Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1 or any other agreement between the Parties, if at any time, prior to obtaining the Required Approval, the Company receives an unsolicited written Acquisition Proposal, the Company and its Representatives may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal and may provide copies of, access to or disclosure of confidential information, properties, facilities, books or records of the Company or its Subsidiaries, if and only if:
Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1, if at any time prior to obtaining the approval of the Arrangement Resolution, the Company receives from a Person a bona fide written Acquisition Proposal that was not, directly or indirectly, solicited, initiated, knowingly encouraged or otherwise facilitated in violation of Section 5.1, the Company may, in response to such Acquisition Proposal: (i) furnish information with respect to the Company in response to a request therefor by such Person; and (ii) engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, if and only if:
Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1, or any other agreement between the Parties or between Corporation and any other Person, including the Non-Disclosure Agreement, if at any time, prior to obtaining the Required Shareholder Approval, Corporation receives a bona fide written Acquisition Proposal that did not result from any breach of Section 5.1, Corporation may (a) contact the Person making such Acquisition Proposal and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal, and (b) engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of confidential information of Corporation or any of its Subsidiaries, if, in the case of this clause (b):
Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1, if at any time, prior to obtaining the approval by Phivida Shareholders of the Arrangement Resolution, a Notified Party receives a written Acquisition Proposal, the Notified Party may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of confidential information, properties, facilities, books or records of the Notified Party and its Subsidiaries if, and only if:
Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1 or any other provision of this Agreement, or any other agreement between the Parties or between the Company and any other Person, if at any time prior to obtaining the approval of the Company Shareholders of the Arrangement Resolution, the Company receives an Acquisition Proposal, the Company may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and, subject to the Company (i) entering into a confidentiality and standstill agreement with such Person (if one has not already been entered into) containing terms that are no less favourable to the Company in the aggregate than those contained in the Confidentiality Agreement and may not restrict the Company from complying with this Article 5 (it being understood and agreed that such confidentiality and standstill agreement need not restrict the making of an Acquisition Proposal or related communications to the Company or the Board), and (ii) concurrently providing the Purchaser with access to any information that was provided to such Person and not previously provided to the Purchaser and (iii) promptly providing the Purchaser with a true, complete and final executed copy of such confidentiality and standstill agreement (if entered into after the date hereof), may provide copies of, access to or disclosure of information, properties, facilities, Books or Records of the Company or its Subsidiaries, if:
Responding to an Acquisition Proposal. (1) Notwithstanding anything in this Agreement to the contrary, if at any time prior to obtaining the approval of the Arrangement Resolution at the Company Meeting, the Company or any of its Subsidiaries or any of its or their respective Representatives receives from a Person a written Acquisition Proposal that was not solicited, initiated, knowingly encouraged or otherwise knowingly facilitated in violation of Section 5.1(1)(a), the Company may, in response to such Acquisition Proposal, (i) furnish information with respect to the Company or its Subsidiaries or relating to such Acquisition Proposal in response to a request therefor by any such Person and (ii) engage in or participate in discussions or negotiations with any such Person regarding such Acquisition Proposal, if and only if:
Responding to an Acquisition Proposal. Notwithstanding Section 5.1, or any other agreement between the Parties or between the Company and any other Person, if, at any time prior to obtaining the approval of the Shareholders of the Arrangement Resolution, the Company receives a bona fide Acquisition Proposal, the Company and its Representatives may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and, subject to entering into a confidentiality and standstill agreement with such Person containing terms that are not materially less favourable to the Company than those contained in the Confidentiality Agreement (it being understood and agreed that such confidentiality and standstill agreement need not restrict the making of a confidential Acquisition Proposal and related communications to the Company or the Board), a copy of which shall be provided to the Purchaser prior to providing such Person with any such copies, access or disclosure, and provided further that such confidentiality and standstill agreement will not contain any exclusivity provision or other term that would restrict, in any manner, the Company’s ability to consummate the transactions contemplated hereby or to comply with its disclosure obligations to the Purchaser pursuant to this Agreement, and any such copies, access or disclosure provided to such Person will have already been, or will substantially concurrently be, provided to the Purchaser, the Company and its Representatives may provide copies of, access to or disclosure of information, properties, facilities, books or records of the Company or the Subsidiary, if and only if:
Responding to an Acquisition Proposal. (1) Notwithstanding any provision of this Agreement, if at any time following the date of this Agreement and prior to, in the case of Engine Gaming, the approval of the Engine Gaming Resolution by the Engine Gaming Shareholders, and, in the case of GameSquare, the approval of the GameSquare Arrangement Resolution by the GameSquare Shareholders, a Party receives an Acquisition Proposal that did not result from a breach of this Article 5 (it being understood that a Party will not be in breach of this Article 5 if such Party or its Representatives contact the Person who has made an Acquisition Proposal for the sole purpose of clarifying the terms and conditions of such Acquisition Proposal), such Party and its Representatives may engage in or participate in discussions or negotiations regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of information, properties, facilities, books or records of such Party or its Subsidiaries to the person or persons making such Acquisition Proposal, if and only if:
Responding to an Acquisition Proposal. (a) Notwithstanding Section 16 and any other provision of this Agreement, if at any time following the date of this Agreement and prior to obtaining the Vitran Required Vote, Vitran receives an unsolicited written Acquisition Proposal that is not in breach of any confidentiality or standstill agreement between Vitran or any of the Vitran Subsidiaries and the Person making such Acquisition Proposal, Vitran may contact the Person making such Acquisition Proposal and its representatives to clarify the terms and conditions of such Acquisition Proposal and the likelihood of consummation so as to determine whether such proposal is, or could reasonably be expected to lead to, a Superior Proposal. If the directors of Vitran thereafter determine in good faith, after consultation with Vitran’s financial advisors and outside legal counsel, (disregarding, for the purposes of any such determination, any term of such Acquisition Proposal that provides for a due diligence investigation and/or a financing condition) constitutes or could reasonably be expected to constitute a Superior Proposal, then, following compliance with Section 17(b), Vitran may:
Responding to an Acquisition Proposal. (1) Notwithstanding any provision of this Agreement, if at any time following the date of this Agreement and prior to, in the case of Tilray, the approval of the Tilray Resolutions by the Tilray Shareholders, and, in the case of Aphria, the approval of the Arrangement Resolution by the Aphria Shareholders, a Party receives an Acquisition Proposal that did not result from a breach of this Article 5 (it being understood that a Party will not be in breach of this Article 5 if such Party or its Representatives contact the Person who has made an Acquisition Proposal for the sole purpose of clarifying the terms and conditions of such Acquisition Proposal), such Party and its Representatives may engage in or participate in discussions or negotiations regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of information, properties, facilities, books or records of such Party or its Subsidiaries to the person or persons making such Acquisition Proposal, if and only if:
