OF COMMON STOCK OR OTHER SECURITIES OF
GOLDEN MINERALS WILL BECOME OR BE EXCHANGED FOR SECURITIES OF ANOTHER PERSON, OR
(II) THE ISSUANCE OF COMMON STOCK OR OTHER SECURITIES OF GOLDEN MINERALS IN
CONSIDERATION OF A TRANSFER OF ASSETS OF ANOTHER PERSON TO GOLDEN MINERALS OR
ONE OF ITS AFFILIATES; OR
(E)
ANY ISSUANCE OR PROPOSED ISSUANCE OF COMMON STOCK, OTHER THAN THE
INITIAL PUBLIC OFFERING, DISCLOSED IN WRITING BY THE COMPANY PRIOR THE DATE OF
THIS AGREEMENT.
"Expiration Date" has the meaning specified in Section 5.4.
"GAAP" means United States generally accepted accounting principles.
"Golden Minerals" has the meaning specified in the preamble.
"Golden Minerals Shares" has the meaning specified in Section 1.2(a).
"Golden Minerals Warrant" has the meaning specified in Section 1.2(b).
"Governmental Body" means any foreign, federal, state, local or other
governmental authority or regulatory body.
"Hochschild" has the meaning specified in the recitals.
"Laws" means any foreign, federal, state and local laws, statutes, regulations,
rules, codes or ordinances enacted, adopted, issued or promulgated by any
Governmental Body or common law.
"MEQ Shares" has the meaning specified in the recitals.
"Minera El Quevar Concessions" has the meaning specified in Article VII.
"New Shares" has the meaning specified in Section 5.1.
16
"Person" means any individual, corporation, partnership, joint venture, limited
liability company, association, joint-stock company, trust, unincorporated
organization or Governmental Body.
"SEC" means the Securities and Exchange Comission
"SEC Reports" has the meaning specified in Section 4.8.
"Securities Act" means the U.S. Securities Act of 1933, as amended, together
with the rules and regulations promulgated thereunder.
"Seller" has the meaning specified in the preamble.
"Seller's Pro Rata Ownership" means, at any point in time, that percentage
obtained by dividing (i) the total number of shares of Common Stock beneficially
owned by Seller, as of such point in time (not including unissued shares which
may be issued upon exercise of outstanding warrants, option, rights or other
convertible securities), by (ii) the total number of shares of Common Stock
outstanding as of such point in time (as reasonably calculated based upon all
available information).
"Silex Argentina" has the meaning specified in the recitals.
10.2.
INTERPRETATION.
AS USED IN THIS AGREEMENT, THE WORD "INCLUDING"
MEANS WITHOUT LIMITATION, THE WORD "OR" IS NOT EXCLUSIVE AND THE WORDS "HEREIN",
"HEREOF", "HEREBY", "HERETO" AND "HEREUNDER" REFER TO THIS AGREEMENT AS A
WHOLE.
UNLESS THE CONTEXT OTHERWISE REQUIRES, REFERENCES HEREIN:
(I) TO
ARTICLES, SECTIONS AND EXHIBITS MEAN THE ARTICLES AND SECTIONS OF AND THE
EXHIBITS ATTACHED TO THIS AGREEMENT; (II) TO AN AGREEMENT, INSTRUMENT OR OTHER
DOCUMENT MEANS SUCH AGREEMENT, INSTRUMENT OR OTHER DOCUMENT AS AMENDED,
SUPPLEMENTED AND MODIFIED FROM TIME TO TIME TO THE EXTENT PERMITTED BY THE
PROVISIONS THEREOF AND BY THIS AGREEMENT; AND (III) TO A STATUTE MEANS SUCH
STATUTE AS AMENDED FROM TIME TO TIME AND INCLUDES ANY SUCCESSOR LEGISLATION
THERETO.
THE EXHIBITS REFERRED TO HEREIN SHALL BE CONSTRUED WITH AND AS AN
INTEGRAL PART OF THIS AGREEMENT TO THE SAME EXTENT AS IF THEY WERE SET FORTH
VERBATIM