Common use of Right to Match Clause in Contracts

Right to Match. 7.3.1 Xxxxxxxxx covenants that it will not 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 7.2.3) unless: (a) Xxxxxxxxx has complied with its obligations under Section 7.2 and has provided Alamos with a copy of the Superior Proposal; and (b) a period (the “Response Period”) of five (5) business days has elapsed from the date that is the later of: (i) the date on which Alamos receives written notice from the Xxxxxxxxx Board that the Xxxxxxxxx Board has determined, subject only to compliance with this Section 7.3, to accept, approve, endorse, recommend or enter into a definitive agreement with respect to such Superior Proposal; and (ii) the date Alamos receives a copy of the Superior Proposal. 7.3.2 During the Response Period, Alamos will have the right, but not the obligation, to offer to amend this Agreement and the Plan of Arrangement, including an increase in, or modification of, the aggregate consideration. The Xxxxxxxxx Board shall review any such offer by Alamos to amend this Agreement and the Plan of Arrangement to determine whether the Acquisition Proposal to which Alamos is responding would continue to be a Superior Proposal when assessed against the Arrangement as it is proposed in writing by Alamos to be amended. If the Xxxxxxxxx Board determines that the Acquisition Proposal no longer constitutes a Superior Proposal, the Xxxxxxxxx Board will cause Xxxxxxxxx to enter into an amendment to this Agreement with Alamos 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 and by the prompt issuance of a press release to that effect. If the Xxxxxxxxx Board determines that the Acquisition Proposal continues to be a Superior Proposal, Xxxxxxxxx may approve and recommend that holders of Xxxxxxxxx Shares accept such Superior Proposal and may terminate this Agreement pursuant to Section 8.2.1(d)(i) in order to accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal. 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 holders of the Xxxxxxxxx Shares shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 and Alamos shall be afforded a new Response Period and the rights afforded in Section 7.3.2 in respect of each such Acquisition Proposal. 7.3.4 Where at any time before the Xxxxxxxxx Meeting, Xxxxxxxxx has provided Alamos with a notice under Section 7.3.1 hereof, an Acquisition Proposal has been publicly disclosed or announced, and the Response Period will not elapse at least three (3) business days prior to the scheduled date for the Xxxxxxxxx Meeting, then, subject to applicable Xxxx, Xxxxxxxxx may and, at Alamos’s request, Xxxxxxxxx will, postpone or adjourn the Xxxxxxxxx Meeting to a date acceptable to Alamos, acting reasonably, which shall not be later than ten days after the scheduled date of the Xxxxxxxxx Meeting and shall, in the event that Alamos and Xxxxxxxxx xxxxx the terms of this Agreement pursuant to Section 7.3.2 hereof, ensure that the details of such amended Agreement are communicated to the Xxxxxxxxx Shareholders prior to the resumption of the adjourned Xxxxxxxxx Meeting.

Right to Match. 7.3.1 Xxxxxxxxx (1) Subject to Section 8.2(1), Vasogen covenants that it will not accept, approve, endorse, recommend or enter into any agreement, understanding or arrangement in respect effect a Change of a Superior Proposal (other than a confidentiality and standstill agreement permitted by Section 7.2.3) Recommendation unless: (a) Xxxxxxxxx Vasogen has complied with its obligations under Section 7.2 the other provisions of this Article 8 and has provided Alamos the IPC Companies with a copy of the Superior Proposal; and (b) a period (the “Response Period”) of five (5) business days has Business Days shall have elapsed from the date that is the later of: (i) the date on which Alamos receives the IPC Companies received written notice from the Xxxxxxxxx Vasogen Board that the Xxxxxxxxx Vasogen Board has determined, subject only to compliance with this Section 7.38.3, to accept, approve, endorse, recommend or enter into effect a definitive agreement with respect to such Superior Proposal; andChange of Recommendation. (ii2) the date Alamos receives a copy of the Superior Proposal. 7.3.2 During the Response Period, Alamos the IPC Companies will have the right, but not the obligation, to offer to amend the terms of this Agreement and the Plan of Arrangement, including an increase in, or modification of, the aggregate consideration. The Xxxxxxxxx Vasogen Board shall will review any such offer proposal by Alamos the IPC Companies to amend the terms of this Agreement and the Plan of Arrangement Arrangement, to determine whether the Acquisition Proposal to which Alamos the IPC Companies is responding would continue to be a Superior Proposal when assessed against this Agreement and the Arrangement as it is proposed in writing by Alamos the IPC Companies to be amended. If the Xxxxxxxxx Vasogen Board determines that the Acquisition Proposal no longer constitutes a Superior Proposaldoes not in good faith so determine, the Xxxxxxxxx Vasogen Board will cause Xxxxxxxxx to enter into an amendment to this Agreement with Alamos 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 and by the prompt issuance of a press release to that effectArrangement, as so amended. If the Xxxxxxxxx Vasogen Board determines does in good faith so determine, the Vasogen Board or any committee thereof may effect a Change of Recommendation; provided that the Acquisition Proposal continues to be a Superior Proposal, Xxxxxxxxx may approve and recommend that holders of Xxxxxxxxx Shares accept such Superior Proposal and may terminate this Agreement pursuant to Section 8.2.1(d)(i) in order to accept or enter into an agreement, understanding or arrangement to proceed Vasogen has complied with the Superior Proposalterms and conditions under Section 8.2(3). 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 holders of the Xxxxxxxxx Shares shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 and Alamos shall be afforded a new Response Period and the rights afforded in Section 7.3.2 in respect of each such Acquisition Proposal. 7.3.4 Where at any time before the Xxxxxxxxx Meeting, Xxxxxxxxx has provided Alamos with a notice under Section 7.3.1 hereof, an Acquisition Proposal has been publicly disclosed or announced, and the Response Period will not elapse at least three (3) business days prior to the scheduled date for the Xxxxxxxxx Meeting, then, subject to applicable Xxxx, Xxxxxxxxx may and, at Alamos’s request, Xxxxxxxxx will, postpone or adjourn the Xxxxxxxxx Meeting to a date acceptable to Alamos, acting reasonably, which Vasogen shall not be later than ten days after the scheduled date of the Xxxxxxxxx Meeting and shall, in the event that Alamos and Xxxxxxxxx xxxxx the terms of this Agreement pursuant to Section 7.3.2 hereof, ensure that the details directors and officers of such amended Agreement Vasogen are communicated to the Xxxxxxxxx Shareholders prior to the resumption aware of the adjourned Xxxxxxxxx Meetingprovisions of Section 8.2.

Right to Match. 7.3.1 Xxxxxxxxx covenants that it will 5.7.1. The Fund shall not accept, approve, endorse, recommend or enter into any agreement, understanding or arrangement agreement in respect of a Superior an Acquisition Proposal (other than a confidentiality and standstill agreement Standard Confidentiality Agreement to the extent permitted by Section 7.2.35.6.1) unless: unless (ai) Xxxxxxxxx has complied with its obligations under Section 7.2 and it has provided Alamos IESI with a copy of the Acquisition Proposal document which the Trustees have determined would be a Superior Proposal; and , and (bii) a period (the “Response Period”) of five (5) business days has ten Business Days shall have elapsed from the date that is the later of: (i) of the date on which Alamos receives IESI received written notice from of the Xxxxxxxxx Board that the Xxxxxxxxx Board has determined, subject only to compliance with this Section 7.3, Trustees’ proposed determination to accept, approve, endorse, recommend or enter into a definitive an agreement with in respect to of such Superior Acquisition Proposal; and (ii) , and the date Alamos IESI receives a copy of the Superior Acquisition Proposal. 7.3.2 5.7.2. During such ten Business Day period, the Response Period, Alamos will Fund acknowledges that IESI shall have the rightopportunity, but not the obligation, to offer propose to amend the terms of this Agreement and the Plan of Arrangement, including an increase in, or modification of, the aggregate considerationTransactions. The Xxxxxxxxx Board shall Trustees will review any such offer proposal by Alamos IESI to amend the terms of this Agreement and in good faith in order to determine, in its discretion in the Plan exercise of Arrangement to determine its fiduciary duties, whether IESI’s proposal upon acceptance by the Acquisition Proposal to which Alamos is responding Fund would continue to be a Superior Proposal when assessed against the Arrangement as it is proposed result in writing by Alamos to be amended. If the Xxxxxxxxx Board determines that the Acquisition Proposal no longer constitutes being a Superior Proposal. If the Trustees so determine, the Xxxxxxxxx Board Fund will cause Xxxxxxxxx to enter into an amendment to this Agreement amended agreement with Alamos 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 and by the prompt issuance of a press release to that effectIESI reflecting IESI’s amended proposal. If the Xxxxxxxxx Board determines Trustees continue to believe, in good faith and after consultation with financial advisors and outside counsel that the Acquisition Proposal continues to be is nonetheless a Superior Proposal, Xxxxxxxxx may approve and recommend that holders of Xxxxxxxxx Shares accept such Superior Proposal and may terminate therefore rejects IESI’s amended proposal, the Fund will be entitled to provide notice to IESI that it is terminating this Agreement pursuant to Section 8.2.1(d)(i) in order 8.2.5 upon payment by the Fund to accept or enter into an agreement, understanding or arrangement to proceed with IESI of the Superior ProposalBreak-up Fee. 7.3.3 Each 5.7.3. The Fund also acknowledges and agrees that each successive amendment to modification of any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the holders of the Xxxxxxxxx Shares shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 and Alamos shall be afforded a new Response Period and the rights afforded in Section 7.3.2 in respect of each such Acquisition Proposal. 7.3.4 Where at any time before the Xxxxxxxxx Meeting, Xxxxxxxxx has provided Alamos with a notice requirement under Section 7.3.1 hereof, 5.7.2 to initiate an Acquisition Proposal has been publicly disclosed or announced, and the Response Period will not elapse at least three (3) business days prior to the scheduled date for the Xxxxxxxxx Meeting, then, subject to applicable Xxxx, Xxxxxxxxx may and, at Alamos’s request, Xxxxxxxxx will, postpone or adjourn the Xxxxxxxxx Meeting to a date acceptable to Alamos, acting reasonably, which shall not be later than additional ten days after the scheduled date of the Xxxxxxxxx Meeting and shall, in the event that Alamos and Xxxxxxxxx xxxxx the terms of this Agreement pursuant to Section 7.3.2 hereof, ensure that the details of such amended Agreement are communicated to the Xxxxxxxxx Shareholders prior to the resumption of the adjourned Xxxxxxxxx MeetingBusiness Day notice period.

Right to Match. 7.3.1 Xxxxxxxxx (a) Subject to Section 6.1(c), the Company covenants that it will not accept, approve, endorse, recommend or enter into any agreement, understanding or arrangement in respect effect a Change of a Superior Proposal (other than a confidentiality and standstill agreement permitted by Section 7.2.3) Recommendation unless: (ai) Xxxxxxxxx the Company has complied with its obligations under Section 7.2 the other provisions of this Article 6 and has provided Alamos Parent with a copy of the Superior Proposal; and (bii) a period (the “Response Period”) of five (5) business days has Business Days shall have elapsed from the date that is the later of: (i) the date on which Alamos receives Parent received written notice from the Xxxxxxxxx Board that the Xxxxxxxxx Board has determined, subject only to compliance with this Section 7.36.2, to accept, approve, endorse, recommend or enter into effect a definitive agreement with respect to such Superior Proposal; andChange of Recommendation. (iib) the date Alamos receives a copy of the Superior Proposal. 7.3.2 During the Response Period, Alamos Parent will have the right, but not the obligation, to offer to amend this Agreement and the Plan terms of the Arrangement. The Board will review any such proposal by Parent to amend the terms of the Arrangement, including an increase in, or modification of, the aggregate consideration. The Xxxxxxxxx Board shall review any such offer consideration to be received by Alamos to amend this Agreement and the Plan of Arrangement Shareholders, to determine whether the Acquisition Proposal to which Alamos Parent is responding would continue to be a Superior Proposal when assessed against the Arrangement as it is proposed in writing by Alamos Parent to be amended. If the Xxxxxxxxx Board determines that the Acquisition Proposal no longer constitutes a Superior Proposaldoes not in good faith so determine, the Xxxxxxxxx Board will cause Xxxxxxxxx to enter into an amendment to this Agreement with Alamos 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 and by the prompt issuance of a press release to that effectArrangement, as so amended. If the Xxxxxxxxx Board determines does in good faith so determine, the Board or any committee thereof may effect a Change of Recommendation; provided that the Acquisition Proposal continues to be a Superior Proposal, Xxxxxxxxx may approve and recommend that holders of Xxxxxxxxx Shares accept such Superior Proposal and may terminate this Agreement pursuant to Section 8.2.1(d)(i) in order to accept or enter into an agreement, understanding or arrangement to proceed Company has complied with the Superior Proposalterms and conditions under Section 6.1(e). 7.3.3 (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 holders of the Xxxxxxxxx Shares Shareholders shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 6.2 and Alamos Parent shall be afforded a new Response Period and the rights afforded in Section 7.3.2 in respect of each such Acquisition Proposal. 7.3.4 Where at any time before the Xxxxxxxxx Meeting, Xxxxxxxxx has provided Alamos with a notice under Section 7.3.1 hereof, an Acquisition Proposal has been publicly disclosed or announced, and the Response Period will not elapse at least three (3d) business days prior to the scheduled date for the Xxxxxxxxx Meeting, then, subject to applicable Xxxx, Xxxxxxxxx may and, at Alamos’s request, Xxxxxxxxx will, postpone or adjourn the Xxxxxxxxx Meeting to a date acceptable to Alamos, acting reasonably, which The Company shall not be later than ten days after the scheduled date of the Xxxxxxxxx Meeting and shall, in the event that Alamos and Xxxxxxxxx xxxxx the terms of this Agreement pursuant to Section 7.3.2 hereof, ensure that the details of such amended Agreement are communicated to the Xxxxxxxxx Shareholders prior to the resumption directors and officers of the adjourned Xxxxxxxxx MeetingCompany and its other Representatives are aware of the provisions of Sections 6.1 and the Company shall be responsible for any breach of Sections 6.1 by such Representatives.

Right to Match. 7.3.1 Xxxxxxxxx Aurizon covenants that it will not 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 7.2.3) unless: (a) Xxxxxxxxx Aurizon has complied with its obligations under Section 7.2 and has provided Alamos with including providing to Hecla a copy of any agreement to implement the Superior Proposal and any supporting documents, including the terms of any proposal to provide financing for such Superior Proposal; and; (b) the person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar restriction in favour of Aurizon; (c) Aurizon has delivered a written notice to Hecla of its determination that such Acquisition Proposal is a Superior Proposal and that it intends to accept, endorse, approve, recommend or enter into an agreement with respect to such Superior Proposal together with a written notice from the Aurizon Board setting out the value and financial terms that the Aurizon Board has determined should be ascribed to any non-cash consideration offered under such Superior Proposal and the basis for such determination in reasonable detail; (d) a period (the “Response Period”) of five (5) business days has elapsed from the date that is the later of: of (i) the date on which Alamos Hecla receives written notice from the Xxxxxxxxx Aurizon Board that the Xxxxxxxxx Aurizon Board has determined, subject only to compliance with this Section 7.3, to accept, approve, endorse, recommend or enter into a binding agreement to proceed with such Superior Proposal; and (ii) the date Hecla receives a copy of the Superior Proposal and all related documentation described in Section 7.2.4; (e) during any Response Period, Hecla has had the opportunity (but not the obligation) to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal; (f) if Hecla has offered to amend this Agreement and the Arrangement under Section 7.3.1(e), the Aurizon Board (i) has determined in good faith, after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal (compared to the terms of the Arrangement as proposed to be amended by Hecla under Section 7.3.1(e)); and (ii) has determined in good faith, after consultation with its outside legal counsel, that it is necessary for the Aurizon Board to enter into a definitive agreement with respect to such Superior ProposalProposal in order to properly discharge its fiduciary duties; and (iig) the date Alamos receives prior to entering into any definitive agreement with respect to a copy of the Superior Proposal, Aurizon terminates this Agreement and pays the Termination Fee pursuant to Section 7.4. 7.3.2 During the Response Period, Alamos will have or such longer period as Aurizon may approve in writing for such purpose: (a) the right, but not the obligation, to Aurizon Board shall review any offer made by Hecla under Section 7.3.1 to amend the terms of this Agreement and the Plan Arrangement in good faith after consultation with outside legal and financial advisors, in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (b) Aurizon shall negotiate in good faith with Hecla to make such amendments to the terms of Arrangement, including an increase in, or modification of, the aggregate consideration. The Xxxxxxxxx Board shall review any such offer by Alamos to amend this Agreement and the Plan of Arrangement to determine whether the Acquisition Proposal to which Alamos is responding would continue to be a Superior Proposal when assessed against the Arrangement as it is proposed in writing would enable Hecla to proceed with the transactions contemplated by Alamos to be amendedthis Agreement on such amended terms. If the Xxxxxxxxx Aurizon Board determines that the such Acquisition Proposal no longer constitutes a Superior Proposal, the Xxxxxxxxx Board will cause Xxxxxxxxx to enter into an amendment to this Agreement with Alamos 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 and by the prompt issuance of a press release to that effect. If the Xxxxxxxxx Board determines that the Acquisition Proposal continues would cease to be a Superior Proposal, Xxxxxxxxx may approve Aurizon shall promptly so advise Hecla and recommend that holders of Xxxxxxxxx Shares accept such Superior Proposal and may terminate the Parties shall amend this Agreement pursuant to Section 8.2.1(d)(i) in order reflect such offer made by Hecla, and shall take and cause to accept or enter into an agreement, understanding or arrangement be taken all such actions as are necessary to proceed with give effect to the Superior Proposalforegoing. 7.3.3 Nothing contained in this Article 7 shall limit in any way Aurizon’s obligation to call and hold the Aurizon Meeting. 7.3.4 Where at any time before the Aurizon Meeting, Aurizon has provided Hecla with a notice under Section 7.2.4, or an Acquisition Proposal has been publicly disclosed or announced and in either case the Response Period has not elapsed, then, subject to applicable Laws, at Hecla’s request, Aurizon will postpone or adjourn the Aurizon Meeting to a date acceptable to Hecla, acting reasonably. 7.3.5 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 holders of the Xxxxxxxxx Shares Aurizon Securityholders shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 and Alamos Hecla shall be afforded a new Response Period and the rights afforded in this Section 7.3.2 7.3 in respect of each such Acquisition Proposal. 7.3.4 Where at any time before the Xxxxxxxxx Meeting, Xxxxxxxxx has provided Alamos with a notice under Section 7.3.1 hereof, an Acquisition Proposal has been publicly disclosed or announced, and the Response Period will not elapse at least three (3) business days prior to the scheduled date for the Xxxxxxxxx Meeting, then, subject to applicable Xxxx, Xxxxxxxxx may and, at Alamos’s request, Xxxxxxxxx will, postpone or adjourn the Xxxxxxxxx Meeting to a date acceptable to Alamos, acting reasonably, which shall not be later than ten days after the scheduled date of the Xxxxxxxxx Meeting and shall, in the event that Alamos and Xxxxxxxxx xxxxx the terms of this Agreement pursuant to Section 7.3.2 hereof, ensure that the details of such amended Agreement are communicated to the Xxxxxxxxx Shareholders prior to the resumption of the adjourned Xxxxxxxxx Meeting.

Right to Match. 7.3.1 Xxxxxxxxx (a) DRAXIS covenants that it will not 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 7.2.37.2(b)) unless: (ai) Xxxxxxxxx DRAXIS has complied with its obligations under Section 7.2 and the other provisions of this Article 7 and has provided Alamos Purchaser with a copy of the Superior Proposal; and (bii) a period (the “Response Period”) of five (5) business days has shall have elapsed from the date that is the later of: latest of (iA) the date on which Alamos receives Purchaser received written notice from the Xxxxxxxxx DRAXIS Board that the Xxxxxxxxx DRAXIS Board has determined, subject only to compliance with this Section 7.3, to accept, approve, endorse, recommend or enter into a definitive binding agreement to proceed with respect to such the Superior Proposal; and , and (iiB) the date Alamos receives the Purchaser received a copy of the Superior Proposal. 7.3.2 (b) During the Response Period, Alamos the Purchaser will have the right, but not the obligation, to offer to amend the terms of this Agreement and the Plan of Arrangement. Within five business days (the “Review Period”) of any such proposal by the Purchaser to amend the terms of this Agreement and the Plan of Arrangement, including an increase in, or modification of, the aggregate consideration. The Xxxxxxxxx Consideration, the DRAXIS Board shall review any such offer by Alamos to amend this Agreement and the Plan of Arrangement to determine whether the Acquisition Proposal to which Alamos the Purchaser is responding would continue to be a Superior Proposal when assessed against this Agreement and against the Plan of Arrangement as it is they are proposed in writing by Alamos the Purchaser to be amended. Such determination to be made by the DRAXIS Board shall be communicated to the Purchaser by the end of the Review Period. If the Xxxxxxxxx DRAXIS Board determines that the Acquisition Proposal no longer constitutes a Superior Proposaldoes not so determine, the Xxxxxxxxx Board will cause Xxxxxxxxx DRAXIS Board, subject to enter Purchaser and DRAXIS entering into an amendment to this Agreement with Alamos incorporating in respect of the amendments to the Agreement and amended Plan of Arrangement as set out in the written offer to amendArrangement, and will promptly reaffirm its recommendation of the Plan of Arrangement and by in the prompt issuance of a press release to that effectsame manner as described in Section 2.4. If the Xxxxxxxxx DRAXIS Board determines that the Acquisition Proposal continues to be a Superior Proposaldoes so determine, Xxxxxxxxx DRAXIS may approve and recommend that holders of Xxxxxxxxx DRAXIS Shares accept such Superior Proposal and may terminate this Agreement pursuant to Section 8.2.1(d)(i8.2(a)(iv)(A) in order to accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal. 7.3.3 (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 holders of the Xxxxxxxxx DRAXIS Shares shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 and Alamos Purchaser shall be afforded a new Response Period and the rights afforded in Section 7.3.2 in respect of each such Acquisition ProposalProposal and the rights afforded in paragraph 7.3(b). 7.3.4 Where at any time before (d) In the Xxxxxxxxx Meeting, Xxxxxxxxx has provided Alamos event that DRAXIS provides notice in accordance with Section 7.3(a)(ii) on a notice under Section 7.3.1 hereof, an Acquisition Proposal has been publicly disclosed or announced, and the Response Period will not elapse at least three (3) date which is less than five business days prior to the scheduled date for the Xxxxxxxxx DRAXIS Meeting, then, subject the Purchaser shall be entitled to applicable Xxxx, Xxxxxxxxx may and, at Alamos’s request, Xxxxxxxxx will, require DRAXIS to adjourn or postpone or adjourn the Xxxxxxxxx DRAXIS Meeting to a date acceptable to Alamos, acting reasonably, which shall that is not be later more than ten seven business days after the scheduled date of the Xxxxxxxxx Meeting and shall, in the event that Alamos and Xxxxxxxxx xxxxx the terms of this Agreement pursuant to Section 7.3.2 hereof, ensure that the details of such amended Agreement are communicated to the Xxxxxxxxx Shareholders prior to the resumption of the adjourned Xxxxxxxxx Meetingnotice.

