Common use of Performance Rights Clause in Contracts

Performance Rights. (a) Offeror acknowledges and agrees that: (i) the Board of Directors shall resolve that all Common Shares issuable pursuant to Performance Rights, regardless of whether the applicable performance targets have or have not been met, shall be issued concurrent with the first scheduled expiry time of the Offer in respect of which Offeror takes up Common Shares; and (ii) it shall agree with Goldbelt to tendering arrangements in respect of the Offer in order to facilitate the conditional tender to the Offer, concurrent with the first scheduled expiry time of the Offer in respect of which Offeror takes up Common Shares, of the Common Shares to be issued pursuant to Performance Rights in accordance with Section 2.4(a)(i) (including providing for the ability of holders of Performance Rights to tender the Common Shares issuable pursuant to such Performance Rights on the basis of guaranteed deliveries). (b) Goldbelt shall use its commercially reasonable best efforts to cause all holders of Performance Rights to conditionally tender the Common Shares issued as a result of the acceleration of the Performance Rights pursuant to Section 2.4(a)(i) and to deliver, not later than five business days prior to the first scheduled expiry date of the Offer, (and not withdraw) to the appropriate person(s) all such documents as may be necessary or desirable to tender such Common Shares to the Offer. (c) In the event that all necessary approvals to issue any Common Shares pursuant to any Performance Rights have not been obtained on or before the first scheduled expiry time of the Offer in respect of which Offeror takes up Common Shares, Goldbelt will cause such Performance Rights to be terminated concurrent with the first scheduled expiry time of the Offer in respect of which Offeror takes up Common Shares. (d) From and after the first scheduled expiry time of the Offer in respect of which Offeror takes up Common Shares, there shall be no Common Shares issuable pursuant to Performance Rights.