Common use of Subsequent Acquisition Transaction Clause in Contracts

Subsequent Acquisition Transaction. If, within 120 days after the date of the Offer, the Offer has been accepted by Shareholders holding not less than 90% of the outstanding Shares, excluding Shares held at the date of the Offer by or on behalf of the Offeror, or an Affiliate or associate of the Offeror, the Offeror may, to the extent possible, acquire the remainder of the Shares from those Shareholders who have not accepted the Offer pursuant to the statutory right of acquisition pursuant to Section 206 of the CBCA (the "Compulsory Acquisition"). If that statutory right of acquisition is not available or Offeror chooses not to avail itself of such statutory right of acquisition, Offeror covenants that it will use its commercially reasonable efforts to pursue other means of acquiring the remaining Shares not tendered to the Offer as soon as practicable, but in any event, not later than 120 days after the Expiry Time for consideration per Share at least equal in value to the consideration paid by the Offeror under the Offer. The Company agrees that, upon the Offeror taking up and paying for more than a simple majority of the outstanding Shares (on a Diluted Basis) under the Offer, it will assist the Offeror in acquiring the balance of the Shares by such means as may be determined by the Offeror, including by way of amalgamation, statutory arrangement, capital reorganization or other transaction of the Company and the Offeror or an Affiliate of the Offeror (a "Subsequent Acquisition Transaction") for consideration per Share at least equal in value to the consideration paid by the Offeror under the Offer. ARTICLE 3

Subsequent Acquisition Transaction. If, within 120 days after the date of the Offer, the Offer has been accepted by Shareholders holding not less than 90% of the outstanding Shares, excluding Shares held at the date of the Offer by or on behalf of the Offeror, or an Affiliate or associate of the Offeror, the Offeror may, to the extent possible, acquire the remainder of the Shares from those Shareholders who have not accepted the Offer pursuant to the statutory right of acquisition pursuant to Section 206 of the CBCA (the "“Compulsory Acquisition"”). If that statutory right of acquisition is not available or Offeror chooses not to avail itself of such statutory right of acquisition, Offeror covenants that it will use its commercially reasonable efforts to pursue other means of acquiring the remaining Shares not tendered to the Offer as soon as practicable, but in any event, not later than 120 days after the Expiry Time for consideration per Share at least equal in value to the consideration paid by the Offeror under the Offer. The Company agrees that, upon the Offeror taking up and paying for more than a simple majority of the outstanding Shares (on a Diluted Basis) under the Offer, it will assist the Offeror in acquiring the balance of the Shares by such means as may be determined by the Offeror, including by way of amalgamation, statutory arrangement, capital reorganization or other transaction of the Company and the Offeror or an Affiliate of the Offeror (a "“Subsequent Acquisition Transaction"”) for consideration per Share at least equal in value to the consideration paid by the Offeror under the Offer. ARTICLE 3.