Common use of Subsequent Acquisition Transaction Clause in Contracts

Subsequent Acquisition Transaction. After the Offeror takes up and pays for the Caza Shares under the Offer, the Offeror shall, subject to the terms and conditions of this Agreement, as soon as reasonably practicable (and in any event not more than 120 days after the date of completion of the Offer), use its commercially reasonable efforts to pursue and consummate a statutory arrangement, amalgamation, merger, reorganization, consolidation, recapitalization or other type of acquisition transaction or transactions to acquire the remaining Caza Shares (each a “Subsequent Acquisition Transaction”) for share consideration per Caza Share that is not less than the consideration paid pursuant to the Offer; provided, however, that if as of the final expiration of the Offer, the Offer has been accepted by holders of Caza Shares holding not fewer than 90% of the outstanding Caza Shares as at the Expiry Time, excluding Caza Shares held prior to the commencement of the Offer by the Offeror or any affiliate thereof, the Offeror shall, subject to the terms and conditions hereof, use its commercially reasonable efforts to complete as soon as reasonably practicable (and in any event, to initiate and complete within the time periods set forth in the Act) a Compulsory Acquisition with respect to the Caza Shares. If the Offeror takes up and pays for Caza Shares pursuant to the Offer, and thereby acquires at least two-thirds of the outstanding Caza Shares (on a diluted basis), Caza agrees to use all commercially reasonable efforts to assist the Offeror in effecting a Subsequent Acquisition Transaction carried out for share consideration per Caza Share that is not less than the consideration paid pursuant to the Offer. Nothing herein shall be construed to prevent the Offeror from acquiring, directly or indirectly, additional Caza Shares in the open market, by privately negotiated transactions, in another take-over bid, tender or exchange offer, or otherwise in accordance with Securities Laws (including by way of Compulsory Acquisition) following completion of the Offer.

Subsequent Acquisition Transaction. After the Offeror takes up and pays for the Caza Shares under the OfferIf, the Offeror shall, subject to the terms and conditions of this Agreement, as soon as reasonably practicable (and in any event not more than within 120 days after the date of completion of the Offer), use its commercially reasonable efforts to pursue and consummate a statutory arrangement, amalgamation, merger, reorganization, consolidation, recapitalization or other type of acquisition transaction or transactions to acquire the remaining Caza Shares (each a “Subsequent Acquisition Transaction”) for share consideration per Caza Share that is not less than the consideration paid pursuant to the Offer; provided, however, that if as of the final expiration of the Offer, the Offer has been accepted by holders of Caza Shares holding not fewer less than 90% of the outstanding Caza Shares as at the Expiry Time, excluding Caza Shares held prior Barrick may, to the commencement extent possible, acquire (a "Compulsory Acquisition") the remainder of the Shares from those Shareholders who have not accepted the Offer by pursuant to Section 206 of the Offeror CBCA. If that statutory right of acquisition is not available or any affiliate thereofBarrick chooses not to avail itself of such statutory right of acquisition, the Offeror shall, subject to the terms and conditions hereof, Barrick will use its commercially reasonable efforts to complete as soon as reasonably practicable (and in any eventpursue other means of acquiring the remaining Shares not tendered to the Offer. Placer Dome agrees that, to initiate and complete within the time periods set forth in the Act) a Compulsory Acquisition with respect to the Caza Shares. If the Offeror event Barrick takes up and pays for Caza Shares pursuant to under the Offer, and thereby acquires Offer representing at least two-thirds a simple majority of the outstanding Caza Shares (calculated on a fully diluted basisbasis as at the Expiry Time), Caza agrees it will assist Barrick in connection with any proposed amalgamation, statutory arrangement, amendment to use all commercially reasonable efforts articles, consolidation, capital reorganization or other transaction involving Placer Dome and Barrick or a Barrick Subsidiary that Barrick may, in its sole discretion, undertake to assist pursue (a "Subsequent Acquisition Transaction") to acquire the Offeror remaining Shares, provided that the consideration per Share offered in effecting a connection with the Subsequent Acquisition Transaction carried out for share is at least equivalent in value to the consideration per Caza Share offered under the Offer and further provided that is not less than for this purpose, in calculating the value of the consideration paid pursuant to the Offer. Nothing herein offered in any Subsequent Acquisition Transaction, each Barrick Common Share shall be construed deemed to prevent the Offeror from acquiring, directly or indirectly, additional Caza Shares be at least equivalent in the open market, by privately negotiated transactions, in another take-over bid, tender or exchange offer, or otherwise in accordance with Securities Laws (including by way of Compulsory Acquisition) following completion of value to each Barrick Common Share offered under the Offer.

Subsequent Acquisition Transaction. After the Offeror takes up and pays for the Caza Shares under the OfferIf, the Offeror shall, subject to the terms and conditions of this Agreement, as soon as reasonably practicable (and in any event not more than 120 days within four months after the date of completion of the Offer), use its commercially reasonable efforts to pursue and consummate a statutory arrangement, amalgamation, merger, reorganization, consolidation, recapitalization or other type of acquisition transaction or transactions to acquire the remaining Caza Shares (each a “Subsequent Acquisition Transaction”) for share consideration per Caza Share that is not less than the consideration paid pursuant to the Offer; provided, however, that if as of the final expiration of the Offer, the Offer has been accepted by holders of Caza Shares holding not fewer less than 90% of the outstanding Caza Shares (calculated on a fully-diluted basis (excluding the IFI Rights)) as at the Expiry Time, excluding Caza Shares held prior to on the commencement date of the Offer by the Offeror Offeror, or any affiliate thereofan “Affiliate” or an “Associate” (as those terms are defined in the Business Corporations Act (Yukon)) of the Offeror, the Offeror shall, subject to the terms and conditions hereofextent legally permissible, use its commercially reasonable efforts to complete as soon as reasonably practicable acquire the remainder of the Shares from those Shareholders who have not accepted the Offer by way of a statutory compulsory acquisition under the Business Corporations Act (and in any eventYukon) (a “Compulsory Acquisition”). If that statutory right of acquisition is not legally permissible, to initiate and complete within the time periods set forth or in the Act) a Compulsory Acquisition with respect to the Caza Shares. If event the Offeror takes up and pays for Caza Shares under the Offer representing at least 662/3% of the outstanding Shares (calculated on a fully-diluted basis (excluding the IFI Rights) as at the Expiry Time), the Offeror shall acquire the remaining Shares not tendered to the Offer by way of statutory arrangement (a “Subsequent Acquisition Transaction”) and the consideration per Share offered in connection with the Subsequent Acquisition Transaction shall be at least equivalent in value to the consideration per Share offered under the Offer. All Shares held by Shareholders resident in the United Kingdom and not acquired pursuant to the Offer, and thereby acquires at least two-thirds of the outstanding Caza Shares (on Offer shall be acquired in a diluted basis), Caza agrees to use all commercially reasonable efforts to assist the Offeror in effecting a Compulsory Acquisition or Subsequent Acquisition Transaction carried out for share consideration per Caza Share that is whether or not less than the consideration paid pursuant to Shareholders are “Qualified Investors” within the Offer. Nothing herein meaning of the United Kingdom Financial Services and Markets Xxx 0000 and the Offer shall be construed amended to prevent reflect the Offeror from acquiring, directly or indirectly, additional Caza Shares in the open market, by privately negotiated transactions, in another take-over bid, tender or exchange offer, or otherwise in accordance with Securities Laws (including by way of Compulsory Acquisition) following completion of the Offerforegoing.

Subsequent Acquisition Transaction. After (a) If, within the Offeror takes up and pays for the Caza Shares under the Offer, the Offeror shall, subject to the terms and conditions earlier of this Agreement, as soon as reasonably practicable (and in any event not more than 120 days after the date of completion the mailing of the Offer), use its commercially reasonable efforts to pursue Offer Documents and consummate a statutory arrangement, amalgamation, merger, reorganization, consolidation, recapitalization or other type of acquisition transaction or transactions to acquire 20 days after the remaining Caza Offeror first takes up and pays for Shares (each a “Subsequent Acquisition Transaction”) for share consideration per Caza Share that is not less than the consideration paid pursuant to the Offer; provided, however, that if as of the final expiration of under the Offer, the Offer has been accepted by holders of Caza Shares holding not fewer less than 90% of the outstanding Caza Class A Common Shares as at or holders of not less than 90% of the Expiry TimeClass B Subordinate Voting Shares, excluding Caza Shares held prior Parent will cause the Offeror (to the commencement extent permitted by applicable Law, orders, judgments, decrees, writs or injunctions) to acquire the remainder of the Class A Common Shares or Class B Subordinate Voting Shares (as applicable) pursuant to a Compulsory Acquisition. Parent shall cause the Offeror to do so as soon as legally and practicably possible. (b) If, within the earlier of 120 days after the date of the mailing of the Offer by Documents and 20 days after the Offeror or any affiliate thereof, the Offeror shall, subject to the terms and conditions hereof, use its commercially reasonable efforts to complete as soon as reasonably practicable (and in any event, to initiate and complete within the time periods set forth in the Act) a Compulsory Acquisition with respect to the Caza Shares. If the Offeror first takes up and pays for Caza Shares pursuant to under the Offer, and thereby acquires at least two-thirds the Offer is accepted by holders of less than 90% (but not less than 66?%) of the outstanding Caza Class A Common Shares or holders of less than 90% (but not less than 66?%) of the Class B Subordinate Voting Shares (on as applicable) or the Offer has been accepted by holders of not less than 90% of the Class A Common Shares or holders of not less than 90% of the Class B Subordinate Voting Shares and a diluted basis)Compulsory Acquisition is otherwise not available, Caza agrees Parent will cause the Offeror (to use all commercially reasonable efforts the extent permitted by applicable Law, orders, judgments, decrees, writs or injunctions) to acquire the remainder of the Shares not tendered to the Offer at a price equal to that offered under the Offer pursuant to a Subsequent Acquisition Transaction. Parent shall cause the Offeror to do so as soon as legally and practicably possible. (c) Company will assist Parent and the Offeror in effecting connection with the implementation of a Compulsory Acquisition or a Subsequent Acquisition Transaction carried out (including, in the case of a Subsequent Acquisition Transaction, calling of any required Shareholder meeting, making any required regulatory or court applications, mailing to the Shareholders a proxy or other required informational statement or circular, as the case may be, and all related materials and all amendments or supplements thereto, if any, reasonably acceptable to Parent and the Offeror and providing Parent and the Offeror with a reasonable opportunity to review and comment on the contents of all materials prepared by Company in connection with such transaction). The information provided by Company for share consideration per Caza Share use in such materials, on both the date that such materials are first mailed to the Shareholders and on the date that any Shareholder meeting is held for the purpose of approving a Subsequent Acquisition Transaction, shall not contain any untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not less than misleading in the consideration paid pursuant circumstances in which it was made and will comply in all material respects with applicable securities Laws. Company will correct promptly any information provided by it for use in such materials that becomes false or misleading. (d) Notwithstanding the foregoing, Parent shall not be obligated to cause the Offeror to effect a Compulsory Acquisition or Subsequent Acquisition Transaction so long as (i) any act, action, suit or proceeding is pending before or by any domestic or foreign court or tribunal or governmental agency or other regulatory authority or administrative agency or commission or by any elected or appointed public official or private person in Canada or elsewhere, whether or not having the force of law, against Parent, the Offeror or Company in any way relating to the Offer. Nothing herein transactions contemplated by this Agreement or (ii) any Law, order, judgment, decree, writ or injunction shall be construed have been enacted, promulgated or applied, in any case, to prevent cease trade, enjoin, prohibit or impose material limitations, damages or conditions on the right of the Offeror from acquiring, directly to own or indirectly, additional Caza Shares in the open market, by privately negotiated transactions, in another take-over bid, tender or exchange offer, or otherwise in accordance with Securities Laws (including by way exercise full rights of Compulsory Acquisition) following completion ownership of the OfferShares or the Offeror’s ability to effect a Compulsory Acquisition or a Subsequent Acquisition Transaction.

