Lawson Lundell LLP

2020 Canadian Public Energy M&A Review (FINAL)

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Lawson Lundell LLP 43 No Shop Obligations and Fiduciary Out 44. The Target is subject to an obligation not to solicit or advance alternative proposals. Do breaches of these obligation by representatives of the Target also constitute a breach of this obligation? (a) No (2%) (b) Yes (98%) 45. What are the elements of a "Superior Proposal" that permit the Target to negotiate an alternative transaction? Standard (80%+) The proposal must be in writing The proposal must be bona fide Funds required to complete the transaction are likely available The proposal is financially more favorable (after consultation with financial advisor) The proposal is likely to be completed without undue delay Common (41-79%) The proposal is made for all or substantially all of either the shares or assets of the Target Acceptance of the proposal would, after consulting with legal advisors, be consistent with fiduciary duties of the board The proposal is not subject to any due diligence of the Target The proposal did not result from breach of the agreement Uncommon (10-40%) The proposal complies with all applicable laws Rare (less than 10%) The person making the proposal will not require access to books/records of the Target longer than time specified in the agreement The person making the proposal has a limited period in which to conduct its diligence of the Target 46. What information is the Target required to deliver to the Purchaser regarding a Superior Proposal? Standard (80%+) Prompt notice that it is entering discussions Common (41-79%) A copy of the proposal and all related written documents (within 24-48 hours) Copies of all information provided to the person making the Superior Proposal (within 24-48 hours) Notice of any communication related to the Superior Proposal (within 24-48 hours) Uncommon (10-40%) None Rare (less than 10%) None

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