Notwithstanding Sections 7. 2.1 and 7.2.2 and any other provision of this Agreement or of any other agreement between the Parties or between Brazauro and any other person, including the provisions of any confidentiality or standstill agreement, if at any time following the date of this Agreement and prior to obtaining the approval of the Arrangement Resolution at the Brazauro Meeting, Brazauro receives a written Acquisition Proposal that the Brazauro Board determines in good faith, after consultation with its financial advisors and Brazauro Counsel, constitutes or, if consummated in accordance with its terms, could reasonably be expected to result in a Superior Proposal, then Brazauro may, provided it is in compliance with Section 7.2.4: (a) furnish information with respect to Brazauro and its subsidiaries to the person making such Acquisition Proposal; and/or (b) enter into, participate, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the person making such Acquisition Proposal, provided that Brazauro shall not, and shall not allow its Representatives to, disclose any non-public information with respect to Brazauro to such person if such non public information has not been previously provided to, or is not concurrently provided to, Eldorado; and without Brazauro entering into a confidentiality agreement with such person containing terms and conditions that are customary for such agreements in the mining industry, but in no case that are no more favourable to such person than those found in the Confidentiality Agreement.
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Notwithstanding Sections 7. 2.1 and 7.2.2 and any other provision of this Agreement or of any other agreement between the Parties or between Brazauro and any other person, including the provisions of any confidentiality or standstill agreement7.2.2, if at any time following the date of this Agreement and prior to obtaining the approval Aurizon Securityholder Approval of the Arrangement Resolution at the Brazauro Aurizon Meeting, Brazauro Aurizon receives a bona fide written Acquisition Proposal that that: (a) did not result from a breach of Section 7.2; and (b) the Brazauro Aurizon Board determines in good faith, faith after consultation with its outside legal counsel and financial advisors and Brazauro Counselis, constitutes or, if consummated in accordance with its terms, could reasonably be expected or is likely to result in lead to a Superior Proposal, then Brazauro Aurizon may, in response to a request made by the party making such Acquisition Proposal and provided it Aurizon is in compliance with this Section 7.2.47.2:
(a) furnish information with respect to Brazauro and its subsidiaries Aurizon to the person making such Acquisition Proposal; and/or
(b) enter into, participate, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the person making such Acquisition Proposal, provided that Brazauro Aurizon shall not, and shall not allow its Representatives to, disclose any non-public information with respect to Brazauro Aurizon to such person (i) if such non public information has not been previously provided to, or is not concurrently provided to, EldoradoHecla; and (ii) without Brazauro entering into a confidentiality and standstill agreement with such person containing terms and conditions that are customary for such agreements no less favourable, in the mining industryaggregate, but in no case that to Aurizon and are no more favourable to such person than those found in the Confidentiality AgreementAgreement including a “standstill” provision which restricts such person from making or announcing its intention to make an Acquisition Proposal to Aurizon or the Aurizon Shareholders without the consent of the Aurizon Board, provided, however, that such confidentiality agreement shall not restrict or prohibit Aurizon from disclosing to Hecla any details concerning such Acquisition Proposal or any Superior Proposal made by such person.
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Notwithstanding Sections 7. 2.1 and 7.2.2 and any other provision of this Agreement or of any other agreement between the Parties or between Brazauro Purchaser and any other person, including the provisions of any confidentiality or standstill agreementTarget, if at any time following the date of this Agreement and prior to obtaining the approval Target Shareholder Approval of the Arrangement Resolution at the Brazauro Target Meeting, Brazauro Target receives a bona fide, written Acquisition Proposal that did not result from a breach of Section 7.2 or an Acquisition Proposal is made to the Brazauro Target Shareholders and the Target Board determines in good faith, after consultation with its financial advisors and Brazauro Counseloutside counsel, that such Acquisition Proposal constitutes or, if consummated in accordance with its termsterms (disregarding, for the purposes of any such determination, any term of such Acquisition Proposal that provides for a due diligence investigation), could reasonably be expected to result in be a Superior Proposal, then Brazauro Target may, in response to a request made by the party making such Acquisition Proposal and provided it is in material compliance with Section Sections 7.2.2 and 7.2.4:
(a) furnish information with respect to Brazauro Target and its subsidiaries to the person making such Acquisition Proposal; and/or
(b) enter into, participate, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the person making such Acquisition Proposal, ; provided that Brazauro Target shall not, and shall not allow its Representatives to, disclose any non-public information with respect to Brazauro Target to such person (i) if such non public information has not been previously provided to, or is not concurrently provided to, EldoradoPurchaser; and (ii) without Brazauro entering into a confidentiality agreement with such person containing terms and conditions that are in a form customary for such agreements in the mining industrytransactions which shall, but in no case that are no more favourable to such person than those found without limitation, include a standstill provision at least as stringent as contained in the Confidentiality AgreementAgreement and which, without limitation, provides that any Acquisition Proposal shall be made only to the Target Board and shall not be publicly disclosed.
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Notwithstanding Sections 7. 2.1 1(a) and 7.2.2 7.1(b) and any other provision of this Agreement or of any other agreement between the Parties or between Brazauro SciVac and any other person, including the provisions of any confidentiality or standstill agreementLevon, if at any time following the date of this Agreement and prior to obtaining the approval Levon Shareholder Approval of the Arrangement Resolution at the Brazauro Levon Meeting, Brazauro Levon receives a written Acquisition Proposal (that was not solicited after the Brazauro date hereof in contravention of Section 7.1(a) and provided that Levon is in compliance with Sections 7.1(b) and 7.2(a)), the Levon Board determines may (directly or through its advisors or Representatives):
(i) if it believes, acting in good faith, that the Acquisition Proposal could reasonably lead to a Superior Proposal, contact the Person(s) making such Acquisition Proposal and its advisors solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions thereto and likelihood of consummation so as to determine whether such proposal is, or is reasonably likely to lead to, a Superior Proposal; and
(ii) if, in the opinion of the Levon Board, acting in good faith and after consultation with receiving advice from its outside financial advisors and Brazauro Counseloutside legal counsel, constitutes orthe Acquisition Proposal constitutes, if consummated in accordance with its termsterms (disregarding, could reasonably be expected to result in for the purposes of any such determination, any term of such Acquisition Proposal that provides for a due diligence investigation), a Superior Proposal, then Brazauro then, and only in such case, Levon may, provided it is in compliance with Section 7.2.4:
(aA) furnish information with respect to Brazauro Levon and its subsidiaries to the person Person making such Acquisition Proposal; and/or
(bB) enter into, participate, facilitate and maintain participate in discussions or negotiations with, and otherwise cooperate with or assist, the person Person making such Acquisition Proposal; and/or
(C) waive any standstill provision or agreement that would otherwise prohibit such person from making an Acquisition Proposal, provided that Brazauro Levon shall not, and shall not allow its Representatives to, disclose any non-public information with respect to Brazauro Levon to such person Person
(i) if such non non-public information has not been previously provided to, or is not concurrently provided to, EldoradoSciVac; and (ii) without Brazauro entering into a confidentiality and standstill agreement with (if one has not already been entered into) which is customary in such person containing terms situations and conditions that are customary for such agreements in the mining industry, but in which is no case that are less favourable to Levon and no more favourable to such person the counterparty than those found the confidentiality and standstill provisions contained in the Confidentiality Agreement (an “Acceptable Confidentiality Agreement”); and (iii) without providing a copy of such confidentiality agreement to SciVac.
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Sources: Arrangement Agreement