Common use of Alternative Transaction Clause in Contracts

Alternative Transaction. In the event that, in lieu of the Arrangement, the Purchaser seeks to complete the acquisition of the Company Shares other than as contemplated by the Arrangement Agreement on a basis that (a) provides for economic terms which, in relation to the Shareholder, on an after-tax basis, are at least equivalent to or better than those contemplated by the Arrangement Agreement taking into account the Intended Tax Treatment, (b) would not likely result in a delay or time to completion beyond the Voting Support Outside Date, and (c) is otherwise on terms and conditions not materially more onerous on the Shareholder than the Arrangement (including any take-over bid) any such transaction, an “Alternative Transaction”), then during the term of this Agreement the Shareholder may, on its own accord, and shall, upon written request of the Purchaser, support the completion of such Alternative Transaction in the same manner as the Arrangement in accordance with the terms and conditions of this Agreement mutatis mutandis, including by (A) depositing or causing the deposit of its Subject Shares (including any Company Shares issued or issuable upon the exercise, conversion or vesting, as applicable, of any Company Options, Company Compensation Options or Company RSUs) into an Alternative Transaction conducted by way of a take-over bid made by the Purchaser or an affiliate of Purchaser and not withdrawing them; and/or (B) voting or causing to be voted all of the Subject Shares (to the extent that they carry the right to vote) in favour of, and not dissenting from, such Alternative Transaction proposed by the Purchaser, provided however that the Shareholder shall not be required to exercise, convert or exchange any Subject Shares (other than Company Shares) in connection with an Alternative Transaction.

Alternative Transaction. In the event that, in lieu of the Arrangement, (a) If the Purchaser seeks concludes after the date of this Agreement that it is necessary or desirable to complete proceed with an alternative transaction structure (including, without limitation, a take- over bid) whereby Purchaser and/or its affiliates would effectively acquire all the acquisition Company Securities or interests of the Company Shares other than as contemplated by the Arrangement Agreement on a basis that (a) provides for economic terms which, in relation and other terms and conditions having consequences to the Shareholder, on an after-tax basis, Shareholder that are at least substantially equivalent to or better than those contemplated by the Arrangement Agreement taking into account the Intended Tax Treatment, (b) would not likely result in a delay or time to completion beyond the Voting Support Outside Date, and (c) is otherwise on terms and conditions not materially more onerous on the Shareholder than the Arrangement (including any take-over bid) any such transaction, transaction is referred to as an “Alternative Transaction”), then during the term of this Agreement the Shareholder may, on its own accord, and shall, upon written request of the Purchaser, agrees to support the completion of such the Alternative Transaction in the same manner as the Arrangement in accordance with the terms and conditions of this Agreement mutatis mutandisprovides with respect to the Arrangement, including by including, (Ai) depositing or causing in the deposit of its Subject Shares (including any Company Shares issued or issuable upon the exercise, conversion or vesting, as applicable, of any Company Options, Company Compensation Options or Company RSUs) into an Alternative Transaction conducted by way case of a take-over bid, by causing all of the Shareholder’s Company Shares to be validly tendered in acceptance of such take-over bid made by together with the Purchaser or an affiliate letter of Purchaser transmittal and, if applicable, notice of guaranteed delivery, and any other documents required in accordance with such take-over bid, and will not withdrawing them; withdraw the Shareholder’s Company Shares from such take-over bid except as expressly otherwise provided in this Agreement, and/or (Bii) voting or causing to be voted all of the Subject Shareholder’s Company Shares (to the extent that they carry the right to votevote at such meeting) in favour of, and not dissenting from, such Alternative Transaction Transaction. (b) In the event of any proposed by the Purchaser, provided however that the Shareholder shall not be required to exercise, convert or exchange any Subject Shares (other than Company Shares) in connection with an Alternative Transaction., any reference in this Agreement to the Arrangement shall refer to the Alternative Transaction to the extent applicable, and all covenants, representations and warranties of each of the Parties in this Agreement shall be and shall be deemed to have been made, mutatis mutandis, in respect of the Alternative Transaction..

