Common use of Right to Match Clause in Contracts

Right to Match. (a) Subject to Section 6.2(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 6.1(d)) unless: (i) the Company has complied with its obligations under the other provisions of this Article 6 and has provided the Offeror with a copy of the Superior Proposal; (ii) a period (the “Response Period”) of five Business Days or such shorter period as may then remain until the Expiry Date shall have elapsed from the date on which the Offeror received written notice from the Board of Directors that the Board of Directors has determined, subject only to compliance with this Section 6.2, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal; (iii) after the Response Period (if the Offeror has proposed to amend the terms of this Agreement in accordance with Section 6.2(b), the Board of Directors determines in good faith, after consultation with its financial advisors and outside counsel, that such Alternative Transaction continues to constitute a Superior Proposal; and (iv) the Company concurrently terminates this Agreement pursuant to Section 9.1(i) and pays to the Offeror the Termination Fee pursuant to Section 6.3. (b) During the Response Period, the Offeror will have the right, but not the obligation, to offer to amend in writing the terms of the Offer. The Board of Directors will review any such written amendment to determine whether the Alternative Transaction to which the Offeror is responding would continue to be a Superior Proposal when assessed against the Offer as it is proposed by the Offeror as amended. If the Board of Directors does not in good faith so determine, the Board of Directors will cause the Company to enter into an amendment to this Agreement reflecting the offer by the Offeror to amend the terms of the Offer and upon the execution by the Parties of such amendment will reaffirm its recommendation of the Offer, as so amended. If the Board of Directors does in good faith so determine, the Company may approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal. (c) Each successive amendment to any Alternative Transaction that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Shareholders shall constitute a new Alternative Transaction for the purposes of this Section 6.2(a) and the Offeror shall be afforded a new Response Period in respect of each such Alternative Transaction.

Right to Match. (1) If the Corporation receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Shareholders, the Board may (based upon, inter alia, the recommendation of the Independent Committee), subject to compliance with Article 7 and Section 8.2, enter into a definitive agreement with respect to such Superior Proposal or withdraw or modify the Board Recommendation, if and only if: (a) Subject to Section 6.2(b), the Company covenants that it will not accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of a Person making the Superior Proposal (other than a confidentiality agreement permitted by Section 6.1(d)) unless: (i) was not restricted from making such Superior Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar restriction with the Company has complied with Corporation or any of its obligations under the other provisions of this Article 6 and has provided the Offeror with a copy of the Superior ProposalSubsidiaries; (ii) a period (the “Response Period”) of five Business Days or such shorter period as may then remain until the Expiry Date shall have elapsed from the date on which the Offeror received written notice from the Board of Directors that the Board of Directors has determined, subject only to compliance with this Section 6.2, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal; (iii) after the Response Period (if the Offeror has proposed to amend the terms of this Agreement in accordance with Section 6.2(b), the Board of Directors determines in good faith, after consultation with its financial advisors and outside counsel, that such Alternative Transaction continues to constitute a Superior Proposal; and (iv) the Company concurrently terminates this Agreement pursuant to Section 9.1(i) and pays to the Offeror the Termination Fee pursuant to Section 6.3. (b2) During the Response Matching Period, or such longer period as the Offeror will have the right, but not the obligation, to offer to amend Corporation may approve in writing for such purpose: (a) the terms of the Offer. The Board of Directors will shall review any such written amendment to determine whether the Alternative Transaction to which the Offeror is responding would continue to be a Superior Proposal when assessed against the Offer as it is proposed offer made by the Offeror as amended. If the Board of Directors does not in good faith so determine, the Board of Directors will cause the Company to enter into an amendment to this Agreement reflecting the offer by the Offeror to amend the terms of the Offer and upon the execution by the Parties of such amendment will reaffirm its recommendation of the Offer, as so amended. If the Board of Directors does in good faith so determine, the Company may approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal.Purchaser under (c3) Each successive amendment or modification to any Alternative Transaction Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Shareholders or other material terms or conditions thereof shall constitute a new Alternative Transaction Acquisition Proposal for the purposes of this Section 6.2(a) 5.4, and the Offeror Purchaser shall be afforded a new Response full five Business Day Matching Period from the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received all of the materials set forth in Section 5.4(1)(d) with respect to the new Superior Proposal from the Corporation. (4) The Board shall promptly reaffirm the Board Recommendation (based upon, inter alia, the recommendation of each the Independent Committee) 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 or the Plan of Arrangement as contemplated under Section 5.4(2) would result in an Acquisition Proposal no longer being a Superior Proposal. The Corporation shall provide the Purchaser and its outside legal counsel with a reasonable opportunity to review and comment on the form and content of any such Alternative Transactionpress release and shall make all reasonable amendments to such press release as requested by the Purchaser and its counsel. (5) If the Corporation provides a Superior Proposal Notice to the Purchaser on a date that is less than ten Business Days before the Meeting, the Corporation shall upon request from the Purchaser, acting reasonably, postpone the Meeting to a date that is not more than fifteen Business Days after the scheduled date of the Meeting, but in any event the Meeting shall not be postponed to a date which would prevent the Effective Date from occurring on or prior to the Outside Date. (6) Nothing contained in this Section 5.4 will limit in any way the obligation of the Corporation to convene and hold the Meeting in accordance with Section 2.3 of this Agreement while this Agreement remains in force. (7) Nothing contained in this Article 5 shall prohibit the Board (or the Independent Committee) from: (a) 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 the Corporation shall provide the Purchaser and its legal counsel with a reasonable opportunity to review the form and content of such circular or other disclosure; or

Right to Match. (a) Subject to Section 6.2(b)During the Matching Period, or such longer period as the Company covenants that it will not accept, approve, recommend or enter into any agreement, understanding or arrangement may approve (in respect of a Superior Proposal (other than a confidentiality agreement permitted by Section 6.1(d)its sole discretion) unless: in writing for such purpose: (i) the Company has complied with its obligations under the other provisions of this Article 6 and has provided the Offeror with a copy of the Superior Proposal; (ii) a period (the “Response Period”) of five Business Days or such shorter period as may then remain until the Expiry Date Parent shall have elapsed from the date on which the Offeror received written notice from the Board of Directors that the Board of Directors has determined, subject only to compliance with this Section 6.2, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal; (iii) after the Response Period (if the Offeror has proposed to amend the terms of this Agreement in accordance with Section 6.2(b), the Board of Directors determines in good faith, after consultation with its financial advisors and outside counsel, that such Alternative Transaction continues to constitute a Superior Proposal; and (iv) the Company concurrently terminates this Agreement pursuant to Section 9.1(i) and pays to the Offeror the Termination Fee pursuant to Section 6.3. (b) During the Response Period, the Offeror will have the right, but not the obligation, to offer to amend in writing the terms of this Agreement and the Offer. The Arrangement; (ii) the Company Board of Directors will shall review any such written amendment to determine whether the Alternative Transaction to which the Offeror is responding would continue to be a Superior Proposal when assessed against the Offer as it is proposed offer made by the Offeror as amended. If the Board of Directors does not in good faith so determine, the Board of Directors will cause the Company to enter into an amendment to this Agreement reflecting the offer by the Offeror Parent to amend the terms of this Agreement and the Offer Arrangement in good faith, after consultation with outside legal and financial advisors, in order to determine whether such offer would, upon acceptance, result in the execution Company Acquisition Proposal made by another Person previously constituting a Company Superior Proposal ceasing to be a Company Superior Proposal; and (iii) the Parties of such amendment will reaffirm its recommendation of the Offer, as so amended. If the Board of Directors does Company shall negotiate in good faith so determine, with the Company may approve, recommend, accept or enter into an agreement, understanding or arrangement Parent to make such amendments to the terms of this Agreement and the Arrangement as would enable the Parent to proceed with the transactions contemplated by this Agreement on such amended terms. If, as a consequence of the foregoing, the Company Board determines that such Company Acquisition Proposal would cease to be a Company Superior Proposal, the Company shall promptly so advise the Parent and the Company and the Parent shall amend, or cause to be amended, this Agreement to reflect such offer made by the Parent and shall take or cause to be taken all such actions as are necessary to give effect to the foregoing. If, as a consequence of the foregoing, the Company Board determines that such Company Acquisition Proposal continues to be a Company Superior Proposal and therefore rejects the Parent’s offer to amend this Agreement and the Arrangement, the Company shall promptly so advise the Parent and may, subject to compliance with the other provisions hereof, make a Company Change of Recommendation and/or enter into a definitive agreement with respect to such Company Superior Proposal. (cb) Each successive amendment or modification to any Alternative Transaction Company Acquisition Proposal or Company Superior Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Company Shareholders or other material terms or conditions thereof shall constitute a new Alternative Transaction Company Acquisition Proposal, or Company Superior Proposal, as applicable, for the purposes of this Section 6.2(a) 7.03 and Section 7.04 and the Offeror Parent shall be afforded a new Response Matching Period from the date on which the Parent received the Company Superior Proposal Notice and the materials required to be provided in respect accordance with Section 7.03(a)(iv) (except that the reference to five (5) Business Days in the definition of each such Alternative Transactionthe Matching Period will be deemed to be a reference to three (3) Business Days).

Right to Match. (a1) Subject to Section 6.2(b), If the Company covenants Corporation receives an Acquisition Proposal that it will not accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of constitutes a Superior Proposal (other than a confidentiality agreement permitted by Section 6.1(d)) unless: (i) prior to the Company has complied with its obligations under the other provisions of this Article 6 and has provided the Offeror with a copy approval of the Superior Proposal; (ii) a period (Arrangement Resolution by the “Response Period”) of five Business Days or such shorter period as may then remain until the Expiry Date shall have elapsed from the date on which the Offeror received written notice from Corporation Shareholders the Board of Directors that may, or may cause the Board of Directors has determinedCorporation to, subject only to compliance with this Section 6.2, to accept, make a Change in Recommendation and approve, recommend or enter into a binding definitive agreement with respect to proceed such Superior Proposal, if and only if: (a) such Person was not restricted from making such Superior Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar restriction with the Corporation or any of its Subsidiaries; (b) the Corporation has been, and continues to be, in compliance with its obligations under this Article 5; (c) the Corporation or its Representatives have delivered to each Purchaser a written notice of the determination of the Board that it has received a Superior Proposal and of the intention to approve, recommend or enter into a definitive agreement with respect to such Superior Proposal, including a notice as to the value in financial terms that the Board has, in consultation with its financial advisors, determined should be ascribed to any non-cash consideration offered under the Superior Proposal (the “Superior Proposal Notice”); (d) the Corporation or its Representatives have provided to each Purchaser a copy of any proposed definitive agreement for the Superior Proposal; (iiie) at least five (5) Business Days (the “Matching Period”) have elapsed from the date that is the later of the date on which each Purchaser shall have received the Superior Proposal Notice and the date on which each Purchaser shall have received a copy of the definitive agreement for the Superior Proposal; (f) after the Response Period (if the Offeror has proposed to amend the terms of this Agreement in accordance with Section 6.2(b)Matching Period, the Board of Directors determines has determined in good faith, after consultation with its legal counsel and financial advisors and outside counseladvisors, that (i) such Alternative Transaction Acquisition Proposal continues to constitute a Superior ProposalProposal (and, if applicable, compared to the terms of the Arrangement as proposed to be amended by the Purchaser under Section 5.4(2)) and (ii) it is necessary for the Board to approve, recommend or enter into a definitive agreement with respect to such Superior Proposal in order to properly discharge its fiduciary duties; and (ivg) prior to or concurrently with making a Change in Recommendation or entering into such definitive agreement the Company concurrently Corporation terminates this Agreement pursuant to Section 9.1(i7.2(1)(c)(ii) and pays to the Offeror the Termination Fee pursuant to Section 6.38.2(2). (b2) During the Response Matching Period, or such longer period as the Offeror will have the right, but not the obligation, to offer to amend Corporation may approve in writing for such purpose: (23) the terms of the Offer. The Board of Directors will shall review any such written amendment to determine whether the Alternative Transaction to which the Offeror is responding would continue to be a Superior Proposal when assessed against the Offer as it is proposed offer made by the Offeror as amended. If the Board of Directors does not in good faith so determine, the Board of Directors will cause the Company to enter into an amendment to this Agreement reflecting the offer by the Offeror either Purchaser or both Purchasers to amend the terms of this Agreement and the Offer Arrangement in good faith, after consultation with outside legal and financial advisors, in order to determine whether such proposal would, upon acceptance, result in the execution by Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (23) the Parties of such amendment will reaffirm its recommendation of the Offer, as so amended. If the Board of Directors does Corporation shall negotiate in good faith so determine, with the Company may approve, recommend, accept or enter into an agreement, understanding or arrangement Purchaser(s) to make such amendments to the terms of this Agreement and the Arrangement as would enable the Purchaser(s) to proceed with the transactions contemplated by this Agreement on such amended terms. If as a consequence of the foregoing the Board determines that such Acquisition Proposal would cease to be a Superior Proposal, the Corporation shall promptly so advise the Purchaser(s) and the Corporation and the Purchaser(s) shall amend this Agreement to reflect such offer made by the Purchaser(s), and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing. (c3) Each successive amendment to any Alternative Transaction Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Corporation Shareholders or other material terms or conditions thereof shall constitute a new Alternative Transaction Acquisition Proposal for the purposes of this Section 6.2(a) 5.4 and the Offeror Purchasers shall be afforded a new Response five (5) Business Day Matching Period from the date that is the later of the date on which each Purchaser shall have received the new Superior Proposal Notice and the date on which each Purchaser shall have received a copy of the proposed definitive agreement for the new Superior Proposal. (4) 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 if the Board determines that a proposed amendment to the terms of this Agreement as contemplated under Section 5.4(2) would result in respect an Acquisition Proposal no longer being a Superior Proposal, as the case may be. The Corporation shall provide the Purchasers and their respective outside legal counsel with a reasonable opportunity to review the form and content of each any such Alternative Transactionpress release and shall give reasonable consideration to any comments thereon. (5) Nothing in this Agreement shall prohibit the Board 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. Further, nothing in this Agreement shall prevent the Board from making any disclosure to the Shareholders if the Board, acting in good faith and upon the advice of its outside legal and financial advisors, shall have determined that the failure to make such disclosure would be inconsistent with the fiduciary duties of the Board or such disclosure is otherwise required under Law; provided, however, that, notwithstanding the Board shall be permitted to make such disclosure, the Board shall not be permitted to make a Change in Recommendation, other than as permitted by Section 5.4(1). (6) If the Corporation provides a Superior Proposal Notice to the Purchasers after a date that is less than five (5) Business Days before the Corporation Meeting, the Corporation shall be entitled to, and shall upon request from either Purchaser, postpone the Corporation Meeting to a date that is not more than fifteen (15) Business Days after the scheduled date of the Corporation Meeting (and, in any event, prior to the Outside Date). (7) The Corporation will ensure that its Representatives and its Subsidiaries are aware of the provisions of this Article 5. The Corporation is responsible for any breach of this Article 5 by its Representatives or its Subsidiaries.

Right to Match. (a) Subject to Section 6.2(b7.2(b), the Company covenants that it will not accept, approve, recommend or enter into any agreement, understanding understanding, arrangement or arrangement Contract in respect of a Superior Proposal (other than a confidentiality agreement permitted by Section 6.1(d7.1(d)) unless: (i) the Company has complied with its obligations under Section 7.1 and the other provisions of this Article 6 7 and has provided the Offeror Parent with a copy of the Superior Proposal;; and (ii) a period (the “Response Period”) of five three Business Days or such shorter period as may then remain until the Expiry Date shall have elapsed from the date on which the Offeror Parent received written notice from the Board of Directors of the Company that the Board of Directors has of the Company determined, subject only to compliance with this Section 6.27.2, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal; (iii) . In the event that the Company provides Parent with the notice contemplated in this Section on a date that is less than five Business Days prior to the Company Meeting, the Company shall be entitled to require that the Company Meeting be adjourned to a date that is not more than 5 Business Days after the Response Period (if the Offeror has proposed to amend the terms date of this Agreement in accordance with Section 6.2(b), the Board of Directors determines in good faith, after consultation with its financial advisors and outside counsel, that such Alternative Transaction continues to constitute a Superior Proposal; and (iv) the Company concurrently terminates this Agreement pursuant to Section 9.1(i) and pays to the Offeror the Termination Fee pursuant to Section 6.3notice. (b) During the Response Period, the Offeror Parent will have the right, but not the obligation, to offer to amend in writing the terms of the Offerthis Agreement. The Board of Directors of the Company will review any such written amendment proposal by Parent to amend the terms of this Agreement, including an increase in, or modification of, the consideration to be received by the holders of Common Shares, to determine whether the Alternative Transaction Acquisition Proposal to which the Offeror Parent is responding would continue to be a Superior Proposal when assessed against the Offer Arrangement as it is proposed by the Offeror as Parent to be amended. If the Board of Directors does not of the Company determines that the Acquisition Proposal would no longer be a Superior Proposal if the Arrangement was so amended and the Parent delivers to the Company during the Response Period a firm written offer to amend this Agreement in good faith so determinea manner which is consistent with such proposal, the Board of Directors will cause of the Company to enter into an amendment to this Agreement reflecting the offer by the Offeror to amend the terms of the Offer and upon the execution by the Parties of such amendment will promptly publicly reaffirm its recommendation of the Offer, as so amendedArrangement. If the Board of Directors does of the Company determines in good faith so determineafter receiving a written opinion from the Company Financial Advisor that such Acquisition Proposal to which Parent is responding would be a Superior Proposal when assessed against the Arrangement as it is proposed by Parent to be amended, the Company may may, subject to Section 7.3, terminate this Agreement and approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal. (c) Each successive amendment to any Alternative Transaction Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Shareholders holders of Common Shares shall constitute a new Alternative Transaction Acquisition Proposal for the purposes of this Section 6.2(a) 7.2 and the Offeror Parent shall be afforded a new Response Period in respect of each such Alternative TransactionAcquisition Proposal.

Right to Match. (a) Subject The Company covenants and agrees that for a period of six (6) months after the termination of this Agreement pursuant to Section 6.2(b), the Company covenants that 8.2(b) or 8.2(c) it will not accept, approve, recommend or enter into any agreement, understanding understanding, arrangement or arrangement Contract in respect of a Superior an Acquisition Proposal (other than a confidentiality agreement permitted by Section 6.1(d)) unless: (i) the Company has complied promptly (and in any event within 48 hours of receipt by the Company) notified the Parent, orally and thereafter in writing, of any Acquisition Proposal or inquiry received (whether or not relating to any Acquisition Proposal or inquiry received) that could reasonably be expected to lead to an Acquisition Proposal, of which any of its directors, officers, Financial Advisor or other agents are or become aware, or any amendments to the foregoing, or any request for non-public information relating to the Company or any of its Subsidiaries in connection with its obligations under an Acquisition Proposal or for access to the other provisions of this Article 6 and has provided the Offeror with a copy properties, books or records of the Superior Proposal;Company or any of its Subsidiaries by any Person in connection with an Acquisition Proposal and a description of the material terms and conditions of any such Acquisition Proposal or inquiry, and thereafter the Company shall keep the Parent informed of any change to the material terms of any such Acquisition Proposal or inquiry; and (ii) a period (the “Response Period”"RESPONSE PERIOD") of five ten (10) Business Days or such shorter period as may then remain until the Expiry Date shall have elapsed from the date on which the Offeror Parent received written notice from the Board board of Directors directors of the Company that the Board board of Directors has directors of the Company determined, subject only to compliance with this Section 6.27.3, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Acquisition Proposal; (iii) after the Response Period (if the Offeror has proposed to amend the terms of this Agreement in accordance with Section 6.2(b), the Board of Directors determines in good faith, after consultation with its financial advisors and outside counsel, that such Alternative Transaction continues to constitute a Superior Proposal; and (iv) the Company concurrently terminates this Agreement pursuant to Section 9.1(i) and pays to the Offeror the Termination Fee pursuant to Section 6.3. (b) During the Response Period, the Offeror Purchaser and the Parent will have the right, but not the obligation, to offer to amend in writing match the terms of the OfferAcquisition Proposal (the "MATCHING PROPOSAL"). The Board of Directors will review any such written amendment to determine whether the Alternative Transaction to which the Offeror is responding would continue to be a Superior Proposal when assessed against the Offer as it is proposed by the Offeror as amended. If the Board of Directors does not in good faith so determine, the Board of Directors will cause the Company to shall enter into an amendment to this Agreement reflecting agreement with the offer by Purchaser and/or the Offeror to amend Parent implementing the terms of Matching Proposal as soon as reasonably practicable after the Offer and upon Company's receipt from the execution by the Parties Purchaser or Parent of such amendment will reaffirm its recommendation of the Offer, as so amended. If the Board of Directors does in good faith so determine, the Company may approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with the Superior Matching Proposal. (c) Each successive amendment to any Alternative Transaction Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Shareholders holders of securities of the Company shall constitute a new Alternative Transaction Acquisition Proposal for the purposes of this Section 6.2(a) 7.3 and the Offeror Purchaser and the Parent shall be afforded a new Response Period in respect of each such Alternative TransactionAcquisition Proposal.

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 Shareholders, the Board may, subject to compliance with Article 6 and Section 5.6, enter into a definitive agreement with respect to such Superior Proposal, if and only if: (a) Subject the person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to Section 6.2(b)an existing confidentiality, standstill, non-disclosure, use, business purpose or similar restriction with 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 6.1(d)) unless:its Subsidiaries; (ib) the Company has complied with its obligations under the other provisions did not breach any provision of this Article 6 and has provided 5 in any material respect in connection with the Offeror with a copy preparation or making of the Superior such Acquisition Proposal; (iic) the Company shall have delivered to the Parent and the Purchaser a period written notice of the determination of the Board that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Board to enter into such definitive agreement with respect to such Superior Proposal, together with a written notice from the Board regarding the value and financial terms that the Board, in consultation with its financial advisors, has determined should be ascribed to any non-cash consideration offered under such Superior Proposal (the “Response Superior Proposal Notice”); (d) the Company shall have provided the Parent and the Purchaser a complete copy of the proposed definitive agreement for the Superior Proposal and all supporting materials, including any financing documents supplied to the Company in connection therewith; (e) at least five (5) Business Days (the “Matching Period”) of five Business Days or such shorter period as may then remain until the Expiry Date shall have elapsed from the date that is the later of the date on which the Offeror Parent and the Purchaser received written notice from the Board Superior Proposal Notice and the date on which the Purchaser received all of Directors that the Board of Directors has determinedmaterials set forth in Section 5.4(1)(d); (f) during any Matching Period, subject only to compliance the Parent and the Purchaser shall have had the opportunity (but not the obligation), in accordance with this Section 6.25.4(2), to accept, approve, recommend or enter into offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a binding agreement to proceed with the Superior Proposal; (iiig) after the Response Period (if the Offeror has proposed to amend the terms of this Agreement in accordance with Section 6.2(b)Matching Period, the Board of Directors determines shall have determined in good faith, after consultation with its outside legal counsel and financial advisors and outside counseladvisors, that such Alternative Transaction Acquisition Proposal continues to constitute a Superior ProposalProposal (if applicable, compared to the terms of the Arrangement as proposed to be amended by the Parent and the Purchaser under Section 5.4(2)); and (ivh) prior to or concurrently with entering into such definitive agreement the Company concurrently terminates this Agreement pursuant to Section 9.1(i6.2(1)(c)(ii) [Superior Proposal] and pays to the Offeror the Termination Fee pursuant to Section 6.35.6. (b2) During the Response Matching Period, or such longer period as the Offeror will have the right, but not the obligation, to offer to amend Company may approve in writing for such purpose: (a) the terms of the Offer. The Board of Directors will shall review any such written amendment to determine whether the Alternative Transaction to which the Offeror is responding would continue to be a Superior Proposal when assessed against the Offer as it is proposed offer made by the Offeror as amended. If Parent and the Board of Directors does not in good faith so determine, the Board of Directors will cause the Company to enter into an amendment to this Agreement reflecting the offer by the Offeror Purchaser under Section 5.4(1)(f) above to amend the terms of this Agreement and the Offer Arrangement in good faith in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and upon (b) the execution Company shall, and shall cause its Representatives to, negotiate in good faith with the Parent and the Purchaser to make such amendments to the terms of this Agreement and the Arrangement as would enable the Parent and the Purchaser to proceed with the transactions contemplated by the Parties of this Agreement on such amendment will reaffirm its recommendation of the Offer, as so amendedamended terms. If the Board of Directors does in good faith so determinedetermines that such Acquisition Proposal would cease to be a Superior Proposal, the Company may approveshall promptly so advise the Parent and the Purchaser, recommend, accept or enter into an agreement, understanding or arrangement and the Parties shall amend this Agreement to proceed with reflect such offer made by the Superior ProposalParent and the Purchaser and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing. (c3) Each successive amendment or modification to any Alternative Transaction Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Shareholders or other material terms or conditions thereof shall constitute a new Alternative Transaction Acquisition Proposal for the purposes of this Section 6.2(a) 5.4, and the Offeror Parent and the Purchaser shall be afforded a new Response five (5) Business Day Matching Period from the later of the date on which the Parent and the Purchaser received the Superior Proposal Notice and the date on which the Parent and the Purchaser received all of the materials set forth in Section 5.4(1)(d) with respect to the new Acquisition Proposal from the Company. (4) 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 each this Agreement as contemplated under Section 5.4(2) would result in an Acquisition Proposal no longer being a Superior Proposal. The Company shall provide the Parent and its outside legal counsel with a reasonable opportunity to review the form and content of any such Alternative Transactionpress release and shall make all reasonable amendments to such press release as requested by the Parent and its counsel. (5) If the Company provides a Superior Proposal Notice to the Parent and the Purchaser on a date that is less than ten (10) Business Days before the Meeting, the Company shall either proceed with or postpone the Meeting, as directed by and at the discretion of the Parent and the Purchaser, acting reasonably, to a date that is not more than ten (10) Business Days after the scheduled date of the Meeting, but in any event to a date that is not less than five (5) Business Days prior to the Outside Date. (6) Nothing contained in this Section 5.4 shall prohibit the Board from (a) responding through a directors’ circular or otherwise as required by Law to an Acquisition Proposal (which response complies with the terms, conditions, covenants and requirements set out in this Agreement); or (b) calling or holding a meeting of Shareholders validly and legally requisitioned by Shareholders in accordance with the OBCA or taking any other action with respect to an Acquisition Proposal to the extent ordered or otherwise mandated by a court of competent jurisdiction in accordance with Law.