Responding to an Acquisition Proposal. (1) Notwithstanding any provision of this Agreement, if at any time following the date of this Agreement and prior to, in the case of Engine Gaming, the approval of the Engine Gaming Resolution by the Engine Gaming Shareholders, and, in the case of GameSquare, the approval of the GameSquare Arrangement Resolution by the GameSquare Shareholders, a Party receives an Acquisition Proposal that did not result from a breach of this Article 5 (it being understood that a Party will not be in breach of this Article 5 if such Party or its Representatives contact the Person who has made an Acquisition Proposal for the sole purpose of clarifying the terms and conditions of such Acquisition Proposal), such Party and its Representatives may engage in or participate in discussions or negotiations regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of information, properties, facilities, books or records of such Party or its Subsidiaries to the person or persons making such Acquisition Proposal, if and only if:
(a) the board of directors of such Party first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or would reasonably be expected to constitute or lead to a Superior Proposal;
(b) the person or persons making such Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, nondisclosure, use, business purpose or similar restriction with such Party or its Subsidiaries;
(c) such Party has been, and continues to be, in compliance with its obligations under this Article 5 in all material respects;
(d) prior to providing any such copies, access, or disclosure, such Party enters into a confidentiality and standstill agreement with the person or persons making such Acquisition Proposal substantially in the same form as the Confidentiality Agreement and which will not contain an exclusivity provision or other term which would restrict in any manner such Party’s ability to consummate the transactions hereunder or to comply with its disclosure obligations to the other Party hereunder and any such copies, access or disclosure provided to the person or persons making such Acquisition Proposal shall have already been (or will simultaneously be) provided to the other Party; and
(e) such Party promptly provides the other Party with:
(i) written notice stating such Party’s intentio...
Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1, if at any time prior to obtaining the approval of the Arrangement Resolution, the Company receives a bona fide written Acquisition Proposal from a Person, the Company and its Representatives may engage in or participate in discussions or negotiations with such Person and its Representatives regarding such Acquisition Proposal, and, subject to entering into a confidentiality and standstill agreement with such Person containing terms with respect to confidentiality that are not less favourable to the Company than those contained in the Confidentiality Agreement and standstill terms which are customary, including restrictions on acquiring any securities or material assets of the Company or its Subsidiaries, soliciting proxies in order to vote or influence any party with respect to the voting of any securities of the Company, attempting to control or to influence the management or board of directors of the Company, making any public disclosure of any intention to do or take any of the foregoing actions and advising, assisting or encouraging any other person in connection with any of the foregoing (it being understood and agreed that such confidentiality and standstill agreement need not restrict the making of a confidential Acquisition Proposal (or the consummation thereof in compliance with the terms hereof) and related communications to the Company or the Board), the Company and its Representatives may provide copies of, access to or disclosure of information, properties, facilities, books or records of the Company or its Subsidiaries, if and only if:
(a) the Board first determines in good faith, after consultation with its financial advisor and its legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to constitute or lead to a Superior Proposal;
(b) such Person was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar restriction with the Company or any of its Subsidiaries; and
(c) the Company has been, and continues to be, in compliance with its obligations under this Article 5 in all material respects.
(2) The Company shall provide the Purchaser with access to or disclosure of the information, properties, facilities, books or records of the Company and its Subsidiaries provided to such Person, prior to or simultaneously with, the access or disclosure to such Person (to the extent not pre...
Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1, or any other agreement between the Parties or between Corporation and any other Person, including the Non-Disclosure Agreement, if at any time, prior to obtaining the Required Shareholder Approval, Corporation receives a bona fide written Acquisition Proposal, Corporation may (a) contact the Person making such Acquisition Proposal and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal, and (b) engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of confidential information of Corporation or any of its Subsidiaries, if, in the case of this clause (b):
(a) the Board (or any special committee thereof) first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes, or could reasonably be expected to constitute or lead to, a Superior Proposal;
(b) such Person was not restricted from making such Acquisition Proposal pursuant to an existing standstill or similar restriction contained in any Contract entered into with Corporation;
(c) Corporation has been, and continues to be, in compliance with its obligations under this Article 5;
(d) prior to or concurrently with providing any such copies, access, or disclosure, Corporation enters into a confidentiality and standstill agreement with such Person (if one has not already been entered into or if such previous agreement contains provisions that are more favourable in the aggregate to such Person than those contained in the Non-Disclosure Agreement) that contains terms that are no more favourable to such Person than those found in the Non-Disclosure Agreement, except that such agreement may specifically release such Person from any standstill restriction that is then in effect, and provided that such confidentiality and standstill agreement may not include any provision calling for an exclusive right to negotiate with Corporation and may not restrict Corporation from complying with this Article 5; and
(e) Corporation promptly provides Guarantor with, prior to providing any such copies, access or disclosure, a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.3(1)(d).
Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1, if at any time prior to obtaining the approval of the Arrangement Resolution, the Company receives from a Person a bona fide written Acquisition Proposal that was not, directly or indirectly, solicited, initiated, knowingly encouraged or otherwise facilitated in violation of Section 5.1, the Company may, in response to such Acquisition Proposal: (i) furnish information with respect to the Company in response to a request therefor by such Person; and (ii) engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, if and only if:
(a) the Company notifies the Purchaser of such Acquisition Proposal in accordance with Section 5.4;
(b) prior to the taking of any such action, the Board determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal; and
(c) prior to providing any such information, the Company enters into a confidentiality agreement with such Person that will include a customary standstill provision, and that is otherwise on terms and conditions no less onerous or more beneficial to such Person than those set forth in the Confidentiality Agreement, provided that such agreement need not prohibit the making or amendment of any Acquisition Proposal and may not include provisions granting such Person an exclusive right to negotiate with the Company.
Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1, if at any time prior to obtaining the approval of the Arrangement Resolution, the Company or any of its Representatives receives from a Person a bona fide written Acquisition Proposal (including, for greater certainty, a variation or other amendment to an Acquisition Proposal), or any proposal that could constitute or lead to an Acquisition Proposal, that was not, directly or indirectly, solicited, initiated, knowingly encouraged or otherwise facilitated in violation of Section 5.1, the Company and its Representatives may, in response to such Acquisition Proposal: (i) furnish information with respect to the Company and its Subsidiaries in response to a request therefor by such Person; and (ii) engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, if and only if:
(a) the Company notifies the Purchaser of such Acquisition Proposal in accordance with Section 5.4;
(b) prior to the taking of any such action, the Board determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal (notwithstanding the foregoing, the Purchaser acknowledges and agrees that the Board may contact the Person(s) making such Acquisition Proposal in advance of the Board making a determination that such Acquisition Proposal is, or could reasonably be expected to lead to, a Superior Proposal for the sole purpose of clarifying the terms and conditions of such Acquisition Proposal so as to determine whether it is, or could reasonably be expected to lead to, a Superior Proposal); and
(c) prior to providing any such information, the Company enters into a confidentiality agreement with such Person that is on terms and conditions no less onerous or more beneficial to such Person than those set forth in the Confidentiality Agreement, provided that such agreement need not prohibit the making or amendment of any Acquisition Proposal and may not include provisions granting such Person an exclusive right to negotiate with the Company.
Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1, if at any time prior to obtaining the approval of the Common Shareholders of the Arrangement Resolution, the Company receives a written Acquisition Proposal, the Company may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of information, properties, facilities, books or records of the Company, if and only if:
(a) the Board first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or would reasonably be expected to constitute or lead to a Superior Proposal;
(b) the Company has been, and continues to be, in compliance with its obligations under this Article 5;
(c) prior to providing any such copies, access, or disclosure, the Company enters into a confidentiality and standstill agreement with such Person substantially in the same form as the Confidentiality Agreement and any such copies, access or disclosure provided to such Person shall have already been (or simultaneously be) provided to the Purchaser; and
(d) the Company promptly provides the Purchaser with:
(i) prior written notice stating the Company’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure; and
(ii) prior to providing any such copies, access or disclosure, a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.3(1)(c).
(2) Nothing contained in this Agreement shall prevent the Board from complying with Section 2.17 of Multilateral Instrument 62-104 - Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal.
Responding to an Acquisition Proposal. (a) Notwithstanding Section 7.1, or any other agreement between the Parties or between the REIT and any other Person, if prior to the REIT Meeting the REIT receives a written bona fide Acquisition Proposal, the REIT may (i) engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and (ii) subject to entering into a confidentiality and standstill agreement with such Person in a form reasonably acceptable to the Invesque Parties (a copy of which shall be provided to the Invesque Parties prior to providing such Person with any such copies, access or disclosure) and the REIT promptly providing the Invesque Parties with any non-public information concerning the REIT and its Subsidiaries provided to such Person which was not previously provided to the Invesque Parties, provide copies of, access to or disclosure of information, properties, facilities, books or records of the REIT or its Subsidiaries, if and only if in the case of each of (i) and (ii):
(i) the Board first determines in good faith, after consultation with its financial advisors and its legal counsel, that such Acquisition Proposal constitutes or would reasonably be expected to constitute or lead to a Superior Proposal;
(ii) such Person was not restricted from making such Acquisition Proposal pursuant to an existing standstill or similar restriction with the REIT or any of its Subsidiaries; and
(iii) the REIT has been, and continues to be, in compliance with its obligations under this Article 7.
Responding to an Acquisition Proposal. Notwithstanding Section 5.1, or any other agreement between the Parties or between the Company and any other Person, including without limitation the Confidentiality Agreement, if at any time, prior to obtaining the approval by the Company Shareholders of the Arrangement Resolution, a Party receives a written Acquisition Proposal such Party may:
Responding to an Acquisition Proposal. 第 5.3 节 关于收购提议的回复
(1) Notwithstanding Section 5.1, if at any time, prior to the later of (i) obtaining the approval by the Shareholders of the Arrangement Resolution, and (ii) the receipt of the PRC Approvals, the Company receives a written Acquisition Proposal, the Company may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of confidential information, properties, facilities, books or records of the Company, if and only if:
无论第 5.1 节作何规定，但如果在任何时候，在(i)获得安排决议之股东批准及(ii)收到 中国政府审批之间的较晚日期之前，公司收到一项书面收购提议，则公司可以参与或 参加与此类人士进行的、有关此类收购提议的讨论或谈判，并可以提供公司保密信息、财产、设施、账簿或记录之副本、访问途径或披露途径，前提条件是且仅是：
(a) the Board first determines in good faith, after consultation with its Financial Advisors and its outside counsel, that such Acquisition Proposal constitutes or could reasonably be expected to constitute or lead to a Superior Proposal; 董事会首先在与财务顾问和其外部顾问协商后，本着诚信原则确定该收购提议构成或可以合理预期构成或导致一项更优报价；
(b) such Person was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar restriction; 根据现有的保密、保持不变、不披露、使用、商业目的或类似限制内容，该人士在提出收购提议时不受该等限制；
(c) except for immaterial and inconsequential breaches, the Company has been, and continues to be, in compliance with its obligations under this Article 5; 除非实质性或不重要的违反外，公司一直且将继续履行其在第 5 条规定的义务；
(d) prior to providing any such copies, access, or disclosure, the Company enters into an Acceptable Confidentiality Agreement with such Person, if it is not already party to one, and any such copies, access or disclosure provided to such Person shall have already been (or is promptly, and in any event within 24 hours) provided to the Purchaser; and 在提供任何此类副本、访问途径或披露途径之前，公司尚未成为其中一方时，其与该人士签署可接受的保密协议，且提供给该人士的任何此类副本、访问途径或披露途径均应已经(或及时且在 24 小时内尽快)提供给买方；以及
(e) in the event that an Acceptable Confidentiality Agreement is entered into, the Company provides the Purchaser with prior to providing any such copies, access or disclosure, a true, complete and final executed copy of the Acceptable Confidentiality Agreement referred to in Section 5.3(1)(d). 签署可接受的保密协议情况下，公司便在提供任何此类副本、访问途径或披露途径之前向买方提供了一份第 5.3(1)(d)节提及的真实、完整和最终签署版的可接受保密协议副本。
(2) Nothing contained in this Agreement will prevent the Board from complying with Section 2.17 of National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a dire...
Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1 or any other provision of this Agreement, or any other agreement between the Parties or between the Fund and any other Person, if at any time prior to obtaining the Unitholder Approval in respect of the Transaction Resolution, the Fund or any of its Subsidiaries or any of their respective Representatives receives an unsolicited, bona fide written Acquisition Proposal, the Fund may (i) engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and (ii) subject to entering into a confidentiality and standstill agreement with such Person which is not less favourable in the aggregate to the Fund than the Confidentiality Agreements (a copy of which shall be provided to the Purchaser prior to providing such Person with any such copies, access or disclosure) and the Fund promptly providing the Purchaser with any non-public information concerning the Fund Entities provided to such Person which was not previously provided to the Purchaser or its affiliates, provide copies of, access to or disclosure of information, properties, facilities, books or records of the Fund Entities, if and only if in the case of each of (i) and (ii):
(a) the Board first determines in good faith, after consultation with its financial advisors and its legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to constitute or lead to a Superior Proposal;
(b) such Person was not restricted from making such Acquisition Proposal pursuant to an existing standstill or similar restriction with any of the Fund Entities; and
(c) the Fund has been, and continues to be, in compliance with its obligations under this Article 5.
