Superior Proposals and Metalla Right to Match Sample Clauses

Superior Proposals and Metalla Right to Match. (1) Provided that Nova is in compliance with Section 5.1 and Section 5.2 in all respects, if Nova receives an Acquisition Proposal that constitutes a Superior Proposal prior to the receipt of the Required Nova Approval, the Nova Board may, subject to compliance with Article 7 and Section 8.2, enter into a definitive agreement (which excludes, for greater certainty, a confidentiality agreement described in Section 5.1(4)) with respect to such Acquisition Proposal that is a Superior Proposal, or make a Nova Change in Recommendation, if and only if: (a) Nova has been, and continues to be, in compliance with its obligations under this Article 5 with respect to such Superior Proposal; (b) Nova has delivered to Metalla a written notice of the determination of the Nova Board that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Nova Board to enter into such definitive agreement (the "Superior Proposal Notice"); (c) if the Superior Proposal contains non-cash consideration other than securities quoted on a public market, a written notice from the Nova Board regarding the value and financial terms that the Nova Board, in consultation with its financial advisors, has determined should be ascribed to such non-cash consideration; (d) Nova has provided Metalla a copy of the proposed definitive agreement for the Superior Proposal; (e) at least five (5) Business Days (the "Matching Period") have elapsed from the date that is the later of the date on which Nova delivered the Superior Proposal Notice and the date on which Nova delivered copy of the proposed definitive agreement for the Superior Proposal; (f) during the Matching Period, Metalla shall have the opportunity (but not the obligation) to offer to amend this Agreement and the Arrangement in accordance with Section 5.3(2), and subsequently, if Metalla does propose to amend this Agreement and the Arrangement and the Nova Board determines in good faith, after consultation with Xxxx's legal counsel and financial advisers, that such Acquisition Proposal continues to constitute a Superior Proposal compared to the terms of this Agreement and the Arrangement as proposed to be amended by Metalla under Section 5.3(2); and (g) the Board determines to concurrently, and concurrently does, (i) enter into such definitive agreement, (ii) terminate this Agreement pursuant to Section 7.2(1)(c)(iii), (iii) and pays the Termination Fee pursuant to Section 8.2. (2) During the Matching Period: (a) th...
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