Common use of Termination by the Shareholder Clause in Contracts

Termination by the Shareholder. The Shareholder, when not in material default in its performance of its obligations under this Agreement, may, in its sole discretion, terminate this Agreement by written notice to Tahoe if: (a) any of the representations and warranties of Tahoe under this Agreement shall not be true and correct in all material respects; (b) Tahoe has not complied in all material respects with any of its covenants to Shareholder contained in this Agreement; or (c) Pan American and Tahoe, without prior written consent of the Shareholder, amend the terms of the Arrangement Agreement in a manner that reduced the amount of consideration payable in respect of the Shareholder Securities, Provided, however, that such termination shall be without prejudice to any rights which the Shareholder may have as a result of any default by Tahoe prior to such termination.

Termination by the Shareholder. The Shareholder, when not in material default in its performance of its obligations under this Agreement, may, in its sole discretion, terminate this Agreement by written notice to Tahoe if: (a) any of the representations and warranties of Tahoe under this Agreement shall not be true and correct in all material respects; (b) Tahoe has not complied in all material respects with any of its covenants to Shareholder contained in this Agreement; or (c) Pan American and Tahoe, without prior written consent of the Shareholder, amend the terms of the Arrangement Agreement in a manner that reduced the amount of consideration payable in respect of the Shareholder Securities, Provided, however, that such termination shall be without prejudice to any rights which the Shareholder may have as a result of any default by Tahoe prior to such termination.