Common use of Right to Match Clause in Contracts

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Common Shareholders the Board may, subject to compliance with Article 7 and Section 8.2, enter into a definitive agreement with respect to such Superior Proposal, if and only if:

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to obtaining the approval of the Arrangement Resolution by the Common Shareholders Required Approval, the Board may, subject to compliance with Article 7 Section 7.2 and Section 8.2, enter into a definitive written agreement with respect to such Superior Proposal, if and only if:

Right to Match. (1a) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by Resolution, the Common Shareholders Company Board may authorize the Board may, subject Company to compliance with Article 7 and Section 8.2, enter into a definitive agreement with respect to such Superior ProposalProposal or may make a Company Change in Recommendation, if and only if:

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Common Shareholders the Board may, or may cause the Company to, subject to compliance with Article 7 and Section 8.28.2(3), enter into a definitive agreement with respect to such Superior Proposal, if and only if:

Right to Match. (1) If If, at any time following the date of this Agreement and prior to obtaining the approval of the Arrangement Resolution at the Company Meeting, the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Common Shareholders Proposal, the Board maymay accept, subject to compliance with Article 7 and Section 8.2endorse, recommend or enter into a definitive agreement with respect to such Superior ProposalAcquisition Proposal and/or make a Change in Recommendation, if and only if:

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to obtaining the approval of the Arrangement Resolution by the Common Shareholders Required Approval, the Board maymay make a Change in Recommendation and approve, subject to compliance with Article 7 and Section 8.2, recommend or enter into a definitive agreement with respect to such Superior Proposal, if and only if:

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to obtaining the approval Required Shareholder Approval, the Board may (based upon, amongst other things, the recommendation of the Arrangement Resolution by the Common Shareholders the Board maySpecial Committee), subject to compliance with Article 7 and Section 8.2, enter into a definitive agreement with respect to such Superior Proposal or make a Change in Recommendation in respect of such Superior Proposal, if and only if:

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Common Shareholders Resolution, the Board may, subject may make a Change in Recommendation or may cause the Company to compliance with Article 7 terminate this Agreement and Section 8.2, enter into a definitive agreement with respect to such Superior ProposalProposal (an “Alternative Acquisition Agreement”), if and only if:

Right to Match. (1) If If, prior to the Arrangement Resolution being approved by the Common Shareholders in accordance with the Interim Order, the Company receives an Acquisition Proposal that the Board determines, in good faith, constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Common Shareholders Proposal, the Board and any board (or equivalent body) of a Subsidiary of a Company may, subject to compliance with Article 7 and Section 8.2, authorize the Company and/or such Subsidiary (as applicable) to enter into a definitive agreement with respect to such Superior ProposalProposal or make a Change in Recommendation, if and only if:

Right to Match. (1) If the Company receives an Company Acquisition Proposal that constitutes a Company Superior Proposal prior to obtaining the approval of Required Approval, the Arrangement Resolution by the Common Shareholders the Company Board maymay make a Company Change in Recommendation and approve, subject to compliance with Article 7 and Section 8.2, recommend or enter into a definitive agreement with respect to such Company Superior Proposal, if and only if:

Right to Match. (1a) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Common Shareholders Company Participating Shareholders, the Company Board may, subject to compliance with Article 7 and Section 8.2, enter into may make a definitive agreement with respect to such Superior ProposalChange in Recommendation, if and only if:

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Common Shareholders Shareholders, the Board may, subject to compliance with Article 7 and Section 8.28, enter into a definitive agreement with respect to such Superior Proposal, if and only if:

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes would reasonably be expected to constitute a Superior Proposal prior to the approval of the Arrangement Resolution by the Common Shareholders Affected Securityholders the Board (or any committee thereof) may, subject to compliance with Article 7 and Section 8.2Part 7, enter into a definitive agreement with respect to such Superior ProposalProposal or withdraw or modify the Board Recommendation, if and only if:

Right to Match. (1a) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to obtaining the approval of Required Shareholder Approval, the Arrangement Resolution by the Common Shareholders the Company Board may, or may cause the Company to, subject to compliance with Article 7 and Section 8.27.3, terminate this Agreement to enter into a definitive agreement with respect to such Superior Proposal, if and only if:

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Common Shareholders Company Shareholders, the Board maymay authorize the Company to, subject to compliance with Article 7 and Section 8.2, enter into a definitive agreement with respect to such Superior Proposal, if and only if:

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to obtaining the approval of the Arrangement Resolution by the Common Shareholders Required Approval, the Board may, subject to compliance with Article 7 and Section 8.2, withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualify, the Board Recommendation (an “Adverse Recommendation”) and/or authorize the Company to enter into a definitive agreement with respect to such Superior Proposal, if and only if:

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Common Shareholders Company Shareholders, the Company Board maymay authorize the Company to, subject to compliance with Article 7 and Section 8.27.4, enter into a definitive agreement with respect to such Superior Proposal, if and only if:

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Common Company Shareholders the Board may, subject to compliance with Article 7 and Section 8.27, enter into a definitive agreement with respect to such Superior Proposal, if and only if:

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Common Shareholders Shareholders, the Board may, subject to compliance with Article 7 6 and Section 8.25.6, enter into a definitive agreement with respect to such Superior Proposal, if and only if:

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to obtaining the approval of the Arrangement Resolution by the Common Shareholders Required Shareholder Approval, the Board may, or may cause the Company to, (based upon, amongst other things, the recommendation of the Special Committee), subject to compliance with Article 7 and Section 8.2, enter into a definitive agreement with respect to such Superior Proposal, if and only if:

Right to Match. (1a) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Common Shareholders Shareholders, the Board (or any committee thereof) may, subject to compliance with Article 7 8 and Section 8.28.3, enter into a definitive agreement with respect to such Superior Proposal, withdraw the Board Recommendation and make a Change in Recommendation, if and only if:

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by in accordance with the Common Shareholders Interim Order, the Board may, subject to compliance with Article 7 and Section 8.2, authorize the Company to enter into a definitive agreement with respect to such Superior ProposalAcquisition Proposal or make a Change in Recommendation, if and only if:

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Common Shareholders Shareholders, the Board may, subject to compliance with Article 7 and Section 8.27.4, enter into a definitive agreement with respect to such Superior Proposal, if and only if:...

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by in accordance with the Common Shareholders Interim Order, the Board maymay make a Change in Recommendation and/or, subject to compliance with Article 7 and Section 8.28.2(3), enter into a definitive agreement with respect to such Superior Proposal, if and only if:

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Common Shareholders Securityholders, the Board may, subject to compliance with Article 7 and Section 8.2, make a Change in Recommendation and enter into a definitive agreement with respect to such Superior Acquisition Proposal, if and only if:

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to obtaining the approval of the Arrangement Resolution by the Common Shareholders Required Approval, the Board may, subject to compliance with Article 7 and Section 8.27, authorize the Company to enter into a definitive agreement an Alternate Agreement with respect to such Superior Proposal, if and only if:

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Common Shareholders and Optionholders, the Board of Directors may, subject to compliance with Article 7 and Section 8.28.1, enter into a definitive agreement with respect to such Superior Acquisition Proposal, if and only if:

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Common Shareholders Shareholders, the Board may, or may cause the Company to, subject to compliance with Article 7 and Section 8.28.2(3), enter into a definitive agreement with respect to such Superior Proposal, if and only if:

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Common Shareholders Shareholders, the Board may, subject to compliance with Article 7 and Section 8.2, enter into a definitive agreement with respect to such Superior Proposal, if and only if:

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Common Shareholders Shareholders, the Board Company may, subject to compliance with Article 7 and Section 8.2, enter into a definitive agreement with respect to such Superior Proposal and/or the Board may make a Change in Recommendation with respect to such Superior Proposal, if and only if:

Right to Match. (1) If the Company receives an a Company Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Common Shareholders Company Shareholders, the Company Board may, subject to compliance with Article 7 or may cause the Company to, make a Change in Recommendation and Section 8.2approve, recommend or enter into a definitive agreement with respect to such Superior Proposal, if and only if:

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Common Shareholders , the Board may, subject to compliance with Article 7 or may cause the Company to, make a Change in Recommendation and Section 8.2approve, rec ommend or enter into a definitive agreement with respect to such Superior Proposal, if and only if:

Right to Match. (1) If the Company receives an Acquisition Proposal that the Board determines, in good faith, constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by in accordance with the Common Shareholders Interim Order, the Board may, subject to compliance with Article 7 and Section 8.2, authorize the Company to enter into a definitive agreement with respect to such Superior ProposalProposal or may make a Change in Recommendation, if and only if:

Right to Match. (1) If If, prior to obtaining the Required Approval, the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Common Shareholders Proposal, the Board may, subject to compliance with Article 7 and Section 8.28.1(1), authorize the Company to enter into a definitive agreement with respect to such Superior ProposalProposal or may make a Change in Recommendation, if and only if:

Right to Match. (1) If the Company receives an Acquisition Proposal for the Company that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Common Shareholders Company Shareholders, the Board Company may, subject to compliance with Article 7 and Section 8.2, enter into a definitive agreement with respect to such Superior Acquisition Proposal, if and only if:

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Common Shareholders Shareholders, the Board may, subject to compliance with Article 7 and Section 8.27.4, enter into a definitive agreement with respect to such Superior Acquisition Proposal, if and only if: