amend, and will promptly reaffirm its recommendation of the Arrangement by the prompt issuance of a press release to that effect. If the board of directors of the Receiving Party determines that the Acquisition Proposal continues to be a Superior Proposal, the Receiving Party it may approve and recommend that shareholders holders of the Receiving Party its securities accept such Superior Proposal and may terminate provided that before doing so it terminates this Agreement and pays the Termination Fee pursuant to Section 8.2(a)(iii)(B8.2.1(d)(ii) or Section 8.2(a)(iv)(B8.2.1(c)(ii), as applicable, in order to accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal. (c) 7.3.3 Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the shareholders holders of the Receiving Party Party’s securities shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 and the Responding Party shall be afforded a new Response Period and the rights afforded in Section 7.3(b) 7.3.2 in respect of each such Acquisition Proposal. (d) 7.3.4 Where at any time within ten (10) days before the Sunward Company Meeting or the NovaCopper Acquiror Meeting, as applicable, the Receiving Party has provided the Responding Party with a notice under Section 7.3(a7.3.1(a) hereof, an Acquisition Proposal has been publicly disclosed or announced, and the Response Period has not elapsed, then, subject to applicable Laws, at the Responding Party’s request, the Receiving Party will postpone or adjourn the Sunward Company Meeting or the NovaCopper Acquiror Meeting, as applicable, to a date acceptable to the Responding Party, acting reasonably, which shall not be later than ten (10) days after the scheduled date of the Sunward Company Meeting or the NovaCopper Acquiror Meeting, as applicable, and shall, in the event that the Parties amend the terms of this Agreement pursuant to Section 7.3(b)7.3.2, ensure that the details of such amended Agreement are communicated to the shareholders as of the Receiving Party prior to the resumption of the adjourned meeting.

Right to Match. (a) Each Party covenants and agrees that it will not make a Change in Recommendation or accept, approve, endorse, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal (other than a confidentiality and standstill agreement permitted by Section 7.2(b)) unless: (i) the Party receiving such proposal (the “Receiving Party”) has complied with its obligations under Section 7.2 and has provided the other Party (the “Responding Party”) with a copy of all documentation relating to the Superior Proposal; and (ii) a period (the “Response Period”) of five (5) business days has elapsed from the date that is the later of: (A) the date on which the Responding Party receives written notice from the board of directors of the Receiving Party that such board of directors has determined, subject only to compliance with this Section 7.3, to make a Change in Recommendation or accept, approve, endorse, recommend or enter into a definitive agreement with respect to such Superior Proposal; and (B) the date the Responding Party receives all documentation relating to the Superior Proposal. (b) During the Response Period, the Responding Party will have the right, but not the obligation, to offer to amend this Agreement and the Plan of Arrangement. The board of directors of the Receiving Party shall review any such offer by the Responding Party to amend this Agreement and the Plan of Arrangement to determine whether the Acquisition Proposal to which the Responding Party is responding would continue to be a Superior Proposal when assessed against the Arrangement as it is proposed in writing by the Responding Party to be amended. If the board of directors of the Receiving Party determines that the Acquisition Proposal no longer constitutes a Superior Proposal, such board of directors will cause the Receiving Party to enter into an amendment to this Agreement with the Responding Party incorporating the amendments to the Agreement and Plan of Arrangement as set out in the written offer to amend, and will promptly reaffirm its recommendation of the Arrangement by the prompt issuance of a press release to that effect. If the board of directors of the Receiving Party determines that the Acquisition Proposal continues to be a Superior Proposal, the Receiving Party may approve and recommend that shareholders of the Receiving Party accept such Superior Proposal and may terminate this Agreement pursuant to Section 8.2(a)(iii)(B) or Section 8.2(a)(iv)(B), as applicable, in order to accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal. (c) Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the shareholders of the Receiving Party shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 and the Responding Party shall be afforded a new Response Period and the rights afforded in Section 7.3(b) in respect of each such Acquisition Proposal. (d) Where at any time within ten (10) days before the Sunward Newstrike Meeting or the NovaCopper Timmins Meeting, as applicable, the Receiving Party has provided the Responding Party with a notice under Section 7.3(a) hereof, an Acquisition Proposal has been publicly disclosed or announced, and the Response Period has not elapsed, then, subject to applicable Laws, at the Responding Party’s request, the Receiving Party will postpone or adjourn the Sunward Newstrike Meeting or the NovaCopper Timmins Meeting, as applicable, to a date acceptable to the Responding Party, acting reasonably, which shall not be later than ten (10) days after the scheduled date of the Sunward Newstrike Meeting or the NovaCopper Timmins Meeting, as applicable, and shall, in the event that the Parties amend the terms of this Agreement pursuant to Section 7.3(b), ensure that the details of such amended Agreement are communicated to the shareholders as the Receiving Party prior to the resumption of the adjourned meeting.

Right to Match. (a) Each Party 8.3.1 The Company covenants and agrees that it will not make a Change in Recommendation or accept, approve, endorse, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal (other than a confidentiality and standstill agreement permitted by Section 7.2(b)8.2.3) unless: (ia) the Party receiving such proposal (the “Receiving Party”) Company has complied with its obligations under Section 7.2 8.2 and has provided the other Party (the “Responding Party”) Acquiror with a copy of all documentation relating to the Superior ProposalProposal and all related documentation described in Section 8.2.4; and (iib) a period (the “Response Period”) of five (5) business days has elapsed from the date that is the later of: : (Ai) the date on which the Responding Party Acquiror receives written notice from the board of directors of the Receiving Party Company that such board of directors it has determined, subject only to compliance with this Section 7.38.3, to make a Change in Recommendation or accept, approve, endorse, recommend or enter into a definitive binding agreement to proceed with respect to such Superior Proposal; and and (Bii) the date the Responding Party Acquiror receives all documentation relating to a copy of the Superior ProposalProposal and all related documents described in Section 8.2.4. (b) 8.3.2 During the Response Period, the Responding Party Acquiror will have the right, but not the obligation, to offer to amend this Agreement and the Plan of Arrangement, including modification of the consideration. The board of directors of the Receiving Party Company shall review any such offer by the Responding Party Acquiror to amend this Agreement and the Plan of Arrangement to determine whether the Acquisition Proposal to which the Responding Party Acquiror is responding would continue to be a Superior Proposal when assessed against the Arrangement as it is proposed in writing by the Responding Party Acquiror to be amended. If the board of directors of the Receiving Party Company determines that the Acquisition Proposal no longer constitutes a Superior Proposal, such board when assessed against this Agreement and the Plan of directors Arrangement as they are proposed to be amended by the Acquiror, the Company will cause the Receiving Party it to enter into an amendment to this Agreement with the Responding Party Acquiror incorporating the amendments to the Agreement and Plan of Arrangement as set out in the written offer to amend, and will promptly reaffirm its recommendation of the Arrangement by the prompt issuance of a press release to that effect. If the board of directors of the Receiving Party Company determines that the Acquisition Proposal continues to be a Superior Proposal, the Receiving Party it may approve and recommend that shareholders holders of the Receiving Party its securities accept such Superior Proposal and may terminate provided that before doing so it terminates this Agreement and pays the Termination Fee pursuant to Section 8.2(a)(iii)(B) or Section 8.2(a)(iv)(B), as applicable, 8.4.2 in order to accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal. (c) 8.3.3 Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the shareholders holders of the Receiving Party Company’s securities shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 8.3 and the Responding Party Acquiror shall be afforded a new Response Period and the rights afforded in Section 7.3(b) 8.3.2 in respect of each such Acquisition Proposal. (d) 8.3.4 Where at any time within ten (10) days before the Sunward Meeting or the NovaCopper Company Meeting, as applicable, the Receiving Party Company has provided the Responding Party Acquiror with a notice under Section 7.3(a8.3.1(a) hereof, an Acquisition Proposal has been publicly disclosed or announced, and the Response Period has not elapsed, then, subject to applicable Laws, at the Responding PartyAcquiror’s request, the Receiving Party Company will postpone or adjourn the Sunward Company Meeting or the NovaCopper Meeting, as applicable, to a date acceptable to the Responding PartyAcquiror, acting reasonably, which shall not be later than ten (10) days after the scheduled date of the Sunward Meeting or the NovaCopper Company Meeting, as applicable, and shall, in the event that the Parties amend the terms of this Agreement pursuant to Section 7.3(b)8.3.2, ensure that the details of such amended Agreement are communicated to the shareholders as of the Receiving Party Company prior to the resumption of the adjourned meeting.

Right to Match. (a) Each Party Alio covenants and agrees that it will not make a Change in Recommendation or accept, approve, endorse, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal (other than a confidentiality and standstill agreement permitted by Section 7.2(b7.01(c)) unless: (i) the Party receiving such proposal Xxxx (the “Receiving "Terminating Party”") has complied with its obligations under Section 7.2 7.01 and has provided the other Party Argonaut (the “Responding "Matching Party”") with a copy of all documentation relating to the Superior ProposalProposal and all related documentation described in Section 7.01(d); and (ii) a period (the “"Response Period”") of five (5) business days three Business Days has elapsed from the date that is the later of: : (Ax) the date on which the Responding Matching Party receives written notice from the board Board of directors Directors of the Receiving Terminating Party that such board of directors it has determined, subject only to compliance with this Section 7.37.02, to make a Change in Recommendation or accept, approve, endorse, recommend or enter into a definitive binding agreement to proceed with respect to such Superior Proposal; and and (By) the date the Responding Matching Party receives all documentation relating to a copy of the Superior ProposalProposal and all related documents described in Section 7.01(d). (b) During the Response Period, the Responding Matching Party will have the right, but not the obligation, to offer to amend this Arrangement Agreement and the Plan of Arrangement, including modification of the Arrangement Consideration. The board Board of directors Directors of the Receiving Terminating Party shall review any such offer by the Responding Matching Party to amend this Arrangement Agreement and the Plan of Arrangement to determine whether the Acquisition Proposal to which the Responding Matching Party is responding would continue to be a Superior Proposal when assessed against the Arrangement as it is proposed in writing by the Responding Matching Party to be amended. If the board Board of directors Directors of the Receiving Terminating Party determines that the Acquisition Proposal no longer constitutes a Superior Proposal, such board when assessed against this Arrangement Agreement and the Plan of directors Arrangement as they are proposed to be amended by the Matching Party, the Board of Directors of the Terminating Party will cause the Receiving Party it to enter into an amendment to this Arrangement Agreement with the Responding Matching Party incorporating the amendments to the Agreement and Plan of Arrangement as set out in the written offer to amend, and will promptly reaffirm its recommendation of the Arrangement by the prompt issuance of a press release to that effect. If the board Board of directors Directors of the Receiving Terminating Party determines that the Acquisition Proposal continues to be a Superior Proposal, the Receiving Terminating Party may approve and recommend that shareholders holders of the Receiving Party its securities accept such Superior Proposal provided that before doing so the Terminating Party terminates this Arrangement Agreement and may terminate this Agreement pursuant pays, or causes to be paid, the Termination Fee in accordance with Section 8.2(a)(iii)(B) or Section 8.2(a)(iv)(B)7.03, as applicablethe case may be, in order to accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal. (c) Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the shareholders holders of the Receiving Party Terminating Party's securities shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 7.02 and the Responding Matching Party shall be afforded a new Response Period and the rights afforded in Section 7.3(b7.02(b) in respect of each such Acquisition Proposal. (d) Where at any time within ten (10) days before the Sunward Meeting or the NovaCopper Meeting, as applicable, the Receiving Party has provided the Responding Party with a notice under Section 7.3(a) hereof, an Acquisition Proposal has been publicly disclosed or announced, and the Response Period has not elapsed, then, subject to applicable Laws, at the Responding Party’s request, the Receiving Party will postpone or adjourn the Sunward Meeting or the NovaCopper Meeting, as applicable, to a date acceptable to the Responding Party, acting reasonably, which shall not be later than ten (10) days after the scheduled date of the Sunward Meeting or the NovaCopper Meeting, as applicable, and shall, in the event that the Parties amend the terms of this Agreement pursuant to Section 7.3(b), ensure that the details of such amended Agreement are communicated to the shareholders as the Receiving Party prior to the resumption of the adjourned meeting.

