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 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 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 Common Stock Patch Shares (an "Offer") is proposed by US Gold Patch or is proposed to US Gold Patch or its shareholders and is recommended by the board Board of directors Directors of US GoldPatch, or is otherwise effected or to be effected with the consent or approval of the board Board of directors Directors of US GoldPatch, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by Callco pursuant to Patch as contemplated by and in compliance with the Redemption Call RightShare Provisions, US Gold and Exchangeco then Patch 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 Common StockPatch Shares, without discrimination. Without limiting the generality of the foregoing, US Gold and Exchangeco Patch will use its reasonable best efforts expeditiously and in good faith (in the case of a transaction by Patch or where Patch 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 Patch to purchase pursuant to the Redemption Call Right) the Exchangeable Shares, Exchangeable Shares in the event of a US Gold Patch Control Transaction.

Tender Offers. In the event that a cash (a) For so long as Exchangeable Shares remain outstanding (not including Exchangeable Shares held by Coors and its Affiliates): (i) No tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to US Gold Coors Class A Common Stock or Coors Class B Common Stock (an "Offer") is will be proposed by US Gold or is proposed to US Gold or its shareholders and is recommended by Coors or the board Board of directors Directors of US Gold, Coors or is otherwise effected or to be effected with the consent or approval of the board Board of directors Directors of US Gold, and Coors unless 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 (other than Coors and its Affiliates) participate in such Offer to the same extent and on an economically equivalent basis as the holders of shares of US Gold Coors Class A Common Stock and Coors Class B Common Stock, without discrimination. Without limiting the generality of the foregoing, US Gold and Exchangeco except in order to permit the Board of Directors of Coors to fulfill its fiduciary duties under applicable law, neither Coors nor the Board of Directors of Coors will approve or recommend any Offer or take any action in furtherance of an Offer unless the holders of Exchangeable Shares may participate in such Offer without being required to retract Exchangeable Shares as against Exchangeco. (ii) In the case of an Offer or an Exclusionary Offer, Coors will use its commercially reasonable best efforts expeditiously and in good faith to put in place procedures or to cause the Transfer Agent to put in place procedures to ensure that holders of Corresponding Exchangeable Shares may participate in each such Offer without being required to retract Corresponding Exchangeable Shares as against Exchangeco (or, if so required, to ensure that any such retraction, shall be effective only upon, and retraction shall be conditional upon, upon and shall only be effective if the closing of Corresponding Coors Common Stock tendered or deposited under such Offer and only to the extent necessary to tender or deposit to the Offeris taken up). 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 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 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-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 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 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 offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to Paid US Gold Common Stock or Paid US Preferred Stock (an "“Offer"”) is proposed by US Gold Paid or is proposed to US Gold Paid or its shareholders security holders and is recommended by the board of directors of US GoldPaid, or is otherwise effected or to be effected with the consent or approval of the board of directors of US GoldPaid, and the Exchangeable Shares are not redeemed by Exchangeco or purchased by Callco Amalco pursuant to the Redemption Call Right, US Gold Paid and Exchangeco Amalco 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 Paid US Gold Common Stock or Paid US Preferred Stock, without discrimination. Without limiting the generality of the foregoing, US Gold Paid and Exchangeco Amalco 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 Amalco (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 Amalco to redeem, or US Gold or Callco Paid to purchase pursuant to the Liquidation Call Right, Call Right, or Redemption Call Right, Exchangeable Shares in the event of a US Gold Control Paid Liquidity 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 Canadian Exchange Co. (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 Canadian Exchange Co. to redeem, or US Gold or Callco Alberta ULC to purchase pursuant to the Redemption Call Right, Exchangeable Shares in the event of a US Gold Control TransactionShares.

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 Parent Common Stock Shares (an "“Offer"”) is proposed by US Gold the Parent or is proposed to US Gold the Parent or its shareholders security holders and is recommended by the board Board of directors Directors of US Goldthe Parent, or is otherwise effected or to be effected with the consent or approval of the board Board of directors Directors of US Goldthe Parent, and the Exchangeable Class B Shares are not redeemed exchanged by Exchangeco or purchased by Callco the Acquiror pursuant to the Redemption Call Mandatory Exchange Right, US Gold the Parent and Exchangeco the Acquiror 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 Class B 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 the Parent and Exchangeco the Acquiror will use reasonable best efforts expeditiously and in good faith to ensure that holders of Exchangeable Class B Shares may participate in each such Offer without being required to retract Exchangeable exchange their Class B Shares as against Exchangeco the Acquiror (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 the Acquiror to redeem, or US Gold or Callco to purchase exchange the Class B Shares pursuant to the Mandatory Redemption Call Right, Exchangeable Shares Right in the event of a US Gold Control Parent Liquidity 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 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 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-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.