Torq Resources Inc V.TORQ

Para 7.3

[MilitaryMan]

7.3 Notice of Superior Proposal Determination and Right to Match

(1) Subject to Section 7.3(2), (3) and (4), if the Board of Directors has concluded in good faith that any Acquisition Proposal constitutes a Superior Proposal, the Company may terminate this Agreement pursuant to Section 8.2(1)(e) and the Board of Directors may recommend such Superior Proposal to the Company Shareholders or change or withdraw its recommendation relating to the Agreement or the Arrangement after such termination and may enter into any agreement, understanding, letter of intent or arrangement with respect to such Superior Proposal; provided the Company shall have first:

(a) delivered written notice to Parent of the Company’s determination, subject only to compliance with this Section 7.3, to accept, approve, recommend or enter into a binding agreement to proceed with a Superior Proposal and to terminate this Agreement pursuant to Section 8.2(1)(e);

(b) complied with its obligations under Section 7.2 and the other provisions of this Article 7 and has provided Acquireco with a copy of the Superior Proposal (together with a written notice regarding the value and financial terms that the Board of Directors has in consultation with its financial advisors ascribed to any non-cash consideration offered under the said Superior Proposal);

(c) allowed a period (the "Response Period") of five business days to have lapsed from the date on which notice is delivered to Parent pursuant to Section 7.3(1)(a);

(d) if Acquireco has proposed to amend the terms of this Agreement in accordance with Section 7.3(2), determined that the Acquisition Proposal continues to constitute a Superior Proposal after taking into account the amendments;

(e) terminated, or shall concurrently terminate, this Agreement pursuant to Section 8.2(1)(e); and

(f) previously paid, or concurrently with termination will have paid, a portion of the Termination Fee in accordance with Section 7.4.

(2) During the Response Period, Acquireco will have the right, but not the obligation, to offer to amend the terms of this Agreement. The Board of Directors will review any such proposal by Acquireco to amend the terms of the Agreement, including an increase in, or modification of, the consideration to be received by the Company Shareholders, to determine

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whether the Acquisition Proposal to which Acquireco is responding would be a Superior Proposal when assessed against the Agreement as it is proposed by Acquireco to be amended. If the Board of Directors does not so determine, the Board of Directors will promptly, and, if requested by Acquireco to do so, publicly, reaffirm its recommendation of the transactions contemplated under this Agreement in the same manner as described in Section (a) of Schedule D hereto. If the Board of Directors does so determine, the Company may after the end of the Response Period approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal.

(3) Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Company Shareholders shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 and the Company shall be required to comply with Section 7.3(1) and (2) in respect of each such Acquisition Proposal.

(4) If the Response Period would not terminate before the date fixed for the Company Meeting, the Company shall adjourn the Company Meeting to a date that is at least one business day after the expiration of the Response Period.