Common use of Certain Actions Clause in Contracts

Certain Actions. EFI shall: (i) use its reasonable commercial efforts to comply promptly with all requirements which applicable Law may impose on EFI with respect to the Arrangement; (ii) not take any action, or refrain from taking any action (subject to reasonable commercial efforts), or permit any action to be taken or not taken, inconsistent with the provisions of this Agreement or which would reasonably be expected to materially impede the completion of the Arrangement or would render, or that could reasonably be expected to render, any representation or warranty made by EFI in this Agreement untrue or inaccurate in any material respect at any time prior to the Effective Time if then made, or which would or could have a Material Adverse Effect on EFI, provided that EFI may take any such action or refrain from taking such action (subject to reasonable commercial efforts) as a result of this Agreement, in the event EFI immediately notifies ▇▇▇▇▇▇▇ in writing of such circumstances; (iii) promptly notify ▇▇▇▇▇▇▇ of: (A) any Material Adverse Effect, or any change, event, occurrence or state of facts that could reasonably be expected to have a Material Adverse Effect, in respect of the business or in the conduct of the business of EFI; (B) any material Governmental Entity or third person complaints, investigations or hearings (or communications indicating that the same may be contemplated); (C) any breach by EFI of any covenant or agreement contained in this Agreement; and (D) any event occurring subsequent to the date hereof that would render any representation or warranty of EFI contained in this Agreement, if made on or as of the date of such event or the Effective Date, to be untrue or inaccurate in any material respect; (iv) obtain all third party consents and approvals and give any notices required under any of the EFI Material Agreements; and (v) subject to the terms of this Agreement: (A) take all commercially reasonable lawful action to solicit proxies in favour of the EFI Resolution (provided that, for the avoidance of doubt, EFI shall not be required to engage a third party proxy solicitation firm unless it determines to do so in its own discretion); and (B) recommend (and the board of directors of EFI shall recommend) to all EFI Shareholders that they vote in favour of the EFI Resolution.

Certain Actions. EFI Richmont shall: (i) use its reasonable commercial efforts to comply promptly with all requirements which applicable Law may impose on EFI with respect to the Arrangement; (ii) not take any action, or refrain from taking any action (subject to commercially reasonable commercial efforts), or permit any action to be taken or not taken, inconsistent with the provisions of this Agreement or which that would reasonably be expected to materially impede the completion of the Arrangement transactions contemplated hereby or would render, or that could reasonably be expected to render, any representation or warranty made by EFI Richmont in this Agreement untrue or inaccurate in any material respect at any time prior to the Effective Time if then made, or which would or that could reasonably be expected to have a Material Adverse Effect on EFIRichmont; (ii) not participate in any material discussions, provided that EFI may take negotiations, consultations or filings or other communications, other than in the normal course of business, with (i) any Governmental Entity regarding permits or Environmental Laws with respect to the Richmont Property or Richmont Mineral Rights or (ii) any Aboriginal Groups or any Persons representing or purporting to represent any Aboriginal Group on the exercise or assertion of aboriginal rights or assertion of aboriginal title in relation to the Richmont Property or Richmont Mineral Rights or the transactions contemplated by this Agreement (or any Governmental Entity in relation to any of the foregoing) without the prior written consent of Alamos, which shall not be unreasonably withheld, and Richmont shall, and shall cause the Richmont Subsidiaries to, provide Alamos with prompt notice of any material communication (whether oral or written) in respect of any of the foregoing, including a copy of any such action written communication, and to allow Alamos to participate in any such permitted discussions, negotiations, consultations, filings or refrain from taking such action (subject to reasonable commercial efforts) as a result of this Agreement, in the event EFI immediately notifies ▇▇▇▇▇▇▇ in writing of such circumstances;other communications; and (iii) promptly notify ▇▇▇▇▇▇▇ Alamos in writing of: (A) any Material Adverse Effect, or any change, event, occurrence or state of facts that could reasonably be expected to have become a Material Adverse Effect, in respect of the business or in the conduct of the business of EFIRichmont; and (B) any material Governmental Entity or third person Person complaints, investigations or hearings (or communications indicating that the same may be contemplated); (C) any breach by EFI of any covenant or agreement contained in this Agreement; and (D) any event occurring subsequent to the date hereof that would render any representation or warranty of EFI contained in this Agreement, if made on or as of the date of such event or the Effective Date, to be untrue or inaccurate in any material respect; (iv) obtain all third party consents and approvals and give any notices required under any of the EFI Material Agreements; and (v) subject to the terms of this Agreement: (A) take all commercially reasonable lawful action to solicit proxies in favour of the EFI Resolution (provided that, for the avoidance of doubt, EFI shall not be required to engage a third party proxy solicitation firm unless it determines to do so in its own discretion); and (B) recommend (and the board of directors of EFI shall recommend) to all EFI Shareholders that they vote in favour of the EFI Resolution.

Certain Actions. EFI Genco shall, and shall cause the Genco Material Subsidiaries to: (i) use its commercially reasonable commercial efforts (i) to comply promptly preserve intact its business organizations, (ii) not to do anything or fail to do anything which could lead to a breach under any of its material contracts, (iii) to keep available the services of its officers, employees, agents and consultants as a group, (iv) to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it and (v) not to take any action which could reasonably be expected to be prejudicial to any of the Genco Properties; (ii) properly and timely, pay, discharge or otherwise satisfy in full all requirements which rentals, payments and obligations (including the applicable Law may impose on EFI mining patents and, if applicable, maintenance for unpatented mining claims), royalties, overriding royalty interests, production payments, net profits, interest burdens and other payments due or payable under or with respect to the Arrangementdirect or indirect assets of Genco and the Genco Material Subsidiaries; (iiiii) not engage in any business, enterprise or other activity different from that carried on by it at the date of this Agreement that could reasonably be expected to have a Material Adverse Change or Effect on Genco, or enter into any transaction or incur (except in respect of obligations or liabilities to which it is already legally subject or are contemplated by this Agreement) any material obligation, expenditure or liability other than in the ordinary and regular course of business as presently conducted; (iv) not take any action, or refrain from taking any action (subject to commercially reasonable commercial best efforts), or permit any action to be taken or not taken, inconsistent with the provisions of this Agreement or which would reasonably be expected to materially impede the completion of the Arrangement transactions contemplated hereby or would render, or that could reasonably be expected to render, any representation or warranty made by EFI Genco or the Genco Material Subsidiaries in this Agreement untrue or inaccurate in any material respect at any time prior to the Effective Time if then made, made or which would or could have a Material Adverse Change or Effect on EFI, provided that EFI may take any such action or refrain from taking such action (subject to reasonable commercial efforts) as a result of this Agreement, in the event EFI immediately notifies ▇▇▇▇▇▇▇ in writing of such circumstancesGenco; (iiiv) promptly notify ▇▇▇▇▇▇▇ of: Silvermex of (A) any Material Adverse Change or Effect, or any change, event, occurrence or state of facts that which could reasonably be expected to become or to have a Material Adverse Change or Effect, in respect of the business or in the conduct of the business of EFI; Genco, (B) any material Governmental Entity or third person complaints, investigations or hearings (or communications indicating that the same may be contemplated); , (C) any breach by EFI Genco or the Genco Material Subsidiaries of any covenant or agreement contained in this Agreement; , and (D) any event occurring subsequent to the date hereof that would render any representation or warranty of EFI Genco or the Genco Material Subsidiaries contained in this Agreement, if made on or as of the date of such event or the Effective Date, to be untrue or inaccurate in any material respect; (iv) obtain all third party consents and approvals and give any notices required under any of the EFI Material Agreements; and (vvi) subject to the terms of this Agreement: maintain payables and other liabilities (Aother than for money borrowed) take all commercially reasonable lawful action to solicit proxies in favour of the EFI Resolution (provided that, for the avoidance of doubt, EFI shall not be required to engage a third party proxy solicitation firm unless it determines to do so in its own discretion); and (B) recommend (and the board of directors of EFI shall recommend) to all EFI Shareholders that they vote in favour of the EFI Resolutionat levels consistent with past practice.

Certain Actions. EFI Denison shall: (i) carry out the terms of the Interim Order (including mailing the ▇▇▇▇▇▇▇ Proxy Circular to ▇▇▇▇▇▇▇ Shareholders as ordered by the Interim Order) and the Final Order applicable to it and use its reasonable commercial efforts to comply promptly with all requirements which applicable Law may impose on EFI ▇▇▇▇▇▇▇ with respect to the Arrangement; (ii) not take any action, or refrain from taking any action (subject to reasonable commercial efforts), or permit any action to be taken or not taken, inconsistent with the provisions of this Agreement or which would reasonably be expected to materially impede the completion of the Arrangement or would render, or that could reasonably be expected to render, any representation or warranty made by EFI ▇▇▇▇▇▇▇ in this Agreement untrue or inaccurate in any material respect at any time prior to the Effective Time if then made, or which would or could have a Material Adverse Effect on EFIthe Denison US Group, provided that EFI Denison may take any such action or refrain from taking such action (subject to reasonable commercial efforts) as a result of this Agreement, in the event EFI immediately notifies ▇▇▇▇▇▇▇ immediately notifies EFI in writing of such circumstances; (iii) promptly notify ▇▇▇▇▇▇▇ EFI of: (A) any Material Adverse Effect, or any change, event, occurrence or state of facts that could reasonably be expected to have a Material Adverse Effect, in respect of the business or in the conduct of the business of EFIDenison or the Denison US Group; (B) any material Governmental Entity or third person complaints, investigations or hearings (or communications indicating that the same may be contemplated); (C) any breach by EFI ▇▇▇▇▇▇▇ of any covenant or agreement contained in this Agreement; and (D) any event occurring subsequent to the date hereof that would render any representation or warranty of EFI ▇▇▇▇▇▇▇ contained in this Agreement, if made on or as of the date of such event or the Effective Date, to be untrue or inaccurate in any material respect; (iv) obtain all third party consents and approvals and give any notices required under any of the EFI ▇▇▇▇▇▇▇ Material Agreements; and (v) subject to the terms of this Agreement: (A) take all commercially reasonable lawful action to solicit proxies in favour of the EFI ▇▇▇▇▇▇▇ Resolution (provided that, for the avoidance of doubt, EFI ▇▇▇▇▇▇▇ shall not be required to engage a third party proxy solicitation firm unless it determines to do so in its own discretion); and (B) recommend (and the board of directors of EFI ▇▇▇▇▇▇▇ shall recommend) to all EFI ▇▇▇▇▇▇▇ Shareholders that they vote in favour of the EFI ▇▇▇▇▇▇▇ Resolution.

Certain Actions. EFI shallExcept as expressly provided for in this Agreement, during the period between the date hereof and the earlier of the Effective Date or the termination of this Agreement, Umpqua covenants, for itself and on behalf of any Umpqua Subsidiary, that, without first obtaining the written approval of NBB, which approval shall not be unreasonably withheld: (ia) use It shall not amend its reasonable commercial efforts to comply promptly with all requirements which applicable Law may impose on EFI with respect articles of incorporation or bylaws or approve any amendment to the Arrangementarticles of incorporation or bylaws of any Umpqua Subsidiary in a manner that would adversely affect NBB, its shareholders or the transactions contemplated by this Agreement; (iib) It shall not take engage in any actionactivity or transaction that is other than in the ordinary course of business, including the sale of any properties, securities, servicing rights, loans or refrain from taking any action (subject to reasonable commercial efforts)other assets, or permit any action to be taken or not taken, inconsistent with the provisions of this Agreement or which would reasonably be expected to materially impede have, individually or in the completion of the Arrangement or would renderaggregate, or that could reasonably be expected to render, any representation or warranty made by EFI in this Agreement untrue or inaccurate in any material respect at any time prior to the Effective Time if then made, or which would or could have a Material Adverse Effect on EFIwith respect to Umpqua or to materially adversely delay the ability of Umpqua, provided that EFI may take any such action or refrain from taking such action (subject to reasonable commercial efforts) as a result of this Agreement, in the event EFI immediately notifies ▇▇▇▇▇▇▇ in writing of such circumstances; (iii) promptly notify ▇▇▇▇, ▇▇▇ of: (A) or TVB to obtain any Material Adverse Effectnecessary approvals, consents or any change, event, occurrence or state of facts that could reasonably be expected to have a Material Adverse Effect, in respect of the business or in the conduct of the business of EFI; (B) any material Governmental Entity or third person complaints, investigations or hearings (or communications indicating that the same may be contemplated); (C) any breach by EFI waivers of any covenant governmental or agreement contained in regulatory authorities required for the Mergers or to perform its covenants or agreements under this Agreement; and (D) any event occurring subsequent to the date hereof that would render any representation or warranty of EFI contained in this Agreement, if made Agreement on or as of the date of such event or the Effective Date, to be untrue or inaccurate in any material respecta timely basis; (ivc) obtain all third party consents and approvals and give It shall not take any notices required action or cause to be taken any action that would prevent or impede the Holding Company Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; (d) It shall not willfully violate, commit a breach of or default under any material contract to which it is a party or to which any of the EFI Material Agreements; andits assets may be subject; (ve) subject to the terms of this Agreement: (A) take all commercially reasonable lawful action to solicit proxies in favour of the EFI Resolution (provided that, for the avoidance of doubt, EFI It shall not be required Knowingly violate any applicable law, regulation, ordinance, order, injunction or decree of any other requirements of any governmental body or court, relating to engage a third party proxy solicitation firm unless it determines to do so in its own discretion); and (B) recommend (and the board of directors of EFI shall recommend) to all EFI Shareholders that they vote in favour of the EFI Resolutionassets or business.

Certain Actions. EFI Northgate shall: (i) use its reasonable commercial efforts to comply promptly with all requirements which applicable Law may impose on EFI with respect to the Arrangement; (ii) not take any action, or refrain from taking any action (subject to commercially reasonable commercial efforts), or permit any action to be taken or not taken, inconsistent with the provisions of this Agreement or which would reasonably be expected to materially impede the completion of the Arrangement transactions contemplated hereby or would render, or that could reasonably be expected to render, any representation or warranty made by EFI Northgate in this Agreement untrue or inaccurate in any material respect at any time prior to the Effective Time if then made, or which would or could have a Material Adverse Effect on EFINorthgate; (ii) not participate in any material discussions, provided that EFI may take negotiations, consultations or filings or other communications, other than in the normal course of business, with (i) any Governmental Entity regarding permits or Environmental Laws with respect to the Northgate Property or Northgate Mineral Rights or (ii) any (or any Governmental Entity in relation to any of the foregoing) Aboriginal Groups or any Persons representing or purporting to represent any Aboriginal Group on the exercise of aboriginal rights or assertion of aboriginal title in relation to the Northgate Property or Northgate Mineral Rights or the transactions contemplated by this Agreement without the prior written consent of AuRico, and Northgate and the Northgate Subsidiaries further agree to provide AuRico with prompt notice of any material communication (whether oral or written) in respect of any of the foregoing, including a copy of any written communication, and to allow AuRico to participate in any such action permitted discussions, negotiations, consultations, filings or refrain from taking such action (subject to reasonable commercial efforts) as a result of this Agreement, in the event EFI immediately notifies ▇▇▇▇▇▇▇ in writing of such circumstances;other communications; and (iii) promptly notify ▇▇▇▇▇▇▇ AuRico of: (A) any Material Adverse Change or Material Adverse Effect, or any change, event, occurrence or state of facts that could reasonably be expected to become a Material Adverse Change or to have a Material Adverse Effect, in respect of the business or in the conduct of the business of EFINorthgate; and (B) any material Governmental Entity or third person Person complaints, investigations or hearings (or communications indicating that the same may be contemplated); (C) any breach by EFI of any covenant or agreement contained in this Agreement; and (D) any event occurring subsequent to the date hereof that would render any representation or warranty of EFI contained in this Agreement, if made on or as of the date of such event or the Effective Date, to be untrue or inaccurate in any material respect; (iv) obtain all third party consents and approvals and give any notices required under any of the EFI Material Agreements; and (v) subject to the terms of this Agreement: (A) take all commercially reasonable lawful action to solicit proxies in favour of the EFI Resolution (provided that, for the avoidance of doubt, EFI shall not be required to engage a third party proxy solicitation firm unless it determines to do so in its own discretion); and (B) recommend (and the board of directors of EFI shall recommend) to all EFI Shareholders that they vote in favour of the EFI Resolution.

Certain Actions. EFI Carlisle shall: (i) use its reasonable commercial efforts to comply promptly with all requirements which applicable Law may impose on EFI with respect to the Arrangement; (ii) not take any action, or refrain from taking any action (subject to commercially reasonable commercial efforts), or permit any action to be taken or not taken, inconsistent with the provisions of this Agreement or which that would reasonably be expected to materially impede the completion of the Arrangement transactions contemplated hereby or would render, or that could reasonably be expected to render, any representation or warranty made by EFI Carlisle in this Agreement untrue or inaccurate in any material respect at any time prior to the Effective Time if then made, or which that would or could have a Material Adverse Effect on EFICarlisle; (ii) not participate in any material discussions, provided that EFI may take negotiations, consultations or filings or other communications, other than in the normal course of business, with (i) any Governmental Entity regarding permits or Environmental Laws with respect to the Carlisle Property or Carlisle Mineral Rights or (ii) any (or any Governmental Entity in relation to any of the foregoing) Aboriginal Groups or any Persons representing or purporting to represent any Aboriginal Group on the exercise or assertion of aboriginal rights or assertion of aboriginal title in relation to the Carlisle Property or Carlisle Mineral Rights or the transactions contemplated by this Agreement without the prior written consent of Alamos, which shall not be unreasonably withheld, conditioned or delayed, and Carlisle shall provide Alamos with prompt notice of any material communication (whether oral or written) in respect of any of the foregoing, including a copy of any written communication, and to allow Alamos to participate in any such action permitted discussions, negotiations, consultations, filings or refrain from taking such action (subject to reasonable commercial efforts) as a result of this Agreement, in the event EFI immediately notifies ▇▇▇▇▇▇▇ in writing of such circumstances;other communications; and (iii) promptly notify ▇▇▇▇▇▇▇ Alamos in writing of: (A) any Material Adverse Effect, or any change, event, occurrence or state of facts that could reasonably be expected to have become a Material Adverse Effect, in respect of the business or in the conduct of the business of EFICarlisle; and (B) any material Governmental Entity or third person Person complaints, investigations or hearings (or communications indicating that the same may be contemplated); (C) any breach by EFI of any covenant or agreement contained in this Agreement; and (D) any event occurring subsequent to the date hereof that would render any representation or warranty of EFI contained in this Agreement, if made on or as of the date of such event or the Effective Date, to be untrue or inaccurate in any material respect; (iv) obtain all third party consents and approvals and give any notices required under any of the EFI Material Agreements; and (v) subject to the terms of this Agreement: (A) take all commercially reasonable lawful action to solicit proxies in favour of the EFI Resolution (provided that, for the avoidance of doubt, EFI shall not be required to engage a third party proxy solicitation firm unless it determines to do so in its own discretion); and (B) recommend (and the board of directors of EFI shall recommend) to all EFI Shareholders that they vote in favour of the EFI Resolution.

Certain Actions. EFI AuRico shall: (i) use its reasonable commercial efforts to comply promptly with all requirements which applicable Law may impose on EFI with respect to the Arrangement; (ii) not take any action, or refrain from taking any action (subject to commercially reasonable commercial efforts), or permit any action to be taken or not taken, inconsistent with the provisions of this Agreement or which that would reasonably be expected to materially impede the completion of the Arrangement transactions contemplated hereby or would render, or that could reasonably be expected to render, any representation or warranty made by EFI AuRico in this Agreement untrue or inaccurate in any material respect at any time prior to the Effective Time if then made, or which that would or could have a Material Adverse Effect on EFIAuRico; (ii) not participate in any material discussions, provided that EFI may take negotiations, consultations or filings or other communications, other than in the normal course of business, with (i) any Governmental Entity regarding permits or Environmental Laws with respect to the AuRico Property or AuRico Mineral Rights or (ii) any (or any Governmental Entity in relation to any of the foregoing) Aboriginal Groups or any Persons representing or purporting to represent any Aboriginal Group on the exercise of aboriginal rights or assertion of aboriginal title in relation to the AuRico Property or AuRico Mineral Rights or the transactions contemplated by this Agreement without the prior written consent of Alamos, which shall not be unreasonably withheld, and AuRico shall, and shall cause the AuRico Subsidiaries to, provide Alamos with prompt notice of any material communication (whether oral or written) in respect of any of the foregoing, including a copy of any written communication, and to allow Alamos to participate in any such action permitted discussions, negotiations, consultations, filings or refrain from taking such action (subject to reasonable commercial efforts) as a result of this Agreement, in the event EFI immediately notifies ▇▇▇▇▇▇▇ in writing of such circumstances;other communications; and (iii) promptly notify ▇▇▇▇▇▇▇ Alamos of: (A) any Material Adverse Effect, or any change, event, occurrence or state of facts that could reasonably be expected to have become a Material Adverse Effect, in respect of the business or in the conduct of the business of EFIAuRico; and (B) any material Governmental Entity or third person Person complaints, investigations or hearings (or communications indicating that the same may be contemplated); (C) any breach by EFI of any covenant or agreement contained in this Agreement; and (D) any event occurring subsequent to the date hereof that would render any representation or warranty of EFI contained in this Agreement, if made on or as of the date of such event or the Effective Date, to be untrue or inaccurate in any material respect; (iv) obtain all third party consents and approvals and give any notices required under any of the EFI Material Agreements; and (v) subject to the terms of this Agreement: (A) take all commercially reasonable lawful action to solicit proxies in favour of the EFI Resolution (provided that, for the avoidance of doubt, EFI shall not be required to engage a third party proxy solicitation firm unless it determines to do so in its own discretion); and (B) recommend (and the board of directors of EFI shall recommend) to all EFI Shareholders that they vote in favour of the EFI Resolution.

Certain Actions. EFI TAG and TAG Subco shall: (i) use its reasonable commercial efforts immediately cease and cause to comply promptly be terminated any existing discussions or negotiations with all requirements which applicable Law may impose on EFI any persons (other than Trans-Orient) with respect to any potential Acquisition Proposal (provided that the Arrangementforegoing shall not be applicable to future discussions or negotiations in accordance with Article Six), not release any third party from any confidentiality agreement to which such third party is a party, not release any third party from any standstill agreement to which such third party is a party, immediately request the return or destruction of all information provided to any third parties who have entered into a confidentiality agreement with it or any of the TAG Subsidiaries relating to a potential Acquisition Proposal and use all reasonable efforts to ensure that such requests are honoured; (ii) except as contemplated pursuant to Article Six, not take any action, or refrain from taking any action (subject to reasonable commercial efforts), or permit any of the TAG Subsidiaries to take any action to that would interfere with or be taken or not taken, inconsistent with the provisions of this Agreement or which would reasonably be expected to materially impede the completion of the Arrangement transactions contemplated by this Agreement or would render, or that could reasonably may be expected to render, any representation or warranty made by EFI TAG in this Agreement untrue or inaccurate in any material respect at any time prior to the Effective Time if then made, or which would or could have a Material Adverse Effect on EFI, provided that EFI may take any such action or refrain from taking such action (subject to reasonable commercial efforts) as a result of this Agreement, in the event EFI immediately notifies ▇▇▇▇▇▇▇ in writing of such circumstances;; and (iii) promptly notify ▇▇▇▇▇▇▇ of: Trans-Orient of (A) any Material Adverse Change or Material Adverse Effect, or any change, event, occurrence or state of facts that which could reasonably be expected to become a Material Adverse Change or to have a Material Adverse Effect, in respect of the business or in the conduct of the business of EFI; TAG, (B) any material Governmental Entity or third person complaints, investigations or hearings (or communications indicating that the same may be contemplated); , (C) any breach by EFI TAG of any covenant or agreement contained in this Agreement; , and (D) any event occurring subsequent to the date hereof that would render any representation or warranty of EFI TAG or TAG Subco contained in this Agreement, if made on or as of the date of such event or the Effective Date, to be untrue or inaccurate in any material respect; (iv) obtain all third party consents and approvals and give any notices required under any of the EFI Material Agreements; and (v) subject to the terms of this Agreement: (A) take all commercially reasonable lawful action to solicit proxies in favour of the EFI Resolution (provided that, for the avoidance of doubt, EFI shall not be required to engage a third party proxy solicitation firm unless it determines to do so in its own discretion); and (B) recommend (and the board of directors of EFI shall recommend) to all EFI Shareholders that they vote in favour of the EFI Resolutioninaccurate.

Certain Actions. EFI GW shall: (i) use its reasonable commercial efforts immediately cease and cause to comply promptly be terminated any existing discussions or negotiations with all requirements which applicable Law may impose on EFI any persons (other than FN) with respect to any potential Acquisition Proposal (provided that the Arrangementforegoing shall not be applicable to future discussions or negotiations in accordance herewith), not release any third party from any confidentiality agreement to which such third party is a party (except where such party proposes to make an Acquisition Proposal that is or may reasonably be expected to result in a Superior Proposal), not release any third party from any standstill agreement to which such third party is a party (except where such party proposes to make an Acquisition Proposal that is or may reasonably be expected to result in a Superior Proposal); (ii) except as contemplated herein, not knowingly take any action, action that would interfere with or refrain from taking any action (subject to reasonable commercial efforts), or permit any action to be taken or not taken, inconsistent with the provisions of this Agreement or which would reasonably be expected to materially impede the completion of the Arrangement transactions contemplated by this agreement or would render, or that could reasonably may be expected to render, any representation or warranty made by EFI GW in this Agreement agreement untrue or inaccurate in any material respect at any time prior to the Effective Closing Time if then made, or which would or could have made (other than representations given as of a Material Adverse Effect on EFI, provided that EFI may take any such action or refrain from taking such action (subject to reasonable commercial efforts) as a result of this Agreement, in the event EFI immediately notifies ▇▇▇▇▇▇▇ in writing of such circumstances;specified date); and (iii) promptly notify ▇▇▇▇▇▇▇ of: FN of (A) any Material Adverse Change or Material Adverse Effect, or any change, event, occurrence or state of facts that could which would reasonably be expected to become a Material Adverse Change or to have a Material Adverse Effect, in respect of the business or in the conduct of the business of EFI; GW, (B) any material Governmental Entity or third person complaints, investigations or hearings (or communications indicating that the same may be contemplated); , (C) any breach by EFI GW of any covenant or agreement contained in this Agreement; agreement, and (D) any event occurring subsequent to the date hereof that would render any representation or warranty of EFI GW contained in this Agreementagreement, if made on or as of the date of such event or the Effective DateClosing Date (other than representations and warranties given as of a specified date), to be untrue or inaccurate in any material respect; (iv) obtain all third party consents and approvals and give any notices required under any of the EFI Material Agreements; and (v) subject to the terms of this Agreement: (A) take all commercially reasonable lawful action to solicit proxies in favour of the EFI Resolution (provided that, for the avoidance of doubt, EFI shall not be required to engage a third party proxy solicitation firm unless it determines to do so in its own discretion); and (B) recommend (and the board of directors of EFI shall recommend) to all EFI Shareholders that they vote in favour of the EFI Resolutioninaccurate.

Certain Actions. EFI ▇▇▇▇ shall: (i) use its commercially reasonable commercial efforts to comply promptly with obtain all requirements which applicable Law required third party consents, permits, approvals, authorizations, filings, assignments or waivers and amendments or terminations to any instrument or agreement and take such other measures as may impose on EFI with respect be necessary to fulfil its obligations hereunder and to carry out the Arrangementtransactions contemplated by this Agreement; (ii) use its commercially reasonable efforts to not take any action, or refrain from taking any action (subject to reasonable commercial efforts), or permit any action to be taken or not taken, taken that is inconsistent with the provisions of this Agreement or which that would reasonably be expected to materially impede the completion of the Arrangement transactions contemplated hereby or would render, or that could reasonably be expected to render, any representation or warranty made by EFI ▇▇▇▇ in this Agreement untrue or inaccurate in any material respect at any time prior to on or before the Effective Time Closing Date if then made, made or which that would or could have a Material Adverse Effect on EFI, provided that EFI may take any such action or refrain from taking such action (subject to reasonable commercial efforts) as a result of this Agreement, in the event EFI immediately notifies ▇▇▇▇▇▇▇ in writing of such circumstances;; and (iii) promptly notify ▇▇▇▇▇▇▇ 116 of: : (A) any Material Adverse Change or Material Adverse Effect, or any change, event, occurrence or state of facts that could reasonably be expected to become a Material Adverse Change or to have a Material Adverse Effect, in respect of the business or in the conduct of the business of EFI; ▇▇▇▇; (B) any material Governmental Entity or third person complaints, investigations or hearings (or communications indicating that the same may be contemplated); ; (C) any breach by EFI ▇▇▇▇ of any covenant or agreement contained in this Agreement; and and (D) any event occurring subsequent to the date hereof that would render any representation or warranty of EFI ▇▇▇▇ contained in this Agreement, if made on or as of the date of such event or the Effective Closing Date, to be untrue or inaccurate in any material respect; (iv) obtain all third party consents and approvals and give any notices required under any of the EFI Material Agreements; and (v) subject to the terms of this Agreement: (A) take all commercially reasonable lawful action to solicit proxies in favour of the EFI Resolution (provided that, for the avoidance of doubt, EFI shall not be required to engage a third party proxy solicitation firm unless it determines to do so in its own discretion); and (B) recommend (and the board of directors of EFI shall recommend) to all EFI Shareholders that they vote in favour of the EFI Resolution.

Certain Actions. EFI shallNorthern Orion shall and shall cause the Northern Orion Subsidiaries to: (i) use its reasonable commercial efforts Subject to comply promptly with all requirements which applicable Law may impose on EFI with respect to the Arrangement; (ii) section 6.02 hereof, not take any action, or refrain from taking any action (subject to commercially reasonable commercial efforts), or permit any action to be taken or not taken, inconsistent with the provisions of this Agreement or which would reasonably be expected to materially impede the completion of the Arrangement transactions contemplated hereby or would render, or that could reasonably be expected to render, any representation or warranty made by EFI Northern Orion in this Agreement untrue or inaccurate in any material respect at any time prior to the Effective Time if then made, or which would or could have a Material Adverse Effect on EFINorthern Orion, provided that EFI Northern Orion may take any such action or refrain from taking such action (subject to commercially reasonable commercial efforts) as a result of this Agreement, in the event EFI Northern Orion or immediately notifies ▇▇▇▇▇▇▇ Yamana in writing of such circumstances; (ii) encourage those employees of Northern Orion designated by Yamana to enter into employment agreements with Yamana prior to the Completion Date provided that the compensation and terms of such employment agreements are no less favourable than those under which such employees are currently employed by Northern Orion; (iii) obtain Support Agreements from each of the directors and those officers of Northern Orion designated by Yamana pursuant to which they will agree to vote their Northern Orion Common Shares in favour of the Arrangement; (iv) promptly notify ▇▇▇▇▇▇▇ of: Yamana of (A) any Material Adverse Change or Material Adverse Effect, or any change, event, occurrence or state of facts that could reasonably be expected to become a Material Adverse Change or to have a Material Adverse Effect, in respect of the business or in the conduct of the business of EFI; Northern Orion, (B) any material Governmental Entity or third person complaints, investigations or hearings (or communications indicating that the same may be contemplated); , (C) any breach by EFI Northern Orion of any covenant or agreement contained in this Agreement; , and (D) any event occurring subsequent to the date hereof that would render any representation or warranty of EFI Northern Orion contained in this Agreement, if made on or as of the date of such event or the Effective Date, to be untrue or inaccurate in any material respect; (iv) obtain all third party consents and approvals and give any notices required under any of the EFI Material Agreements; and (v) subject to not undertake any transaction that would prevent Yamana or its subsidiaries obtaining, if otherwise available, a “bump” in the terms of this Agreement: (A) take all commercially reasonable lawful action to solicit proxies in favour tax cost of the EFI Resolution (provided that, for the avoidance property of doubt, EFI shall not be required to engage a third party proxy solicitation firm unless it determines to do so Northern Orion in its own discretion); and (Baccordance with paragraph 88(1)(d) recommend (and the board of directors of EFI shall recommend) to all EFI Shareholders that they vote in favour of the EFI ResolutionTax Act, or any transaction that would reduce the amount of the “bump” if otherwise available.

Certain Actions. EFI During the Interim Period, Iberian shall: (i) use its reasonable commercial efforts take all such action as may be necessary or desirable to comply promptly with cause the shareholders of Iberian to adopt all requirements which applicable Law may impose on EFI with respect necessary resolutions to permit the Arrangementconsummation of the Transactions, including the execution of a resolution of all such shareholders in lieu of a meeting or causing a meeting of the shareholders to be called and held as soon as reasonably practical to approve the Transaction; (ii) not take any action, or refrain from taking any action (subject to commercially reasonable commercial efforts), or permit any action to be taken or not taken, inconsistent with the provisions of this Agreement or which would reasonably be expected to materially impede the completion of the Arrangement Transaction or would render, or that could reasonably be expected to render, any representation or warranty made by EFI Iberian in this Agreement untrue or inaccurate in any material respect at any time prior to the Effective Time if then made, or which would or could have a Material Adverse Effect on EFIIberian, provided that EFI Iberian may take any such action or refrain from taking such action (subject to commercially reasonable commercial best efforts) as a result of this Agreement, in the event EFI Iberian immediately notifies ▇▇▇▇▇▇▇ PTQ in writing of such circumstances;; and (iii) promptly notify ▇▇▇▇▇▇▇ PTQ of: (A) any Material Adverse Effect, or any change, event, occurrence or state of facts that could would reasonably be expected to have a Material Adverse EffectEffect on Iberian, in respect of the business or in the conduct of the business of EFI; (B) any material Governmental Entity or third person complaints, investigations or hearings (or communications indicating that the same may be contemplated); (C) any breach by EFI Iberian of any covenant or agreement contained in this Agreement; , and (DC) any event occurring subsequent to the date hereof that would render any representation or warranty of EFI Iberian contained in this Agreement, if made on or as of the date of such event or the Effective Date, to be untrue or inaccurate in any material respect; (iv) obtain all third party consents and approvals and give any notices required under any of the EFI Material Agreements; and (v) subject to the terms of this Agreement: (A) take all commercially reasonable lawful action to solicit proxies in favour of the EFI Resolution (provided that, for the avoidance of doubt, EFI shall not be required to engage a third party proxy solicitation firm unless it determines to do so in its own discretion); and (B) recommend (and the board of directors of EFI shall recommend) to all EFI Shareholders that they vote in favour of the EFI Resolution.

Certain Actions. EFI shall: (i) Subject to Section 4.3(a), Buyer and Parent shall each use its respective reasonable commercial best efforts to comply promptly with take, and cause its Affiliates to take, all requirements which actions necessary, proper, or advisable to obtain any required approvals of any Governmental Entity under all applicable Law may impose on EFI Regulatory Laws with respect to the Arrangement; transactions contemplated by this Agreement, to cause any applicable waiting periods or review periods under all applicable Regulatory Laws to terminate or expire at the earliest possible date (and in any event within the first phase of review), to avoid the filing of any suit or proceeding by any Governmental Entity seeking to enjoin the consummation of the transactions contemplated by this Agreement, to avoid the entry, or to effect the dissolution, of any injunction or temporary restraining or other Order in any litigation, arbitration or other proceeding that would have the effect of restraining, preventing or delaying the consummation of the transactions contemplated by this Agreement and to demonstrate in good faith, at its own cost and expense, that the transactions contemplated by this Agreement mandate approval under Regulatory Laws and other Laws, in each case, to expedite consummation of the transactions contemplated by this Agreement to permit the Closing to occur as soon as possible, including the following actions: (i) propose, negotiate, consent to, offer to undertake, commit to and effect, by consent decree, hold separate order, trust or otherwise, the sale, divestiture or disposition (including by licensing any intellectual property) of any assets of the Company and its Subsidiaries; (ii) not terminate any existing relationships and contractual rights and obligations of the Company and its Subsidiaries; (iii) otherwise offer to take, commit to take or take any actionaction that it is capable of taking that limits its freedom of action with respect to, or refrain from taking its ability to retain, any action (subject to reasonable commercial efforts), or permit any action to be taken or not taken, inconsistent with the provisions of this Agreement or which would reasonably be expected to materially impede the completion of the Arrangement or would render, or that could reasonably be expected to render, any representation or warranty made by EFI in this Agreement untrue or inaccurate in any material respect at any time prior to assets of the Effective Time if then made, or which would or could have a Material Adverse Effect on EFI, provided that EFI may Company and its Subsidiaries; and (iv) take any such action or refrain from taking such action (subject to reasonable commercial efforts) as a result of this Agreementpromptly, in the event EFI immediately notifies ▇▇▇▇▇▇▇ that any permanent or preliminary injunction or other Order is entered or becomes reasonably foreseeable to be entered in writing any proceeding that would make consummation of such circumstances; the transactions contemplated by this Agreement unlawful or that would prevent or delay consummation of the transactions contemplated by this Agreement, any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by subclauses (i), (ii) and (iii) promptly notify ▇▇▇▇▇▇▇ of: (Aof this Section 4.3(c)) any Material Adverse Effectnecessary to vacate, modify or any change, event, occurrence suspend such injunction or state of facts that could reasonably be expected to have a Material Adverse Effectother Order, in respect each case of the business or in the conduct of the business of EFI; subclauses (Bi), (ii), (iii) any material Governmental Entity or third person complaints, investigations or hearings (or communications indicating that the same may be contemplated); (C) any breach by EFI of any covenant or agreement contained in this Agreement; and (D) any event occurring subsequent iv), to allow the Closing to occur as soon as possible; provided that, notwithstanding anything to the date hereof that would render any representation or warranty of EFI contained contrary in this Agreement, if made on or as of the date of such event or the Effective Date, to be untrue or inaccurate in any material respect; (iv) obtain all third party consents and approvals and give any notices required under any of the EFI Material Agreements; and (v) subject to the terms of this Agreement: (A) take all commercially reasonable lawful action to solicit proxies in favour of the EFI Resolution (provided that, for the avoidance of doubt, EFI Buyer shall not be required to engage become subject to, or consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or Order of a third party proxy solicitation firm unless it determines Governmental Entity to do so sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change assets or businesses of Buyer or its Subsidiaries; provided further, that notwithstanding anything to the contrary in its own discretion); and (B) recommend this Agreement, Buyer shall not be required to (and the board Group shall not) become subject to, or consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order of directors of EFI shall recommend) a Governmental Entity to all EFI Shareholders that they vote in favour sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change assets or businesses of the EFI ResolutionCompany or its Subsidiaries that would comprise assets of the Group to which revenue of more than $50 million was attributable in fiscal year 2013. Any proposing, negotiating, committing to and effecting any divesture, sale, disposition, hold separate, or limitation on freedom of action with regard to any aspect of the Company or any of its Subsidiaries that is part of the proposed acquisition by Buyer under this Agreement shall be subject to the consummation of the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, no action taken by Buyer and its Affiliates pursuant to this Section 4.3 shall entitle Buyer to any reduction of the Aggregate Purchase Price.

Certain Actions. EFI shall(1) The Teck Companies shall and shall cause their Affiliates: (i) use its reasonable commercial efforts to comply promptly with all requirements which applicable Law may impose on EFI with respect to the Arrangement; (iia) not to take any action, or refrain from taking any action (subject to commercially reasonable commercial efforts), or permit any action to be taken or not taken, inconsistent with the provisions of this Agreement or which would could reasonably be expected to materially impede the completion of the Arrangement or would rendertransactions contemplated hereby, or that could reasonably be expected to render, render any representation or warranty made by EFI in this Agreement the Teck Companies herein untrue or inaccurate in any material respect at any time prior to the Effective Time Pre-Closing Date or the Closing Date if then made, or which would or could have a Material Adverse Effect on EFIMinera, provided that EFI may where the Teck Companies are required to take any such action or refrain from taking such action (subject to commercially reasonable commercial efforts) as a result of this Agreement, in the event EFI they shall immediately notifies ▇▇▇▇▇▇▇ notify Kinross in writing of such circumstances;; and (iiib) to promptly notify ▇▇▇▇▇▇▇ of: Kinross of (Ai) any Material Adverse Effect, or any change, event, occurrence or state of facts that which could reasonably be expected to have become a Material Adverse Effect, in respect of the business or in the conduct of the business of EFI; (Bii) any material Governmental Entity Body or third person complaints, investigations or hearings (or communications indicating that the same may be contemplated) in relation to Minera, the Business or the Assets, (iii) any breach by the Teck Companies of any covenant or agreement contained in this Agreement, and (iv) any event occurring subsequent to the date hereof that would render any representation or warranty of the Teck Companies contained herein, if made on or as of the date of such event, the Pre-Closing Date or the Closing Date, to be untrue or inaccurate in any material respect. (2) The Kinross Companies shall: (a) not take any action, refrain from taking any action (subject to commercially reasonable efforts), or permit any action to be taken or not taken, inconsistent with the provisions of this Agreement or which could reasonably be expected to materially impede the completion of the transactions contemplated hereby or render any representation or warranty made by the Kinross Companies herein untrue or inaccurate at any time prior to the Pre-Closing Date or the Closing Date if then made, provided that where the Kinross Companies are required to take any such action or refrain from taking such action (subject to commercially reasonable efforts) as a result of this Agreement, they shall immediately notify the Teck Companies in writing of such circumstances; and (b) to promptly notify the Teck Companies of (i) any material Governmental Body or third person complaints, investigations or hearings (or communications indicating that the same may be contemplated); , (Cii) any breach by EFI the Kinross Companies of any covenant or agreement contained in this Agreement; , and (Diii) any event occurring subsequent to the date hereof that would render any representation or warranty of EFI the Kinross Companies contained in this Agreementherein, if made on or as of the date of such event event, the Pre-Closing Date or the Effective Closing Date, to be untrue or inaccurate in any material respect; (iv) obtain all third party consents and approvals and give any notices required under any of the EFI Material Agreements; and (v) subject to the terms of this Agreement: (A) take all commercially reasonable lawful action to solicit proxies in favour of the EFI Resolution (provided that, for the avoidance of doubt, EFI shall not be required to engage a third party proxy solicitation firm unless it determines to do so in its own discretion); and (B) recommend (and the board of directors of EFI shall recommend) to all EFI Shareholders that they vote in favour of the EFI Resolution.

Certain Actions. EFI Trans-Orient shall: (i) use its reasonable commercial efforts immediately cease and cause to comply promptly be terminated any existing discussions or negotiations with all requirements which applicable Law may impose on EFI any persons (other than TAG) with respect to any potential Acquisition Proposal (provided that the Arrangementforegoing shall not be applicable to future discussions or negotiations in accordance with Article Six), not release any third party from any confidentiality agreement to which such third party is a party, not release any third party from any standstill agreement to which such third party is a party, immediately request the return or destruction of all information provided to any third parties who have entered into a confidentiality agreement with it or any of the Trans-Orient Subsidiaries relating to a potential Acquisition Proposal and use all reasonable efforts to ensure that such requests are honoured; (ii) except as contemplated pursuant to Article Six, not take any action, or refrain from taking any action (subject to reasonable commercial efforts), or permit any of the Trans-Orient Subsidiaries to take any action to that would interfere with or be taken or not taken, inconsistent with the provisions of this Agreement or which would reasonably be expected to materially impede the completion of the Arrangement transactions contemplated by this Agreement or would render, or that could reasonably may be expected to render, any representation or warranty made by EFI Trans-Orient in this Agreement untrue or inaccurate in any material respect at any time prior to the Effective Time if then made, or which would or could have a Material Adverse Effect on EFI, provided that EFI may take any such action or refrain from taking such action (subject to reasonable commercial efforts) as a result of this Agreement, in the event EFI immediately notifies ▇▇▇▇▇▇▇ in writing of such circumstances;; and (iii) promptly notify ▇▇▇▇▇▇▇ of: TAG of (A) any Material Adverse Change or Material Adverse Effect, or any change, event, occurrence or state of facts that which could reasonably be expected to become a Material Adverse Change or to have a Material Adverse Effect, in respect of the business or in the conduct of the business of EFI; Trans- Orient, (B) any material Governmental Entity or third person complaints, investigations or hearings (or communications indicating that the same may be contemplated); , (C) any breach by EFI Trans-Orient of any covenant or agreement contained in this Agreement; , and (D) any event occurring subsequent to the date hereof that would render any representation or warranty of EFI Trans-Orient contained in this Agreement, if made on or as of the date of such event or the Effective Date, to be untrue or inaccurate in any material respect; (iv) obtain all third party consents and approvals and give any notices required under any of the EFI Material Agreements; and (v) subject to the terms of this Agreement: (A) take all commercially reasonable lawful action to solicit proxies in favour of the EFI Resolution (provided that, for the avoidance of doubt, EFI shall not be required to engage a third party proxy solicitation firm unless it determines to do so in its own discretion); and (B) recommend (and the board of directors of EFI shall recommend) to all EFI Shareholders that they vote in favour of the EFI Resolutioninaccurate.

Certain Actions. EFI GW shall: (i) use its reasonable commercial efforts immediately cease and cause to comply promptly be terminated any existing discussions or negotiations with all requirements which applicable Law may impose on EFI any persons (other than FN) with respect to any Acquisition Proposal (provided that the Arrangementforegoing shall not be applicable to future discussions or negotiations in accordance with Article Eight), not release any third party from any confidentiality agreement to which such third party is a party (except where such party proposes to make an Acquisition Proposal that is or may reasonably be expected to result in a Superior Proposal), not release any third party from any standstill agreement to which such third party is a party (except where such party proposes to make an Acquisition Proposal that is or may reasonably be expected to result in a Superior Proposal); (ii) except as contemplated pursuant to Article Eight, not knowingly take any action, action that would interfere with or refrain from taking any action (subject to reasonable commercial efforts), or permit any action to be taken or not taken, inconsistent with the provisions of this Agreement or which would reasonably be expected to materially impede the completion of the Arrangement transactions contemplated by this Agreement or would render, or that could reasonably may be expected to render, any representation or warranty made by EFI GW in this Agreement untrue or inaccurate in any material respect at any time prior to the Effective Time if then made, or which would or could have made (other than representations given as of a Material Adverse Effect on EFI, provided that EFI may take any such action or refrain from taking such action (subject to reasonable commercial efforts) as a result of this Agreement, in the event EFI immediately notifies ▇▇▇▇▇▇▇ in writing of such circumstances;specified date); and (iii) promptly notify ▇▇▇▇▇▇▇ of: FN of (A) any Material Adverse Change or Material Adverse Effect, or any change, event, occurrence or state of facts that could which would reasonably be expected to become a Material Adverse Change or to have a Material Adverse Effect, in respect of the business or in the conduct of the business of EFI; GW, (B) any material Governmental Entity or third person complaints, investigations or hearings (or communications indicating that the same may be contemplated); , (C) any breach by EFI GW of any covenant or agreement contained in this Agreement; , and (D) any event occurring subsequent to the date hereof that would render any representation or warranty of EFI GW contained in this Agreement, if made on or as of the date of such event or the Effective DateDate (other than representations and warranties given as of a specified date), to be untrue or inaccurate in any material respect; (iv) obtain all third party consents and approvals and give any notices required under any of the EFI Material Agreements; and (v) subject to the terms of this Agreement: (A) take all commercially reasonable lawful action to solicit proxies in favour of the EFI Resolution (provided that, for the avoidance of doubt, EFI shall not be required to engage a third party proxy solicitation firm unless it determines to do so in its own discretion); and (B) recommend (and the board of directors of EFI shall recommend) to all EFI Shareholders that they vote in favour of the EFI Resolutioninaccurate.

Certain Actions. EFI Corporation shall: (i) use its reasonable commercial efforts to comply promptly with all requirements which applicable Law may impose on EFI with respect to the Arrangement; (ii) not take any action, or refrain from taking any action (subject to commercially reasonable commercial efforts), or permit any action to be taken or not taken, inconsistent with the provisions of this Agreement or which would reasonably be expected to materially impede the completion of the Arrangement transactions contemplated hereby or would render, or that could reasonably be expected to render, any representation or warranty made by EFI Corporation in this Agreement untrue or inaccurate in any material respect at any time prior to the Effective Time if then made, or which would or could have a Material Adverse Effect on EFICorporation, provided that EFI Corporation may take any such action or refrain from taking such action (subject to commercially reasonable commercial efforts) as a result of this Agreement, in the event EFI Corporation immediately notifies ▇▇▇▇▇▇▇ Offeror in writing of such circumstances; (iiiii) promptly notify ▇▇▇▇▇▇▇ of: Offeror of (A) any Material Adverse Change or Material Adverse Effect, or any change, event, occurrence or state of facts effect that could reasonably be expected to become a Material Adverse Change or to have a Material Adverse Effect, in respect of the business or in the conduct of the business of EFI; Corporation, (B) any material Governmental Entity or third person complaintsmaking a material complaint, investigations investigation or hearings hearing (or communications indicating that the same may be contemplated); , (C) any breach by EFI Corporation of any covenant or agreement contained in this Agreement; , and (D) any event occurring subsequent to the date hereof that would render any representation or warranty of EFI Corporation contained in this Agreement, if made on or as of the date of such event or the Effective Date, to be untrue or inaccurate in any material respect; (iv) obtain all third party consents and approvals and give any notices required under any of the EFI Material Agreements; and (viii) subject to not take any action that will preclude the terms transactions described in the Plan of Arrangement and in this Agreement: (AAgreement from qualifying as a “reorganization” within the meaning of section 368(a)(1)(A) take all commercially reasonable lawful action to solicit proxies in favour of the EFI Resolution (provided that, for the avoidance of doubt, EFI shall not be required to engage a third party proxy solicitation firm unless it determines to do so in its own discretion); U.S. Internal Revenue Code and (Bsection 368(a)(2)(E) recommend (and the board of directors of EFI shall recommend) to all EFI Shareholders that they vote in favour of the EFI Resolution.U.S. Internal Revenue Code

Certain Actions. EFI Alamos shall: (i) use its reasonable commercial efforts to comply promptly with all requirements which applicable Law may impose on EFI with respect to the Arrangement; (ii) not take any action, or refrain from taking any action (subject to commercially reasonable commercial efforts), or permit any action to be taken or not taken, inconsistent with the provisions of this Agreement or which that would reasonably be expected to materially impede the completion of the Arrangement transactions contemplated hereby or would render, or that could reasonably be expected to render, any representation or warranty made by EFI Alamos in this Agreement untrue or inaccurate in any material respect at any time prior to the Effective Time if then made, made or which that would or could have a Material Adverse Effect on EFIAlamos; (ii) not participate in any material discussions, provided that EFI may take negotiations, consultations or filings or other communications, other than in the normal course of business, with (i) any Governmental Entity regarding permits or Environmental Laws with respect to the Alamos Property or Alamos Mineral Rights or (ii) any (or any Governmental Entity in relation to any of the foregoing) Aboriginal Groups or any Persons representing or purporting to represent any Aboriginal Group on the exercise of aboriginal rights or assertion of aboriginal title in relation to the Alamos Property or Alamos Mineral Rights or the transactions contemplated by this Agreement without the prior written consent of AuRico, which shall not be unreasonably withheld, and Alamos shall, and shall cause the Alamos Subsidiaries to, provide AuRico with prompt notice of any material communication (whether oral or written) in respect of any of the foregoing, including a copy of any written communication, and to allow AuRico to participate in any such action permitted discussions, negotiations, consultations, filings or refrain from taking such action (subject to reasonable commercial efforts) as a result of this Agreement, in the event EFI immediately notifies ▇▇▇▇▇▇▇ in writing of such circumstances;other communications; and (iii) promptly notify ▇▇▇▇▇▇▇ AuRico of: (A) any Material Adverse Effect, or any change, event, occurrence or state of facts that could reasonably be expected to have become a Material Adverse Effect, in respect of the business or in the conduct of the business of EFI; Alamos, and (B) any material Governmental Entity or third person Person complaints, investigations or hearings (or communications indicating that the same may be contemplated); (C) any breach by EFI of any covenant or agreement contained in this Agreement; and (D) any event occurring subsequent to the date hereof that would render any representation or warranty of EFI contained in this Agreement, if made on or as of the date of such event or the Effective Date, to be untrue or inaccurate in any material respect; (iv) obtain all third party consents and approvals and give any notices required under any of the EFI Material Agreements; and (v) subject to the terms of this Agreement: (A) take all commercially reasonable lawful action to solicit proxies in favour of the EFI Resolution (provided that, for the avoidance of doubt, EFI shall not be required to engage a third party proxy solicitation firm unless it determines to do so in its own discretion); and (B) recommend (and the board of directors of EFI shall recommend) to all EFI Shareholders that they vote in favour of the EFI Resolution.

