Consultation Regarding Material Matters. (1) If: (x) the Company proposes to directly or indirectly enter into negotiations (or otherwise take any material steps in connection with or in furtherance of); or (y) the Company receives an unsolicited proposal or expression of interest from a third party, with respect to any Material Commitment, Material Transaction, or Strategic Initiative, the Company shall: (a) promptly (and in any event within two Business Days) notify Glencore of such proposed action or such proposal or expression of interest; and (b) in good faith and acting reasonably, consult with Glencore on the nature and terms of any proposed material step in connection with any applicable Material Commitment, Material Transaction, or Strategic Initiative prior to taking any such material steps (for the avoidance of doubt, such consultations shall include consultations in connection with the nature and terms of any such Material Commitment, Material Transaction, or Strategic Initiative). (2) The Company shall keep Glencore reasonably apprised of any of the material steps taken (or other developments) in connection with: (x) any such Material Commitment, Material Transaction, or Strategic Initiative; or (y) responding to any such proposal or expression of interest. (3) Without limiting the generality of Section 2.02(2), the Company shall promptly (and in any event within two Business Days) provide Glencore with such information as Glencore may reasonably request with respect to: (x) such Material Commitment, Material Transaction, or Strategic Initiative; or (y) response to any such proposal or expression of interest.
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Sources: Investor Rights and Governance Agreement (Polymet Mining Corp), Investor Rights and Governance Agreement (Polymet Mining Corp)