Common use of Right to Match Clause in Contracts

Right to Match. 7.3.1 Subject to paragraph 7.3.2, Target covenants that it will not accept, approve, recommend or enter into any agreement, understanding, arrangement or Contract in respect of a Superior Proposal (other than a confidentiality agreement permitted by paragraph 7.2.4) unless: 7.3.1.1 Target has complied with its obligations under Section 7.2 and the other provisions of this Article 7 and has provided Purchaser with a copy of the Superior Proposal; and 7.3.1.2 a period (the “Response Period”) of three business days shall have elapsed from the date on which Purchaser received written notice from the Board of Directors of Target that the Board of Directors of Target determined, subject only to compliance with this Section 7.3, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal. In the event that Target provides Purchaser with the notice contemplated in this Section on a date that is less than three business days prior to the Target Meeting, Target shall be entitled to adjourn the Target Meeting to a date that is not more than three business days after the date of such notice. 7.3.2 During the Response Period, Purchaser will have the right, but not the obligation, to offer to amend the terms of this Agreement. The Board of Directors of Target will review any such proposal by Purchaser to amend the terms of this Agreement, including an increase in, or modification of, the consideration to be received by the holders of Target Shares, to determine whether the Acquisition Proposal to which Purchaser is responding would be a Superior Proposal when assessed against the Arrangement as it is proposed by Purchaser to be amended. If the Board of Directors of Target determines that the Acquisition Proposal would no longer be a Superior Proposal if the Arrangement was so amended and Purchaser enters into an amendment to this Agreement incorporating the terms of the amended offer, the Board of Directors of Target will promptly publicly reaffirm its recommendation of the Arrangement. If the Board of Directors of Target determines that the Acquisition Proposal remains a Superior Proposal, Target may approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal. 7.3.3 Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the holders of Target Shares shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 and Purchaser shall be afforded a new Response Period in respect of each such Acquisition Proposal.

Right to Match. 7.3.1 Subject (a) The Corporation acknowledges and agrees that, during the five business day period referred to paragraph 7.3.2in Subsection 9.2(c), Target covenants the Offeror shall have the opportunity, but not the obligation, to propose to amend the terms of the Offer and the Corporation shall cooperate with the Offeror with respect thereto, including engaging in good faith negotiations with the Offeror to enable the Offeror to make such adjustments to the terms and conditions of the Offer the Offeror deems appropriate and as would enable the Offeror to proceed with the transactions contemplated hereunder on such adjusted terms. The Board of Directors will review any proposal by the Offeror to amend the terms of the Offer in order to determine in good faith and in accordance with its fiduciary duties, after consultation with and based upon the advice of its financial advisors and outside legal counsel, whether the Offeror’s proposal to amend the Offer would result in the Acquisition Proposal not being a Superior Proposal compared to the proposed amendment to the terms of the Offer. (b) If the Board of Directors determines that it the Acquisition Proposal would cease to be a Superior Proposal, the Corporation will so advise the Offeror and will accept the offer by the Offeror to amend the terms of the Offer and the Parties agree to take such actions and execute such documents as are necessary to give effect to the foregoing. If the Offeror does not make, within such five business day period, proposed amendments that would in the reasonable good faith judgement of the Board of Directors cause the Acquisition Proposal previously constituting a Superior Proposal to cease being a Superior Proposal, then the Corporation may, subject to the terms of this Agreement (including the payment of the Termination Payment), accept, approve, recommend or enter into any agreement, understanding, arrangement or Contract an agreement in respect of such Superior Proposal (and change or withdraw its recommendation). Each successive material modification of any Acquisition Proposal or a Superior Proposal (other than a confidentiality agreement permitted by paragraph 7.2.4) unless: 7.3.1.1 Target has complied with its obligations under Section 7.2 and the other provisions of this Article 7 and has provided Purchaser with a copy of the Superior Proposal; and 7.3.1.2 a period (the “Response Period”) of three business days shall have elapsed from the date on which Purchaser received written notice from the Board of Directors of Target that the Board of Directors of Target determined, subject only to compliance with this Section 7.3, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal. In the event that Target provides Purchaser with the notice contemplated in this Section on a date that is less than three business days prior to the Target Meeting, Target shall be entitled to adjourn the Target Meeting to a date that is not more than three business days after the date of such notice. 7.3.2 During the Response Period, Purchaser will have the right, but not the obligation, to offer to amend the terms of this Agreement. The Board of Directors of Target will review any such proposal by Purchaser to amend the terms of this Agreement, including an increase in, or modification of, the consideration to be received by the holders of Target Shares, to determine whether the Acquisition Proposal to which Purchaser is responding would be a Superior Proposal when assessed against the Arrangement as it is proposed by Purchaser to be amended. If the Board of Directors of Target determines that the Acquisition Proposal would no longer be a Superior Proposal if the Arrangement was so amended and Purchaser enters into an amendment to this Agreement incorporating the terms of the amended offer, the Board of Directors of Target will promptly publicly reaffirm its recommendation of the Arrangement. If the Board of Directors of Target determines that the Acquisition Proposal remains a Superior Proposal, Target may approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal. 7.3.3 Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the holders of Target Shares shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 9.3 and Purchaser shall be afforded require a new Response Period five business day period pursuant to Section 9.2(c) from the later of the date a copy of such amendment is provided to the Offeror and the date that the Board of Directors has determined that the amended Acquisition Proposal is or remains a Superior Proposal. Nothing in respect this Agreement shall prevent the Board of each such Directors from responding through a directors’ circular or otherwise as required by applicable Securities Laws to an Acquisition Proposal that it determines is not a Superior Proposal.

Right to Match. 7.3.1 5.7.1. Subject to paragraph 7.3.2Section 5.7.2, Target WSI covenants that it will not accept, approve, recommend (or change or withdraw its recommendation relating to the Agreement, except in the circumstances set forth in the last sentence of Section 5.6.1) or enter into any agreement, understanding, understanding or arrangement or Contract in respect of a Superior Proposal (other than a confidentiality agreement permitted by paragraph 7.2.4Section 5.6.4) unless: 7.3.1.1 Target (a) an Acquisition Proposal has been made that the board of directors of WSI determines in good faith after consultation with its financial advisors and outside legal counsel constitutes a Superior Proposal; (b) WSI has complied with its obligations under Section 7.2 5.6 and the other provisions of this Article 7 Section 5.7 and has provided Purchaser IESI-BFC with a copy of the Superior Proposal (together with a written notice from the board of directors of WSI regarding the value and financial terms that the board of directors of WSI has in consultation with its financial advisors determined should be ascribed to any non-cash consideration offered under the said Superior Proposal; and); 7.3.1.2 (c) a period (the “Response Period”) of three business days (3) Business Days shall have elapsed from the date on which Purchaser IESI-BFC received written notice from the Board board of Directors directors of Target WSI that the Board board of Directors directors of Target WSI determined, subject only to compliance with this Section 7.35.7, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal. In ; (d) if IESI-BFC has proposed to amend the event terms of this Agreement in accordance with Section 5.7.2, the board of directors of WSI shall have determined that Target provides Purchaser with the notice contemplated in Acquisition Proposal continues to constitute a Superior Proposal after taking into account the amendments; and (e) WSI shall have terminated this Agreement pursuant to Section on a date that is less than three business days prior to 7.4.1(e) and shall have paid the Target Meeting, Target shall be entitled to adjourn the Target Meeting to a date that is not more than three business days after the date of such noticefees prescribed by Section 5.8. 7.3.2 5.7.2. During the Response Period, Purchaser IESI-BFC will have the right, but not the obligation, to offer to amend the terms of this Agreement. The Board board of Directors directors of Target WSI will review any such proposal by Purchaser IESI-BFC to amend the terms of this the Agreement, including an increase in, or modification of, the consideration to be received by the holders of Target SharesWSI Common Stock, to determine whether the Acquisition Proposal to which Purchaser IESI-BFC is responding would be a Superior Proposal when assessed against the Arrangement Agreement as it is proposed by Purchaser IESI-BFC to be amended. If the Board board of Directors directors of Target determines that the Acquisition Proposal would no longer be a Superior Proposal if the Arrangement was WSI does not so amended and Purchaser enters into an amendment to this Agreement incorporating the terms of the amended offerdetermine, the Board board of Directors directors of Target WSI will promptly publicly reaffirm its recommendation of the Arrangementtransactions contemplated under this Agreement. If the Board board of Directors directors of Target determines that the Acquisition Proposal remains a Superior ProposalWSI does so determine, Target WSI may approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal. 7.3.3 5.7.3. Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the holders of Target Shares WSI Common Stock shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 5.7 and Purchaser IESI-BFC shall be afforded a new Response Period in respect of each such Acquisition Proposal. 5.7.4. If the Response Period would not terminate before the date fixed for the WSI Stockholders Meeting, WSI shall adjourn the WSI Stockholders Meeting to a date that is at least one (1) Business Day after the expiration of the Response Period.

Right to Match. 7.3.1 (1) Subject to paragraph 7.3.2Section 7.2(2), Target Contact covenants that it will not accept, approve, recommend or enter into any agreement, understanding, understanding or arrangement or Contract in respect of a Superior Proposal (other than a confidentiality agreement permitted by paragraph 7.2.4Section 7.1(4)) unless: 7.3.1.1 Target (a) Contact has complied with its obligations under Section 7.2 7.1 and the other provisions of this Article 7 VII and has provided Purchaser Stornoway with a copy of the Superior ProposalProposal (provided Stornoway agrees to the request as to the confidentiality to be afforded in respect of that Superior Proposal that the person proposing such Superior Proposal may reasonably request); and 7.3.1.2 (b) a period (the “"Response Period”") of three five (5) business days shall have elapsed from the date on which Purchaser Stornoway received written notice from the Board of Directors of Target Contact that the Board of Directors of Target Contact determined, subject only to compliance with this Section 7.37.2, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal. In the event that Target provides Purchaser with the notice contemplated in this Section on a date that is less than three business days prior to the Target Meeting, Target shall be entitled to adjourn the Target Meeting to a date that is not more than three business days after the date of such notice. 7.3.2 (2) During the Response Period, Purchaser Stornoway will have the right, but not the obligation, to offer to amend the terms of this Agreementthe Offer. The Board of Directors of Target Contact will review any such proposal by Purchaser Stornoway to amend the terms of this Agreementthe Offer, including an increase in, or modification of, the consideration to be received by the holders of Target Contact Shares, to determine whether the Acquisition Proposal to which Purchaser Stornoway is responding would be a Superior Proposal when assessed against the Arrangement Offer as it is proposed by Purchaser Stornoway to be amended. If the Board of Directors of Target determines that the Acquisition Proposal would no longer be a Superior Proposal if the Arrangement was Contact does not so amended and Purchaser enters into an amendment to this Agreement incorporating the terms of the amended offerdetermine, the Board of Directors of Target Contact will promptly publicly reaffirm its recommendation of the ArrangementOffer as amended in the same manner as described in Section 2.4. If the Board of Directors of Target determines that Contact does so determine, Contact may on termination of this Agreement in accordance with Section 8.2(1)(f) and payment of the Acquisition Proposal remains a Superior Proposalfee to Stornoway pursuant to Section 7.3, Target may approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal. 7.3.3 (3) Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the holders of Target Contact Shares shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 7.2 and Purchaser Stornoway shall be afforded a new Response Period in respect of each such Acquisition Proposal.

Right to Match. 7.3.1 Subject to paragraph 7.3.2, Target covenants 7.4.1 If the Vendor receives an Acquisition Proposal that it will not accept, approve, recommend or enter into any agreement, understanding, arrangement or Contract in respect of constitutes a Superior Proposal (other than a confidentiality agreement permitted by paragraph 7.2.4) unless: 7.3.1.1 Target has complied with its obligations under Section 7.2 and prior to the other provisions of this Article 7 and has provided Purchaser with a copy approval of the Superior Proposal; and 7.3.1.2 a period (Arrangement Resolution by the “Response Period”) of three business days shall have elapsed from the date on which Purchaser received written notice from Shareholders, the Board of Directors of Target that may, or may cause the Board of Directors of Target determinedVendor to, subject only to compliance with this Section 7.3, to accept, make a Change in Recommendation and approve, recommend or enter into a binding definitive agreement with respect to proceed such Superior Proposal, if and only if: (a) the Vendor has been, and continues to be, in compliance with its obligations under this Article 7 in all material respects; (b) the Vendor or its Representatives have delivered to the Purchaser a written notice of the determination of the Board that it has received a Superior Proposal and of the intention to approve, recommend or enter into a definitive agreement with respect to such Superior Proposal, including a notice as to the value in financial terms that the Board has, in consultation with its financial advisors, determined should be ascribed to any non-cash consideration offered under the Superior Proposal (the “Superior Proposal Notice”); (c) the Vendor or its Representatives have provided to the Purchaser a copy of any proposed definitive agreement for the Superior Proposal. In ; (d) at least five (5) Business Days (the event “Matching Period”) have elapsed from the date that Target provides is the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received a copy of the definitive agreement for the Superior Proposal; (e) after the Matching Period, the Board has determined in good faith, after consultation with its legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal (and, if applicable, compared to the notice terms of the of the transactions contemplated in this Agreement as proposed to be amended by the Purchaser under Section on a date that is less than three business days 7.4.2); and (f) prior to or concurrently with making a Change in Recommendation or entering into such definitive agreement the Target Meeting, Target shall be entitled Vendor terminates this Agreement pursuant to adjourn Section 11.2.1(c)(ii) and pays the Target Meeting Termination Amount pursuant to a date that is not more than three business days after the date of such noticeSection 12.7.2. 7.3.2 7.4.2 During the Response Matching Period, Purchaser will have or such longer period as the right, but not Vendor may approve in writing for such purpose: (a) the obligation, to offer to amend the terms of this Agreement. The Board of Directors of Target will shall review any such proposal offer made by the Purchaser to amend the terms of this AgreementAgreement and in good faith, including an increase inafter consultation with outside legal and financial advisors, or modification of, the consideration to be received by the holders of Target Shares, in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to which Purchaser is responding would be a Superior Proposal when assessed against Proposal; and (b) the Arrangement as it is proposed by Vendor shall negotiate in good faith with the Purchaser to be amendedmake such amendments to the terms of this Agreement as would enable the Purchaser and/or its affiliates to proceed with the transactions contemplated by this Agreement on such amended terms. If as a consequence of the foregoing the Board of Directors of Target determines that the such Acquisition Proposal would no longer cease to be a Superior Proposal if the Arrangement was so amended and Purchaser enters into an amendment to this Agreement incorporating the terms of the amended offer, the Board of Directors of Target will promptly publicly reaffirm its recommendation of the Arrangement. If the Board of Directors of Target determines that the Acquisition Proposal remains a Superior Proposal, Target may approve, recommend, accept or enter into an agreement, understanding or arrangement the Vendor shall promptly so advise the Purchaser and the Vendor and the Purchaser shall amend this Agreement to proceed with reflect such offer made by the Superior ProposalPurchaser and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing. 7.3.3 7.4.3 Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the holders of Target Shares Vendor or other material terms or conditions thereof shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 and Purchaser shall be afforded a new Response 7.4, provided that the Matching Period in respect of each such new Acquisition Proposal shall extend only until the later of the end of the initial five (5) Business Day Matching Period and 36 hours after the Purchaser received the Superior Proposal Notice for the new Acquisition Proposal. 7.4.4 Nothing in this Agreement shall prohibit the Board from responding through a directors’ circular or otherwise as required by applicable Securities Laws to an Acquisition Proposal that it determines is not a Superior Proposal. Further, nothing in this Agreement shall prevent the Board from making any disclosure to the Shareholders if the Board, acting in good faith and upon the advice of its outside legal and financial advisors, shall have determined that the failure to make such disclosure would be inconsistent with the fiduciary duties of the Board or such disclosure is otherwise required under Law; provided, however, that, notwithstanding the Board shall be permitted to make such disclosure, the Board shall not be permitted to make a Change in Recommendation, other than as permitted by Section 7.4.1. 7.4.5 If the Vendor provides a Superior Proposal Notice to the Purchaser after a date that is less than ten (10) Business Days before the Meeting, the Vendor shall be entitled to, and shall upon request from the Purchaser, postpone the Meeting to a date that is not more than fifteen (15) Business Days after the scheduled date of the Meeting (and, in any event, prior to the Outside Date). 7.4.6 Nothing contained in this Agreement shall prohibit the Board or the Vendor from: (a) responding through a directors’ circular or otherwise as required by applicable Securities Laws to an Acquisition Proposal that it determines is not a Superior Proposal; or (b) making any disclosure to Shareholders with respect to an Acquisition Proposal prior to the Effective Time if, in good faith judgment of the Board, after consultation with outside legal advisors, failure to make such disclosure would be inconsistent with its fiduciary duties under applicable Law. Nothing contained in this Agreement shall prohibit the Vendor or the Board from calling and/or holding a shareholder meeting requisitioned by Shareholders in accordance with the OBCA or complying with any order of a Governmental Authority that was not solicited, supported or encouraged by the Vendor or any of its Representatives.

Right to Match. 7.3.1 Subject to paragraph 7.3.2, Target ▇▇▇▇▇▇▇▇▇ covenants that it will not accept, approve, endorse, recommend or enter into any agreement, understanding, understanding or arrangement or Contract in respect of a Superior Proposal (other than a confidentiality and standstill agreement permitted by paragraph 7.2.4Section 7.2.3) unless: 7.3.1.1 Target (a) ▇▇▇▇▇▇▇▇▇ has complied with its obligations under Section 7.2 and the other provisions of this Article 7 and has provided Purchaser Alamos with a copy of the Superior Proposal; and 7.3.1.2 (b) a period (the “Response Period”) of three five (5) business days shall have has elapsed from the date that is the later of: (i) the date on which Purchaser received Alamos receives written notice from the ▇▇▇▇▇▇▇▇▇ Board of Directors of Target that the ▇▇▇▇▇▇▇▇▇ Board of Directors of Target has determined, subject only to compliance with this Section 7.3, to accept, approve, endorse, recommend or enter into a binding definitive agreement with respect to proceed with such Superior Proposal; and (ii) the date Alamos receives a copy of the Superior Proposal. In the event that Target provides Purchaser with the notice contemplated in this Section on a date that is less than three business days prior to the Target Meeting, Target shall be entitled to adjourn the Target Meeting to a date that is not more than three business days after the date of such notice. 7.3.2 During the Response Period, Purchaser Alamos will have the right, but not the obligation, to offer to amend this Agreement and the terms Plan of this Agreement. The Board of Directors of Target will review any such proposal by Purchaser to amend the terms of this AgreementArrangement, including an increase in, or modification of, the consideration aggregate consideration. The ▇▇▇▇▇▇▇▇▇ Board shall review any such offer by Alamos to be received by amend this Agreement and the holders Plan of Target Shares, Arrangement to determine whether the Acquisition Proposal to which Purchaser Alamos is responding would continue to be a Superior Proposal when assessed against the Arrangement as it is proposed in writing by Purchaser Alamos to be amended. If the ▇▇▇▇▇▇▇▇▇ Board of Directors of Target determines that the Acquisition Proposal would no longer be constitutes a Superior Proposal if Proposal, the Arrangement was so amended and Purchaser enters ▇▇▇▇▇▇▇▇▇ Board will cause ▇▇▇▇▇▇▇▇▇ to enter into an amendment to this Agreement with Alamos incorporating the terms amendments to the Agreement and Plan of Arrangement as set out in the amended offerwritten offer to amend, the Board of Directors of Target and will promptly publicly reaffirm its recommendation of the ArrangementArrangement and by the prompt issuance of a press release to that effect. If the ▇▇▇▇▇▇▇▇▇ Board of Directors of Target determines that the Acquisition Proposal remains continues to be a Superior Proposal, Target ▇▇▇▇▇▇▇▇▇ may approve, recommend, approve and recommend that holders of ▇▇▇▇▇▇▇▇▇ Shares accept such Superior Proposal and may terminate this Agreement pursuant to Section 8.2.1(d)(i) in order to accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal. 7.3.3 Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the holders of Target the ▇▇▇▇▇▇▇▇▇ Shares shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 and Purchaser Alamos shall be afforded a new Response Period and the rights afforded in Section 7.3.2 in respect of each such Acquisition Proposal. 7.3.4 Where at any time before the ▇▇▇▇▇▇▇▇▇ Meeting, ▇▇▇▇▇▇▇▇▇ has provided Alamos with a notice under Section 7.3.1 hereof, an Acquisition Proposal has been publicly disclosed or announced, and the Response Period will not elapse at least three (3) business days prior to the scheduled date for the ▇▇▇▇▇▇▇▇▇ Meeting, then, subject to applicable ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ may and, at Alamos’s request, ▇▇▇▇▇▇▇▇▇ will, postpone or adjourn the ▇▇▇▇▇▇▇▇▇ Meeting to a date acceptable to Alamos, acting reasonably, which shall not be later than ten days after the scheduled date of the ▇▇▇▇▇▇▇▇▇ Meeting and shall, in the event that Alamos and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ the terms of this Agreement pursuant to Section 7.3.2 hereof, ensure that the details of such amended Agreement are communicated to the ▇▇▇▇▇▇▇▇▇ Shareholders prior to the resumption of the adjourned ▇▇▇▇▇▇▇▇▇ Meeting.

Right to Match. 7.3.1 Subject to paragraph 7.3.2, (a) Target covenants that it will shall not accept, approve, endorse, recommend or enter into any agreement, understanding, understanding or arrangement or Contract in respect of a Superior Proposal (other than a confidentiality and standstill agreement permitted by paragraph 7.2.4Section 7.2(c)) unless: 7.3.1.1 (i) Target has has: (A) complied with its obligations under Section 7.2 and the other provisions of this Article 7 and has 7.2; (B) provided Purchaser Acquiror with a copy of the Superior ProposalProposal and all related documentation described in Section 7.2(d); and 7.3.1.2 (C) delivered written notice (the “Superior Proposal Notice”) to Acquiror that the Target Board (A) has determined that the Acquisition Proposal is a Superior Proposal, and (B) has determined, subject to compliance with this Section 7.3, to approve or recommend such Superior Proposal and/or that Target enter into a binding agreement with respect to such Superior Proposal, together with a copy of such agreement that is capable of acceptance by Target; (ii) a period (the “Response Period”) of three five business days shall have has elapsed from the date that is the later of (i) the date on which Purchaser received written notice from Acquiror receives the Board Superior Proposal Notice and (ii) the date Acquiror receives a copy of Directors the Superior Proposal and all related documentation described in Section 7.2(d); and (iii) Target has complied with the remaining provisions of Target that the Board of Directors of Target determined, subject only to compliance with this Section 7.3, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal. In the event that Target provides Purchaser with the notice contemplated in this Section on a date that is less than three business days prior to the Target Meeting, Target shall be entitled to adjourn the Target Meeting to a date that is not more than three business days after the date of such notice. 7.3.2 (b) During the Response Period, Purchaser Acquiror will have the right, but not the obligation, to offer in writing to amend this Agreement and the terms Plan of this Agreement. The Board of Directors of Target will review any such proposal by Purchaser to amend the terms of this AgreementArrangement, including an increase in, or modification of, the consideration aggregate consideration. Target shall cooperate with Acquiror with respect to be received any amendment offer, including negotiating in good faith with Acquiror to enable Acquiror to make such amendments to this Agreement and the Plan of Arrangement as Acquiror deems appropriate as would enable Acquiror to proceed with the transactions contemplated by this Agreement and the holders Plan of Arrangement on such amended basis. The Target SharesBoard shall review any such offer by Acquiror to amend this Agreement and the Plan of Arrangement to determine, to determine in good faith in the exercise of its fiduciary duties, whether the Acquisition Proposal to which Purchaser Acquiror is responding would continue to be a Superior Proposal when assessed against this Agreement and the Plan of Arrangement as it is proposed by Purchaser Acquiror to be amended. If the Target Board of Directors of Target determines that the Acquisition Proposal would to which Acquiror is responding: (i) no longer constitutes a Superior Proposal when assessed against this Agreement and the Plan of Arrangement as they are proposed to be amended, the Target Board shall cause Target to enter into an amendment to this Agreement with Acquiror incorporating the amendments to the Agreement and Plan of Arrangement as set out in Acquiror’s offer to amend, and shall promptly reaffirm its recommendation of the Arrangement by the issuance of a news release to that effect; or (ii) continues to be a Superior Proposal, Target may approve and recommend that holders of Target Shares accept such Superior Proposal if provided that Target terminates this Agreement and concurrently with such termination Target pays the Termination Payment pursuant to Section 8.2(a)(iii)(A). (c) The Target Board shall reaffirm its recommendation of the Arrangement was so amended by news release promptly after: (i) any Acquisition Proposal, which is determined not to be a Superior Proposal, is publicly announced or made, promptly after such determination is made; (ii) the Target Board determines that a proposed amendment to the terms of this Agreement and Purchaser enters the Plan of Arrangement would result in an Acquisition Proposal not being a Superior Proposal and the Parties have entered into an amendment to this Agreement incorporating such amendments; or (iii) the terms written request of Acquiror given on or within five business days ending the amended offerbusiness day before the Target Meeting, and Acquiror and its legal advisors shall be given a reasonable opportunity to review and comment on the Board form and content of Directors any such news release and Target shall incorporate all reasonable comments made by Acquiror and its legal advisors. (d) If the Target Meeting falls during a Response Period, Target shall continue to take all reasonable steps necessary to hold the Target Meeting as originally scheduled, but may, upon giving notice to Acquiror, postpone the meeting to a date that is no more than two Business Days after the expiry of such Response Period. (e) Where, at any time before the Target Meeting, Target has provided Acquiror with a Superior Proposal Notice, an Acquisition Proposal has been publicly disclosed or announced and the Response Period has not elapsed, then, subject to applicable laws, at Acquiror’s request, Target will promptly publicly reaffirm its recommendation of postpone or adjourn the Arrangement. If the Board of Directors of Target determines that the Acquisition Proposal remains Meeting to a Superior Proposaldate acceptable to Acquiror, Target may approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposalacting reasonably. 7.3.3 (f) Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the holders of the Target Shares shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 and Purchaser Acquiror shall be afforded a new Response Period and the rights afforded in paragraph 7.3(a)(ii) in respect of each such Acquisition Proposal.

Right to Match. 7.3.1 Subject The Fund acknowledges and agrees that, during the three business day period referred to paragraph 7.3.2in Subsection 9.5(d), Target covenants the Offeror shall have the opportunity, but not the obligation, to propose to amend the terms of the Offer and the Fund shall cooperate with the Offeror with respect thereto, including engaging in good faith negotiations with the Offeror to enable the Offeror to make such adjustments to the terms and conditions of the Offer the Offeror deems appropriate and as would enable the Offeror to proceed with the transactions contemplated hereunder on such adjusted terms. The Board of Trustees will review any proposal by the Offeror to amend the terms of the Offer in order to determine in good faith and in accordance with its fiduciary duties, after consultation with and based upon the advice of its financial advisors and outside legal counsel, whether the Offeror’s proposal to amend the Offer would result in the Acquisition Proposal not being a Superior Proposal compared to the proposed amendment to the terms of the Offer. If the Board of Trustees determines that it the Acquisition Proposal would cease to be a Superior Proposal, the Fund will so advise the Offeror and will accept the offer by the Offeror to amend the terms of the Offer and the Parties agree to take such actions and execute such documents as are necessary to give effect to the foregoing. If the Offeror does not make, within such three business day period, proposed amendments that would in the reasonable good faith judgement of the Board of Trustees cause the Acquisition Proposal previously constituting a Superior Proposal to cease being a Superior Proposal then the Fund may, subject to the terms of this Agreement (including the payment contemplated by Section 8.5), accept, approve, recommend or enter into any agreement, understanding, arrangement or Contract an agreement in respect of such Superior Proposal (and change or withdraw its recommendation). Each successive material modification of any Acquisition Proposal or a Superior Proposal (other than a confidentiality agreement permitted by paragraph 7.2.4) unless: 7.3.1.1 Target has complied with its obligations under Section 7.2 and the other provisions of this Article 7 and has provided Purchaser with a copy of the Superior Proposal; and 7.3.1.2 a period (the “Response Period”) of three business days shall have elapsed from the date on which Purchaser received written notice from the Board of Directors of Target that the Board of Directors of Target determined, subject only to compliance with this Section 7.3, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal. In the event that Target provides Purchaser with the notice contemplated in this Section on a date that is less than three business days prior to the Target Meeting, Target shall be entitled to adjourn the Target Meeting to a date that is not more than three business days after the date of such notice. 7.3.2 During the Response Period, Purchaser will have the right, but not the obligation, to offer to amend the terms of this Agreement. The Board of Directors of Target will review any such proposal by Purchaser to amend the terms of this Agreement, including an increase in, or modification of, the consideration to be received by the holders of Target Shares, to determine whether the Acquisition Proposal to which Purchaser is responding would be a Superior Proposal when assessed against the Arrangement as it is proposed by Purchaser to be amended. If the Board of Directors of Target determines that the Acquisition Proposal would no longer be a Superior Proposal if the Arrangement was so amended and Purchaser enters into an amendment to this Agreement incorporating the terms of the amended offer, the Board of Directors of Target will promptly publicly reaffirm its recommendation of the Arrangement. If the Board of Directors of Target determines that the Acquisition Proposal remains a Superior Proposal, Target may approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal. 7.3.3 Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the holders of Target Shares shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 9.6 and Purchaser shall be afforded require a new Response Period in respect three business day period from the later of each the date a copy of such amendment is provided to the Offeror and the date that the Board of Trustees has determined that the amended Acquisition Proposal is or remains a Superior Proposal.

Right to Match. 7.3.1 Subject to paragraph 7.3.2, Target covenants that it will not accept, approve, endorse, recommend or enter into any agreement, understanding, understanding or arrangement or Contract in respect of a Superior Proposal (other than a confidentiality and standstill agreement permitted by paragraph 7.2.4Section 7.2.3) unless: 7.3.1.1 (a) Target has complied with its obligations under Section 7.2 and the other provisions of this Article 7 and has provided Purchaser with a copy of the Superior ProposalProposal and all related documentation described in Section 7.2.4; and 7.3.1.2 (b) a period (the “Response Period”) commencing on the later of three business days shall have elapsed from (x) the date on which Purchaser received receives written notice from the Target Board of Directors of Target that the Target Board of Directors of Target has determined, subject only to compliance with this Section 7.3, to accept, approve, endorse, recommend or enter into a binding agreement to proceed with such Superior Proposal, and (y) the date Purchaser receives a copy of the Superior Proposal. In Proposal and all related documentation described in Section 7.2.4, and ending at 5:00 p.m. (Toronto time) on the event that Target provides Purchaser with the notice contemplated in this Section on a date that is less than three fifth (5th) business days prior to the Target Meetingday following such date, Target shall be entitled to adjourn the Target Meeting to a date that is not more than three business days after the date of such noticehave expired. 7.3.2 During the Response Period, Purchaser will have the right, but not the obligation, to offer to amend this Agreement and the terms Plan of this Agreement. The Board of Directors of Target will review any such proposal by Purchaser to amend the terms of this AgreementArrangement, including an increase in, or modification of, the consideration to be received by paid to the holders Securityholders of Target Shares, pursuant to the Arrangement. The Target Board shall review any such offer by Purchaser to amend this Agreement and the Plan of Arrangement to determine whether the Acquisition Proposal to which Purchaser is responding would continue to be a Superior Proposal when assessed against the Arrangement as it is proposed in writing by Purchaser to be amended. If the Target Board of Directors of Target determines that the Acquisition Proposal would no longer be constitutes a Superior Proposal if Proposal, when assessed against this Agreement and the Plan of Arrangement was so amended and Purchaser enters as they are proposed to be amended, the Target Board will cause Target to enter into an amendment to this Agreement with Purchaser incorporating the terms amendments to the Agreement and Plan of Arrangement as set out in the amended offerwritten offer to amend, the Board of Directors of Target and will promptly publicly reaffirm its recommendation of the ArrangementArrangement by the prompt issuance of a press release to that effect. If the Target Board of Directors of Target determines that the Acquisition Proposal remains continues to be a Superior Proposal, Target may approve, recommend, approve and recommend that holders of Target Shares accept such Superior Proposal and may terminate this Agreement and shall pay the Termination Fee pursuant to Section 8.2.1(d)(i) in order to accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal. 7.3.3 Where at any time before the Target Meeting, Target has provided Purchaser with a notice under Section 7.3.1, an Acquisition Proposal has been publicly disclosed or announced and the Response Period has not elapsed, then, subject to applicable laws, at Purchaser’s request, Target will postpone or adjourn the Target Meeting to a date acceptable to Purchaser, acting reasonably, but not more than seven (7) business days after the scheduled date of the Target Meeting. 7.3.4 Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the holders of the Target Shares shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 and Purchaser shall be afforded a new Response Period and the rights afforded in Section 7.3.2 in respect of each such Acquisition Proposal.

