Common use of Withholding and Sale Rights Clause in Contracts

Withholding and Sale Rights. Each of First Majestic and the Depositary shall be entitled to deduct and withhold from (i) any First Majestic Shares or other consideration otherwise issuable or payable pursuant to this Plan of Arrangement to any holder of Silvermex Shares, or (ii) any dividend or consideration otherwise payable to any holder of Silvermex Shares or First Majestic Shares such amounts as First Majestic or the Depositary, respectively, is required to deduct and withhold with respect to such issuance or payment, as the case may be, under the ITA, the U.S. Internal Revenue Code or any provision of provincial, state, local or foreign tax law, in each case as amended. To the extent that the amount so required to be deducted or withheld from the First Majestic Shares, dividends or consideration otherwise issuable or payable to a holder exceeds the cash portion of the consideration otherwise payable to such holder, each of First Majestic and the Depositary is hereby authorized to sell or otherwise dispose of, at such times and at such prices as it determines, in its sole discretion, such portion of the First Majestic Shares otherwise issuable or payable to such holder as is necessary to provide sufficient funds to First Majestic or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement, and shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale or disposition (after deducting applicable sale commissions and any other reasonable expenses relating thereto) in lieu of the First Majestic Shares or other consideration so sold or disposed of. To the extent that amounts are so withheld or First Majestic Shares or other consideration are so sold or disposed of, such withheld amounts, or shares or other consideration so sold or disposed of, shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction, withholding, sale or disposition was made, provided that such withheld amounts, or the net proceeds of such sale or disposition, as the case may be, are actually remitted to the appropriate taxing authority. Neither of First Majestic or the Depositary shall be obligated to seek or obtain a minimum price for any of the First Majestic Shares or other consideration sold or disposed of by it hereunder, nor shall any of them be liable for any loss arising out of any such sale or disposition.

Withholding and Sale Rights. Each of First Majestic enCore and the Depositary shall Depositary, as the case may be, will be entitled to deduct and withhold from (i) any First Majestic Shares or other consideration otherwise issuable or payable pursuant to this Plan of Arrangement to any holder of Silvermex Shares, or (ii) any dividend or consideration otherwise payable to any holder of Silvermex Shares or First Majestic Shares such person hereunder all amounts as First Majestic that enCore or the Depositary, respectivelyas the case may be, is required to deduct and withhold with respect to such issuance or payment, as the case may be, that payment under the ITATax Act, the U.S. United States Internal Revenue Code of 1986, in each case as amended, or any applicable provision of federal, provincial, territorial, state, local or foreign tax law, in each case as amendedand to remit such withheld amounts to the relevant taxation authorities. To the extent that the amount amounts are so required to withheld, those withheld amounts will be deducted or withheld from the First Majestic Shares, dividends or consideration otherwise issuable or payable to a holder exceeds the cash portion treated for all purposes of the consideration otherwise payable this Arrangement as having been paid to such holderperson in respect of which that deduction and withholding was made, each provided that those withheld amounts are actually remitted to the appropriate taxation authority. Either of First Majestic enCore and the Depositary is hereby authorized to sell or otherwise dispose of, at such times and at such prices as it determines, in its sole discretion, such portion of the First Majestic Consideration Shares otherwise issuable or payable to such holder as is necessary to provide sufficient funds to First Majestic enCore or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement, and shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale or disposition (after deducting applicable sale commissions and any other reasonable expenses relating thereto) in lieu of the First Majestic Consideration Shares or other consideration so sold or disposed of. To the extent that amounts are so withheld or First Majestic Consideration Shares or other consideration are so sold or disposed of, such withheld amounts, amounts or shares or other consideration so sold or disposed of, shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction, withholding, sale or disposition was made, provided that such withheld amounts, or the net proceeds of such sale or disposition, as the case may be, are actually remitted to the appropriate taxing authority. Neither of First Majestic or enCore nor the Depositary Depositary, as the case may be, shall be obligated to seek or obtain a minimum price for any of the First Majestic Consideration Shares or other consideration sold or disposed of by it hereunder, nor shall any of them be liable for any loss arising out of any such sale or disposition.

Withholding and Sale Rights. Each of First Majestic Subco, Coeur and the Depositary shall be entitled to deduct and withhold from (iA) any First Majestic Coeur Shares or Coeur Warrants or other consideration otherwise issuable or payable pursuant to this Plan of Arrangement to any holder of Silvermex Orko Shares, or (iiB) any dividend or consideration otherwise payable to any holder of Silvermex Orko Shares, Coeur Shares or First Majestic Shares Coeur Warrants such amounts as First Majestic Subco, Coeur or the Depositary, respectively, is required to deduct and withhold with respect to such issuance or payment, as the case may be, under the ITA, the U.S. Internal Revenue Code or any provision of provincial, state, local or foreign tax law, in each case as amended. To the extent that the amount so required to be deducted or withheld from the First Majestic Coeur Shares, Coeur Warrants, dividends or consideration otherwise issuable or payable to a holder exceeds the cash portion of the consideration otherwise payable to such holder, each of First Majestic Subco, Coeur and the Depositary is hereby authorized to sell or otherwise dispose of, at such times and at such prices as it determines, in its sole discretion, such portion of the First Majestic Shares Coeur Shares, Coeur Warrants otherwise issuable or payable to such holder as is necessary to provide sufficient funds to First Majestic Subco, Coeur or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement, and shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale or disposition (after deducting applicable sale commissions and any other reasonable expenses relating thereto) in lieu of the First Majestic Shares Coeur Shares, Coeur Warrants or other consideration so sold or disposed of. To the extent that amounts are so withheld or First Majestic Shares Coeur Shares, Coeur Warrants or other consideration are so sold or disposed of, such withheld amounts, or shares or warrants or other consideration so sold or disposed of, shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction, withholding, sale or disposition was made, provided that such withheld amounts, or the net proceeds of such sale or disposition, as the case may be, are actually remitted to the appropriate taxing authority. Neither None of First Majestic Subco, Coeur or the Depositary shall be obligated to seek or obtain a minimum price for any of the First Majestic Shares Coeur Shares, Coeur Warrants or other consideration sold or disposed of by it hereunder, nor shall any of them be liable for any loss arising out of any such sale or disposition.

Withholding and Sale Rights. Each Any of First Majestic the Parties and the Depositary shall be entitled to deduct and withhold from (i) any First Majestic Shares or other consideration otherwise issuable or payable pursuant to this Plan of Arrangement to any holder of Silvermex SharesPrimero Securities, or (ii) any dividend or consideration otherwise payable to any holder of Silvermex Shares or First Majestic Shares such amounts as First Majestic or the Depositary, respectively, is required to deduct and withhold with respect to such issuance or payment, as the case may be, under the ITA, the U.S. Internal Revenue Code or any provision of provincial, state, local or foreign tax law, in each case as amended. To the extent that the If any amount so is required to be deducted or withheld from the First Majestic Shares, dividends or consideration Shares otherwise issuable or payable to a holder exceeds the cash portion of the consideration otherwise payable to such holder, each of First Majestic and the Depositary is hereby authorized to sell or otherwise dispose of, at such times and at such prices as it determines, in its sole discretion, such portion of the First Majestic Shares Shares, otherwise issuable or payable to such holder as is necessary to provide sufficient funds to First Majestic or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement, and shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale or disposition (after deducting applicable sale commissions and any other reasonable expenses relating thereto) in lieu of the First Majestic Shares or other consideration so sold or disposed of. To the extent that amounts are so withheld or First Majestic Shares or other consideration are so sold or disposed of, such withheld amounts, or shares or other consideration so sold or disposed of, shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction, withholding, sale or disposition was made, provided that such withheld amounts, or the net proceeds of such sale or disposition, as the case may be, are actually remitted to the appropriate taxing authority. Neither of First Majestic or nor the Depositary shall be obligated to seek or obtain a minimum price for any of the First Majestic Shares or other consideration sold or disposed of by it hereunder, nor shall any of them be liable for any loss arising out of any such sale or disposition.

