Common use of Notwithstanding Sections 7 Clause in Contracts

Notwithstanding Sections 7. 2.1 and 7.2.2 and any other provision of this Agreement or of any other agreement between Randgold and Moto, if at any time following the date of this Agreement and prior to obtaining the Securityholder Approval of the Arrangement Resolution at the Moto Meeting, Moto receives a bona fide, written Acquisition Proposal that the Moto Board determines in good faith, after consultation with its financial advisors and outside counsel, constitutes or, if consummated in accordance with its terms (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 be a Superior Proposal, then Moto may, provided it is in compliance with Sections 7.2.2 and 7.2.4: (a) furnish information with respect to Moto and its subsidiaries to the person making such Acquisition Proposal; (b) enter into, participate, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the person making such Acquisition Proposal; and/or (c) waive any standstill provision or agreement that would otherwise prohibit such person from making such Acquisition Proposal; provided that Moto shall not, and shall not allow its Representatives to, disclose any non-public information with respect to Moto to such person (i) if such non public information has not been previously provided to, or is not concurrently provided to, Randgold; and (ii) without entering into an agreement with such person substantially in the form of the Confidentiality Agreement containing terms that are no more favourable to such person than those found in the Confidentiality Agreement.