Right to Match. 7.3.1 Xxxxxxxxx (1) Subject to Section 7.02(2), Xxxxxxxx covenants that it will not accept, approve, endorse, recommend or enter into any agreement, understanding or arrangement agreement in respect of a Superior an Acquisition Proposal (other than a confidentiality and standstill agreement permitted by Section 7.2.37.01(4)) or effect a Change in Recommendation unless: (a) Xxxxxxxxx an Acquisition Proposal has been made that the Board determines in good faith, after consultation with its financial advisors and external legal counsel, constitutes a Superior Proposal; (b) Xxxxxxxx has complied with its obligations under Section 7.2 7.01 and the other provisions of this Article 7; (c) Xxxxxxxx has provided Alamos Parent with a copy of notice in writing that there is a Superior Proposal together with all documentation comprising the Superior Proposal; and; (bd) a period (the “Response Period”) of five (5) business days has four Business Days shall have elapsed from the date on which Parent received the entirety of the documentation set forth in the prior paragraph, and, if Parent has proposed to amend the terms of the Arrangement in accordance with Section 7.02(2), the Board shall have determined, in good faith, after consultation with its financial advisors and external legal counsel, that the Acquisition Proposal is a Superior Proposal compared to the later of:terms of the Arrangement after giving effect to any offer to amend the terms of the Arrangement made by Parent in accordance with Section 7.02(2); (ie) the date on which Alamos receives written notice from the Xxxxxxxxx Board that the Xxxxxxxxx Board has determined, subject only Xxxxxxxx terminates this Arrangement Agreement pursuant to compliance with this Section 7.3, to accept, approve, endorse, recommend or enter into a definitive agreement with respect to such Superior Proposal8.02(1)(e); and (iif) Xxxxxxxx has previously, or concurrently will have, paid to Parent the date Alamos receives a copy of the Superior ProposalTermination Payment. 7.3.2 (2) During the Response Period, Alamos Parent will have the right, but not the obligation, to offer to amend the terms of the Arrangement, and Xxxxxxxx shall co-operate with Parent with respect thereto, including negotiating in good faith with Parent to enable Parent to make such adjustments to the terms and conditions of this Arrangement Agreement and the Plan Arrangement as Parent deems appropriate and as would enable Parent to proceed with the Arrangement and any related transactions on such adjusted terms. The Board will review in good faith any such offer by Parent to amend the terms of the Arrangement, including an increase in, or modification of, the aggregate consideration. The Xxxxxxxxx Board shall review any such offer consideration to be received by Alamos to amend this Agreement and the Plan of Arrangement Xxxxxxxx Shareholders, to determine whether the Acquisition Proposal to which Alamos Parent is responding would continue to be a Superior Proposal when assessed against the Arrangement as it is proposed in writing by Alamos Parent has offered to be amendedamend it. If the Xxxxxxxxx Board determines that the Acquisition Proposal no longer constitutes a Superior Proposaldoes not so determine, the Xxxxxxxxx Board will cause Xxxxxxxxx to enter into an amendment to this Agreement with Alamos 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 to Xxxxxxxx Shareholders to vote in favour of the Arrangement Resolution and by the prompt issuance of a press release to that effect. If the Xxxxxxxxx Board determines that the Acquisition Proposal continues to be a Superior Proposal, Xxxxxxxxx may approve and recommend that holders of Xxxxxxxxx Shares accept such Superior Proposal and may terminate this Agreement pursuant to Section 8.2.1(d)(i) in order to accept or enter into an agreement, understanding or arrangement amended Arrangement Agreement with Parent reflecting Parent’s offer to proceed with amend the Superior Proposalterms of the Arrangement. 7.3.3 (3) If Xxxxxxxx provides Parent with notice under Section 7.02(1) on a date that is less than three Business Days before the date of the Special Meeting, subject to applicable Laws, Xxxxxxxx shall postpone or adjourn the Special Meeting to a date that is at least three Business Days but not more than 10 Business Days after the scheduled date of the Special Meeting. (4) 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 holders of the Xxxxxxxxx Xxxxxxxx Shares shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 7.02 and Alamos Parent shall be afforded a new Response Period and the rights afforded in Section 7.3.2 in respect of each such Acquisition Proposal. 7.3.4 Where at any time before the Xxxxxxxxx Meeting, Xxxxxxxxx has provided Alamos with a notice under Section 7.3.1 hereof, an Acquisition Proposal has been publicly disclosed or announced, and the Response Period will not elapse at least three (3) business days prior to the scheduled date for the Xxxxxxxxx Meeting, then, subject to applicable Xxxx, Xxxxxxxxx may and, at Alamos’s request, Xxxxxxxxx will, postpone or adjourn the Xxxxxxxxx Meeting to a date acceptable to Alamos, acting reasonably, which shall not be later than ten days after the scheduled date of the Xxxxxxxxx Meeting and shall, in the event that Alamos and Xxxxxxxxx xxxxx the terms of this Agreement pursuant to Section 7.3.2 hereof, ensure that the details of such amended Agreement are communicated to the Xxxxxxxxx Shareholders prior to the resumption of the adjourned Xxxxxxxxx Meeting.

Right to Match. 7.3.1 Xxxxxxxxx Claude covenants that it will not 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 7.2.3) unless: (a) Xxxxxxxxx Claude has complied with its obligations under Section 7.2 and has provided Alamos Acquiror with a copy of the Superior ProposalProposal and all related documentation described in Section 7.2.4; and (b) a period (the “Response Period”) of five (5) four business days has elapsed from the date that is the later of: : (ix) the date on which Alamos Acquiror receives written notice from the Xxxxxxxxx Claude Board of that the Xxxxxxxxx Board it has determined, subject only to compliance with this Section 7.3, to accept, approve, endorse, recommend or enter into a definitive binding agreement to proceed with respect to such Superior Proposal; and and (iiy) the date Alamos Acquiror receives a copy of the Superior ProposalProposal and all related documents described in Section 7.2.4. 7.3.2 During the Response Period, Alamos Acquiror will have the right, but not the obligation, to offer to amend this Agreement and the Plan of Arrangement, including an increase in, or modification of, of the aggregate considerationConsideration. The Xxxxxxxxx Claude Board shall review any such offer by Alamos Acquiror to amend this Agreement and the Plan of Arrangement to determine whether the Acquisition Proposal to which Alamos Acquiror is responding would continue to be a Superior Proposal when assessed against the Arrangement as it is proposed in writing by Alamos Acquiror to be amended. If the Xxxxxxxxx Claude Board determines that the Acquisition Proposal no longer constitutes a Superior Proposal, when assessed against this Agreement and the Xxxxxxxxx Plan of Arrangement as they are proposed to be amended by Acquiror, the Claude Board will cause Xxxxxxxxx it to enter into an amendment to this Agreement with Alamos 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 and by the prompt issuance of a press release to that effect. If the Xxxxxxxxx Claude Board determines that the Acquisition Proposal continues to be a Superior Proposal, Xxxxxxxxx it may approve and recommend that holders of Xxxxxxxxx Shares 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 8.2.1(d)(i) 8.2.1(d)(ii), in order to accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal. 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 holders of the Xxxxxxxxx Shares Claude’s securities shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 and Alamos Acquiror shall be afforded a new Response Period and the rights afforded in Section paragraph 7.3.2 in respect of each such Acquisition Proposal. 7.3.4 Where at any time before the Xxxxxxxxx Meeting, Xxxxxxxxx has provided Alamos with a notice under Section 7.3.1 hereof, an Acquisition Proposal has been publicly disclosed or announced, and the Response Period will not elapse at least three (3) business days prior to the scheduled date for the Xxxxxxxxx Meeting, then, subject to applicable Xxxx, Xxxxxxxxx may and, at Alamos’s request, Xxxxxxxxx will, postpone or adjourn the Xxxxxxxxx Meeting to a date acceptable to Alamos, acting reasonably, which shall not be later than ten days after the scheduled date of the Xxxxxxxxx Meeting and shall, in the event that Alamos and Xxxxxxxxx xxxxx the terms of this Agreement pursuant to Section 7.3.2 hereof, ensure that the details of such amended Agreement are communicated to the Xxxxxxxxx Shareholders prior to the resumption of the adjourned Xxxxxxxxx Meeting.

Right to Match. 7.3.1 Xxxxxxxxx Aurizon covenants that it will not 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 7.2.3) unless: (a) Xxxxxxxxx Aurizon has complied with its obligations under Section 7.2 and has provided Alamos with including providing to Hecla a copy of any agreement to implement the Superior Proposal and any supporting documents, including the terms of any proposal to provide financing for such Superior Proposal; and; (b) the person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar restriction in favour of Aurizon; (c) Aurizon has delivered a written notice to Hecla of its determination that such Acquisition Proposal is a Superior Proposal and that it intends to accept, endorse, approve, recommend or enter into an agreement with respect to such Superior Proposal together with a written notice from the Aurizon Board setting out the value and financial terms that the Aurizon Board has determined should be ascribed to any non-cash consideration offered under such Superior Proposal and the basis for such determination in reasonable detail; (d) a period (the “Response Period”) of five (5) business days has elapsed from the date that is the later of: of (i) the date on which Alamos Hecla receives written notice from the Xxxxxxxxx Aurizon Board that the Xxxxxxxxx Aurizon Board has determined, subject only to compliance with this Section 7.37.3 , to accept, approve, endorse, recommend or enter into a binding agreement to proceed with such Superior Proposal; and (ii) the date Hecla receives a copy of the Superior Proposal and all related documentation described in Section 7.2.4; (e) during any Response Period, Hecla has had the opportunity (but not the obligation) to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal; (f) if Hecla has offered to amend this Agreement and the Arrangement under Section 7.3.1(e) , the Aurizon Board (i) has determined in good faith, after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal (compared to the terms of the Arrangement as proposed to be amended by Hecla under Section 7.3.1(e) ); and (ii) has determined in good faith, after consultation with its outside legal counsel, that it is necessary for the Aurizon Board to enter into a definitive agreement with respect to such Superior ProposalProposal in order to properly discharge its fiduciary duties; and (iig) the date Alamos receives prior to entering into any definitive agreement with respect to a copy of the Superior Proposal, Aurizon terminates this Agreement and pays the Termination Fee pursuant to Section 7.4 . 7.3.2 During the Response Period, Alamos will have or such longer period as Aurizon may approve in writing for such purpose: (a) the right, but not the obligation, to Aurizon Board shall review any offer made by Hecla under Section 7.3.1 to amend the terms of this Agreement and the Plan Arrangement in good faith after consultation with outside legal and financial advisors, in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (b) Aurizon shall negotiate in good faith with Hecla to make such amendments to the terms of Arrangement, including an increase in, or modification of, the aggregate consideration. The Xxxxxxxxx Board shall review any such offer by Alamos to amend this Agreement and the Plan of Arrangement to determine whether the Acquisition Proposal to which Alamos is responding would continue to be a Superior Proposal when assessed against the Arrangement as it is proposed in writing would enable Hecla to proceed with the transactions contemplated by Alamos to be amendedthis Agreement on such amended terms. If the Xxxxxxxxx Aurizon Board determines that the such Acquisition Proposal no longer constitutes a Superior Proposal, the Xxxxxxxxx Board will cause Xxxxxxxxx to enter into an amendment to this Agreement with Alamos 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 and by the prompt issuance of a press release to that effect. If the Xxxxxxxxx Board determines that the Acquisition Proposal continues would cease to be a Superior Proposal, Xxxxxxxxx may approve Aurizon shall promptly so advise Hecla and recommend that holders of Xxxxxxxxx Shares accept such Superior Proposal and may terminate the Parties shall amend this Agreement pursuant to Section 8.2.1(d)(i) in order reflect such offer made by Hecla, and shall take and cause to accept or enter into an agreement, understanding or arrangement be taken all such actions as are necessary to proceed with give effect to the Superior Proposalforegoing. 7.3.3 Nothing contained in this Article 7 shall limit in any way Aurizon’s obligation to call and hold the Aurizon Meeting. 7.3.4 Where at any time before the Aurizon Meeting, Aurizon has provided Hecla with a notice under Section 7.2.4 , or an Acquisition Proposal has been publicly disclosed or announced and in either case the Response Period has not elapsed, then, subject to applicable Laws, at Hecla’s request, Aurizon will postpone or adjourn the Aurizon Meeting to a date acceptable to Hecla, acting reasonably. 7.3.5 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 holders of the Xxxxxxxxx Shares Aurizon Securityholders shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 and Alamos Hecla shall be afforded a new Response Period and the rights afforded in this Section 7.3.2 7.3 in respect of each such Acquisition Proposal. 7.3.4 Where at any time before the Xxxxxxxxx Meeting, Xxxxxxxxx has provided Alamos with a notice under Section 7.3.1 hereof, an Acquisition Proposal has been publicly disclosed or announced, and the Response Period will not elapse at least three (3) business days prior to the scheduled date for the Xxxxxxxxx Meeting, then, subject to applicable Xxxx, Xxxxxxxxx may and, at Alamos’s request, Xxxxxxxxx will, postpone or adjourn the Xxxxxxxxx Meeting to a date acceptable to Alamos, acting reasonably, which shall not be later than ten days after the scheduled date of the Xxxxxxxxx Meeting and shall, in the event that Alamos and Xxxxxxxxx xxxxx the terms of this Agreement pursuant to Section 7.3.2 hereof, ensure that the details of such amended Agreement are communicated to the Xxxxxxxxx Shareholders prior to the resumption of the adjourned Xxxxxxxxx Meeting.

Right to Match. 7.3.1 Xxxxxxxxx (a) Subject to Section 7.3(b), Badger covenants that it will not accept, approve, endorse, recommend or enter into any agreement, understanding understanding, arrangement or arrangement Contract in respect of a Superior Proposal (other than a confidentiality and standstill agreement permitted by Section 7.2.37.2(d)) unless: (ai) Xxxxxxxxx Badger has complied with its obligations under Section 7.2 and the other provisions of this Article VII and has provided Alamos Parent with a copy of the Superior Proposal; and (bii) a period (the “Response Period”) of five (5) business days has Business Days will have elapsed from the date that is the later of: (i) the date on which Alamos receives Parent received written notice from the Xxxxxxxxx Board of Directors of Badger that the Xxxxxxxxx Board has of Directors of Badger determined, subject only to compliance with this Section 7.3, to accept, approve, endorse, recommend or enter into a definitive binding agreement to proceed with respect to such Superior Proposal; and (ii) the date Alamos receives a copy of the Superior Proposal. In the event that Badger provides Parent with the notice contemplated in this Section on a date that is less than five Business Days prior to the Badger Meeting, Badger will be entitled to adjourn the Badger Meeting to a date that is not more than five Business Days after the date of such notice. 7.3.2 (b) During the first three Business Days of the Response Period, Alamos Parent will have the right, but not the obligation, to offer to amend the terms of this Agreement and Agreement. The Board of Directors of Badger will review any such proposal by Parent to amend the Plan terms of Arrangementthis Agreement, including an increase in, or modification of, the aggregate consideration. The Xxxxxxxxx Board shall review any such offer consideration to be received by Alamos to amend this Agreement and the Plan of Arrangement Badger Shareholders, to determine whether the Acquisition Proposal to which Alamos Parent is responding would continue to be a Superior Proposal when assessed against the Arrangement as it is proposed in writing by Alamos Parent to be amended. If the Xxxxxxxxx Board of Directors of Badger determines that the Acquisition Proposal would no longer constitutes be a Superior Proposal, Proposal if the Xxxxxxxxx Board will cause Xxxxxxxxx to Arrangement was so amended and Parent and Purchaser enter into an amendment to this Agreement with Alamos incorporating the amendments to terms of the Agreement and Plan amended offer, the Board of Arrangement as set out in the written offer to amend, and Directors of Badger will promptly publicly reaffirm its recommendation of the Arrangement and by the prompt issuance of a press release to that effectArrangement. If the Xxxxxxxxx Board determines of Directors of Badger determines, in good faith after consultation with its financial advisors and its outside counsel, that the Acquisition Proposal continues to be a Superior Proposal, Xxxxxxxxx Badger may approve and recommend that holders of Xxxxxxxxx Shares accept such Superior Proposal and may terminate this Agreement pursuant to Section 8.2.1(d)(i) in order to approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal. 7.3.3 (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 holders of the Xxxxxxxxx Shares shall Badger Shareholders will constitute a new Acquisition Proposal for the purposes of this Section 7.3 and Alamos shall Parent will be afforded a new Response Period and the rights afforded in Section 7.3.2 in respect of each such Acquisition Proposal. 7.3.4 Where at any time before the Xxxxxxxxx Meeting, Xxxxxxxxx has provided Alamos with a notice under Section 7.3.1 hereof, an Acquisition Proposal has been publicly disclosed or announced, and the Response Period will not elapse at least three (3d) business days prior Badger shall use its commercially reasonable efforts to the scheduled date for the Xxxxxxxxx Meeting, then, subject to applicable Xxxx, Xxxxxxxxx may and, at Alamos’s request, Xxxxxxxxx will, postpone or adjourn the Xxxxxxxxx Meeting to a date acceptable to Alamos, acting reasonably, which shall not be later than ten days after the scheduled date of the Xxxxxxxxx Meeting and shall, in the event that Alamos and Xxxxxxxxx xxxxx the terms of this Agreement pursuant to Section 7.3.2 hereof, ensure that the details directors and officers of such amended Agreement Badger and each of its Subsidiaries and any investment bankers, counsel or other advisors, representatives or agents retained by Badger are communicated to aware of, and abide by, the Xxxxxxxxx Shareholders prior to the resumption provisions of the adjourned Xxxxxxxxx MeetingSections 7.2 and 7.3.