Withholding and Sale Rights. Each Any of First Majestic the Parties and the Depositary shall be entitled to deduct and withhold from (i) any First Majestic Shares or other consideration otherwise issuable or payable pursuant to this Plan of Arrangement to any holder of Silvermex SilverCrest Shares (for greater certainty, including the distribution of the SpinCo Shares), or (ii) any dividend or consideration otherwise payable to any holder of Silvermex First Majestic Shares or First Majestic SpinCo Shares such amounts as First Majestic Majestic, SpinCo or the Depositary, respectively, is required to deduct and withhold with respect to such issuance or payment, as the case may be, under the ITA, the U.S. Internal Revenue Code or any provision of provincial, state, local or foreign tax law, in each case as amended. To the extent that the amount so required to be deducted or withheld from the First Majestic Shares, the SpinCo Shares, dividends or consideration otherwise issuable or payable to a holder exceeds the cash portion of the consideration otherwise payable to such holder, each of First Majestic Majestic, SpinCo and the Depositary is hereby authorized to sell or otherwise dispose of, at such times and at such prices as it determines, in its sole discretion, such portion of the First Majestic Shares or the SpinCo Shares, as the case may be, otherwise issuable or payable to such holder as is necessary to provide sufficient funds to First Majestic Majestic, SpinCo or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement, and shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale or disposition (after deducting applicable sale commissions and any other reasonable expenses relating thereto) in lieu of the First Majestic Shares, SpinCo Shares or other consideration so sold or disposed of. To the extent that amounts are so withheld or First Majestic Shares, SpinCo Shares or other consideration are so sold or disposed of, such withheld amounts, or shares or other consideration so sold or disposed of, shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction, withholding, sale or disposition was made, provided that such withheld amounts, or the net proceeds of such sale or disposition, as the case may be, are actually remitted to the appropriate taxing authority. Neither None of First Majestic Majestic, SpinCo or the Depositary shall be obligated to seek or obtain a minimum price for any of the First Majestic Shares or the SpinCo Shares or other consideration sold or disposed of by it hereunder, nor shall any of them be liable for any loss arising out of any such sale or disposition.

Withholding and Sale Rights. Each of First Majestic and the Depositary Amalco shall be entitled to deduct and withhold from (i) any First Majestic Amalco Shares or other consideration otherwise issuable or payable pursuant to this Plan of Arrangement to any holder of Silvermex Ravencrest Shares or River Wild Shares, or (ii) any dividend or consideration otherwise payable to any holder of Silvermex Ravencrest Shares, River Wild Shares or First Majestic Amalco Shares such amounts as First Majestic or the Depositary, respectively, Amalco is required to deduct and withhold with respect to such issuance or payment, as the case may be, under the ITA, the U.S. United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended. To the extent that the amount so required to be deducted or withheld from the First Majestic Amalco Shares, dividends or consideration otherwise issuable or payable to a holder exceeds the cash portion of the consideration otherwise payable to such holder, each of First Majestic and the Depositary Amalco is hereby authorized to sell or otherwise dispose of, at such times and at such prices as it determines, in its sole discretion, such portion of the First Majestic Amalco Shares otherwise issuable or payable to such holder as is necessary to provide sufficient funds to First Majestic or the Depositary, as the case may be, Amalco to enable it to comply with such deduction or withholding requirement, and shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale or disposition (after deducting applicable sale commissions and any other reasonable expenses relating thereto) in lieu of the First Majestic Amalco Shares or other consideration so sold or disposed of. To the extent that amounts are so withheld or First Majestic Amalco Shares or other consideration are so sold or disposed of, such withheld amounts, or shares or other consideration so sold or disposed of, shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction, withholding, sale or disposition was made, provided that such withheld amounts, or the net proceeds of such sale or disposition, as the case may be, are actually remitted to the appropriate taxing authority. Neither of First Majestic or the Depositary Amalco shall not be obligated to seek or obtain a minimum price for any of the First Majestic Amalco Shares or other consideration sold or disposed of by it hereunder, nor shall any of them it be liable for any loss arising out of any such sale or disposition.

