Common use of Third Party Sales Clause in Contracts

Third Party Sales. Without the prior written consent of the Company, the Investor covenants and agrees with the Company that, (i) for so long as the Investor Percentage is equal to or greater than 5%; (ii) until the Parties otherwise agree in writing; or (iii) until the completion of a Fundamental Change, it shall not, directly or indirectly, sell or transfer (in a single transaction or series of transactions within a 30 day period) any Common Shares held by it or over which it exercises control or direction, representing more than 0.5% of the outstanding Common Shares then outstanding (on a non-diluted basis) without first notifying the Company in writing of the number of Common Shares proposed to be sold and the price at which it desires to sell such Common Shares (which price for greater certainty, may be, or may be determined with reference to, a market price of the Common Shares on the date of sale) and the Company will have seven days following its receipt of the notice from the Investor to elect to identify one or more buyers of all or any portion of the Common Shares at the price offered by the Investor. If the Company fails to identify a buyer within the seven day period, the Investor may only sell such Common Shares for a period of 30 days either (a) through a broad distribution, through the facilities of an exchange or trading system; or (b) to a Canadian financial institution (including brokerage) for its subsequent sale or distribution to others, provided that the Investor obtains a covenant of such financial institution not to knowingly sell or distribute such Common Shares to any entity identified by the Company within such seven day period as being an entity (including a mining company) that intends to, or is reasonably expected to, attempt to acquire the Company. Notwithstanding the foregoing, the Investor is permitted to transfer any Common Shares held by it to an Affiliate of the Investor, as certified by the Investor and where such Affiliate agrees in writing to be bound by this Agreement as an "Investor". For the avoidance of doubt, if the Investor Percentage drops below 5% and then goes back to 5% or greater in a series of related transactions, the restrictions of this Section 4.1 shall be reinstated.

Third Party Sales. Without the prior written consent of the Company, the Investor covenants and agrees with the Company that, unless and until (i) for so long as the Investor Percentage is equal to or greater than 5%; (ii) until the Parties otherwise agree in writing; or (iiiii) until the completion of a Fundamental Change, it shall not, directly or indirectly, sell or transfer (in a single transaction or series of transactions within a 30 day period) any Common Shares held by it or over which it exercises control or directionholds and/or controls, representing more than 0.51.0% of the outstanding number of Common Shares then outstanding (on a non-diluted basis) the Investor holds and/or controls, when such Common Shares are added to any Common Shares any other Person bound by this Agreement as an “Investor” holds and/or controls, without first notifying the Company in writing of the number of Common Shares proposed to be sold and the price at which it desires to sell such Common Shares (which price price, for greater certainty, may be, or may be determined with reference to, to a market price of the Common Shares on the date of sale) (each such notice being a “Proposed Sale Notice”) and the Company will have seven days following its receipt of the notice Proposed Sale Notice from the Investor to elect to identify one or more buyers of all or any portion of the Common Shares at the price offered by the Investor. If the Company fails to identify a buyer within the such seven day period, the Investor may only sell such Common Shares for a period of 30 days thereafter, either (a) through a broad distribution, distribution through the facilities of an exchange or trading system; or (b) to a Canadian financial institution (including brokerage) for its subsequent sale or distribution to others, provided that the Investor obtains a covenant of such financial institution not to knowingly sell or distribute such Common Shares to any entity identified by the Company within such seven day period as being an entity (including a mining company) that intends to, or is reasonably expected to, attempt to acquire the Company. Notwithstanding the foregoing, the Investor is permitted to transfer any Common Shares held by it holds and/or controls to an Affiliate of the Investor, as certified by the Investor and where such Affiliate agrees in writing to be bound by this Agreement as an "“Investor". For the avoidance of doubt, if the Investor Percentage drops below 5% and then goes back to 5% or greater in a series of related transactions, the restrictions of this Section 4.1 shall be reinstated”.

Third Party Sales. Without the prior written consent of the Company, each of the Investor covenants Investors covenant and agrees agree with the Company that, (i) for so long as the Investor Percentage is equal to or greater than 510%; (ii) until the Parties otherwise agree in writing; or (iii) until the completion of a Fundamental Change, it shall not, directly or indirectly, sell or transfer (in a single transaction or series of transactions within a 30 day period) any Common Shares held by it or over which it exercises control or direction, representing more than 0.5% of the outstanding Common Shares then outstanding (on a non-diluted basis) without first notifying the Company in writing of the number of Common Shares proposed to be sold and the price at which it desires to sell such Common Shares (which price for greater certainty, may be, or may be determined with reference to, a market price of the Common Shares on the date of sale) and the Company will have seven days following its receipt of the notice from the Investor to elect to identify one or more buyers of all or any portion of the Common Shares at the price offered by the Investor. If the Company fails to identify a buyer within the seven day period, the Investor may only sell such Common Shares for a period of 30 days either (ai) through a broad distribution, through the facilities of an exchange or trading system; or (bii) to a Canadian financial institution (including brokerage) for its subsequent sale or distribution to others, provided that the Investor obtains a covenant of such financial institution not to knowingly sell or distribute such Common Shares to any entity identified by the Company within such seven day period as being an entity (including a mining company) that intends to, or is reasonably expected to, attempt to acquire the Company. Notwithstanding the foregoing, the each Investor is permitted to transfer any Common Shares held by it to an Affiliate of the Investor, a current shareholder of CEF as certified by the Investor and where such Affiliate agrees in writing to be bound by this Agreement as an "Investor"Agreement. For the avoidance of doubt, if the Investor Percentage drops below 510% and then goes back to 510% or greater in a series of related transactions, the restrictions of this Section 4.1 5.1 shall be reinstated.

Third Party Sales. Without the prior written consent of the Company, the Investor covenants and agrees with the Company that, (i) for so long as the Investor Percentage is equal to or greater than 5%; (ii) until the Parties otherwise agree in writing; or (iii) until the completion of a Fundamental Change, it shall not, directly or indirectly, sell or transfer (in a single transaction or series of transactions within a 30 day period) any Common Shares held by it or over which it exercises control or direction, representing more than 0.5% of the outstanding Common Shares then outstanding (on a non-diluted basis) without first notifying the Company in writing of the number of Common Shares proposed to be sold and the price at which it desires to sell such Common Shares (which price for greater certainty, may be, or may be determined with reference to, a market price of the Common Shares on the date of sale) and the Company will have seven days following its receipt of the notice from the Investor to elect to identify one or more buyers of all or any portion of the Common Shares at the price offered by the Investor. If the Company fails to identify a buyer within the seven day period, the Investor may only sell such Common Shares for a period of 30 days either (a) through a broad distribution, through the facilities of an exchange or trading system; or (b) to a Canadian United States financial institution (including brokerage) for its subsequent sale or distribution to others, provided that the Investor obtains a covenant of such financial institution not to knowingly sell or distribute such Common Shares to any entity identified by the Company within such seven day period as being an entity (including a mining company) that intends to, or is reasonably expected to, attempt to acquire the Company. Notwithstanding the foregoing, the Investor is permitted to transfer any Common Shares held by it to an Affiliate of the Investor, as certified by the Investor and where such Affiliate agrees in writing to be bound by this Agreement as an "“Investor"”. For the avoidance of doubt, if the Investor Percentage drops below 5% and then goes back to 5% or greater in a series of related transactions, the restrictions of this Section 4.1 shall be reinstated.

Third Party Sales. Without the prior written consent of the Company, the Investor covenants and agrees with the Company that, unless and until (i) for so long as the Investor Percentage is equal to or greater than 5%; (ii) until the Parties otherwise agree in writing; or (iiiii) until the completion of a Fundamental Change, it shall not, directly or indirectly, sell or transfer (in a single transaction or series of transactions within a 30 day period) any Common Shares held by it or over which it exercises control or directionholds and/or controls, representing more than 0.5% of the outstanding number of Common Shares then outstanding (on a non-diluted basis) the Investor holds and/or controls, when such Common Shares are added to any Common Shares any other Person bound by this Agreement as an “Investor” holds and/or controls, without first notifying the Company in writing of the number of Common Shares proposed to be sold and the price at which it desires to sell such Common Shares (which price price, for greater certainty, may be, or may be determined with reference to, to a market price of the Common Shares on the date of sale) (each such notice being a “Proposed Sale Notice”) and the Company will have seven days following its receipt of the notice Proposed Sale Notice from the Investor to elect to identify one or more buyers of all or any portion of the Common Shares at the price offered by the Investor. If the Company fails to identify a buyer within the such seven day period, the Investor may only sell such Common Shares for a period of 30 days thereafter, either (a) through a broad distribution, distribution through the facilities of an exchange or trading system; or (b) to a Canadian financial institution (including brokerage) for its subsequent sale or distribution to others, provided that the Investor obtains a covenant of such financial institution not to knowingly sell or distribute such Common Shares to any entity identified by the Company within such seven day period as being an entity (including a mining company) that intends to, or is reasonably expected to, attempt to acquire the Company. Notwithstanding the foregoing, the Investor is permitted to transfer any Common Shares held by it holds and/or controls to an Affiliate of the Investor, as certified by the Investor and where such Affiliate agrees in writing to be bound by this Agreement as an "“Investor". For the avoidance of doubt, if the Investor Percentage drops below 5% and then goes back to 5% or greater in a series of related transactions, the restrictions of this Section 4.1 shall be reinstated”.