Common use of Covenants Regarding Non-Solicitation Clause in Contracts

Covenants Regarding Non-Solicitation. (a) The Company shall not, directly or indirectly, through any officer, director, Employee, representative or agent of the Company, (i) solicit, initiate or knowingly encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding a merger, arrangement, consolidation, sale of assets, reorganization or recapitalization with any party other than Parent and its affiliates (an "Acquisition Proposal"), (ii) participate in any discussions or negotiations regarding any Acquisition Proposal, (iii) withdraw or modify in a manner adverse to Parent the approval of the Board of Directors of the Company of the Contemplated Transactions (iv) approve or recommend any Acquisition Proposal or (v) cause the Company to enter into any agreement related to any Acquisition Proposal; provided, however, that, subject to section 5.8 but notwithstanding the preceding part of this section 5.7(a) and any other provision of this Agreement, nothing shall prevent the Board of Directors of the Company from considering, negotiating, approving, recommending to the Company shareholders or entering into an agreement in respect of an unsolicited bona fide written Acquisition Proposal that the Board of Directors of the Company determines in good faith, after consultation with financial advisors and after receiving an opinion of outside counsel to the effect that it is appropriate that the Board of Directors of the Company take such action in order to discharge properly its fiduciary duties, would, if consummated in accordance with its terms, result in a transaction (x) more favourable to the Company's shareholders than the transaction contemplated by this Agreement and (y) having a value per Share greater than the per share value attributable thereto under the transaction contemplated by this Agreement (any such Acquisition Proposal being referred to herein as a "Superior Proposal").

Covenants Regarding Non-Solicitation. (a) The Company Corporation shall immediately cease any discussions or negotiations with any parties that may be ongoing with respect to an Acquisition Proposal and shall not, directly or indirectly, through any officer, director, Employeeemployee, representative or agent of the CompanyCorporation or any of its subsidiaries, (i) solicit, initiate or knowingly encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding a merger, arrangement, consolidation, sale of assets, reorganization or recapitalization with any party other than Parent and its affiliates (an "Acquisition Proposal"), (ii) participate in any discussions or negotiations regarding any Acquisition Proposal, (iii) withdraw or modify in a manner adverse to Parent ADSX the approval of the Board of Directors of the Company Corporation of the Contemplated Transactions transactions contemplated hereby, (iv) approve or recommend any Acquisition Proposal or (v) cause the Company Corporation to enter into any agreement related to any Acquisition Proposal; provided, however, that, subject to section 5.8 5.6 but notwithstanding the preceding part of this section 5.7(a5.5(a) and any other provision of this Agreement, nothing shall prevent the Board of Directors of the Company Corporation from considering, negotiating, approving, and recommending to the Company Corporation’s shareholders or entering into an agreement in respect of an unsolicited bona fide written Acquisition Proposal that the Board of Directors of the Company Corporation determines in good faith, acting reasonably, after consultation with the Corporation’s financial advisors and after receiving an opinion of outside counsel to the effect that it is appropriate that the Board of Directors of the Company Corporation take such action in order to discharge properly its fiduciary duties, would, if consummated in accordance with its terms, result in a transaction (x) more favourable to the Company's Corporation’s shareholders than the transaction contemplated by this Agreement and (y) having a value per Common Share greater than the per share value attributable thereto under the transaction contemplated by this Agreement (any such Acquisition Proposal being referred to herein as a "“Superior Proposal"”).

Covenants Regarding Non-Solicitation. (a1) The Company Subject to Section 4.6, NEWBRIDGE shall not, directly or indirectly, through any officer, director, Employeeemployee, representative (including for greater certainty any investment banker, lawyer or accountant) or agent of the CompanyNEWBRIDGE or any of its subsidiaries, (i) solicit, initiate or initiate, knowingly encourage or otherwise facilitate (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding a merger, arrangement, consolidation, sale of assets, reorganization or recapitalization with any party other than Parent and its affiliates (an "Acquisition Proposal"), (ii) participate in any discussions or negotiations regarding any Acquisition Proposal, (iii) withdraw or modify in a manner adverse to Parent the approval of the Board of Directors of the Company of the Contemplated Transactions (iv) approve or recommend any Acquisition Proposal or (viv) cause the Company to accept or enter into any agreement agreement, arrangement or understanding related to any Acquisition Proposal; provided, however, that, subject to section 5.8 but notwithstanding . Notwithstanding the preceding part of this section 5.7(aSection 4.5(1) and any other provision of this Agreement, nothing shall prevent the Board of Directors of the Company NEWBRIDGE from complying with NEWBRIDGE's disclosure obligations under applicable Laws with regard to an Acquisition Proposal or from considering, negotiatingparticipating in any discussions or negotiations, approving, recommending to the Company shareholders or entering into an a confidentiality agreement in respect of and providing information pursuant to Section 4.5(3) (but, subject to Section 4.6, not approve, recommend, accept or enter into any agreement, arrangement or understanding), regarding an unsolicited bona fide written Acquisition Proposal that (a) in respect of which any required financing has been demonstrated to the satisfaction of the Board of Directors of NEWBRIDGE, acting in good faith, to be reasonably likely to be obtained, (b) that did not otherwise result from a breach of this Section 4.5, and (c) which the Company determines Board of Directors of NEWBRIDGE has determined in good faith, after consultation with financial advisors and after receiving an opinion of with outside counsel to the effect that it counsel, is appropriate that the Board of Directors of the Company take such action in order to discharge properly its fiduciary duties, would, if consummated in accordance with its terms, result in a transaction (x) more favourable to the Company's shareholders than the transaction contemplated by this Agreement and (y) having a value per Share greater than the per share value attributable thereto under the transaction contemplated by this Agreement (any such Acquisition Proposal being referred to herein as a "Superior Proposal"). NEWBRIDGE shall, and shall cause the officers, directors, employees, representatives and agents of NEWBRIDGE and its subsidiaries to, cease immediately all current discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, and request the return or destruction of all confidential information provided in connection therewith.

Covenants Regarding Non-Solicitation. (a) The Company Subject to section 4.6, MB shall not, directly or indirectly, through any officer, director, Employeeemployee, representative or agent of the CompanyMB or any of its subsidiaries, (i) solicit, initiate or knowingly encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding a merger, arrangement, consolidation, sale of assets, reorganization or recapitalization with any party other than Parent and its affiliates (an "Acquisition Proposal"), (ii) participate in any discussions or negotiations regarding any Acquisition Proposal, (iii) withdraw or modify in a manner adverse to Parent Weyerhaeuser the approval of the Board of Directors of the Company MB of the Contemplated Transactions transactions contemplated hereby, (iv) approve or recommend any Acquisition Proposal or (v) cause the Company to enter into any agreement agreement, arrangement or understanding related to any Acquisition Proposal; provided, however, that, subject to section 5.8 but notwithstanding . Notwithstanding the preceding part of this section 5.7(a4.5(a) and any other provision of this Agreement, nothing shall prevent the Board of Directors of MB prior to the Company issuance of the Final Order from considering, negotiatingparticipating in any discussions or negotiations, approving, recommending to the Company shareholders or entering into an a confidentiality agreement in respect of and providing information pursuant to section 4.5(c), regarding an unsolicited bona fide written Acquisition Proposal that did not otherwise result from a breach of this section 4.5 and that the Board of Directors of the Company MB determines in good faith, after consultation with financial advisors and after receiving an opinion outside counsel, is reasonably likely to result in a Superior Proposal; provided, however, that prior to taking such action, the Board of Directors must receive advice of outside counsel to the effect that it is appropriate that the Board of Directors of the Company MB take such action in order to discharge properly its fiduciary duties. MB shall not consider, wouldnegotiate, if consummated in accordance with its termsaccept, result in a transaction (x) more favourable to the Company's shareholders than the transaction contemplated by this Agreement and (y) having a value per Share greater than the per share value attributable thereto under the transaction contemplated by this Agreement (any such approve or recommend an Acquisition Proposal being referred after the date of the issuance of the Final Order. MB shall, and shall cause the officers, directors, employees, representatives and agents of MB and its subsidiaries to, cease immediately all discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to herein as a "Superior lead to, an Acquisition Proposal").

Covenants Regarding Non-Solicitation. (a1) The Company Subject to Section 4.6, Repap shall not, directly or indirectly, through any officer, director, Employeeemployee, representative (including for greater certainty any investment banker, lawyer or accountant) or agent of the CompanyRepap or any of its subsidiaries, (i) solicit, initiate or initiate, knowingly encourage or otherwise facilitate (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding a merger, arrangement, consolidation, sale of assets, reorganization or recapitalization with any party other than Parent and its affiliates (an "Acquisition Proposal"), (ii) initiate or participate in any discussions or negotiations regarding any Acquisition Proposal, (iii) withdraw or modify in a manner adverse to Parent the approval of the Board of Directors of the Company of the Contemplated Transactions (iv) approve or recommend recommend, or propose to recommend, any Acquisition Proposal or (viv) cause the Company to accept or enter into any agreement agreement, arrangement or understanding related to any Acquisition Proposal; provided, however, that, subject to section 5.8 but notwithstanding . Notwithstanding the preceding part of this section 5.7(aSection 4.5(1) and any other provision of this Agreement, nothing shall prevent the Board of Directors of the Company Repap from complying with Repap's disclosure obligations under applicable Laws with regard to an Acquisition Proposal or from considering, negotiatingparticipating in any discussions or negotiations, approving, recommending to the Company shareholders or entering into an a confidentiality agreement in respect of and providing information pursuant to Section 4.5(3) (but, subject to Section 4.6, shall not approve, recommend, accept or enter into any agreement, arrangement or understanding), regarding an unsolicited bona fide written Acquisition Proposal that (a) in respect of which any required financing has been demonstrated to the satisfaction of the Board of Directors of Repap, acting in good faith, to be reasonably likely to be obtained or available, (b) that did not otherwise result from a breach of this Section 4.5 and (c) which the Company determines Board of Directors of Repap has determined in good faith, after consultation with financial advisors and after receiving an opinion of outside counsel to the effect counsel, is a Superior Proposal and that it is appropriate that the Board of Directors of the Company required to take such action actions in order to discharge properly comply with its fiduciary dutiesduties under applicable Laws. Repap shall, wouldand shall cause its subsidiaries and the officers, if consummated directors, employees, representatives and agents of itself and its subsidiaries to, cease immediately all current discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, and request the return or destruction of all confidential information provided in accordance with its terms, result in a transaction (x) more favourable to the Company's shareholders than the transaction contemplated by this Agreement and (y) having a value per Share greater than the per share value attributable thereto under the transaction contemplated by this Agreement (any such Acquisition Proposal being referred to herein as a "Superior Proposal")connection therewith.

Covenants Regarding Non-Solicitation. (a) The Company Alliance shall not, directly or indirectly, through any officer, director, Employeeemployee, representative or agent of the CompanyAlliance or any of its Subsidiaries, (i) solicit, initiate or knowingly encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding a merger, arrangement, consolidation, sale of assets, reorganization or recapitalization with any party other than Parent and its affiliates (an "Acquisition Proposal"), (ii) participate in any discussions or negotiations regarding any Acquisition Proposal, (iii) withdraw or modify in a manner adverse to Parent the approval of the Board of Directors of the Company of the Contemplated Transactions (iv) approve or recommend any Acquisition Proposal or (v) cause the Company Alliance to enter into any agreement related to any Acquisition Proposal, or withdraw or modify in a manner adverse to Bowater the approval of the Board of Directors of Alliance of the transaction contemplated hereby; provided, however, that, that subject to section 5.8 Section 5.5 but notwithstanding the preceding part of this section 5.7(aSection 5.4(a) and any other provision of this Agreement, nothing shall prevent the Board of Directors of the Company Alliance from considering, negotiating, approving, recommending to the Company its shareholders or entering into an agreement in respect of an unsolicited bona fide written Acquisition Proposal that the Board of Directors of the Company Alliance determines in good faith, after consultation with financial advisors and after receiving an opinion of outside counsel to the effect that it is appropriate that the Board of Directors of the Company Alliance is required to take such action in order to discharge properly its fiduciary duties, would, if consummated in accordance with its terms, result in a transaction (x) more favourable to the CompanyAlliance's shareholders than the transaction contemplated by this Agreement and (y) having a value per Share greater than the per share value attributable thereto under the transaction contemplated by this Agreement (any such Acquisition Proposal being referred to herein as a "Superior ProposalSUPERIOR PROPOSAL").;

Covenants Regarding Non-Solicitation. (a) The Company 4.5.1 Subject to Section 4.6, Boomerang shall not, directly or indirectly, through any officer, director, Employeeemployee, representative or agent of the CompanyBoomerang or any of its subsidiaries, (i) solicit, initiate or knowingly encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding a merger, arrangement, consolidation, sale of assets, reorganization or recapitalization with any party other than Parent and its affiliates (an "Acquisition Proposal"), (ii) participate in any discussions or negotiations regarding any Acquisition Proposal, (iii) withdraw or modify in a manner adverse to Parent LoJack the approval of the Board of Directors of the Company Boomerang of the Contemplated Transactions transactions contemplated hereby, (iv) approve or recommend any Acquisition Proposal or (v) cause the Company to enter into any agreement agreement, arrangement or understanding related to any Acquisition Proposal; provided, however, that, subject to section 5.8 but notwithstanding . Notwithstanding the preceding part of this section 5.7(a) Section 4.5.1 and any other provision of this Agreement, nothing shall prevent the Board of Directors of Boomerang prior to the Company Arrangement Resolution having been approved by Boomerang Securityholders at the Boomerang Meeting from considering, negotiatingparticipating in any discussions or negotiations, approving, recommending to the Company shareholders or entering into an a confidentiality agreement on terms no less favourable in respect the aggregate to the disclosing party than those contained in the Confidentiality Agreement (or to the extent any such terms are less favourable to the disclosing party, the Confidentiality Agreement shall be thereupon be deemed to be waived to the extent necessary to give the other party to the Confidentiality Agreement the benefit of such less favourable terms) and providing information pursuant to Section 4.5.3, regarding an unsolicited bona fide written Acquisition Proposal that did not otherwise result from a breach of this Section 4.5 and that the Board of Directors of the Company Boomerang determines in good faith, after consultation with financial advisors and after receiving an opinion outside counsel, is reasonably likely to result in a Superior Proposal; provided, however, that prior to taking such action, the Board of Directors must receive advice of outside legal counsel to the effect that it is appropriate that the Board of Directors of the Company Boomerang take such action in order to discharge properly its fiduciary duties. Boomerang shall not consider, wouldnegotiate, if consummated in accordance with its termsaccept, result in a transaction (x) more favourable to the Company's shareholders than the transaction contemplated by this Agreement and (y) having a value per Share greater than the per share value attributable thereto under the transaction contemplated by this Agreement (any such approve or recommend an Acquisition Proposal being referred after the Arrangement Resolution has been approved by Boomerang Securityholders at the Boomerang Meeting. Boomerang shall, and shall cause the officers, directors, employees, representatives and agents of Boomerang and its subsidiaries to, cease immediately all discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to herein as a "Superior lead to, an Acquisition Proposal").

Covenants Regarding Non-Solicitation. (a1) The Company Except as expressly provided herein, St. Laurent shall not, directly or indirectly, through any officer, director, Employee, representative or agent of the Companyand shall use its best efforts to cause its representatives not to, (ia) solicit, initiate or knowingly encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding a merger, arrangement, consolidation, sale of assets, reorganization or recapitalization with any party other than Parent and its affiliates (an "Acquisition Proposal"), (iib) participate in any discussions or negotiations regarding any Acquisition Proposal, (iiic) withdraw or modify in a manner adverse to Parent SSCC the approval of the Board of Directors of the Company St. Laurent of the Contemplated Transactions transactions contemplated hereby, (ivd) approve or recommend any Acquisition Proposal or (ve) cause the Company to enter into any agreement agreement, arrangement or understanding related to any Acquisition Proposal; provided, however, that, subject to section 5.8 but notwithstanding . Notwithstanding the preceding part of this section 5.7(aSection 4.5(1) and any other provision of this AgreementAgreement but subject to the provisions of Section 4.5(2), nothing shall prevent the Board of Directors of St. Laurent prior to the Company issuance of the Final Order from considering, negotiatingparticipating in any discussions or negotiations, approving, recommending to the Company shareholders or entering into an a confidentiality agreement in respect of and providing information pursuant to Section 4.5(3), regarding an unsolicited bona fide written Acquisition Proposal that did not otherwise result from a breach of this Section 4.5 and that the Board of Directors of the Company St. Laurent determines in good faith, after consultation with financial advisors and after receiving an outside counsel, is reasonably likely to result in a Superior Proposal; provided, however, that prior to taking such action, the Board of Directors must receive written opinion of outside counsel to the effect that it is appropriate that the Board of Directors of the Company St. Laurent take such action in order to discharge properly its fiduciary duties. St. Laurent shall not consider, wouldnegotiate, if consummated in accordance with accept, approve or recommend an Acquisition Proposal after the date of the issuance of the Final Order. St. Laurent shall, and shall cause the officers, directors, employees, representatives and agents of St. Laurent and its termssubsidiaries to, result in a transaction (x) more favourable cease immediately all discussions and negotiations regarding any proposal received prior to the Company's shareholders than the transaction contemplated by execution of this Agreement and (y) having a value per Share greater than the per share value attributable thereto under the transaction contemplated by this Agreement (any such that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal being referred to herein as a "Superior Proposal").

Covenants Regarding Non-Solicitation. (a) The Company VERSUS shall not, directly or indirectly, through any officer, director, Employeeemployee, representative or agent of the CompanyVERSUS or any of its subsidiaries ("Representatives"), (i) solicit, initiate or knowingly encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) or take any other action designed to facilitate the initiation of any inquiries or proposals regarding a merger, arrangement, consolidation, sale of assets, reorganization or recapitalization with any party other than Parent and its affiliates (an "Acquisition Proposal"), (ii) participate in any discussions or negotiations regarding any Acquisition Proposal, (iii) disclose any nonpublic information relating to VERSUS or any of its subsidiaries to, or afford access to the properties, books or records of VERSUS or any of its subsidiaries to any person that has advised VERSUS or any of its Representatives that it may be considering making, or that has made, an Acquisition Proposal, or whose efforts to formulate an Acquisition Proposal would be assisted thereby, (iv) withdraw or modify in a manner adverse to Parent EGI the approval of the Board of Directors of the Company VERSUS of the Contemplated Transactions transactions contemplated hereby, (ivv) approve or recommend any Acquisition Proposal or (vvi) cause the Company VERSUS to enter into any agreement related to any Acquisition Proposal; provided, however, -------- ------- that, subject to section 5.8 Section 5.5 and Article VIII, but notwithstanding the preceding part of this section 5.7(aSection 5.4(a) and any other provision of this Agreement, nothing shall prevent the Board of Directors of the Company VERSUS from considering, negotiating, approving, recommending to the Company VERSUS shareholders or entering into an agreement in respect of an unsolicited bona fide written Acquisition Proposal that the Board of Directors of the Company VERSUS determines in good faith, after consultation with and written advice from financial advisors and after receiving an opinion of outside counsel to the effect that it is necessary and appropriate that the Board of Directors of the Company VERSUS take such action in order to discharge properly its fiduciary duties, (A) is reasonably capable of being completed (taking into account all legal, financial, regulatory and other aspects of such proposal and the third party making such proposal) and (B) would, if consummated in accordance with its terms, result in a transaction (x) more favourable favorable to the Company's VERSUS' shareholders than the transaction contemplated by this Agreement from a financial point of view and (y) having a value per VERSUS Share greater than the per share value attributable thereto under the transaction contemplated by this Agreement (any such Acquisition Proposal being referred to herein as a "Superior Proposal"); provided further that VERSUS provides EGI -------- ------- with a true and complete copy of the Superior Proposal received from the third party, provides (or has provided) EGI with all documents containing or referring to non-public information of VERSUS or any of its subsidiaries that are supplied to the third party and complies in all respects with Section 5.5 below. Nothing in this Section 5.4 shall prevent VERSUS' Board of Directors from complying with its obligations to distribute a circular with respect to an unsolicited take-over bid pursuant to Section 99 of the Securities Act and corresponding provisions of other applicable Canadian securities Laws.

Covenants Regarding Non-Solicitation. (a) The Company 5.6.1 MAAX shall not, directly or indirectly, through any officer, director, Employeeemployee, representative or agent of MAAX or any of its Subsidiaries, take any action of any kind which might reduce the Companylikelihood of, or interfere with, the completion of the Amalgamation, including, but not limited to, any action to (i) solicit, assist, initiate or knowingly encourage (including by way of furnishing information non-public information, soliciting proxies (within the meaning of the Securities Act) or entering into any form of agreementagreement or arrangement) any inquiries, arrangement submissions, proposals or understanding) the initiation of offers regarding any inquiries or proposals regarding a merger, arrangementamalgamation (other than the Amalgamation), consolidationtake-over bid, sale of assetsmaterial assets (including transfer of assets in favour of an income trust or any lease, reorganization long-term supply agreement or recapitalization with other arrangement having the same economic effect as a sale) or material sale of Shares or rights or interests therein or thereto or similar transactions involving MAAX or any party of its Subsidiaries, or a proposal to do so, other than Parent and its affiliates with the Newco Parties (each, an "Acquisition ProposalINCONSISTENT TRANSACTION"), ; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal, Inconsistent Transaction; (iii) withdraw or modify in a manner adverse to Parent Newco and Newco II the approval of the Board of Directors of the Company of the Contemplated Transactions transactions contemplated hereby; (iv) approve or recommend any Acquisition Proposal Inconsistent Transaction; or (v) cause the Company MAAX to enter into any agreement related to any Acquisition Proposal; provided, however, that, subject to section 5.8 but notwithstanding Inconsistent Transaction. Notwithstanding the preceding part of this section 5.7(a) Section 5.6.1 and any other provision of this Agreement, nothing shall prevent the Board of Directors prior to the filing of the Company Articles of Amalgamation from complying with MAAX's disclosure obligations under applicable Laws with respect to the MAAX Meeting and the Amalgamation or from considering, negotiatingparticipating in any discussions or negotiations, approving, recommending to the Company shareholders or entering into an a confidentiality agreement in respect on substantially the same terms as the Confidentiality Agreement, including a standstill undertaking for a period of 18 months and providing information pursuant to Section 5.6.3, regarding an unsolicited bona fide written Acquisition Proposal Inconsistent Transaction in writing that did not otherwise result from a breach of this Section 5.6 and that the Board of Directors of the Company determines in good faithdetermines, after consultation with financial advisors and after receiving an opinion of outside counsel to the effect that it is appropriate that the Board of Directors of the Company take such action in order to discharge properly its fiduciary duties, would, if consummated in accordance with its terms, result in constitutes a transaction (x) more favourable to the Company's shareholders than the transaction contemplated by this Agreement and (y) having a value per Share greater than the per share value attributable thereto under the transaction contemplated by this Agreement (any such Acquisition Proposal being referred to herein as a "Superior Proposal").

