Common use of Right to Match Clause in Contracts

Right to Match. 7.3.1 Silverstone covenants that it will not accept, approve, endorse, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal (other than a confidentiality and standstill agreement permitted by Section 7.2.3) unless: (a) Silverstone has complied with its obligations under Section 7.2 and has provided Silver Wheaton with a copy of the Superior Proposal; and (b) a period (the “Response Period”) of four Business Days has elapsed from the date that is the later of (x) the date on which Silver Wheaton receives written notice from the Silverstone Board that the Silverstone Board has determined, subject only to compliance with this Section 7.3, to accept, approve, endorse, recommend or enter into a definitive agreement with respect to such Superior Proposal, and (y) the date Silver Wheaton receives a copy of the Superior Proposal. 7.3.2 During the Response Period, Silver Wheaton will have the right, but not the obligation, to offer to amend this Agreement and the Plan of Arrangement, including an increase in, or modification of, the aggregate consideration. The Silverstone Board shall review any such offer by Silver Wheaton to amend this Agreement and the Plan of Arrangement to determine whether the Acquisition Proposal to which Silver Wheaton is responding would continue to be a Superior Proposal when assessed against the Arrangement as it is proposed in writing by Silver Wheaton to be amended. If the Silverstone Board determines that the Acquisition Proposal no longer constitutes a Superior Proposal, the Silverstone Board, will cause Silverstone to enter into an amendment to this Agreement with Silver Wheaton incorporating the amendments to the Agreement and Plan of Arrangement as set out in the written offer to amend, and will promptly reaffirm its recommendation of the Arrangement and by the prompt issuance of a press release to that effect. If the Silverstone Board determines that the Acquisition Proposal continues to be a Superior Proposal, Silverstone may approve and recommend that holders of Silverstone Shares accept such Superior Proposal and may terminate this Agreement pursuant to Section 8.2.1(d)(i) in order to accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal. 7.3.3 Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the holders of the Silverstone Shares shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 and Silver Wheaton shall be afforded a new Response Period and the rights afforded in paragraph 7.3.2 in respect of each such Acquisition Proposal.

Right to Match. 7.3.1 Silverstone Skye covenants that it will not accept, approve, endorse, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal (other than a confidentiality and standstill agreement permitted by Section 7.2.3) unless: (a) Silverstone Skye has complied with its obligations under Section 7.2 and has provided Silver Wheaton HudBay with a copy of the Superior Proposal; and (b) a period (the “Response Period”) of four Business Days five business days has elapsed from the date that is the later of (x) the date on which Silver Wheaton HudBay receives written notice from the Silverstone Skye Board that the Silverstone Skye Board has determined, subject only to compliance with this Section 7.3, to accept, approve, endorse, recommend or enter into a definitive agreement with respect to such Superior Proposal, and (y) the date Silver Wheaton HudBay receives a copy of the Superior Proposal. 7.3.2 During the Response Period, Silver Wheaton HudBay will have the right, but not the obligation, to offer to amend this Agreement and the Plan of Arrangement, including an increase in, or modification of, the aggregate consideration. The Silverstone Skye Board shall review any such offer by Silver Wheaton HudBay to amend this Agreement and the Plan of Arrangement to determine whether the Acquisition Proposal to which Silver Wheaton HudBay is responding would continue to be a Superior Proposal when assessed against the Arrangement as it is proposed in writing by Silver Wheaton HudBay to be amended. If the Silverstone Skye Board determines that the Acquisition Proposal no longer constitutes a Superior Proposal, the Silverstone Skye Board, will cause Silverstone Skye to enter into an amendment to this Agreement with Silver Wheaton HudBay incorporating the amendments to the Agreement and Plan of Arrangement as set out in the written offer to amend, and will promptly reaffirm its recommendation of the Arrangement and by the prompt issuance of a press release to that effect. If the Silverstone Skye Board determines that the Acquisition Proposal continues to be a Superior Proposal, Silverstone Skye may approve and recommend that holders of Silverstone Skye Shares accept such Superior Proposal and may terminate this Agreement pursuant to Section 8.2.1(d)(i) in order to accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal. 7.3.3 Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the holders of the Silverstone Skye Shares shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 and Silver Wheaton HudBay shall be afforded a new Response Period and the rights afforded in paragraph 7.3.2 in respect of each such Acquisition Proposal.

Right to Match. 7.3.1 Silverstone Moto covenants that it will not accept, approve, endorse, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal (other than a confidentiality and standstill agreement permitted by Section 7.2.3) unless: (a) Silverstone Moto has complied with its obligations under Section 7.2 and has provided Silver Wheaton Randgold with a copy of the Superior Proposal; and (b) a period (the “Response Period”) of four Business Days five business days has elapsed from the date that is the later of (x) the date on which Silver Wheaton ▇▇▇▇▇▇▇▇ receives written notice from the Silverstone Moto Board that the Silverstone Moto Board has determined, subject only to compliance with this Section 7.3, to accept, approve, endorse, recommend or enter into a definitive agreement with respect to such Superior Proposal, and (y) the date Silver Wheaton ▇▇▇▇▇▇▇▇ receives a copy of the Superior Proposal. 7.3.2 During the Response Period, Silver Wheaton ▇▇▇▇▇▇▇▇ will have the right, but not the obligation, to offer to amend this Agreement and the Plan of Arrangement, including an increase in, or modification of, the aggregate consideration. The Silverstone Moto Board shall review any such offer by Silver Wheaton ▇▇▇▇▇▇▇▇ to amend this Agreement and the Plan of Arrangement to determine whether the Acquisition Proposal to which Silver Wheaton ▇▇▇▇▇▇▇▇ is responding would continue to be a Superior Proposal when assessed against the Arrangement as it is proposed in writing by Silver Wheaton ▇▇▇▇▇▇▇▇ to be amended. If the Silverstone Moto Board determines that the Acquisition Proposal no longer constitutes a Superior Proposal, the Silverstone Board, Moto Board will cause Silverstone Moto to enter into an amendment to this Agreement with Silver Wheaton Randgold incorporating the amendments to the Agreement and Plan of Arrangement as set out in the written offer to amend, and will promptly reaffirm its recommendation of the Arrangement and by the prompt issuance of a press release to that effect. If the Silverstone Moto Board determines that the Acquisition Proposal continues to be a Superior Proposal, Silverstone Moto may approve and recommend that holders of Silverstone Moto Shares accept such Superior Proposal and may terminate this Agreement pursuant to Section 8.2.1(d)(i) in order to accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal. 7.3.3 Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the holders of the Silverstone Moto Shares shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 and Silver Wheaton Randgold shall be afforded a new Response Period and the rights afforded in paragraph 7.3.2 in respect of each such Acquisition Proposal.

Right to Match. 7.3.1 Silverstone Moto covenants that it will not accept, approve, endorse, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal (other than a confidentiality and standstill agreement permitted by Section 7.2.3) unless: (a) Silverstone Moto has complied with its obligations under Section 7.2 and has provided Silver Wheaton Randgold with a copy of the Superior Proposal; and (b) a period (the “Response Period”) of four Business Days five business days has elapsed from the date that is the later of (x) the date on which Silver Wheaton Randgold receives written notice from the Silverstone Moto Board that the Silverstone Moto Board has determined, subject only to compliance with this Section 7.3, to accept, approve, endorse, recommend or enter into a definitive agreement with respect to such Superior Proposal, and (y) the date Silver Wheaton Randgold receives a copy of the Superior Proposal. 7.3.2 During the Response Period, Silver Wheaton Randgold will have the right, but not the obligation, to offer to amend this Agreement and the Plan of Arrangement, including an increase in, or modification of, the aggregate consideration. The Silverstone Moto Board shall review any such offer by Silver Wheaton Randgold to amend this Agreement and the Plan of Arrangement to determine whether the Acquisition Proposal to which Silver Wheaton Randgold is responding would continue to be a Superior Proposal when assessed against the Arrangement as it is proposed in writing by Silver Wheaton Randgold to be amended. If the Silverstone Moto Board determines that the Acquisition Proposal no longer constitutes a Superior Proposal, the Silverstone Board, Moto Board will cause Silverstone Moto to enter into an amendment to this Agreement with Silver Wheaton Randgold incorporating the amendments to the Agreement and Plan of Arrangement as set out in the written offer to amend, and will promptly reaffirm its recommendation of the Arrangement and by the prompt issuance of a press release to that effect. If the Silverstone Moto Board determines that the Acquisition Proposal continues to be a Superior Proposal, Silverstone Moto may approve and recommend that holders of Silverstone Moto Shares accept such Superior Proposal and may terminate this Agreement pursuant to Section 8.2.1(d)(i) in order to accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal. 7.3.3 Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the holders of the Silverstone Moto Shares shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 and Silver Wheaton Randgold shall be afforded a new Response Period and the rights afforded in paragraph 7.3.2 in respect of each such Acquisition Proposal.