Responding to an Acquisition Proposal Clause Samples

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1, or any other agreement between the Parties or between the Company and any other Person, including without limitation the Non-Disclosure Agreement, if at any time prior to obtaining the Required Shareholder Approval, the Company receives a bona fide unsolicited written Acquisition Proposal, the Company may (a) contact the Person making such Acquisition Proposal and its Representatives 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, properties, facilities, or books and records of the Company or any of its Subsidiaries, if and only if, in the case of clause (b): (a) the Board first determines (based upon, amongst other things, the recommendation of the Special Committee) in good faith, after consultation with its financial advisers and its outside legal counsel, that such Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal; (b) such Person making the Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality or similar agreement, restriction or covenant with the Company or any of its Subsidiaries; (c) the Company has been, and continues to be, in compliance with its obligations under Article 5 in all material respects; (d) the Company enters into an Acceptable Confidentiality Agreement, and any such copies, access or disclosure provided to such Person shall have already been (or promptly be) provided to the Purchaser (by posting such information to the Data Room or otherwise); and (e) prior to engaging in or participating in discussions or negotiations with such Person regarding such Acquisition Proposal (excluding, for certainty, negotiations regarding an Acceptable Confidentiality Agreement that do not relate to the terms and conditions of the Acquisition Proposal) or providing any such copies, access or disclosure, the Company promptly provides the Purchaser with a true, complete and final executed copy of the Acceptable Confidentiality 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 by the Common Shareholders of the Arrangement Resolution, the Company receives a written Acquisition Proposal, the Company 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, and (ii) 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 or its Subsidiaries, if and only if, in the case of this clause (ii): (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) 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; (c) the Company 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 Company enters into a confidentiality and standstill agreement with such Person that contains a standstill provision that is no less onerous or more beneficial to such Person than that in the Confidentiality Agreement and is otherwise on terms that are no less favourable to the Company 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 the Purchaser (by posting such information to the Data Room or otherwise); and (e) prior to providing any such copies, access or disclosure, the Company provides the Purchaser with 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 Required Shareholder Approval, the Corporation receives an unsolicited written Acquisition Proposal, the Corporation may (i) contact the Person making such Acquisition Proposal and its Representatives solely for the purpose of clarifying 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, access to or disclosure of confidential information, properties, facilities, or Books and Records, provided that if and only if: (a) the Board first determines (based upon, inter alia, the recommendation of the Independent Committee) 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, a Superior Proposal; (b) the Person making the Acquisition Proposal and its Representatives were not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar restriction contained in any Contract entered into with the Corporation or any of its Subsidiaries; (2) The Parties acknowledge that the furnishing of certain competitively sensitive information to competitors of the Corporation and of its Subsidiaries would be materially prejudicial to the Corporation and its Subsidiaries and, accordingly, no such information shall be disclosed to any Person that the Independent Committee, acting reasonably, determines to be a competitor of the Corporation or of any of its Subsidiaries under Section 5.3(1). Notwithstanding the foregoing, such information may be disclosed under Section 5.3(1) on a confidential basis to external advisors and experts retained by any such competitor of the Corporation or of its Subsidiaries, who enter into agreements reasonably satisfactory to the Corporation that such information will not be provided or communicated to the competitor, its officers, directors, financing sources or other Representatives.

Responding to an Acquisition Proposal. Notwithstanding Section 5.1, if, at any time prior to obtaining the Required Shareholder Approval, the Target receives an Acquisition Proposal, the Target 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 Target 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 Target or the Board or any committee thereof), a final, complete and executed copy of which shall be provided to the Purchaser prior to providing such Person with any such copies, access or disclosure, the Target and its Representatives may provide copies of, access to or disclosure of information, properties, facilities, books or records of the Target or the Subsidiaries, 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 could reasonably be expected to constitute or lead to a Superior Proposal; (b) the Target has been, and continues to be, in compliance with its obligations under Section 5.1 in all material respects; and (c) any such copies, access or disclosure provided to such Person shall have already been (or shall concurrently be) provided to the Purchaser.

Responding to an Acquisition Proposal. Notwithstanding Section 5.1, if at any time prior to obtaining the approval of the Shareholders of the Arrangement Resolution, the Company receives an unsolicited 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 or its Subsidiaries to such Person, 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 may 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 its Subsidiaries; (c) the Company has been, and continues to be, in compliance with its obligations under Section 5.1 and Section 5.2; (d) the Company enters into a confidentiality and standstill agreement with such Person substantially in the same form as the Confidentiality Agreement, together with standstill provisions in form acceptable to the Purchaser, acting reasonably, and that is otherwise on terms no less onerous or more beneficial to such Person than the Confidentiality Agreement; and (e) 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; (ii) prior to providing such copies, access or disclosure, a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.3(d); and (iii) any non-public information concerning the Company and its Subsidiaries provided to such other Person which was not previously provided to the Purchaser.

Responding to an Acquisition Proposal. (a) Notwithstanding Section 5.1 or any other agreement between the Parties or between Target and any other Person, if at any time, prior to obtaining the Required Approvals from the Target Shareholders, Target receives a written Acquisition Proposal, Target 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 Target or the Target Subsidiaries for a maximum of fifteen (15) Business Days after the date that such access or disclosure is first afforded to the Person making the Acquisition Proposal, if and only if: (i) the Target 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, and, after consultation with its outside counsel, that the failure to engage in such discussions or negotiations would be inconsistent with its fiduciary duties; (ii) Target has been, and continues to be, in compliance with its obligations under this Article 5; (iii) prior to providing any such copies, access, or disclosure, Target enters into a customary confidentiality and standstill agreement with such Person, provided that such confidentiality and standstill agreement may not restrict Target or any of the Target Subsidiaries from complying with this Article 5; (iv) Target promptly provides Acquirer with two (2) Business Days prior written notice stating Target’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure; and (v) Target shall promptly provide to Acquirer any material non-public information concerning Target or any of the Target Subsidiaries provided to such Person which was not previously provided to Acquirer.

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...