Covenants Regarding Non-Solicitation. (a) The Company Subject to Section 4.6, Repap shall not, directly or indirectly, through any officer, director, Employeeemployee, representative (including for greater certainty any investment banker, lawyer or accountant) or agent of the CompanyRepap or any of its subsidiaries, (i) solicit, initiate or initiate, knowingly encourage or otherwise facilitate (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding a merger, arrangement, consolidation, sale of assets, reorganization or recapitalization with any party other than Parent and its affiliates (an "Acquisition Proposal"), (ii) initiate or participate in any discussions or negotiations regarding any Acquisition Proposal, (iii) withdraw or modify in a manner adverse to Parent the approval of the Board of Directors of the Company of the Contemplated Transactions (iv) approve or recommend recommend, or propose to recommend, any Acquisition Proposal or (viv) cause the Company to accept or enter into any agreement agreement, arrangement or understanding related to any Acquisition Proposal; provided, however, that, subject to section 5.8 but notwithstanding . Notwithstanding the preceding part of this section 5.7(aSection 4.5(1) and any other provision of this Agreement, nothing shall prevent the Board of Directors of the Company Repap from complying with Repap's disclosure obligations under applicable Laws with regard to an Acquisition Proposal or from considering, negotiatingparticipating in any discussions or negotiations, approving, recommending to the Company shareholders or entering into an a confidentiality agreement in respect of and providing information pursuant to Section 4.5(3) (but, subject to Section 4.6, shall not approve, recommend, accept or enter into any agreement, arrangement or understanding), regarding an unsolicited bona fide written Acquisition Proposal that (a) in respect of which any required financing has been demonstrated to the satisfaction of the Board of Directors of Repap, acting in good faith, to be reasonably likely to be obtained or available, (b) that did not otherwise result from a breach of this Section 4.5 and (c) which the Company determines Board of Directors of Repap has determined in good faith, after consultation with financial advisors and after receiving an opinion of outside counsel to the effect counsel, is a Superior Proposal and that it is appropriate required to take such actions in order to comply with its fiduciary duties under applicable Laws. Repap shall, and shall cause its subsidiaries and the officers, directors, employees, representatives and agents of itself and its subsidiaries to, cease immediately all current discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, and request the return or destruction of all confidential information provided in connection therewith. Repap shall forthwith notify UPM, at first orally and then in writing, of any Acquisition Proposal and any inquiry that could lead to an Acquisition Proposal, or any amendments to the foregoing, or any request for non-public information (including requests for shareholder or noteholder lists) relating to Repap or any Repap Material Subsidiary in connection with an Acquisition Proposal or for access to the properties, books or records of Repap or any Repap Material Subsidiary by any Person. Such notice shall include a description of the material terms and conditions of any proposal, the identity of the Person making such proposal, inquiry or contact and provide such other details of the proposal, inquiry or contact as UPM may reasonably request. Repap shall keep UPM informed of the status including any change to the material terms of any such Acquisition Proposal or inquiry. If Repap receives a request for material non-public information from a Person who has made an unsolicited bona fide written Acquisition Proposal and Repap is permitted, subject to and as contemplated under the second sentence of Section 4.5(1), to negotiate the terms of such Acquisition Proposal, then, and only in such case, the Board of Directors of the Company take such action in order to discharge properly its fiduciary dutiesRepap may, would, if consummated in accordance with its terms, result in a transaction (x) more favourable subject to the Company's shareholders than the transaction contemplated execution by this Agreement and (y) having such Person of a value per Share greater than the per share value attributable thereto under the transaction contemplated by this Agreement (confidentiality agreement containing employee non-solicitation provisions, provide such Person with access to information regarding Repap; provided, however, that Repap sends a copy of any such Acquisition Proposal being referred confidentiality agreement to herein as UPM promptly upon its execution and UPM is provided with a "Superior Proposal")list of or copies of the information provided to such Person and promptly provided with access to similar information to which such Person was provided. Repap shall ensure that its officers, directors and employees and its subsidiaries and their officers, directors and employees and any financial advisors or other advisors or representatives retained by it or its subsidiaries are aware of the provisions of this Section 4.5, and Repap shall be responsible for any breach of this Section 4.5 by its and its subsidiaries' officers, directors, employees, representatives or agents.

Covenants Regarding Non-Solicitation. (a1) The Subject to Section 4.6, the Company shall not, directly or indirectly, through any officer, director, Employeeemployee, shareholder, representative (including for greater certainty any investment banker, lawyer or accountant) or agent of the CompanyCompany or any of its subsidiaries, (i) solicit, initiate or initiate, knowingly encourage or otherwise facilitate (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding a merger, arrangement, consolidation, sale of assets, reorganization or recapitalization with any party other than Parent and its affiliates (an "Acquisition Proposal"), (ii) participate in any discussions or negotiations regarding any Acquisition Proposal, (iii) withdraw or modify in a manner adverse to Parent the approval of the Board of Directors of the Company of the Contemplated Transactions (iv) approve or recommend any Acquisition Proposal Proposal, or (viv) cause the Company to accept or enter into any agreement agreement, letter of intent, arrangement or understanding related to any Acquisition Proposal; provided, however, that, subject to section 5.8 but notwithstanding . Notwithstanding the preceding part of this section 5.7(aSection 4.5(1) and any other provision of this Agreement, nothing shall prevent the Board of Directors of the Company from complying with the Company's disclosure obligations under applicable Laws with regard to an Acquisition Proposal or from considering, negotiatingparticipating in any discussions or negotiations, approving, recommending to the Company shareholders or entering into an a confidentiality agreement in respect and providing information pursuant to Section 4.5(3) (but, subject to Section 4.6, not approve, recommend, accept or enter into any agreement, letter of intent, arrangement or understanding), regarding an unsolicited bona fide written Acquisition Proposal (a) that did not otherwise result from a breach of this Section 4.5, and (b) which the Board of Directors of the Company determines has determined in good faith, after consultation with financial advisors and after receiving an opinion of with outside counsel to counsel, is a Superior Proposal. The Company shall, and shall cause the effect that it is appropriate that the Board of Directors officers, directors, employees, representatives and agents of the Company take such action and its subsidiaries to, cease immediately all current discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, and promptly request the return or destruction of all confidential information provided in order to discharge properly its fiduciary duties, would, if consummated in accordance with its terms, result in a transaction (x) more favourable to the Company's shareholders than the transaction contemplated by this Agreement and (y) having a value per Share greater than the per share value attributable thereto under the transaction contemplated by this Agreement (any such Acquisition Proposal being referred to herein as a "Superior Proposal")connection therewith.

Covenants Regarding Non-Solicitation. (a) The Company QOEG shall not, directly or indirectly, through any officerofficer or director of QOEG or any of its subsidiaries, directorand shall use its reasonable best efforts to cause its and its subsidiaries’ employees, Employeeagents and representatives (including any investment banker, representative lawyer or agent of the Company, (iaccountant) not to(i) solicit, initiate or initiate, knowingly encourage or otherwise facilitate (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding a merger, arrangement, consolidation, sale of assets, reorganization or recapitalization with any party other than Parent and its affiliates (an "Acquisition Proposal"), (ii) participate in any discussions or negotiations regarding regarding, or provide any confidential information with respect to, any Acquisition Proposal, (iii) withdraw or modify in a manner adverse to Parent the approval of the Board of Directors of the Company of the Contemplated Transactions (iv) approve or recommend any Acquisition Proposal or (viv) cause the Company to accept or enter into any agreement agreement, arrangement or understanding related to any Acquisition Proposal; provided, however, that, subject to section 5.8 but notwithstanding . Notwithstanding the preceding part of this section 5.7(aSection 4.5(a) and any other provision of this Agreement, nothing shall prevent the Board of Directors of the Company QOEG from complying with QOEG’s disclosure obligations under applicable Laws with regard to an Acquisition Proposal or from considering, negotiatingparticipating in any discussions or negotiations, approving, recommending to the Company shareholders or entering into an a confidentiality agreement in respect of and providing information pursuant to Section 4.5(c) (but, subject to Section 4.6, not approve, recommend, accept or enter into any agreement, arrangement or understanding), regarding an unsolicited bona fide written Acquisition Proposal that (A) in respect of which any required financing has been demonstrated to the satisfaction of the Board of Directors of QOEG, acting in good faith, to be reasonably likely to be obtained, (B) that did not otherwise result from a breach of this Section 4.5, and (C) which the Company determines Board of Directors of QOEG has determined in good faith, after consultation with financial advisors and after receiving an opinion of with outside counsel to the effect that it counsel, is appropriate that the Board of Directors of the Company take such action in order to discharge properly its fiduciary duties, would, if consummated in accordance with its terms, result in a transaction (x) more favourable to the Company's shareholders than the transaction contemplated by this Agreement and (y) having a value per Share greater than the per share value attributable thereto under the transaction contemplated by this Agreement (any such Acquisition Proposal being referred to herein as a "Superior Proposal"). QOEG shall, and shall cause the officers, directors, employees, representatives and agents of QOEG and its subsidiaries to, cease immediately all current discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, and request the return or destruction of all confidential information provided in connection therewith.

Covenants Regarding Non-Solicitation. (a) The Company Subject to Section 6.20, Domtar shall not, directly or indirectly, through any officer, director, Employeeemployee, representative or agent of the CompanyDomtar or any of its subsidiaries, (i) solicit, initiate or knowingly encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding a merger, arrangement, consolidation, sale of assets, reorganization or recapitalization with any party other than Parent and its affiliates (an "Acquisition Proposal"), (ii) participate in any discussions or negotiations regarding any Acquisition Proposal, (iii) withdraw or modify in a manner adverse to Parent Weyerhaeuser the approval of the Board of Directors of the Company Domtar of the Contemplated Transactions or the recommendation of the Board of Directors of Domtar to the holders of Domtar Capital Shares, (iv) approve or recommend any Acquisition Proposal or (v) cause the Company to enter into any agreement agreement, arrangement or understanding related to any Acquisition Proposal; provided, however, that, subject to section 5.8 but notwithstanding . Notwithstanding the preceding part of this section 5.7(aSection 6.19(a) and any other provision of this Agreement, nothing shall prevent the Board of Directors of Domtar prior to the Company issuance of the Final Order from considering, negotiatingparticipating in any discussions or negotiations, approving, recommending to the Company shareholders or entering into an a confidentiality agreement in respect of and providing information pursuant to Section 6.19(c), regarding an unsolicited bona fide written Acquisition Proposal that did not otherwise result from a breach of this Section 6.19 and that the Board of Directors of the Company Domtar determines in good faith, after consultation with financial advisors and outside counsel, constitutes or is reasonably likely to result in a Superior Proposal; provided, however, that prior to taking such action, the Board of Directors must have determined, after receiving an opinion of consultation with outside counsel to the effect counsel, that it is appropriate that for the Board of Directors of the Company Domtar take such action in order to discharge properly its fiduciary duties. Domtar shall not consider, wouldnegotiate, if consummated in accordance with accept, approve or recommend an Acquisition Proposal after the date of the issuance of the Final Order. Domtar shall, and shall cause the officers, directors, employees, representatives and agents of Domtar and its termssubsidiaries to, result in a transaction (x) more favourable cease immediately all discussions and negotiations conducted prior to the Company's shareholders than the transaction contemplated by date of this Agreement and (yregarding any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. Nothing contained in this Section 6.19(a) having a value per Share greater than shall prohibit Domtar from responding to any unsolicited proposal or inquiry solely by advising the per share value attributable thereto under person making such proposal or inquiry of the transaction contemplated by terms of this Agreement (any such Acquisition Proposal being referred to herein as a "Superior Proposal"Section 6.19(a).

Covenants Regarding Non-Solicitation. (a) The Company Avenor shall not, directly or indirectly, through any officer, director, Employeeemployee, representative or agent of the CompanyAvenor or any of its Subsidiaries, (i) solicit, initiate or knowingly encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding a merger, arrangement, consolidation, sale of assets, reorganization or recapitalization with any party other than Parent and its affiliates (an "Acquisition Proposal"), (ii) participate in any discussions or negotiations regarding any Acquisition Proposal, (iii) withdraw or modify in a manner adverse to Parent Bowater the approval of the Board of Directors of the Company Avenor of the Contemplated Transactions (iv) transactions contemplated hereby, approve or recommend any Acquisition Proposal or (v) cause the Company Avenor to enter into any agreement related to any Acquisition Proposal; provided, however, that, that subject to section 5.8 Section 5.5 but notwithstanding the preceding part of this section 5.7(aSection 5.4(a) and any other provision of this Agreement, nothing shall prevent the Board of Directors of the Company Avenor from considering, negotiating, approving, recommending to the Company its shareholders or entering into an agreement in respect of an unsolicited bona fide written Acquisition Proposal that the Board of Directors of the Company Avenor determines in good faith, after consultation with financial advisors and after receiving an opinion of outside counsel to the effect that it is appropriate that the Board of Directors of the Company Avenor is required to take such action in order to discharge properly its fiduciary duties, would, if consummated in accordance with its terms, result in a transaction (x) more favourable to the CompanyAvenor's shareholders than the transaction contemplated by this Agreement and (y) having a value per Share greater than the per share value attributable thereto under the transaction contemplated by this Agreement (any such Acquisition Proposal being referred to herein as a "Superior Proposal").;

Covenants Regarding Non-Solicitation. (a) The Company Primetech shall not, directly or indirectly, through any officer, director, Employeeemployee, representative or agent of Primetech or the CompanySubsidiary, (i) solicit, initiate or knowingly encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding a merger, arrangement, consolidation, sale of assets, reorganization or recapitalization with any party other than Parent and its affiliates (an "Acquisition Proposal"), (ii) participate in or continue any discussions or negotiations regarding any Acquisition ProposalProposal other than with Celestica, (iii) withdraw or modify in a manner adverse to Parent the approval of the Board of Directors of the Company of the Contemplated Transactions (iv) and shall not approve or recommend any Acquisition Proposal or (v) enter into or cause Primetech or the Company Subsidiary to enter into any agreement related to any Acquisition Proposal; provided, however, that, that subject to section 5.8 Section 5.7 but notwithstanding the preceding part of this section 5.7(aSubsection 5.5(a) and any other provision of this Agreement, nothing shall prevent the Primetech Board of Directors of the Company from considering, negotiating, participating in discussions, approving, recommending to the Company its shareholders or entering into an agreement and providing information and entering into a confidentiality agreement pursuant to Subsection 5.5(d) in respect of an unsolicited bona fide BONA FIDE written Acquisition Proposal that (which, if in the form of a take-over bid, may only be a take- over bid made for all the shares of Primetech) made by a third party to Primetech or the Primetech Board of Directors after the date hereof for which adequate financial arrangements have been made that the Primetech Board of the Company Directors determines in good faith, after consultation with financial advisors and after receiving an opinion of outside counsel to the effect that it is appropriate that the Board of Directors of the Company take such action in order to discharge properly its fiduciary duties, wouldfaith could reasonably, if consummated in accordance with its terms, result in a transaction (x) more favourable from a financial point of view to the Company's shareholders Shareholders than the transaction contemplated by this Agreement Agreement, provided that any such determination of the Primetech Board of Directors shall only be made if the Primetech Board of Directors has received: (i) advice of outside counsel to the effect that the Primetech Board of Directors is required to do so in order to discharge properly its fiduciary duties; and (yii) having an opinion of a nationally-recognized financial adviser to Primetech to the effect that such Acquisition Proposal clearly provides at least 7.5% more value per Share greater to holders of Primetech Common Shares than the per share value attributable thereto under the transaction contemplated by this Agreement Arrangement) (any such Acquisition Proposal being referred to herein as a "Superior ProposalSUPERIOR PROPOSAL"), and provided further that immediately upon receipt of such advice and opinion Primetech advises Celestica in writing that Primetech has received such advice and opinion and provides the details thereof to Celestica in writing.

Covenants Regarding Non-Solicitation. (a) The Company Datec shall not, directly or indirectly, through any officer, director, Employeeemployee, representative or agent of Datec or the CompanyDatec Subsidiaries, (i) solicit, initiate or knowingly encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding a merger, arrangement, consolidation, sale of assets, reorganization or recapitalization with any party other than Parent and its affiliates (an "Acquisition Proposal"), (ii) participate in any discussions or negotiations regarding any Acquisition Proposal, (iii) withdraw or modify in a manner adverse to Parent eLandia the approval of the Board of Directors of the Company Datec of the Contemplated Transactions transactions contemplated hereby, (iv) approve or recommend any Acquisition Proposal or (v) cause the Company Datec to enter into any agreement related to any Acquisition Proposal; Proposal provided, however, that, subject to section 5.8 5.6 but notwithstanding the preceding part of this section 5.7(a) and any other provision of this Agreement, nothing shall prevent the Board of Directors of the Company Datec from considering, negotiating, approving, recommending to the Company Datec shareholders or entering into an agreement in respect of an unsolicited bona fide written Acquisition Proposal that the Board of Directors of the Company Datec determines in good faith, after consultation with financial advisors and after receiving an opinion of outside counsel to the effect that it is appropriate that the Board of Directors of the Company Datec take such action in order to discharge properly its fiduciary duties, would, if consummated in accordance with its terms, result in a transaction (x) more favourable to the Company's Datec’s shareholders than the transaction contemplated by this Agreement Agreement, and (y) having a value per Datec Common Share greater than the per share value attributable thereto under the transaction contemplated by this Agreement (Agreement, any such Acquisition Proposal being referred to herein as a "“Superior Proposal")”.

Covenants Regarding Non-Solicitation. (a1) The Company Subject to Section 4.6, Trimark shall not, directly or indirectly, through any officer, director, Employeeemployee, representative (including for greater certainty any investment banker, lawyer or accountant) or agent of the CompanyTrimark or any of its subsidiaries, (i) solicit, initiate or initiate, knowingly encourage or otherwise facilitate (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding a merger, arrangement, consolidation, sale of assets, reorganization or recapitalization with any party other than Parent and its affiliates (an "Acquisition Proposal"), (ii) participate in any discussions or negotiations regarding any Acquisition Proposal, (iii) withdraw or modify in a manner adverse to Parent the approval of the Board of Directors of the Company of the Contemplated Transactions (iv) approve or recommend any Acquisition Proposal or (viv) cause the Company to enter into any agreement agreement, arrangement or understanding related to any Acquisition Proposal; provided, however, that, subject to section 5.8 but notwithstanding . Notwithstanding the preceding part of this section 5.7(aSection 4.5(1) and any other provision of this Agreement, nothing shall prevent the Board of Directors of the Company Trimark from considering, negotiatingparticipating in any discussions or negotiations, approving, recommending to the Company shareholders or entering into an a confidentiality agreement in respect of and providing information pursuant to Section 4.5(3) (but subject to Section 4.6 not approve, recommend or enter into any agreement, arrangement or understanding), regarding an unsolicited bona fide written Acquisition Proposal (a) in respect of which any required financing has been demonstrated to the satisfaction of the Board of Directors, acting in good faith, to be reasonably likely to be obtained, (b) that did not otherwise result from a breach of this Section 4.5, and (c) which the Board of Directors of the Company determines Trimark has determined in good faith, after consultation with financial advisors and after receiving with outside counsel, is a Superior Proposal. Trimark shall, and shall cause the officers, directors, employees, representatives and agents of Trimark and its subsidiaries to, cease immediately all discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, an opinion Acquisition Proposal, and request the return or destruction of outside counsel all information provided in connection therewith. For greater certainty, a bona fide written Acquisition Proposal shall not be considered to the effect that be solicited solely because it is appropriate that the Board of Directors of the Company take such action in order proposed by a party with whom Trimark had held discussions or negotiations with respect to discharge properly its fiduciary duties, would, if consummated in accordance with its terms, result in a transaction (x) more favourable to the Company's shareholders than the transaction contemplated by this Agreement and (y) having a value per Share greater than the per share value attributable thereto under the transaction contemplated by this Agreement (any such potential Acquisition Proposal being referred prior to herein as a "Superior Proposal")May 5, 2000.

Covenants Regarding Non-Solicitation. (a) The Company Subject to Section 6.20, Domtar shall not, directly or indirectly, through any officer, director, Employeeemployee, representative or agent of the CompanyDomtar or any of its subsidiaries, (i) solicit, initiate or knowingly encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding a merger, arrangement, consolidation, sale of assets, reorganization or recapitalization with any party other than Parent and its affiliates (an "Acquisition Proposal"), (ii) participate in any discussions or negotiations regarding any Acquisition Proposal, (iii) withdraw or modify in a manner adverse to Parent Weyerhaeuser the approval of the Board of Directors of the Company Domtar of the Contemplated Transactions or the recommendation of the Board of Directors of Domtar to the holders of Domtar Capital Shares or Domtar Options, (iv) approve or recommend any Acquisition Proposal or (v) cause the Company to enter into any agreement agreement, arrangement or understanding related to any Acquisition Proposal; provided, however, that, subject to section 5.8 but notwithstanding . Notwithstanding the preceding part of this section 5.7(aSection 6.19(a) and any other provision of this Agreement, nothing shall prevent the Board of Directors of Domtar prior to the Company issuance of the Final Order from considering, negotiatingparticipating in any discussions or negotiations, approving, recommending to the Company shareholders or entering into an a confidentiality agreement in respect of and providing information pursuant to Section 6.19(c), regarding an unsolicited bona fide written Acquisition Proposal that did not otherwise result from a breach of this Section 6.19 and that the Board of Directors of the Company Domtar determines in good faith, after consultation with financial advisors and outside counsel, constitutes or is reasonably likely to result in a Superior Proposal; provided, however, that prior to taking such action, the Board of Directors must have determined, after receiving an opinion of consultation with outside counsel to the effect counsel, that it is appropriate that for the Board of Directors of the Company Domtar take such action in order to discharge properly its fiduciary duties. Domtar shall not consider, wouldnegotiate, if consummated in accordance with its termsaccept, result in a transaction (x) more favourable to the Company's shareholders than the transaction contemplated by this Agreement and (y) having a value per Share greater than the per share value attributable thereto under the transaction contemplated by this Agreement (any such approve or recommend an Acquisition Proposal being referred after the date of the issuance of the Final Order. Domtar shall, and shall cause the officers, directors, employees, representatives and agents of Domtar and its subsidiaries to, cease immediately all discussions and negotiations conducted prior to herein as a "Superior August 22, 2006 regarding any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal". Nothing contained in this Section 6.19(a) shall prohibit Domtar from responding to any unsolicited proposal or inquiry solely by advising the person making such proposal or inquiry of the terms of this Section 6.19(a).