Common use of Superior Proposal Clause in Contracts

Superior Proposal. Prior to obtaining the Required Shareholder Approval, the Board authorizes the Company, in accordance with and subject to the terms and conditions of this Agreement, to enter into a written agreement (other than an Acceptable Confidentiality Agreement) with respect to a Superior Proposal, provided that the Company is not in breach of Article 5 and that prior to or concurrent with such termination the Company pays the Termination Fee in accordance with Section 8.2;

Superior Proposal. Prior to obtaining the Required Shareholder Approval, the Board authorizes the CompanyCorporation, in accordance with and subject to the terms and conditions of this Agreement, to enter into a written agreement (other than an Acceptable Confidentiality Agreementa confidentiality and standstill agreement permitted by and in accordance with Section 5.3) with respect to a Superior Proposal, provided that the Company Corporation is not in breach of Article 5 and that prior to or concurrent with such termination the Company Corporation pays the Termination Fee in accordance with Section 8.2;

Superior Proposal. Prior to obtaining the receipt of the Required Shareholder Approval, the Board (or any special committee thereof) authorizes the Company, in accordance with and subject to the terms and conditions of this Agreement, Corporation to enter into a definitive written agreement (other than an Acceptable Confidentiality Agreementa confidentiality and standstill agreement permitted by and in accordance with Section 5.3) with respect to a Superior Proposal, provided that the Company Corporation is not then in breach of compliance in all material respects with Article 5 and that prior to or concurrent with such termination the Company Corporation pays the Termination Fee in accordance with Section 8.2;.

Superior Proposal. Prior to obtaining the Required Shareholder Approval, the Board authorizes the Company, in accordance with and subject to the terms and conditions of this Agreement, Corporation to enter into a definitive written agreement (other than an Acceptable Confidentiality Agreementa confidentiality agreement as permitted by Section 5.3(1)(d)) with respect to a any Superior ProposalProposal in accordance with the provisions of Section 5.2(1)(b) and Section 5.4(1), provided that the Company Corporation is not then in breach of material compliance with Article 5 and that prior to or concurrent with such termination the Company Corporation pays the Corporation Termination Fee in accordance with Section 8.2;7.3; or

Superior Proposal. Prior to obtaining the receipt of the Required Shareholder Approval, the Board (or any special committee thereof) authorizes the Company, in accordance with and subject to the terms and conditions of this Agreement, Corporation to enter into a definitive written agreement (other than an Acceptable Confidentiality Agreementa confidentiality and standstill agreement permitted by and in accordance with Section 5.3) with respect to a Superior Proposal, provided that the Company is Superior Proposal did not in result from or involve a breach of Article 5 5, and that prior to or concurrent with such termination the Company Corporation pays the Termination Fee in accordance with Section 8.2;.

Superior Proposal. Prior to obtaining the Required Shareholder Approval, the Board authorizes the CompanyCorporation, in accordance with and subject to the terms and conditions of this Agreement, to enter into a written agreement (other than an Acceptable Confidentiality Agreementa confidentiality and standstill agreement permitted by and in accordance with Section 5.3) with respect to a Superior Proposal, provided that the Company Corporation is not then in breach of compliance with Article 5 and that prior to or concurrent with such termination the Company Corporation pays the Termination Fee in accordance with Section 8.2;

Superior Proposal. Prior to obtaining the Required Shareholder Approvalapproval by Shareholders of the Arrangement Resolution, the Board authorizes the Company, in accordance with and subject to the terms and conditions of this Agreement, Corporation to enter into a written agreement (other than an Acceptable Confidentiality Agreementa confidentiality agreement permitted by and in accordance with Section 5.3) with respect to a Superior Proposal, provided that the Company Corporation is not then in breach of compliance with Article 5 and that and, prior to or concurrent with such termination the Company termination, Corporation pays the Termination Fee in accordance with Section 8.2;; or

Superior Proposal. Prior to obtaining receipt of the Required Shareholder Approval, the Board of Directors authorizes the Company, in accordance with and subject to the terms and conditions of this Agreement, Company to enter into a written definitive agreement (other than an Acceptable Confidentiality Agreement) with respect to concerning a Superior Proposal, Proposal in accordance and compliance with ‎Section 5.1 (with such agreement being entered into substantially concurrently with the valid termination of this Agreement); provided that the Company is not in breach of Article 5 and that prior to or concurrent concurrently with such termination termination, the Company pays the Company Termination Fee in accordance with Section payable pursuant to ‎Section 8.2;.

Superior Proposal. Prior to obtaining the receipt of the Required Shareholder Approval, the Board (or any special committee thereof) authorizes the Company, in accordance with and subject to the terms and conditions of this Agreement, Corporation to enter into a definitive written agreement (other than an Acceptable Confidentiality Agreementa confidentiality and standstill agreement permitted by and in accordance with Section 5.3) with respect to a Superior Proposal, provided that the Company is Superior Proposal did not in result from or involve a breach of Article 5 5, and that prior to or concurrent with such termination the Company Corporation pays the Termination Fee in accordance with Section 8.2;. 50

Superior Proposal. Prior to obtaining receipt of the Required Shareholder Approval, the Board of Directors authorizes the Company, in accordance with and subject to the terms and conditions of this Agreement, Company to enter into a written definitive agreement (other than an Acceptable Confidentiality Agreement) with respect to concerning a Superior Proposal, Proposal in accordance and compliance with Section 5.1 (with such agreement being entered into substantially concurrently with the valid termination of this Agreement); provided that the Company is not in breach of Article 5 and that prior to or concurrent concurrently with such termination termination, the Company pays the Company Termination Fee in accordance with payable pursuant to Section 8.2;.

Superior Proposal. Prior to obtaining the Required Shareholder Approval, the Board (based upon, amongst other things, the recommendation of the Special Committee) authorizes the Company, in accordance with and subject to the terms and conditions of this Agreement, to enter into a definitive written agreement (other than an Acceptable Confidentiality Agreement) with respect to a Superior Proposal, provided that the Company is not in breach of Article 5 and that prior to or concurrent with such termination the Company pays the Termination Fee in accordance with Section 8.2;