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 from a Person a bona fide written Acquisition Proposal that was not, directly or indirectly, solicited, initiated, knowingly encouraged or otherwise facilitated in violation of Section 5.1, the Company may, in response to such Acquisition Proposal: (i) furnish information with respect to the Company in response to a request therefor by such Person; and (ii) engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, if and only if: (a) the Company notifies the Purchaser of such Acquisition Proposal in accordance with Section 5.4; (b) prior to the taking of any such action, the Board determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal; and (c) prior to providing any such information, the Company enters into a confidentiality agreement with such Person that will include a customary standstill provision, and that is otherwise on terms and conditions no less onerous or more beneficial to such Person than those set forth in the Confidentiality Agreement, provided that such agreement need not prohibit the making or amendment of any Acquisition Proposal and may not include provisions granting such Person an exclusive right to negotiate with the Company.

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.15.1 or any other provision of this Agreement, or any other agreement between the Parties or between the Company and any other Person, if at any time prior to obtaining the approval of the Company Shareholders of the Arrangement Resolution, the Company receives from a Person a bona fide written an Acquisition Proposal that was not, directly or indirectly, solicited, initiated, knowingly encouraged or otherwise facilitated in violation of Section 5.1Proposal, the Company may, in response to such Acquisition Proposal: (i) furnish information with respect to the Company in response to a request therefor by such Person; and (ii) 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 only 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), and (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) promptly providing the Purchaser with a true, complete and final executed copy of such confidentiality and standstill agreement (if entered into after the date hereof), may provide copies of, access to or disclosure of information, properties, facilities, Books or Records of the Company or its Subsidiaries, if: (a) the Company notifies the Purchaser of such Acquisition Proposal in accordance with Section 5.4; (b) prior to the taking of any such action, the Board 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; and (cb) prior to providing any such information, the Company enters into a confidentiality agreement with such Person that will include a customary standstill provisionhas been, and that is otherwise on terms and conditions no less onerous or more beneficial continues to such Person than those set forth be, 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 compliance with the Companyits obligations under this Article 5.

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1anything in this Agreement to the contrary, if at any time prior to obtaining the approval of the Arrangement ResolutionResolution at the Company Meeting, the Company or any of its Subsidiaries or any of its or their respective Representatives receives from a Person a bona fide written Acquisition Proposal that was not, directly or indirectly, not solicited, initiated, knowingly encouraged or otherwise knowingly facilitated in violation of Section 5.15.1(1)(a), the Company may, in response to such Acquisition Proposal: , (i) furnish information with respect to the Company or its Subsidiaries or relating to such Acquisition Proposal in response to a request therefor by any such Person; Person and (ii) engage in or participate in discussions or negotiations with any such Person regarding such Acquisition Proposal, if and only if: (a) the Company notifies the Purchaser of such Acquisition Proposal in accordance with Section 5.4; (b) prior to the taking of any such action, the Board determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal, and that the failure to take such action could be reasonably likely to be inconsistent with its fiduciary duties under Law; and (cb) prior to providing any such non-public information, the Company enters into a confidentiality agreement with such Person that will include a customary standstill provision, and that is otherwise on terms and conditions no less onerous or more beneficial in the aggregate 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 any provision granting such any Person an exclusive right to negotiate with the Company.

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.15.1 or any other agreement between the Parties or between the Company and any other Person, if at any time prior to obtaining the approval of the Arrangement Resolution, Resolution in accordance with the Interim Order the Company receives from a Person a bona fide written Acquisition Proposal that was not, directly or indirectly, solicited, initiated, knowingly encouraged or otherwise facilitated in violation of Section 5.1Proposal, the Company may, in response to such Acquisition Proposal: (i) furnish information with respect to the Company in response to a request therefor by such Person; and (ii) its Representatives may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of information, properties, facilities, books or records of the Company and the Company Subsidiaries, if and only if: (a) the Company notifies the Purchaser of such Acquisition Proposal in accordance with Section 5.4; (b) prior to the taking of any such action, the Board first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to constitute or lead to a Superior Proposal; (b) the Acquisition Proposal did not result from the breach of the Company’s obligations under this Article 5; and (c) prior to providing any such informationcopies, access, or disclosure, (i) the Company enters shall have entered into a confidentiality agreement with such Person containing provisions that will include are not materially less favourable to the Company than those found in the Confidentiality Agreement in any material respect (for the avoidance of doubt, it being understood and agreed that such confidentiality agreement need not restrict the making of a customary standstill provisionconfidential Acquisition Proposal or consummating a Superior Proposal), and that is otherwise on terms and conditions no less onerous (ii) any such copies, access or more beneficial disclosure provided to such Person than those set forth in shall have already been (or simultaneously be) provided to the Confidentiality Agreement, provided that Purchaser (by posting such agreement need not prohibit information to the making Data Room or amendment of any Acquisition Proposal and may not include provisions granting such Person an exclusive right to negotiate with the Companyotherwise).

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1, if at any time prior to obtaining the approval of the Arrangement ResolutionResolution at the Meeting, the Company receives from a Person a bona fide written Acquisition Proposal that was not, directly or indirectly, solicited, initiated, knowingly encouraged or otherwise facilitated in violation of Section 5.1, the Company may, in response to such Acquisition Proposal: (i) furnish information with respect to the Company in response to a request therefor by such Person; and (ii) engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, if and only if: (a) the Company notifies the Purchaser of such Acquisition Proposal in accordance with Section 5.4; (b) prior to the taking of any such action, the Board of Directors determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal; and (c) prior to providing any such information, the Company enters into a confidentiality agreement with such Person that will include a customary standstill provision, and that is otherwise on terms and conditions no less onerous or more beneficial to such Person than those set forth in the Confidentiality Agreementconfidentiality agreement entered into between the Company and the Purchaser dated December 16, 2021, provided that such agreement need not prohibit the making or amendment of any Acquisition Proposal and may not include provisions granting such Person an exclusive right to negotiate with the Company.

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.15.1(1), if at any time prior to obtaining the approval of the Arrangement Resolution, the Company receives from a Person a bona fide written Acquisition Proposal that was not, directly or indirectly, solicited, initiated, knowingly encouraged or otherwise facilitated in violation of Section 5.15.1(1), the Company may, in response to such Acquisition Proposal: , (i) furnish information with respect to the Company in response to a request therefor by such Person; Person and (ii) engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, if and only if: (a) the Company notifies the Purchaser of such Acquisition Proposal in accordance with Section 5.4; (b) prior to the taking of any such action, the Company Board determines in good faith, after consultation with its financial advisors the Company Financial Advisor and its outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to lead 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 (cb) prior to providing any such information, the Company enters into a confidentiality agreement with such Person that will include a customary standstill provision, provision and that is otherwise on terms and conditions no less onerous or more beneficial to such Person than those set forth in the Confidentiality Agreement, provided that that: (i) 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 CompanyCompany provided that such exclusive right will not adversely interfere with the Purchaser’s rights under this Agreement with respect to such Acquisition Proposal; and (ii) the Company sends a copy of such confidentiality and standstill agreement to the Purchaser promptly following its execution and before any non-public information is provided to any such Person and the Purchaser is 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, if at any time prior to obtaining the approval of the Arrangement Resolution, the Company receives from a Person a bona fide written Acquisition Proposal that was not, directly or indirectly, solicited, initiated, knowingly encouraged or otherwise facilitated in violation of Section 5.1, the Company may, in response to such Acquisition Proposal: (i) furnish information with respect to the Company in response to a request therefor by such Person; and (ii) engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, if and only if: (a) the Company notifies the Purchaser of such Acquisition Proposal in accordance with Section 5.4; (b) prior to the taking of any such action, the Board determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal; and (c) prior to providing any such information, the Company enters into a confidentiality agreement with such Person that will include a customary standstill provision, and that is otherwise on terms and conditions no less onerous or more beneficial to such Person than those set forth in the Confidentiality AgreementAgreement (including for the purpose of the standstill provision in the letter of intent), provided that such agreement need not prohibit the making or amendment of any Acquisition Proposal and may not include provisions granting such Person an exclusive right to negotiate with the Company.

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1, if at any time prior to obtaining the approval of the Arrangement Resolution‎Resolution at the Meeting, the Company receives from a Person a bona fide written Acquisition Proposal ‎Proposal that was not, directly or indirectly, solicited, initiated, knowingly encouraged or ‎or otherwise facilitated in violation of Section 5.1, the Company may, in response to such ‎such Acquisition Proposal: (i) furnish information with respect to the Company in response ‎response to a request therefor by such Person; and (ii) engage in or participate in discussions ‎discussions or negotiations with such Person regarding such Acquisition Proposal, if and ‎and only if:if:‎ (a) the Company notifies the Purchaser of such Acquisition Proposal in accordance with Section 5.4;‎Section 5.4;‎ (b) prior to the taking of any such action, the Board of Directors determines in good faith, after consultation ‎consultation with its financial advisors and its outside legal counsel, that such Acquisition ‎Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior ‎Superior Proposal; and (c) prior to providing any such information, the Company enters into a confidentiality agreement ‎agreement with such Person that will include a customary standstill provision, and ‎and that is otherwise on terms and conditions no less onerous or more beneficial to ‎to such Person than those set forth in the Confidentiality Agreementconfidentiality agreement entered into between the Company and the Purchaser dated December 16, 2021, provided that ‎that such agreement need not prohibit the making or amendment of any Acquisition ‎Acquisition Proposal and may not include provisions granting such Person an exclusive ‎exclusive right to negotiate with the Company.Company.‎