Withholding and Sale Rights. Each of First Majestic Majestic, Newco and the Depositary shall be entitled to deduct and withhold from (i) any First Majestic Shares, Newco Shares or other consideration otherwise issuable or payable pursuant to this Plan of Arrangement to any holder of Silvermex Normabec Shares, or (ii) any dividend or consideration otherwise payable to any holder of Silvermex Normabec Shares, First Majestic Shares or First Majestic Newco Shares such amounts as First Majestic Majestic, Newco or the Depositary, respectively, is required to deduct and withhold with respect to such issuance or payment, as the case may be, under the ITA, the U.S. United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended. To the extent that the amount so required to be deducted or withheld from the First Majestic Shares, Newco Shares, dividends or consideration otherwise issuable or payable to a holder exceeds the cash portion of the consideration otherwise payable to such holder, each of First Majestic Majestic, Newco and the Depositary is hereby authorized to sell or otherwise dispose of, at such times and at such prices as it determines, in its sole discretion, such portion of the First Majestic Shares or Newco Shares otherwise issuable or payable to such holder as is necessary to provide sufficient funds to First Majestic Majestic, Newco or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement, and shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale or disposition (after deducting applicable sale commissions and any other reasonable expenses relating thereto) in lieu of the First Majestic Shares, Newco Shares or other consideration so sold or disposed of. To the extent that amounts are so withheld or First Majestic Shares or Newco Shares or other consideration are so sold or disposed of, such withheld amounts, or shares or other consideration so sold or disposed of, shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction, withholding, sale or disposition was made, provided that such withheld amounts, or the net proceeds of such sale or disposition, as the case may be, are actually remitted to the appropriate taxing authority. Neither None of First Majestic Majestic, Newco or the Depositary shall be obligated to seek or obtain a minimum price for any of the First Majestic Shares, Newco Shares or other consideration sold or disposed of by it hereunder, nor shall any of them be liable for any loss arising out of any such sale or disposition.

Withholding and Sale Rights. Each of First Majestic and the Depositary shall be entitled to deduct and withhold from (i) any First Majestic Shares or other consideration otherwise issuable or payable pursuant to this Plan of Arrangement to any holder of Silvermex Orko Shares, or (ii) any dividend or consideration otherwise payable to any holder of Silvermex Orko Shares or First Majestic Shares such amounts as First Majestic or the Depositary, respectively, is required to deduct and withhold with respect to such issuance or payment, as the case may be, under the ITA, the U.S. Internal Revenue Code or any provision of provincial, state, local or foreign tax law, in each case as amended. To the extent that the amount so required to be deducted or withheld from the First Majestic Shares, dividends or consideration otherwise issuable or payable to a holder exceeds the cash portion of the consideration otherwise payable to such holder, each of First Majestic and the Depositary is hereby authorized to sell or otherwise dispose of, at such times and at such prices as it determines, in its sole discretion, such portion of the First Majestic Shares otherwise issuable or payable to such holder as is necessary to provide sufficient funds to First Majestic or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement, and shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale or disposition (after deducting applicable sale commissions and any other reasonable expenses relating thereto) in lieu of the First Majestic Shares or other consideration so sold or disposed of. To the extent that amounts are so withheld or First Majestic Shares or other consideration are so sold or disposed of, such withheld amounts, or shares or other consideration so sold or disposed of, shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction, withholding, sale or disposition was made, provided that such withheld amounts, or the net proceeds of such sale or disposition, as the case may be, are actually remitted to the appropriate taxing authority. Neither of First Majestic or the Depositary shall be obligated to seek or obtain a minimum price for any of the First Majestic Shares or other consideration sold or disposed of by it hereunder, nor shall any of them be liable for any loss arising out of any such sale or disposition.

Withholding and Sale Rights. Each of First Majestic Exchangeco, Newco, Redback and the Depositary shall be entitled to deduct and withhold from (i) any First Majestic Redback Common Shares or other consideration otherwise issuable or payable pursuant to this Plan of Arrangement to any holder of Silvermex SharesAbatis Shares who is not a Canadian Resident, or (ii) any dividend or consideration otherwise payable to any holder of Silvermex Abatis Shares, Redback Common Shares or First Majestic Shares Exchangeable Shares, such amounts as First Majestic Exchangeco, Newco, Redback or the Depositary, respectively, is required to deduct and withhold with respect to such issuance or payment, as the case may be, under the ITA, the U.S. United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended. To the extent that the amount so required to be deducted or withheld from the First Majestic Redback Common Shares, dividends or consideration otherwise issuable or payable to a holder exceeds the cash portion of the consideration otherwise payable to such holder, each of First Majestic Exchangeco, Newco, Redback and the Depositary is hereby authorized to sell or otherwise dispose of, at such times and at such prices as it determines, in its sole discretion, such portion of the First Majestic Redback Common Shares or other non-cash consideration otherwise issuable or payable to such holder as is necessary to provide sufficient funds to First Majestic Exchangeco, Newco, Redback or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement, and shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale or disposition (after deducting applicable sale commissions and any other reasonable expenses relating thereto) in lieu of the First Majestic Redback Common Shares or other consideration so sold or disposed of. To the extent that amounts are so withheld or First Majestic Redback Common Shares or other consideration are so sold or disposed of, such withheld amounts, or shares or other consideration so sold or disposed of, shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction, withholding, sale or disposition was made, provided that such withheld amounts, or the net proceeds of such sale or disposition, as the case may be, are actually remitted to the appropriate taxing authority. Neither None of First Majestic Exchangeco, Newco, Redback or the Depositary shall be obligated to seek or obtain a minimum price for any of the First Majestic Redback Common Shares or other consideration sold or disposed of by it hereunder, nor shall any of them be liable for any loss arising out of any such sale or disposition.

Withholding and Sale Rights. Each of First Majestic Mining, SpinCo and the Depositary shall be entitled to deduct and withhold from (i) any First Majestic Mining Shares, SpinCo Shares or other consideration otherwise issuable or payable pursuant to this Plan of Arrangement to any holder of Silvermex Gold Canyon Common Shares, or (ii) any dividend or consideration otherwise payable to any holder of Silvermex Gold Canyon Common Shares, First Mining Shares or First Majestic SpinCo Shares such amounts as First Majestic Mining, SpinCo or the Depositary, respectively, is required to deduct and withhold with respect to such issuance or payment, as the case may be, under the ITA, the U.S. United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended. To the extent that the amount so required to be deducted or withheld from the First Majestic Mining Shares, SpinCo Shares, dividends or consideration otherwise issuable or payable to a holder exceeds the cash portion of the consideration otherwise payable to such holder, each of First Majestic Mining, SpinCo and the Depositary is hereby authorized to sell or otherwise dispose of, at such times and at such prices as it determines, in its sole discretion, such portion of the First Majestic Mining Shares or SpinCo Shares otherwise issuable or payable to such holder as is necessary to provide sufficient funds to First Majestic Mining, SpinCo or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement, and shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale or disposition (after deducting applicable sale commissions and any other reasonable expenses relating thereto) in lieu of the First Majestic Mining Shares, SpinCo Shares or other consideration so sold or disposed of. To the extent that amounts are so withheld or First Majestic Mining Shares or SpinCo Shares or other consideration are so sold or disposed of, such withheld amounts, or shares or other consideration so sold or disposed of, shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction, withholding, sale or disposition was made, provided that such withheld amounts, or the net proceeds of such sale or disposition, as the case may be, are actually remitted to the appropriate taxing authority. Neither None of First Majestic Mining, SpinCo or the Depositary shall be obligated to seek or obtain a minimum price for any of the First Majestic Mining Shares, SpinCo Shares or other consideration sold or disposed of by it hereunder, nor shall any of them be liable for any loss arising out of any such sale or disposition.