Superior Proposal
means a
bona fide
written Acquisition Proposal
that the Board in good faith determines (after consultation with its outside counsel and financial advisors) (a) is more favorable from a financial point of view to the Company Shareholders (solely in their capacities as Company Shareholders)
than the Arrangement and is reasonably capable of being consummated in accordance with its terms, in each case after taking into account all other relevant factors permitted by applicable Law (including regulatory, legal, financing, timing and other
factors, all conditions included in such Acquisition Proposal and the identity of the Person or group of Persons making such Acquisition Proposal) and (b) is not subject to any diligence or financing condition; provided, that for purposes of
the definition of
Superior Proposal
, the references to
20% or more
in the definition of Acquisition Proposal shall be deemed to be references to
a majority
.
Takeover Laws
has the meaning set forth in
Section
3.20
.
Tax Return
means any return, declaration, election, form, report, statement, information statement or other document filed
or required to be filed with respect to Taxes, including any claims for refunds or estimates of Taxes, any information returns and any amendments, supplements, or schedules to any of the foregoing.
Tax
means any and all national, supranational, federal, provincial, state, regional, local or municipal and other taxes,
levies, excises, fees, assessments, imposts, duties, and other similar charges imposed by a Governmental Authority (including any interest, fines, assessments, penalties or additions to tax imposed in connection therewith or with respect thereto)
including (i) taxes imposed on, or measured by gross or net income, franchise, profits, receipts, gains, windfalls, capital, production, or recapture and (ii) ad valorem, value added, capital gains, sales, goods and services, harmonized
sales, use, real or personal property, capital stock, license, branch, payroll, estimated, withholding, employment, social security (or similar), government pension plan premiums or contributions, unemployment, health, employee health, workers
compensation, education, utility, severance, excise, stamp, occupation, premium, transfer taxes, land transfer taxes and customs duties.
Telecom Approvals
has the meaning set forth in
Section
7.1(c)(ii)
.
Termination Fee
means $49,410,000, except that the Termination Fee shall be equal to $17,650,000 in the event that this
Agreement is terminated by the Company pursuant to
Section
8.1(c)(ii)
in order to enter into a definitive agreement with an Excluded Party with respect to a Superior Proposal.
Transaction Documents
means collectively, this Agreement, the Plan of Arrangement, the Guarantee, the Financing Commitments
and any agreement or document contemplated to be delivered hereby or thereby.
TSX
means The Toronto Stock Exchange.
Willful and Material Breach
means a deliberate act or a deliberate failure to act by a party, which act or failure to
act constitutes in and of itself a material breach of this Agreement by such party and which was undertaken with the knowledge of such party that such
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