Common use of Responding to an Acquisition Proposal Clause in Contracts

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1, or any other agreement between the Parties or between Corporation and any other Person, including the Non-Disclosure Agreement, if at any time, prior to obtaining the Required Shareholder Approval, Corporation receives a bona fide written Acquisition Proposal, Corporation may (a) contact the Person making such Acquisition Proposal and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal, and (b) engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of confidential information of Corporation or any of its Subsidiaries, if, in the case of this clause (b): (a) the Board (or any special committee thereof) first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes, or could reasonably be expected to constitute or lead to, a Superior Proposal; (b) such Person was not restricted from making such Acquisition Proposal pursuant to an existing standstill or similar restriction contained in any Contract entered into with Corporation; (c) Corporation has been, and continues to be, in compliance with its obligations under this Article 5; (d) prior to or concurrently with providing any such copies, access, or disclosure, Corporation enters into a confidentiality and standstill agreement with such Person (if one has not already been entered into or if such previous agreement contains provisions that are more favourable in the aggregate to such Person than those contained in the Non-Disclosure Agreement) that contains terms that are no more favourable to such Person than those found in the Non-Disclosure Agreement, except that such agreement may specifically release such Person from any standstill restriction that is then in effect, and provided that such confidentiality and standstill agreement may not include any provision calling for an exclusive right to negotiate with Corporation and may not restrict Corporation from complying with this Article 5; and (e) Corporation promptly provides Guarantor with, prior to providing any such copies, access or disclosure, a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.3(1)(d).

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1, or any other agreement between the Parties or between Corporation the C ompany and any other Person, including the Non-Disclosure Agreement, if at any time, prior to obtaining the Required approval of the Company Shareholder Approval, Corporation s of the Arrangement Resolution the Company receives a bona fide written an Acquisition Proposal, Corporation the Company may (a) contact the Person making such Acquisition Proposal and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal, and (b) engage in or participate in discussions or negotiations with such Person regarding rega rding such Acquisition Proposal, and, subject to the Company (i) 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 provide not restrict the Company from complying with this Article 5 (it being understo od and agreed that such confidentiality and standstill agreement need not restrict the making of an Acquisition Proposal or related communications to the Company or the Board) (an A‡cceptable Confidentiality Agreement , ·(ii) concurrently providing the Pur chaser with access to any information that was provided to such Person and not previously provided to the Purchaser and (iii) promptly providing the Purchaser with a true, complete and final executed copy of such Acceptable Confidentiality Agreement , may p rovide copies of, access to or disclosure of confidential information information, properties, facilities, books or records of Corporation the C ompany or any of its SubsidiariesSubsidiaries , if, in the case of this clause (b):: (a) the Board (or any special committee thereof) first determines in good faith, after consultation with its financial advisors and its outside legal counselcounse l, that such Acquisition Proposal constitutes, constitutes or could reasonably be expected to constitute or lead to, to a Superior Proposal;; and (b) such Person was not restricted from making such Acquisition Proposal pursuant to an existing standstill or similar restriction contained in any Contract entered into with Corporation; (c) Corporation the Company has been, and continues to be, in compliance with its obligations under this Article 5; (d) prior to or concurrently with providing any such copies, access, or disclosure, Corporation enters into a confidentiality and standstill agreement with such Person (if one has not already been entered into or if such previous agreement contains provisions that are more favourable in the aggregate to such Person than those contained in the Non-Disclosure Agreement) that contains terms that are no more favourable to such Person than those found in the Non-Disclosure Agreement, except that such agreement may specifically release such Person from any standstill restriction that is then in effect, and provided that such confidentiality and standstill agreement may not include any provision calling for an exclusive right to negotiate with Corporation and may not restrict Corporation from complying with this Article 5; and (e) Corporation promptly provides Guarantor with, prior to providing any such copies, access or disclosure, a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.3(1)(d).

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1, or any other agreement between the Parties or between Corporation and any other Person, including the Non-Disclosure Agreement, if at any time, time prior to obtaining the Required Shareholder Approvalapproval of the Arrangement Resolution, Corporation the Company receives from a Person a bona fide written Acquisition ProposalProposal that was not, Corporation may (a) contact directly or indirectly, solicited, initiated, knowingly encouraged or otherwise facilitated in violation of Section 5.1, the Person making such Acquisition Proposal and its Representatives solely for the purpose of clarifying the terms and conditions of 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 (bii) engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, if and may provide copies of, access to or disclosure of confidential information of Corporation or any of its Subsidiaries, only if, in the case of this clause (b):: (a) prior to the taking of any such action, the Board (or any special committee thereof) first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes, constitutes or could reasonably be expected to constitute or lead to, to a Superior Proposal;, and that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under Law; and (b) such Person was not restricted from making such Acquisition Proposal pursuant to an existing standstill or similar restriction contained in any Contract entered into with Corporation; (c) Corporation has been, and continues to be, in compliance with its obligations under this Article 5; (d) prior to or concurrently with providing any such copiesinformation, access, or disclosure, Corporation the Company enters into a confidentiality and standstill agreement with such Person (if one has not already been entered into that will include a customary standstill provision, and that is otherwise on terms and conditions no less onerous or if such previous agreement contains provisions that are more favourable in the aggregate beneficial to such Person than those contained set forth in the Non-Disclosure Confidentiality Agreement, provided that: (i) that contains terms that are no more favourable to such agreement need not prohibit the making or amendment of any Acquisition Proposal and may include provisions granting such Person than those found in the Non-Disclosure Agreement, except that such agreement may specifically release such Person from any standstill restriction that is then in effect, and provided that such confidentiality and standstill agreement may not include any provision calling for an exclusive right to negotiate with Corporation the Company provided that such exclusive right will not adversely interfere with the Parent and may not restrict Corporation from complying the Purchaser’s rights under this Agreement with this Article 5respect to such Acquisition Proposal; and and (eii) Corporation promptly provides Guarantor with, prior to providing any such copies, access or disclosure, the Company sends a true, complete and final executed copy of the such confidentiality and standstill agreement referred to in Section 5.3(1)(d)the Parent and the Purchaser promptly following its execution and before any non-public information is provided to any such Person and the Parent and the Purchaser are promptly provided (to the extent not previously provided) with any such information provided to such Person.

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1, or any other agreement between the Parties or between the Corporation and any other Person, including the Non-Disclosure Agreement, if at any time, time prior to obtaining the Required Shareholder Approvalapproval of the Corporation Shareholders of the Arrangement Resolution, the Corporation receives a bona fide written Acquisition Proposal, the Corporation may (a) contact the Person making such Acquisition Proposal and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal, and (b) engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and, subject to the Corporation (i) 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 Corporation in the aggregate than those contained in the Confidentiality Agreement and may not restrict the Corporation from complying with this Article 5 (it being understood and agreed that such confidentiality and standstill agreement need not restrict the making of an Acquisition Proposal or related communications to the Corporation or the Board), (ii) concurrently providing each of the Purchasers with access to any information that was provided to such Person and not previously provided to both Purchasers and (iii) promptly providing the Purchasers with a true, complete and final executed copy of such confidentiality and standstill agreement, may provide copies of, access to or disclosure of confidential information information, properties, facilities, books or records of the Corporation or any of its SubsidiariesSubsidiaries or the JV, if, in the case of this clause (b):: (a) the Board (or any special committee thereof) Special Committee first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes, constitutes or could reasonably be expected to constitute or lead to, to a Superior Proposal; (b) such Person was not restricted from making such Acquisition Proposal pursuant to an existing standstill confidentiality, standstill, non-disclosure, use, business purpose or similar restriction contained in with the Corporation or any Contract entered into with Corporation;of its Subsidiaries; and (c) the Corporation has been, and continues to be, in compliance with its obligations under this Article 5; (d) prior to or concurrently with providing any such copies, access, or disclosure, Corporation enters into a confidentiality and standstill agreement with such Person (if one has not already been entered into or if such previous agreement contains provisions that are more favourable in the aggregate to such Person than those contained in the Non-Disclosure Agreement) that contains terms that are no more favourable to such Person than those found in the Non-Disclosure Agreement, except that such agreement may specifically release such Person from any standstill restriction that is then in effect, and provided that such confidentiality and standstill agreement may not include any provision calling for an exclusive right to negotiate with Corporation and may not restrict Corporation from complying with this Article 5; and (e) Corporation promptly provides Guarantor with, prior to providing any such copies, access or disclosure, a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.3(1)(d).

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1, or any other agreement between the Parties or between Corporation the Company and any other Person, including the Non-Disclosure Agreement, if at any time, time following the No-Shop Period Start Time and prior to obtaining the Required Shareholder Approvalapproval of the Company Shareholders of the Arrangement Resolution, Corporation the Company receives a bona fide written an Acquisition Proposal, Corporation may (a) contact the Person making such Acquisition Proposal Company and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal, and (b) may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and, subject to the Company (i) 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 Article 5 (it being understood and agreed that such confidentiality and standstill agreement need not restrict the making of an Acquisition Proposal or related communications to the Company or the Board) (an “Acceptable Confidentiality Agreement”), (ii) concurrently providing the Purchaser with access to any information that was provided to such Person and not previously provided to the Purchaser and (iii) as soon as reasonably practicable (and in any event within two Business Days) providing the Purchaser with a true, complete and final executed copy of such confidentiality and standstill agreement, may provide copies of, access to or disclosure of confidential information information, properties, facilities, books or records of Corporation the Company or any of its Subsidiaries, if, in the case of this clause (b):: (a) the Board (or any special committee thereof) first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes, constitutes or could reasonably be expected to constitute or lead to, to a Superior Proposal;; and (b) such Person was not restricted from making such Acquisition Proposal pursuant to an existing standstill or similar restriction contained in any Contract entered into with Corporation; (c) Corporation the Company has been, and continues to be, in compliance with its obligations under this Article 5; (d) prior to or concurrently with providing any such copies, access, or disclosure, Corporation enters into a confidentiality and standstill agreement with such Person (if one has not already been entered into or if such previous agreement contains provisions that are more favourable in the aggregate to such Person than those contained in the Non-Disclosure Agreement) that contains terms that are no more favourable to such Person than those found in the Non-Disclosure Agreement, except that such agreement may specifically release such Person from any standstill restriction that is then in effect, and provided that such confidentiality and standstill agreement may not include any provision calling for an exclusive right to negotiate with Corporation and may not restrict Corporation from complying with this Article 5; and (e) Corporation promptly provides Guarantor with, prior to providing any such copies, access or disclosure, a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.3(1)(d).

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1, or any other agreement between the Parties or between Corporation and any other Person, including the Non-Disclosure Agreement, if at any time, prior to obtaining the Required Shareholder Approvalapproval by Company Shareholders of the Arrangement Resolution, Corporation the Company receives a bona fide written Acquisition Proposal, Corporation the Company may (a) contact the Person making such Acquisition Proposal and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal, and (b) engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of confidential information information, properties, facilities, books or records of Corporation or any of the Company and its Subsidiaries, Subsidiaries if, in the case of this clause (b):and only if: (a) the Company Board (or any special committee thereof) first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes, constitutes or could reasonably be expected to constitute or lead to, 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 standstill or similar restriction contained in any Contract entered into with Corporationrestriction; (c) Corporation the Company has been, and continues to be, in compliance with its obligations under this Article 5; (d) prior to or concurrently with providing any such copies, access, or disclosure, Corporation the Company enters into a confidentiality and standstill agreement with such Person (if one has not already been entered into or if such previous agreement contains provisions having terms that are more favourable not less onerous than those set out in the aggregate Confidentiality Agreement and any such copies, access or disclosure provided to such Person than those contained in shall have already been (or simultaneously be) provided to the Non-Disclosure Agreement) that contains terms that are no more favourable to such Person than those found in the Non-Disclosure Agreement, except that such agreement may specifically release such Person from any standstill restriction that is then in effect, and provided that such confidentiality and standstill agreement may not include any provision calling for an exclusive right to negotiate with Corporation and may not restrict Corporation from complying with this Article 5other Party; and (e) Corporation the Company promptly provides Guarantor 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 the Company 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 Company Shareholders 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 jurisdiction in accordance with applicable Laws.

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1, or any other agreement between the Parties or between Corporation and any other Person, including the Non-Disclosure Agreement, if at any time, prior to obtaining the Required Shareholder Approvalapproval by the Company Shareholders of the Arrangement Resolution, Corporation the Company receives a bona fide written Acquisition Proposal, Corporation the Company may (a) contact the Person making such Acquisition Proposal and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal, and (b) engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of confidential information information, properties, facilities, books or records of Corporation the Company or any of its Subsidiaries, if and only if, in the case of this clause (b):: (a) the Board (or any special committee thereof) first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes, constitutes or could reasonably be expected to constitute or lead to, 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 standstill or similar restriction contained in any Contract entered into with Corporationrestriction; (c) Corporation the Company has been, and continues to be, in compliance with its obligations under this Article 5; (d) prior to or concurrently with providing any such copies, access, or disclosure, Corporation the Company enters into a confidentiality and standstill agreement with such Person (if one has not already been entered into or if such previous agreement contains provisions having terms that are more favourable not less onerous than those set out in the aggregate Confidentiality Agreement and any such copies, access or disclosure provided to such Person than those contained in shall have already been (or simultaneously be) provided to the Non-Disclosure Agreement) that contains terms that are no more favourable to such Person than those found in the Non-Disclosure Agreement, except that such agreement may specifically release such Person from any standstill restriction that is then in effect, and provided that such confidentiality and standstill agreement may not include any provision calling for an exclusive right to negotiate with Corporation and may not restrict Corporation from complying with this Article 5Purchaser; and (e) Corporation the Company promptly provides Guarantor the Purchaser 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)(d5.3(d). (2) Nothing contained in this Agreement shall prevent the Board from complying with Section 2.17 of National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Canadian Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal.

Responding to an Acquisition Proposal. ‌ (1a) Notwithstanding Section 5.1, or any other agreement between the Parties or between Corporation and any other Person, including the Non-Disclosure Agreement, if at any time, prior to obtaining the Required Shareholder Approvalapproval by the Company Shareholders of the Arrangement Resolution, Corporation the Company receives a bona fide written Acquisition Proposal, Corporation the Company may (a) contact the Person making such Acquisition Proposal and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal, and (b) engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and may provide such Person copies of, access to or disclosure of confidential information information, properties, facilities, books or records of Corporation the Company or any of its Subsidiaries, if and only if, in the case of this clause (b):: (ai) the Board (or any special committee thereof) first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes, constitutes or could would reasonably be expected to constitute or lead to, to a Superior Proposal; (bii) such Person was not restricted from making such Acquisition Proposal pursuant to an existing standstill or similar restriction contained in any Contract entered into with Corporationrestriction; (c) Corporation has been, and continues to be, in compliance with its obligations under this Article 5; (diii) prior to or concurrently with providing any such copies, access, or disclosure, Corporation the Company enters into a confidentiality and standstill agreement with such Person (if one has not already been entered into and any such copies, access or if such previous agreement contains provisions that are more favourable in the aggregate disclosure provided to such Person than those contained shall have already been (or shall reasonably promptly be) provided to the Purchaser; (iv) the Company did not or is not in the Non-Disclosure Agreement) that contains terms that are no more favourable to such Person than those found in the Non-Disclosure Agreement, except that such agreement may specifically release such Person from any standstill restriction that is then in effect, and provided that such confidentiality and standstill agreement may not include any provision calling for an exclusive right to negotiate with Corporation and may not restrict Corporation from complying with this Article 5breach of Section 5.1; and (ev) Corporation the Company promptly provides Guarantor the Purchaser 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)(d5.3(a)(iii). (b) Nothing contained in this Article 5 shall prohibit the Board from making disclosure to Company Shareholders as required by applicable Law, including complying with section 2.17 of Multilateral Instrument 62-104 - Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal.

Responding to an Acquisition Proposal. (1a) Notwithstanding Section 5.1, or any other agreement between anything to the Parties or between Corporation and any other Person, including the Non-Disclosure contrary in this Agreement, if at any time, time prior to obtaining the Required Absolute Shareholder Approval, Corporation Absolute receives a bona fide written Acquisition ProposalProposal not resulting from a breach of Section 7.1, Corporation may the Absolute Board shall be permitted to: (ai) contact enter into, participate, facilitate and maintain discussions or negotiations with, respond to enquiries from, the Person making such Acquisition Proposal and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal, Representatives; and (bii) engage in furnish any information with respect to the Absolute Group or participate in discussions provide access to the business, properties, assets, books, records, personnel or negotiations with other non-public information of the Absolute Group to such Person regarding such Acquisition Proposaland its Representatives; in each case, if and may provide copies of, access to or disclosure of confidential information of Corporation or any of its Subsidiaries, only if, in the case of this clause (b):: (ai) the Absolute Board (or any special committee thereof) has first determines determined, acting in good faith, faith and after consultation with its financial advisors and its outside legal counselcounsel and financial advisors, that such Acquisition Proposal constitutes, constitutes or could would reasonably be expected to constitute or lead to, to a Superior Proposal; (bii) 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 standstill confidentiality, standstill, nondisclosure, non-solicitation or similar agreement, restriction contained in or covenant with Absolute or any Contract entered into with Corporation;of its Subsidiaries; and (civ) Corporation Absolute has been, and continues to be, in compliance in all material respects with its obligations under this Article 5; (d) prior to or concurrently with providing any such copies, access, or disclosure, Corporation enters into a confidentiality and standstill agreement with such Person (if one has not already been entered into or if such previous agreement contains provisions that are more favourable in the aggregate to such Person than those contained in the Non-Disclosure Agreement) that contains terms that are no more favourable to such Person than those found in the Non-Disclosure Agreement, except that such agreement may specifically release such Person from any standstill restriction that is then in effect, and provided that such confidentiality and standstill agreement may not include any provision calling for an exclusive right to negotiate with Corporation and may not restrict Corporation from complying with this Article 5; and (e) Corporation promptly provides Guarantor with, prior to providing any such copies, access or disclosure, a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.3(1)(d)7.

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1, or any other agreement between the Parties or between Corporation and any other Person, including the Non-Disclosure Agreement, if at any time, prior to obtaining the Required Shareholder Approvalapproval by Company Shareholders of the Arrangement Resolution, Corporation the Company receives a bona fide written Acquisition Proposal, Corporation the Company may (a) contact the Person making such Acquisition Proposal and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal, and (b) engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of confidential information information, properties, facilities, books or records of Corporation or any of the Company and its Subsidiaries, Subsidiaries if, in the case of this clause (b):and only if: (a) the Company Board (or any special committee thereof) first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes, constitutes or could reasonably be expected to constitute or lead to, 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 standstill or similar restriction contained in any Contract entered into with Corporationrestriction; (c) Corporation the Company has been, and continues to be, in compliance with its obligations under this Article 5; (d) prior to or concurrently with providing any such copies, access, or disclosure, Corporation the Company enters into a confidentiality and standstill agreement with such Person (if one has not already been entered into or if such previous agreement contains provisions having terms that are more favourable not less onerous than those set out in the aggregate Confidentiality Agreement and any such copies, access or disclosure provided to such Person than those contained in shall have already been (or simultaneously be) provided to the Non-Disclosure Agreement) that contains terms that are no more favourable to such Person than those found in the Non-Disclosure Agreement, except that such agreement may specifically release such Person from any standstill restriction that is then in effect, and provided that such confidentiality and standstill agreement may not include any provision calling for an exclusive right to negotiate with Corporation and may not restrict Corporation from complying with this Article 5other Party; and (e) Corporation the Company promptly provides Guarantor 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 the Company 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 Company Shareholders 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 jurisdiction in accordance with applicable Laws.

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1, or any other agreement between the Parties or between Corporation and any other Person, including the Non-Disclosure Agreement, if at any time, time prior to obtaining the Required Shareholder Approvalapproval of the Shareholders of the Arrangement Resolution, Corporation the Company receives a bona fide an unsolicited written Acquisition Proposal, Corporation the Company may (a) contact the Person making such Acquisition Proposal and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal, and (b) engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, Proposal and may provide copies of, access to or disclosure of confidential information information, properties, facilities, books or records of Corporation the Company or any of its SubsidiariesSubsidiaries to such Person, if and only if, in the case of this clause (b):: (a) the Board (or any special committee thereof) first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes, constitutes or could may reasonably be expected to constitute or lead to, to a Superior Proposal; (b) such Person was not restricted from making such Acquisition Proposal pursuant to an existing standstill confidentiality, standstill, non-disclosure, use, business purpose or similar restriction contained in any Contract entered into with Corporationthe Company or its Subsidiaries; (c) Corporation the Company has been, and continues to be, in compliance with its obligations under this Article 5Section 5.1 and Section 5.2; (d) prior to or concurrently with providing any such copies, access, or disclosure, Corporation the Company enters into a confidentiality and standstill agreement with such Person (if one has not already been entered into or if such previous agreement contains provisions that are more favourable substantially in the aggregate same form as the Confidentiality Agreement and that is otherwise on terms no less onerous or more beneficial to such Person than those contained in the Non-Disclosure Confidentiality Agreement) that contains terms that are no more favourable to such Person than those found in the Non-Disclosure Agreement, except that such agreement may specifically release such Person from any standstill restriction that is then in effect, and provided that such confidentiality and standstill agreement may not include any provision calling for an exclusive right to negotiate with Corporation and may not restrict Corporation from complying with this Article 5; and (e) Corporation the Company promptly provides Guarantor 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)(d5.3(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. (1) Notwithstanding Section 5.1, or any other agreement between provided the Parties or between Corporation Company is in compliance with Section 5.1 and any other Person, including the Non-Disclosure AgreementSection 5.2, if at any time, prior to obtaining the Required Shareholder Approvalapproval by the Company Shareholders of the Arrangement Resolution, Corporation the Company receives a bona fide written Acquisition ProposalProposal that did not result from a breach of Section 5.1, Corporation the Company may (a) contact the Person making such Acquisition Proposal and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal, and (b) engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of confidential information information, properties, facilities, books or records of Corporation the Company or any of its Subsidiaries, if and only if, in the case of this clause (b):: (a) the Company Board (or any special committee thereofi) first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes, is or could may reasonably be expected to constitute or lead to, result in a Superior Proposal, and (ii) has received written advice from 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 standstill standstill, confidentiality, non-disclosure, business purpose, use or similar restriction contained in or agreement and no waiver of any Contract entered into with Corporationsuch provision was granted to the Person; (c) Corporation the Company has been, and continues to be, in compliance with its obligations under this Article 5; (d) prior to or concurrently with providing any such copies, access, or disclosure, Corporation the Company enters into a confidentiality and standstill agreement with such Person (if one has not already been entered into or if such previous agreement contains provisions that are more favourable in substantially in the aggregate to same form as the Confidentiality Agreement (in particular but without limitation such Person than those contained in the Non-Disclosure Agreement) that contains terms that are no more favourable to such Person than those found in the Non-Disclosure Agreement, except that such agreement may specifically release such Person from any standstill restriction that is then in effect, and provided that such confidentiality and standstill agreement may not include any provision calling for an exclusive right to negotiate with Corporation the Company and may not restrict Corporation the Company or its Subsidiaries from complying with this Article 5Section 5.1); and (e) Corporation the Company promptly provides Guarantor 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, together with a copy of written advice from the Company's outside counsel that the failure to engage in such discussions or negotiations would be inconsistent with the Company Board's fiduciary duties; and (ii) prior to providing any such copies, access or disclosure, a true, complete and final unredacted executed copy of the confidentiality and standstill agreement referred to in Section 5.3(1)(d), provided that, the Company shall not, and shall not allow its Representatives to, disclose any non-public information with respect to the Company or any of its Subsidiaries to such Person if such non-public information has not been previously provided to, or is not concurrently provided to, the Purchaser.

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1, or any other agreement between the Parties or between Corporation the Company and any other Person, including the Non-Disclosure Agreement, if at any time, time prior to obtaining the Required Shareholder Approvalapproval of the Arrangement Resolution, Corporation the Company receives an unsolicited Acquisition Proposal not resulting from a bona fide written Acquisition Proposalbreach of this Article 5, Corporation may the Company may: (a) contact the Person making such Acquisition Proposal and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal, and ; 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 information, properties, facilities, books and records of Corporation the Company or any of its SubsidiariesSubsidiaries to such Person, if and only if, in the case of this clause (b):: (ai) the Company has notified the Purchaser in accordance with Section 5.2; (ii) the Company Board (or any special committee thereof) first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes, constitutes or could reasonably be expected to constitute or lead to, to a Superior Proposal; (biii) such Person was not restricted from making such Acquisition Proposal pursuant to an existing standstill confidentiality standstill, non-disclosure, non-solicitation or similar agreement, restriction or covenant contained in any Contract entered into with Corporationthe Company or any of its Subsidiaries; (civ) Corporation the Company has been, and continues to be, in compliance with its obligations under this Article 5;; and (dv) prior to or concurrently with before providing any such copies, access, access or disclosure, Corporation enters the Company: (A) has entered into a confidentiality and standstill agreement with such Person (if one has not already been entered into or if such previous agreement contains provisions that are more favourable in the aggregate to such Person than those contained in the Non-Disclosure Agreement) that contains a customary standstill provision and that is otherwise on terms that are no more less favourable to such Person the Company than those found in the Non-Disclosure Confidentiality Agreement, except that such agreement may specifically release such Person from any standstill restriction that is then in effect, and provided that such confidentiality and standstill agreement may not include any provision calling for an exclusive right to negotiate with Corporation and may not restrict Corporation from complying with this Article 5; and (e) Corporation promptly provides Guarantor with, prior to providing any such copies, access or disclosure, disclosure provided to such Person shall have been or shall be promptly provided to the Purchaser; and (B) has provided the Purchaser with a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.3(1)(d5.3(b)(v)(A).

Responding to an Acquisition Proposal. (1a) Notwithstanding Section 5.1, or any other agreement between the Parties or between Corporation and any other Person, including the Non-Disclosure Agreement, if at any time, time after the date hereof and prior to obtaining the Required Shareholder Approvalapproval by the Company Shareholders and the Company Equity Compensation Holders of the Arrangement Resolution, Corporation the Company receives a bona fide written Acquisition ProposalProposal that did not result from a material breach of Section 5.1, Corporation the Company may (a) contact the Person making such Acquisition Proposal and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal, and (b) engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and may provide such Person copies of, access to or disclosure of confidential information information, properties, facilities, books or records of Corporation the Company or any of its Subsidiaries, if and only if, in the case of this clause (b):: (ai) the Board (or any special committee thereof) first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes, constitutes or could would reasonably be expected to constitute or lead to, to a Superior Proposal; (bii) to the Company’s knowledge, such Person was not restricted from making such Acquisition Proposal pursuant to an existing standstill or similar restriction contained in any Contract entered into with Corporationrestriction; (c) Corporation has been, and continues to be, in compliance with its obligations under this Article 5; (diii) prior to or concurrently with providing any such copies, access, or disclosure, Corporation the Company enters into a confidentiality and standstill agreement with such Person (if one has not already been entered into or if such previous agreement contains provisions having terms that are more favourable not less onerous than those set out in the aggregate Confidentiality Agreement and any such copies, access or disclosure provided to such Person than those contained shall have already been (or shall reasonably promptly be) provided to the Purchaser; (iv) the Company did not or is not in the Non-Disclosure Agreement) that contains terms that are no more favourable to such Person than those found in the Non-Disclosure Agreement, except that such agreement may specifically release such Person from any standstill restriction that is then in effect, and provided that such confidentiality and standstill agreement may not include any provision calling for an exclusive right to negotiate with Corporation and may not restrict Corporation from complying with this Article 5material breach of Section 5.1; and (ev) Corporation the Company promptly provides Guarantor the Purchaser 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)(d5.3(a)(iii). (b) Nothing contained in this Article 5 shall prohibit the Board from making disclosure to Company Shareholders as required by applicable Law, including complying with section 2.17 of Multilateral Instrument 62-104 - Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal.

Responding to an Acquisition Proposal. ‌ (1) Notwithstanding Section 5.1, or any other agreement between the Parties or between Corporation and any other Person, including the Non-Disclosure Agreement, if at any time, time following the No-Shop Period Start Time and prior to obtaining the Required Shareholder Approvalapproval of the Arrangement Resolution, Corporation Pure receives from a Person a bona fide written Acquisition ProposalProposal that was not, Corporation may (a) contact the Person making such Acquisition Proposal and its Representatives solely for the purpose directly or indirectly, solicited, initiated, knowingly encouraged or otherwise facilitated in violation of clarifying the terms and conditions of Section 5.1, Pure may, in response to such Acquisition Proposal, (i) furnish information with respect to Pure in response to a request therefor by such Person and (bii) engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, if and may provide copies of, access to or disclosure of confidential information of Corporation or any of its Subsidiaries, only if, in the case of this clause (b):: (a) prior to the taking of any such action, the Board (or any special committee thereof) first determines in good faith, after consultation with receiving the advice of its financial advisors Legal Advisors and its outside legal counselFinancial Advisors, that such Acquisition Proposal constitutes, constitutes or could reasonably be expected to constitute or lead to, to a Superior Proposal;; and (b) such Person was not restricted from making such Acquisition Proposal pursuant to an existing standstill or similar restriction contained in any Contract entered into with Corporation; (c) Corporation has been, and continues to be, in compliance with its obligations under this Article 5; (d) prior to or concurrently with providing any such copiesinformation, access, or disclosure, Corporation Pure LP enters into a confidentiality and standstill agreement with such Person (if one has not already been entered into that will include a standstill provision no less onerous or if more beneficial to such previous agreement contains provisions that are more favourable Person than in the aggregate Confidentiality Agreement, and that is otherwise on terms and conditions no less onerous or more beneficial to such Person than those contained set forth in the Non-Disclosure Confidentiality Agreement) that contains terms that are no more favourable to such Person than those found in the Non-Disclosure Agreement, except that such agreement may specifically release such Person from any standstill restriction that is then in effect, and ; provided that such confidentiality and standstill agreement may need not include any provision calling for an exclusive right solely to negotiate with Corporation the extent such provision would prohibit or purport to prohibit a confidential proposal being made to the Board (or any committee thereof) (“Acceptable Confidentiality Agreement”); provided that Pure LP sends a copy of such Acceptable‌ Confidentiality Agreement to the Purchaser promptly following its execution and may not restrict Corporation from complying with this Article 5; and (e) Corporation promptly provides Guarantor with, prior before any non-public information is provided to providing any such copies, access or disclosure, a true, complete Person and final executed copy of the confidentiality and standstill agreement referred Purchaser is promptly provided (to in Section 5.3(1)(d)the extent not previously provided) with any such information provided to such Person.

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1, or any other agreement between the Parties or between Corporation and any other Person, including the Non-Disclosure Agreement, if at any time, prior to obtaining the Required Shareholder Approval, Corporation the Company receives a bona fide an unsolicited written Acquisition Proposal, Corporation the Company may (a) contact the Person making such Acquisition Proposal and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal, and (b) engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, Proposal and may provide copies of, access to or disclosure of confidential information information, properties, facilities, books or records of Corporation the Company or any of its SubsidiariesSubsidiaries to such Person, if and only if, in the case of this clause (b):: (a) the Board (or any special committee thereof) first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes, constitutes or could reasonably be expected to constitute or lead to, to a Superior Proposal; (b) such Person was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill or similar restriction contained in any Contract entered into with Corporationthe Company or its Subsidiaries; (c) Corporation the Company has been, and continues to be, in compliance with its obligations under this Article 5Section 5.1 and Section 5.2 and has complied with its obligations under the Exclusivity Arrangement, in each case in all material respects; (d) prior to or concurrently with providing any such copies, access, or disclosure, Corporation the Company enters into a confidentiality and standstill agreement with such Person (if one has not already been entered into or if such previous agreement contains provisions that are more favourable in the aggregate to such Person than those contained in the Non-Disclosure Agreement) that contains containing terms that are no more less favourable to such Person for the Company than those found in the Non-Disclosure Agreement, except Confidentiality Agreement (it being understood that such agreement may specifically release such Person from any standstill restriction that is then in effect, and provided that such confidentiality and standstill agreement may not include any provision calling for an exclusive right to negotiate with Corporation and may need not restrict Corporation from complying the making of the Acquisition Proposal to the Company or the Board or related communications with this Article 5the Company or the Board); and (e) Corporation the Company promptly provides Guarantor 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 other Person which was not previously provided to the Purchaser.

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1, or any other agreement between the Parties or between Corporation and any other Person, including the Non-Disclosure Agreement, if at any time, time prior to obtaining the Required Shareholder Approvalapproval by the Common Shareholders of the Arrangement Resolution, Corporation the Company receives a bona fide written Acquisition Proposal, Corporation the Company may (ai) 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 (bii) 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 information, properties, facilities, books or records of Corporation the Company or any of its Subsidiaries, if and only if, in the case of this clause (bii): (a) the Board (or any special committee thereof) first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes, constitutes or could would reasonably be expected to constitute or lead to, to a Superior Proposal; (b) such Person was not restricted from making such Acquisition Proposal pursuant to an existing standstill confidentiality, standstill, non-disclosure, use, business purpose or similar restriction contained in with the Company or any Contract entered into with Corporationof its Subsidiaries; (c) Corporation the Company has been, and continues to be, in compliance with its obligations under this Article 5; (d) prior to or concurrently with providing any such copies, access, or disclosure, Corporation the Company enters into a confidentiality and standstill agreement with such Person (if one has not already been entered into that contains a standstill provision that is no less onerous or if such previous agreement contains provisions that are more favourable in the aggregate beneficial to such Person than those contained that in the Non-Disclosure Agreement) that contains Confidentiality Agreement and is otherwise on terms that are no more less favourable to such Person the Company than those found in the Non-Disclosure Confidentiality Agreement, except that and any such agreement may specifically release copies, access or disclosure provided to such Person from any standstill restriction that is then in effect, and shall have already been (or simultaneously be) provided that to the Purchaser (by posting such confidentiality and standstill agreement may not include any provision calling for an exclusive right information to negotiate with Corporation and may not restrict Corporation from complying with this Article 5the Data Room or otherwise); and (e) Corporation promptly provides Guarantor with, 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. (1a) Notwithstanding Section 5.1, or any other agreement between the Parties or between Corporation 7.1 and any other Person, including the Non-Disclosure AgreementSection 7.2, if at any time, Nanotech receives a written Nanotech Acquisition Proposal prior to obtaining the Required Shareholder Nanotech Securityholder Approval, Corporation receives a bona fide written Acquisition Proposal, Corporation Nanotech may (a) contact the Person making such Acquisition Proposal and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal, and (b) engage in or participate in discussions or negotiations with such Person regarding such Nanotech Acquisition Proposal, and may provide copies of, access to or disclosure of confidential information information, properties, facilities, books or records of Corporation or any of its Subsidiariesitself, if and only if, in the case of this clause (b):: (ai) the Board (or any special committee thereof) its board of directors first determines in good faith, after consultation with receiving the advice of its financial advisors and its outside legal counsel, that such Nanotech Acquisition Proposal constitutes, or could would reasonably be expected to constitute or lead toconstitute, a Nanotech Superior Proposal; (bii) such Person was not restricted from making such Nanotech Acquisition Proposal pursuant to an existing standstill standstill, confidentiality, non-disclosure, business purpose, use or similar restriction contained in any Contract entered into with Corporationor agreement; (ciii) Corporation it has been, and continues to be, in compliance with its obligations under this Article 5Section 7.1 through Section 7.4; (div) prior to or concurrently with providing any such copies, access, or disclosure, Corporation it enters into a confidentiality and standstill agreement with such Person having terms at least as favorable to Nanotech as the Confidentiality Agreement; provided that such agreement may permit the counterparty to make a confidential Nanotech Acquisition Proposal that constitutes or would reasonably be expected to constitute a Nanotech Superior Proposal to the Nanotech Board (if one an “Acceptable Confidentiality Agreement”); and (v) it provides META and the Purchaser with: (A) any copies, access or disclosure provided to such Person which has not already been entered into provided to META and the Purchaser prior to or if concurrently with providing such previous agreement contains provisions that are more favourable in the aggregate copies, access or disclosure to such Person than those contained in the Non-Disclosure Agreement) that contains terms that are no more favourable to such Person than those found in the Non-Disclosure Agreement, except that such agreement may specifically release such Person from any standstill restriction that is then in effect, and provided that such confidentiality and standstill agreement may not include any provision calling for an exclusive right to negotiate with Corporation and may not restrict Corporation from complying with this Article 5Person; and (eB) Corporation promptly provides Guarantor with, prior to providing any such copies, access or disclosure, a true, complete and final executed copy of the confidentiality and standstill agreement Acceptable Confidentiality Agreement referred to in Section 5.3(1)(dSubsection 7.3(a)(iv).

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1, or any other agreement between the Parties or between Corporation and any other Person, including the Non-Disclosure Agreement, if If at any time, time prior to obtaining the Required Shareholder Approvalapproval of the Arrangement Resolution in accordance with the Interim Order, Corporation the Company receives a bona fide written Acquisition ProposalProposal from a Person, Corporation may (a) contact the Person making such Acquisition Proposal Company and its Representatives solely for the purpose of clarifying the terms may enter into, engage in, participate in, facilitate and conditions of such Acquisition Proposal, and (b) engage in or participate in maintain discussions or negotiations with, and otherwise co-operate with or assist, such Person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of confidential information any information, properties, facilities, books or records of Corporation or any of the Company and its SubsidiariesSubsidiaries to such Person, if and only if, in the case of this clause (b):: (ai) the Board (or any special committee thereof) first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes, constitutes or could reasonably be expected to constitute or lead to, to a Superior Proposal; (bii) such Acquisition Proposal did not result from a breach by the Company of its obligations under this Article 5; (iii) such Person was not restricted from making such Acquisition Proposal pursuant to an existing standstill or similar restriction contained in any Contract entered into with Corporationrestriction; (civ) Corporation has been, and continues to be, in compliance with its obligations under this Article 5; (d) prior to or concurrently with providing any such copies, access, or disclosure, Corporation enters into a confidentiality and standstill agreement with such Person (if one has not already been entered into or if such previous agreement contains provisions that are more favourable in the aggregate to such Person than those contained in the Non-Disclosure Agreement) that contains terms that are no more favourable to such Person than those found in the Non-Disclosure Agreement, except that such agreement may specifically release such Person from any standstill restriction that is then in effect, and provided that such confidentiality and standstill agreement may not include any provision calling for an exclusive right to negotiate with Corporation and may not restrict Corporation from complying with this Article 5; and (e) Corporation promptly provides Guarantor with, prior to providing any such copies, access or disclosure, (a) the Company enters into a confidentiality 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 (other than verbal disclosure) provided to such Person shall have already been (or shall simultaneously be) provided to the Purchaser; and (v) 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 Section 5.3(1)(d5.3(1)(iv). (2) Nothing contained in this Agreement shall prohibit the Board or the Company from making any disclosure to the Company Securityholders (i) if the Board, acting in good faith and upon the advice of its legal advisors, shall have first determined that the failure to make such disclosure would be inconsistent with the fiduciary duties of the Board or such disclosure is otherwise required under applicable Law or (ii) or as required by applicable Law, including in response to an Acquisition Proposal (including by responding to an Acquisition Proposal in a directors’ circular); provided that, notwithstanding that the Board or the Company shall be permitted to make such disclosure, the Board shall not be permitted to make a Change in Recommendation, other than as permitted by Section 5.4(1). 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 OBCA or taking any other action to the extent ordered or otherwise mandated by a Governmental Entity in accordance with applicable Laws.

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1, or any other agreement between the Parties or between Corporation and any other Person, including the Non-Disclosure Agreement, if at any time, time prior to obtaining the Required Shareholder ApprovalApprovals, Corporation the Company receives a bona fide written Acquisition ProposalProposal from a Person, Corporation the Company may (a) contact the Person making such Acquisition Proposal and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal, and (b) engage in or participate in discussions or negotiations with with, and furnish access to, and make disclosure of, confidential information relating to the Company and its Subsidiaries to, such Person regarding such Acquisition Proposal, Proposal if and may provide copies of, access to or disclosure of confidential information of Corporation or any of its Subsidiaries, only if, in the case of this clause (b):: (a1) the Company Board (or any special committee thereof) first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutesis, or could could, if completed in accordance with its terms, reasonably be expected to constitute or lead toconstitute, a Superior Proposal; (b2) such Person was not restricted from making such Acquisition Proposal pursuant to an existing standstill or similar restriction contained the Company has complied in any Contract entered into with Corporation; (c) Corporation has been, and continues to be, in compliance all material respects with its obligations under this Article 5 and such proposal did not result from a breach in any material respect of this Article 5; (d3) prior to providing such access or concurrently with providing any disclosure of confidential information relating to the Company and its Subsidiaries to such copiesPerson, access, or disclosure, Corporation the Company enters into a confidentiality and standstill agreement with such Person (if one has not unless such Person is already been entered into or if such previous a party to a confidentiality agreement contains provisions that are more favourable with the Company) having terms in the aggregate not more favorable in any material respect to such Person than those contained in the Non-Disclosure equivalent terms of the Confidentiality Agreement (an “Acceptable Confidentiality Agreement) that contains terms that are no more favourable to such Person than those found in the Non-Disclosure Agreement”); provided, except however, that such agreement may specifically release such Person from Acceptable Confidentiality Agreement shall not prohibit compliance by the Company with any standstill restriction that is then of the provisions set forth in effect, and provided that such confidentiality and standstill agreement may not include any provision calling for an exclusive right to negotiate with Corporation and may not restrict Corporation from complying with this Article 5; and (e4) Corporation any confidential information so furnished to such Person has been previously provided or made available to Purchaser or is provided or made available (including through posting on the Company Data Room) to Purchaser as promptly provides Guarantor with, prior as practicable after being so furnished to providing such Person (and in 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)(devent within twenty-four (24) hours thereafter).