Common use of Recognition of Dissenting Shareholders Clause in Contracts

Recognition of Dissenting Shareholders. (a) In no circumstances shall Rio Alto, Sulliden, Amalco, SpinCo, the Depository or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the holder of those Sulliden Shares in respect of which such rights are sought to be exercised. (b) For greater certainty, in no case shall Rio Alto, Sulliden, Amalco, SpinCo, the Depository or any other Person be required to recognize Dissenting Shareholders as Sulliden Shareholders in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(a) above, and the names of such Dissenting Shareholders shall be removed from the registers of Sulliden Shareholders in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section (a) occurs. In addition to any other restrictions under the OBCA or the QBCA, as the case may be, none of the following shall be entitled to exercise Dissent Rights: (i) Sulliden Optionholders, (ii) Sulliden Warrantholders, and (iii) Sulliden Shareholders who vote or have instructed a proxyholder to vote such Sulliden Shares in favour of the Contunuance Resolution or Arrangement Resolution, as the case may be (but only in respect of such Sulliden Shares).

Recognition of Dissenting Shareholders. (a1) In no circumstances shall Rio AltoSSR, Sulliden, Amalco, SpinCo, the Depository Alacer or any other Person person be required to recognize a Person person exercising Dissent Rights unless such Person person is the registered holder of those Sulliden Alacer Shares in respect of which such rights Dissent Rights are sought purported to be exercised. (b2) For greater certainty, in no case shall Rio AltoSSR, Sulliden, Amalco, SpinCo, the Depository Alacer or any other Person person be required to recognize any Dissenting Shareholders Shareholder as Sulliden Shareholders a holder of Alacer Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(a) above3.1(1), and the names name of such Dissenting Shareholders Shareholder shall be removed from the registers register of Sulliden Alacer Shareholders as to those Alacer Shares in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section (a3.1(1) occurs. In addition to any other restrictions under Section 193 of the OBCA or the QBCA, as the case may beYBCA, none of the following persons shall be entitled to exercise Dissent Rights: (i) Sulliden Optionholdersany holder of Alacer RSUs, Alacer PSUs or Alacer DSUs; and (ii) Sulliden Warrantholders, and (iii) Sulliden Shareholders any Alacer Shareholder who vote votes or have has instructed a proxyholder to vote such Sulliden Alacer Shareholder’s Alacer Shares in favour of the Contunuance Arrangement Resolution or Arrangement Resolution, as the case may be (but only in respect of such Sulliden Alacer Shares).