Common use of Preparation of Filings Clause in Contracts

Preparation of Filings. The Transacting Parties shall prepare, and the other Parties shall co-operate and use their commercially reasonable efforts to take, or cause to be taken, all reasonable actions in connection with any orders, registrations, consents, filings, rulings, exemptions, no-action letters, circulars and approvals, including this Agreement, the Ancillary Agreements and the Business Combination and the preparation of any required documents, in each case as reasonably necessary for the Parties to discharge their respective obligations under this Agreement, the Ancillary Agreements, the Business Combination and the Plan of Arrangement, and to complete any of the transactions contemplated by this Agreement and the Ancillary Agreements, including their obligations under applicable Laws. Verano shall prepare each of the Circular and Listing Statement and all other materials required to be filed with the CSE by Pubco. A Transacting Party shall furnish to the other Parties and their respective advisors for review and comment, a reasonable amount of time prior to the time of filing or submission of any document, a copy of each document to be filed or submitted. It is acknowledged and agreed that Pubco shall not be required to file a prospectus or similar document or otherwise become subject to the securities Laws of any jurisdiction (other than in the case of the Resulting Issuer, the Provinces of British Columbia, Alberta and Ontario and the United States) in order to complete the Business Combination. The Parties shall use their commercially reasonable efforts to promptly make such securities and other regulatory filings in the United States or other jurisdictions as may be necessary or, in their sole discretion, desirable in connection with the completion of the Business Combination. Each Party shall provide to the other all information regarding the Party and its affiliates as required by applicable Securities Laws in connection with such filings.

Preparation of Filings. The Transacting Parties SVT shall prepare, and the other Parties shall co-operate and use their commercially reasonable efforts to take, or cause to be taken, all reasonable actions in connection with any applications for Regulatory Approvals, with the exception of any applications required in order to comply with the HSR Act, and other orders, registrations, consents, filings, rulings, exemptions, no-action letters, circulars and approvals, including any listing statement required to be filed with the CSE in connection with the SVT CSE Approval and the Business Combination, required in connection with the Contemporaneous Agreements, this Agreement, the Ancillary Agreements Agreement and the Business Combination and the preparation of any required documents, in each case as reasonably necessary for the Parties to discharge their respective obligations under the Contemporaneous Agreements, this Agreement, the Ancillary Agreements, the Business Combination and the Plan of Arrangement, and to complete any of the transactions contemplated by the Contemporaneous Agreements and this Agreement and the Ancillary AgreementsAgreement, including their obligations under applicable Laws. Verano shall prepare each of the Circular and Listing Statement and all other materials required to be filed with the CSE by Pubco. A Transacting Party SVT shall furnish to the other Parties and their respective advisors for review and comment, a reasonable amount of time prior to the time of filing or submission of any documentdocument (including any listing statement with the CSE), a copy of each document to be filed or submitted. It is acknowledged and agreed that Pubco neither Nevada Holdco nor any of Bxxxx, Briteside, Sea Hunter, or Fxxxx shall not be required to file a prospectus or similar document or otherwise become subject to the securities Laws of any jurisdiction (other than in the case of the Resulting IssuerNevada Holdco, the Provinces of British ColumbiaColumbia and Ontario, Alberta and Ontario the United States and the United Statesvarious States therein) in order to complete the Business Combination. The Parties Nevada Holdco, SVT, and Fxxxx shall use their commercially reasonable efforts to promptly make such securities and other regulatory filings in the United States or other jurisdictions as may be necessary or, in their its sole discretion, desirable in connection with the completion of the Business Combination. Each Party shall provide to the other all information regarding the Party and its affiliates as required by applicable Securities Laws in connection with such filings. Each Party shall also use commercially reasonable efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial, technical or other expert information required to be included in such filings and to the identification in such filings of each such advisor.

Preparation of Filings. The Transacting Parties shall prepare, and the other Parties shall co-operate and use their commercially reasonable efforts to take, or cause to be taken, all reasonable actions in connection with any applications for Regulatory Approvals and other orders, registrations, consents, filings, rulings, exemptions, no-action letters, circulars and approvals, including the Listing Statement as required in connection with the Pre-Arrangement Transactions, this Agreement, the Ancillary Contemporaneous Agreements and the Business Combination and the preparation of any required documents, in each case as reasonably necessary for the Parties to discharge their respective obligations under the Pre-Arrangement Agreements, this Agreement, the Ancillary Contemporaneous Agreements, the Business Combination and the Plan of Arrangement, and to complete any of the transactions contemplated by the Pre-Arrangement Agreements, this Agreement and the Ancillary Contemporaneous Agreements, including their obligations under applicable Laws. Verano shall prepare each of the Circular and Listing Statement and all other materials required to be filed with the CSE by Pubco. A Transacting Party Cannex shall furnish to the other Parties and their respective advisors for review and comment, a reasonable amount of time prior to the time of filing or submission of any documentdocument (including the Listing Statement with the CSE), a copy of each document to be filed or submitted. It is acknowledged and agreed that Pubco neither Nevada Holdco nor 4Front shall not be required to file a prospectus or similar document or otherwise become subject to the securities Laws of any jurisdiction (other than in the case of the Resulting Issuer, the Provinces of British Columbia, Alberta and Ontario Ontario, the United States and the United Statesvarious States therein) in order to complete the Business Combination. The Parties shall use their commercially reasonable efforts to promptly make such securities and other regulatory filings in the United States or other jurisdictions as may be necessary or, in their its sole discretion, desirable in connection with the completion of the Business Combination. Each Party shall provide to the other all information regarding the Party and its affiliates as required by applicable Securities Laws in connection with such filings.

Preparation of Filings. The Transacting Parties shall prepare, Eldorado and the other Parties European Goldfields shall co-operate and use their commercially reasonable commercial efforts in good faith to take, or cause to be taken, all reasonable actions in connection with actions, including the preparation of any applications for Regulatory Approvals and other orders, registrations, consents, filings, rulings, exemptions, no-action letters, circulars and approvals, including approvals required in connection with this Agreement, the Ancillary Agreements Agreement and the Business Combination Arrangement and the preparation of any required documents, in each case as reasonably necessary for the Parties to discharge their respective obligations under this Agreement, the Ancillary Agreements, the Business Combination Arrangement and the Plan of Arrangement, and to complete any of the transactions contemplated by this Agreement and the Ancillary AgreementsAgreement, including their obligations under applicable Laws. Verano shall prepare each of the Circular and Listing Statement and all other materials required to be filed with the CSE by Pubco. A Transacting Party shall furnish to the other Parties and their respective advisors for review and comment, a reasonable amount of time prior to the time of filing or submission of any document, a copy of each document to be filed or submitted. It is acknowledged and agreed that, unless required to ensure that Pubco the Consideration Shares and Option Shares are freely tradeable in Canada and that the Consideration Shares will not be “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act upon their issuance, subject to restrictions on transfers applicable to “affiliates” (as defined in Rule 405 under the U.S. Securities Act) of Eldorado following completion of the Arrangement, Eldorado shall not be required to file a prospectus or similar document or otherwise become subject to the securities Laws of any jurisdiction (other than in the case a Province of the Resulting Issuer, the Provinces of British Columbia, Alberta and Ontario and the United StatesCanada) in order to complete the Business CombinationArrangement. The Parties shall use their commercially reasonable efforts Eldorado may elect, at its sole discretion, to promptly make such securities and other regulatory filings in the United States States, Australia or other jurisdictions as may be necessary or, in their sole discretion, or desirable in connection with the completion of the Business CombinationArrangement. Each Party European Goldfields shall provide to the other Eldorado all information regarding the Party European Goldfields and its affiliates as required by applicable Securities Laws in connection with such filings. European Goldfields shall also use commercially reasonable efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial, technical or other expert information required to be included in such filings and to the identification in such filings of each such advisor.

Preparation of Filings. The Transacting Parties shall prepare, Pan American and the other Parties Minefinders shall co-operate and use their commercially reasonable commercial efforts in good faith to take, or cause to be taken, all reasonable actions in connection with any actions, including the preparation of Antitrust Filings and other orders, registrations, consents, filings, rulings, exemptions, no-action letters, circulars and approvals, including approvals required in connection with this Agreement, the Ancillary Agreements Agreement and the Business Combination Arrangement and the preparation of any required documents, in each case as reasonably necessary for the Parties to discharge their respective obligations under this Agreement, the Ancillary Agreements, the Business Combination Arrangement and the Plan of Arrangement, and to complete any of the transactions contemplated by this Agreement and the Ancillary AgreementsAgreement, including their obligations under applicable Laws. Verano shall prepare each of the Circular and Listing Statement and all other materials required to be filed with the CSE by Pubco. A Transacting Party shall furnish to the other Parties and their respective advisors for review and comment, a reasonable amount of time prior to the time of filing or submission of any document, a copy of each document to be filed or submitted. It is acknowledged and agreed that, unless required to ensure that Pubco (i) the Consideration Shares, Option Shares and Underlying Shares are freely tradeable in Canada, and (ii) that the Consideration Shares, the Option Shares and the Underlying Shares will not be “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act upon their issuance, Pan American shall not be required to file a prospectus prospectus, registration statement or similar document or otherwise become subject to the securities Laws of any jurisdiction (other than in the case of the Resulting Issuer, the Provinces of British Columbia, Alberta and Ontario and the United StatesStates and a Province of Canada) in order to complete the Business CombinationArrangement. The Parties shall use their commercially reasonable efforts Pan American may elect, at its sole discretion, to promptly make such securities and other regulatory filings in the United States States, including state “blue sky” securities laws or other jurisdictions as may be necessary or, in their sole discretion, or desirable in connection with the completion of the Business CombinationArrangement. Each Party Minefinders shall provide to the other Pan American all information regarding the Party Minefinders and its affiliates as required by applicable Securities Laws in connection with such filings. Minefinders shall also use commercially reasonable efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial, technical or other expert information required to be included in such filings and to the identification in such filings of each such advisor.

Preparation of Filings. The Transacting Parties shall prepare, Fortuna and the other Parties Goldrock shall co-operate and use their commercially reasonable commercial efforts in good faith to take, or cause to be taken, all reasonable actions in connection with actions, including the preparation of any applications for Regulatory Approvals and other orders, registrations, consents, filings, rulings, exemptions, no-action letters, circulars and approvals, including approvals required in connection with this Agreement, the Ancillary Agreements Agreement and the Business Combination Arrangement and the preparation of any required documents, in each case as reasonably necessary for the Parties to discharge their respective obligations under this Agreement, the Ancillary Agreements, the Business Combination Arrangement and the Plan of Arrangement, and to complete any of the transactions contemplated by this Agreement and the Ancillary AgreementsAgreement, including their obligations under applicable Laws. Verano shall prepare each of the Circular and Listing Statement and all other materials required to be filed with the CSE by Pubco. A Transacting Party shall furnish to the other Parties and their respective advisors for review and comment, a reasonable amount of time prior to the time of filing or submission of any document, a copy of each document to be filed or submitted. It is acknowledged and agreed that, unless required to ensure that Pubco the Consideration Shares are freely tradeable in Canada and that the Consideration Shares will not be "restricted securities" within the meaning of Rule 144 under the U.S. Securities Act upon their issuance, subject to restrictions on transfers applicable to "affiliates" (as defined in Rule 405 under the U.S. Securities Act) of Fortuna following completion of the Arrangement, Fortuna shall not be required to file a prospectus or similar document or otherwise become subject to the securities Laws of any jurisdiction (other than in the case a province of the Resulting Issuer, the Provinces of British Columbia, Alberta and Ontario and the United StatesCanada where Fortuna currently is a reporting issuer) in order to complete the Business CombinationArrangement. The Parties shall use their commercially reasonable efforts Fortuna may elect, at its sole discretion, to promptly make such securities and other regulatory filings in the United States or other jurisdictions as may be necessary or, in their sole discretion, or desirable in connection with the completion of the Business CombinationArrangement. Each Party Goldrock shall provide to the other Fortuna all information regarding the Party Goldrock and its affiliates as required by applicable Securities Laws in connection with such filings. Goldrock shall also use commercially reasonable efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial, technical or other expert information required to be included in such filings and to the identification in such filings of each such advisor.

