Common use of Takeover Notification Clause in Contracts

Takeover Notification. (a) If the Borrower wishes to utilize Drawdowns under the Credit Facility to make a take-over bid (as defined under applicable securities laws) which is unsolicited (a “Takeover”), then either: (i) the Borrower shall provide to the Agent evidence satisfactory to the Agent (acting reasonably) of the agreement of the board of directors or its equivalent of the Person that is the target of the Takeover approving the Takeover; or (ii) the following steps shall be followed: (A) at least five Banking Days prior to the delivery of any Notice of Drawdown requesting Drawdowns intended to be utilized for such Takeover, the president, chief financial officer, any vice president, the treasurer or general counsel of the Borrower shall advise a senior official of each Lender and the Agent (designated by each Lender and the Agent at the particular time for such purpose) of the particulars of such Takeover in sufficient detail to enable each Lender to determine whether it has an actual conflict of interest if Drawdowns from such Lender are utilized by the Borrower for such Takeover; and (B) within three Banking Days of being so advised: (1) if a Lender shall not have notified the Borrower and the Agent that an actual conflict of interest exists (such determination to be made by each Lender in the exercise of its sole discretion having regard to such considerations as it deems appropriate), such Lender shall be deemed to have no such actual conflict of interest; or (2) if a Lender has notified the Borrower and the Agent within such period of three Banking Days that such an actual conflict of interest exists, then upon the Borrower and the Agent being so notified, such Lender shall have no obligation to provide Drawdowns to finance such Takeover notwithstanding any other provision of this Agreement to the contrary. (b) If any notification has been made by a Lender pursuant to Section 2.10(a)(ii)(B)(2), then, except as provided in Section 2.10(c) below, Pro Rata Shares of any Advances made to finance the Takeover in respect of which such notice was given shall be determined without reference to the Commitments of such Lender; and any such notification by a given Lender shall not relieve any other Lender of any of its obligations hereunder, provided that, for certainty, no Lender shall be obligated by this Section to make or provide Advances in excess of its Commitments. (c) If the conflict of interest giving rise to a notification under Section 2.10(a)(ii)(B)(2) ceases to exist (whether by successful completion of the Takeover or otherwise), then the Lender giving such notification shall, on the next Rollover or Conversion of or, in the case of a Prime Loan or a USBR Loan, the next Interest Payment Date for, the Advances made to finance the relevant Takeover, purchase, and the other Lenders shall on a rateable basis sell and assign to such Lender, portions of such Advances equal in total to the notifying Lender’s Pro Rata Share thereof without regard to Sections 2.10(a) and 2.10(b).

Takeover Notification. (a) If the Borrower wishes to utilize any Drawdowns under the Credit Facility to make finance in whole or in part a take-over bid (as defined under applicable securities laws) which is unsolicited (a “Takeover”), then either: (i) the Borrower shall provide to the Agent evidence satisfactory to the Agent (acting reasonably) of the agreement of the board of directors or its equivalent of the Person person that is the target of the Takeover approving the Takeover; or (ii) the following steps shall be followed: (A) at least five seven Banking Days prior to the delivery of any Notice of Drawdown notice to the Agent pursuant to Section 2.3 requesting Drawdowns intended to be utilized for such Takeover, the president, chief financial officer, any vice president, the treasurer or general counsel a senior officer of the Borrower shall advise a senior official of each Lender and the Agent (designated by each Lender and the Agent at the particular time for such purpose) of the particulars of such Takeover in sufficient detail to enable each Lender to determine whether it has an actual a conflict of interest if Drawdowns from such Lender are utilized by the Borrower for such Takeover, and the Agent shall promptly ensure that a Vice President of each Lender (or such other senior officer of such Lender as may be designated by such Lender to the Agent from time to time) is advised of such information; and (B) within three five Banking Days of being so advised: (1) if a Lender shall not have notified the Borrower and the Agent that an actual conflict of interest exists (such determination to be made by each Lender in the exercise of its sole discretion having regard to such considerations as it deems appropriate), such Lender shall be deemed to have no such actual conflict of interest; or (2) if a Lender has notified the Borrower and the Agent within such period of three Banking Days that such an actual conflict of interest exists, then upon the Borrower and the Agent being so notified, such Lender shall have no obligation to provide Drawdowns to finance such Takeover notwithstanding any other provision of this Agreement to the contrary. (b) If any notification has been made by a Lender pursuant to Section 2.10(a)(ii)(B)(2(1), then, except as provided in Section 2.10(c) below, Pro Rata Shares of any Advances Drawdowns made to finance the Takeover in respect of which such notice was given shall be determined without reference to the Commitments of such Lender; and any . Any such notification given by a given Lender shall not relieve any other Lender of any of its obligations hereunder, provided that, for certainty, that no Lender shall be obligated by this Section to make or provide Advances Drawdowns in excess of its CommitmentsCommitment. (c) If the conflict of interest giving rise to a notification under Section 2.10(a)(ii)(B)(2(1) ceases to exist (whether by successful completion of the Takeover or otherwise), then the Lender giving such notification shall, on the next Rollover or Conversion of or, in the case of a Prime Loan or a USBR Loan, the next Interest Payment Date for, the Advances Loans made to finance the relevant Takeover, purchase, and the other Lenders shall on a rateable basis sell and assign to such Lender, portions of such Advances equal in total to the notifying Lender’s Pro Rata Share thereof without regard to Sections 2.10(a) and 2.10(b).

Takeover Notification. (a) If the Borrower wishes to utilize Drawdowns under Borrowings to offer to, or to provide funds to any Subsidiary to, acquire or offer to acquire directly or indirectly (which shall include an offer to purchase securities, solicitation of an offer to sell securities, an acceptance of an offer to sell securities, whether or not the Credit Facility offer to make sell was solicited, or any combination of the foregoing) outstanding securities of any Person (other than: (i) a take-over bid (private company as defined under applicable securities lawsthe Securities Act (Alberta); (ii) a corporation whose shares are directly or indirectly held by one Person; or (iii) a Person in respect of which is unsolicited (a “Takeover”), then either: (i) the Borrower shall provide has provided, prior to the Agent utilization of any Borrowings, evidence satisfactory to the Agent (acting reasonably) Majority Lenders of the agreement of the board of directors or like body of such Person approving the acquisition by the Borrower or such Subsidiary (which shall be wholly-owned, directly or indirectly by the Borrower)) (the "Target") where, as of the date of the offer to acquire, the securities that are subject to the offer to acquire, together with the securities of such Person that are beneficially owned, or over which control or direction is exercised, by the Borrower or its equivalent Subsidiaries and any Person acting jointly or in concert with any thereof on the date that the offer to acquire is made, constitute in the aggregate ten percent (10%) or more of all of the outstanding securities of that class of securities of the Person that or are likely to result in a change in the voting control of such Person, if it is the target of the Takeover approving the a publicly traded corporation (a "Takeover; or"), then: (iia) Lender Consents: the following steps shall be followedtaken: (Ai) at least five Banking seven (7) Business Days prior to the delivery of any Notice of Drawdown notice to the Administrative Agent pursuant to Section 3.5 requesting Drawdowns Accommodations intended to be utilized for such Takeover, the president, chief financial officer, any vice presidentPresident, the treasurer Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer or general counsel the Treasurer of the Borrower shall advise a senior official the Administrative Agent (who shall promptly advise an appropriate officer of each Lender and the Agent (designated by each Lender and the Agent at the particular time for such purposeLender) of the particulars of such Takeover in sufficient detail to enable each Lender to determine whether it has an actual conflict will consent to the use of interest if Drawdowns Accommodations from such Lender are utilized by the Borrower for such Takeover; and; (Bii) within three Banking five (5) Business Days of being so advised: (1) if a , each Lender shall not have notified notify the Borrower and Administrative Agent of such Lender's determination as to whether it consents to the Agent that an actual conflict use of interest exists Accommodations from such Lender for such Takeover (such determination to be made by each such Lender in the exercise of its sole discretion having regard to such considerations as it deems appropriate), provided that in the event such Lender does not so notify the Administrative Agent within such five (5) Business Day period, such Lender shall be deemed to have no such actual conflict of interestnotified the Administrative Agent that it does not so consent; orand (2iii) if a Lender has notified the Administrative Agent shall promptly notify the President, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer or the Treasurer of the Borrower of each Lender's determination or deemed determination; and in the Agent within event that any Lender does not, or is deemed to not, provide such period of three Banking Days that such an actual conflict of interest existsconsent, then upon the Borrower and Administrative Agent so notifying the Agent being so