Right to Match. 7.3.1 Xxxxxxxxx (1) Subject to Section 7.2(2), Hummingbird covenants that it will not 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 7.2.37.1(4)) unless: (a) Xxxxxxxxx Hummingbird has complied with its obligations under Section 7.2 7.1 and the other provisions of this Article 7 and has provided Alamos Parent with a copy of all material documentation and a summary of any material oral or other communications relating to the Superior Proposal; andProposal (the “Superior Proposal Information”); (b) a period (the “Response Period”) of five (5) business days has shall have elapsed from the date that is the later of: (i) the date on which Alamos receives Parent received both the Superior Proposal Information together with written notice from the Xxxxxxxxx Board of Directors of Hummingbird that the Xxxxxxxxx Board has of Directors of Hummingbird determined, subject only to compliance with this Section 7.37.2, to accept, approve, endorse, recommend or enter into a definitive binding agreement to proceed with respect to such the Superior ProposalProposal Information; and (iic) if the Response Period would not terminate on or before the date Alamos receives fixed for the Meeting, Hummingbird shall, upon the written request of Parent, adjourn the Meeting to a copy date selected by Parent that is not less than two nor more than 20 business days after the expiration of the Superior ProposalResponse Period. 7.3.2 (2) During the Response Period, Alamos Parent will have the right, but not the obligation, to offer to amend this Agreement and the Plan terms of Arrangementthe Transactions. The Board of Directors of Hummingbird will review any such proposal by Parent to amend the terms of the Transactions, including an increase in, or modification of, the aggregate consideration. The Xxxxxxxxx Board shall review any such offer consideration to be received by Alamos to amend this Agreement and the Plan holders of Arrangement Hummingbird Shares, to determine whether the Acquisition Proposal to which Alamos Parent is responding would continue to be a Superior Proposal when assessed against the Arrangement Transactions as it is proposed in writing by Alamos Parent to be amended. If the Xxxxxxxxx Board determines that the Acquisition Proposal no longer constitutes a Superior Proposalof Directors of Hummingbird does not so determine, the Xxxxxxxxx Board will cause Xxxxxxxxx to enter into an amendment to this Agreement with Alamos incorporating the amendments to the Agreement and Plan of Arrangement as set out in the written offer to amend, and Directors of Hummingbird will promptly reaffirm its recommendation of the Arrangement Transactions as amended and by Hummingbird will not implement the prompt issuance of a press release to that effectproposed Superior Proposal. If the Xxxxxxxxx Board determines that the Acquisition Proposal continues to be a Superior Proposalof Directors of Hummingbird does so determine, Xxxxxxxxx Hummingbird may approve and recommend that holders on termination of Xxxxxxxxx Shares accept such Superior Proposal and may terminate this Agreement in accordance with Section 8.2(1)(g) and payment of the fee to Parent pursuant to Section 8.2.1(d)(i) in order to 7.3, approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal. 7.3.3 (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 holders of the Xxxxxxxxx Hummingbird Shares shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 7.2 and Alamos Parent shall be afforded a new Response Period and the rights afforded in Section 7.3.2 in respect of each such Acquisition Proposal. 7.3.4 Where at any time before the Xxxxxxxxx Meeting, Xxxxxxxxx has provided Alamos with a notice under Section 7.3.1 hereof, an Acquisition Proposal has been publicly disclosed or announced, and the Response Period will not elapse at least three (3) business days prior to the scheduled date for the Xxxxxxxxx Meeting, then, subject to applicable Xxxx, Xxxxxxxxx may and, at Alamos’s request, Xxxxxxxxx will, postpone or adjourn the Xxxxxxxxx Meeting to a date acceptable to Alamos, acting reasonably, which shall not be later than ten days after the scheduled date of the Xxxxxxxxx Meeting and shall, in the event that Alamos and Xxxxxxxxx xxxxx the terms of this Agreement pursuant to Section 7.3.2 hereof, ensure that the details of such amended Agreement are communicated to the Xxxxxxxxx Shareholders prior to the resumption of the adjourned Xxxxxxxxx Meeting.