Common use of Notice of Superior Proposal Determination Clause in Contracts

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 Proposal continues to believe, in good faith and after consultation with financial advisors and outside counsel, that such Superior Proposal remains a Superior Proposal and therefore rejects the amendments offered by the other Party hereto, that Party may, subject to the terms of this Agreement including the payment of applicable fees under Article 8, accept, approve, recommend or enter into an agreement, understanding or arrangement in respect of such Superior Proposal. Each successive material modification of any Acquisition Proposal or a Superior Proposal shall constitute a new Acquisition Proposal for the purposes of this Section 5.6 and shall require a five (5) business day Notice Period from the date such amendment is communicated to the other Party hereto (other than an amendment to improve upon a Superior Proposal in respect of which the other Party has been provided with an opportunity to amend the terms of this Agreement and such Superior Proposal has not ceased to be a Superior Proposal prior to the proposed amendment). Information provided hereunder shall constitute confidential information under the Confidentiality Agreement.

Notice of Superior Proposal Determination. Neither Acetex nor AT Plastics 724 Solutions shall not 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 (ior change or withdraw its recommendation in favour of the Arrangement) except as permitted by Section 2.5(b) unless: (a) it has promptly provided the other Party hereto Holdings 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; (iib) five (5) business days three Business Days (the "“Notice Period"”) shall have elapsed from the later of the date the other Party Holdings 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 (ivc) it concurrently terminates before entering into any agreement with respect to a Superior Proposal, this Agreement shall have been terminated pursuant to Sections 9.1(e) or (fSection 6.2(c)(iv), as the case may be. During the Notice Period, the Party receiving or subject to the Superior Proposal 724 Solutions shall provide a reasonable opportunity to the other Party Holdings to consider, discuss and offer such adjustments in the terms and conditions of this Agreement as would enable the Party receiving the Superior Proposal 724 Solutions to proceed with its recommendation to securityholders the Shareholders with respect to the AmalgamationArrangement; provided however provided, however, that any such adjustment shall be at the discretion of the Parties Holdings at the time. The Board board of Directors directors of 724 Solutions (excluding the Party receiving or subject to the Superior Proposal AV Designees and Xxxx Xxxx) will review in good faith any offer made by the other Party Holdings to amend the terms of this Agreement in order to determine, in its discretion, as part of its exercising satisfying its fiduciary duties, whether the proposed amendments would, upon acceptance, result in such Superior Proposal ceasing to be a Superior ProposalProposal (and whether it will change or withdraw its recommendation in favour of the Arrangement). If the Board of Directors a majority of the Party board of directors of 724 Solutions (excluding the AV Designees and Xxxx Xxxx) determines that the Superior Proposal would cease to be a Superior Proposal, it 724 Solutions will so advise the other Party Holdings and will accept the offer by the other Party Holdings 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 board of Directors directors of 724 Solutions (excluding the Party subject to or receiving the Superior Proposal AV Designees and Xxxx Xxxx) continues to believe, in good faith and after consultation with financial advisors and outside counsel, that such Superior Proposal remains a Superior Proposal and therefore rejects the amendments offered by the other Party heretoHoldings, that Party then 724 Solutions may, subject to the terms of this Agreement including the payment of applicable fees under Article 8Agreement, accept, approve, recommend or enter into an agreement, understanding or arrangement in respect of such Superior ProposalProposal (and change or withdraw its recommendation in favour of the Arrangement). Each successive material modification of any Acquisition Proposal or a Superior Proposal shall constitute a new Acquisition Proposal for the purposes of this Section 5.6 4.5 and shall require a five (5) business day three Business Day Notice Period from the date a copy of such amendment is communicated provided to the other Party hereto Holdings (other than an amendment to improve upon a Superior Proposal in respect of which the other Party Holdings has been provided with an opportunity to amend the terms of this Agreement and such Superior Proposal has not ceased to be a Superior Proposal prior to the proposed amendment). Information provided hereunder If 724 Solutions provides Holdings with the notice contemplated in this Section 4.5 on a date that is less than seven calendar days prior to the Meeting, if requested by Holdings, 724 Solutions shall constitute confidential information under adjourn the Confidentiality AgreementMeeting to a date that is not less than seven calendar days and not more than fourteen calendar days after the date of such notice.

Notice of Superior Proposal Determination. Neither Acetex nor AT Plastics Xxx Xxxxx shall not accept, approve or recommend or enter into any agreement (except for a confidentiality agreement pursuant to Section 5.5(dsubsection 5.3(e)) in respect of an Acquisition Proposal on the basis that it constitutes a Superior Proposal unless unless: (i) it has provided the other Party hereto Rolling Thunder 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 three Business Days (the "Notice Period") shall have elapsed from the later of the date the other Party Rolling Thunder received notice of the determination to accept, approve or recommend an agreement in respect of such Acquisition Proposal, Proposal and the date such Party Rolling Thunder received a copy of the Acquisition Proposal document; (iii) it has paid to the other Party Rolling Thunder the fee payable under Sections 8.1 or 8.2, as the case may beArticle 8; and (iv) it concurrently terminates this Agreement pursuant to Sections 9.1(e) or (f), as the case may beSection 9.1. During the Notice Period, the Party receiving or subject to the Superior Proposal Xxx Xxxxx shall provide a reasonable opportunity to the other Party Rolling Thunder to consider, discuss and offer such adjustments in the terms and conditions of this Agreement as would enable the Party receiving the Superior Proposal Xxx Xxxxx to proceed with its recommendation to securityholders the Xxx Xxxxx Securityholders with respect to the AmalgamationArrangement; provided however provided, however, that any such adjustment shall be at the discretion of the Parties Xxx Xxxxx and Rolling Thunder at the time. The Board board of Directors directors of the Party receiving or subject to the Superior Proposal Xxx Xxxxx will review in good faith any offer made by the other Party Rolling Thunder 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 board of Directors directors of the Party Xxx Xxxxx determines that the Superior Proposal would cease to be a Superior Proposal, it will so advise the other Party Rolling Thunder and will accept the offer by the other Party Rolling Thunder to amend the terms of this Agreement and the Parties Xxx Xxxxx and Rolling Thunder agree to take such actions and execute such documents as are necessary to give effect to the foregoing. If the Board board of Directors directors of the Party subject to or receiving the Superior Proposal Xxx Xxxxx continues to believe, in good faith and after consultation with financial advisors and outside counsel, that such Superior Proposal remains a Superior Proposal and therefore rejects the amendments offered by the other Party heretoRolling Thunder, that Party Xxx Xxxxx may, subject to the terms of this Agreement Agreement, including the payment of applicable fees under Article 8, accept, approve, recommend or enter into an agreement, understanding or arrangement in respect of such Superior Proposal. Each successive material modification of any Acquisition Proposal or a Superior Proposal shall constitute a new Acquisition Proposal for the purposes of this Section 5.6 5.4 and shall require a five (5) business day three Business Day Notice Period from the date such amendment is communicated to the other Party hereto Rolling Thunder (other than an amendment to improve upon a Superior Proposal in respect of which the other Party Rolling Thunder has been provided with an opportunity to amend the terms of this Agreement and such Superior Proposal has not ceased to be a Superior Proposal prior to the proposed amendment). Information provided hereunder shall constitute confidential information Confidential Information under the Confidentiality Agreement.

Notice of Superior Proposal Determination. Neither Acetex nor AT Plastics The Corporation shall not accept, approve or approve, recommend or enter into any agreement (except for a confidentiality agreement pursuant to Section 5.5(d)) in respect of an Acquisition Proposal (other than a confidentiality agreement contemplated by section 5.5(c)) on the basis that it constitutes would constitute a Superior Proposal unless (i) it has provided the other Party hereto ADSX with a copy of the Acquisition Proposal document which the Board of Directors of the Corporation has been determined to in accordance with section 5.5(a) would 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") Business Days shall have elapsed from the later of the date the other Party ADSX received notice of the Corporation’s proposed determination to accept, approve approve, recommend or recommend enter into an agreement in respect of such Acquisition Proposal, and the date such Party ADSX 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 (fProposal. Information provided shall constitute confidential Information for purposes of section 5.7(b), as the case may be. During the Notice Periodsuch five Business Day period, the Party receiving or subject Corporation acknowledges that ADSX shall have the opportunity, but not the obligation, to the Superior Proposal shall provide a reasonable opportunity offer to the other Party to consider, discuss and offer such adjustments in amend the terms and conditions of this Agreement as would enable and 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 timeArrangement. The Board of Directors of the Party receiving or subject to the Superior Proposal Corporation will review in good faith any offer made by the other Party ADSX to amend the terms of this Agreement in good faith in order to determine, in its discretion, as part discretion in the exercise of its exercising its fiduciary duties, whether ADSX’s offer upon acceptance by the proposed amendments would, upon acceptance, Corporation would result in such Superior the Acquisition Proposal ceasing to be not being a Superior Proposal. If the Board of Directors of the Party determines that the Superior Proposal would cease to be a Superior ProposalCorporation so determines, 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 foregoingenter into an amended agreement with ADSX reflecting ADSX’s amended proposal. If the Board of Directors of the Party subject to or receiving the Superior Proposal Corporation continues to believe, in good faith and after consultation with financial advisors and outside counsel, that such Superior the Acquisition Proposal remains is nonetheless a Superior Proposal and therefore rejects ADSX’s amended proposal, the amendments offered by Corporation will pay to ADSX the other Party hereto, break fee payable to ADSX under section 7.4 as required thereunder. The Corporation also acknowledges and agrees that Party may, subject to the terms of this Agreement including the payment of applicable fees under Article 8, accept, approve, recommend or enter into an agreement, understanding or arrangement in respect of such Superior Proposal. Each each successive material modification of any Acquisition Proposal or a Superior Proposal shall constitute a new Acquisition Proposal for the purposes of this Section 5.6 and shall require a five the requirement under clause (5ii) business day Notice Period from the date such amendment is communicated to the other Party hereto (other than an amendment to improve upon a Superior Proposal in respect of which the other Party has been provided with an opportunity to amend the terms of this Agreement and such Superior Proposal has not ceased section 5.6 to be a Superior Proposal prior to the proposed amendment). Information provided hereunder shall constitute confidential information under the Confidentiality Agreementinitiate an additional five Business Day notice period.

Notice of Superior Proposal Determination. Neither Acetex nor AT Plastics shall (a) If Northern Orion has complied with section 6.01, Northern Orion may accept, approve or approve, recommend or enter into any agreement agreement, understanding or arrangement in respect of a Superior Proposal received prior to the date of approval of the Arrangement by the Northern Orion Shareholders, or after the date which is 11 days after the approval of the Arrangement by the Northern Orion Shareholders at the Northern Orion Meeting or at the Post-Amendment Meeting, as applicable, or as permitted pursuant to subsection 4.02(y) of this Agreement, and terminate this Agreement if, and only if (except for with the exception of a confidentiality agreement pursuant the execution of which shall not be subject to Section 5.5(dthe conditions of this section 6.02)) in respect of an Acquisition Proposal on the basis that it constitutes a Superior Proposal unless , (i) it Northern Orion has provided the other Party hereto Yamana with a copy of the Acquisition Superior Proposal document which document, (ii) Northern Orion has been provided Yamana with the information regarding such Superior Proposal required under subsection 6.01(d); (iii) Northern Orion's board of directors has determined in good faith after consultation with outside legal counsel and its financial advisors that it is necessary in order for the board of directors to be a discharge properly its fiduciary duties to withdraw or modify its approval or recommendation of this Agreement and to approve or recommend such Superior Proposal, (iv) 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 Northern Orion or any of its Subsidiaries completes the transactions contemplated by this Agreement or any similar other transaction with such deletions as are necessary Yamana or any of its affiliates agreed to protect confidential portions prior to any termination of such Acquisition Proposal document, provided that the material terms, conditions this Agreement and the identity of the person, and controlling person, if any, making the Acquisition Proposal may not be deleted; (iiv) five (5) business days (the "Notice Period") four Business Days shall have elapsed from the later of the date the other Party Yamana received written 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 Notice") advising Yamana that Northern Orion's board of directors has resolved 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 Proposal continues to believe, in good faith and after consultation with financial advisors and outside counsel, that such Superior Proposal remains a Superior Proposal and therefore rejects the amendments offered by the other Party hereto, that Party may, subject to the terms of this Agreement including the payment of applicable fees under Article 8, accept, approve, recommend or enter into an agreement, understanding or arrangement agreement in respect of such Superior ProposalProposal subject only to this 6.02, and the date Yamana received a copy of such Superior Proposal document. Each successive material modification of any Acquisition Proposal or In the event that Northern Orion provides Yamana with a Superior Proposal shall constitute Notice on a new Acquisition Proposal for date that is less than seven Business Days prior to a Northern Orion Meeting or the purposes Post-Amendment Meeting, Northern Orion shall, at the request of this Section 5.6 Yamana, adjourn such meeting to a date that is not less than five Business Days and shall require a five (5) business day Notice Period from not more than 15 days after the date such amendment is communicated of the Superior Proposal Notice. If the Northern Orion Proxy Circular has been sent to the other Party hereto (other than an amendment to improve upon a Superior Proposal in respect of which the other Party has been provided with an opportunity to amend the terms of this Agreement and such Superior Proposal has not ceased to be a Superior Proposal Northern Orion Shareholders prior to the proposed amendment). Information provided hereunder expiry of the four Business Day period set forth in this subsection 6.02(a) and, during such period, Yamana requests in writing that the Northern Orion Meeting proceed, unless otherwise ordered by a court, Northern Orion shall constitute confidential information under continue to take all reasonable steps necessary to hold the Confidentiality Agreement.Northern Orion Meeting and to cause the Arrangement to be voted on at such meeting;

Notice of Superior Proposal Determination. Neither Acetex nor AT Plastics The Company shall not 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 (ior change or withdraw its recommendation in favour of the Transaction) unless: (a) it has promptly provided the other Party hereto Acquisitionco 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; (iib) five (5) business days Business Days (the "“Notice Period"”) shall have elapsed from the later of the date the other Party Acquisitionco 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 (ivc) it concurrently terminates before entering into any agreement with respect to a Superior Proposal, this Agreement shall have been terminated pursuant to Sections 9.1(e) or (fSection 6.2(3)(d), as the case may be. During the Notice Period, the Party receiving or subject to the Superior Proposal Company shall provide a reasonable opportunity to the other Party Acquisitionco to consider, discuss and offer such adjustments in the terms and conditions of this Agreement as would enable the Party receiving the Superior Proposal Company to proceed with its recommendation to securityholders the Company Shareholders with respect to the AmalgamationTransaction; provided however provided, however, that any such adjustment shall be at the discretion of the Parties Acquisitionco at the time. The Board board of Directors directors of the Party receiving or subject to the Superior Proposal Company will review in good faith any offer made by the other Party Acquisitionco 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 ProposalProposal (and whether it will change or withdraw its recommendation in favour of the Transaction). If the Board of Directors a majority of the Party board of directors of the Company determines that the Superior Proposal would cease to be a Superior Proposal, it the Company will so advise the other Party Acquisitionco and will accept the offer by the other Party Acquisitionco 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 board of Directors directors of the Party subject to or receiving the Superior Proposal Company continues to believe, in good faith and after consultation with financial advisors and outside counsel, that such Superior Proposal remains a Superior Proposal and therefore rejects the amendments offered by Acquisitionco, then the other Party hereto, that Party Company may, subject to the terms of this Agreement including the payment of applicable fees under Article 8Agreement, accept, approve, recommend or enter into an agreement, understanding or arrangement in respect of such Superior ProposalProposal (and change or withdraw its recommendation in favour of the Transaction). Each successive material modification of any Acquisition Proposal or a Superior Proposal shall constitute a new Acquisition Proposal for the purposes of this Section 5.6 4.5 and shall require a five (5) business day three Business Day Notice Period from the date a copy of such amendment is communicated provided to the other Party hereto Acquisitionco (other than an amendment to improve upon a Superior Proposal in respect of which the other Party Acquisitionco has been provided with an opportunity to amend the terms of this Agreement and such Superior Proposal has not ceased to be a Superior Proposal prior to the proposed amendment). Information provided hereunder If the Company provides Acquisitionco with the notice contemplated in this Section on a date that is less than seven calendar days prior to the Company Meeting, if requested by Acquisitionco, the Company shall constitute confidential information under adjourn the Confidentiality AgreementCompany Meeting to a date that is not less than seven calendar days and not more than ten calendar days after the date of such notice.

Notice of Superior Proposal Determination. Neither Acetex nor AT Plastics shall (a) If Northern Orion has complied with section 6.01, Northern Orion may accept, approve or approve, recommend or enter into any agreement agreement, understanding or arrangement in respect of a Superior Proposal received prior to the date of approval of the Arrangement by the Northern Orion Shareholders, or after the date which is 11 days after the approval of the Arrangement by the Northern Orion Shareholders at the Northern Orion Meeting or at the Post-Amendment Meeting, as applicable, or as permitted pursuant to subsection 4.02(y) of this Agreement, and terminate this Agreement if, and only if (except for with the exception of a confidentiality agreement pursuant the execution of which shall not be subject to Section 5.5(dthe conditions of this section 6.02)) in respect of an Acquisition Proposal on the basis that it constitutes a Superior Proposal unless , (i) it Northern Orion has provided the other Party hereto Yamana with a copy of the Acquisition Superior Proposal document which document, (ii) Northern Orion has been provided Yamana with the information regarding such Superior Proposal required under subsection 6.01(d); (iii) Northern Orion’s board of directors has determined in good faith after consultation with outside legal counsel and its financial advisors that it is necessary in order for the board of directors to be a discharge properly its fiduciary duties to withdraw or modify its approval or recommendation of this Agreement and to approve or recommend such Superior Proposal, (iv) 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 Northern Orion or any of its Subsidiaries completes the transactions contemplated by this Agreement or any similar other transaction with such deletions as are necessary Yamana or any of its affiliates agreed to protect confidential portions prior to any termination of such Acquisition Proposal document, provided that the material terms, conditions this Agreement and the identity of the person, and controlling person, if any, making the Acquisition Proposal may not be deleted; (iiv) five (5) business days (the "Notice Period") four Business Days shall have elapsed from the later of the date the other Party Yamana received written 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 Notice”) advising Yamana that Northern Orion’s board of directors has resolved 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 Proposal continues to believe, in good faith and after consultation with financial advisors and outside counsel, that such Superior Proposal remains a Superior Proposal and therefore rejects the amendments offered by the other Party hereto, that Party may, subject to the terms of this Agreement including the payment of applicable fees under Article 8, accept, approve, recommend or enter into an agreement, understanding or arrangement agreement in respect of such Superior ProposalProposal subject only to this 6.02, and the date Yamana received a copy of such Superior Proposal document. Each successive material modification of any Acquisition Proposal or In the event that Northern Orion provides Yamana with a Superior Proposal shall constitute Notice on a new Acquisition Proposal for date that is less than seven Business Days prior to a Northern Orion Meeting or the purposes Post-Amendment Meeting, Northern Orion shall, at the request of this Section 5.6 Yamana, adjourn such meeting to a date that is not less than five Business Days and shall require a five (5) business day Notice Period from not more than 15 days after the date such amendment is communicated of the Superior Proposal Notice. If the Northern Orion Proxy Circular has been sent to the other Party hereto (other than an amendment to improve upon a Superior Proposal in respect of which the other Party has been provided with an opportunity to amend the terms of this Agreement and such Superior Proposal has not ceased to be a Superior Proposal Northern Orion Shareholders prior to the proposed amendment). Information provided hereunder expiry of the four Business Day period set forth in this subsection 6.02(a) and, during such period, Yamana requests in writing that the Northern Orion Meeting proceed, unless otherwise ordered by a court, Northern Orion shall constitute confidential information under continue to take all reasonable steps necessary to hold the Confidentiality Agreement.Northern Orion Meeting and to cause the Arrangement to be voted on at such meeting;

Notice of Superior Proposal Determination. Neither Acetex nor AT Plastics shall Old Lorus will not accept, approve or recommend or enter into any agreement (except for a confidentiality agreement pursuant to Section 5.5(d8.3(e)) in respect of an Acquisition Proposal on the basis that it constitutes a Superior Proposal unless (i) it has complied with its obligations under Section 8.3(b), (ii) it has provided the other Party hereto Investor with a complete 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, terms or conditions and or the identity of the person, and controlling person, if any, making the Acquisition Proposal may not be deleted; , (iiiii) five four (54) business days Business Days (the "“Notice Period"”) shall will have elapsed from the later of the date the other Party Investor received notice of the determination to accept, approve or recommend an agreement in respect of such Acquisition Proposal, and the date such Party Investor 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 and pays to Sections 9.1(e) or (f), as Investor the case may benon-completion fee provided for in Section 12.1. During the Notice Period, the Party receiving or subject to the Superior Proposal shall Old Lorus will provide a reasonable opportunity to the other Party Investor to consider, discuss and offer such adjustments in the terms and conditions of this Agreement as would enable the Party receiving the Superior Proposal Old Lorus to proceed with its recommendation to securityholders the Old Lorus Securityholders with respect to the AmalgamationArrangement; provided however that any such adjustment shall will be at the discretion of the Parties Old Lorus and Investor at the time. The Board board of Directors directors of the Party receiving or subject to the Superior Proposal Old Lorus will review in good faith any offer made by the other Party Investor 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 board of Directors directors of the Party Old Lorus determines that the Superior Proposal would cease to be a Superior Proposal, it will so advise the other Party Investor and will accept the offer by the other Party Investor to amend the terms of this Agreement and the Parties Old Lorus and Investor agree to take such actions and execute such documents as are necessary to give effect to the foregoing. If the Board board of Directors directors of the Party subject to or receiving the Superior Proposal Old Lorus continues to believe, in good faith and after consultation with financial advisors and outside counsel, that such Superior Proposal remains a Superior Proposal and therefore rejects the amendments offered by the other Party heretoInvestor, that Party Old Lorus may, subject to the terms of this Agreement including the payment of applicable fees under Article 8the non-completion fee provided for in Section 12.1, accept, approve, recommend or enter into an agreement, understanding or arrangement in respect of such Superior Proposal. Each successive material modification of any Acquisition Proposal or a Superior Proposal shall will constitute a new Acquisition Proposal for the purposes of this Section 5.6 8.4 and shall will require a five four (54) business day Business Day Notice Period from the date such amendment is communicated to the other Party hereto (other than an amendment to improve upon a Superior Proposal in respect of which the other Party has been provided with an opportunity to amend the terms of this Agreement and such Superior Proposal has not ceased to be a Superior Proposal prior to the proposed amendment)Investor. Information provided hereunder shall will constitute confidential information under the Confidentiality Agreement.

Notice of Superior Proposal Determination. Neither Acetex nor AT Plastics The Company shall not 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 (ior change or withdraw its recommendation in favour of the Transaction) unless: (a) it has promptly provided the other Party hereto Acquisitionco 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; (iib) five (5) business days Business Days (the "Notice PeriodNOTICE PERIOD") shall have elapsed from the later of the date the other Party Acquisitionco 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 (ivc) it concurrently terminates before entering into any agreement with respect to a Superior Proposal, this Agreement shall have been terminated pursuant to Sections 9.1(e) or (fSection 6.2(3)(d), as the case may be. During the Notice Period, the Party receiving or subject to the Superior Proposal Company shall provide a reasonable opportunity to the other Party Acquisitionco to consider, discuss and offer such adjustments in the terms and conditions of this Agreement as would enable the Party receiving the Superior Proposal Company to proceed with its recommendation to securityholders the Company Shareholders with respect to the AmalgamationTransaction; provided however provided, however, that any such adjustment shall be at the discretion of the Parties Acquisitionco at the time. The Board board of Directors directors of the Party receiving or subject to the Superior Proposal Company will review in good faith any offer made by the other Party Acquisitionco 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 ProposalProposal (and whether it will change or withdraw its recommendation in favour of the Transaction). If the Board of Directors a majority of the Party board of directors of the Company determines that the Superior Proposal would cease to be a Superior Proposal, it the Company will so advise the other Party Acquisitionco and will accept the offer by the other Party Acquisitionco 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 board of Directors directors of the Party subject to or receiving the Superior Proposal Company continues to believe, in good faith and after consultation with financial advisors and outside counsel, that such Superior Proposal remains a Superior Proposal and therefore rejects the amendments offered by Acquisitionco, then the other Party hereto, that Party Company may, subject to the terms of this Agreement including the payment of applicable fees under Article 8Agreement, accept, approve, recommend or enter into an agreement, understanding or arrangement in respect of such Superior ProposalProposal (and change or withdraw its recommendation in favour of the Transaction). Each successive material modification of any Acquisition Proposal or a Superior Proposal shall constitute a new Acquisition Proposal for the purposes of this Section 5.6 4.5 and shall require a five (5) business day three Business Day Notice Period from the date a copy of such amendment is communicated provided to the other Party hereto Acquisitionco (other than an amendment to improve upon a Superior Proposal in respect of which the other Party Acquisitionco has been provided with an opportunity to amend the terms of this Agreement and such Superior Proposal has not ceased to be a Superior Proposal prior to the proposed amendment). Information provided hereunder If the Company provides Acquisitionco with the notice contemplated in this Section on a date that is less than seven calendar days prior to the Company Meeting, if requested by Acquisitionco, the Company shall constitute confidential information under adjourn the Confidentiality AgreementCompany Meeting to a date that is not less than seven calendar days and not more than ten calendar days after the date of such notice.

Notice of Superior Proposal Determination. Neither Acetex nor AT Plastics An Offeree shall not accept, approve or recommend or enter into any agreement (except for a confidentiality agreement pursuant to Section 5.5(d)agreement) in respect of an Acquisition Proposal on the basis that it constitutes a Superior Proposal unless unless: (i) it has provided the other Party hereto (the “Notified Party”) with a complete 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 seven (57) business days Business Days (the "“Notice Period"”) shall have elapsed from the later of the date the other Notified Party received notice of the determination to accept, approve or recommend an agreement in respect of such Acquisition Proposal, and the date such the Notified Party received a copy of the Acquisition Proposal document; and (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 beSection 10.1. During the Notice Period, the Party receiving or subject to the Superior Proposal Offeree shall provide a reasonable opportunity to the other Notified 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 Offeree to proceed with its recommendation to its securityholders with respect to the AmalgamationArrangement; provided however that any such adjustment shall be at the discretion of the Parties Notified Party at the time. The Board board of Directors directors of the Party receiving or subject to the Superior Proposal Offeree will review in good faith any offer made by the other Notified 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 board of Directors directors of the Party Offeree determines that the Superior Proposal would cease to be a Superior Proposal, it will so advise the other Notified Party and will accept the offer by the other Notified 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 board of Directors directors of the Party subject to or receiving the Superior Proposal Offeree continues to believe, in good faith and after consultation with financial advisors and outside counsel, that such Superior Proposal remains a Superior Proposal and therefore rejects the amendments offered by the other Party heretoNotified Party, that Party the Offeree may, subject to the terms of this Agreement Agreement, including the payment of applicable fees under Article 89, accept, approve, recommend or enter into an agreement, understanding or arrangement in respect of such Superior Proposal. Each successive material modification of any Acquisition Proposal or a Superior Proposal shall constitute a new Acquisition Proposal for the purposes of this Section 5.6 7.3 and shall require a five four (54) business day Business Day Notice Period from the date such amendment is communicated to the other Notified Party hereto (other than an amendment to improve upon a Superior Proposal in respect of which the other Notified Party has been provided with an opportunity to amend the terms of this Agreement and such Superior Proposal has not ceased to be a Superior Proposal prior to the proposed amendment). Information provided hereunder to a Party pursuant to this section 7.3 shall constitute confidential information “Confidential Information” under the Confidentiality Agreement.

Notice of Superior Proposal Determination. Neither Acetex nor AT Plastics AltaRex shall not accept, approve or recommend or enter into any agreement (except for a confidentiality agreement pursuant to Section 5.5(d5.3(e)) in respect of an Acquisition Proposal on the basis that it constitutes a Superior Proposal unless unless: (i) it has provided the other Party hereto Bancorp with a complete 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 four (54) business days Business Days (the "“Notice Period"”) shall have elapsed from the later of the date the other Party Bancorp received notice of the determination to accept, approve or recommend an agreement in respect of such Acquisition Proposal, and the date such Party Bancorp received a copy of the Acquisition Proposal document; (iii) it has paid to the other Party Bancorp the fee payable under Sections 8.1 or 8.2, as the case may beArticle 9; and (iv) it concurrently terminates this Agreement pursuant to Sections 9.1(e) or (f), as the case may beSection 10.1. During the Notice Period, the Party receiving or subject to the Superior Proposal AltaRex shall provide a reasonable opportunity to the other Party Bancorp to consider, discuss and offer such adjustments in the terms and conditions of this Agreement as would enable the Party receiving the Superior Proposal AltaRex to proceed with its recommendation to securityholders the AltaRex Securityholders with respect to the AmalgamationArrangement; provided however that any such adjustment shall be at the discretion of the Parties AltaRex and Bancorp at the time. The Board board of Directors directors of the Party receiving or subject to the Superior Proposal AltaRex will review in good faith any offer made by the other Party Bancorp 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 board of Directors directors of the Party AltaRex determines that the Superior Proposal would cease to be a Superior Proposal, it will so advise the other Party Bancorp and will accept the offer by the other Party Bancorp to amend the terms of this Agreement and the Parties AltaRex and Bancorp agree to take such actions and execute such documents as are necessary to give effect to the foregoing. If the Board board of Directors directors of the Party subject to or receiving the Superior Proposal AltaRex continues to believe, in good faith and after consultation with financial advisors and outside counsel, that such Superior Proposal remains a Superior Proposal and therefore rejects the amendments offered by the other Party heretoBancorp, that Party AltaRex may, subject to the terms of this Agreement Agreement, including the payment of applicable fees under Article 89, accept, approve, recommend or enter into an agreement, understanding or arrangement in respect of such Superior Proposal. Each successive material modification of any Acquisition Proposal or a Superior Proposal shall constitute a new Acquisition Proposal for the purposes of this Section 5.6 5.4 and shall require a five four (54) business day Business Day Notice Period from the date such amendment is communicated to the other Party hereto Bancorp (other than an amendment to improve upon a Superior Proposal in respect of which the other Party Bancorp has been provided with an opportunity to amend the terms of this Agreement and such Superior Proposal has not ceased to be a Superior Proposal prior to the proposed amendment). Information provided hereunder shall constitute confidential information Confidential Information under the Confidentiality Agreement.

Notice of Superior Proposal Determination. Neither Acetex nor AT Plastics shall (a) Notwithstanding section 4.4, TMB may accept, approve or approve, recommend or enter into any agreement (except for a confidentiality agreement pursuant to Section 5.5(d)) agreement, understanding or arrangement in respect of an Acquisition Proposal on the basis that it constitutes a TMB Superior Proposal unless prior to the approval of the Arrangement by the TMB Shareholders and terminate this Agreement if, and only if, (i) it has provided the other Party hereto Parent with a copy of the Acquisition Proposal document which has been determined to be a TMB 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") Business Days shall have elapsed from the later of (x) the date Parent received written notice (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“Section 4.5 Notice”) 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 advising Parent that any such adjustment shall be at the discretion of the Parties at the time. The TMB’s Board of Directors of the Party receiving or has resolved, subject only to the Superior Proposal will review in good faith any offer made by the other Party to amend the terms compliance with this section 4.5(a) and termination of this Agreement in order Agreement, 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 Proposal continues to believe, in good faith and after consultation with financial advisors and outside counsel, that such Superior Proposal remains a Superior Proposal and therefore rejects the amendments offered by the other Party hereto, that Party may, subject to the terms of this Agreement including the payment of applicable fees under Article 8, accept, approve, recommend or enter into an agreement, understanding or arrangement agreement in respect of such TMB Superior Proposal. Each successive material modification , specifying the terms and conditions of any Acquisition Proposal or a such TMB Superior Proposal and identifying the Person making such TMB Superior Proposal, and (y) the date Parent received a copy of such TMB Superior Proposal, (iii) the Board of Directors of TMB has determined in good faith (after consultation with outside legal counsel) that the taking of such action the Board of Directors of TMB is not inconsistent with its fiduciary duties or contrary to applicable Laws, (iv) taking into account any revised proposal made by Parent since receipt of the Section 4.5 Notice, such TMB Superior Proposal remains a TMB Superior Proposal and the Board of Directors of TMB has again made the determination referred to in this section 4.5 and (v) it has previously or concurrently will have (A) paid to Parent the break fee payable under section 6.4 and (B) terminated this Agreement pursuant to section 6.3. Any information provided by TMB to Parent pursuant to this section 4.5(a) or pursuant to section 4.4 shall constitute “Information” under section 4.6(b). In the event that TMB provides Parent with a new Acquisition Proposal for the purposes of this Section 5.6 and shall require 4.5 Notice on a date that is less than five (5) business day Notice Period from the date such amendment is communicated to the other Party hereto (other than an amendment to improve upon a Superior Proposal in respect of which the other Party has been provided with an opportunity to amend the terms of this Agreement and such Superior Proposal has not ceased to be a Superior Proposal Business Days prior to the proposed amendment). Information provided hereunder TMB Meeting, Parent shall constitute confidential information under adjourn the Confidentiality Agreement.TMB Meeting (without notice on the Arrangement or any related matters) to a date that is not less than five Business Days and not more than ten Business Days after the date of the Section 4.5