Common use of Change of Recommendation / Superior Proposal Termination Clause in Contracts

Change of Recommendation / Superior Proposal Termination. Notwithstanding anything to the contrary in this Agreement, (i) at any time prior to the time the Company Stockholder Approval is obtained, the Company Board may make a Change of Recommendation (A) in connection with a Superior Proposal that is made and not withdrawn (and that continues to be a Superior Proposal) and did not result from a material breach of this Section 5.3 or (B) other than in connection with an Acquisition Proposal, in response to an event, occurrence, development or state of facts or circumstances occurring after the Agreement Date that was not known by the Company Board prior to the Agreement Date (an “Intervening Event”), in either case of (A) or (B), only if the Company Board determines in good faith (after consultation with its outside legal counsel and independent financial advisor) that the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law and (ii) if the Company Board is permitted to make a Change of Recommendation pursuant to clause (i)(A), the Company may also terminate this Agreement pursuant to Section 7.1(f) to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal; provided, however, that neither the Company Board nor the Company shall take any of the foregoing actions unless:

Change of Recommendation / Superior Proposal Termination. Notwithstanding Notwith-standing anything to the contrary in this Agreement, (i) at any time prior to the time the Company Stockholder Approval is obtained, (x) the Company Board may make a Change of Recommendation (A1) in connection with if the Company receives a Superior bona fide unsolicited Acquisition Proposal following the Agreement Date that is made and not withdrawn (and that continues to be a Superior Proposal) and did not result from a material breach violation of this Section 5.3 and the Company Board determines in good faith (after consultation with the Company’s outside legal and financial advisors) based on the information then available that such Acquisition Proposal constitutes a Superior Proposal or (B2) other than in connection with an Acquisition Proposal, in response to an event, occurrence, development or state of facts or circumstances occurring after the Agreement Date that was not known by the a Company Board prior to the Agreement Date (an “Intervening Event”), in either case of (A1) or (B2), only if the Company Board determines in good faith (after consultation with its outside legal counsel and independent financial advisor) that the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law and (iiy) if the Company Board is permitted to make a Change of Recommendation pursuant to clause (i)(Ax)(1), the Company may also terminate this Agreement pursuant to Section 7.1(f) 7.1 to enter into an Alternative Acquisition Agreement with respect to such the applicable Superior Proposal; provided, however, that neither the Company Board nor or the Company shall take any of the foregoing actions unless:

Change of Recommendation / Superior Proposal Termination. Notwithstanding anything to the contrary in this Agreement, (ix) at any time prior to the time the Company Stockholder Approval is obtained, the Company Board may make a Change of Recommendation at any time prior to the Offer Acceptance Time (A1) in connection with if the Company receives a Superior bona fide unsolicited written Acquisition Proposal following the Agreement Date that is made and not withdrawn (and that continues to be a Superior Proposal) and did not result from a material violation or breach of this Section 5.3 6.2 and has not been withdrawn and the Company Board determines in good faith (after consultation with the Company’s outside legal and financial advisors) based on the information then available that such Acquisition Proposal constitutes a Superior Proposal or (B2) other than in connection with an Acquisition Proposal, in response to an event, occurrence, development or state of facts or circumstances occurring after the Agreement Date that was not known by the a Company Board prior to the Agreement Date (an “Intervening Event”), in either case of (A1) or (B2), only if the Company Board determines in good faith (after consultation with its outside legal counsel and independent financial advisor) that the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law and (iiy) if the Company Board is permitted to make a Change of Recommendation pursuant to clause (i)(Ax)(1), the Company may also terminate this Agreement pursuant to Section 7.1(f8.1(f) to enter into an Alternative Acquisition Agreement with respect to such the applicable Superior Proposal; provided, however, that neither the Company Board nor or the Company shall take any of the foregoing actions unless:

Change of Recommendation / Superior Proposal Termination. Notwithstanding anything to the contrary in this Agreement, (ix) at any time prior to the time the Company Stockholder Approval is obtained, the Company Board may make a Change of Recommendation at any time prior to the Acceptance Time (A1) in connection with if the Company receives a Superior bona fide unsolicited written Acquisition Proposal following the Agreement Date that is made and not withdrawn (and that continues to be a Superior Proposal) and did not result from a material violation or breach of this Section 5.3 6.3(a) in any material respects and has not been withdrawn and the Company Board determines in good faith (after consultation with the Company’s outside legal and financial advisors) based on the information then available that such Acquisition Proposal constitutes a Superior Proposal or (B2) other than in connection with an Acquisition Proposal, in response to an event, occurrence, development or state of facts or circumstances occurring after the Agreement Date that was not known by the a Company Board prior to the Agreement Date (an “Intervening Event”), in either each case of (A1) or (B2), only if the Company Board determines in good faith (after consultation with its outside legal counsel and independent financial advisor) that the failure to take such action would be reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law and (iiy) if the Company Board is permitted to make a Change of Recommendation pursuant to clause (i)(Ax)(1), the Company may also terminate this Agreement pursuant to Section 7.1(f8.1(f) to concurrently enter into an Alternative Acquisition Agreement a definitive agreement with respect to such the applicable Superior Proposal; provided, however, that neither the Company Board nor or the Company shall take any of the foregoing actions unless:

Change of Recommendation / Superior Proposal Termination. Notwithstanding anything to the contrary in this Agreement, (i) at any time prior to the time the Company Stockholder Approval is obtained, (x) the Company Board may make a Change of Recommendation (A1) in connection with if the Company receives a Superior bona fide unsolicited Acquisition Proposal following the Agreement Date that is made and not withdrawn (and that continues to be a Superior Proposal) and did not result from a material breach violation of this Section 5.3 5.3(a) and the Company Board determines in good faith (after consultation with the Company’s outside legal and financial advisors) based on the information then available that such Acquisition Proposal constitutes a Superior Proposal or (B2) other than in connection with an Acquisition Proposal, in response to an event, occurrence, development or state of facts or circumstances occurring after the Agreement Date that was not known by the Company Board prior to the Agreement Date (an “Intervening Event”)Date, in either case of (A1) or (B2), only if the Company Board determines in good faith (after consultation with its outside legal counsel and independent financial advisor) that the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law and (iiy) if the Company Board is permitted to make a Change of Recommendation pursuant to clause (i)(Ax)(1), the Company may also terminate this Agreement pursuant to Section 7.1(f) 7.1 to enter into an Alternative Acquisition Agreement with respect to such the applicable Superior Proposal; provided, however, that neither the Company Board nor or the Company shall take any of the foregoing actions unless: