Common use of Notwithstanding Sections 7 Clause in Contracts

Notwithstanding Sections 7. 4.1 and 7.4.2 and any other provision of this Agreement or of any other agreement between the Parties or between HudBay and any other person, including the provisions of any confidentiality or standstill agreement, if at any time following the date of this Agreement and prior to the Effective Time, HudBay receives a Change of Control Proposal, then HudBay may, provided it is in compliance with Section 7.4.4: (a) furnish information with respect to HudBay and its subsidiaries to the person making such Change of Control Proposal; and/or (b) enter into, participate, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the person making such Change of Control Proposal, provided that HudBay shall not, and shall not allow the HudBay Representatives to, disclose any non-public information with respect to HudBay to such person (i) if such non-public information has not been previously provided to, or is not concurrently provided to, ▇▇▇▇▇▇; and (ii) if such person is not already party to a Confidentiality Agreement with HudBay, without entering into an agreement with such person substantially in the form of the Confidentiality Agreement containing terms that are no more favourable to such person than those found in the Confidentiality Agreement and that are not individually or in the aggregate materially more favourable to such person than those found in the Confidentiality Agreement. In particular but without limitation such agreement may not include any provision calling for an exclusive right to negotiate with HudBay and may not restrict HudBay or its subsidiaries from complying with this Section 7.4.3.

Notwithstanding Sections 7. 4.1 2.1 and 7.4.2 7.2.2 and any other provision of this Agreement or of any other agreement between the Parties or between HudBay ▇▇▇▇▇▇ and any other person, including the provisions of any confidentiality or standstill agreement, if at any time following the date of this Agreement and prior to obtaining the Effective Timeapproval of the Arrangement Resolution at the ▇▇▇▇▇▇ Meeting, HudBay ▇▇▇▇▇▇ receives a Change of Control written Acquisition Proposal that the ▇▇▇▇▇▇ Board determines in good faith, after consultation with its financial advisors and outside counsel, constitutes or, if consummated in accordance with its terms, could reasonably be expected to result in a Superior Proposal, then HudBay ▇▇▇▇▇▇ may, provided it is in compliance with Section 7.4.47.2.4: (a) furnish information with respect to HudBay ▇▇▇▇▇▇ and its subsidiaries to the person making such Change of Control Acquisition Proposal; and/or (b) enter into, participate, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the person making such Change of Control Acquisition Proposal, provided that HudBay ▇▇▇▇▇▇ shall not, and shall not allow the HudBay its Representatives to, disclose any non-public information with respect to HudBay ▇▇▇▇▇▇ to such person (i) if such non-non public information has not been previously provided to, or is not concurrently provided to, ▇▇▇▇▇▇HudBay; and (ii) if such person is not already party to a Confidentiality Agreement with HudBay, without entering into an agreement with such person substantially in the form of the Confidentiality Agreement containing terms that are no more favourable to such person than those found in the Confidentiality Agreement and that are not individually or in the aggregate materially more favourable to such person than those found in the Confidentiality Agreement. In particular but without limitation such agreement may not include any provision calling for an exclusive right to negotiate with HudBay ▇▇▇▇▇▇ and may not restrict HudBay ▇▇▇▇▇▇ or its subsidiaries the ▇▇▇▇▇▇ Subsidiaries from complying with this Section 7.4.37.2.