Certain Actions. EFI shallArgonaut shall and shall cause the Argonaut Subsidiaries to: (i) use its reasonable commercial efforts to comply promptly with all requirements which applicable Law may impose on EFI with respect to the Arrangement; (ii) not take any action, or refrain from taking any action (subject to commercially reasonable commercial efforts), or permit any action to be taken or not taken, inconsistent with the provisions of this Agreement or which that would reasonably be expected to materially impede the completion of the Arrangement transactions contemplated hereby or would render, or that could reasonably be expected to render, any representation or warranty made by EFI Argonaut in this Agreement untrue or inaccurate in any material respect at any time prior to the Effective Time if then made, or which that would or could have a Material Adverse Effect on EFIArgonaut; (ii) except as disclosed in the Argonaut Disclosure Letter, provided that EFI may take not participate in any material discussions, negotiations, consultations or filings or other communications, other than in the normal course of business, with (i) any Governmental Entity regarding permits or Environmental Laws with respect to any Argonaut Property or Argonaut Mineral Rights or (ii) any Indigenous Groups or any Persons representing or purporting to represent any Indigenous Group (or any Governmental Entity in relation to any of the foregoing) regarding the exercise or assertion of aboriginal rights or assertion of aboriginal title in relation to any Argonaut Property or Argonaut Mineral Rights or the transactions contemplated by this Agreement without the prior written consent of Alamos, which shall not be unreasonably withheld, conditioned or delayed, and Argonaut shall and shall cause the Argonaut Subsidiaries to provide Alamos with prompt notice of any material communication (whether oral or written) in respect of any of the foregoing, including a copy of any written communication, and to allow Alamos to participate in any such action permitted discussions, negotiations, consultations, filings or refrain from taking such action (subject to reasonable commercial efforts) as a result of this Agreement, in the event EFI immediately notifies ▇▇▇▇▇▇▇ in writing of such circumstancesother communications; (iii) pay, in a proper and timely manner, all liabilities as they become due, including, for greater certainty, the Ausenco Settlement Payment, except for such payments that are being dealt with prior to delinquency in the ordinary course of business or as is otherwise provided for in the Argonaut Budget; and (iv) promptly notify ▇▇▇▇▇▇▇ Alamos in writing of: (A) any Material Adverse Effect, or any change, event, occurrence or state of facts that could reasonably be expected to have become a Material Adverse Effect, in respect of the business or in the conduct of the business of EFIArgonaut; and (B) any material Governmental Entity or third person Person complaints, investigations or hearings (or communications indicating that the same may be contemplated); (C) any breach by EFI of any covenant which Argonaut or agreement contained in this Agreement; and (D) any event occurring subsequent to the date hereof that would render any representation or warranty of EFI contained in this Agreement, if made on or as of the date of such event or the Effective Date, to be untrue or inaccurate in any material respect; (iv) obtain all third party consents and approvals and give any notices required under any of the EFI Material Agreements; and (v) subject to the terms of this Agreement: (A) take all commercially reasonable lawful action to solicit proxies in favour of the EFI Resolution (provided that, for the avoidance of doubt, EFI shall not be required to engage a third party proxy solicitation firm unless it determines to do so in its own discretion); and (B) recommend (and the board of directors of EFI shall recommend) to all EFI Shareholders that they vote in favour of the EFI ResolutionArgonaut Subsidiaries receives notice.

Certain Actions. EFI shallNorthern Orion shall and shall cause the Northern Orion Subsidiaries to: (i) use its reasonable commercial efforts Subject to comply promptly with all requirements which applicable Law may impose on EFI with respect to the Arrangement; (ii) section 6.02 hereof, not take any action, or refrain from taking any action (subject to commercially reasonable commercial efforts), or permit any action to be taken or not taken, inconsistent with the provisions of this Agreement or which would reasonably be expected to materially impede the completion of the Arrangement transactions contemplated hereby or would render, or that could reasonably be expected to render, any representation or warranty made by EFI Northern Orion in this Agreement untrue or inaccurate in any material respect at any time prior to the Effective Time if then made, or which would or could have a Material Adverse Effect on EFINorthern Orion, provided that EFI Northern Orion may take any such action or refrain from taking such action (subject to commercially reasonable commercial efforts) as a result of this Agreement, in the event EFI Northern Orion or immediately notifies ▇▇▇▇▇▇▇ Yamana in writing of such circumstances; (ii) encourage those employees of Northern Orion designated by Yamana to enter into employment agreements with Yamana prior to the Completion Date provided that the compensation and terms of such employment agreements are no less favourable than those under which such employees are currently employed by Northern Orion; (iii) obtain Support Agreements from each of the directors and those officers of Northern Orion designated by Yamana pursuant to which they will agree to vote their Northern Orion Common Shares in favour of the Arrangement; (iv) promptly notify ▇▇▇▇▇▇▇ of: Yamana of (A) any Material Adverse Change or Material Adverse Effect, or any change, event, occurrence or state of facts that could reasonably be expected to become a Material Adverse Change or to have a Material Adverse Effect, in respect of the business or in the conduct of the business of EFI; Northern Orion, (B) any material Governmental Entity or third person complaints, investigations or hearings (or communications indicating that the same may be contemplated); , (C) any breach by EFI Northern Orion of any covenant or agreement contained in this Agreement; , and (D) any event occurring subsequent to the date hereof that would render any representation or warranty of EFI Northern Orion contained in this Agreement, if made on or as of the date of such event or the Effective Date, to be untrue or inaccurate in any material respect; (iv) obtain all third party consents and approvals and give any notices required under any of the EFI Material Agreements; and (v) subject to not undertake any transaction that would prevent Yamana or its subsidiaries obtaining, if otherwise available, a "bump" in the terms of this Agreement: (A) take all commercially reasonable lawful action to solicit proxies in favour tax cost of the EFI Resolution (provided that, for the avoidance property of doubt, EFI shall not be required to engage a third party proxy solicitation firm unless it determines to do so Northern Orion in its own discretion); and (Baccordance with paragraph 88(1)(d) recommend (and the board of directors of EFI shall recommend) to all EFI Shareholders that they vote in favour of the EFI ResolutionTax Act, or any transaction that would reduce the amount of the "bump" if otherwise available.