Common use of Responding to an Acquisition Proposal Clause in Contracts

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 or any other agreement between the Parties5.1, if at any time, prior to obtaining the Required Approvalapproval by Company Shareholders of the Arrangement Resolution, the Company receives an unsolicited a written Acquisition Proposal, the Company and its Representatives may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal Proposal, and may provide copies of, access to or disclosure of confidential information, properties, facilities, books or records of the Company or and its SubsidiariesSubsidiaries if, if and only if:

Responding to an Acquisition Proposal. (1a) Notwithstanding Section 5.1 or any other agreement between the Parties5.1, if at any time, prior to obtaining the Required Approvalapproval by the Company Participating Shareholders of the Arrangement Resolution, the Company receives an unsolicited a bona fide written Acquisition ProposalProposal that was not solicited in contravention of Section 5.1, 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 or any other agreement between the Parties5.1, if at any time, prior to obtaining the Required Approval, the Company receives an unsolicited a 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 SubsidiariesSubsidiaries to such Person, if and only if:

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1 or any other agreement between the Parties5.1, if at any time, time prior to obtaining the Required Approvalapproval of the Shareholders of the Arrangement Resolution, 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 SubsidiariesSubsidiaries to such Person, if and only if:

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1 or any other agreement between the Parties5.1, if at any time, time prior to obtaining the Required Approvalapproval of the Common Shareholders of the Arrangement Resolution, the Company receives an unsolicited a written Acquisition Proposal, the Company and its Representatives may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal 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 or any other agreement between the Parties5.1, 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. (1a) Notwithstanding Section 5.1 or any other agreement between the Parties5.1, if at any time, prior to obtaining the Required Approvalapproval by the Company Shareholders of the Arrangement Resolution, the Company receives an unsolicited a bona fide written Acquisition Proposal, the Company and its Representatives may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal Proposal, and may provide such Person 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 or any other agreement between the Parties5.1, if at any time, time prior to obtaining the Required Approvalapproval by the Affected Securityholders of the Arrangement Resolution, the Company receives an unsolicited a written Acquisition Proposal, the Company and its Representatives may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal Proposal, and may provide copies of, access to or disclosure of confidential information, properties, facilities, books or records of the Company or its SubsidiariesCompany, if and only if:

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1 or any other agreement between the Parties5.1, if at any time, time prior to obtaining the Required Approval, the Company receives an unsolicited a written Acquisition Proposal, the Company and its Representatives may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal 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 or any other agreement between the Parties5.1, 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 SubsidiariesSubsidiaries to such Person, if and only if:

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1 or any other agreement between the Parties5.1, if at any time, time following the date of this Agreement and prior to obtaining the Required Approval, Securityholder Approval at the Company Meeting the Corporation receives an unsolicited written Acquisition Proposal, the Company and its Representatives Corporation may engage in or participate in discussions or negotiations with such the relevant Person regarding such Acquisition Proposal Proposal, and may provide copies of, access to or disclosure of confidential informationinformation relating to the assets, properties, facilities, books or and records of the Company Corporation or any of its Subsidiaries, if and only if:

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1 or any other agreement between the PartiesParties (including the Confidentiality Agreement), if at any time, time prior to obtaining the Required Approval, the Company receives an unsolicited a written Acquisition ProposalProposal (which has not be solicited in violation of this Agreement), the Company and its Representatives may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal 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 or any other agreement between the Parties5.1, if at any time, prior to obtaining the Required Approvalapproval by the Company Shareholders of the Arrangement Resolution, the Company receives an unsolicited a written Acquisition Proposal, the Company and its Representatives may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal 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 or any other agreement between the Parties5.1(1), if at any time, time following the date of this Agreement and prior to obtaining the Required Approval, Shareholder Approval at the Company Meeting the Corporation receives an unsolicited written Acquisition Proposal, the Company and its Representatives Corporation may engage in or participate in discussions or negotiations with such the relevant Person regarding such Acquisition Proposal Proposal, and may provide copies of, access to or disclosure of confidential information, disclosure relating to the properties, facilities, books or and records of the Company Corporation or any of its Subsidiaries, Joint Ventures or Investments, if and only if:

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1 or any other agreement between the Parties5.1, if at any time, time prior to obtaining the Required Approvalapproval of the Common Shareholders of the Arrangement Resolution, the Company receives an unsolicited a written Acquisition Proposal, the Company and its Representatives may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal Proposal, and may provide copies of, access to or disclosure of confidential information, properties, facilities, books or records of the Company or its SubsidiariesCompany, if and only if:

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1 or any other agreement between the Partiesprovision of this Agreement, if at any time, prior to obtaining the Required Approvalapproval by the Shareholders and Optionholders of the Arrangement Resolution, the Company receives an unsolicited a written Acquisition Proposal, the Company and its Representatives may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal Proposal, and may provide copies of, access to or disclosure of confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries, if and only if:

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1 or any other agreement between the Parties5.1, if at any time, prior to obtaining the Required Approvalapproval by the Securityholders of the Arrangement Resolution, the Company receives an unsolicited a written Acquisition Proposal, the Company and its Representatives may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal 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 5.1, or any other agreement between the PartiesParties or between the Company and any other Person, including the Confidentiality Agreement, if at any time, time prior to obtaining the Required Shareholder 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 Proposal, and may provide copies of, access to or disclosure of confidential information, properties, facilities, or books or and records of the Company or any of its Subsidiaries, if and only if:

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1 or any other agreement between the Parties5.1, if at any time, time prior to obtaining the Required ApprovalShareholder Approvals, the Company receives an unsolicited a written Acquisition ProposalProposal from a Person, the Company and its Representatives may engage in or participate in discussions or negotiations with with, and furnish access to, and make disclosure of, confidential information relating to the Company and its Subsidiaries to, 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: