Common use of Responding to an Acquisition Proposal Clause in Contracts

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 previously provided to the Purchaser or its Representatives).

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1, if at any time prior to obtaining the approval by the Affected Securityholders of the Arrangement Resolution, the Company receives a bona fide written Acquisition Proposal from a PersonProposal, 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 SubsidiariesCompany, if and only if: (a) the Board first determines in good faith, after completing a financial review and consultation with its financial advisor and its outside legal counsel, that such Acquisition Proposal constitutes or could would reasonably be expected to constitute or lead to a Superior Proposal, and, after consultation with its outside legal counsel, that the failure to engage in such discussions or negotiations would be inconsistent with the fiduciary duties of such directors under applicable Law; (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; andrestriction; (c) the Company has been, and continues to be, in compliance with its obligations under this Article 5 in all material respects.Part 5; (2d) The prior to providing any such copies, access, or disclosure, the Company shall provide enters into a confidentiality and standstill agreement with such Person and any such copies, access or disclosure provided to such Person will have already (or simultaneously be) provided to the Purchaser; and (e) the Company shall: (i) promptly (and in any event within 24 hours following receipt) notify the Purchaser with (at first orally and thereafter in writing) in the event it receives after the date hereof an Acquisition Proposal or a potential Acquisition Proposal (including any request for non-public information relating to the Company for access to or disclosure of the information, properties, facilities, books or records of the Company in connection with an Acquisition Proposal or a potential Acquisition Proposal); (ii) shall provide a copy thereof and its Subsidiaries provided to such Person, prior to or simultaneously with, the access or disclosure to such Person (all written communications relating to the extent not previously provided terms and conditions of the Acquisition Proposal to the Purchaser together with the identity of the person making the Acquisition Proposal and the terms and conditions thereof and such other details of the proposal, offer, inquiry or its Representativesrequest as the Purchaser may request; (iii) shall regularly and promptly inform the Purchaser in writing as to the status of developments and negotiations with respect to such Acquisition Proposal or potential Acquisition Proposal, including any changes to the material terms or conditions, of such Acquisition Proposal or potential Acquisition Proposal; and (iv) 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 5.15.1 or any other agreement between the Parties, if at any time time, prior to obtaining the approval of the Arrangement ResolutionRequired Approval, the Company receives a bona fide an unsolicited written Acquisition Proposal from a PersonProposal, 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 Proposal 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 confidential information, properties, facilities, books or records of the Company or its Subsidiaries, if and only if: (a) the Company Board first determines in good faith, after consultation with its financial advisor advisors and its outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to constitute or lead to a Superior ProposalProposal (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 confidentiality, standstill, non-disclosure, use, business purpose or similar agreement or restriction with the Company or any of its Subsidiaries; and; (c) the Company has been, and continues to beAcquisition Proposal did not arise as a result of a violation, in compliance with its obligations under any material respect, by the Company of this Article 5 in all material respects.5; (2d) The Company shall provide the Purchaser with prior to providing copies of, access to or disclosure of the confidential information, properties, facilities, books or records of the Company or its Subsidiaries, the Company enters into a confidentiality and standstill agreement with such Person on customary terms having a term not less than 12 months, provided that such confidentiality and standstill agreement may allow such Person to make an Acquisition Proposal and related communications confidentially to the Company Board; 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 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); and (iii) any non-public information concerning the Company and its Subsidiaries provided to such Person, prior to or simultaneously with, the access or disclosure to such other Person (to the extent which was not previously provided to the Purchaser or its Representatives)Purchaser.

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1, if at any time time, prior to obtaining the approval of the Arrangement ResolutionCompany Meeting, the Company receives a bona fide an unsolicited written Acquisition Proposal from a PersonProposal, 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 Proposal 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 confidential information, properties, facilities, books or records of the Company or its SubsidiariesSubsidiaries for a maximum of 15 calendar days after the day on which access or disclosure is first afforded to the Person making the Acquisition Proposal, if and only if: (a) the Board first determines in good faith, after consultation with its financial advisor advisors and its outside legal 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 legal counsel, that the failure to engage in such discussions or negotiations would be inconsistent with its fiduciary duties; (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.5; (2d) The the Company shall provide enters into a confidentiality and standstill agreement with such Person on customary terms that are not materially less favourable to the Company than those contained in the Confidentiality Agreement, provided that such confidentiality and standstill agreement may allow such Person to make an Acquisition Proposal confidentially to the Board that constitutes, or could reasonably be expected to constitute or lead to, a Superior Proposal; and (e) the Company: (i) provides the Purchaser with prior written notice stating the Company’s intention to participate in such discussions or negotiations and to provide such copies, access to or disclosure and that the Board has determined, after consultation with its outside legal counsel, that failure to take such action would be inconsistent with its fiduciary duties; (ii) prior to engaging in or participating in any such discussions or negotiations or providing any such copies, access or disclosure, provides the Purchaser with a true, complete and final executed copy of the information, properties, facilities, books or records of confidentiality and standstill agreement referred to in Section 5.3(1)(d); and (iii) promptly provides the Purchaser with any non-public information concerning the Company and its Subsidiaries provided to such Person, prior to or simultaneously with, the access or disclosure to such other Person (to the extent which was not previously provided to the Purchaser or its Representatives)Purchaser.

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.13.1, if at any time time, prior to obtaining the approval of the Arrangement ResolutionRequired Approval, the Company Vendor receives a bona fide an unsolicited written Acquisition Proposal from a PersonProposal, the Company and its Representatives Vendor 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 Proposal 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 confidential information, properties, facilities, books or records of relating to Uze endoz,dbe Corporation and/or the Company or Target Corporations in its Subsidiariespossession, if and only if: (a) the Board first determines in good faith, after consultation with its financial advisor advisors and its outside legal 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 legal counsel, that the failure to engage in such discussions or negotiations would be inconsistent with its fiduciary duties; (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 Vendor or any of its Subsidiaries; andthe Target Corporations; (c) the Company has beenAcquisition Proposal did not arise, and continues to bedirectly or indirectly, in compliance with its obligations under as a result of a violation by the Vendor of this Article 5 3; (d) the Vendor enters into a confidentiality and standstill agreement with such Person on customary terms, provided that such confidentiality and standstill agreement may allow such Person to make an Acquisition Proposal confidentially to the Board that constitutes, or could reasonably be expected to constitute or lead to, a Superior Proposal; and (e) the Vendor promptly provides the Purchaser with: (i) prior written notice stating the Vendor's intention to participate in all material respectssuch discussions or negotiations and to provide such copies, access or disclosure; (ii) prior to providing any such copies, access or disclosure or engaging or partaking in any such discussions or negotiations, a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 3.3(1)(d); and (iii) any non-public information concerning the Vendor or the Target Corporations provided to such other Person which was not previously provided to the Purchaser. (2) The Company Nothing contained in this Schedule shall provide prevent the Purchaser Board from complying with access to or disclosure Section 2.17 of the information, properties, facilities, books or records of the Company National Instrument 62-104 - Takeover Bids and its Subsidiaries provided to such Person, prior to or simultaneously with, the access or disclosure to such Person (Issuer Bids and similar provisions under Securities Laws relating to the extent not previously provided to the Purchaser or its Representatives)provision of a directors' circular.

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1, if at any time time, prior to obtaining the approval of the Arrangement ResolutionRequired Approval, the Company receives a bona fide an unsolicited written Acquisition Proposal from a PersonProposal, 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 Proposal 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 confidential 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 advisors and its legal 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; (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 Acquisition Proposal did not arise, directly or indirectly, as a result of a violation by the Company has been, and continues to be, in compliance with its obligations under of this Article 5 in all material respects.or the Exclusivity Agreement; (2d) The the Company shall provide enters into a confidentiality and standstill agreement with such Person on customary terms, provided that such confidentiality and standstill agreement may allow such Person to make an Acquisition Proposal confidentially to the Board that constitutes, or could reasonably be expected to constitute or lead to, a Superior Proposal; and (e) the Company promptly provides the Purchaser with 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 any such copies, access or disclosure disclosure, a true, complete and final executed copy of the information, properties, facilities, books or records of confidentiality and standstill agreement referred to in Section 5.3(1)(d); and (iii) any non-public information concerning the Company and its Subsidiaries provided to such Person, prior to or simultaneously with, the access or disclosure to such other Person (to the extent which was not previously provided to the Purchaser or its Representatives)Purchaser.