Right to Match. (a) Each Principal Party covenants and agrees that it will not make a Change in Recommendation or accept, approve, endorse, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal (other than a confidentiality and standstill agreement permitted by Section 7.2(b7.01(c)) unless: (i) the such Principal Party receiving such proposal (the “Receiving "Terminating Party”") has complied with its obligations under Section 7.2 7.01 and has provided the other Principal Party (the “Responding "Matching Party”") with a copy of all documentation relating to the Superior ProposalProposal and all related documentation described in Section 7.01(d); and (ii) a period (the “"Response Period”") of five (5) business days seven Business Days has elapsed from the date that is the later of: : (Ax) the date on which the Responding Matching Party receives written notice from the board Board of directors Directors of the Receiving Terminating Party that such board of directors it has determined, subject only to compliance with this Section 7.37.02, to make a Change in Recommendation or accept, approve, endorse, recommend or enter into a definitive binding agreement to proceed with respect to such Superior Proposal; and and (By) the date the Responding Matching Party receives all documentation relating to a copy of the Superior ProposalProposal and all related documents described in Section 7.01(d). (b) During the Response Period, the Responding Matching Party will have the right, but not the obligation, to offer to amend this Arrangement Agreement and the Plan of Arrangement, including modification of the Arrangement Consideration. The board Board of directors Directors of the Receiving Terminating Party shall review any such offer by the Responding Matching Party to amend this Arrangement Agreement and the Plan of Arrangement to determine whether the Acquisition Proposal to which the Responding Matching Party is responding would continue to be a Superior Proposal when assessed against the Arrangement as it is proposed in writing by the Responding Matching Party to be amended. If the board Board of directors Directors of the Receiving Terminating Party determines that the Acquisition Proposal no longer constitutes a Superior Proposal, such board when assessed against this Arrangement Agreement and the Plan of directors Arrangement as they are proposed to be amended by the Matching Party, the Board of Directors of the Terminating Party will cause the Receiving Party it to enter into an amendment to this Arrangement Agreement with the Responding Matching Party incorporating the amendments to the Agreement and Plan of Arrangement as set out in the written offer to amend, and will promptly reaffirm its recommendation of the Arrangement by the prompt issuance of a press release to that effect. If the board Board of directors Directors of the Receiving Terminating Party determines that the Acquisition Proposal continues to be a Superior Proposal, the Receiving Terminating Party may approve and recommend that shareholders holders of the Receiving Party its securities accept such Superior Proposal provided that before doing so the Terminating Party terminates this Arrangement Agreement and may terminate this Agreement pays, or causes to be paid, the Termination Fee and Termination Expense Fee pursuant to Section 8.2(a)(iii)(B) 8.02(a)(iii)B or Section 8.2(a)(iv)(B)8.02(a)(iv)B, as applicablethe case may be, in order to accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal. (c) Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the shareholders holders of the Receiving Party Terminating Party's securities shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 7.02 and the Responding Matching Party shall be afforded a new Response Period and the rights afforded in Section 7.3(b7.02(b) in respect of each such Acquisition Proposal. (d) Where at any time within ten (10) days before the Sunward Meeting or the NovaCopper Meeting, as applicable, the Receiving Party has provided the Responding Party with a notice under Section 7.3(a) hereof, an Acquisition Proposal has been publicly disclosed or announced, and the Response Period has not elapsed, then, subject to applicable Laws, at the Responding Party’s request, the Receiving Party will postpone or adjourn the Sunward Meeting or the NovaCopper Meeting, as applicable, to a date acceptable to the Responding Party, acting reasonably, which shall not be later than ten (10) days after the scheduled date of the Sunward Meeting or the NovaCopper Meeting, as applicable, and shall, in the event that the Parties amend the terms of this Agreement pursuant to Section 7.3(b), ensure that the details of such amended Agreement are communicated to the shareholders as the Receiving Party prior to the resumption of the adjourned meeting.