Common use of Tender Offers Clause in Contracts

Tender Offers. In the event that a cash offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to US Gold Common Stock (an "Offer") is proposed by US Gold or is proposed to US Gold or its shareholders and is recommended by the board of directors of US Gold, or is otherwise effected or to be effected with the consent or approval of the board of directors of US Gold, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by Callco pursuant to the Redemption Call Right, US Gold and Exchangeco will use reasonable best efforts (to the extent, in the case of an Offer by a third party, within its control) expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit holders of Exchangeable Shares to participate in such Offer to the same extent and on an economically equivalent basis as the holders of shares of US Gold Common Stock, without discrimination. Without limiting the generality of the foregoing, US Gold and Exchangeco will use reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract Exchangeable Shares as against Exchangeco (or, if so required, to ensure that any such retraction, shall be effective only upon, and shall be conditional upon, the closing of such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the right of Exchangeco to redeem, or US Gold or Callco to purchase pursuant to the Redemption Call Right, Exchangeable Shares in the event of a US Gold Control Transaction.

Tender Offers. In the event that a cash tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to US Gold Lululemon Common Stock Shares (an "“Offer"”) is proposed by US Gold Lululemon or is proposed to US Gold Lululemon or its shareholders and is recommended by the board of directors of US GoldLululemon, or is otherwise effected or to be effected with the consent or approval of the board of directors of US GoldLululemon, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by Callco pursuant to the Redemption Call Right, US Gold and Exchangeco Lululemon will use its reasonable best efforts (to the extent, in the case of an Offer by a third party, within its control) expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit holders of Exchangeable Shares (other than Lululemon and its subsidiaries) to participate in such Offer to the same extent and or on an economically equivalent basis as the holders of shares of US Gold Lululemon Common StockShares, without discrimination. Without limiting the generality of the foregoing, US Gold and Exchangeco Lululemon will use its reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract Exchangeable Shares as against Exchangeco (or, if so required, to ensure that any such retraction, retraction shall be effective only upon, and shall be conditional upon, the closing of such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the right rights of Exchangeco to redeem, or US Gold redeem (or Callco to purchase pursuant to the Redemption Call Right) Exchangeable Shares, Exchangeable Shares as applicable, in the event of a US Gold Lululemon Control Transaction.

Tender Offers. In the event that a cash tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to US Gold Parent Common Stock Shares (an "Offer") is proposed by US Gold Parent or is proposed to US Gold Parent or its shareholders and is recommended by the board Board of directors Directors of US GoldParent, or is otherwise effected or to be effected with the consent or approval of the board Board of directors Directors of US GoldParent, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by Callco pursuant to NovaScotiaco as contemplated by and in compliance with the Redemption Call RightShare Provisions, US Gold and Exchangeco Parent will use its reasonable best efforts (to the extent, in the case of an Offer by a third party, within its control) expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit holders of the Exchangeable Shares to participate in such Offer to the same extent and on an economically equivalent basis as the holders of shares of US Gold Parent Common StockShares, without discrimination. Without limiting the generality of the foregoing, US Gold and Exchangeco Parent will use its reasonable best efforts expeditiously and in good faith (and shall, in the case of a transaction by Parent or where Parent is a participant in the negotiation thereof) to ensure that holders of the Exchangeable Shares may participate in each all such Offer Offers without being required to retract the Exchangeable Shares as against Exchangeco (or, if so required, to ensure that any such retraction, shall be effective only upon, and shall be conditional upon, the closing of such the Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the right rights of Exchangeco under the Share Provisions to redeem, redeem (or US Gold or Callco NovaScotiaco to purchase pursuant to the Redemption Call Right) the Exchangeable Shares, Exchangeable Shares as applicable, in the event of a US Gold Parent Control Transaction.

Tender Offers. In the event that a cash tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to US Gold Common Stock MEC Class A Shares (an "Offer") is proposed by US Gold MEC or is proposed to US Gold MEC or its shareholders and is recommended by the board Board of directors Directors of US GoldMEC, or is otherwise effected or to be effected with the consent or approval of the board Board of directors Directors of US GoldMEC, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by Callco MEC pursuant to the Redemption Call Right, US Gold and Exchangeco MEC will use its reasonable best efforts (to the extent, in the case of an Offer by a third party, within its control) expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit holders of Exchangeable Shares to participate in such Offer to the same extent and on an economically equivalent basis as the holders of shares of US Gold Common StockMEC Class A Shares, without discrimination. Without limiting the generality of the foregoing, US Gold and Exchangeco MEC will use its reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each all such Offer Offers without being required to retract Exchangeable Shares as against Exchangeco (or, if so required, to ensure that any such retraction, retraction shall be effective only upon, and shall be conditional upon, the closing of such the Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the right rights of Exchangeco to redeem, redeem (or US Gold or Callco MEC to purchase pursuant to the Redemption Call Right) Exchangeable Shares, Exchangeable Shares as applicable, in the event of a US Gold an MEC Control Transaction.

Tender Offers. In the event that a cash tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to US Gold Common Stock Akerna Shares (an "“Offer"”) is proposed by US Gold Akerna or is proposed to US Gold Akerna or its shareholders and is recommended by the board of directors of US GoldAkerna, or is otherwise effected or to be effected with the consent or approval of the board of directors of US GoldAkerna, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by Akerna or Callco pursuant to the Redemption Call Right, US Gold Akerna and Exchangeco will use reasonable best efforts (to the extent, in the case of an Offer by a third party, within its control) expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit holders of Exchangeable Shares (other than Akerna and its affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of shares of US Gold Common StockAkerna Shares, without discrimination. Without limiting the generality of the foregoing, US Gold Akerna and Exchangeco will use reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract Exchangeable Shares as against Exchangeco (or, if so required, to ensure that any such retraction, retraction shall be effective only upon, and shall be conditional upon, the closing of such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the right rights of Exchangeco to redeem, or US Gold Akerna or Callco to purchase pursuant to the Redemption Call Right, Exchangeable Shares in the event of a US Gold an Akerna Control Transaction.

Tender Offers. In the event that a cash tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to US Gold Common Stock Parent Shares (an "Offer") is proposed by US Gold the Parent or is proposed to US Gold the Parent or its shareholders and is recommended by the board of directors of US Goldthe Parent, or is otherwise effected or to be effected with the consent or approval of the board of directors of US Goldthe Parent, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by the Parent or Callco pursuant to the Redemption Call Right, US Gold the Parent and Exchangeco will use reasonable best efforts (to the extent, in the case of an Offer by a third party, within its control) expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit holders of Exchangeable Shares (other than the Parent and its subsidiaries) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of shares of US Gold Common StockParent Shares, without discrimination. Without limiting the generality of the foregoing, US Gold the Parent and Exchangeco will use reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract Exchangeable Shares as against Exchangeco (or, if so required, to ensure that any such retraction, retraction shall be effective only upon, and shall be conditional upon, the closing of such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the right rights of Exchangeco to redeem, or US Gold the Parent or Callco to purchase pursuant to the Redemption Call Right, Exchangeable Shares in the event of a US Gold Parent Control Transaction.

Tender Offers. In the event that a cash tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to US Gold Common Stock Newmont Shares (an "“Offer"”) is proposed by US Gold Newmont or is proposed to US Gold Newmont or its shareholders and is recommended by the board Board of directors Directors of US GoldNewmont, or is otherwise effected or to be effected with the consent or approval of the board Board of directors Directors of US GoldNewmont, and the Exchangeable Shares are not redeemed by New Exchangeco or purchased by Callco or Newmont pursuant to the Redemption Call Right, US Gold and Exchangeco Newmont will use reasonable best efforts (to the extent, in the case of an Offer by a third party, within its control) expeditiously and in good faith to take all such actions and do all such things as are reasonably necessary or desirable to enable and permit holders of Exchangeable Shares (other than Newmont and its affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of shares of US Gold Common StockNewmont Shares, without discrimination. Without limiting the generality of the foregoing, US Gold and Exchangeco Newmont will use reasonable best efforts expeditiously and in good faith take all such actions and do all such things as are reasonably necessary or desirable to ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract Exchangeable Shares as against New Exchangeco (or, if so required, to ensure that any such retraction, shall be effective only upon, and shall be conditional upon, the closing of such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the right rights of New Exchangeco to redeem, or US Gold redeem (or Callco or Newmont to purchase pursuant to the Redemption Call Right) Exchangeable Shares, Exchangeable Shares as applicable, in the event of a US Gold Newmont Control Transaction.

Tender Offers. In the event that a cash tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to US Gold LoJack Common Stock Shares (an "“Offer"”) is proposed by US Gold LoJack or is proposed to US Gold LoJack or its shareholders and is recommended by the board of directors of US GoldLoJack, or is otherwise effected or to be effected with the consent or approval of the board of directors of US GoldLoJack, and the Exchangeable Shares are not redeemed by LoJack Exchangeco or purchased by LoJack Callco pursuant to the Redemption Call Right, US Gold and Exchangeco LoJack will use its reasonable best efforts (to the extent, in the case of an Offer by a third party, within its control) expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit holders of Exchangeable Shares (other than LoJack and its Affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of shares of US Gold LoJack Common StockShares, without discrimination. Without limiting the generality of the foregoing, US Gold and Exchangeco LoJack will use its reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract Exchangeable Shares as against LoJack Exchangeco (or, if so required, to ensure that any such retraction, shall be effective only upon, and shall be conditional upon, the closing of such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the right rights of LoJack Exchangeco to redeem, redeem (or US Gold or LoJack Callco to purchase pursuant to the Redemption Call Right) Exchangeable Shares, Exchangeable Shares as applicable, in the event of a US Gold LoJack Control Transaction.

Tender Offers. In the event that a cash tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to US Gold Common Stock Goldstrike Shares (an "Offer") is proposed by US Gold Goldstrike or is proposed to US Gold Goldstrike or its shareholders and is recommended by the board Board of directors Directors of US GoldGoldstrike, or is otherwise effected or to be effected with the consent or approval of the board Board of directors Directors of US GoldGoldstrike, and the Exchangeable Shares are not redeemed by Exchangeco the Corporation or purchased by Callco pursuant to the Redemption Call Right, US Gold and Exchangeco Goldstrike will use its reasonable best efforts (to the extent, in the case of an Offer by a third party, within its control) expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit holders of Exchangeable Shares (other than Goldstrike and its Affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of shares of US Gold Common StockGoldstrike Shares, without discrimination. Without limiting the generality of the foregoing, US Gold and Exchangeco Goldstrike will use its reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract Exchangeable Shares as against Exchangeco the Corporation (or, if so required, to ensure that any such retraction, shall be effective only upon, and shall be conditional upon, the closing of such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the right rights of Exchangeco the Corporation to redeem, or US Gold redeem (or Callco to purchase pursuant to the Redemption Call Right) Exchangeable Shares, Exchangeable Shares as applicable, in the event of a US Gold Goldstrike Control Transaction.

Tender Offers. In For so long as Exchangeable Shares remain outstanding (not including Exchangeable Shares held by Acquiror and its Affiliates), in the event that a cash tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to US Gold Common Stock Acquiror Shares (an "“Offer"”) is proposed by US Gold Acquiror or is proposed to US Gold Acquiror or its shareholders and is recommended by the board Board of directors Directors of US GoldAcquiror, or is otherwise effected or to be effected with the consent or approval of the board Board of directors Directors of US GoldAcquiror, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by Callco pursuant to the Redemption Call RightCorporation, US Gold and Exchangeco Acquiror will use its reasonable best efforts (to the extent, in the case of an Offer by a third party, within its control) expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit holders of Exchangeable Shares (other than Acquiror and its Affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of shares of US Gold Common StockAcquiror Shares, without discrimination. Without limiting the generality of the foregoing, US Gold and Exchangeco Acquiror will use its reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract Exchangeable Shares as against Exchangeco the Corporation (or, if so required, to ensure that any such retraction, shall be effective only upon, and shall be conditional upon, the closing of such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the right rights of Exchangeco the Corporation to redeem, or US Gold or Callco to purchase pursuant to the Redemption Call Right, redeem Exchangeable Shares in the event of a US Gold an Acquiror Control Transaction.

Tender Offers. In the event that a cash tender offer, share exchange offer, issuer bid, take-take- over bid or similar transaction with respect to US Gold shares of SMTC Common Stock (each, an "Offer") is proposed by US Gold SMTC or is proposed to US Gold SMTC or its shareholders and is recommended by the board of directors of US GoldSMTC, or is otherwise effected or to be effected with the consent or approval of the board of directors of US GoldSMTC, and the Exchangeable Shares are not redeemed by Exchangeco SMTC Canada or purchased by Callco SMTC Nova Scotia pursuant to the Redemption Call Right, US Gold and Exchangeco SMTC will use its reasonable best efforts (to the extentefforts, in the case of an Offer by a third party, within its control) expeditiously and in good faith faith, to take all such actions and do all such things as are necessary or desirable to enable and permit holders of Exchangeable Shares to participate in such Offer to the same extent and on an economically equivalent basis as the holders of shares of US Gold SMTC Common Stock, without discrimination. Without limiting the generality of the foregoing, US Gold and Exchangeco SMTC will use its reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each all such Offer Offers without being required to exercise their right to retract Exchangeable Shares as against Exchangeco SMTC Canada (or, if so required, to ensure that any such retraction, retraction shall be effective only upon, and shall be conditional upon, the closing of such the Offer and only to the extent necessary to tender to or deposit to under the Offer). Nothing herein shall affect the right rights of Exchangeco SMTC Canada to redeem, redeem (or US Gold or Callco SMTC Nova Scotia to purchase pursuant to the Redemption Call Right) Exchangeable Shares, Exchangeable Shares as applicable, in the event of a US Gold an SMTC Control Transaction.

Tender Offers. In the event that a cash tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to US Gold Common Stock AMVESCAP Ordinary Shares (an "OfferOFFER") is proposed by US Gold AMVESCAP or is proposed to US Gold AMVESCAP or its shareholders and is recommended by the board Board of directors Directors of US GoldAMVESCAP, or is otherwise effected or to be effected with the consent or approval of the board Board of directors Directors of US GoldAMVESCAP, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by Callco pursuant to the Redemption Call Right, US Gold and Exchangeco AMVESCAP will use reasonable best efforts (to the extent, in the case of an Offer by a third party, within its control) expeditiously and in good faith to take all such actions and do all such things as are reasonably necessary or desirable to enable and permit holders of Exchangeable Shares (other than AMVESCAP and its Affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of shares of US Gold Common StockAMVESCAP Ordinary Shares, without discrimination. Without limiting the generality of the foregoing, US Gold and Exchangeco AMVESCAP will use reasonable best efforts expeditiously and in good faith take all such actions and do all such things as are reasonably necessary or desirable to ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract Exchangeable Shares as against Exchangeco (or, if so required, to ensure that any such retraction, shall be effective only upon, and shall be conditional upon, the closing of such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the right rights of Exchangeco to redeem, or US Gold redeem (or Callco to purchase pursuant to the Redemption Call Right) Exchangeable Shares, Exchangeable Shares as applicable, in the event of a US Gold an AMVESCAP Control Transaction.

Tender Offers. In the event that a cash tender offer, share exchange offer, issuer bid, take-take- over bid or similar transaction with respect to US Gold NPS Common Stock Shares (an "Offer") is proposed by US Gold NPS or is proposed to US Gold NPS or its shareholders and is recommended by the board Board of directors Directors of US GoldNPS, or is otherwise effected or to be effected with the consent or approval of the board Board of directors Directors of US GoldNPS, and the Exchangeable Shares are not redeemed by Exchangeco NPS - Allelix Inc. or purchased by Callco NPS Holdings pursuant to the Redemption Call Right, US Gold and Exchangeco NPS will use its reasonable best efforts (to the extent, in the case of an Offer by a third party, within its control) expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit holders of Exchangeable Shares (other than NPS and its Affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of shares of US Gold NPS Common StockShares, without discrimination. Without limiting the generality of the foregoing, US Gold and Exchangeco NPS will use its reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract Exchangeable Shares as against Exchangeco NPS - Allelix Inc. (or, if so required, to ensure that any such retraction, shall be effective only upon, and shall be conditional upon, the closing of such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the right rights of Exchangeco NPS - Allelix Inc. to redeem, redeem (or US Gold or Callco NPS Holdings to purchase pursuant to the Redemption Call Right) Exchangeable Shares, Exchangeable Shares as applicable, in the event of a US Gold NPS Control Transaction.

Tender Offers. In the event that a cash tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to US Gold Rational Common Stock Shares (an "Offer") is proposed by US Gold Rational or is proposed to US Gold Rational or its shareholders and is recommended by the board Board of directors Directors of US GoldRational, or is otherwise effected or to be effected with the consent or approval of the board Board of directors Directors of US GoldRational, and the Exchangeable Shares are not redeemed by Exchangeco Acquisition Sub or purchased by Callco Holding ULC pursuant to the Redemption Call Right, US Gold and Exchangeco Rational will use its reasonable best efforts (to the extent, in the case of an Offer by a third party, within its control) expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit holders of Exchangeable Shares to participate in such the Offer to the same extent and on an economically equivalent basis as the holders of shares of US Gold Rational Common StockShares, without discrimination. Without limiting the generality of the foregoing, US Gold and Exchangeco Rational will use its reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each such Offer all Offers without being required to retract Exchangeable Shares as against Exchangeco Acquisition Sub (or, if so required, to ensure that any such the retraction, shall will be effective only upon, and shall will be conditional upon, the closing of such the Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect in this Agreement affects the right rights of Exchangeco Acquisition Sub to redeem, redeem (or US Gold or Callco Holding ULC to purchase pursuant to the Redemption Call Right) Exchangeable Shares, Exchangeable Shares as applicable, in the event of a US Gold Rational Control Transaction.

Tender Offers. In the event that a cash tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to Polar US Gold Common Stock Shares (an "“Offer"”) is proposed by Polar US Gold or is proposed to Polar US Gold or its shareholders and is recommended by the board of directors of US GoldPolar US, or is otherwise effected or to be effected with the consent or approval of the board of directors of US GoldPolar US, and the Class A Exchangeable Shares are not redeemed by Exchangeco New Polar or purchased by Callco pursuant to the Redemption Call Right, Polar US Gold and Exchangeco will use its commercially reasonable best efforts (to the extent, in the case of an Offer by a third party, within its control) expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit holders of Class A Exchangeable Shares (other than Polar US and its Affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of shares of Polar US Gold Common StockShares, without discrimination. Without limiting the generality of the foregoing, Polar US Gold and Exchangeco will use its commercially reasonable best efforts expeditiously and in good faith to ensure that holders of Class A Exchangeable Shares may participate in each all such Offer Offers without being required to retract Class A Exchangeable Shares as against Exchangeco New Polar (or, if so required, to ensure that any such retraction, retraction shall be effective only upon, and shall be conditional upon, the closing of such the Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the right rights of Exchangeco New Polar to redeem, or US Gold redeem (or Callco to purchase pursuant to the Redemption Call Right) Class A Exchangeable Shares, Exchangeable Shares as applicable, in the event of a Polar US Gold Control Transaction.

Tender Offers. In the event that a cash tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to US Gold WACI Common Stock Shares (an "Offer") is proposed by US Gold WACI or is proposed to US Gold WACI or its shareholders and is recommended by the board Board of directors Directors of US GoldWACI, or is otherwise effected or to be effected with the consent or approval of the board Board of directors Directors of US GoldWACI, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by Callco pursuant to WACI as contemplated by and in compliance with the Redemption Call RightShare Provisions, US Gold and Exchangeco then WACI will use its reasonable best efforts (to the extent, in the case of an Offer by a third party, within its control) expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit holders of the Exchangeable Shares to participate in such Offer to the same extent and on an economically equivalent basis as the holders of shares of US Gold WACI Common StockShares, without discrimination. Without limiting the generality of the foregoing, US Gold and Exchangeco WACI will use its reasonable best efforts expeditiously and in good faith (in the case of a transaction by WACI or where WACI is a participant in the negotiation thereof) to ensure that holders of the Exchangeable Shares may participate in each all such Offer Offers without being required to retract the Exchangeable Shares as against Exchangeco (or, if so required, to ensure that any such retraction, shall be effective only upon, and shall be conditional upon, the closing of such the Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the right rights of Exchangeco under the Share Provisions to redeem, redeem (or US Gold or Callco WACI to purchase pursuant to the Redemption Call Right) the Exchangeable Shares, Exchangeable Shares in the event of a US Gold WACI Control Transaction.

Tender Offers. In the event that a cash tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to US Gold Common Stock Molycorp Shares (an "“Offer"”) is proposed by US Gold Molycorp or is proposed to US Gold Molycorp or its shareholders and is recommended by the board of directors of US GoldMolycorp, or is otherwise effected or to be effected with the consent or approval of the board of directors of US GoldMolycorp, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by Molycorp or Callco pursuant to the Redemption Call Right, US Gold Molycorp and Exchangeco will use reasonable best efforts (to the extent, in the case of an Offer by a third party, within its control) expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit holders of Exchangeable Shares (other than Molycorp and its affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of shares of US Gold Common StockMolycorp Shares, without discrimination. Without limiting the generality of the foregoing, US Gold Molycorp and Exchangeco will use reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract Exchangeable Shares as against Exchangeco (or, if so required, to ensure that any such retraction, retraction shall be effective only upon, and shall be conditional upon, the closing of such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the right rights of Exchangeco to redeem, or US Gold Molycorp or Callco to purchase pursuant to the Redemption Call Right, Exchangeable Shares in the event of a US Gold Molycorp Control Transaction.

Tender Offers. In the event that a cash tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to US Gold FCE Common Stock (an "Offer") is proposed by US Gold FCE or is proposed to US Gold FCE or its shareholders and is recommended by the board Board of directors Directors of US GoldFCE, or is otherwise effected or to be effected with the consent or approval of the board Board of directors Directors of US GoldFCE, and the Exchangeable Shares are not redeemed by Exchangeco ExchangeCo or purchased by Callco pursuant to the Redemption Call Right, US Gold and Exchangeco will use reasonable best efforts (to the extent, in the case of an Offer by a third party, within its control) expeditiously and FCE shall in good faith to take all such actions and do all such things as are necessary or desirable and in its power to enable and permit holders of Exchangeable Shares (other than FCE and its Affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of shares of US Gold FCE Common Stock, without discrimination. Without limiting the generality of the foregoing, US Gold and Exchangeco FCE will use reasonable best its good faith efforts expeditiously to (and in good faith to the case of a transaction proposed by FCE or where it is a participant in the negotiation thereof it will) ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract Exchangeable Shares as against Exchangeco ExchangeCo (or, if so required, to ensure that any such retraction, shall be effective only upon, and shall be conditional upon, the closing of such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the right rights of Exchangeco ExchangeCo to redeem, or US Gold redeem (or Callco to purchase pursuant to the Redemption Call Right) Exchangeable Shares, Exchangeable Shares as applicable, in the event of a US Gold FCE Control Transaction.

Tender Offers. In the event that a cash tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to US Gold Common Stock Rockford Shares (an "“Offer"”) is proposed by US Gold Rockford or is proposed to US Gold Rockford or its shareholders and is recommended by the board of directors of US GoldRockford, or is otherwise effected or to be effected with the consent or approval of the board of directors of US GoldRockford, and the Exchangeable Shares are not redeemed by Exchangeco Subco or purchased by Rockford or Callco pursuant to the Redemption Call Right, US Gold Rockford and Exchangeco Subco will use reasonable best efforts (to the extent, in the case of an Offer by a third party, within its control) expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit holders of Exchangeable Shares (other than Rockford and its affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of shares of US Gold Common StockRockford Shares, without discrimination. Without limiting the generality of the foregoing, US Gold Rockford and Exchangeco Subco will use reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract Exchangeable Shares as against Exchangeco Subco (or, if so required, to ensure that any such retraction, retraction shall be effective only upon, and shall be conditional upon, the closing of such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the right rights of Exchangeco Subco to redeem, or US Gold Rockford or Callco to purchase pursuant to the Redemption Call Right, Exchangeable Shares in the event of a US Gold Rockford Control Transaction.

Tender Offers. In the event that a cash tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to US Gold Common for the purpose of acquiring shares of LCE Stock (an "OfferOFFER") is proposed by US Gold LCE or is proposed to US Gold LCE or its shareholders stockholders and is recommended by the board of directors of US GoldLCE, or is otherwise effected or to be effected with the consent or approval of the board of directors of US GoldLCE, and the Exchangeable Shares are not redeemed by Exchangeco the Corporation or purchased by Callco ULC or Callco LLC pursuant to the Redemption Call Right, US Gold and Exchangeco LCE will use reasonable best efforts (to the extent, in the case of an Offer by a third party, within its control) expeditiously and in good faith to take all such actions and do all such things as are reasonably necessary or desirable to enable and permit holders of Exchangeable Shares (other than holders of Nullified Shares) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of shares of US Gold Common LCE Stock, without discrimination. Without limiting the generality of the foregoing, US Gold and Exchangeco LCE will use reasonable its best efforts expeditiously and in good faith to ensure that permit holders of Exchangeable Shares may to participate in each such Offer without being required to retract Exchangeable Shares as against Exchangeco the Corporation (or, if so required, to ensure that any such retraction, retraction shall be effective only upon, and shall be conditional upon, the closing of such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the right rights of Exchangeco the Corporation to redeem, or US Gold redeem (or Callco ULC or Callco LLC to purchase pursuant to the Redemption Call Right) Exchangeable Shares, Exchangeable Shares as applicable, in the event of a US Gold an LCE Control Transaction.

Tender Offers. In the event that a cash tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to US Gold Common Stock Vail Shares (an "“Offer"”) is proposed by US Gold Vail or is proposed to US Gold Vail or its shareholders and is recommended by the board of directors of US GoldVail, or is otherwise effected or to be effected with the consent or approval of the board of directors of US GoldVail, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by Vail or Callco pursuant to the Redemption Call Right, US Gold Vail and Exchangeco will use reasonable best efforts (to the extent, in the case of an Offer by a third party, within its control) expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit holders of Exchangeable Shares (other than Vail and its affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of shares of US Gold Common StockVail Shares, without discrimination. Without limiting the generality of the foregoing, US Gold Vail and Exchangeco will use reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract Exchangeable Shares as against Exchangeco (or, if so required, to ensure that any such retraction, retraction shall be effective only upon, and shall be conditional upon, the closing of such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the right rights of Exchangeco to redeem, or US Gold Vail or Callco to purchase pursuant to the Redemption Call Right, Exchangeable Shares in the event of a US Gold Vail Control Transaction.

Tender Offers. In the event that a cash offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to US Gold Common Stock (an "“Offer"”) is proposed by US Gold or is proposed to US Gold or its shareholders and is recommended by the board of directors of US Gold, or is otherwise effected or to be effected with the consent or approval of the board of directors of US Gold, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by Callco pursuant to the Redemption Call Right, US Gold and Exchangeco will use reasonable best efforts (to the extent, in the case of an Offer by a third party, within its control) expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit holders of Exchangeable Shares to participate in such Offer to the same extent and on an economically equivalent basis as the holders of shares of US Gold Common Stock, without discrimination. Without limiting the generality of the foregoing, US Gold and Exchangeco will use reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract Exchangeable Shares as against Exchangeco (or, if so required, to ensure that any such retraction, shall be effective only upon, and shall be conditional upon, the closing of such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the right of Exchangeco to redeem, or US Gold or Callco to purchase pursuant to the Redemption Call Right, Exchangeable Shares in the event of a US Gold Control Transaction.

Tender Offers. In the event that a cash tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to US Gold Common Stock D-Wave Quantum Shares (an "“Offer"”) is proposed by US Gold D-Wave Quantum or is proposed to US Gold D-Wave Quantum or its shareholders and is recommended by the board of directors of US GoldD-Wave Quantum, or is otherwise effected or to be effected with the consent or approval of the board of directors of US GoldD-Wave Quantum, and the Exchangeable Shares are not redeemed by Exchangeco ExchangeCo or purchased by Callco D-Wave Quantum or CallCo pursuant to the Redemption Call Right, US Gold D-Wave Quantum and Exchangeco ExchangeCo will use reasonable best efforts (to the extent, in the case of an Offer by a third party, within its control) expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit holders of Exchangeable Shares (other than D-Wave Quantum and its affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of shares of US Gold Common StockD-Wave Quantum Shares, without discrimination. Without limiting the generality of the foregoing, US Gold D-Wave Quantum and Exchangeco ExchangeCo will use reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract Exchangeable Shares as against Exchangeco ExchangeCo (or, if so required, to ensure that any such retraction, retraction shall be effective only upon, and shall be conditional upon, the closing of such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the right rights of Exchangeco ExchangeCo to redeem, or US Gold D-Wave Quantum or Callco CallCo to purchase pursuant to the Redemption Call Right, Exchangeable Shares in the event of a US Gold Control D-Wave Quantum Extraordinary Transaction.

Tender Offers. In the event that a cash tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to US Gold shares of Spinco Common Stock (an "“Offer"”) is proposed by US Gold Spinco or is proposed to US Gold Spinco or its shareholders and is recommended by the board of directors of US GoldSpinco, or is otherwise effected or to be effected with the consent or approval of the board of directors of US GoldSpinco, and the Exchangeable Shares are not redeemed by Newco Canada Exchangeco or purchased by Callco Newco Canada pursuant to the Redemption Call Right, US Gold and Exchangeco Spinco will use its reasonable best efforts (to the extent, in the case of an Offer by a third party, within its control) expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit holders of Exchangeable Shares (other than Spinco and its subsidiaries) to participate in such Offer to the same extent and or on an economically equivalent basis as the holders of shares of US Gold Spinco Common Stock, without discrimination. Without limiting the generality of the foregoing, US Gold and Exchangeco Spinco will use its reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract Exchangeable Shares as against Newco Canada Exchangeco (or, if so required, to ensure that any such retraction, retraction shall be effective only upon, and shall be conditional upon, the closing of such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the right rights of Newco Canada Exchangeco to redeem, redeem (or US Gold or Callco Newco Canada to purchase pursuant to the Redemption Call Right) Exchangeable Shares, Exchangeable Shares as applicable, in the event of a US Gold Spinco Control Transaction.

Tender Offers. In the event that a cash tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to US Gold Abgenix Common Stock Shares (an "Offer") is proposed by US Gold Abgenix or is proposed to US Gold Abgenix or its shareholders and is recommended by the board Board of directors Directors of US GoldAbgenix, or is otherwise effected or to be effected with the consent or approval of the board Board of directors Directors of US GoldAbgenix, and the Exchangeable Company Special Shares are not redeemed by Exchangeco the Company or purchased by Callco Abgenix Canada pursuant to the Redemption Call Right, US Gold and Exchangeco Abgenix will use its reasonable best efforts (to the extent, in the case of an Offer by a third party, within its control) expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit holders of Exchangeable Company Special Shares (other than Abgenix and its Affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of shares of US Gold Abgenix Common StockShares, without discrimination. Without limiting the generality of the foregoing, US Gold and Exchangeco Abgenix will use its reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Company Special Shares may participate in each such Offer without being required to retract Exchangeable Company Special Shares as against Exchangeco the Company (or, if so required, to ensure that any such retraction, shall be effective only upon, and shall be conditional upon, the closing of such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the right rights of Exchangeco the Company to redeem, redeem (or US Gold or Callco Abgenix Canada to purchase pursuant to the Redemption Call Right) Company Special Shares, Exchangeable Shares as applicable, in the event of a US Gold an Abgenix Control Transaction.

Tender Offers. In the event that a cash tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to US Gold shares of SMTC Common Stock (each, an "Offer") is proposed by US Gold SMTC or is proposed to US Gold SMTC or its shareholders and is recommended by the board of directors of US GoldSMTC, or is otherwise effected or to be effected with the consent or approval of the board of directors of US GoldSMTC, and the Exchangeable Shares are not redeemed by Exchangeco SMTC Canada or purchased by Callco SMTC Nova Scotia pursuant to the Redemption Call Right, US Gold and Exchangeco SMTC will use its reasonable best efforts (to the extentefforts, in the case of an Offer by a third party, within its control) expeditiously and in good faith faith, to take all such actions and do all such things as are necessary or desirable to enable and permit holders of Exchangeable Shares to participate in such Offer to the same extent and on an economically equivalent basis as the holders of shares of US Gold SMTC Common Stock, without discrimination. Without limiting the generality of the foregoing, US Gold and Exchangeco SMTC will use its reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each all such Offer Offers without being required to exercise their right to retract Exchangeable Shares as against Exchangeco SMTC Canada (or, if so required, to ensure that any such retraction, retraction shall be effective only upon, and shall be conditional upon, the closing of such the Offer and only to the extent necessary to tender to or deposit to under the Offer). Nothing herein shall affect the right rights of Exchangeco SMTC Canada to redeem, redeem (or US Gold or Callco SMTC Nova Scotia to purchase pursuant to the Redemption Call Right) Exchangeable Shares, Exchangeable Shares as applicable, in the event of a US Gold an SMTC Control Transaction.

Tender Offers. In the event that a cash tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to US Gold shares of Spinco Common Stock (an "“Offer"”) is proposed by US Gold Spinco or is proposed to US Gold Spinco or its shareholders and is recommended by the board of directors of US GoldSpinco, or is otherwise effected or to be effected with the consent or approval of the board of directors of US GoldSpinco, and the Exchangeable Shares are not redeemed by Newco Canada Exchangeco or purchased by Callco Newco Canada pursuant to the Redemption Call Right, US Gold and Exchangeco Spinco will use its reasonable best efforts (to the extent, in the case of an Offer by a third party, within its control) expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit holders of Exchangeable Shares (other than Spinco and its subsidiaries) to participate in such Offer to the same extent and or on an economically equivalent basis as the holders of shares of US Gold Spinco Common Stock, without discrimination. Without limiting the generality of the foregoing, US Gold and Exchangeco Spinco will use its reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract Exchangeable Shares as against Newco Canada Exchangeco (or, if so required, to ensure that any such retraction, shall be effective only upon, and shall be conditional upon, the closing of such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the right rights of Newco Canada Exchangeco to redeem, redeem (or US Gold or Callco Newco Canada to purchase pursuant to the Redemption Call Right) Exchangeable Shares, Exchangeable Shares as applicable, in the event of a US Gold Spinco Control Transaction.

Tender Offers. In the event that a cash tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to US Gold Apta Common Stock Shares (an "Offer") is proposed by US Gold Apta or is proposed to US Gold Apta or its shareholders and is recommended by the board Board of directors Directors of US GoldApta, or is otherwise effected or to be effected with the consent or approval of the board Board of directors Directors of US GoldApta, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by Callco pursuant to NovaScotiaco as contemplated by and in compliance with the Redemption Call RightShare Provisions, US Gold and Exchangeco Apta will use its reasonable best efforts (to the extent, in the case of an Offer by a third party, within its control) expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit holders of the Exchangeable Shares to participate in such Offer to the same extent and on an economically equivalent basis as the holders of shares of US Gold Apta Common StockShares, without discrimination. Without limiting the generality of the foregoing, US Gold and Exchangeco Apta will use its reasonable best efforts expeditiously and in good faith (and shall, in the case of a transaction by Apta or where Apta is a participant in the negotiation thereof) to ensure that holders of the Exchangeable Shares may participate in each all such Offer Offers without being required to retract the Exchangeable Shares as against Exchangeco (or, if so required, to ensure that any such retraction, shall be effective only upon, and shall be conditional upon, the closing of such the Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the right rights of Exchangeco under the Share Provisions to redeem, redeem (or US Gold or Callco NovaScotiaco to purchase pursuant to the Redemption Call Right) the Exchangeable Shares, Exchangeable Shares as applicable, in the event of a US Gold Apta Control Transaction.

Tender Offers. In the event that a cash tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to US Gold WSI Common Stock Shares (an "“Offer"”) is proposed by US Gold WSI or is proposed to US Gold WSI or its shareholders and is recommended by the board of directors of US GoldWSI, or is otherwise effected or to be effected with the consent or approval of the board of directors of US GoldWSI, and the Exchangeable Shares are not redeemed by Exchangeco CERI or purchased by Callco Capital Holdings pursuant to the Redemption Call Right, US Gold and Exchangeco WSI will use reasonable best efforts (to the extent, in the case of an Offer by a third party, within its control) expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit holders of Exchangeable Shares (other than WSI and its affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of shares of US Gold WSI Common StockShares, without discrimination. Without limiting the generality of the foregoing, US Gold and Exchangeco WSI will use reasonable best efforts expeditiously and in good faith take all such actions and do all such things as are reasonably necessary or desirable to ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract Exchangeable Shares as against Exchangeco CERI (or, if so required, to ensure that any such retraction, shall be effective only upon, and shall be conditional upon, the closing of such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the right rights of Exchangeco CERI to redeem, redeem (or US Gold or Callco Capital Holdings to purchase pursuant to the Redemption Call Right) Exchangeable Shares, Exchangeable Shares as applicable, in the event of a US Gold WSI Control Transaction.

Tender Offers. In the event that a cash tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to US Gold Common Stock Newmont Shares (an "OfferOFFER") is proposed by US Gold Newmont or is proposed to US Gold Newmont or its shareholders and is recommended by the board Board of directors Directors of US GoldNewmont, or is otherwise effected or to be effected with the consent or approval of the board Board of directors Directors of US GoldNewmont, and the Exchangeable Shares are not redeemed by Exchangeco Acquisitionco or purchased by Callco or Newmont pursuant to the Redemption Call Right, US Gold and Exchangeco Newmont will use reasonable best efforts (to the extent, in the case of an Offer by a third party, within its control) expeditiously and in good faith to take all such actions and do all such things as are reasonably necessary or desirable to enable and permit holders of Exchangeable Shares (other than Newmont and its affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of shares of US Gold Common StockNewmont Shares, without discrimination. Without limiting the generality of the foregoing, US Gold and Exchangeco Newmont will use reasonable best efforts expeditiously and in good faith take all such actions and do all such things as are reasonably necessary or desirable to ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract Exchangeable Shares as against Exchangeco Acquisitionco (or, if so required, to ensure that any such retraction, shall be effective only upon, and shall be conditional upon, the closing of such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the right rights of Exchangeco Acquisitionco to redeem, or US Gold redeem (or Callco or Newmont to purchase pursuant to the Redemption Call Right) Exchangeable Shares, Exchangeable Shares as applicable, in the event of a US Gold Newmont Control Transaction.

Tender Offers. In the event that a cash tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to US Gold Redback Common Stock Shares (an "OfferOFFER") is proposed by US Gold Redback or is proposed to US Gold Redback or its shareholders and is recommended by the board of directors of US GoldRedback, or is otherwise effected or to be effected with the consent or approval of the board of directors of US GoldRedback, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by Callco Newco pursuant to the Redemption Call Right, US Gold and Exchangeco Redback will use its reasonable best efforts (to the extent, in the case of an Offer by a third party, within its control) expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit holders of Exchangeable Shares (other than Redback and its Affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of shares of US Gold Redback Common StockShares, without discrimination. Without limiting the generality of the foregoing, US Gold and Exchangeco Redback will use its reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract Exchangeable Shares as against Exchangeco (or, if so required, to ensure that any such retraction, retraction shall be effective only upon, and shall be conditional upon, the closing of such Offer and only to the extent necessary to tender or deposit to the OfferOffer and, in such event, Newco shall be entitled to exercise the Retraction Call Right without compliance with the notice provisions thereof). Nothing herein shall affect the right rights of Exchangeco to redeem, redeem (or US Gold or Callco Newco to purchase pursuant to the Redemption Call Right) Exchangeable Shares, Exchangeable Shares as applicable, in the event of a US Gold Redback Control Transaction.