SUPPORT AGREEMENTSupport Agreement • December 20th, 2007 • China Minmetals Non-Ferrous Metals Co.Ltd. • Metal mining • British Columbia
existing facts or conditions which may reasonably be expected, individually or in the aggregate, to be a proper basis for claims, actions, proceedings, suits, investigations or reviews that, either individually or in the aggregate, could prevent the consummation of the transactions contemplated hereby, including, without limitation, the making of the Offer and the taking up of and payment for Shares thereunder.
LOCK-UP AGREEMENTLock-Up Agreement • December 17th, 2007 • China Minmetals Non-Ferrous Metals Co.Ltd. • Metal mining • British Columbia
This Lock-Up Agreement sets out the terms and conditions of the several and not joint agreements of each Seller: (i) to support the Offer; (ii) to deposit or cause to be deposited under, and not withdraw or cause to be withdrawn from, the Offer all of the Shares currently beneficially owned or controlled by such Seller, as listed immediately below the signature of such Seller evidencing such Seller’s acceptance of this Lock-Up Agreement (the “Acceptance”); (iii) in the case of each Seller holding outstanding Options (each, an “Optionholder” and collectively, the “Optionholders”), to conditionally exercise in accordance with the procedures set forth in the Support Agreement the Options currently owned by such Optionholder, as listed immediately below such Seller’s Acceptance, for Shares (the Shares acquired upon the exercise of Options and the Bonus Shares (if any) issued to a Seller, collectively referred to as “Subsequently Acquired Shares”) and to deposit or cause to be deposited suc
JOINT FILING AGREEMENTJoint Filing Agreement • December 17th, 2007 • China Minmetals Non-Ferrous Metals Co.Ltd. • Metal mining
The undersigned acknowledge and agree that the foregoing Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this Statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • December 17th, 2007 • China Minmetals Non-Ferrous Metals Co.Ltd. • Metal mining
WHEREAS the Assignor and NOC entered into the Support Agreement, pursuant to which the Assignor agreed to, among other things, make an offer (the “Offer”) to acquire all of the outstanding common shares of NOC and NOC agreed to, among other things, support the Offer;
LOCK-UP AGREEMENTLock-Up Agreement • December 17th, 2007 • China Minmetals Non-Ferrous Metals Co.Ltd. • Metal mining • British Columbia
This Lock-Up Agreement sets out the terms and conditions of the several and not joint agreements of each Seller: (i) to support the Offer; (ii) to deposit or cause to be deposited under, and not withdraw or cause to be withdrawn from, the Offer all of the Shares currently beneficially owned or controlled by such Seller, as listed immediately below the signature of such Seller evidencing such Seller’s acceptance of this Lock-Up Agreement (the “Acceptance”); (iii) in the case of each Seller holding outstanding Options (each, an “Optionholder” and collectively, the “Optionholders”), to conditionally exercise in accordance with the procedures set forth in the Support Agreement the Options currently owned by such Optionholder, as listed immediately below such Seller’s Acceptance, for Shares (the Shares acquired upon the exercise of Options and the Bonus Shares (if any) issued to a Seller, collectively referred to as “Subsequently Acquired Shares”) and to deposit or cause to be deposited suc
LOCK-UP AGREEMENTLock-Up Agreement • December 17th, 2007 • China Minmetals Non-Ferrous Metals Co.Ltd. • Metal mining • British Columbia
This Lock-Up Agreement sets out the terms and conditions of the several and not joint agreements of each Seller: (i) to support the Offer; (ii) to deposit or cause to be deposited under, and not withdraw or cause to be withdrawn from, the Offer all of the Shares currently beneficially owned or controlled by such Seller, as listed immediately below the signature of such Seller evidencing such Seller’s acceptance of this Lock-Up Agreement (the “Acceptance”); (iii) in the case of each Seller holding outstanding Options (each, an “Optionholder” and collectively, the “Optionholders”), to conditionally exercise in accordance with the procedures set forth in the Support Agreement the Options currently owned by such Optionholder, as listed immediately below such Seller’s Acceptance, for Shares (the Shares acquired upon the exercise of Options and the Bonus Shares (if any) issued to a Seller, collectively referred to as “Subsequently Acquired Shares”) and to deposit or cause to be deposited suc