Alternative Transaction. In the event that, in lieu of the Arrangement, the Purchaser seeks to complete the acquisition of the Company Shares Purchased Securities other than as contemplated by the Arrangement Agreement on a basis that (a) provides for economic terms which, in relation to the Shareholder, on an after-tax basis, are at least equivalent to or better than those contemplated by the Arrangement Agreement taking into account the Intended Tax TreatmentAgreement, (b) would not likely result in a material delay or time to completion beyond of the Voting Support Outside DateArrangement, and (c) is otherwise on terms and conditions not materially more onerous on the Shareholder than the Arrangement (including any take-over bid) (any such transaction, an “Alternative Transaction”), then during the term of this Agreement the Shareholder may, on its own accord, and shall, upon written request of the Purchaser, support the completion of such Alternative Transaction in the same manner as the Arrangement in accordance with the terms and conditions of this Agreement mutatis mutandis, including by (A) depositing or causing the deposit of its Subject Shares Securities (including any Company Shares issued or Purchased Securities issuable upon the exercise, conversion or vestingexchange of securities exercisable for, as applicable, of any Company Options, Company Compensation Options convertible into or Company RSUsexchangeable for Purchased Securities) into an Alternative Transaction conducted by way of a take-over bid made by the Purchaser or an affiliate of Purchaser and not withdrawing them; , and/or (B) voting or causing to be voted all of the Subject Shares Securities (to the extent that they carry the right to vote) in favour of, and not dissenting from, such Alternative Transaction proposed by the Purchaser, provided however that the Shareholder shall not be required to exercise, convert or exchange any Subject Shares (other than Company Shares) in connection with an Alternative Transaction.

Alternative Transaction. In the event that, in lieu of the Arrangement, (a) If the Purchaser seeks concludes after the date of this Agreement that it is necessary or desirable to complete proceed with an alternative transaction structure (including, without limitation, a take- over bid) whereby Purchaser and/or its affiliates would effectively acquire all the acquisition Company Securities or interests of the Company Shares other than as contemplated by the Arrangement Agreement on a basis that (a) provides for economic terms which, in relation and other terms and conditions having consequences to the Shareholder, on an after-tax basis, Shareholder that are at least substantially equivalent to or better than those contemplated by the Arrangement Agreement taking into account the Intended Tax Treatment, (b) would not likely result in a delay or time to completion beyond the Voting Support Outside Date, and (c) is otherwise on terms and conditions not materially more onerous on the Shareholder than the Arrangement (including any take-over bid) any such transaction, transaction is referred to as an “Alternative Transaction”), then during the term of this Agreement the Shareholder may, on its own accord, and shall, upon written request of the Purchaser, agrees to support the completion of such the Alternative Transaction in the same manner as the Arrangement in accordance with the terms and conditions of this Agreement mutatis mutandisprovides with respect to the Arrangement, including by including, (Ai) depositing or causing in the deposit of its Subject Shares (including any Company Shares issued or issuable upon the exercise, conversion or vesting, as applicable, of any Company Options, Company Compensation Options or Company RSUs) into an Alternative Transaction conducted by way case of a take-over bid, by causing all of the Shareholder’s Company Shares to be validly tendered in acceptance of such take-over bid made by together with the Purchaser or an affiliate letter of Purchaser transmittal and, if applicable, notice of guaranteed delivery, and any other documents required in accordance with such take-over bid, and will not withdrawing them; withdraw the Shareholder’s Company Shares from such take-over bid except as expressly otherwise provided in this Agreement, and/or (Bii) voting or causing to be voted all of the Subject Shareholder’s Company Shares (to the extent that they carry the right to votevote at such meeting) in favour of, and not dissenting from, such Alternative Transaction. (b) In the event of any proposed Alternative Transaction, any reference in this Agreement to the Arrangement shall refer to the Alternative Transaction proposed by to the Purchaserextent applicable, provided however that and all covenants, representations and warranties of each of the Shareholder Parties in this Agreement shall not be required and shall be deemed to exercisehave been made, convert or exchange any Subject Shares (other than Company Shares) mutatis mutandis, in connection with an respect of the Alternative Transaction.