Common use of Right to Match Clause in Contracts

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: 7.3.1.1 Target has complied with its obligations under Section 7.2 and the other provisions of this Article 7 and has provided Purchaser with a copy of the Superior Proposal; and 7.3.1.2 a period (the “Response Period”) of three business days shall have elapsed from the date on which Purchaser received written notice from the Board of Directors of Target that the Board of Directors of Target determined, subject only to compliance with this Section 7.3, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal. In the event that Target provides Purchaser with the notice contemplated in this Section on a date that is less than three business days prior to the Target Meeting, Target shall be entitled to adjourn the Target Meeting to a date that is not more than three business days after the date of such notice. 7.3.2 During the Response Period, Purchaser will have the right, but not the obligation, to offer to amend the terms of this Agreement. The Board of Directors of Target will review any such proposal by Purchaser to amend the terms of this Agreement, including an increase in, or modification of, the consideration to be received by the holders of Target Shares, to determine whether the Acquisition Proposal to which Purchaser is responding would be a Superior Proposal when assessed against the Arrangement as it is proposed by Purchaser to be amended. If the Board of Directors of Target determines that the Acquisition Proposal would no longer be a Superior Proposal if the Arrangement was so amended and Purchaser enters into an amendment to this Agreement incorporating the terms of the amended offer, the Board of Directors of Target will promptly publicly reaffirm its recommendation of the Arrangement. If the Board of Directors of Target determines that the Acquisition Proposal remains a Superior Proposal, Target may approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal. 7.3.3 Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the holders of Target Shares shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 and Purchaser shall be afforded a new Response Period in respect of each such Acquisition Proposal.

Right to Match. 7.3.1 Subject (a) The Corporation acknowledges and agrees that, during the five business day period referred to paragraph 7.3.2in Subsection 9.2(c), Target covenants the Offeror shall have the opportunity, but not the obligation, to propose to amend the terms of the Offer and the Corporation shall cooperate with the Offeror with respect thereto, including engaging in good faith negotiations with the Offeror to enable the Offeror to make such adjustments to the terms and conditions of the Offer the Offeror deems appropriate and as would enable the Offeror to proceed with the transactions contemplated hereunder on such adjusted terms. The Board of Directors will review any proposal by the Offeror to amend the terms of the Offer in order to determine in good faith and in accordance with its fiduciary duties, after consultation with and based upon the advice of its financial advisors and outside legal counsel, whether the Offeror’s proposal to amend the Offer would result in the Acquisition Proposal not being a Superior Proposal compared to the proposed amendment to the terms of the Offer. (b) If the Board of Directors determines that it the Acquisition Proposal would cease to be a Superior Proposal, the Corporation will so advise the Offeror and will accept the offer by the Offeror to amend the terms of the Offer and the Parties agree to take such actions and execute such documents as are necessary to give effect to the foregoing. If the Offeror does not make, within such five business day period, proposed amendments that would in the reasonable good faith judgement of the Board of Directors cause the Acquisition Proposal previously constituting a Superior Proposal to cease being a Superior Proposal, then the Corporation may, subject to the terms of this Agreement (including the payment of the Termination Payment), accept, approve, recommend or enter into any agreement, understanding, arrangement or Contract an agreement in respect of such Superior Proposal (and change or withdraw its recommendation). Each successive material modification of any Acquisition Proposal or a Superior Proposal (other than a confidentiality agreement permitted by paragraph 7.2.4) unless: 7.3.1.1 Target has complied with its obligations under Section 7.2 and the other provisions of this Article 7 and has provided Purchaser with a copy of the Superior Proposal; and 7.3.1.2 a period (the “Response Period”) of three business days shall have elapsed from the date on which Purchaser received written notice from the Board of Directors of Target that the Board of Directors of Target determined, subject only to compliance with this Section 7.3, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal. In the event that Target provides Purchaser with the notice contemplated in this Section on a date that is less than three business days prior to the Target Meeting, Target shall be entitled to adjourn the Target Meeting to a date that is not more than three business days after the date of such notice. 7.3.2 During the Response Period, Purchaser will have the right, but not the obligation, to offer to amend the terms of this Agreement. The Board of Directors of Target will review any such proposal by Purchaser to amend the terms of this Agreement, including an increase in, or modification of, the consideration to be received by the holders of Target Shares, to determine whether the Acquisition Proposal to which Purchaser is responding would be a Superior Proposal when assessed against the Arrangement as it is proposed by Purchaser to be amended. If the Board of Directors of Target determines that the Acquisition Proposal would no longer be a Superior Proposal if the Arrangement was so amended and Purchaser enters into an amendment to this Agreement incorporating the terms of the amended offer, the Board of Directors of Target will promptly publicly reaffirm its recommendation of the Arrangement. If the Board of Directors of Target determines that the Acquisition Proposal remains a Superior Proposal, Target may approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal. 7.3.3 Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the holders of Target Shares shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 9.3 and Purchaser shall be afforded require a new Response Period five business day period pursuant to Section 9.2(c) from the later of the date a copy of such amendment is provided to the Offeror and the date that the Board of Directors has determined that the amended Acquisition Proposal is or remains a Superior Proposal. Nothing in respect this Agreement shall prevent the Board of each such Directors from responding through a directors’ circular or otherwise as required by applicable Securities Laws to an Acquisition Proposal that it determines is not a Superior Proposal.

Right to Match. 7.3.1 Subject (1) If, at any time following the date of this Agreement and prior to paragraph 7.3.2obtaining the approval of the Arrangement Resolution at the Company Meeting, Target covenants the Company receives an Acquisition Proposal that it will not constitutes a Superior Proposal, the Board may 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: 7.3.1.1 Target has complied with its obligations under Section 7.2 and the other provisions of this Article 7 and has provided Purchaser with a copy of the Superior Proposal; and 7.3.1.2 a period (the “Response Period”) of three business days shall have elapsed from the date on which Purchaser received written notice from the Board of Directors of Target that the Board of Directors of Target determined, subject only to compliance with this Section 7.3, to accept, approveendorse, recommend or enter into a binding definitive agreement with respect to proceed such Acquisition Proposal and/or make a Change in Recommendation, if and only if: (a) the Company has been, and continues to be, in compliance with its obligations under this Article 5; (b) the Company has delivered to the Purchaser a written notice of the determination of the Board that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Board to accept, endorse, recommend or enter into a definitive agreement with respect to such Acquisition Proposal and/or make a Change in Recommendation, together with a written notice from the Board regarding the value and financial terms that the Board, in consultation with its advisors, has determined should be ascribed to any non-cash consideration offered under such Acquisition Proposal (and, if applicable, a copy of the definitive agreement for the Superior Proposal. In ) (“Superior Proposal Notice”); (c) at least five (5) Business Days (the event that Target provides Purchaser with “Matching Period”) have elapsed from the notice contemplated in this Section on a date that is less than three business days prior the later of the date on which the Purchaser received from the Company the Superior Proposal Notice and, if applicable, a copy of the proposed definitive agreement for the Superior Proposal; (d) during any Matching Period, the Purchaser has had the opportunity (but not the obligation), in accordance with Section 5.3(3), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal; (e) if the Purchaser has offered to amend this Agreement and the Arrangement under Section 5.3(3), the Board has determined in good faith, after consultation with the Company’s outside legal counsel and financial advisers, that such Acquisition Proposal continues to constitute a Superior Proposal compared to the Target terms of the Arrangement as proposed to be amended by the Purchaser under Section 5.3(3); (f) if the Company receives an Acquisition Proposal within seven (7) Business Days of the date scheduled for the Company Meeting, Target the Company shall be entitled permitted to postpone or adjourn the Target Company Meeting to a date that is day not more than three business twenty (20) days after the date scheduled for the Company Meeting in order to consider and act on such Acquisition Proposal and, if the Board determines such Acquisition Proposal to be a Superior Proposal, to observe and satisfy the Matching Period. Where the Company has provided the Purchaser notice pursuant to Section 5.3(1)(b) and the Company Meeting is scheduled to be held prior to the expiry of the Matching Period, if directed to do so by the Purchaser, the Company shall postpone or adjourn the Company Meeting as directed by the Purchaser to a date designated by the Purchaser (which shall not be later than twenty (20) days after the scheduled date of the Company Meeting or any previous postponement or adjournment thereof). The Company shall, in the event that the Company and the Purchaser amend the terms of this Agreement or the Arrangement pursuant to Section 5.3(3), ensure that the details of such noticeamended Agreement or Arrangement are communicated to the Class A Shareholders prior to the holding or resumption of the postponed or adjourned Company Meeting; (g) nothing in this Agreement shall prevent the Board from responding through a directors’ circular or otherwise as required by Laws to an Acquisition Proposal that it determines is not a Superior Proposal; the Purchaser and its counsel shall be given a reasonable opportunity to review and comment on the content of any directors’ circular prior to its printing and the Company shall give reasonable consideration to all comments made by the Purchaser and its counsel; and (h) prior to entering into such definitive agreement and/or making a Change in Recommendation, the Company terminates this Agreement pursuant to Section 7.2(1)(c)(ii) (Termination for Superior Proposal or Change in Recommendation as a result of Superior Proposal). 7.3.2 (2) For purposes of this Agreement the Matching Period shall expire at 5:00 p.m. (Eastern time) on the fifth (5th) Business Day following the day on which the Superior Proposal Notice and definitive agreement (if applicable) was provided to the Purchaser. (3) During the Response Matching Period, or such longer period as the Company may, in its sole and absolute discretion, approve in writing for such purpose: (a) Purchaser will shall have the right, opportunity (but not the obligation, ) to offer to amend the Arrangement and this Agreement in order for such Acquisition Proposal to cease to be a Superior Proposal; (b) the Board shall review any offer made by the Purchaser under Section 5.3(1)(d) to amend the terms of this Agreement. The Board of Directors of Target will review any Agreement and the Arrangement in good faith in order to determine whether such proposal by would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (c) the Company shall negotiate in good faith with the Purchaser to amend make such amendments to the terms of this Agreement, including an increase in, or modification of, the consideration to be received by the holders of Target Shares, to determine whether the Acquisition Proposal to which Purchaser is responding would be a Superior Proposal when assessed against Agreement and the Arrangement as it is proposed by would enable the Purchaser to be amendedproceed with the transactions contemplated by this Agreement on such amended terms. If the Board of Directors of Target determines that the such Acquisition Proposal would no longer cease to be a Superior Proposal if the Arrangement was so amended and Purchaser enters into an amendment to this Agreement incorporating the terms of the amended offer, the Board of Directors of Target will promptly publicly reaffirm its recommendation of the Arrangement. If the Board of Directors of Target determines that the Acquisition Proposal remains a Superior Proposal, Target may approvethe Company shall promptly so advise the Purchaser and the Company and the Purchaser shall amend this Agreement to reflect such offer made by the Purchaser, recommend, accept or enter into an agreement, understanding or arrangement and shall take and cause to proceed with be taken all such actions as are necessary to give effect to the Superior Proposalforegoing. 7.3.3 (4) Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the holders of Target Shares shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 5.3, and the Purchaser shall be afforded a new Response five (5) Business Day Matching Period from the later of the date on which the Purchaser received the Superior Proposal Notice and a copy of the proposed definitive agreement for the new Superior Proposal from the Company. (5) The Board shall promptly reaffirm the Board Recommendation by press release after any Acquisition Proposal which is not determined to be a Superior Proposal is publicly announced or the Board determines that a proposed amendment to the terms of this Agreement as contemplated under Section 5.3(3) would result in respect an Acquisition Proposal no longer being a Superior Proposal. The Company shall provide the Purchaser and its outside legal with a reasonable opportunity to review the form and content of each any such Acquisition Proposalpress release and shall make all reasonable amendments to such press release as requested by the Purchaser and its counsel.

Right to Match. 7.3.1 (1) Subject to paragraph 7.3.2Section 7.2(2), Target Contact covenants that it will not accept, approve, recommend or enter into any agreement, understanding, understanding or arrangement or Contract in respect of a Superior Proposal (other than a confidentiality agreement permitted by paragraph 7.2.4Section 7.1(4)) unless: 7.3.1.1 Target (a) Contact has complied with its obligations under Section 7.2 7.1 and the other provisions of this Article 7 VII and has provided Purchaser Stornoway with a copy of the Superior ProposalProposal (provided Stornoway agrees to the request as to the confidentiality to be afforded in respect of that Superior Proposal that the person proposing such Superior Proposal may reasonably request); and 7.3.1.2 (b) a period (the “"Response Period”") of three five (5) business days shall have elapsed from the date on which Purchaser Stornoway received written notice from the Board of Directors of Target Contact that the Board of Directors of Target Contact determined, subject only to compliance with this Section 7.37.2, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal. In the event that Target provides Purchaser with the notice contemplated in this Section on a date that is less than three business days prior to the Target Meeting, Target shall be entitled to adjourn the Target Meeting to a date that is not more than three business days after the date of such notice. 7.3.2 (2) During the Response Period, Purchaser Stornoway will have the right, but not the obligation, to offer to amend the terms of this Agreementthe Offer. The Board of Directors of Target Contact will review any such proposal by Purchaser Stornoway to amend the terms of this Agreementthe Offer, including an increase in, or modification of, the consideration to be received by the holders of Target Contact Shares, to determine whether the Acquisition Proposal to which Purchaser Stornoway is responding would be a Superior Proposal when assessed against the Arrangement Offer as it is proposed by Purchaser Stornoway to be amended. If the Board of Directors of Target determines that the Acquisition Proposal would no longer be a Superior Proposal if the Arrangement was Contact does not so amended and Purchaser enters into an amendment to this Agreement incorporating the terms of the amended offerdetermine, the Board of Directors of Target Contact will promptly publicly reaffirm its recommendation of the ArrangementOffer as amended in the same manner as described in Section 2.4. If the Board of Directors of Target determines that Contact does so determine, Contact may on termination of this Agreement in accordance with Section 8.2(1)(f) and payment of the Acquisition Proposal remains a Superior Proposalfee to Stornoway pursuant to Section 7.3, Target may approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal. 7.3.3 (3) Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the holders of Target Contact Shares shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 7.2 and Purchaser Stornoway shall be afforded a new Response Period in respect of each such Acquisition Proposal.

Right to Match. 7.3.1 (a) Subject to paragraph 7.3.2Section 4.6(b), Target E&C covenants that it will not accept, approve, recommend or enter into any agreement, understanding, understanding or arrangement or Contract in respect of a Superior Proposal (other than a confidentiality agreement permitted by paragraph 7.2.4Section 4.5(d)) unless: 7.3.1.1 Target (i) E&C has complied with its obligations under Section 7.2 4.5 and the other provisions of this Article 7 4 and has provided Purchaser Parent with a copy of all material documentation relating to the Superior Proposal; and 7.3.1.2 (ii) a period (the “Response Period”) of three business days five Business Days shall have elapsed from the date on which Purchaser Parent received both a copy of the Superior Proposal together with written notice from the Board of Directors of Target E&C that the Board of Directors of Target determined, subject only to compliance with this Section 7.34.6, to accept, approve, approve recommend or enter into a binding agreement to proceed with the Superior Proposal. In the event that Target provides Purchaser with the notice contemplated in this Section on a date that is less than three business days prior to the Target Meeting, Target shall be entitled to adjourn the Target Meeting to a date that is not more than three business days after the date of such notice. 7.3.2 (b) During the Response Period, Purchaser Parent will have the right, but not the obligation, to offer to amend the terms of this Agreementthe Arrangement. The Board of Directors of Target will review any such proposal by Purchaser Parent to amend the terms of this Agreementthe Arrangement, including an increase in, or modification of, the consideration to be received by the holders of Target Shares, Securityholders to determine whether the Acquisition Proposal to which Purchaser Parent is responding would be a Superior Proposal when assessed against the Arrangement as it is proposed by Purchaser Parent to be amended. If the Board of Directors of Target determines that the Acquisition Proposal would no longer be a Superior Proposal if the Arrangement was does not so amended and Purchaser enters into an amendment to this Agreement incorporating the terms of the amended offerdetermine, the Board of Directors of Target will promptly publicly reaffirm its recommendation of the ArrangementArrangement as amended. If the Board of Directors of Target determines that the Acquisition Proposal remains a Superior Proposaldoes so determine, Target E&C may approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal. Notwithstanding the foregoing, E&C’s obligations pursuant to this Agreement, including with respect to the calling and holding of the Meeting and, if the requisite approvals of E&C Securityholders are obtained pursuant to Section 2.3 hereof, the application for the Final Order, shall continue. 7.3.3 (c) Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the holders of Target Shares Securityholders shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 4.6 and Purchaser Parent shall be afforded a new Response Period in respect of each such Acquisition Proposal.

Right to Match. 7.3.1 Subject to paragraph 7.3.2(a) During the Matching Period, Target covenants that it will not accept, approve, recommend or enter into any agreement, understanding, arrangement or Contract in respect (i) the board of a Superior Proposal directors (other than a confidentiality agreement permitted by paragraph 7.2.4the Reunion Gold Non-Participating Director or the GMIN Non-Participating Director, as applicable) unless: 7.3.1.1 Target has complied of the Solicited Party shall review with its obligations under financial and legal advisors any offer made by the Other Party pursuant to Section 7.2 and the other provisions of this Article 7 and has provided Purchaser with a copy of the Superior Proposal; and 7.3.1.2 a period (the “Response Period”7.3(a)(v) of three business days shall have elapsed from the date on which Purchaser received written notice from the Board of Directors of Target that the Board of Directors of Target determined, subject only to compliance with this Section 7.3, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal. In the event that Target provides Purchaser with the notice contemplated in this Section on a date that is less than three business days prior to the Target Meeting, Target shall be entitled to adjourn the Target Meeting to a date that is not more than three business days after the date of such notice. 7.3.2 During the Response Period, Purchaser will have the right, but not the obligation, to offer to amend the terms of this Agreement. The Board Agreement and the Plan of Directors of Target will review any such proposal by Purchaser to amend the terms of this Agreement, including an increase in, or modification of, the consideration to be received by the holders of Target Shares, Arrangement in order to determine (acting in good faith and in accordance with its fiduciary duties) whether the Acquisition Proposal to which Purchaser the Solicited Party is responding would continue to be a Superior Proposal when assessed against the amended Agreement and Plan of Arrangement as it is proposed by Purchaser the Other Party and (ii) the Solicited Party shall negotiate in good faith with the Other Party to be amendedmake such amendments to the terms of this Agreement as would enable the Other Party to proceed with the transactions contemplated herein on such amended terms. If the Board board of Directors directors of Target the Solicited Party (other than the Reunion Gold Non- Participating Director or the GMIN Non-Participating Director, as applicable) determines that the Acquisition Proposal would no longer thereby cease to be a Superior Proposal if the Arrangement was so amended and Purchaser enters into an amendment to this Agreement incorporating the terms of the amended offer, the Board of Directors of Target will promptly publicly reaffirm its recommendation of the Arrangement. If the Board of Directors of Target determines that the Acquisition Proposal remains a Superior Proposal, Target may approveit will promptly advise the Other Party and the Principal Parties shall amend this Agreement to reflect such offer by the Other Party, recommend, accept or enter into an agreement, understanding or arrangement and shall take and cause to proceed with be taken all such actions as are necessary to give effect to the Superior Proposalforegoing. 7.3.3 (b) Each successive amendment to modification of any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the holders of Target Shares Solicited Party or its shareholders or amends or modifies other material terms or conditions thereof shall constitute a new Acquisition Proposal for the purposes of this the requirement of Section 7.3 7.3(a) and Purchaser the Other Party shall be afforded a new Response Matching Period (except that references to the five Business Days period in respect the definition of each Matching Period shall be deemed to be references to a three Business Days period). (c) The board of directors of the Solicited Party shall promptly reaffirm the GMIN Board Recommendation or the Reunion Gold Board Recommendation, as applicable, by news release after any Acquisition Proposal which is not determined to be a Superior Proposal is publicly announced or the Solicited Party’s board of directors determines that a proposed amendment to the terms of this Agreement as contemplated under Section 7.4 would result in an Acquisition Proposal no longer constituting a Superior Proposal. The Solicited Party shall provide the Other Party and its outside legal counsel with a reasonable opportunity to review the form and content of any such new release and shall make all reasonable amendments to such new release as requested by the Other Party and its legal counsel. (d) If the Solicited Party provides a Superior Proposal Notice to the Other Party after a date that is five or less Business Days before the Reunion Gold Meeting or the GMIN Meeting, as applicable, the Other Party shall be entitled, at its sole discretion, to require the Solicited Party to the postpone or adjourn the Reunion Gold Meeting or the GMIN Meeting, as applicable (the “Solicited Party Meeting”), to a date acceptable to the Other Party, acting reasonably, that is not more than five Business Days after the scheduled date of the Solicited Party Meeting, as applicable, but in any event the Solicited Party Meeting shall not be postponed or adjourned to a date which would prevent the Effective Date from occurring on a date that is less than five Business Days prior to the Outside Date. (e) Nothing contained in this Section 7.4 shall limit in any way the obligation of Reunion Gold to convene and hold the Reunion Gold Meeting in accordance with Section 2.3 while this Agreement remains in force. Nothing contained in this Section 7.4 shall limit in any way the obligation of GMIN to convene and hold the GMIN Meeting in accordance with Section 2.5 while this Agreement remains in force. (f) Nothing in this Agreement shall prevent either Principal Party or its respective board of directors from responding through a directors’ circular or otherwise as required by applicable Laws to an Acquisition ProposalProposal that it determines is not a Superior Proposal (provided that the other Principal Party and its outside legal counsel have been provided with a reasonable opportunity to review and comment on any such response and the board of directors of such Principal Party shall give reasonable consideration to such comments). Further, nothing in this Agreement shall prevent the GMIN Board or the Reunion Gold Board from making any disclosure to their respective shareholders if the board of directors of such Principal Party, acting in good faith and following consultation with its outside legal counsel, shall have first determined that the failure to make such disclosure would be inconsistent with its fiduciary duties or such disclosure is required by applicable Law. The other Principal Party and its advisors shall be given a reasonable opportunity to review and comment on the content of any such disclosure and the board of directors of such Principal Party shall give reasonable consideration to such comments.

Right to Match. 7.3.1 (a) Subject to paragraph 7.3.2Section 7.3(b), Target Peak 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 7.2.4Section 7.2(d)) unless: 7.3.1.1 Target (i) Peak has complied with its obligations under Section 7.2 and the other provisions of this Article 7 and has provided Purchaser with a copy of the Superior ProposalVII; and 7.3.1.2 (ii) a period (the “Response Period”) of three business days shall Business Days will have elapsed from the date on which Purchaser Parent received written notice from the Board of Directors of Target that the Board of Directors of Target determined, subject only to compliance with this Section 7.3, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal. In the event that Target Peak provides Purchaser Parent with the notice contemplated in this Section on a date that is less than three business days Business Days prior to the Target Peak Meeting, Target shall Peak will be entitled to adjourn the Target Peak Meeting to a date that is not more than three business days Business Days after the date of such notice. 7.3.2 (b) During the Response Period, Purchaser Parent will have the right, but not the obligation, to offer to amend the terms of this Agreement. The Board of Directors of Target will review any such proposal by Purchaser Parent to amend the terms of this Agreement, including an increase in, or modification of, the consideration to be received by the holders of Target SharesPeak Shareholders, to determine whether the Acquisition Proposal to which Purchaser Parent is responding would be a Superior Proposal when assessed against the Arrangement as it is proposed by Purchaser Parent to be amended. If the Board of Directors of Target determines that the Acquisition Proposal would no longer be a Superior Proposal if the Arrangement was so amended and Parent and Purchaser enters enter into an amendment to this Agreement incorporating the terms of the amended offer, the Board of Directors of Target will promptly publicly reaffirm its recommendation of the Arrangement. If the Board of Directors of Target determines in good faith after consultation with its financial advisors, that the Acquisition Proposal remains continues to be a Superior ProposalProposal and, Target after consultation with and based upon the advice of its outside legal counsel, determines in good faith that the failure to accept such Superior Proposal would be inconsistent with its fiduciary duties under all applicable Laws, Peak may approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal. 7.3.3 (c) Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the holders of Target Shares shall Peak Shareholders will constitute a new Acquisition Proposal for the purposes of this Section 7.3 and Purchaser shall Parent will be afforded a new Response Period in respect of each such Acquisition Proposal. (d) Peak shall use its commercially reasonable efforts to ensure that the directors and officers of Peak and each of its Subsidiaries and any investment bankers, counsel or other advisors, representatives or agents retained by Peak are aware of, and abide by, the provisions of Sections 7.2 and 7.3.

Right to Match. 7.3.1 Subject (a) If the Target receives an Acquisition Proposal that constitutes a Superior Proposal prior to paragraph 7.3.2obtaining the Required Shareholder Approval, the Board may, or may cause the Target covenants that it will not acceptto, approvesubject to compliance with Section 8.2(c), recommend or enter into any agreement, understanding, arrangement a definitive agreement with respect to such Superior Proposal or Contract make a Change in Recommendation in respect of a such Superior Proposal (other than a confidentiality agreement permitted by paragraph 7.2.4) unlessProposal, if and only if: 7.3.1.1 (i) the Target has complied been, and continues to be, in compliance with its obligations under Section 7.2 Sections 5.1, 5.2 and 5.3 in all material respects; (ii) the other provisions Target or its Representatives have delivered to the Purchaser a written notice of this Article 7 the determination of the Board that such Acquisition Proposal constitutes a Superior Proposal and has of the intention of the Board to enter into a definitive agreement or to make a Change in Recommendation with respect to such Superior Proposal (the “Superior Proposal Notice”); (iii) the Target or its Representatives have provided to the Purchaser with a copy of the proposed definitive agreement for the Superior Proposal; and; 7.3.1.2 a period (iv) at least five (5) Business Days (the “Response Matching Period”) of three business days shall have elapsed from the date that is the later of the date on which the Purchaser received written notice from the Board Superior Proposal Notice and the date on which the Purchaser received a copy of Directors of Target that the Board of Directors of Target determined, subject only to compliance with this Section 7.3, to accept, approve, recommend or enter into a binding proposed definitive agreement to proceed with for the Superior Proposal. In the event that Target provides Purchaser with the notice contemplated in this Section on a date that is less than three business days prior to the Target Meeting, Target shall be entitled to adjourn the Target Meeting to a date that is not more than three business days after the date of such notice.; 7.3.2 During the Response (v) during any Matching Period, the Purchaser will have has had the right, opportunity (but not the obligation), in accordance with Section 5.4(b), to offer to amend this Agreement in order for such Acquisition Proposal to cease to be a Superior Proposal; (vi) after the Matching Period, the Board has determined in good faith (i) after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal (and, if applicable, compared to the terms of the Transaction as proposed to be amended by the Purchaser under Section 5.4(b)) and (ii) after consultation with its outside legal counsel, that the failure to take the relevant action would be inconsistent with its fiduciary duties; and (vii) prior to or concurrently with entering into such definitive agreement or making a Change in Recommendation, the Target terminates this Agreement pursuant to Section 7.2(a)(iii)(B) and pays the Termination Amount pursuant to Section 8.2(c). (b) During the Matching Period, or such longer period as the Target may approve in writing for such purpose: (i) the Board shall review any offer made by the Purchaser under Section 5.4(a)(v) to amend the terms of this Agreement. The Board of Directors of Target will review any Agreement in order to determine whether such proposal by would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (ii) the Target shall, and shall cause its Representatives to, negotiate in good faith with the Purchaser to amend make such amendments to the terms of this Agreement, including an increase in, or modification of, Agreement as would enable the consideration to be received by the holders of Target Shares, to determine whether the Acquisition Proposal to which Purchaser is responding would be a Superior Proposal when assessed against the Arrangement as it is proposed by Purchaser to be amendedproceed with the Transaction on such amended terms. If the Board of Directors of Target determines that the such Acquisition Proposal would no longer cease to be a Superior Proposal if the Arrangement was so amended and Purchaser enters into an amendment to this Agreement incorporating the terms of the amended offer, the Board of Directors of Target will promptly publicly reaffirm its recommendation of the Arrangement. If the Board of Directors of Target determines that the Acquisition Proposal remains a Superior Proposal, the Target may approve, recommend, accept or enter into an agreement, understanding or arrangement shall promptly so advise the Purchaser and the Target and the Purchaser shall amend this Agreement to proceed with reflect such offer made by the Superior ProposalPurchaser and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing. 7.3.3 (c) Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the holders of Target Shares Shareholders or amends or modifies other material terms or conditions thereof shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 5.4, and the Purchaser shall be afforded a new Response five (5) day Matching Period from the date that is the later of the date on which the Purchaser receives the new Superior Proposal Notice and the date on which the Purchaser received a copy of the documentation referred to in Section 5.4(a)(iii) above with respect of each to such Acquisition new Superior Proposal. (d) The Board shall promptly reaffirm the Board Recommendation by press release after any Acquisition Proposal which the Board has determined not to be a Superior Proposal is publicly announced or publicly disclosed or the Board determines that a proposed amendment to the terms of this Agreement as contemplated under Section 5.4(b) would result in an Acquisition Proposal no longer being a Superior Proposal. The Target shall provide the Purchaser and its outside legal counsel with a reasonable opportunity to review the form and content of any such press release and shall make all reasonable amendments to such press release as requested by the Purchaser and its counsel. (e) If the Target provides a Superior Proposal Notice to the Purchaser on a date that is less than five (5) Business Days before the Target Meeting, the Target shall either proceed with or shall postpone the Target Meeting, as directed by the Purchaser acting reasonably, to a date that is not more than five (5) Business Days after the scheduled date of the Target Meeting but in any event the Target Meeting shall not be postponed to a date which would prevent the Effective Date from occurring on or prior to the Outside Date. (f) Nothing contained in this Agreement shall prohibit the Board from making any disclosure to any securityholders of the Target prior to the Effective Time if, in the good faith judgment of the Board, after consultation with outside legal counsel, failure to make such disclosure would reasonably be expected to be inconsistent with the Board’s exercise of its fiduciary duties or such disclosure is otherwise required by applicable Law; provided that (i) the Target shall provide the Purchaser and its outside legal counsel with a reasonable opportunity to review and comment on the form and content of any disclosure to be made pursuant to this Section 5.4(f), and shall give reasonable consideration to comments made by the Purchaser and its outside legal counsel, and (ii) notwithstanding the foregoing, the Board shall not be permitted to make a Change in Recommendation other than as permitted by this Article 5. (g) Nothing contained in this Agreement shall prevent the Board, at any time prior to obtaining the Required Shareholder Approval, from making, in good faith and after consultation with its outside legal counsel, a Change in Recommendation resulting solely from the occurrence of a Purchaser Material Adverse Effect (a “Specified Change in Recommendation”). For greater certainty, a Specified Change in Recommendation shall not give rise to a termination right pursuant to Section 7.2(a)(iv)(B) nor shall it constitute a Termination Amount Event.

Right to Match. 7.3.1 Subject to paragraph 7.3.2, (a) Target covenants that it will shall not accept, approve, endorse, recommend or enter into any agreement, understanding, understanding or arrangement or Contract in respect of a Superior Proposal (other than a confidentiality and standstill agreement permitted by paragraph 7.2.4Section 7.2(c)) unless: 7.3.1.1 (i) Target has has: (A) complied with its obligations under Section 7.2 and the other provisions of this Article 7 and has 7.2; (B) provided Purchaser Acquiror with a copy of the Superior ProposalProposal and all related documentation described in Section 7.2(d); and 7.3.1.2 (C) delivered written notice (the “Superior Proposal Notice”) to Acquiror that the Target Board (A) has determined that the Acquisition Proposal is a Superior Proposal, and (B) has determined, subject to compliance with this Section 7.3, to approve or recommend such Superior Proposal and/or that Target enter into a binding agreement with respect to such Superior Proposal, together with a copy of such agreement that is capable of acceptance by Target; (ii) a period (the “Response Period”) of three five business days shall have has elapsed from the date that is the later of (i) the date on which Purchaser received written notice from Acquiror receives the Board Superior Proposal Notice and (ii) the date Acquiror receives a copy of Directors the Superior Proposal and all related documentation described in Section 7.2(d); and (iii) Target has complied with the remaining provisions of Target that the Board of Directors of Target determined, subject only to compliance with this Section 7.3, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal. In the event that Target provides Purchaser with the notice contemplated in this Section on a date that is less than three business days prior to the Target Meeting, Target shall be entitled to adjourn the Target Meeting to a date that is not more than three business days after the date of such notice. 7.3.2 (b) During the Response Period, Purchaser Acquiror will have the right, but not the obligation, to offer in writing to amend this Agreement and the terms Plan of this Agreement. The Board of Directors of Target will review any such proposal by Purchaser to amend the terms of this AgreementArrangement, including an increase in, or modification of, the consideration aggregate consideration. Target shall cooperate with Acquiror with respect to be received any amendment offer, including negotiating in good faith with Acquiror to enable Acquiror to make such amendments to this Agreement and the Plan of Arrangement as Acquiror deems appropriate as would enable Acquiror to proceed with the transactions contemplated by this Agreement and the holders Plan of Arrangement on such amended basis. The Target SharesBoard shall review any such offer by Acquiror to amend this Agreement and the Plan of Arrangement to determine, to determine in good faith in the exercise of its fiduciary duties, whether the Acquisition Proposal to which Purchaser Acquiror is responding would continue to be a Superior Proposal when assessed against this Agreement and the Plan of Arrangement as it is proposed by Purchaser Acquiror to be amended. If the Target Board of Directors of Target determines that the Acquisition Proposal would to which Acquiror is responding: (i) no longer constitutes a Superior Proposal when assessed against this Agreement and the Plan of Arrangement as they are proposed to be amended, the Target Board shall cause Target to enter into an amendment to this Agreement with Acquiror incorporating the amendments to the Agreement and Plan of Arrangement as set out in Acquiror’s offer to amend, and shall promptly reaffirm its recommendation of the Arrangement by the issuance of a news release to that effect; or (ii) continues to be a Superior Proposal, Target may approve and recommend that holders of Target Shares accept such Superior Proposal if provided that Target terminates this Agreement and concurrently with such termination Target pays the Termination Payment pursuant to Section 8.2(a)(iii)(A). (c) The Target Board shall reaffirm its recommendation of the Arrangement was so amended by news release promptly after: (i) any Acquisition Proposal, which is determined not to be a Superior Proposal, is publicly announced or made, promptly after such determination is made; (ii) the Target Board determines that a proposed amendment to the terms of this Agreement and Purchaser enters the Plan of Arrangement would result in an Acquisition Proposal not being a Superior Proposal and the Parties have entered into an amendment to this Agreement incorporating such amendments; or (iii) the terms written request of Acquiror given on or within five business days ending the amended offerbusiness day before the Target Meeting, and Acquiror and its legal advisors shall be given a reasonable opportunity to review and comment on the Board form and content of Directors any such news release and Target shall incorporate all reasonable comments made by Acquiror and its legal advisors. (d) If the Target Meeting falls during a Response Period, Target shall continue to take all reasonable steps necessary to hold the Target Meeting as originally scheduled, but may, upon giving notice to Acquiror, postpone the meeting to a date that is no more than two Business Days after the expiry of such Response Period. (e) Where, at any time before the Target Meeting, Target has provided Acquiror with a Superior Proposal Notice, an Acquisition Proposal has been publicly disclosed or announced and the Response Period has not elapsed, then, subject to applicable laws, at Acquiror’s request, Target will promptly publicly reaffirm its recommendation of postpone or adjourn the Arrangement. If the Board of Directors of Target determines that the Acquisition Proposal remains Meeting to a Superior Proposaldate acceptable to Acquiror, Target may approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposalacting reasonably. 7.3.3 (f) Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the holders of the Target Shares shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 and Purchaser Acquiror shall be afforded a new Response Period and the rights afforded in paragraph 7.3(a)(ii) in respect of each such Acquisition Proposal.

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: 7.3.1.1 Target has complied with its obligations under Section 7.2 and the other provisions of this Article 7 and has provided Purchaser with a copy of the Superior Proposal; and 7.3.1.2 a period (the “"Response Period”") of three business days shall have elapsed from the date on which Purchaser received written notice from the Board of Directors of Target that the Board of Directors of Target determined, subject only to compliance with this Section 7.3, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal. In the event that Target provides Purchaser with the notice contemplated in this Section on a date that is less than three business days prior to the Target Meeting, Target shall be entitled to adjourn the Target Meeting to a date that is not more than three business days after the date of such notice. 7.3.2 During the Response Period, Purchaser will have the right, but not the obligation, to offer to amend the terms of this Agreement. The Board of Directors of Target will review any such proposal by Purchaser to amend the terms of this Agreement, including an increase in, or modification of, the consideration to be received by the holders of Target Shares, to determine whether the Acquisition Proposal to which Purchaser is responding would be a Superior Proposal when assessed against the Arrangement as it is proposed by Purchaser to be amended. If the Board of Directors of Target determines that the Acquisition Proposal would no longer be a Superior Proposal if the Arrangement was so amended and Purchaser enters into an amendment to this Agreement incorporating the terms of the amended offer, the Board of Directors of Target will promptly publicly reaffirm its recommendation of the Arrangement. If the Board of Directors of Target determines that the Acquisition Proposal remains a Superior Proposal, Target may approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal. 7.3.3 Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the holders of Target Shares shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 and Purchaser shall be afforded a new Response Period in respect of each such Acquisition Proposal.

Right to Match. 7.3.1 Subject to paragraph 7.3.2, (a) If Target covenants receives an Acquisition Proposal that it will not accept, approve, recommend or enter into any agreement, understanding, arrangement or Contract in respect of constitutes a Superior Proposal (other than prior to the approval of the Target Resolution by the Target Shareholders, the Target Board may, subject to compliance with Section 7.4, enter into a confidentiality definitive agreement permitted by paragraph 7.2.4) unlesswith respect to such Acquisition Proposal, if and only if: 7.3.1.1 (i) Target has complied been, and continues to be, in compliance with its obligations under Section 7.2 and the other provisions of this Article 7 5; (ii) Target has delivered to Acquirer a written notice of the determination of the Target Board that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Target Board to enter into such definitive agreement, together with a written notice from the Target Board indicating that the Target Board has determined (in consultation with its financial advisors) that the value of the consideration offered to Target Shareholders under the terms of such Acquisition Proposal is more favourable, from a financial point of view, to the Target Shareholders than the financial value of the consideration offered by Acquirer to Target Shareholders under the Merger (the “Superior Proposal Notice”); (iii) Target has provided Purchaser with Acquirer a copy of the definitive agreement for the Superior Proposal and other documents supplied to Target in connection therewith and all documentation relating to Target’s valuation of any non-cash consideration included by the Person making the Acquisition Proposal; and; 7.3.1.2 a period (iv) at least ten (10) Business Days (the “Response Matching Period”) of three business days shall have elapsed from the date on which Purchaser Acquirer received written notice from the Board of Directors of Target that the Board of Directors of Target determined, subject only to compliance with this Section 7.3, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal. In Proposal Notice and a copy of the event that Target provides Purchaser with proposed definitive agreement for the notice contemplated in this Superior Proposal and all other materials under Section on a date that is less than three business days prior to the Target Meeting, Target shall be entitled to adjourn the Target Meeting to a date that is not more than three business days after the date of such notice.5.4(a); 7.3.2 During the Response (v) during any Matching Period, Purchaser will have Acquirer has had the right, opportunity (but not the obligation), in accordance with Section 5.4(b), to offer to amend this Agreement and the Merger in order for such Acquisition Proposal to cease to be a Superior Proposal; (vi) if Acquirer has offered to amend this Agreement and the Merger under Section 5.4(b), the Target Board has determined in good faith, after consultation with Target’s outside legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal compared to the terms of the Merger as proposed to be amended by Acquirer under Section 5.4(b); (vii) the Target Board has determined in good faith, after consultation with Target’s outside legal counsel that the failure to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties; and (viii) prior to entering into such definitive agreement Target terminates this Agreement pursuant to Section 7.3(a)(iv)(A) and pays the amount required under Section 7.4. (b) During the Matching Period, or such longer period as Target may approve in writing for such purpose: (i) the Target Board shall review any offer made by Acquirer under Section 5.4(a)(v) to amend the terms of this Agreement. The Board of Directors of Target will review any Agreement and the Merger in good faith in order to determine whether such proposal by Purchaser would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to amend be a Superior Proposal and (ii) Target shall negotiate in good faith with Acquirer to make such amendments to the terms of this Agreement, including an increase in, or modification of, Agreement and the consideration Merger as would enable Acquirer to be received proceed with the transactions contemplated by the holders of Target Shares, to determine whether the Acquisition Proposal to which Purchaser is responding would be a Superior Proposal when assessed against the Arrangement as it is proposed by Purchaser to be amendedthis Agreement on such amended terms. If the Target Board of Directors of Target determines that the such Acquisition Proposal would no longer cease to be a Superior Proposal if the Arrangement was so amended and Purchaser enters into an amendment to this Agreement incorporating the terms of the amended offer, the Board of Directors of Target will promptly publicly reaffirm its recommendation of the Arrangement. If the Board of Directors of Target determines that the Acquisition Proposal remains a Superior Proposal, Target may approveshall promptly so advise Acquirer and Target and Acquirer shall amend this Agreement to reflect such offer made by Acquirer, recommend, accept or enter into an agreement, understanding or arrangement and shall take and cause to proceed with be taken all such actions as are necessary to give effect to the Superior Proposalforegoing. 7.3.3 (c) Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the holders of Target Shares Shareholders or other material terms or conditions thereof shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 5.4 and Purchaser shall initiate a new ten (10) Business Day Matching Period. (d) If Target provides a Superior Proposal Notice to Acquirer less than ten (10) Business Days before the Target Meeting, Target shall be afforded entitled to adjourn the Target Meeting to a new Response Period date that is not more than ten (10) Business Days after the scheduled date of the Target Meeting and will do so at the request of Acquirer. (e) Nothing contained in this Article 5 shall prohibit the Target Board from: (i) responding through a directors’ circular or otherwise as required by Law to an Acquisition Proposal that it determines is not a Superior Proposal, provided that Target shall provide Acquirer and its outside legal counsel with a reasonable opportunity to review and comment on drafts of the directors’ circular and other related documents, and shall give reasonable consideration to any comments made by Acquirer and its counsel; or (ii) convening a meeting of Target Shareholders requisitioned by the Target Shareholders in accordance with Target’s constating documents or taking any other action with respect to an Acquisition Proposal to the extent ordered or otherwise mandated by a court of each such Acquisition Proposalcompetent jurisdiction in accordance with Law.

Right to Match. 7.3.1 Subject The Fund acknowledges and agrees that, during the three business day period referred to paragraph 7.3.2in Subsection 9.5(d), Target covenants the Offeror shall have the opportunity, but not the obligation, to propose to amend the terms of the Offer and the Fund shall cooperate with the Offeror with respect thereto, including engaging in good faith negotiations with the Offeror to enable the Offeror to make such adjustments to the terms and conditions of the Offer the Offeror deems appropriate and as would enable the Offeror to proceed with the transactions contemplated hereunder on such adjusted terms. The Board of Trustees will review any proposal by the Offeror to amend the terms of the Offer in order to determine in good faith and in accordance with its fiduciary duties, after consultation with and based upon the advice of its financial advisors and outside legal counsel, whether the Offeror’s proposal to amend the Offer would result in the Acquisition Proposal not being a Superior Proposal compared to the proposed amendment to the terms of the Offer. If the Board of Trustees determines that it the Acquisition Proposal would cease to be a Superior Proposal, the Fund will so advise the Offeror and will accept the offer by the Offeror to amend the terms of the Offer and the Parties agree to take such actions and execute such documents as are necessary to give effect to the foregoing. If the Offeror does not make, within such three business day period, proposed amendments that would in the reasonable good faith judgement of the Board of Trustees cause the Acquisition Proposal previously constituting a Superior Proposal to cease being a Superior Proposal then the Fund may, subject to the terms of this Agreement (including the payment contemplated by Section 8.5), accept, approve, recommend or enter into any agreement, understanding, arrangement or Contract an agreement in respect of such Superior Proposal (and change or withdraw its recommendation). Each successive material modification of any Acquisition Proposal or a Superior Proposal (other than a confidentiality agreement permitted by paragraph 7.2.4) unless: 7.3.1.1 Target has complied with its obligations under Section 7.2 and the other provisions of this Article 7 and has provided Purchaser with a copy of the Superior Proposal; and 7.3.1.2 a period (the “Response Period”) of three business days shall have elapsed from the date on which Purchaser received written notice from the Board of Directors of Target that the Board of Directors of Target determined, subject only to compliance with this Section 7.3, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal. In the event that Target provides Purchaser with the notice contemplated in this Section on a date that is less than three business days prior to the Target Meeting, Target shall be entitled to adjourn the Target Meeting to a date that is not more than three business days after the date of such notice. 7.3.2 During the Response Period, Purchaser will have the right, but not the obligation, to offer to amend the terms of this Agreement. The Board of Directors of Target will review any such proposal by Purchaser to amend the terms of this Agreement, including an increase in, or modification of, the consideration to be received by the holders of Target Shares, to determine whether the Acquisition Proposal to which Purchaser is responding would be a Superior Proposal when assessed against the Arrangement as it is proposed by Purchaser to be amended. If the Board of Directors of Target determines that the Acquisition Proposal would no longer be a Superior Proposal if the Arrangement was so amended and Purchaser enters into an amendment to this Agreement incorporating the terms of the amended offer, the Board of Directors of Target will promptly publicly reaffirm its recommendation of the Arrangement. If the Board of Directors of Target determines that the Acquisition Proposal remains a Superior Proposal, Target may approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal. 7.3.3 Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the holders of Target Shares shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 9.6 and Purchaser shall be afforded require a new Response Period in respect three business day period from the later of each the date a copy of such amendment is provided to the Offeror and the date that the Board of Trustees has determined that the amended Acquisition Proposal is or remains a Superior Proposal.

Right to Match. 7.3.1 Subject to paragraph 7.3.20, 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 7.2.40) unless: 7.3.1.1 Target has complied with its obligations under Section 7.2 0 and the other provisions of this Article 7 0 and has provided Purchaser with a copy of the Superior Proposal; and 7.3.1.2 a period (the “Response Period”) of three business days shall have elapsed from the date on which Purchaser received written notice from the Board of Directors of Target that the Board of Directors of Target determined, subject only to compliance with this Section 7.30, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal. In the event that Target provides Purchaser with the notice contemplated in this Section on a date that is less than three business days prior to the Target Meeting, Target shall be entitled to adjourn the Target Meeting to a date that is not more than three business days after the date of such notice. 7.3.2 During the Response Period, Purchaser will have the right, but not the obligation, to offer to amend the terms of this Agreement. The Board of Directors of Target will review any such proposal by Purchaser to amend the terms of this Agreement, including an increase in, or modification of, the consideration to be received by the holders of Target Shares, to determine whether the Acquisition Proposal to which Purchaser is responding would be a Superior Proposal when assessed against the Arrangement as it is proposed by Purchaser to be amended. If the Board of Directors of Target determines that the Acquisition Proposal would no longer be a Superior Proposal if the Arrangement was so amended and Purchaser enters into an amendment to this Agreement incorporating the terms of the amended offer, the Board of Directors of Target will promptly publicly reaffirm its recommendation of the Arrangement. If the Board of Directors of Target determines that the Acquisition Proposal remains a Superior Proposal, Target may approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal. 7.3.3 Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the holders of Target Shares shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 0 and Purchaser shall be afforded a new Response Period in respect of each such Acquisition Proposal.

Right to Match. 7.3.1 Subject to paragraph 7.3.2, Target covenants that it will not accept, approve, endorse, recommend or enter into any agreement, understanding, understanding or arrangement or Contract in respect of a Superior Proposal (other than a confidentiality and standstill agreement permitted by paragraph 7.2.4Section 7.2.3) unless: 7.3.1.1 (a) Target has complied with its obligations under Section 7.2 and the other provisions of this Article 7 and has provided Purchaser with a copy of the Superior ProposalProposal and all related documentation described in Section 7.2.4; and 7.3.1.2 (b) a period (the “Response Period”) commencing on the later of three business days shall have elapsed from (x) the date on which Purchaser received receives written notice from the Target Board of Directors of Target that the Target Board of Directors of Target has determined, subject only to compliance with this Section 7.3, to accept, approve, endorse, recommend or enter into a binding agreement to proceed with such Superior Proposal, and (y) the date Purchaser receives a copy of the Superior Proposal. In Proposal and all related documentation described in Section 7.2.4, and ending at 5:00 p.m. (Toronto time) on the event that Target provides Purchaser with the notice contemplated in this Section on a date that is less than three fifth (5th) business days prior to the Target Meetingday following such date, Target shall be entitled to adjourn the Target Meeting to a date that is not more than three business days after the date of such noticehave expired. 7.3.2 During the Response Period, Purchaser will have the right, but not the obligation, to offer to amend this Agreement and the terms Plan of this Agreement. The Board of Directors of Target will review any such proposal by Purchaser to amend the terms of this AgreementArrangement, including an increase in, or modification of, the consideration to be received by paid to the holders Securityholders of Target Shares, pursuant to the Arrangement. The Target Board shall review any such offer by Purchaser to amend this Agreement and the Plan of Arrangement to determine whether the Acquisition Proposal to which Purchaser is responding would continue to be a Superior Proposal when assessed against the Arrangement as it is proposed in writing by Purchaser to be amended. If the Target Board of Directors of Target determines that the Acquisition Proposal would no longer be constitutes a Superior Proposal if Proposal, when assessed against this Agreement and the Plan of Arrangement was so amended and Purchaser enters as they are proposed to be amended, the Target Board will cause Target to enter into an amendment to this Agreement with Purchaser incorporating the terms amendments to the Agreement and Plan of Arrangement as set out in the amended offerwritten offer to amend, the Board of Directors of Target and will promptly publicly reaffirm its recommendation of the ArrangementArrangement by the prompt issuance of a press release to that effect. If the Target Board of Directors of Target determines that the Acquisition Proposal remains continues to be a Superior Proposal, Target may approve, recommend, approve and recommend that holders of Target Shares accept such Superior Proposal and may terminate this Agreement and shall pay the Termination Fee pursuant to Section 8.2.1(d)(i) in order to accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal. 7.3.3 Where at any time before the Target Meeting, Target has provided Purchaser with a notice under Section 7.3.1, an Acquisition Proposal has been publicly disclosed or announced and the Response Period has not elapsed, then, subject to applicable laws, at Purchaser’s request, Target will postpone or adjourn the Target Meeting to a date acceptable to Purchaser, acting reasonably, but not more than seven (7) business days after the scheduled date of the Target Meeting. 7.3.4 Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the holders of the Target Shares shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 and Purchaser shall be afforded a new Response Period and the rights afforded in Section 7.3.2 in respect of each such Acquisition Proposal.

Right to Match. 7.3.1 (1) Subject to paragraph 7.3.2Section 7.3(2), Target Fairmont 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 7.2.4Section 7.2(4)) unless: 7.3.1.1 Target (a) Fairmont has complied with its obligations under Section 7.2 and the other provisions of this Article 7 VII and has provided Purchaser with a copy of the Superior Proposal; and 7.3.1.2 (b) a period (the “Response Period”) of three business days shall have elapsed from the date on which Purchaser received written notice from the Board of Directors of Target Fairmont that the Board of Directors of Target Fairmont determined, subject only to compliance with this Section 7.3, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal. In the event that Target Fairmont provides Purchaser with the notice contemplated in this Section on a date that is less than three five business days prior to the Target Fairmont Meeting, Target Fairmont shall be entitled to adjourn the Target Fairmont Meeting to a date that is not more than three 5 business days after the date of such notice. 7.3.2 (2) During the Response Period, Purchaser will have the right, but not the obligation, to offer to amend the terms of this Agreement. The Board of Directors of Target Fairmont will review any such proposal by Purchaser to amend the terms of this Agreement, including an increase in, or modification of, the consideration to be received by the holders of Target Fairmont Shares, to determine whether the Acquisition Proposal to which Purchaser is responding would be a Superior Proposal when assessed against the Arrangement as it is proposed by Purchaser to be amended. If the Board of Directors of Target Fairmont determines that the Acquisition Proposal would no longer be a Superior Proposal if the Arrangement was so amended and the Purchaser enters into an amendment to this Agreement incorporating the terms of the amended offer, the Board of Directors of Target Fairmont will promptly publicly reaffirm its recommendation of the Arrangement. If the Board of Directors of Target determines that the Acquisition Proposal remains a Superior ProposalFairmont does so determine in good faith after consultation with its financial advisors and its outside counsel, Target Fairmont may approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal. 7.3.3 (3) Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the holders of Target Fairmont Shares shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 and Purchaser shall be afforded a new Response Period in respect of each such Acquisition Proposal.