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 holders of not less than 90% of the outstanding Common Shares, Bidco shall use its reasonable best efforts, to the extent permitted by applicable law, to acquire the remainder of the Common Shares from those Shareholders who have not accepted the Offer pursuant to Section 188 of the Business Corporations Act (Ontario) (the "OBCA") at the same price as in the Offer. If that statutory right of acquisition is not available, Bidco may pursue other means of acquiring the remaining Common Shares not tendered to the Offer. In the event Bidco takes up and pays for Common Shares under the Offer representing at least 66-2/3% of the Common Shares (on a Fully-Diluted Basis), the Company agrees to cooperate with Bidco and to use its reasonable best efforts to enable Bidco to acquire the remaining Common Shares by way of amalgamation,statutory arrangement, capital reorganization or other transaction involving the Company and Bidco or an Affiliate (as defined in the Securities Act (Ontario)) of Bidco (a "Subsequent Acquisition Transaction"), provided that the consideration offered in connection with the Subsequent Acquisition Transaction is at least equivalent in value to the consideration offered under the Offer.