BEHALF OF THE COMPANY BEFORE THE DATE OF THIS AGREEMENT WITH RESPECT TO ANY
ALTERNATIVE TRANSACTION, AND SHALL AS SOON AS PRACTICABLE REQUEST THE RETURN OR
DESTRUCTION OF ALL CONFIDENTIAL INFORMATION PREVIOUSLY PROVIDED TO ANY OTHER
PERSON IN CONNECTION THEREWITH (SUBJECT TO THE RIGHT OF THE RECIPIENT TO RETAIN
A COPY SOLELY FOR ARCHIVAL OR COMPLIANCE PURPOSES PURSUANT TO THE TERMS OF ANY
CONFIDENTIALITY BETWEEN THE COMPANY AND SUCH PARTY), EXCEPT AS CONTEMPLATED BY
SECTION 2.5(B). THE COMPANY AGREES NOT TO RELEASE OR PERMIT THE RELEASE OF ANY
THIRD PARTY FROM ANY CONFIDENTIALITY OR STANDSTILL OBLIGATION SET FORTH IN ANY
AGREEMENT WITH THE COMPANY TO WHICH SUCH THIRD PARTY IS A PARTY OR BOUND; IT
BEING UNDERSTOOD HOWEVER THAT SUCH STANDSTILL OBLIGATION (I) MAY, IN SOME
CIRCUMSTANCES BE TERMINATED UNILATERALLY BY THE THIRD PARTY IN ACCORDANCE WITH
THE TERMS OF THE APPLICABLE CONFIDENTIALITY AGREEMENT AND
(II) MAY BE
TERMINATED BY THE COMPANY IN ORDER TO PERMIT THE IMPLEMENTATION OF A SUPERIOR
PROPOSAL WHERE THE BOARD OF DIRECTORS DETERMINES THAT SUCH THIRD PARTY HAS MADE
OR IS REASONABLY LIKELY TO MAKE A SUPERIOR PROPOSAL.
(B)
THE COMPANY AND ITS SUBSIDIARIES SHALL NOT,
AND SHALL INSTRUCT AND DIRECT AND USE REASONABLE EFFORTS TO CAUSE THEIR
RESPECTIVE EMPLOYEES, FINANCIAL ADVISORS, COUNSEL OR OTHER REPRESENTATIVES OR
AGENTS, DIRECTLY OR INDIRECTLY, NOT TO:
(I)
SOLICIT, INITIATE OR ENCOURAGE ANY
ALTERNATIVE TRANSACTION;
(II)
PARTICIPATE IN ANY DISCUSSIONS OR
NEGOTIATIONS WITH ANY PERSON (OTHER THAN THE OFFEROR AND ITS SUBSIDIARIES AND
THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, FINANCIAL ADVISORS,
COUNSEL OR OTHER REPRESENTATIVES) IN RESPECT OF ANY ALTERNATIVE TRANSACTION;
(III)
PERMIT ACCESS TO THE COMPANY'S ELECTRONIC
DATA ROOM OR PROVIDE ANY CONFIDENTIAL INFORMATION RELATING TO THE COMPANY OR ITS
SUBSIDIARIES TO ANY PERSON IN CONNECTION WITH ANY ALTERNATIVE TRANSACTION; OR
(IV)
OTHERWISE CO-OPERATE IN ANY WAY WITH ANY
EFFORT OR ATTEMPT BY ANY OTHER PERSON TO DO OR SEEK TO DO ANY OF THE FOREGOING;
provided, however, that the Company shall not be bound by the foregoing
restrictions in paragraphs (ii), (iii) and (iv) of this Section 6.3(b) in
respect of any proposal that could reasonably be expected to lead to (in the
determination of the Board of Directors) a Superior Proposal received by the
Company from another Person, provided it was not solicited by the Company, any
Subsidiary of the Company, or any of their respective Employees, financial
advisors, counsel or other representatives or agents after the date hereof
provided the Company complies with the requirements of Section 2.5.
29
6.4
BOARD OF DIRECTORS OF THE COMPANY
Immediately following the acquisition pursuant to the Offer by the Offeror of at
least such number of Shares as represents a majority of the then outstanding
Shares, and from time to time thereafter, the Company shall co-operate with the
Offeror and upon request, use reasonable efforts subject to the provisions of
the CBCA, to (i) secure the resignations of such number of Company directors as
may be required to enable the Offeror's designees to be elected or appointed