Preparation of Filings. The Transacting Parties shall prepare, Kinross and the other Parties Red Back shall co-operate and use their commercially reasonable commercial efforts in good faith to take, or cause to be taken, all reasonable actions in connection with actions, including the preparation of any applications for Regulatory Approvals and other orders, registrations, consents, filings, rulings, exemptions, no-action letters, circulars and approvals, including approvals required in connection with this Agreement, the Ancillary Agreements Agreement and the Business Combination Arrangement and the preparation of any required documents, in each case as reasonably necessary for the Parties to discharge their respective obligations under this Agreement, the Ancillary Agreements, the Business Combination Arrangement and the Plan of Arrangement, and to complete any of the transactions contemplated by this Agreement and the Ancillary AgreementsAgreement, including their obligations under applicable Laws. Verano shall prepare each of the Circular and Listing Statement and all other materials required to be filed with the CSE by Pubco. A Transacting Party shall furnish to the other Parties and their respective advisors for review and comment, a reasonable amount of time prior to the time of filing or submission of any document, a copy of each document to be filed or submitted. It is acknowledged and agreed that, unless required to ensure that Pubco the Consideration Shares, Warrants, Warrant Shares and Option Shares are freely tradeable in Canada and that the Consideration Shares and Warrants will not be “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act upon their issuance, Kinross shall not be required to file a prospectus or similar document or otherwise become subject to the securities Laws of any jurisdiction (other than in the case a Province of the Resulting Issuer, the Provinces of British Columbia, Alberta and Ontario and the United StatesCanada) in order to complete the Business CombinationArrangement, and provided that if the delivery of a Warrant to any Red Back Shareholder who is in the United States would not be exempt from the registration or qualification requirements of any applicable state “blue sky” securities laws, Kinross may make arrangements for the disposition of the Warrants otherwise deliverable to all such Red Back Shareholders on their behalf, and the Consideration to be received by such Red Back Shareholders will consist of the number of Kinross Shares to which they are otherwise entitled together with their proportionate entitlement to the net proceeds of the disposition of all such Warrants. The Parties shall use their commercially reasonable efforts Kinross may elect, at its sole discretion, to promptly make such securities and other regulatory filings in the United States or other jurisdictions as may be necessary or, in their sole discretion, or desirable in connection with the completion of the Business CombinationArrangement. Each Party Red Back shall provide to the other Kinross all information regarding the Party Red Back and its affiliates as required by applicable Securities Laws in connection with such filings. Red Back shall also use commercially reasonable efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial, technical or other expert information required to be included in such filings and to the identification in such filings of each such advisor.

Preparation of Filings. The Transacting Parties shall prepare, (a) Excellon and the other Parties Xxxx shall co-operate and use their commercially reasonable commercial efforts in good faith to take, or cause to be taken, all reasonable actions in connection with actions, including the preparation of any applications for regulatory approvals and other orders, registrations, consents, filings, rulings, exemptions, no-action letters, circulars and approvals, including approvals required in connection with this Agreement, the Ancillary Agreements Agreement and the Business Combination Arrangement and the preparation of any required documents, in each case as reasonably necessary for the Parties to discharge their respective obligations under this Agreement, the Ancillary Agreements, the Business Combination Arrangement and the Plan of Arrangement, and to complete any of the transactions contemplated by this Agreement and the Ancillary AgreementsAgreement, including their obligations under applicable Laws. Verano shall prepare each of the Circular and Listing Statement and all other materials required to be filed with the CSE by Pubco. A Transacting Party shall furnish to the other Parties and their respective advisors for review and comment, a reasonable amount of time prior to the time of filing or submission of any document, a copy of each document to be filed or submitted. It is acknowledged and agreed that, unless required to ensure that Pubco the Share Consideration shares are freely tradeable in Canada and that the Share Consideration shares will not be subject to transfer restrictions under the 1933 Act upon their issuance, except for Share Consideration shares that are held by "affiliates", as defined in Rule 405 of the 1933 Act, of Excellon, Excellon shall not be required to file a prospectus or similar document or otherwise become subject to the securities Laws of any jurisdiction (other than in the case a Province of the Resulting Issuer, the Provinces of British Columbia, Alberta and Ontario and the United StatesCanada) in order to complete the Business CombinationArrangement. The Parties shall use their commercially reasonable efforts Excellon may elect to promptly make such securities and other regulatory filings in the United States or other jurisdictions as may be reasonably necessary or, in their sole discretion, or desirable in connection with the completion of the Business CombinationArrangement. Each Party Xxxx shall provide to the other Excellon all information regarding the Party Xxxx and its affiliates as required by applicable Securities securities Laws in connection with such filings. Xxxx shall also use commercially reasonable efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial, technical or other expert information required to be included in such filings and to the identification in such filings of each such advisor.

Preparation of Filings. The Transacting Parties shall prepare, and the other Parties shall co-operate and use their commercially reasonable efforts to take, or cause to be taken, all reasonable actions in connection with any orders, registrations, consents, filings, rulings, exemptions, no-action letters, circulars and approvals, including this Agreement, the Ancillary Agreements Xxxxx Support Agreement and the Business Combination and the preparation of any required documents, in each case as reasonably necessary for the Parties to discharge their respective obligations under this Agreement, the Ancillary Agreements, Xxxxx Support Agreement and the Business Combination and the Plan of ArrangementCombination, and to complete any of the transactions contemplated by this Agreement and the Ancillary AgreementsXxxxx Support Agreement, including their obligations under applicable Laws. Verano Xxxxx shall prepare each of the Circular and Listing Statement and all other materials required to be filed with the CSE by Pubco. A Transacting Party shall furnish to the other Parties and their respective advisors for review and comment, a reasonable amount of time prior to the time of filing or submission of any document, a copy of each document to be filed or submitted. It is acknowledged and agreed that Pubco shall not be required to file a prospectus or similar document or otherwise become subject to the securities Laws of any jurisdiction (other than in the case of the Resulting Issuer, the Provinces of British Columbia, Columbia and Alberta and Ontario and the United States) in order to complete the Business Combination. The Parties shall use their commercially reasonable efforts to promptly make such securities and other regulatory filings in the United States or other jurisdictions as may be necessary or, in their sole discretion, desirable advisable in connection with the completion of the Business Combination. Each Party shall provide to the other all information regarding the Party and its affiliates as required by applicable Securities Laws in connection with such filings.

Preparation of Filings. The Transacting Parties shall prepare, Endeavour and the other Parties Avion shall co-operate and use their commercially reasonable commercial efforts in good faith to take, or cause to be taken, all reasonable actions in connection with actions, including the preparation of any applications for Regulatory Approvals and other orders, registrations, consents, filings, rulings, exemptions, no-action letters, circulars and approvals, including approvals required in connection with this Agreement, the Ancillary Agreements Agreement and the Business Combination Arrangement and the preparation of any required documents, in each case as reasonably necessary for the Parties to discharge their respective obligations under this Agreement, the Ancillary Agreements, the Business Combination Arrangement and the Plan of Arrangement, and to complete any of the transactions contemplated by this Agreement and the Ancillary AgreementsAgreement, including their obligations under applicable Laws. Verano shall prepare each of the Circular and Listing Statement and all other materials required to be filed with the CSE by Pubco. A Transacting Party shall furnish to the other Parties and their respective advisors for review and comment, a reasonable amount of time prior to the time of filing or submission of any document, a copy of each document to be filed or submitted. It is acknowledged and agreed that, unless required to ensure that Pubco the Consideration Shares and Option Shares are freely tradeable in Canada and that the Consideration Shares will not be “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act upon their issuance, subject to restrictions on transfers applicable to “affiliates” (as defined in Rule 405 under the U.S. Securities Act) of Endeavour following completion of the Arrangement, Endeavour shall not be required to file a prospectus or similar document or otherwise become subject to the securities Laws of any jurisdiction (other than in the case a Province of the Resulting Issuer, the Provinces of British Columbia, Alberta and Ontario and the United StatesCanada where Endeavour currently is a reporting issuer) in order to complete the Business CombinationArrangement. The Parties shall use their commercially reasonable efforts Endeavour may elect, at its sole discretion, to promptly make such securities and other regulatory filings in the United States States, Australia or other jurisdictions as may be necessary or, in their sole discretion, or desirable in connection with the completion of the Business CombinationArrangement. Each Party Avion shall provide to the other Endeavour all information regarding the Party Avion and its affiliates as required by applicable Securities Laws in connection with such filings. Avion shall also use commercially reasonable efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial, technical or other expert information required to be included in such filings and to the identification in such filings of each such advisor.

Preparation of Filings. The Transacting Parties shall prepare, Endeavour and the other Parties True Gold shall co-operate and use their commercially reasonable commercial efforts in good faith to take, or cause to be taken, all reasonable actions in connection with actions, including the preparation of any applications for Regulatory Approvals and other orders, registrations, consents, filings, rulings, exemptions, no-action letters, circulars and approvals, including approvals required in connection with this Agreement, the Ancillary Agreements Agreement and the Business Combination Arrangement and the preparation of any required documents, in each case as reasonably necessary for the Parties to discharge their respective obligations under this Agreement, the Ancillary Agreements, the Business Combination Arrangement and the Plan of Arrangement, and to complete any of the transactions contemplated by this Agreement and the Ancillary AgreementsAgreement, including their obligations under applicable Laws. Verano shall prepare each of the Circular and Listing Statement and all other materials required to be filed with the CSE by Pubco. A Transacting Party shall furnish to the other Parties and their respective advisors for review and comment, a reasonable amount of time prior to the time of filing or submission of any document, a copy of each document to be filed or submitted. It is acknowledged and agreed that, unless required to ensure that Pubco the Consideration Shares are freely tradeable in Canada and that the Consideration Shares will not be "restricted securities" within the meaning of Rule 144 under the U.S. Securities Act upon their issuance, subject to restrictions on transfers applicable to "affiliates" (as defined in Rule 405 under the U.S. Securities Act) of Endeavour following completion of the Arrangement, Endeavour shall not be required to file a prospectus or similar document or otherwise become subject to the securities Laws of any jurisdiction (other than in the case a province of the Resulting Issuer, the Provinces of British Columbia, Alberta and Ontario and the United StatesCanada where Endeavour currently is a reporting issuer) in order to complete the Business CombinationArrangement. The Parties shall use their commercially reasonable efforts Endeavour may elect, at its sole discretion, to promptly make such securities and other regulatory filings in the United States or other jurisdictions as may be necessary or, in their sole discretion, or desirable in connection with the completion of the Business CombinationArrangement. Each Party True Gold shall provide to the other Endeavour all information regarding the Party True Gold and its affiliates as required by applicable Securities Laws in connection with such filings. True Gold shall also use commercially reasonable efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial, technical or other expert information required to be included in such filings and to the identification in such filings of each such advisor.

Preparation of Filings. The Transacting Parties shall prepare, Auryn and the other Parties Eastmain shall co-operate and use their commercially reasonable efforts to take, or cause to be taken, all reasonable actions in connection with actions, including the preparation of any applications for Regulatory Approvals and other orders, registrations, consents, filings, rulings, exemptions, no-action letters, circulars and approvals, including approvals required in connection with this Agreement, the Ancillary Agreements Agreement and the Business Combination Eastmain Arrangement and the preparation of any required documents, in each case as reasonably necessary for the Parties to discharge their respective obligations under this Agreement, the Ancillary Agreements, the Business Combination and the Plan of Arrangement, and to complete any of the transactions contemplated by this Agreement and the Ancillary AgreementsAgreement, including their obligations under applicable Laws. Verano shall prepare each of the Circular and Listing Statement and all other materials required to be filed with the CSE by Pubco. A Transacting Party shall furnish to the other Parties and their respective advisors for review and comment, a reasonable amount of time prior to the time of filing or submission of any document, a copy of each document to be filed or submitted. It is acknowledged and agreed that, unless required to ensure that Pubco the New Auryn Shares are freely tradeable in Canada and that the New Auryn Shares and New Auryn Replacement Options will not be “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act upon their issuance (other than in the case of those persons who will be affiliates of New Auryn who shall be subject to certain restrictions on resale under the United States securities Laws, including Rule 144 under the U.S. Securities Act), Auryn shall not be required to file a prospectus or similar document or otherwise become subject to the securities Securities Laws of any jurisdiction (other than in the case a Province of the Resulting Issuer, the Provinces of British Columbia, Alberta and Ontario and the United StatesCanada) in order to complete the Business CombinationEastmain Arrangement. The Parties shall use their commercially reasonable efforts Auryn may elect, at its sole discretion, to promptly make such securities and other regulatory filings in the United States or other jurisdictions as may be necessary or, in their sole discretion, or desirable in connection with the completion of the Business CombinationEastmain Arrangement. Each Party Eastmain shall provide to the other Auryn all information regarding the Party Eastmain and its affiliates as required by applicable Securities Laws in connection with such filings. Eastmain shall also use commercially reasonable efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial, technical or other expert information required to be included in such filings and to the identification in such filings of each such advisor.