Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Common Shareholders the Board may, subject to compliance with Article 7 and Section 8.2, enter into a definitive agreement with respect to such Superior Proposal, if and only if:
Right to Match. (a) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Company Participating Shareholders, the Company Board may make a Change in Recommendation, if and only if:
Right to Match. 7.3.1 Subject to paragraph 7.3.2, Target covenants that it will not accept, approve, recommend or enter into any agreement, understanding, arrangement or Contract in respect of a Superior Proposal (other than a confidentiality agreement permitted by paragraph 7.2.4) unless:
Right to Match. (1) Subject to Section 7.2(2), Contact covenants that it will not accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal (other than a confidentiality agreement permitted by Section 7.1(4)) unless:
Right to Match. (a) Subject to Section 5.3(b), the Company covenants that it will not accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal (other than a confidentiality agreement permitted by Section 5.2(d)) unless:
Right to Match. (a) The Target covenants that it will not accept, approve, endorse, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal (other than a confidentiality and standstill agreement permitted by Section 9.17(c)) as contemplated in Section 9.17(e) unless:
Right to Match. (a) Each Party covenants and agrees that it will not make a Change in Recommendation or accept, approve, endorse, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal (other than a confidentiality and standstill agreement permitted by Section 7.2(b)) unless:
Right to Match. (1) In the event that the Board determines that it has received a Superior Proposal (and for greater certainty, an Acquisition Proposal which the Board has determined to constitute a Superior Proposal, but, as contemplated in Section 6.3(2)(c)(i), which contains an Information Condition that has not been satisfied or irrevocably waived shall not constitute a Superior Proposal for purposes of this Section 6.4) at any time following the date of this Agreement and prior to the Company Meeting, the Company shall immediately notify the Purchaser in writing, and shall include in such notice (i) a copy of the document evidencing such Superior Proposal; (ii) the identity of the person making the Superior Proposal; (iii) a description of the terms and conditions of the Superior Proposal (including a written notice from the Board disclosing the value in financial terms that the Board has, in consultation with the Financial Advisor, determined is ascribed to any non-cash consideration offered under such Superior Proposal); and (iv) a copy of the letter of commitment, term sheet or other comparable evidence of financing or other evidence establishing the ability to consummate the transaction upon which the Board relied in making the determination referred to in clause (iii) of the definition of “Superior Proposal” (the date that the Purchaser receives the last of such documents being the “Notice Date”). The Purchaser shall have the right, but is not required, during the five (5) Business Day period after the Notice Date (the “Response Period”), to offer in writing to amend the terms of this Agreement and the Plan of Arrangement (the “Amended Offer”). Until the Final Resolution Date (i) the Board shall not approve or recommend, or propose publicly to approve or recommend, such Superior Proposal nor shall the Company or any Subsidiary accept or enter into or propose publicly to accept or enter into any agreement, arrangement or understanding relating to such Superior Proposal (including any agreement to implement such Superior Proposal), and (ii) the Company shall consider, discuss and negotiate in good faith with the Purchaser any Amended Offer. For the purposes of the foregoing sentence, the “
Right to Match. (a) Notwithstanding Section 7.1 or any other provision of this Agreement, if after the date hereof the Company or any of the Company Entities, or any of its or their respective Representatives, receives a written Acquisition Proposal (including, for greater certainty, an amendment, change or modification to an Acquisition Proposal made prior to the date hereof) that did not result from a breach of Section 7.1 by the Company or the Company Entities, the Company and its Representatives may:
Right to Match. (1) If a Party receives an Acquisition Proposal that constitutes a Superior Proposal (the “Receiving Party”) prior to, in the case of Alacer being the Receiving Party, the approval of the Arrangement Resolution by the Alacer Shareholders, and in the case of SSR being the Receiving Party, the approval of the SSR Resolutions by the SSR Shareholders, the Receiving Party may, subject to compliance with Section 8.2 and Section 8.3, enter into a definitive agreement with respect to such Superior Proposal, if and only if:
