Common use of Right to Match Clause in Contracts

Right to Match. (a) Xxxxxx acknowledges and agrees that, during the Right to Match Period or such longer period as Xxxxxx may approve for such purpose, SEMAFO shall have the opportunity, but not the obligation, to propose to amend the terms of this Combination Agreement and the Amalgamation and Xxxxxx shall co-operate with SEMAFO with respect thereto, including negotiating in good faith with SEMAFO to enable SEMAFO to make such adjustments to the terms and conditions of this Combination Agreement and the Amalgamation as SEMAFO deems appropriate and as would enable SEMAFO to proceed with the Amalgamation on such adjusted terms. The Xxxxxx Board will review any proposal by SEMAFO to amend the terms of the Amalgamation in order to determine, in good faith in the exercise of its fiduciary duties and consistent with Section 7.01, whether SEMAFO’s proposal to amend the Amalgamation would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal. If the Xxxxxx Board determines that such Acquisition Proposal would cease to be a Superior Proposal, Xxxxxx shall promptly so advise SEMAFO and Xxxxxx and SEMAFO shall amend this Combination Agreement to reflect such offer made by SEMAFO, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing. (b) The Xxxxxx Board shall promptly reaffirm the Xxxxxx Board Recommendation by press release after: (i) any Acquisition Proposal which is not determined to be a Superior Proposal is publicly announced or made; or (ii) the Xxxxxx Board determines that a proposed amendment to the terms of the Amalgamation would result in an Acquisition Proposal no longer being a Superior Proposal. SEMAFO and its legal counsel shall be given a reasonable opportunity to review and comment on the form and content of any such press release, recognizing that whether or not such comments are appropriate will be determined by Xxxxxx, acting reasonably. (c) Xxxxxx acknowledges and agrees that each successive modification to any Acquisition Proposal shall constitute a new Acquisition Proposal for the purposes of Article 7, and SEMAFO shall be afforded a new Right to Match Period from the later of the date on which SEMAFO received the notice and documentation referred to in Section 7.01(h)iii from Xxxxxx in respect of the new Acquisition Proposal and the date on which SEMAFO received a copy of the proposed definitive agreement for the new Superior Proposal from Xxxxxx.

Right to Match. 7.3.1 Target 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) Xxxxxx acknowledges Target has complied with its obligations under Section 7.2 and agrees thathas provided Acquiror with a copy of the Superior Proposal and all related documentation described in Section 7.2.4; and (b) a period (the “Response Period”) of five Business Days has elapsed from the date that is the later of (i) the date on which Acquiror receives written notice from the Target Board that the Target Board has determined, during subject only to compliance with this Section 7.3Error! Reference source not found., to accept, approve, endorse, recommend or enter into a binding agreement to proceed with such Superior Proposal, and (ii) the Right to Match Period or such longer period as Xxxxxx may approve for such purposedate Acquiror receives a copy of the Superior Proposal and all related documentation described in Section 7.2.4. 7.3.2 During the Response Period, SEMAFO shall Acquiror will have the opportunityright, but not the obligation, to propose offer to amend the terms of this Combination Agreement and the Amalgamation and Xxxxxx shall co-operate with SEMAFO with respect theretoPlan of Arrangement, including negotiating in good faith with SEMAFO an increase in, or modification of, the Consideration. The Target Board shall review any such offer by Acquiror to enable SEMAFO to make such adjustments to the terms and conditions of amend this Combination Agreement and the Amalgamation as SEMAFO deems appropriate and as would enable SEMAFO Plan of Arrangement to proceed with the Amalgamation on such adjusted terms. The Xxxxxx Board will review any proposal by SEMAFO to amend the terms of the Amalgamation in order to determine, in good faith in the exercise of its fiduciary duties and consistent with Section 7.01, determine whether SEMAFO’s proposal to amend the Amalgamation would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to which Acquiror is responding would continue to be a Superior ProposalProposal when assessed against the Arrangement as it is proposed in writing by Acquiror to be amended. If the Xxxxxx Target Board determines that such the Acquisition Proposal would cease no longer constitutes a Superior Proposal, when assessed against this Agreement