Lawson Lundell LLP

2020 Canadian Public Energy M&A Review (FINAL)

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Lawson Lundell LLP 44 47. Is the Target allowed to waive existing standstills on receipt of a Superior Proposal? (a) Yes, but subject to limitations (17%) (b) No (83%) 48. Does the Purchaser have a right to match the second offer? (a) No (2%) (b) Yes (98%) 49. How long is the period in which the right to match is open to the Purchaser? (a) 2 days (5%) (b) 3 days (29%) (c) 4 days (12%) (d) 5 days (50%) (e) 6 days or more (5%) 50. Is the Target permitted to terminate the agreement when it determines to accept a Superior Proposal, even if the Target has breached its no-shop obligations? (a) No (95%) (b) Yes (5%) 51. Is the Target required to re-affirm its recommendation of the Purchaser's proposal in certain circumstances? (a) At the request of the Purchaser (31%) (b) After receiving an acquisition proposal that is not a Superior Proposal (63%) (c) After receiving a Superior Proposal that results in an amendment of the Purchaser's offer that renders the proposal not superior (69%)

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