Subsequent Acquisition Transaction. After the Offeror takes up and pays for the Caza Shares under the OfferIf, the Offeror shall, subject to the terms and conditions of this Agreement, as soon as reasonably practicable (and in any event not more than within 120 days after the date of completion of the Offer), use its commercially reasonable efforts to pursue and consummate a statutory arrangement, amalgamation, merger, reorganization, consolidation, recapitalization or other type of acquisition transaction or transactions to acquire the remaining Caza Shares (each a “Subsequent Acquisition Transaction”) for share consideration per Caza Share that is not less than the consideration paid pursuant to the Offer; provided, however, that if as of the final expiration of the Offer, the Offer has been accepted by holders of Caza Shares holding not fewer less than 90% of the outstanding Caza Common Shares as at the Expiry Time, excluding Caza Common Shares held prior to by or on behalf of Offeror or an “associate” or “affiliate” (as those terms are defined in the commencement CBCA) of Offeror at the date of the Offer by the Offeror or any affiliate thereofOffer, the Offeror shall, subject to the terms and conditions hereofextent possible, acquire (a “Compulsory Acquisition”) the remainder of the Common Shares from those Shareholders who have not accepted the Offer pursuant to section 206 of the CBCA. If that statutory right of acquisition is not available or Offeror chooses not to avail itself of such statutory right of acquisition, Offeror will use its commercially reasonable efforts to complete as soon as reasonably practicable (and in any event, to initiate and complete within pursue other means of acquiring the time periods set forth in the Act) a Compulsory Acquisition with respect remaining Common Shares not tendered to the Caza SharesOffer, provided that the consideration per Common Share offered in connection with such other means of acquiring such Common Shares shall be at least equivalent in value to the consideration per Common Share offered under the Offer. If the Offeror takes up and pays for Caza Common Shares pursuant to under the Offer, and thereby acquires Offer representing at least two-thirds a simple majority of the outstanding Caza Common Shares (calculated on a fully-diluted basis)basis as at the Expiry Time) Offeror will use reasonable efforts, Caza agrees and Alcan will assist Offeror, in order to use all commercially reasonable efforts acquire sufficient Common Shares to assist the successfully complete an amalgamation, statutory arrangement, amendment to articles, consolidation, capital reorganization or other transaction involving Alcan, Rio Tinto, Offeror in effecting or one or more Rio Tinto Subsidiaries or Subsidiaries of Offeror (a “Subsequent Acquisition Transaction”) and, for greater certainty, when Offeror has acquired sufficient Common Shares to do so, it shall complete a Subsequent Acquisition Transaction carried out for share to acquire the remaining Common Shares, provided that the consideration per Caza Common Share that is offered in connection with the Subsequent Acquisition Transaction shall be not less than the consideration paid pursuant to the Offer. Nothing herein shall be construed to prevent the Offeror from acquiring, directly or indirectly, additional Caza Shares in the open market, by privately negotiated transactions, in another take-over bid, tender or exchange offer, or otherwise in accordance with Securities Laws (including by way of Compulsory Acquisition) following completion of per Common Share offered under the Offer.

Subsequent Acquisition Transaction. After the Offeror takes up and pays for the Caza Shares under the OfferIf, the Offeror shall, subject to the terms and conditions of this Agreement, as soon as reasonably practicable (and in any event not more than within 120 days after the date of completion of the Offer), use its commercially reasonable efforts to pursue and consummate a statutory arrangement, amalgamation, merger, reorganization, consolidation, recapitalization or other type of acquisition transaction or transactions to acquire the remaining Caza Shares (each a “Subsequent Acquisition Transaction”) for share consideration per Caza Share that is not less than the consideration paid pursuant to the Offer; provided, however, that if as of the final expiration of the Offer, the Offer has been accepted by holders of Caza Shares holding not fewer less than 90% of the outstanding Caza Common Shares as at the Expiry Time, excluding Caza Common Shares held prior by or on behalf of Barrick, or an "affiliate" or an "associate" (as those terms are defined in the BCBCA) of Barrick, Barrick may, to the commencement extent possible, acquire (a "Compulsory Acquisition") the remainder of the Common Shares from those Shareholders who have not accepted the Offer by pursuant to Section 300 of the Offeror BCBCA. If that statutory right of acquisition is not available or any affiliate thereofBarrick chooses not to avail itself of such statutory right of acquisition, the Offeror shall, subject to the terms and conditions hereof, Barrick shall use its commercially reasonable efforts to complete as soon as reasonably practicable (and in any eventpursue other means of acquiring the remaining Common Shares not tendered to the Offer. Arizona Star agrees that, to initiate and complete within the time periods set forth in the Act) a Compulsory Acquisition with respect to the Caza Shares. If the Offeror event Barrick takes up and pays for Caza Common Shares under the Offer representing at least a simple majority of the outstanding Common Shares (calculated on a fully-diluted basis as at the Expiry Time), it will assist Barrick in connection with any proposed amalgamation, statutory arrangement, amendment to articles, consolidation, capital reorganization or other transaction involving Arizona Star and Barrick or a Barrick Subsidiary that Barrick may, in its sole discretion, undertake to pursue (a "Subsequent Acquisition Transaction") to acquire the remaining Common Shares, provided that the consideration per Common Share offered in connection with the Subsequent Acquisition Transaction is at least equivalent in value to the consideration per Common Share offered under the Offer and provided that, in connection with a Subsequent Acquisition Transaction consummated within 120 days of the Expiry Time, if such value is greater than that paid to Shareholders pursuant to the Offer, and thereby acquires at least two-thirds of the outstanding Caza Shares (on a diluted basis)Shareholders who accepted the Offer will be "topped up" to be paid, Caza agrees when added to use all commercially reasonable efforts to assist the Offeror in effecting a Subsequent Acquisition Transaction carried out for share consideration per Caza Common Share that is not less than the consideration paid pursuant to the Offer, the same value per Common Share as is received pursuant to such Subsequent Acquisition Transaction. Nothing herein shall be construed to prevent the Offeror from acquiring, directly or indirectly, additional Caza Shares in the open market, by privately negotiated transactions, in another take-over bid, tender or exchange offer, or otherwise in accordance with Securities Laws (including by way Table of Compulsory Acquisition) following completion of the Offer.Contents

Subsequent Acquisition Transaction. After (a) If, within four months after the making of the Offer, the Offer has been accepted by persons, who, in the aggregate, hold at least 90% of the outstanding Shares as at the Expiry Time, excluding Shares held on the date of the Offer by, or by a nominee for, or an "affiliate" (as defined in the BCBCA) of the Offeror, the Offeror shall, to the extent possible, acquire the remainder of the Shares from those Shareholders who have not accepted the Offer pursuant to Section 300 of the BCBCA (a "Compulsory Acquisition"). (b) If the Offeror takes up and pays for the Caza Shares under the OfferOffer such number of Shares that, together with the Shares held by the Offeror shalland any Offeror Affiliate, subject is equal to the terms and conditions of this Agreement, as soon as reasonably practicable (and in any event not more than 120 days after the date of completion at least 66 2/3% of the Offer)outstanding Shares as at the Expiry Time, and a Compulsory Acquisition is not available the Offeror shall use its commercially reasonable efforts to pursue acquire the balance of the Shares as soon as practicable, and consummate in any event within 120 days of the Expiry Time, by way of a statutory arrangement, amalgamation, mergeramendment to articles, reorganization, consolidation, recapitalization or other type of acquisition transaction or transactions to acquire the remaining Caza Shares (each a “"Subsequent Acquisition Transaction”") carried out for share consideration per Caza Share that is not less than the consideration paid pursuant to the Offer; providedOffer Price. (c) The Company agrees that, however, that if as of the final expiration of the Offer, the Offer has been accepted by holders of Caza Shares holding not fewer than 90% of the outstanding Caza Shares as at the Expiry Time, excluding Caza Shares held prior to the commencement of the Offer by the Offeror or any affiliate thereof, the Offeror shall, subject to the terms and conditions hereof, use its commercially reasonable efforts to complete as soon as reasonably practicable (and in any event, to initiate and complete within the time periods set forth in the Act) a Compulsory Acquisition with respect to the Caza Shares. If event the Offeror takes up and pays for Caza Shares pursuant to under the Offer, or otherwise acquires, such number of Shares that, together with the Shares held by the Offeror and thereby acquires any Offeror Affiliate, is equal to at least two-thirds a simple majority of the outstanding Caza Shares (on a diluted basis)Shares, Caza agrees to use all commercially reasonable efforts to it will assist the Offeror in effecting a connection with any proposed Compulsory Acquisition or Subsequent Acquisition Transaction carried out for share that the Offeror may, in its sole discretion, undertake to pursue to acquire the balance of the Shares, provided that the consideration per Caza Share that offered in connection with such transaction is not less than the consideration paid pursuant at least equivalent to the Offer. Offer Price. (d) Nothing herein in this Agreement shall be construed to prevent the Offeror or the Offeror Affiliates from acquiring, directly or indirectly, additional Caza Shares Shares, in the open market, by market or in privately negotiated transactionstransactions or otherwise, in another take-over bid, tender or exchange offer, or otherwise in accordance with Applicable Securities Laws (including by way of Compulsory Acquisition) following completion of the OfferLaws.

Subsequent Acquisition Transaction. After the Offeror takes up and pays for the Caza Shares under the OfferIf, the Offeror shall, subject to the terms and conditions of this Agreement, as soon as reasonably practicable (and in any event not more than within 120 days after the date of completion of the Offer), use its commercially reasonable efforts to pursue and consummate a statutory arrangement, amalgamation, merger, reorganization, consolidation, recapitalization or other type of acquisition transaction or transactions to acquire the remaining Caza Shares (each a “Subsequent Acquisition Transaction”) for share consideration per Caza Share that is not less than the consideration paid pursuant to the Offer; provided, however, that if as of the final expiration of the Offer, the Offer has been accepted by holders of Caza Shares holding not fewer less than 90% of the outstanding Caza Common Shares as at the Expiry Time, excluding Caza Common Shares held prior to by or on behalf of Offeror or an "associate" or "affiliate" (as those terms are defined in the commencement CBCA) of Offeror at the date of the Offer by the Offeror or any affiliate thereofOffer, the Offeror shall, subject to the terms and conditions hereofextent possible, acquire (a "Compulsory Acquisition") the remainder of the Common Shares from those Shareholders who have not accepted the Offer pursuant to section 206 of the CBCA. If that statutory right of acquisition is not available or Offeror chooses not to avail itself of such statutory right of acquisition, Offeror will use its commercially reasonable efforts to complete as soon as reasonably practicable (and in any event, to initiate and complete within pursue other means of acquiring the time periods set forth in the Act) a Compulsory Acquisition with respect remaining Common Shares not tendered to the Caza SharesOffer, provided that the consideration per Common Share offered in connection with such other means of acquiring such Common Shares shall be at least equivalent in value to the consideration per Common Share offered under the Offer. If the Offeror takes up and pays for Caza Common Shares pursuant to under the Offer, and thereby acquires Offer representing at least two-thirds a simple majority of the outstanding Caza Common Shares (calculated on a fully-diluted basis)basis as at the Expiry Time) Offeror will use reasonable efforts, Caza agrees and Alcan will assist Offeror, in order to use all commercially reasonable efforts acquire sufficient Common Shares to assist the successfully complete an amalgamation, statutory arrangement, amendment to articles, consolidation, capital reorganization or other transaction involving Alcan, Rio Tinto, Offeror in effecting or one or more Rio Tinto Subsidiaries or Subsidiaries of Offeror (a "Subsequent Acquisition Transaction") and, for greater certainty, when Offeror has acquired sufficient Common Shares to do so, it shall complete a Subsequent Acquisition Transaction carried out for share to acquire the remaining Common Shares, provided that the consideration per Caza Common Share that is offered in connection with the Subsequent Acquisition Transaction shall be not less than the consideration paid pursuant to the Offer. Nothing herein shall be construed to prevent the Offeror from acquiring, directly or indirectly, additional Caza Shares in the open market, by privately negotiated transactions, in another take-over bid, tender or exchange offer, or otherwise in accordance with Securities Laws (including by way of Compulsory Acquisition) following completion of per Common Share offered under the Offer.

Subsequent Acquisition Transaction. After the Offeror takes up and pays for the Caza Shares under the OfferIf, the Offeror shall, subject to the terms and conditions of this Agreement, as soon as reasonably practicable (and in any event not more than within 120 days after the date of completion of the Offer), use its commercially reasonable efforts to pursue and consummate a statutory arrangement, amalgamation, merger, reorganization, consolidation, recapitalization or other type of acquisition transaction or transactions to acquire the remaining Caza Shares (each a “Subsequent Acquisition Transaction”) for share consideration per Caza Share that is not less than the consideration paid pursuant to the Offer; provided, however, that if as of the final expiration of the Offer, the Offer has been accepted by holders of Caza Shares holding not fewer less than 90% of the outstanding Caza Shares as at the Expiry TimeMiranda Shares, excluding Caza the Miranda Shares held prior by the Acquiror or an “affiliate” or an “associate” (as those terms are defined in the QBCA) of the Acquiror on the date of the Offer, the Acquiror presently intends, to the commencement extent possible, to acquire the remainder of the Miranda Shares from those holders who have not accepted the Offer by pursuant to Section 398 of the Offeror or any affiliate thereof, the Offeror shall, subject to the terms and conditions hereof, use its commercially reasonable efforts to complete as soon as reasonably practicable QBCA (and in any event, to initiate and complete within the time periods set forth in the Act) a “Compulsory Acquisition with respect to the Caza SharesAcquisition”). If the Offeror statutory right of Compulsory Acquisition is not available, but the Acquiror takes up and pays for Caza for, or otherwise acquires, directly or indirectly at least 66 2/3% of the Miranda Shares pursuant to the terms of the Offer, and thereby acquires at least two-thirds of the outstanding Caza Shares (on a diluted basis), Caza Acquiror agrees to use all commercially reasonable efforts to acquire, and Miranda agrees to use commercially reasonable efforts to assist the Offeror Acquiror in effecting acquiring, the balance of the Miranda Shares as soon as practicable and in any event within a period of 120 days following Take-Up by way of amalgamation, statutory arrangement, capital reorganization or other transaction proposed by the Acquiror, involving Miranda and Belden or an affiliate of Xxxxxx (a “Subsequent Acquisition Transaction carried out for share Transaction”), provided that the consideration per Caza Miranda Share that is not less than at least equal in value to the consideration paid pursuant to by the Acquiror under the Offer, and in no event will the Acquiror be required to offer consideration per Miranda Share greater than the Offer Price. Nothing herein The provisions of this Section 2.8 shall be construed to prevent survive the Offeror from acquiring, directly or indirectly, additional Caza Shares in the open market, by privately negotiated transactions, in another take-over bid, tender or exchange offer, or otherwise in accordance with Securities Laws (including by way termination of Compulsory Acquisition) following completion of the Offerthis Agreement.

Subsequent Acquisition Transaction. After (a) If, within four months after the making of the Offer, the Offer has been accepted by persons, who, in the aggregate, hold at least 90% of the outstanding Shares as at the Expiry Time, excluding Shares held on the date of the Offer by, or by a nominee for, or an “affiliate” (as defined in the BCBCA) of the Offeror, the Offeror shall, to the extent possible, acquire the remainder of the Shares from those Shareholders who have not accepted the Offer pursuant to Section 300 of the BCBCA (a “Compulsory Acquisition”). (b) If the Offeror takes up and pays for the Caza Shares under the OfferOffer such number of Shares that, together with the Shares held by the Offeror shalland any Offeror Affiliate, subject is equal to the terms and conditions of this Agreement, as soon as reasonably practicable (and in any event not more than 120 days after the date of completion at least 66 2/3% of the Offer)outstanding Shares as at the Expiry Time, and a Compulsory Acquisition is not available the Offeror shall use its commercially reasonable efforts to pursue acquire the balance of the Shares as soon as practicable, and consummate in any event within 120 days of the Expiry Time, by way of a statutory arrangement, amalgamation, mergeramendment to articles, reorganization, consolidation, recapitalization or other type of acquisition transaction or transactions to acquire the remaining Caza Shares (each a “Subsequent Acquisition Transaction”) carried out for share consideration per Caza Share that is not less than the consideration paid pursuant to the Offer; providedOffer Price. (c) The Company agrees that, however, that if as of the final expiration of the Offer, the Offer has been accepted by holders of Caza Shares holding not fewer than 90% of the outstanding Caza Shares as at the Expiry Time, excluding Caza Shares held prior to the commencement of the Offer by the Offeror or any affiliate thereof, the Offeror shall, subject to the terms and conditions hereof, use its commercially reasonable efforts to complete as soon as reasonably practicable (and in any event, to initiate and complete within the time periods set forth in the Act) a Compulsory Acquisition with respect to the Caza Shares. If event the Offeror takes up and pays for Caza Shares pursuant to under the Offer, or otherwise acquires, such number of Shares that, together with the Shares held by the Offeror and thereby acquires any Offeror Affiliate, is equal to at least two-thirds a simple majority of the outstanding Caza Shares (on a diluted basis)Shares, Caza agrees to use all commercially reasonable efforts to it will assist the Offeror in effecting a connection with any proposed Compulsory Acquisition or Subsequent Acquisition Transaction carried out for share that the Offeror may, in its sole discretion, undertake to pursue to acquire the balance of the Shares, provided that the consideration per Caza Share that offered in connection with such transaction is not less than the consideration paid pursuant at least equivalent to the Offer. Offer Price. (d) Nothing herein in this Agreement shall be construed to prevent the Offeror or the Offeror Affiliates from acquiring, directly or indirectly, additional Caza Shares Shares, in the open market, by market or in privately negotiated transactionstransactions or otherwise, in another take-over bid, tender or exchange offer, or otherwise in accordance with Applicable Securities Laws (including by way of Compulsory Acquisition) following completion of the OfferLaws.