Common use of Responding to an Acquisition Proposal Clause in Contracts

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1 or any other provision of this Agreement, or any other agreement between the Parties or between the 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 an Acquisition Proposal, the Company 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), 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:

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1 or any other provision of this Agreement5.1, or any other agreement between the Parties or between the Company Corporation and any other Person, if at any time prior to obtaining the approval of the Company Corporation Shareholders of the Arrangement Resolution, the Company Corporation receives an a bona fide written Acquisition Proposal, the Company Corporation may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and, subject to the Company 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 Company Corporation in the aggregate than those contained in the Confidentiality Agreement and may not restrict the Company 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 Company Corporation or the Board), and (ii) concurrently providing each of the Purchaser Purchasers with access to any information that was provided to such Person and not previously provided to the Purchaser both Purchasers and (iii) promptly providing the Purchaser Purchasers with a true, complete and final executed copy of such confidentiality and standstill agreement (if entered into after the date hereof)agreement, may provide copies of, access to or disclosure of information, properties, facilities, Books books or Records records of the Company Corporation or its SubsidiariesSubsidiaries or the JV, if:

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1 or any other provision of this Agreement, or any other agreement between the Parties or between the Company C ompany and any other Person, if at any time prior to obtaining the approval of the Company Shareholders Shareholder s of the Arrangement Resolution, Resolution the Company receives an Acquisition Proposal, the Company may 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 not restrict the Company from complying with this Article 5 (it being understood 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 , and ·(ii) concurrently providing the Purchaser 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 confidentiality and standstill agreement (if entered into after the date hereof)Acceptable Confidentiality Agreement , may provide p rovide copies of, access to or disclosure of information, properties, facilities, Books books or Records records of the Company C ompany or its SubsidiariesSubsidiaries , if:

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1 or any other provision of this Agreement5.1, or any other agreement between the Parties or between the Company and any other Person, if at any time following the No-Shop Period Start Time and prior to obtaining the approval of the Company Shareholders of the Arrangement Resolution, the Company receives an Acquisition Proposal, the Company and its Representatives may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and, subject to 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”), 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 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 (if entered into after the date hereof)agreement, may provide copies of, access to or disclosure of information, properties, facilities, Books books or Records records of the Company or its Subsidiaries, if: