Common use of Non-Solicitation of Acquisition Proposals Clause in Contracts

Non-Solicitation of Acquisition Proposals. Subject to the terms and conditions of this Agreement (including, for the avoidance of doubt, Section 2.4), the Holder hereby covenants and agrees in favour of the Purchaser that he/she shall: 2.2.1 not, directly or indirectly, through any shareholder, director, officer, employee, agent or representative of the Holder, take any action of any kind which would reasonably be expected to reduce the likelihood of, or interfere with, the completion of the Arrangement, including, but not limited to, any action to (i) solicit, assist, initiate, knowingly encourage, continue or otherwise facilitate (including by way of furnishing non-public information, soliciting proxies (within the meaning of the Securities Act) or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries, submissions, offers or proposals regarding any Acquisition Proposal, (ii) knowingly participate in any discussions or negotiations regarding any Acquisition Proposal, (iii) influence the board of the Corporation to approve or recommend any Acquisition Proposal, or (iv) cause the Corporation to accept or enter into any agreement, letter of intent, arrangement or understanding related to any Acquisition Proposal; 2.2.2 cease, and cause any shareholder, director, officer, employee, agent or representative of the Holder 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 2.2.3 not, directly or indirectly, through any shareholder, director, officer, employee, agent or representative of the Holder, offer or commit to pay or pay any fee to any Person or assume or agree to reimburse the expenses of any Person as an inducement to the making of or otherwise in connection with any Acquisition Proposal.