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1, if at any time prior to obtaining the approval of the Arrangement ResolutionResolution in accordance with the Interim Order, the Company receives a bona fide written Acquisition Proposal from a Person, the Company and its Representatives may enter into, 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 and its SubsidiariesSubsidiaries to such Person, if and only if: (ai) the Board first determines in good faith, after consultation with its financial advisor advisors and its outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to constitute or lead to (disregarding for the purposes of such determination any due diligence or access condition to which such Acquisition Proposal is subject) a Superior Proposal; (bii) 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 did not result from a breach by 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 5; (iii) prior to providing any such copies, access or disclosure, (a) the Company enters into a confidentiality and standstill agreement with such Person on terms that are no less favourable to the Company than those of the Confidentiality Agreement, and (b) any such copies, access or disclosure provided to such Person shall have already been (or shall simultaneously be) provided to the Purchaser; and (iv) prior to providing any such copies, access or disclosure to such Person, the Company provides the Purchaser with a true, complete and final executed copy of the confidentiality and standstill agreement referred to in all material respectsSection 5.3(1)(iii). (2) The Company Subject to Section 5.4, nothing contained in this Agreement shall provide prohibit 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 Board from making disclosure to such Person (Company Securityholders to comply with their fiduciary duties to the extent not previously that the Board determines after receiving the advice of outside legal counsel that such disclosure is required in response to a Superior Proposal (including disclosure of a Change in Recommendation) or as required by applicable Securities Laws in response to an Acquisition Proposal (including by responding to an Acquisition Proposal in a directors’ circular; provided that, in the event of a Change in Recommendation and a termination by the Purchaser of this Agreement pursuant to Section 7.2(1)(iv)(b), the Company shall be obligated to pay the Termination Fee as required by Section 8.2(2). Should the Board make a Change in Recommendation in accordance with the foregoing, Section 4.6 shall no longer be applicable to disclosures made by the Company. In addition, nothing contained in this Agreement shall prohibit the Company or the Board from calling and/or holding a meeting of Common Shareholders requisitioned by Common Shareholders in accordance with the CBCA or taking any other action to the Purchaser extent ordered or its Representatives)otherwise mandated by a Governmental Entity in accordance with applicable Laws.

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.15.01 but subject to compliance with the other provisions of this Article 5, if if, at any time prior to obtaining the approval of the Arrangement ResolutionRequired Shareholder Approval, the Company receives a bona fide unsolicited written Acquisition Proposal that did not result, directly or indirectly, from a Personany breach of this Article 5, any other provision of this Agreement, the Confidentiality Agreement or the Exclusivity Agreement, the Company and its Representatives may (i) 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 hereofii) 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 Subsidiariesthe Company Subsidiaries (and any such copies, access or disclosure provided to such Person shall have already been (or simultaneously be) provided to Parent and Parent’s Representative), if and only if:, in the case of both clauses (i) and (ii): (a) the Company Board first determines in good faith, after consultation with its financial advisor advisor(s) and its outside legal counsel, that such Acquisition Proposal constitutes or could would reasonably be expected to constitute or lead to a Superior ProposalProposal and that the failure to take the actions described in clauses (i) and (ii) above would be inconsistent with its fiduciary duties under applicable Law; (b) such Person making the Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure, non-solicitation, use, business purpose or similar agreement, restriction or covenant with the Company or any of its the Company Subsidiaries; and; (c) the Company has been, and continues to be, in compliance with its obligations under this Article 5 5, the Exclusivity Agreement and the Confidentiality Agreement in all material respects.; and (2d) The Company shall provide the Purchaser with access prior to providing any such copies, access, or disclosure of the information, properties, facilities, books or records of the Company and its Subsidiaries provided to engaging or participating in any discussions or negotiations with such Person, prior (A) the Company promptly delivers a written notice to Parent stating its intention to participate in such discussions or simultaneously withnegotiations and to provide such copies, the access or disclosure disclosure, which notice shall include confirmation of the determination by the Company Board that such Acquisition Proposal constitutes or would reasonably be expected to constitute a Superior Proposal; and (B) the Company enters into an Acceptable Confidentiality Agreement with such Person (to the extent not previously and a true, complete and final executed copy of such agreement is provided to the Purchaser or its Representatives)Parent.

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1any other provision of this Agreement, if at any time time, prior to obtaining the approval by the Shareholders and Optionholders of the Arrangement Resolution, the Company receives a bona fide written Acquisition Proposal from a PersonProposal, 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 confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries, if and only if: (a) the Board of Directors first determines in good faith, after consultation with its financial advisor and its outside legal counseladvisors, that such Acquisition Proposal constitutes or could reasonably be expected to constitute or lead to a Superior Proposal, and, after consultation with its outside legal advisors, that the failure to engage in such discussions or negotiations would be inconsistent with its fiduciary duties; (b) such Person was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose standstill or similar restriction with the Company or any of its Subsidiaries; andrestriction; (c) the Company has been, and continues to be, in compliance with its obligations under this Article 5 6; (d) prior to providing any such copies, access, or disclosure, the Company enters into a confidentiality and standstill agreement with such Person substantially in all material respectsthe same form as the confidentiality and standstill agreement entered into by the Company and the Purchaser; and (e) the Company promptly provides the Purchaser with: (i) two (2) Business Days prior written notice stating the Company’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure and that the Board of Directors has determined that failure to take such action would be inconsistent with its fiduciary duties; 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 6.3(1)(d). (2) The Company Nothing contained in this Agreement shall provide prevent the Purchaser Board of Directors from complying with access to or disclosure Section 2.17 of the information, properties, facilities, books or records of the Company Multilateral Instrument 62-104 – Takeover Bids and its Subsidiaries provided to such Person, prior to or simultaneously with, the access or disclosure to such Person (Issuer Bids and similar provisions under Securities Laws relating to the extent not previously provided to the Purchaser or its Representatives)provision of a directors’ circular in respect of an Acquisition Proposal.

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1, if if, at any time prior to obtaining the approval of the Arrangement ResolutionRequired Shareholder Approval, the Company receives a bona fide an unsolicited written Acquisition Proposal from a PersonProposal, the Company and its Representatives may engage in or participate in discussions or negotiations with such Person and its Representatives regarding such Acquisition Proposal, Proposal and, subject to entering into a confidentiality and standstill agreement with such Person containing confidentiality, standstill and other terms with respect to confidentiality that are not no less favourable to the Company in the aggregate than those contained in the Confidentiality Agreement and standstill terms which are customary, including restrictions on acquiring any securities or material assets of do not restrict the Company or its Subsidiaries, soliciting proxies in order to vote or influence any party from complying 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 this Article 5 (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 SubsidiariesSubsidiaries (provided that the Company provides a copy of such confidentiality and standstill agreement to the Purchaser prior to providing such Person with any such copies, access or disclosure and makes such information available to the Parent substantially simultaneously to the extent such information was not previously made available to the Parent), if and only if: : (a) the Board first determines in good faith, after consultation with its financial advisor and its outside legal counseladvisor, that such Acquisition Proposal constitutes or could reasonably be expected to constitute or lead to a Superior Proposal; Proposal and, after consultation with its outside counsel, that the failure to engage in such discussions our negotiations would be inconsistent with its fiduciary duties; (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 Acquisition Proposal did not arise, directly or indirectly, as a result of a violation by the Company of this Article 5 or by the OCM Shareholders of the Company Support and Voting Agreements; and (d) 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 previously provided to the Purchaser or its Representatives).

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 the Confidentiality Agreement, if at any time prior to obtaining the approval of the Arrangement ResolutionRequired Shareholder Approval, the Company receives a bona fide written an Acquisition Proposal from a PersonProposal, 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 confidential information, properties, facilities, or books or and records of the Company or any of its Subsidiaries, if and only if: (a) the Board first determines (based upon, amongst other things, the recommendation of the Special Committee) in good faith, after consultation with its financial advisor advisers 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 making the Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose standstill or similar agreement, restriction or covenant with the Company or any of its Subsidiaries; (c) such Acquisition Proposal did not result from a breach from Article 5 in any material respect; (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 shall contemporaneously be) provided to the Purchaser (by posting such information to the Data Room or otherwise, with prior written notice of such posting provided to the Purchaser); and (ce) 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 has beenpromptly provides the Purchaser with a true, complete and continues final executed copy of the Acceptable Confidentiality Agreement referred to be, in compliance with its obligations under this Article 5 in all material respectsSection 5.3(1)(d). (2) If the Company is entitled, pursuant to Section 5.3(1), to engage in or participate in discussions or negotiations with, and otherwise cooperate with or assist, a Person or group of Persons making an Acquisition Proposal, it may (i) so advise any holder of Multiple Voting Shares and (ii) engage in or participate in discussions or negotiations with a holder of Multiple Voting Shares and, no earlier than providing the same written information to the Purchaser, provide written information to the holder of Multiple Voting Shares regarding the terms and conditions of such Acquisition Proposal and any related documents, including proposed shareholder voting and support agreements, financing commitment papers and any rollover, reinvestment or similar agreements, in response to a request for information made by the Rollover Shareholder, in each case in accordance with the Shareholder Support and Voting Agreement executed by such holder of Multiple Voting Shares, for the purpose of determining whether the holder of Multiple Voting Shares, in its capacity as a Shareholder, would be likely to support and vote in favour of such Acquisition Proposal and enter into agreements in respect of the Acquisition Proposal, including, for greater certainty, agreements relating to voting support and rollover or reinvestment of any securities or the proceeds thereof, as applicable, and related governance matters and, if applicable, future employment or other role of the holder of Multiple Voting Shares or its beneficial owners; provided that, for greater certainty, the foregoing shall not in any way restrict the Company, the Board or the Special Committee from engaging or participating in any discussions or negotiations with, or providing any information to, a holder of Multiple Voting Shares or its beneficial owner in their capacity as a director or officer of the Company. The Company shall provide the Purchaser with access to may so engage in or disclosure of the information, properties, facilities, books participate in discussions or records of the Company and its Subsidiaries provided to such Person, prior to or simultaneously negotiations with, or so provide information to, a holder of Multiple Voting Shares on more than one occasion upon any amendment to any Acquisition Proposal or receipt of another Acquisition Proposal provided that such action is not prohibited by the access Shareholder Support and Voting Agreement executed by the respective holder of Multiple Voting Shares in respect of each such amendment or disclosure to such Person (to the extent not previously provided to the Purchaser or its Representatives)other Acquisition Proposal.

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.15.1 or any other agreement between the Parties, if at any time time, prior to obtaining the approval of the Arrangement ResolutionRequired Approval, the Company receives a bona fide an unsolicited written Acquisition Proposal from a PersonProposal, 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 Proposal 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 confidential information, properties, facilities, books or records of the Company or its Subsidiaries, if and only if: (a) the Company Board first determines in good faith, after consultation with its financial advisor advisors and its outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to constitute or lead to a Superior ProposalProposal (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 confidentiality, standstill, non-disclosure, use, business purpose or similar agreement or restriction with the Company or any of its Subsidiaries; and; (c) the Acquisition Proposal did not arise as a result of a violation by the Company has been, and continues to be, in compliance with its obligations under of this Article 5 in all material respects.5; (2d) The Company shall provide the Purchaser with prior to providing copies of, access to or disclosure of the confidential information, properties, facilities, books or records of the Company or its Subsidiaries, the Company enters into a confidentiality and standstill agreement with such Person on customary terms having a term not less than 12 months, provided that such confidentiality and standstill agreement may allow such Person to make an Acquisition Proposal and related communications confidentially to the Company Board; 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 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); and (iii) any non-public information concerning the Company and its Subsidiaries provided to such Person, prior to or simultaneously with, the access or disclosure to such other Person (to the extent which was not previously provided to the Purchaser or its Representatives)Purchaser.

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1, if at any time time, prior to obtaining the approval of the Arrangement ResolutionRequired Approval, the Company receives a bona fide written Acquisition Proposal from a PersonProposal, 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 Proposal 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 confidential information, properties, facilities, books or records of the Company or its SubsidiariesSubsidiaries to such Person, if and only if: (a) the Board first determines in good faith, after consultation with its financial advisor advisors and its legal 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; (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.Section 5.1 and Section 5.2 and has complied with its obligations under the Exclusivity Agreement; (2d) The the Company shall provide enters into a confidentiality and standstill agreement with such Person substantially in the same form as the mutual confidentiality and standstill agreement between the Company and the Purchaser with dated December 4, 2020; 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 any such copies, access or disclosure disclosure, a true, complete and final executed copy of the information, properties, facilities, books or records of confidentiality and standstill agreement referred to in Section 5.3(1)(d); and (iii) any non-public information concerning the Company and its Subsidiaries provided to such Person, prior to or simultaneously with, the access or disclosure to such other Person (to the extent which was not previously provided to the Purchaser or its Representatives)Purchaser.

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1, if at any time following the date of this Agreement and prior to obtaining the approval of Required Securityholder Approval at the Arrangement ResolutionMeeting the Corporation receives an unsolicited Acquisition Proposal, the Company receives a bona fide written Acquisition Proposal from a Person, the Company and its Representatives Corporation may engage in or participate in discussions or negotiations with such the relevant 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 informationinformation relating to the assets, properties, facilities, books or and records of the Company Corporation or any of its Subsidiaries, if and only if: (a) the Board first determines in good faith, after consultation with its financial advisor and its outside legal counseladvisors, that such Acquisition Proposal constitutes or could reasonably be expected to constitute or lead to a Superior Proposal; (b) subject to Section 5.1(3), such Person was not restricted from making such Acquisition Proposal pursuant to an any existing confidentiality, standstill, non-disclosure, use, business purpose standstill or similar restriction with to which the Company or any of its Subsidiaries; andCorporation is party; (c) such Acquisition Proposal did not arise, directly or indirectly, as a result of a violation by the Company Corporation directly or indirectly through its Subsidiaries or their respective Representatives of this Article 5 in any material respect, and the Corporation has been, been and continues to be, be in compliance with its obligations under this Article 5 5, in all material respects.; (2d) The Company shall provide the Corporation enters into a customary confidentiality and standstill agreement with such Person having terms at least as onerous in all material respects as those set forth in the Confidentiality Agreement (it being agreed that such confidentiality agreement need not prohibit the making of an Acquisition Proposal confidentially to the Board); (e) the Corporation has provided the Purchaser with (i) written notice stating the Corporation’s intention to participate in such discussions or negotiations and to provide all such copies, access to or disclosure relating to the Acquisition Proposal, including the identity of the information, properties, facilities, books or records party making such Acquisition Proposal; and (ii) a copy of the Company confidentiality and standstill agreement referred to in Section 5.3(1)(d) above; and (f) the Corporation promptly (and in any event within twenty four (24) hours of delivery) provides the Purchaser with any substantive or material non-public information concerning the Corporation and its Subsidiaries provided to such Person, prior to or simultaneously with, the access or disclosure to such other Person (to the extent which was not previously provided to the Purchaser or its Representatives)Purchaser.

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1, if at any time prior to obtaining the approval of the Arrangement ResolutionRequired Approval, the Company receives a bona fide written Acquisition Proposal from a PersonProposal, 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 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 confidentiality, standstill, non-disclosure, use, business purpose or similar restriction with the Company or any of its Subsidiaries; and (c) the Company has been, otherwise been and continues to be, be in compliance with its obligations under this Article 5 in all material respects.Section 5.1 and 5.2; (2c) The prior to providing any such copies, access, or disclosure, the Company shall provide enters into a confidentiality and standstill agreement with such Person on terms and conditions no less onerous or more beneficial to such Person than those applicable to the Purchaser in the confidentiality and standstill agreement dated October 6, 2006 between JLL Partners Fund V, L.P. and the Company, which, for the avoidance of doubt, shall include a twelve month “standstill” period, which period shall not terminate due to the announcement, approval or entry into this Agreement or any amendment of this Agreement or due to any action contemplated by this Agreement or any amendment of this Agreement “, and which, for greater certainty, would not prohibit the Person making such Acquisition Proposal from proposing a Superior Proposal in accordance with the terms of such confidentiality and standstill agreement; 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; (ii) prior to providing any such copies, access or disclosure disclosure, a true, complete and final executed copy of the information, properties, facilities, books or records of confidentiality and standstill agreement referred to in Section 5.3(1)(c); and (iii) any non-public information concerning the Company and its Subsidiaries provided to such Person, prior to or simultaneously with, the access or disclosure to such other Person (to the extent which was not previously provided to the Purchaser Purchaser. (2) The Parties acknowledge that the furnishing of certain competitively sensitive information to competitors of the Company would be materially prejudicial to the Company and its business and, accordingly, no such information shall be disclosed to any Person that the Board, acting reasonably, determines to be a competitor of the Company in some material respect under Section 5.3(1) in circumstances where it would be reasonable to conclude that such disclosure would be materially prejudicial to the Company and its business until the termination of this Agreement in accordance with its terms. 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 Company, who enter into agreements reasonably satisfactory to the Company, that such information will not be provided or communicated to the competitor, its officers, directors or other Representatives). (3) Nothing contained in this Agreement shall prohibit the Board from making any disclosure to Shareholders with respect to an Acquisition Proposal prior to the Effective Time if, in the good faith judgement of the Board, after consultation with outside legal counsel, such disclosure is required by applicable Securities Laws (including responding to an Acquisition Proposal under a directors’ circular) or from calling and holding a meeting of Shareholders requisitioned by Shareholders, or any of them, prior to the Effective Date if required by Law.

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 from (including, for greater certainty, a Personvariation 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 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 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) 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 first determines in good faith, after consultation with its financial advisor advisors and its outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to constitute or lead to a Superior Proposal; Proposal (bnotwithstanding the foregoing, the Purchaser acknowledges and agrees that the Board may contact the Person(s) such Person was not restricted from making such Acquisition Proposal pursuant in advance of the Board making a determination that such Acquisition Proposal is, or could reasonably be expected to an existing confidentialitylead to, standstilla Superior Proposal for the sole purpose of clarifying the terms and conditions of such Acquisition Proposal so as to determine whether it is, non-disclosureor could reasonably be expected to lead to, use, business purpose or similar restriction with the Company or any of its Subsidiariesa Superior Proposal); and (c) c. prior to providing any such information, the Company has been, enters into a confidentiality agreement with such Person that is on terms 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 conditions no less onerous 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 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 extent not previously provided to the Purchaser or its Representatives)Company.

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1, if at any time following the date of this Agreement and prior to obtaining the approval of Required Shareholder Approval at the Arrangement ResolutionMeeting, the Company Corporation receives a an unsolicited bona fide written Acquisition Proposal from a PersonProposal, the Company and its Representatives Corporation may engage in or participate in discussions or negotiations with such the relevant 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 informationinformation relating to the assets, properties, facilities, books or and records of the Company Corporation or any of its SubsidiariesSubsidiaries (in each case pursuant to the confidentiality and standstill agreement referred to in Section 5.3(1)(c)), if and only if: (a) the Board first determines in good faith, after consultation with its financial advisor and its outside legal counseladvisors, that such Acquisition Proposal constitutes or could would reasonably be expected to constitute or lead to a Superior ProposalProposal (disregarding any due diligence or access condition to which such Acquisition Proposal is subject); (b) such Person was not restricted from making such Acquisition Proposal pursuant to an existing confidentialitydid not arise as a result of a violation by the Corporation directly or indirectly through its Subsidiaries or its or their respective Representatives of this Article 5 in any material respect, standstill, non-disclosure, use, business purpose or similar restriction with and the Company or any of its Subsidiaries; and (c) the Company Corporation has been, been and continues to be, be in compliance with its obligations under this Article 5 5, in all material respects.; (2c) The Company shall the Corporation enters into a customary confidentiality and standstill agreement with such Person having terms at least as onerous in all material respects as those set forth in the Confidentiality Agreement (it being agreed that such confidentiality agreement need not prohibit the making of an Acquisition Proposal confidentially to the Board); (d) the Corporation has provided the Parent with (i) written notice stating the Corporation’s intention to participate in such discussions or negotiations and to provide the Purchaser with all such copies, access to or disclosure relating to the Acquisition Proposal, including the identity of the information, properties, facilities, books or records party making such Acquisition Proposal; and (ii) a copy of the Company confidentiality and its Subsidiaries standstill agreement referred to in Section 5.3(1)(c) above; and (e) the Corporation provides the Parent with any non-public information provided to such Person, prior to or simultaneously with, the access or disclosure to such other Person (to the extent which was not previously provided to the Purchaser or its Representatives)Parent substantially concurrently with such information being provided to such Person.