Right to Accept a Superior Proposal. (a) If a Party has complied with Section 2 of this Schedule H with respect thereto, such Party (the “Terminating Party”) may accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal (other than a confidentiality agreement, the execution of which shall not be subject to the conditions of this Section 3) received prior to the date of approval of the Arrangement by its shareholders and terminate this Agreement if, and only if: (i) the Terminating Party has provided to the other Party a copy of the Superior Proposal document; (ii) the Terminating Party has provided the other Party with the information regarding such Superior Proposal required under Section 2(c); (iii) the Board of Directors of the Terminating Party has determined in good faith after consultation with outside legal counsel and its financial advisors that it is necessary in order for the Board of Directors to discharge properly its fiduciary duties to withdraw or modify its approval or recommendation of this Agreement and to approve or recommend such Superior Proposal; and (iv) four business days shall have elapsed from the later of the date the other Party received written notice (a “Superior Proposal Notice”) advising them that the Terminating Party’s Board of Directors has resolved to accept, approve, recommend or enter into an agreement in respect of such Superior Proposal subject only to this Section 3, and the date such Party received a copy of such Superior Proposal document. In the event that a Terminating Party provides the other Party with a Superior Proposal Notice on a date that is less than seven business days prior to its meeting of shareholders the Terminating Party shall, at the request of the other Party, adjourn such meeting to a date that is not less than five business days and not more than 15 days after the original date of the Meeting. If the circular has been sent to shareholders of the Terminating Party prior to the expiry of the four business day period set forth in this Section 3(c) and, during such period, any other Party requests in writing that the special meeting of the Terminating Party shareholders proceed, unless otherwise ordered by a court, the Terminating Party shall continue to take all reasonable steps necessary to hold its special meeting and to cause the Arrangement to be voted on at such meeting.
Right to Accept a Superior Proposal. (a) If the Company has complied with Section 4.2 of this Agreement, the Company Board may accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal and may refrain from affirming the Company Board Recommendation prior to the Shareholder Approval and terminate this Agreement if, and only if (with the exception of a confidentiality agreement which complies with subsection 4.2(d) the execution of which shall not be subject to the conditions of this Section 4.3):
Right to Accept a Superior Proposal. (a) If Correvio has complied with Section 7.1 and Section 7.2 of this Agreement, Correvio may accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal (other than a confidentiality agreement, the execution of which shall not be subject to the conditions of this Section 7.3) received prior to the date of the approval of the Correvio Arrangement Resolution and terminate this Agreement if, and only if:
Right to Accept a Superior Proposal. (a) If Continental has complied with Section 5.5 with respect thereto, Continental may accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal prior to the approval of the Arrangement by the Continental Securityholders and terminate this Agreement if, and only if (with the exception of a confidentiality agreement the execution of which shall not be subject to the conditions of this Section 5.6):
Right to Accept a Superior Proposal. (a) If Target has complied with Section 8.1 with respect thereto, Target may accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal prior to the approval of the Arrangement by the Target Securityholders and terminate this Agreement if, and only if (with the exception of a confidentiality agreement the execution of which shall not be subject to
Right to Accept a Superior Proposal. (a) If a Party has complied with Section 7.2 of this Agreement with respect thereto, such Party (the “Terminating Party”) may accept, approve or enter into any agreement, understanding or arrangement (a “Proposed Agreement”) in respect of a Superior Proposal (other than a confidentiality agreement, the execution of which shall not be subject to the conditions of this Section 7.3) received prior to the date of approval of the Arrangement and the transactions contemplated by this Agreement by such Party’s shareholders and terminate this Agreement if, and only if:
Right to Accept a Superior Proposal. (a) If Terrace has complied with Section 7.1 and Section 7.2 of this Agreement, Terrace may accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal (other than a confidentiality agreement, the execution of which shall not be subject to the conditions of this Section 7.3) received by Terrace prior to the date of the approval of the Terrace Arrangement Resolution and terminate this Agreement if, and only if:
Right to Accept a Superior Proposal. (a) If Desert Lion or Camex, as the case may be, has complied with Section 6.11, Desert Lion or Camex, as the case may be, may accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal (other than a confidentiality agreement, the execution of which shall not be subject to the conditions of this Section 6.12) received prior to the date of approval of the Amalgamation by its shareholders and terminate this Agreement if, and only if: (i) Desert Lion or Camex, as the case may be, has provided the other Party with a copy of the Superior Proposal document; (ii) Desert Lion or Camex, as the case may be, has provided the other Party with the information regarding such Superior Proposal required under Section 6.11(c);
Right to Accept a Superior Proposal. (a) If Nova has complied with Section 6.1 and Section 6.2 with respect thereto, Nova may accept, approve, recommend or enter into any definitive agreement in respect of a Superior Proposal (other than a confidentiality agreement, the execution of which shall not be subject to the conditions of this Section 6.3) received prior to the date of approval of the Transaction by the Nova Shareholders and terminate this Agreement if, and only if: (i) Nova has provided Allana with a copy of the Superior Proposal document; (ii) Nova has provided Allana with the information regarding such Superior Proposal required under Section 6.2; (iii) the board of directors of Nova has determined in good faith after consultation with outside legal counsel and its financial advisors that it is necessary in order for the board of directors to discharge properly its fiduciary duties to withdraw or modify its approval or recommendation of the Transaction and to approve or recommend such Superior Proposal; and (iv) four Business Days shall have elapsed from the later of the date Allana received written notice (a “Superior Proposal Notice”) advising Allana that Nova’s board of directors has resolved to accept, approve, recommend or enter into an agreement in respect of such Superior Proposal subject only to this Section 6.3, and the date Allana received a copy of such Superior Proposal document.
Right to Accept a Superior Proposal. (a) If the Company has complied with Section 5.5 with respect thereto, the Company, and its board of directors, may accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal prior to the approval of the Arrangement by the Securityholders and terminate this Agreement if, and only if (with the exception of a confidentiality agreement the execution of which shall not be subject to the conditions of this Section 5.6), (i) the Company has provided GSK with a copy of the Superior Proposal document, (ii) five Business Days shall have elapsed from the later of (x) the date GSK received written notice (a “Section 5.6 Notice”) advising GSK that the board of directors of the Company has resolved, subject only to compliance with this Section 5.6, to accept, approve, recommend or enter into an agreement, understanding or arrangement in
