Common use of Responding to an Acquisition Proposal Clause in Contracts

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. (1) . Notwithstanding anything in this Agreement to the contrarySection 5.1, if at any time prior to obtaining the approval of the Arrangement Resolution at the Company MeetingResolution, the Company or any of its Subsidiaries or any of its or their respective Representatives receives from a Person a bona fide written Acquisition Proposal (including, for greater certainty, a variation or other amendment to an Acquisition Proposal), or any proposal that could constitute or lead to an Acquisition Proposal, that was not not, directly or indirectly, solicited, initiated, knowingly encouraged or otherwise knowingly facilitated in violation of Section 5.1(1)(a)5.1, the Company and its Representatives may, in response to such Acquisition Proposal, : (i) furnish information with respect to the Company or and its Subsidiaries or relating to such Acquisition Proposal in response to a request therefor by any such Person 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. (1) Notwithstanding anything in this Agreement to the contrarySection 5.1, if at any time prior to obtaining the approval of the Arrangement Resolution at the Company MeetingResolution, the Company or any of its Subsidiaries or any of its or their respective Representatives receives from a Person a bona fide written Acquisition Proposal (including, for greater certainty, a variation or other amendment to an Acquisition Proposal), or any proposal that could constitute or lead to an Acquisition Proposal, that was not not, directly or indirectly, solicited, initiated, knowingly encouraged or otherwise knowingly facilitated in violation of Section 5.1(1)(a)5.1, the Company and its Representatives may, in response to such Acquisition Proposal, : (i) furnish information with respect to the Company or and its Subsidiaries or relating to such Acquisition Proposal in response to a request therefor by any such Person Person; and (ii) engage in or participate in discussions or negotiations with any such Person regarding such Acquisition Proposal, if and only if: