Common use of Notice of Primero Superior Proposal Determination Clause in Contracts

Notice of Primero Superior Proposal Determination. (a) Primero and the Primero Board shall not accept, approve, recommend or enter into any agreement in respect of a Primero Acquisition Proposal (other than a confidentiality agreement contemplated by subsection 6.1(d) hereof) on the basis that it could, if consummated in accordance with its terms, reasonably be expected to result in a Primero Superior Proposal, or would constitute a Primero Superior Proposal, unless: (i) the Primero Meeting has not occurred; (ii) Primero has complied with its obligations under section 6.1 and the other provisions of this Article 6; (iii) such Primero Superior Proposal does not provide for the payment of any break, termination or other fees or expenses to the other Party in the event that Primero completes the Arrangement or any similar other transaction with Northgate or any of its affiliates agreed prior to any termination of this Agreement; (iv) it has provided Northgate with the information about such Primero Acquisition Proposal as required under subsection 6.1(c) that the Primero Board have determined would be a Primero Superior Proposal pursuant to subsection 6.1(a) hereof; (v) five Business Days shall have elapsed from the later of the date Northgate received notice of the determination of the Primero Board to accept, approve, recommend or enter into an agreement, arrangement or understanding in respect of such Primero Superior Proposal and the date Northgate received the documents pursuant to subsection 6.1(c) hereof; and (vi) this Agreement is terminated under section 6.5 and Primero has paid the Primero Termination Payment to Northgate.