Common use of Subsequent Acquisition Transaction Clause in Contracts

Subsequent Acquisition Transaction. If, within 120 days after the date of the Offer, the Offer has been accepted by Shareholders holding not less than 90% of the outstanding Target Shares as at the Expiry Time, excluding Target Shares held at the date of the Offer by or on behalf of the Offeror, or an affiliate or an associate (as such term is defined in the OSA) of the Offeror, the Offeror may, at its option, acquire the remainder of the Target Shares from those Shareholders who have not accepted the Offer pursuant to Part 16 of the YBCA. If that statutory right of acquisition is not available or the Offeror chooses not to avail itself of such statutory right of acquisition, the Offeror currently intends to pursue other means of acquiring the remaining Target Shares not tendered to the Offer, although the Offeror shall not be under any obligation to do so. The Target agrees that, in the event the Offeror takes up and pays for Target Shares tendered under the Offer in such number that satisfies at least the Minimum Tender Condition, it will assist the Offeror in connection with any proposed amalgamation, statutory arrangement, merger, reorganization, amendment to articles, consolidation, capital reorganization or other transaction involving the Target, and/or its Subsidiaries, and the Offeror or an affiliate of the Offeror, that the Offeror may, in its sole discretion, undertake to pursue (a “Subsequent Acquisition Transaction” which, for the purposes of this Agreement, shall include a compulsory acquisition under Part 16 of the YBCA) to acquire the remaining Target Shares.