Right to Match. 7.3.1 Subject to paragraph 7.3.2, Target covenants that it will not accept, approve, endorse, recommend or enter into any agreement, understanding, understanding or arrangement or Contract in respect of a Superior Proposal (other than a confidentiality and standstill agreement permitted by paragraph 7.2.4Section 7.2.3) unless: 7.3.1.1 (a) Target has complied with its obligations under Section 7.2 and the other provisions of this Article 7 and has provided Purchaser Acquiror with a copy of the Superior ProposalProposal and all related documentation described in Section 7.2.4; and 7.3.1.2 (b) a period (the “Response Period”) of three business days shall have five Business Days has elapsed from the date that is the later of (i) the date on which Purchaser received Acquiror receives written notice from the Target Board of Directors of Target that the Target Board of Directors of Target has determined, subject only to compliance with this Section 7.37.3Error! Reference source not found., to accept, approve, endorse, recommend or enter into a binding agreement to proceed with such Superior Proposal, and (ii) the date Acquiror receives a copy of the Superior Proposal. In the event that Target provides Purchaser with the notice contemplated Proposal and all related documentation described in this Section on a date that is less than three business days prior to the Target Meeting, Target shall be entitled to adjourn the Target Meeting to a date that is not more than three business days after the date of such notice7.2.4. 7.3.2 During the Response Period, Purchaser Acquiror will have the right, but not the obligation, to offer to amend this Agreement and the terms Plan of this Agreement. The Board of Directors of Target will review any such proposal by Purchaser to amend the terms of this AgreementArrangement, including an increase in, or modification of, the consideration Consideration. The Target Board shall review any such offer by Acquiror to be received by amend this Agreement and the holders Plan of Target Shares, Arrangement to determine whether the Acquisition Proposal to which Purchaser Acquiror is responding would continue to be a Superior Proposal when assessed against the Arrangement as it is proposed in writing by Purchaser Acquiror to be amended. If the Target Board of Directors of Target determines that the Acquisition Proposal would no longer be constitutes a Superior Proposal if Proposal, when assessed against this Agreement and the Plan of Arrangement was so amended and Purchaser enters as they are proposed to be amended, the Target Board will cause Target to enter into an amendment to this Agreement with Acquiror incorporating the terms amendments to the Agreement and Plan of Arrangement as set out in the amended offerwritten offer to amend, the Board of Directors of Target and will promptly publicly reaffirm its recommendation of the ArrangementArrangement by the prompt issuance of a press release to that effect. If the Target Board of Directors of Target determines that the Acquisition Proposal remains continues to be a Superior Proposal, Target may approve, recommend, approve and recommend that holders of Target Shares accept such Superior Proposal and may terminate this Agreement and shall pay the Termination Fee pursuant to Section 8.2.1(d)(i) in order to accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal. 7.3.3 If the Target Circular has been sent to Target Shareholders prior to the expiry of the Response Period and, during such Response Period, Acquiror requests in writing that the Target Meeting proceed, unless otherwise ordered by the Court, Target shall continue to take all reasonable steps necessary to hold the Target Meeting and to cause the Arrangement Resolution to be voted on at the Target Meeting. 7.3.4 Where at any time before the Target Meeting, Target has provided Acquiror with a notice under subsection 7.3.1, an Acquisition Proposal has been publicly disclosed or announced and the Response Period has not elapsed, then, subject to applicable laws, at Acquiror’s request, Target will postpone or adjourn the Target Meeting to a date acceptable to Acquiror, acting reasonably. 7.3.5 Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the holders of the Target Shares shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 and Purchaser Acquiror shall be afforded a new Response Period and the rights afforded in subsection 7.3.2 in respect of each such Acquisition Proposal.

Right to Match. 7.3.1 Subject to paragraph 7.3.2, Target covenants that it will not accept, approve, recommend or enter into any agreement, understanding, arrangement or Contract in respect of a Superior Proposal (other than a confidentiality agreement permitted by paragraph 7.2.4) unless: 7.3.1.1 Target has complied with its obligations under Section 7.2 and the other provisions of this Article 7 and has provided Purchaser with a copy of the Superior Proposal; and 7.3.1.2 a period (the “"Response Period”") of three business days shall have elapsed from the date on which Purchaser received written notice from the Board of Directors of Target that the Board of Directors of Target determined, subject only to compliance with this Section 7.3, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal. In the event that Target provides Purchaser with the notice contemplated in this Section on a date that is less than three business days prior to the Target Meeting, Target shall be entitled to adjourn the Target Meeting to a date that is not more than three business days after the date of such notice. 7.3.2 During the Response Period, Purchaser will have the right, but not the obligation, to offer to amend the terms of this Agreement. The Board of Directors of Target will review any such proposal by Purchaser to amend the terms of this Agreement, including an increase in, or modification of, the consideration to be received by the holders of Target Shares, to determine whether the Acquisition Proposal to which Purchaser is responding would be a Superior Proposal when assessed against the Arrangement as it is proposed by Purchaser to be amended. If the Board of Directors of Target determines that the Acquisition Proposal would no longer be a Superior Proposal if the Arrangement was so amended and Purchaser enters into an amendment to this Agreement incorporating the terms of the amended offer, the Board of Directors of Target will promptly publicly reaffirm its recommendation of the Arrangement. If the Board of Directors of Target determines that the Acquisition Proposal remains a Superior Proposal, Target may approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal. 7.3.3 Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the holders of Target Shares shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 and Purchaser shall be afforded a new Response Period in respect of each such Acquisition Proposal.

Right to Match. 7.3.1 Subject to paragraph 7.3.2, Target Each Party covenants that it will not accept, approve, endorse or recommend or enter into any agreement, understanding, understanding or arrangement or Contract in respect of a Superior Proposal (other than than, for clarity, a confidentiality and standstill agreement permitted by paragraph 7.2.4Section 7.2.3) or make a Change in Recommendation as a result thereof unless: 7.3.1.1 Target (a) the Party receiving such proposal (the “Receiving Party”) has complied with its obligations under Section 7.2 and has provided the other provisions of this Article 7 and has provided Purchaser Party (the “Responding Party”) with a copy of the Superior ProposalProposal and all related documentation described in Section 7.2.4; and 7.3.1.2 (b) a period (the “Response Period”) of three four business days shall have has elapsed from the date that is the later of: (x) the date on which Purchaser received the Responding Party receives written notice from the Board of Directors of Target Receiving Party that the Board of Directors of Target it has determined, subject only to compliance with this Section 7.3, to accept, approve, endorse, recommend or enter into a binding agreement to proceed with such Superior Proposal; and (y) the date the Responding Party receives a copy of the Superior Proposal. In the event that Target provides Purchaser with the notice contemplated Proposal and all related documents described in this Section on a date that is less than three business days prior to the Target Meeting, Target shall be entitled to adjourn the Target Meeting to a date that is not more than three business days after the date of such notice7.2.4. 7.3.2 During the Response Period, Purchaser the Responding Party will have the right, but not the obligation, to offer to amend this Agreement and the terms Plan of this AgreementArrangement, including modification of the consideration. The Board of Directors of Target will Receiving Party shall review any such proposal offer by Purchaser the Responding Party to amend this Agreement and the terms Plan of this Agreement, including an increase in, or modification of, the consideration to be received by the holders of Target Shares, Arrangement to determine whether the Acquisition Proposal to which Purchaser the Responding Party is responding would continue to be a Superior Proposal when assessed against the Arrangement as it is proposed in writing by Purchaser the Responding Party to be amended. If the Board of Directors of Target Receiving Party determines that the Acquisition Proposal would no longer be constitutes a Superior Proposal if Proposal, when assessed against this Agreement and the Plan of Arrangement was so as they are proposed to be amended and Purchaser enters by the Responding Party, the Receiving Party will cause it to enter into an amendment to this Agreement with the Responding Party incorporating the terms amendments to the Agreement and Plan of Arrangement as set out in the amended offerwritten offer to amend, the Board of Directors of Target and will promptly publicly reaffirm its recommendation of the ArrangementArrangement by the prompt issuance of a press release to that effect. If the Board of Directors of Target Receiving Party determines that the Acquisition Proposal remains continues to be a Superior Proposal, Target it may approverecommend that holders of its securities accept such Superior Proposal provided that before doing so it terminates this Agreement and pays the Termination Fee pursuant to Section 8.2.1(c)(ii) or Section 8.2.1(d)(ii), recommendas applicable, in order to accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal. 7.3.3 Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the holders of Target Shares the Receiving Party’s securities shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 and Purchaser the Responding Party shall be afforded a new Response Period and the rights afforded in Section 7.3.2 in respect of each such Acquisition Proposal. 7.3.4 Where at any time within ten days before the Aris Meeting or the GCM Meeting, as applicable, the Receiving Party has provided the Responding Party with a notice under Section 7.3.1(a) hereof, an Acquisition Proposal has been publicly disclosed or announced, and the Response Period has not elapsed, then, subject to applicable Laws, at the Responding Party’s request, the Receiving Party will postpone or adjourn the Aris Meeting or the GCM Meeting, as applicable, to a date acceptable to the Responding Party, acting reasonably, which shall not be later than ten days after the scheduled date of the Aris Meeting or the GCM Meeting, as applicable, and shall, in the event that the Parties amend the terms of this Agreement pursuant to Section 7.3.2, ensure that the details of such amended Agreement are communicated to the shareholders of the Receiving Party prior to the postponed meeting or resumption of the adjourned meeting, as the case may be.

Right to Match. 7.3.1 Subject to paragraph 7.3.20, Target covenants that it will not accept, approve, recommend or enter into any agreement, understanding, arrangement or Contract in respect of a Superior Proposal (other than a confidentiality agreement permitted by paragraph 7.2.40) unless: 7.3.1.1 Target has complied with its obligations under Section 7.2 0 and the other provisions of this Article 7 0 and has provided Purchaser with a copy of the Superior Proposal; and 7.3.1.2 a period (the “Response Period”) of three business days shall have elapsed from the date on which Purchaser received written notice from the Board of Directors of Target that the Board of Directors of Target determined, subject only to compliance with this Section 7.30, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal. In the event that Target provides Purchaser with the notice contemplated in this Section on a date that is less than three business days prior to the Target Meeting, Target shall be entitled to adjourn the Target Meeting to a date that is not more than three business days after the date of such notice. 7.3.2 During the Response Period, Purchaser will have the right, but not the obligation, to offer to amend the terms of this Agreement. The Board of Directors of Target will review any such proposal by Purchaser to amend the terms of this Agreement, including an increase in, or modification of, the consideration to be received by the holders of Target Shares, to determine whether the Acquisition Proposal to which Purchaser is responding would be a Superior Proposal when assessed against the Arrangement as it is proposed by Purchaser to be amended. If the Board of Directors of Target determines that the Acquisition Proposal would no longer be a Superior Proposal if the Arrangement was so amended and Purchaser enters into an amendment to this Agreement incorporating the terms of the amended offer, the Board of Directors of Target will promptly publicly reaffirm its recommendation of the Arrangement. If the Board of Directors of Target determines that the Acquisition Proposal remains a Superior Proposal, Target may approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal. 7.3.3 Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the holders of Target Shares shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 0 and Purchaser shall be afforded a new Response Period in respect of each such Acquisition Proposal.