Notice of Superior Proposal Determination. Neither Acetex nor AT Plastics shall accept, approve or recommend or enter into any agreement (except for a confidentiality agreement pursuant to Section 5.5(d)) in respect of an Acquisition Proposal on the basis that it constitutes a Superior Proposal unless (i) it has provided the other Party hereto with a copy of the Acquisition Proposal document which has been determined to be a Superior Proposal, with such deletions as are necessary to protect confidential portions of such Acquisition Proposal document, provided that the material terms, conditions and the identity of the person, and controlling person, if any, making the Acquisition Proposal may not be deleted; (ii) five (5) business days (the "Notice Period") shall have elapsed from the later of the date the other Party received notice of the determination to accept, approve or recommend an agreement in respect of such Acquisition Proposal, and the date such Party received a copy of the Acquisition Proposal document; (iii) it has paid to the other Party the fee payable under Sections 8.1 or 8.2, as the case may be; and (iv) it concurrently terminates this Agreement pursuant to Sections 9.1(e) or (f), as the case may be. During the Notice Period, the Party receiving or subject to the Superior Proposal shall provide a reasonable opportunity to the other Party to consider, discuss and offer such adjustments in the terms and conditions of this Agreement as would enable the Party receiving the Superior Proposal to proceed with its recommendation to securityholders with respect to the Amalgamation; provided however that any such adjustment shall be at the discretion of the Parties at the time. The Board of Directors of the Party receiving or subject to the Superior Proposal will review in good faith any offer made by the other Party to amend the terms of this Agreement in order to determine, in its discretion, as part of its exercising its fiduciary duties, whether the proposed amendments would, upon acceptance, result in such Superior Proposal ceasing to be a Superior Proposal. If the Board of Directors of the Party determines that the Superior Proposal would cease to be a Superior Proposal, it will so advise the other Party and will accept the offer by the other Party to amend the terms of this Agreement and the Parties agree to take such actions and execute such documents as are necessary to give effect to the foregoing. If the Board of Directors of the Party subject to or receiving the Superior Proposa...
Notice of Superior Proposal Determination. (a) Glamis and the directors of Glamis shall not make a Change of Glamis Recommendation or accept, approve, recommend or enter into any agreement in respect of an Acquisition Proposal (other than a confidentiality agreement and a standstill agreement contemplated by subsection 6.01(d) hereof) on the basis that it would constitute a Superior Proposal, unless (i) Glamis has complied with its obligations under section 6.01 and the other provisions of this Article 6, (ii) such 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 Glamis completes the Arrangement or any similar other transaction with Goldcorp or any of its affiliates agreed prior to any termination of this Agreement, (iii) it has provided Goldcorp with the information about such Acquisition Proposal as required under subsection 6.01(c) that the directors of Glamis have determined would be a Superior Proposal pursuant to subsection 6.01(a) hereof, and (iv) five (5) Business Days shall have elapsed from the later of the date Goldcorp received notice of the determination of the directors of Glamis to accept, approve, recommend or enter into an agreement in respect of such Superior Proposal and the date Goldcorp received the documents pursuant to subsection 6.01(c) hereof.
Notice of Superior Proposal Determination. (a) Subject to the rights of the Purchaser Parties under Section 6.2(b), Osisko and the Osisko Board may make a Change of Osisko Recommendation or terminate this Agreement in accordance with Section 7.3 only if:
Notice of Superior Proposal Determination. (a) Neither Richmont or the Richmont Board nor Alamos or the Alamos Board shall accept, approve, recommend or enter into any agreement, arrangement or understanding in respect of a Richmont Superior Proposal or Alamos Superior Proposal, as applicable (other than a confidentiality and standstill agreement contemplated by Section 6.1(d) hereof), unless:
Notice of Superior Proposal Determination. (a) Subject to Section 6.2(b), CanniMed agrees that it will not accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by Section 6.1(d)) and/or withdraw, modify or qualify its approval or recommendation in respect of the Improved Offer and recommend or approve the Acquisition Proposal, unless:
Notice of Superior Proposal Determination. 6.2 (a) Silvermex and the Silvermex Board shall not accept, approve, recommend or enter into any agreement in respect of an Acquisition Proposal (other than a confidentiality agreement and a standstill agreement contemplated by §6.1(e) hereof) on the basis that it would constitute a Superior Proposal unless:
Notice of Superior Proposal Determination. (a) The Company shall not accept, approve, recommend or enter into any agreement, arrangement or understanding in respect of an Acquisition Proposal (other than a non-disclosure agreement as contemplated by section 8(c)) unless (i) it has provided the Offeror with a copy of the Acquisition Proposal document which the Board has determined would be a Superior Proposal, and (ii) five Business Days shall have elapsed from the later of the date the Offeror received notice of the Company's proposed determination to accept, approve, recommend or enter into an agreement in respect of such Acquisition Proposal, and the date the Offeror received a copy of the Acquisition Proposal. Information provided under this section 9(a) shall constitute Information for the purposes of section 10(b).
Notice of Superior Proposal Determination. 4.4.1 If St. Jude has fully complied with Section 4.3 and this Section 4.4, St. Jude may accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of an Acquisition Proposal and withdraw or modify in a manner adverse to Golden Star its recommendation of the approval of the Arrangement, if and only if it:
Notice of Superior Proposal Determination. (a) Gold Eagle and the directors of Gold Eagle shall not make a Change of Gold Eagle Recommendation or accept, approve, recommend or enter into any agreement in respect of an Acquisition Proposal (other than a confidentiality agreement and a standstill agreement contemplated by subsection 6.01(d) hereof) unless (i) Gold Eagle has complied with its obligations under section 6.01 and the other provisions of this Article 6, (ii) it has provided Goldcorp with the information about such Acquisition Proposal as required under subsection 6.01(c); (iii) the directors of Gold Eagle have determined the Acquisition Proposal would be a Superior Proposal pursuant to subsection 6.01(a) hereof, and (iv) five (5) Business Days shall have elapsed from the later of the date Goldcorp received notice of the determination of the directors of Gold Eagle to accept, approve, recommend or enter into an agreement in respect of such Superior Proposal and the date Goldcorp received the documents pursuant to subsection 6.01(c) hereof.
Notice of Superior Proposal Determination. None of the Company, its Subsidiaries and its Representatives shall accept, approve, recommend or enter into any agreement in respect of any Acquisition Proposal (other than the confidentiality agreement contemplated by Section 7.19.4) on the basis that it would constitute a Superior Proposal unless (a) the Company shall have provided Parent with a copy of the Acquisition Proposal document that the Company's Board of Directors shall have determined would be a Superior Proposal, and (b) five Business Days shall have elapsed from the later of (i) the date Parent shall have received notice of the Company's proposed determination to accept, approve, recommend or enter into an agreement in respect of such Acquisition Proposal and (ii) the date Parent shall have received a copy of the Acquisition Proposal document. 7.20.2.