and the Plan of Arrangement as they are proposed to be amended, the Target Board will cause Target to enter into an amendment to this Agreement with 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 Target Board determines that the Acquisition Proposal continues to be a Superior Proposal, Xxxxxx shall promptly so advise SEMAFO Target may approve and Xxxxxx recommend that holders of Target Shares accept such Superior Proposal and SEMAFO shall amend may terminate this Combination Agreement to reflect such offer made by SEMAFO, and shall pay the Termination Fee 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 If the Target Circular has been sent to Target Shareholders prior to the expiry of the Response Period and, during such Response Period, Acquiror requests in writing that the Target Meeting proceed, unless otherwise ordered by the Court, Target shall continue to take all reasonable steps necessary to hold the Target Meeting and to cause the Arrangement Resolution to be taken all such actions as are necessary to give effect to voted on at the foregoingTarget Meeting. (b) The Xxxxxx Board shall promptly reaffirm 7.3.4 Where at any time before the Xxxxxx Board Recommendation by press release after: (i) any Acquisition Proposal which is not determined to be Target Meeting, Target has provided Acquiror with a Superior Proposal is publicly announced or made; or (ii) the Xxxxxx Board determines that a proposed amendment to the terms of the Amalgamation would result in notice under subsection 7.3.1, an Acquisition Proposal no longer being has been publicly disclosed or announced and the Response Period has not elapsed, then, subject to applicable laws, at Acquiror’s request, Target will postpone or adjourn the Target Meeting to a Superior Proposal. SEMAFO and its legal counsel shall be given a reasonable opportunity date acceptable to review and comment on the form and content of any such press release, recognizing that whether or not such comments are appropriate will be determined by XxxxxxAcquiror, acting reasonably. (c) Xxxxxx acknowledges and agrees that each 7.3.5 Each successive modification 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 Target Shares shall constitute a new Acquisition Proposal for the purposes of Article 7, this Section 7.3 and SEMAFO Acquiror shall be afforded a new Right to Match Response Period from and the later of the date on which SEMAFO received the notice and documentation referred to rights afforded in Section 7.01(h)iii from Xxxxxx subsection 7.3.2 in respect of the new each such Acquisition Proposal and the date on which SEMAFO received a copy of the proposed definitive agreement for the new Superior Proposal from XxxxxxProposal.

Right to Match. (a) Xxxxxx acknowledges Creston covenants that it will not accept, approve, endorse, recommend or enter into a binding agreement in respect of a Superior Proposal, unless: (i) it has complied with its obligations under Section 6.2 and agrees thatthe other provisions of this Article 6; and (ii) it has provided Mercator with written notice that the Creston Board has determined that the Acquisition Proposal constitutes a Superior Proposal, during and to accept, approve, endorse, recommend or enter into a definitive agreement with respect to such Acquisition Proposal and provided Mercator with a copy of any proposed definitive agreement, in each case not less than five calendar days (the Right "Match Period") prior to the proposed execution of such proposed definitive agreement; (b) During the Match Period or such longer period as Xxxxxx may approve for such purposePeriod, SEMAFO shall Mercator will have the opportunityright, but not the obligation, to propose offer to amend the terms of this Combination Agreement and the Amalgamation Plan of Arrangement, including, but not limited to, an increase in, or modification of, the aggregate number of Mercator Shares and/or amount of Cash Consideration to be issued to the Creston Shareholders. The board of directors of Creston will review any such written offer by Mercator to amend this Agreement and Xxxxxx shall co-operate with SEMAFO with respect theretothe Plan of Arrangement within three (3) Business Days of receipt of same, including negotiating in order to determine in good faith with SEMAFO to enable SEMAFO to make such adjustments to the terms and conditions of this Combination Agreement and the Amalgamation as SEMAFO deems appropriate and as would enable SEMAFO to proceed with the Amalgamation on such adjusted terms. The Xxxxxx Board will review any proposal by SEMAFO to amend the terms of the Amalgamation in order to determine, in good faith in the exercise of its fiduciary duties and consistent with Section 7.01, whether SEMAFO’s proposal to amend the Amalgamation would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to which Mercator is responding would continue to be a Superior ProposalProposal when assessed against the Arrangement as it is proposed in writing by Mercator to be amended. If the Xxxxxx Board board of directors of Creston determines that such the Acquisition Proposal would cease no longer constitutes a Superior Proposal, Creston will enter into an amendment to this Agreement with Mercator incorporating the amendments to the Agreement and Plan of Arrangement as set out in the written offer to amend, and will, within two (2) Business Days of entering into such amendment, reaffirm its recommendation of the Arrangement and issue a press release to that effect. For greater clarity, Creston Board retains its rights under Section 6.2 for any new Acquisition Proposal made after such a reaffirmation. If the board of directors of Creston determines in good faith that the Acquisition Proposal continues to be a Superior Proposal, Xxxxxx shall promptly so advise SEMAFO the Creston Board may approve and Xxxxxx and SEMAFO shall amend this Combination Agreement to reflect recommend that Creston Shareholders accept such offer made by SEMAFO, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing. (b) The Xxxxxx Board shall promptly reaffirm the Xxxxxx Board Recommendation by press release after: (i) any Acquisition Proposal which is not determined to be a Superior Proposal is publicly announced and may make a Change in Creston Recommendation or made; terminate this Agreement pursuant to Section 10.1(e)(iv) in order that Creston may enter into an agreement, understanding or (ii) arrangement to proceed with the Xxxxxx Board determines that a proposed amendment to the terms of the Amalgamation would result in an Acquisition Proposal no longer being a Superior Proposal. SEMAFO and its legal counsel shall be given a reasonable opportunity to review and comment on the form and content of any such press release, recognizing that whether or not such comments are appropriate will be determined by Xxxxxx, acting reasonably. (c) Xxxxxx acknowledges and agrees that each successive modification to any If less than five (5) Business Days before the Meeting, Creston has provided Mercator with a notice under Section 6.2(b), an Acquisition Proposal shall constitute a new Acquisition Proposal for has been publicly disclosed or announced and the purposes of Article 7, and SEMAFO shall be afforded a new Right to Match Period from has not elapsed, then, subject to applicable Laws, at Mercator's request and expense, Creston will postpone or adjourn the later Meeting at the Meeting to a date acceptable to Mercator, acting reasonably, which shall not be less than seven (7) days and not more than ten (10) days after the scheduled date of the date on which SEMAFO received Meeting and shall, in the notice event that Mercator and documentation referred Creston amend the terms of this Agreement pursuant to in Section 7.01(h)iii from Xxxxxx in respect 6.4(b), ensure that the details of such amended Agreement are communicated to the Creston Securityholders at or prior to the resumption of the new Acquisition Proposal and the date on which SEMAFO received a copy of the proposed definitive agreement for the new Superior Proposal from Xxxxxxadjourned Meeting.

Right to Match. 7.3.1 Brazauro 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) Xxxxxx acknowledges Brazauro has complied with its obligations under Section 7.2 and agrees thathas provided Eldorado with a copy of the Superior Proposal; and (b) a period (the “Response Period”) of five business days has elapsed from the date that is the later of: (i) the date on which Eldorado receives written notice from the Brazauro Board that the Brazauro Board has determined, during 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 Right to Match Period or such longer period as Xxxxxx may approve for such purposedate Eldorado receives a copy of the Superior Proposal. 7.3.2 During the Response Period, SEMAFO shall Eldorado will have the opportunityright, but not the obligation, to propose offer to amend the terms of this Combination Agreement and the Amalgamation and Xxxxxx shall co-operate with SEMAFO with respect theretoPlan of Arrangement, including negotiating in good faith with SEMAFO an increase in, or modification of, the aggregate consideration. The Brazauro Board shall review any such offer by Eldorado to enable SEMAFO to make such adjustments to the terms and conditions of amend this Combination Agreement and the Amalgamation as SEMAFO deems appropriate and as would enable SEMAFO Plan of Arrangement to proceed with the Amalgamation on such adjusted terms. The Xxxxxx Board will review any proposal by SEMAFO to amend the terms of the Amalgamation in order to determine, in good faith in the exercise of its fiduciary duties and consistent with Section 7.01, determine whether SEMAFO’s proposal to amend the Amalgamation would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to which Eldorado is responding would continue to be a Superior ProposalProposal when assessed against the Arrangement as it is proposed in writing by Eldorado to be amended. If the Xxxxxx Brazauro Board determines that such the Acquisition Proposal would cease no longer constitutes a Superior Proposal, the Brazauro Board, will cause Brazauro to enter into an amendment to this Agreement with Eldorado 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 Brazauro Board determines that the Acquisition Proposal continues to be a Superior Proposal, Xxxxxx shall promptly so advise SEMAFO Brazauro may approve and Xxxxxx recommend that holders of Brazauro Shares accept such Superior Proposal and SEMAFO shall amend may terminate this Combination Agreement pursuant to reflect such offer made by SEMAFOSection 8.2.1(d)(i) in order to accept or enter into an agreement, and shall take and cause understanding or arrangement to be taken all such actions as are necessary to give effect to proceed with the foregoingSuperior Proposal. (b) The Xxxxxx Board shall promptly reaffirm the Xxxxxx Board Recommendation by press release after: (i) any Acquisition Proposal which is not determined to be a Superior Proposal is publicly announced or made; or (ii) the Xxxxxx Board determines that a proposed 7.3.3 Each successive amendment to the terms of the Amalgamation would result in an Acquisition Proposal no longer being a Superior Proposal. SEMAFO and its legal counsel shall be given a reasonable opportunity to review and comment on the form and content of any such press release, recognizing that whether or not such comments are appropriate will be determined by Xxxxxx, acting reasonably. (c) Xxxxxx acknowledges and agrees that each successive modification 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 Brazauro Shares shall constitute a new Acquisition Proposal for the purposes of Article 7, this Section 7.3 and SEMAFO Eldorado shall be afforded a new Right to Match Response Period from and the later of the date on which SEMAFO received the notice and documentation referred to rights afforded in Section 7.01(h)iii from Xxxxxx paragraph 7.3.2 in respect of each such Acquisition Proposal. 7.3.4 Where at any time before the new Brazauro Meeting, Brazauro has provided Eldorado with a notice under Section 7.3.1 hereof, an Acquisition Proposal has been publicly disclosed or announced, and the Response Period has not elapsed, then, subject to applicable Laws, at Eldorado’s request, Brazauro will postpone or adjourn the Brazauro Meeting at the Brazauro Meeting (but not beforehand without Eldorado’s consent) to a date on acceptable to Eldorado, acting reasonably, which SEMAFO received a copy shall not be later than ten days after the scheduled date of the proposed definitive agreement for Brazauro Meeting and shall, in the new Superior Proposal from Xxxxxxevent that Eldorado and Brazauro amend the terms of this Agreement pursuant to Section 7.3.2 hereof, ensure that the details of such amended Agreement are communicated to the Brazauro Securityholders prior to the resumption of the adjourned Brazauro Meeting.

Right to Match. (a) Xxxxxx acknowledges If Goldrock receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Goldrock Securityholders, the Goldrock Board may, subject to compliance with Section 8.3, enter into a definitive agreement with respect to such Acquisition Proposal, if and agrees thatonly if: (i) the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing standstill or similar restriction; (ii) Goldrock has been, and continues to be, in compliance with its obligations under this Article 7; (iii) Goldrock has delivered to Fortuna a written notice of the determination of the Goldrock Board that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Goldrock Board to enter into such definitive agreement, together with a written notice from the Board regarding the value and financial terms that the Goldrock Board, in consultation with its financial advisors, has determined should be ascribed to any non-cash consideration offered under such Acquisition Proposal (the "Superior Proposal Notice"); (iv) Goldrock has provided Fortuna with a copy of the proposed definitive agreement for the Superior Proposal, together with a summary of the factors used by the Goldrock Board to conclude it is a Superior Proposal, and in the case of a proposal that includes non-cash consideration, the value or range of values attributed by the Goldrock Board, in good faith, to such non-cash consideration, after consultation with its financial advisers; (v) at least six (6) calendar days (the "Matching Period") have elapsed from the date that is the later of the date on which Fortuna received the Superior Proposal Notice and a copy of the proposed definitive agreement for the Superior Proposal from Goldrock; (vi) during any Matching Period, Fortuna has had the Right opportunity (but not the obligation), in accordance with Section 7.3(b), to Match Period offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal; (vii) if Fortuna has offered to amend this Agreement and the Arrangement under Section 7.3(b), the Goldrock Board has determined in good faith, after consultation with Goldrock's outside legal counsel and financial advisers, that such Acquisition Proposal continues to constitute a Superior Proposal compared to the terms of the Arrangement as proposed to be amended by Fortuna under Section 7.3(b); (viii) the Goldrock Board has determined in good faith, after consultation with Goldrock's outside legal counsel that it is necessary for the Board to enter into a definitive agreement with respect to such Superior Proposal in order to properly discharge its fiduciary duties; and (ix) prior to entering into such definitive agreement Goldrock terminates this Agreement pursuant to Subsection 8.2(a)(iv)(B) and pays the Termination Fee pursuant to Section 8.3. (b) During the Matching Period, or such longer period as Xxxxxx Goldrock may approve in writing for such purpose, SEMAFO : (a) the Goldrock Board shall have the opportunity, but not the obligation, to propose review any offer made by Fortuna under Section 7.3(b) to amend the terms of this Combination Agreement and the Amalgamation and Xxxxxx shall co-operate with SEMAFO with respect thereto, including negotiating in good faith with SEMAFO to enable SEMAFO to make such adjustments to the terms and conditions of this Combination Agreement and the Amalgamation as SEMAFO deems appropriate and as would enable SEMAFO to proceed with the Amalgamation on such adjusted terms. The Xxxxxx Board will review any proposal by SEMAFO to amend the terms of the Amalgamation in order to determine, Arrangement in good faith in the exercise of its fiduciary duties and consistent with Section 7.01, order to determine whether SEMAFO’s such proposal to amend the Amalgamation would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (b) Goldrock shall negotiate in good faith with Fortuna to make such amendments to the terms of this Agreement and the Arrangement as would enable Fortuna to proceed with the transactions contemplated by this Agreement on such amended terms. If the Xxxxxx Goldrock Board determines that such Acquisition Proposal would cease to be a Superior Proposal, Xxxxxx Goldrock shall promptly so advise SEMAFO Fortuna and Xxxxxx Goldrock and SEMAFO Fortuna shall amend this Combination Agreement to reflect such offer made by SEMAFOFortuna, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing. (b) The Xxxxxx Board shall promptly reaffirm the Xxxxxx Board Recommendation by press release after: (i) any Acquisition Proposal which is not determined to be a Superior Proposal is publicly announced or made; or (ii) the Xxxxxx Board determines that a proposed amendment to the terms of the Amalgamation would result in an Acquisition Proposal no longer being a Superior Proposal. SEMAFO and its legal counsel shall be given a reasonable opportunity to review and comment on the form and content of any such press release, recognizing that whether or not such comments are appropriate will be determined by Xxxxxx, acting reasonably. (c) Xxxxxx acknowledges and agrees that each Each successive modification amendment to any Acquisition Proposal shall constitute a new Acquisition Proposal for the purposes of Article 7this Section 7.3, and SEMAFO Fortuna shall be afforded a new Right to Match six (6) calendar day Matching Period from the later of the date on which SEMAFO Fortuna received the notice Superior Proposal Notice and documentation referred to in Section 7.01(h)iii from Xxxxxx in respect of the new Acquisition Proposal and the date on which SEMAFO received a copy of the proposed definitive agreement for the new Superior Proposal from XxxxxxGoldrock. (d) If Goldrock provides a Superior Proposal Notice to Fortuna after a date that is less than 10 Business Days before the date of the Goldrock Meeting, Goldrock shall either proceed with or shall postpone the Goldrock Meeting, as directed by Fortuna acting reasonably, to a date that is not more than 10 Business Days after the scheduled date of the Goldrock Meeting.

Right to Match. (a) Xxxxxx acknowledges If Cangold receives an Acquisition Proposal that constitutes or may constitute a Superior Proposal prior to the approval of the Arrangement Resolution by the Cangold Shareholders, the Cangold Board may, subject to compliance with Article 7 and agrees thatSection 8.2, enter into a definitive agreement with respect to such Acquisition Proposal, that is a Superior Proposal, if and only if: (i) the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing standstill or similar restriction; (ii) Cangold has been, and continues to be, in compliance with its obligations under this Article 5; (iii) Cangold has delivered to Great Panther a written notice of the determination of the Cangold Board that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Cangold Board to enter into such definitive agreement, together with a written notice from the Cangold Board regarding the value and financial terms that the Cangold Board, in consultation with its financial advisors, has determined should be ascribed to any non-cash consideration offered under such Acquisition Proposal (the “Superior Proposal Notice”); (iv) Cangold has provided Great Panther a copy of the proposed definitive agreement for the Superior Proposal; (v) at least ten (10) Business Days (the “Matching Period”) have elapsed from the date that is the later of the date on which Great Panther received the Superior Proposal Notice and a copy of the proposed definitive agreement for the Superior Proposal from Cangold; (vi) during any Matching Period, Great Panther has had the Right opportunity (but not the obligation), in accordance with Section 5.4(b), to Match Period offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal; (vii) if applicable, the Cangold Board has determined in good faith, after consultation with Cangold’s outside legal counsel and financial advisers, that such Acquisition Proposal continues to constitute a Superior Proposal compared to the terms of the Arrangement as proposed to be amended by Great Panther under Section 5.4(b); (viii) the Cangold Board has determined in good faith, after consultation with Cangold’s outside legal counsel that it is necessary for the Cangold Board to enter into a definitive agreement with respect to such Superior Proposal in order to properly discharge its fiduciary duties; (ix) such Superior Proposal does not provide for the payment of any break, termination or other fees or expenses to any person in the event that Cangold completes the transactions with Great Panther contemplated by this Agreement or any other similar transaction with Great Panther agreed to prior to the termination of this Agreement; and (x) prior to entering into such definitive agreement Cangold terminates this Agreement pursuant to Section 7.2(a)(iii)(B) and pays the Termination Fee pursuant to Section 8.2. (b) During the Matching Period, or such longer period as Xxxxxx Cangold may approve in writing for such purpose, SEMAFO : (a) the Cangold Board shall have the opportunity, but not the obligation, to propose review any offer made by Great Panther under Section 5.4(a)(vi) to amend the terms of this Combination Agreement and the Amalgamation and Xxxxxx shall co-operate with SEMAFO with respect thereto, including negotiating in good faith with SEMAFO to enable SEMAFO to make such adjustments to the terms and conditions of this Combination Agreement and the Amalgamation as SEMAFO deems appropriate and as would enable SEMAFO to proceed with the Amalgamation on such adjusted terms. The Xxxxxx Board will review any proposal by SEMAFO to amend the terms of the Amalgamation in order to determine, Arrangement in good faith in the exercise of its fiduciary duties and consistent with Section 7.01, order to determine whether SEMAFO’s such proposal to amend the Amalgamation would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (b) Cangold shall negotiate in good faith with Great Panther to make such amendments to the terms of this Agreement and the Arrangement as would enable Great Panther to proceed with the transactions contemplated by this Agreement on such amended terms. If the Xxxxxx Cangold Board determines that such Acquisition Proposal would cease to be a Superior Proposal, Xxxxxx Cangold shall promptly so advise SEMAFO Great Panther, and Xxxxxx Cangold and SEMAFO Great Panther shall amend this Combination Agreement to reflect such offer made by SEMAFOGreat Panther, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing. (bc) Each successive amendment to any Acquisition Proposal shall constitute a new Acquisition Proposal for the purposes of this Section 5.3, and Great Panther shall be afforded a new ten (10) Business Day Matching Period from the later of the date on which Great Panther received the Superior Proposal Notice and a copy of the definitive agreement for the new Superior Proposal from Cangold. (d) The Xxxxxx Cangold Board shall promptly reaffirm the Xxxxxx Cangold Board Recommendation by press release after: (i) after any Acquisition Proposal which is not determined to be a Superior Proposal is publicly announced or made; or (ii) the Xxxxxx Cangold Board determines that a proposed amendment to the terms of the Amalgamation this Agreement as contemplated under Section 5.4(b) would result in an Acquisition Proposal no longer being a Superior Proposal. SEMAFO Cangold shall provide Great Panther and its outside legal counsel shall be given with a reasonable opportunity to review and comment on the form and content of any such press release, recognizing that whether or not release and shall make all reasonable amendments to such comments are appropriate will be determined press release as requested by Xxxxxx, acting reasonablyGreat Panther and its counsel. (ce) Xxxxxx acknowledges If Cangold provides a Superior Proposal Notice to Great Panther after a date that is less than ten (10) Business Days before the Cangold Meeting, Cangold shall either proceed with or shall postpone the Cangold Meeting, as directed by Great Panther to a date that is not more than ten (10) Business Days after the scheduled date of the Cangold Meeting. (f) Nothing contained in this Section 5.3 shall limit in any way the obligation of Cangold to convene and agrees that each successive modification hold the Cangold Meeting in accordance with Section 2.3 of this Agreement while this Agreement remains in force. (g) Nothing contained in this Article 5 shall prohibit the Cangold Board from responding through a directors’ circular or otherwise as required by Law to any an Acquisition Proposal that it determines is not a Superior Proposal, provided that Cangold shall constitute provide Great Panther and its outside legal counsel with a new Acquisition Proposal for reasonable opportunity to review the purposes form and content of Article 7, such circular or other disclosure and SEMAFO shall be afforded a new Right to Match Period from the later of the date on which SEMAFO received the notice make all reasonable amendments as requested by Great Panther and documentation referred to in Section 7.01(h)iii from Xxxxxx in respect of the new Acquisition Proposal and the date on which SEMAFO received a copy of the proposed definitive agreement for the new Superior Proposal from Xxxxxxits counsel.

Right to Match. 7.3.1 Silverstone 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) Xxxxxx acknowledges Silverstone has complied with its obligations under Section 7.2 and agrees thathas provided Silver Wheaton with a copy of the Superior Proposal; and (b) a period (the “Response Period”) of four Business Days has elapsed from the date that is the later of (x) the date on which Silver Wheaton receives written notice from the Silverstone Board that the Silverstone Board has determined, during 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 (y) the Right to Match Period or such longer period as Xxxxxx may approve for such purposedate Silver Wheaton receives a copy of the Superior Proposal. 7.3.2 During the Response Period, SEMAFO shall Silver Wheaton will have the opportunityright, but not the obligation, to propose offer to amend the terms of this Combination Agreement and the Amalgamation and Xxxxxx shall co-operate with SEMAFO with respect theretoPlan of Arrangement, including negotiating in good faith with SEMAFO an increase in, or modification of, the aggregate consideration. The Silverstone Board shall review any such offer by Silver Wheaton to enable SEMAFO to make such adjustments to the terms and conditions of amend this Combination Agreement and the Amalgamation as SEMAFO deems appropriate and as would enable SEMAFO Plan of Arrangement to proceed with the Amalgamation on such adjusted terms. The Xxxxxx Board will review any proposal by SEMAFO to amend the terms of the Amalgamation in order to determine, in good faith in the exercise of its fiduciary duties and consistent with Section 7.01, determine whether SEMAFO’s proposal to amend the Amalgamation would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to which Silver Wheaton is responding would continue to be a Superior ProposalProposal when assessed against the Arrangement as it is proposed in writing by Silver Wheaton to be amended. If the Xxxxxx Silverstone Board determines that such the Acquisition Proposal would cease no longer constitutes a Superior Proposal, the Silverstone Board, will cause Silverstone to enter into an amendment to this Agreement with Silver Wheaton 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 Silverstone Board determines that the Acquisition Proposal continues to be a Superior Proposal, Xxxxxx shall promptly so advise SEMAFO Silverstone may approve and Xxxxxx recommend that holders of Silverstone Shares accept such Superior Proposal and SEMAFO shall amend may terminate this Combination Agreement pursuant to reflect such offer made by SEMAFOSection 8.2.1(d)(i) in order to accept or enter into an agreement, and shall take and cause understanding or arrangement to be taken all such actions as are necessary to give effect to proceed with the foregoingSuperior Proposal. (b) The Xxxxxx Board shall promptly reaffirm the Xxxxxx Board Recommendation by press release after: (i) any Acquisition Proposal which is not determined to be a Superior Proposal is publicly announced or made; or (ii) the Xxxxxx Board determines that a proposed 7.3.3 Each successive amendment to the terms of the Amalgamation would result in an Acquisition Proposal no longer being a Superior Proposal. SEMAFO and its legal counsel shall be given a reasonable opportunity to review and comment on the form and content of any such press release, recognizing that whether or not such comments are appropriate will be determined by Xxxxxx, acting reasonably. (c) Xxxxxx acknowledges and agrees that each successive modification 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 Silverstone Shares shall constitute a new Acquisition Proposal for the purposes of Article 7, this Section 7.3 and SEMAFO Silver Wheaton shall be afforded a new Right to Match Response Period from and the later of the date on which SEMAFO received the notice and documentation referred to rights afforded in Section 7.01(h)iii from Xxxxxx paragraph 7.3.2 in respect of the new each such Acquisition Proposal and the date on which SEMAFO received a copy of the proposed definitive agreement for the new Superior Proposal from XxxxxxProposal.