notifiedBorrower, such Lender shall have no obligation to provide Drawdowns to finance Accommodations for such Takeover notwithstanding any other provision of this 9617679.9 Agreement to the contrary. ; provided, however, that each other Lender (ba "Takeover Lender") If any notification has been made by a Lender pursuant to Section 2.10(a)(ii)(B)(2)which does so consent shall have an obligation, then, except as provided in Section 2.10(c) below, Pro Rata Shares of any Advances made to finance the Takeover in respect of which such notice was given shall be determined without reference up to the Commitments amount of its Commitment, to provide Accommodations for such Lender; Takeover, and any such notification by a given Lender shall not relieve any other Lender of any of its obligations hereunder, Accommodations provided that, for certainty, no Lender such Takeover shall be obligated provided by this Section each Takeover Lender in accordance with the ratio that its Applicable Percentage under the applicable Facility bears to make or provide Advances in excess of its Commitments. (c) If the conflict of interest giving rise to a notification under Section 2.10(a)(ii)(B)(2) ceases to exist (whether by successful completion aggregate of the Applicable Percentages of all the Takeover or otherwise), then the Lender giving Lenders under such notification shall, on the next Rollover or Conversion of or, in the case of a Prime Loan or a USBR Loan, the next Interest Payment Date for, the Advances made to finance the relevant Takeover, purchase, and the other Lenders shall on a rateable basis sell and assign to such Lender, portions of such Advances equal in total to the notifying Lender’s Pro Rata Share thereof without regard to Sections 2.10(a) and 2.10(b).Facility; and

Takeover Notification. (a1) If In the event the Borrower wishes to utilize Drawdowns under the Credit Facility to, or to make provide funds to any Subsidiary to, finance a take-over bid (as defined under applicable securities laws) which is unsolicited (a “Takeover”), Hostile Acquisition then either: (i) the Borrower shall provide to the Agent evidence satisfactory to the Agent (acting reasonably) of the agreement of the board of directors or its equivalent of the Person that is the target of the Takeover approving the Takeover; or (ii) the following steps shall be followed: (Aa) at least five 5 Banking Days prior to the delivery of any Notice of Drawdown notice to the Agent pursuant to Section 2.7 requesting Drawdowns intended to be utilized for such TakeoverHostile Acquisition, the president, chief financial officer, any vice president, the president and treasurer or general counsel of the Borrower shall advise a senior official of each Lender and the Agent (designated by each Lender and the Agent at the particular time for such purpose) of the particulars of such Takeover Hostile Acquisition in sufficient detail to enable each Lender to determine whether it has an actual conflict of interest if Drawdowns from such Lender are utilized by the Borrower for such TakeoverHostile Acquisition; and (Bb) within three 3 Banking Days of being so advised: (1i) if a Lender shall not have notified the Borrower and the Agent that an actual conflict of interest exists (such determination to be made by each Lender in the exercise of its sole discretion having regard to such considerations as it deems appropriate), such Lender shall be deemed to have no such actual conflict of interest; or (2ii) if a Lender has notified the Borrower and the Agent within such period of three 3 Banking Days that such an actual conflict of interest exists, then upon the Borrower and the Agent being so notified, such Lender shall have no obligation to provide Drawdowns directly or indirectly to finance such Takeover Hostile Acquisition notwithstanding any other provision of this Agreement to the contrary. (b2) If any notification has been made by a Lender pursuant to Section 2.10(a)(ii)(B)(22.19(1)(b)(ii), then, except as provided in Section 2.10(c2.19(3) below, Pro Rata Shares Rateable Portions of any Advances Loans made to finance the Takeover Hostile Acquisition in respect of which such notice was given shall be determined without reference to the Commitments Commitment of such Lender; and any such notification by a given Lender shall not relieve any other Lender of any of its obligations hereunder, provided that, for certainty, no Lender shall be obligated by this Section to make or provide Advances Loans in excess of its CommitmentsCommitment. (c3) If the conflict of interest giving rise to a notification under Section 2.10(a)(ii)(B)(22.19(1)(b)(ii) ceases to exist (whether by successful completion of the Takeover Hostile Acquisition or otherwise), then the Lender giving such notification shall, on the next Rollover Rollover, Conversion or Conversion of or, in the case of a Prime Loan or a USBR Loan, the next Interest Payment Date for, the Advances Loans made to finance the relevant TakeoverHostile Acquisition, purchase, and the other Lenders shall on a rateable basis sell and assign to such Lender, portions of such Advances Loans equal in total to the notifying Lender’s Pro Rata Share Rateable Portion thereof without regard to Sections 2.10(a2.19(1) and 2.10(b2.19(2).

Takeover Notification. (a1) If In the event the Borrower wishes to utilize Drawdowns under the Credit Facility to, or to make provide funds to any Subsidiary to, finance a take-over bid (as defined under applicable securities laws) which is unsolicited (a “Takeover”), Hostile Acquisition then either: (i) the Borrower shall provide to the Agent evidence satisfactory to the Agent (acting reasonably) of the agreement of the board of directors or its equivalent of the Person that is the target of the Takeover approving the Takeover; or (ii) the following steps shall be followed: (Aa) at least five 5 Banking Days prior to the delivery of any Notice of Drawdown notice to the Agent pursuant to Section 2.7 requesting Drawdowns intended to be utilized for such TakeoverHostile Acquisition, the president, chief financial officer, any vice president, the president and treasurer or general counsel of the Borrower shall advise a senior official of each Lender and the Agent (designated by each Lender and the Agent at the particular time for such purpose) of the particulars of such Takeover Hostile Acquisition in sufficient detail to enable each Lender to determine whether it has an actual conflict of interest if Drawdowns from such Lender are utilized by the Borrower for such TakeoverHostile Acquisition ; and (Bb) within three 3 Banking Days of being so advised: (1i) if a Lender shall not have notified the Borrower and the Agent that an actual conflict of interest exists (such determination to be made by each Lender in the exercise of its sole discretion having regard to such considerations as it deems appropriate), such Lender shall be deemed to have no such actual conflict of interest; or (2ii) if a Lender has notified the Borrower and the Agent within such period of three 3 Banking Days that such an actual conflict of interest exists, then upon the Borrower and the Agent being so notified, such Lender shall have no obligation to provide Drawdowns directly or indirectly to finance such Takeover Hostile Acquisition notwithstanding any other provision of this Agreement to the contrary. (b2) If any notification has been made by a Lender pursuant to Section 2.10(a)(ii)(B)(22.20(1)(b)(ii), then, except as provided in Section 2.10(c2.20(3) below, Pro Rata Shares Rateable Portions of any Advances Loans made to finance the Takeover Hostile Acquisition in respect of which such notice was given shall be determined without reference to the Commitments Commitment of such Lender; and any such notification by a given Lender shall not relieve any other Lender of any of its obligations hereunder, provided that, for certainty, no Lender shall be obligated by this Section to make or provide Advances Loans in excess of its CommitmentsCommitment. (c3) If the conflict of interest giving rise to a notification under Section 2.10(a)(ii)(B)(22.20(1)(b)(ii) ceases to exist (whether by successful completion of the Takeover Hostile Acquisition or otherwise), then the Lender giving such notification shall, on the next Rollover or Conversion of or, in the case of a Canadian Prime Rate Loan or a USBR U.S. Base Rate Loan, the next Interest Payment Date for, the Advances Loans made to finance the relevant TakeoverHostile Acquisition, purchase, and the other Lenders shall on a rateable basis sell and assign to such Lender, portions of such Advances Loans equal in total to the notifying Lender’s Pro Rata Share Rateable Portion thereof without regard to Sections 2.10(a2.20(1) and 2.10(b2.20(2).

Takeover Notification. (a) If the Borrower wishes to utilize Drawdowns under the Credit Facility to make a take-over bid (as defined under applicable securities laws) which is unsolicited (a “"Takeover”"), then either: (i) the Borrower shall provide to the Agent evidence satisfactory to the Agent (acting reasonably) of the agreement of the board of directors or its equivalent of the Person that is the target of the Takeover approving the Takeover; or (ii) the following steps shall be followed: (A) at least five Banking Days prior to the delivery of any Notice of Drawdown requesting Drawdowns intended to be utilized for such Takeover, the president, chief financial officer, any vice president, the treasurer or general counsel of the Borrower shall advise a senior official of each Lender and the Agent (designated by each Lender and the Agent at the particular time for such purpose) of the particulars of such Takeover in sufficient detail to enable each Lender to determine whether it has an actual conflict of interest if Drawdowns from such Lender are utilized by the Borrower for such Takeover; and (B) within three Banking Days of being so advised: (1) if a Lender shall not have notified the Borrower and the Agent that an actual conflict of interest exists (such determination to be made by each Lender in the exercise of its sole discretion having regard to such considerations as it deems appropriate), such Lender shall be deemed to have no such actual conflict of interest; or (2) if a Lender has notified the Borrower and the Agent within such period of three Banking Days that such an actual conflict of interest existsexists (each such Lender, a "Declining Lender"), then upon the Borrower and the Agent being so notified, such Declining Lender shall have no obligation to provide Drawdowns to finance such Takeover notwithstanding any other provision of this Agreement to the contrary. (b) If any notification has been made by a Declining Lender pursuant to Section 2.10(a)(ii)(B)(2), then, except as provided in Section 2.10(c) below, Pro Rata Shares of any Advances made to finance the Takeover in respect of which such notice was given shall be determined without reference to the Commitments of such Declining Lender; and any such notification by a given Declining Lender shall not relieve any other Lender of any of its obligations hereunder, provided that, for certainty, no Lender shall be obligated by this Section to make or provide Advances in excess of its Commitments. (c) If the conflict of interest giving rise to a notification under Section 2.10(a)(ii)(B)(2) ceases to exist (whether by successful completion of the Takeover or otherwise), then the Declining Lender giving such notification shall, on the next Rollover or Conversion of or, in the case of a Prime Loan or a USBR Loan, the next Interest Payment Date for, the Advances made to finance the relevant Takeover, purchase, and the other Lenders shall on a rateable basis sell and assign to such Declining Lender, portions of such Advances equal in total to the notifying such Declining Lender’s 's Pro Rata Share thereof without regard to Sections 2.10(a) and 2.10(b).

Takeover Notification. (a) If the Borrower wishes to utilize any Drawdowns under the Credit Facility to make finance in whole or in part a take-over bid (as defined under applicable securities laws) which is unsolicited (a “"Takeover”"), then either: (i) the Borrower shall provide to the Agent evidence satisfactory to the Agent (acting reasonably) of the agreement of the board of directors or its equivalent of the Person person that is the target of the Takeover approving the Takeover; or (ii) the following steps shall be followed: (A) at least five seven Banking Days prior to the delivery of any Notice of Drawdown notice to the Agent pursuant to Section 2.3 requesting Drawdowns intended to be utilized for such Takeover, the president, chief financial officer, any vice president, the treasurer or general counsel a senior officer of the Borrower shall advise a senior official of each Lender and the Agent (designated by each Lender and the Agent at the particular time for such purpose) of the particulars of such Takeover in sufficient detail to enable each Lender to determine whether it has an actual a conflict of interest if Drawdowns from such Lender are utilized by the Borrower for such Takeover, and the Agent shall promptly ensure that a Vice President of each Lender (or such other senior officer of such Lender as may be designated by such Lender to the Agent from time to time) is advised of such information; and (B) within three five Banking Days of being so advised: (1) if a Lender shall not have notified the Borrower and the Agent that an actual conflict of interest exists (such determination to be made by each Lender in the exercise of its sole discretion having regard to such considerations as it deems appropriate), such Lender shall be deemed to have no such actual conflict of interest; or (2) if a Lender has notified the Borrower and the Agent within such period of three Banking Days that such an actual conflict of interest exists, then upon the Borrower and the Agent being so notified, such Lender shall have no obligation to provide Drawdowns to finance such Takeover notwithstanding any other provision of this Agreement to the contrary. (b) If any notification has been made by a Lender pursuant to Section 2.10(a)(ii)(B)(2(1), then, except as provided in Section 2.10(c) below, Pro Rata Shares of any Advances Drawdowns made to finance the Takeover in respect of which such notice was given shall be determined without reference to the Commitments of such Lender; and any . Any such notification given by a given Lender shall not relieve any other Lender of any of its obligations hereunder, provided that, for certainty, that no Lender shall be obligated by this Section to make or provide Advances Drawdowns in excess of its CommitmentsCommitment. (c) If the conflict of interest giving rise to a notification under Section 2.10(a)(ii)(B)(2(1) ceases to exist (whether by successful completion of the Takeover or otherwise), then the Lender giving such notification shall, on the next Rollover or Conversion of or, in the case of a Prime Loan or a USBR Loan, the next Interest Payment Date for, the Advances Loans made to finance the relevant Takeover, purchase, and the other Lenders shall on a rateable basis sell and assign to such Lender, portions of such Advances equal in total to the notifying Lender’s 's Pro Rata Share thereof without regard to Sections 2.10(a) and 2.10(b).

Takeover Notification. (a) If In the event a Borrower wishes to utilize Drawdowns Accommodations under the a Credit Facility to make a take-over bid (as defined under applicable securities laws but excluding any takeover bids which are exempt from the formal take-over bid rules under such laws) which is unsolicited or the approval of which has not been publicly announced by the board of directors (or its equivalent) of the Person that is the target of the takeover offer (a “Takeover”), then either: (i) the such Borrower shall provide to the Administrative Agent evidence satisfactory to the Administrative Agent (acting reasonably) of the agreement of the board of directors or its equivalent of the Person that is the target of the Takeover approving the TakeoverTakeover and the Administrative Agent shall, no later than the next Business Day thereafter, provide such evidence to the Lenders under the applicable Credit Facility; or (ii) the following steps shall be followed: (A) at least five Banking (5) Business Days prior to the delivery of any Notice of Drawdown notice to the Administrative Agent pursuant to Article 3, Article 4 or Article 5 requesting Drawdowns Accommodations intended to be utilized for such Takeover, the president, chief financial officer, any vice president, the treasurer or general counsel of the such Borrower shall advise a senior official of each Lender and notify the Administrative Agent (designated by each Lender and the Agent at the particular time for such purpose) of the particulars of such Takeover in sufficient detail to enable each Lender under the applicable Credit Facility to determine whether it has an actual a conflict of financial, economic or other existing business interest if Drawdowns from such Lender are utilized by the Borrower for such Takeover; and (B) within three Banking Days of being so advised: (1) if a Lender shall not have notified the Borrower and the Agent that an actual conflict of interest exists (such determination to be made by each Lender in the exercise of its sole discretion having regard to such considerations as it deems appropriate)appropriate but, in each case, in accordance with its usual and customary practices) if Accommodations from such Lender are to be utilized by such Borrower for such Takeover; and (B) within one (1) Business Day of being so notified, the Administrative Agent shall in like manner so notify each of the Lenders under the applicable Credit Facility and provide each of the Lenders with the related particulars; and (C) within three (3) Business Days of the Administrative Agent being so notified; (I) if a Lender shall not have notified the Administrative Agent and the Borrowers that a conflict of financial, economic or other existing business interest exists, such Lender shall be deemed to have no such actual conflict of interest; or (2II) if a Lender has notified the Borrower Administrative Agent and the Agent within such period of three Banking Days Borrowers that such an actual a conflict of financial, economic or other interest exists, then upon the Borrower Borrowers and the Administrative Agent being so notified, such Lender shall have no obligation to provide Drawdowns Accommodations directly or indirectly to finance such Takeover notwithstanding any other provision of this Agreement to the contrary. (b) If any notification has been made by a Lender pursuant to Section 2.10(a)(ii)(B)(26.5(a)(ii)(C)(II), then, except as provided in Section 2.10(c6.5(c) below, Pro Rata Shares rateable portions of any Advances Accommodations made to finance the Takeover in respect of which such notice was given shall be determined without reference to the Commitments Commitment of such LenderLender under the applicable Credit Facility; and any such notification given by a given Lender shall not relieve any other Lender of any of its obligations hereunder, provided that, for certainty, no Lender shall be obligated by this Section to make or provide Advances Accommodations in excess of its Commitmentssuch Commitment. (c) If the conflict of interest giving rise to a notification under Section 2.10(a)(ii)(B)(26.5(a)(ii)(C)(II) ceases to exist (whether by successful completion of the Takeover or otherwise), then the Lender giving such notification shall, in the case of a SOFR Loan or Drawing, on the next Rollover renewal or Conversion of conversion thereof, or, in the case of a Prime Loan or Floating Rate Advance, as soon as practicable on a USBR Loandate to be determined by the Administrative Agent, in each case in respect of the next Interest Payment Date for, the Advances Accommodations made to finance the relevant Takeover, purchase, and the other Lenders shall on a rateable basis sell and assign to such Lender, portions of such Advances Accommodations equal in total to the notifying Lender’s Pro Rata Share thereof without regard to Sections 2.10(a) and 2.10(b)rateable portion thereof.

Takeover Notification. (a1) If In the event the Borrower wishes to utilize Drawdowns under the Credit Facility to, or to make provide funds to any Subsidiary to, finance a take-over bid (as defined under applicable securities laws) which is unsolicited (a “Takeover”), Hostile Acquisition then either: (i) the Borrower shall provide to the Agent evidence satisfactory to the Agent (acting reasonably) of the agreement of the board of directors or its equivalent of the Person that is the target of the Takeover approving the Takeover; or (ii) the following steps shall be followed: (Aa) at least five 5 Banking Days prior to the delivery of any Notice of Drawdown notice to the Agent pursuant to Section 2.7 requesting Drawdowns intended to be utilized for such TakeoverHostile Acquisition, the president, chief financial officer, any vice president, the president and treasurer or general counsel of the Borrower shall advise a senior official of each Lender and the Agent (designated by each Lender and the Agent at the particular time for such purpose) of the particulars of such Takeover Hostile Acquisition in sufficient detail to enable each Lender to determine whether it has an actual conflict of interest if Drawdowns from such Lender are utilized by the Borrower for such TakeoverHostile Acquisition ; and (Bb) within three 3 Banking Days of being so advised: (1i) if a Lender shall not have notified the Borrower and the Agent that an actual conflict of interest exists (such determination to be made by each Lender in the exercise of its sole discretion having regard to such considerations as it deems appropriate), such Lender shall be deemed to have no such actual conflict of interest; or (2ii) if a Lender has notified the Borrower and the Agent within such period of three 3 Banking Days that such an actual conflict of interest exists, then upon the Borrower and the Agent being so notified, such Lender shall have no obligation to provide Drawdowns directly or indirectly to finance such Takeover Hostile Acquisition notwithstanding any other provision of this Agreement to the contrary. (b2) If any notification has been made by a Lender pursuant to Section 2.10(a)(ii)(B)(22.21(1)(b)(ii), then, except as provided in Section 2.10(c2.21(3) below, Pro Rata Shares Rateable Portions of any Advances Loans made to finance the Takeover Hostile Acquisition in respect of which such notice was given shall be determined without reference to the Commitments Commitment of such Lender; and any such notification by a given Lender shall not relieve any other Lender of any of its obligations hereunder, provided that, for certainty, no Lender shall be obligated by this Section to make or provide Advances Loans in excess of its CommitmentsCommitment. (c3) If the conflict of interest giving rise to a notification under Section 2.10(a)(ii)(B)(22.21(1)(b)(ii) ceases to exist (whether by successful completion of the Takeover Hostile Acquisition or otherwise), then the Lender giving such notification shall, on the next Rollover or Conversion of or, in the case of a Canadian Prime Rate Loan or a USBR U.S. Base Rate Loan, the next Interest Payment Date for, the Advances Loans made to finance the relevant TakeoverHostile Acquisition, purchase, and the other Lenders shall on a rateable basis sell and assign to such Lender, portions of such Advances Loans equal in total to the notifying Lender’s Pro Rata Share Rateable Portion thereof without regard to Sections 2.10(a2.21(1) and 2.10(b2.21(2).

Takeover Notification. (a1) If In the event the Borrower wishes to utilize Drawdowns under the Credit Facility to, or to make provide funds to any Subsidiary to, finance a take-over bid (as defined under applicable securities laws) which is unsolicited (a “Takeover”), Hostile Acquisition then either: (i) the Borrower shall provide to the Agent evidence satisfactory to the Agent (acting reasonably) of the agreement of the board of directors or its equivalent of the Person that is the target of the Takeover approving the Takeover; or (ii) the following steps shall be followed: (Aa) at least five 5 Banking Days prior to the delivery of any Notice of Drawdown notice to the Agent pursuant to Section 2.7 requesting Drawdowns intended to be utilized for such TakeoverHostile Acquisition, the president, chief financial officer, any vice president, the president and treasurer or general counsel of the Borrower shall advise a senior official of each Lender and the Agent (designated by each Lender and the Agent at the particular time for such purpose) of the particulars of such Takeover Hostile Acquisition in sufficient detail to enable each Lender to determine whether it has an actual conflict of interest if Drawdowns from such Lender are utilized by the Borrower for such TakeoverHostile Acquisition ; and (Bb) within three 3 Banking Days of being so advised: (1i) if a Lender shall not have notified the Borrower and the Agent that an actual conflict of interest exists (such determination to be made by each Lender in the exercise of its sole discretion having regard to such considerations as it deems appropriate), such Lender shall be deemed to have no such actual conflict of interest; or (2ii) if a Lender has notified the Borrower and the Agent within such period of three 3 Banking Days that such an actual conflict of interest exists, then upon the Borrower and the Agent being so notified, such Lender shall have no obligation to provide Drawdowns directly or indirectly to finance such Takeover Hostile Acquisition notwithstanding any other provision of this Agreement to the contrary. (b2) If any notification has been made by a Lender pursuant to Section 2.10(a)(ii)(B)(2), 2.18(1)(b)(ii) then, except as provided in Section 2.10(c2.18(3) below, Pro Rata Shares Rateable Portions of any Advances Loans made to finance the Takeover Hostile Acquisition in respect of which such notice was given shall be determined without reference to the Commitments Commitment of such Lender; and any such notification by a given Lender shall not relieve any other Lender of any of its obligations hereunder, provided that, for certainty, no Lender shall be obligated by this Section to make or provide Advances Loans in excess of its CommitmentsCommitment. (c3) If the conflict of interest giving rise to a notification under Section 2.10(a)(ii)(B)(22.18(1)(b)(ii) ceases to exist (whether by successful completion of the Takeover Hostile Acquisition or otherwise), then the Lender giving such notification shall, on the next Rollover or Conversion of or, in the case of a Canadian Prime Rate Loan or a USBR U.S. Base Rate Loan, the next Interest Payment Date for, the Advances Loans made to finance the relevant TakeoverHostile Acquisition, purchase, and the other Lenders shall on a rateable basis sell and assign to such Lender, portions of such Advances Loans equal in total to the notifying Lender’s Pro Rata Share Rateable Portion thereof without regard to Sections 2.10(a2.18(1) and 2.10(b2.18(2).