Notice of Northgate Superior Proposal Determination. (a) Northgate and the Northgate Board shall not accept, approve, recommend or enter into any agreement in respect of a Northgate Acquisition Proposal (other than a confidentiality agreement contemplated by subsection 6.3(d) hereof) on the basis that it could, if consummated in accordance with its terms, reasonably be expected to result in a Northgate Superior Proposal, or would constitute a Northgate Superior Proposal, unless: (i) the Northgate Meeting has not occurred; (ii) Northgate has complied with its obligations under section 6.3 and the other provisions of this Article 6; (iii) such Northgate Superior Proposal does not provide for the payment of any break, termination or other fees or expenses to the other Party in the event that Northgate completes the Arrangement or any similar other transaction with Primero or any of its affiliates agreed prior to any termination of this Agreement; (iv) it has provided Primero with the information about such Northgate Acquisition Proposal as required under subsection 6.3(c) that the Northgate Board have determined would be a Northgate Superior Proposal pursuant to subsection 6.3(a) hereof; (v) five Business Days shall have elapsed from the later of the date Primero received notice of the determination of the Northgate Board to accept, approve, recommend or enter into an agreement, arrangement or understanding in respect of such Northgate Superior Proposal and the date Northgate received the documents pursuant to subsection 6.3(c) hereof; and (vi) this Agreement is terminated under section 6.6 and the Northgate has paid the Northgate Termination Payment to Primero.
Appears in 4 contracts
Samples: Arrangement Agreement (Primero Mining Corp), Arrangement Agreement (Primero Mining Corp), Arrangement Agreement (Primero Mining Corp)
