Responding to an Acquisition Proposal. Notwithstanding Section 5.1, or any other agreement between the Parties or between the Company and any other Person, if, at any time prior to obtaining the approval of the Shareholders of the Arrangement Resolution, the Company receives a bona fide Acquisition Proposal, the Company and its Representatives may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and, subject to entering into a confidentiality and standstill agreement with such Person containing terms that are not materially less favourable to the Company than those contained in the Confidentiality Agreement (it being understood and agreed that such confidentiality and standstill agreement need not restrict the making of a confidential Acquisition Proposal and related communications to the Company or the Board), a copy of which shall be provided to the Purchaser prior to providing such Person with any such copies, access or disclosure, and provided further that such confidentiality and standstill agreement will not contain any exclusivity provision or other term that would restrict, in any manner, the Company’s ability to consummate the transactions contemplated hereby or to comply with its disclosure obligations to the Purchaser pursuant to this Agreement, and any such copies, access or disclosure provided to such Person will have already been, or will substantially concurrently be, provided to the Purchaser, the Company and its Representatives may provide copies of, access to or disclosure of information, properties, facilities, books or records of the Company or the Subsidiary, if and only if:
(a) the Board first determines in good faith, after consultation with its financial advisor and outside legal counsel, that such Acquisition Proposal constitutes or is reasonably expected to constitute or lead to a Superior Proposal;
(b) the Person submitting the Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar agreement, restriction or covenant with the Company or the Subsidiary; and
(c) the Company has been, and continues to be, in compliance with its obligations under Section 5.1 in all material respects.
Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1, if at any time, prior to obtaining the approval by Phivida Shareholders of the Arrangement Resolution, a Notified Party receives a written Acquisition Proposal, the Notified Party 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 Notified Party and its Subsidiaries if, and only if:
(a) the Notified Party Board 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, in the case of Phivida, a Superior Proposal (disregarding for such determination any due diligence or access condition) or in the case of Choom, a Competing Transaction (disregarding for such determination any due diligence or access condition);
(b) such Person was not restricted from making such Acquisition Proposal pursuant to an existing standstill or similar restriction;
(c) the Notified Party has been, and continues to be, in compliance with its obligations under this Article 5;
(d) prior to providing any such copies, access, or disclosure, the Notified Party enters into a confidentiality and standstill agreement with such Person having terms that are not less onerous than those set out in the Confidentiality Agreement and any such copies, access or disclosure provided to such Person shall have already been (or simultaneously be) provided to the other Party; and
(e) the Notified Party promptly provides the other Party 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).
(2) Nothing contained in this Agreement shall prevent a Notified Party Board from:
(a) 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 directors’ circular in respect of an Acquisition Proposal; or
(b) calling and/or holding a meeting of shareholders requisitioned by Phivida Shareholders or the shareholders of Choom, as applicable, in accordance with applicable Laws or taking any other action with respect to an Acquisition Proposal to the extent ordered or otherwise mandated by a court of competent jurisdi...
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. 5.7.1 Notwithstanding Section 5.5, or any other agreement between the Parties, including the Confidentiality Agreement, if at any time prior to obtaining the Required Shareholder Approval, Imvescor receives a written Acquisition Proposal, Imvescor may (i) contact the Person making such Acquisition Proposal and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal so as to determine whether such Acquisition Proposal constitutes, or could reasonably be expected to constitute or lead to, a Superior Proposal, and (ii) engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and may provide copies of or furnish access to confidential information of Imvescor or its Subsidiaries, if and only if, in the case of this clause (ii):
(a) such Person was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure or similar restriction with Imvescor or any of its Subsidiaries;
(b) the Board shall have determined 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, a Superior Proposal;
(c) Imvescor has been, and continues to be, in compliance with its obligations under Sections 5.5, 5.6, 5.7 and 5.8;
(d) prior to providing any such copies or access, Imvescor enters into a confidentiality agreement with such Person that contains standstill, confidentiality and other terms that are no less favourable to Imvescor than those found in the Confidentiality Agreement, and any such copies, access or disclosure provided to such Person shall have already been (or simultaneously be) provided to MTY (by posting such information in a data room or otherwise); and
(e) prior to providing any such copies, access or disclosure, Imvescor provides MTY with a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.7.1(d).
Responding to an Acquisition Proposal. (a) Notwithstanding anything to the contrary in this Agreement, if at any time prior to obtaining the Absolute Shareholder Approval, Absolute receives a bona fide written Acquisition Proposal not resulting from a breach of Section 7.1, the Absolute Board shall be permitted to: (i) enter into, participate, facilitate and maintain discussions or negotiations with, respond to enquiries from, the Person making such Acquisition Proposal and its Representatives; and (ii) furnish any information with respect to the Absolute Group or provide access to the business, properties, assets, books, records, personnel or other non-public information of the Absolute Group to such Person and its Representatives; in each case, if and only if:
(i) the Absolute Board has first determined, acting in good faith and after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal constitutes or would reasonably be expected to constitute or lead to a Superior Proposal;
(ii) Absolute entered into an Acceptable Confidentiality Agreement with such Person and, prior to providing any information concerning the Absolute Group or any access to the business, properties, assets, books, records or other non-public information of the Absolute Group to such Person and its Representatives, Absolute promptly provides such access and information which was not provided to the Purchaser;
(iii) such Person making the Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, nondisclosure, non-solicitation or similar agreement, restriction or covenant with Absolute or any of its Subsidiaries; and
(iv) Absolute has been, and continues to be, in compliance in all material respects with its obligations under Article 7.
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.
Responding to an Acquisition Proposal. Section 5.3...........
Responding to an Acquisition Proposal. Notwithstanding Section 5.1, or any other agreement between the Parties or between the Company and any other Person, if at any time prior to the approval of the Arrangement Resolution, the Company receives an unsolicited Acquisition Proposal not resulting from a breach of this Article 5, the Company 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. Notwithstanding any other provision of this Agreement to the contrary, if, after the date hereof, the Company or any of its Representatives receives an Acquisition Proposal from a Person and the Company has not breached and is in compliance with its obligations in Section 6.1 and this Section 6.3 and such Person has not breached any standstill or similar agreement or restriction to which such Person is a party, the Company and its Representatives may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and, subject to the Company (a) entering into a confidentiality and standstill agreement with such Person (if one has not already been entered into) containing terms that are no less favourable to the Company in the aggregate than those contained in the Confidentiality Agreement and may not restrict the Company from complying with this Section 6.3, (b) concurrently providing the Offeror with access to any information that was provided to such Person and not previously provided to the Offeror, and (c) promptly (and in any event within 24 hours) providing the Offeror with a true, complete and final executed copy of such confidentiality and standstill agreement, may provide copies of, access to or disclosure of information, properties, facilities, books or records of the Company or its Subsidiaries, if:
