RESPECT TO THE BID CIRCULAR OR SCHEDULE
TO PROMPTLY AFTER RECEIPT OF SUCH COMMENTS.
THE OFFEROR SHALL USE ITS
COMMERCIALLY REASONABLE EFFORTS TO RESPOND TO SUCH COMMENTS PROMPTLY, SHALL
PROVIDE THE COMPANY WITH A REASONABLE OPPORTUNITY TO PARTICIPATE IN ALL
COMMUNICATIONS WITH ANY APPLICABLE SECURITIES AUTHORITY, INCLUDING MEETINGS AND
TELEPHONE CONFERENCES, RELATING TO THE BID CIRCULAR OR SCHEDULE TO AND SHALL
PROVIDE THE COMPANY COPIES OF ANY WRITTEN RESPONSES AND TELEPHONE NOTIFICATION
OF ANY VERBAL RESPONSES BY THE OFFEROR OR ITS COUNSEL IN RESPECT OF SUCH
COMMUNICATIONS.
(F)
THE COMPANY ACKNOWLEDGES AND AGREES THAT
THE OFFEROR MAY, IN ITS SOLE DISCRETION, MODIFY OR WAIVE ANY TERM OR CONDITION
OF THE OFFER, PROVIDED HOWEVER, THAT THE OFFEROR SHALL NOT, WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COMPANY: (I) VARY OR WAIVE THE MINIMUM CONDITION
DESCRIBED IN PARAGRAPH (A) OF SCHEDULE A HERETO; (II) DECREASE THE CONSIDERATION
PER SHARE; (III) CHANGE THE FORM OF CONSIDERATION PAYABLE UNDER THE OFFER (OTHER
THAN TO ADD ADDITIONAL CONSIDERATION, WHETHER IN THE FORM OF CASH OR SECURITIES
OF THE PARENT OR OTHERWISE); (IV) DECREASE THE NUMBER OF SHARES IN RESPECT OF
WHICH THE OFFER IS MADE; (V) IMPOSE ADDITIONAL CONDITIONS TO THE OFFER; OR (VI)
OR OTHERWISE VARY THE OFFER (OR ANY TERMS OR CONDITIONS THEREOF) IN A MANNER
WHICH IS ADVERSE TO SHAREHOLDERS.
(G)
THE OFFEROR AGREES THAT, PROVIDED ALL OF THE
CONDITIONS TO THE OFFER SET OUT IN SCHEDULE A SHALL HAVE BEEN SATISFIED OR
WAIVED, THE OFFEROR SHALL WITHIN THE TIME PERIODS REQUIRED BY APPLICABLE LAWS
TAKE UP AND PAY FOR ALL THE SHARES VALIDLY TENDERED (AND NOT WITHDRAWN) UNDER
THE OFFER AND IN ANY EVENT NOT LATER THAN THREE BUSINESS DAYS FOLLOWING THE TIME
AT WHICH IT BECOMES ENTITLED TO TAKE UP SUCH SHARES UNDER THE OFFER PURSUANT TO
APPLICABLE LAWS.
2.2
CONDITIONS PRECEDENT TO MAKING OF THE OFFER
The obligation of the Offeror to make the Offer is conditional on the prior
satisfaction of the following conditions:
(A)
THIS AGREEMENT SHALL NOT HAVE BEEN
TERMINATED;
(B)
THE COMPANY SHALL NOT BE IN BREACH OF ANY OF
ITS MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN;
(C)
ALL REPRESENTATIONS AND WARRANTIES OF THE
COMPANY CONTAINED HEREIN:
(I)
THAT ARE QUALIFIED BY A REFERENCE TO A
MATERIAL ADVERSE CHANGE OR MATERIALITY SHALL BE TRUE AND CORRECT IN ALL RESPECTS
AT THE TIME OF THE MAKING OF THE OFFER; AND
(II)
THAT ARE NOT QUALIFIED BY A REFERENCE TO A
MATERIAL ADVERSE CHANGE OR MATERIALITY SHALL BE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS AT THE TIME OF THE MAKING OF THE OFFER;
17
(D)
NO MATERIAL ADVERSE CHANGE SHALL HAVE
OCCURRED SINCE THE DATE HEREOF.
(E)
THE OFFEROR SHALL HAVE RECEIVED
CERTIFICATES OF THE COMPANY, SIGNED BY TWO SENIOR EXECUTIVES SATISFACTORY TO THE
OFFEROR, ACTING REASONABLY, DATED THE DATE OF THE MAKING OF THE OFFER,
CERTIFYING THE MATTERS SET OUT IN PARAGRAPHS (B) AND (C) ABOVE;
(F)
NO CIRCUMSTANCE, FACT, CHANGE, EVENT OR
OCCURRENCE SHALL EXIST OR HAVE OCCURRED, OTHER THAN A CIRCUMSTANCE, FACT,