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, (x) the Company Board may make a Change of Recommendation at any time prior to the Acceptance Time (1) if the Company receives a bona fide unsolicited written Acquisition Proposal following the Agreement Date that did not result from a violation or breach of Section 6.3(a) in any material respects and has not been withdrawn and the Company Board determines in good faith (after consultation with the Company’s outside legal and financial advisors) based on the information then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 (2) in response to a Company Intervening Event, in each case of (1) or (2), only if the Company Board determines in good faith that the failure to take such action would be reasonably expected to be inconsistent with the directors’ fiduciary duties under applicable Law and (y) if the Company Board is permitted to make a Change of Recommendation pursuant to clause (x)(1), the Company may also terminate this Agreement pursuant to Section 8.1(f) to concurrently enter into a definitive agreement with respect to the applicable Superior Proposal; provided, however, that neither the Company Board or the Company shall take any of the foregoing actions unless: (i) the Company shall have complied with its obligations under this Section 6.3(e); (ii) the Company shall have provided prior written notice (a “Determination Notice”) to Parent at least four (4) Business Days in advance (the “Notice Period”) to the effect that the Company Board intends to take such action and specifying in writing, in reasonable detail the circumstances giving rise to such proposed action, including, in the case such action is proposed to be taken in connection with an Acquisition Proposal, the information specified by Section 6.3(c) with respect to such Acquisition Proposal (it being understood and agreed that the delivery of a Determination Notice to Parent or Merger Sub in a confidential manner shall not, in and of itself, be deemed a Change of Recommendation); (iii) the Company shall have, during the Notice Period, negotiated with, Parent and its Representatives in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement such that (A) the failure to take such action would no longer reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law and (B) with respect to any such action to be taken in connection with an Acquisition Proposal, such Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that in the event of any material revision to the terms of such Superior Proposal or any material changes to the event that the Company Board has determined to be a Company Intervening Event, as the case may be, the Company shall be required to deliver a new Determination Notice to Parent and to comply with the requirements of Section 6.3(e)(ii) and this Section 6.3(e)(iii) with respect to such new Determination Notice and the revised Superior Proposal or Company Intervening Event, as the case may be contemplated thereby (provided, that the Notice Period for any such successive written notices shall be two (2) Business Days instead of four (4) Business Days); (iv) at or following the end of such Notice Period, the Company Board shall have determined in good faith based on the information then available that (A) after consultation with the Company’s outside legal and financial advisors, failure to take such action would continue to be reasonably expected to be inconsistent with the directors’ fiduciary duties under applicable Law and (B) with respect to any such action to be taken in connection with an Acquisition Proposal, such Acquisition Proposal continues to constitute a Superior Proposal, in each case taking into account any revisions to this Agreement made or proposed in writing by Parent prior to the time of such determination pursuant to clause (iii) above; and (v) in the event of a termination of this Agreement to enter into a definitive agreement with respect to a Superior Proposal, the Company shall have validly terminated this Agreement in accordance with Section 8.1 and paid the Company Termination Fee in accordance with Section 8.4.

Change of Recommendation / Superior Proposal Termination. Notwithstanding anything to the contrary in this Agreement, (xi) 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 (A) in connection with a Superior Proposal that is made and not withdrawn (and that continues to the Acceptance Time (1be a Superior Proposal) if the Company receives a bona fide unsolicited written Acquisition Proposal following the Agreement Date that and did not result from a violation or material breach of this Section 6.3(a5.3 or (B) other than in any material respects and has 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 been withdrawn and 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 the Company’s its outside legal counsel and independent financial advisorsadvisor) based on the information then available that such Acquisition Proposal constitutes a Superior Proposal or (2) in response to a Company Intervening Event, in each case of (1) or (2), only if the Company Board determines in good faith that the failure to take such action would reasonably be reasonably expected to be inconsistent with the directors’ fiduciary duties under applicable Law and (yii) if the Company Board is permitted to make a Change of Recommendation pursuant to clause (x)(1i)(A), the Company may also terminate this Agreement pursuant to Section 8.1(f7.1(f) to concurrently enter into a definitive agreement an Alternative Acquisition Agreement with respect to the applicable such Superior Proposal; provided, however, that neither the Company Board or nor the Company shall take any of the foregoing actions unless: (i) the Company shall have complied in all material respects with its obligations under this Section 6.3(e5.3(e); (ii) the Company shall have provided prior written notice (a “Determination Notice”) to Parent at least four (4) Business Days in advance (the “Notice Period”) to the effect that the Company Board intends to take such action and specifying in writing, in reasonable detail the circumstances giving rise to such proposed action, including, (A) in the case such action is proposed to be taken in connection with an Acquisition Proposal, the information specified by Section 6.3(c5.3(c) with respect to such Acquisition Proposal as well as identify the Person or group of Persons making such Superior Proposal and the material terms and conditions of such Superior Proposal (and such notice shall include an unredacted copy of the latest draft of the proposed Alternative Acquisition Agreement and all other material documents relating to such Superior Proposal including financing documents) and (B) in the case of an Intervening Event, a reasonably detailed description of the Intervening Event (it being understood and agreed that the delivery of a Determination Notice to Parent or Merger Sub in a confidential manner shall not, in and of itself, be deemed a Change of Recommendation); (iii) the Company shall have, during and shall have caused each of the Notice PeriodCompany Subsidiaries to have, and shall have instructed Representatives of the Company and the Company Subsidiaries to have, negotiated with, with Parent and its Representatives during the Notice Period in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement (and permitted Parent to make a presentation to the Company Board regarding such adjustments) such that (A) the failure to take such action would no longer reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law and (B) with respect to any such action to be taken in connection with (A) an Acquisition Proposal, the Company Board determined in good faith (after consultation with the Company’s outside legal counsel and independent financial advisor) that such Acquisition Proposal ceases to constitute a Superior ProposalProposal or that the Parent’s offer rendered the failure by the Company Board to make such Change of Recommendation no longer a breach of its fiduciary duties under applicable Law and (B) an Intervening Event, the Company Board no longer determines in good faith (after consultation with the Company’s outside legal counsel and independent financial advisor) that the failure to take such action would cause the Company Board to be in breach of its fiduciary duties under applicable Law, and in each of (A) and (B) the Company shall have agreed in writing to all adjustments in the terms and conditions of this Agreement as are necessary to reflect the Parent’s offer and, in each such case, the Company’s notice of the proposed Change of Recommendation or the termination of this Agreement shall be deemed to have been rescinded and of no further force and effect; provided, however, that in the event of any material revision to the terms or conditions of such Superior Proposal or any material changes to the event that the Company Board has determined to be a Company Intervening Event, as the case may beProposal, the Company shall be required to deliver a new Determination Notice to Parent and to comply with the requirements of Section 6.3(e)(ii5.3(e)(ii) and this Section 6.3(e)(iii5.3(e)(iii) with respect to such new Determination Notice and the revised Superior Proposal or Company Intervening Event, as the case may be contemplated thereby (provided, except that the Notice Period for any in respect of such successive written notices new Determination Notice shall be two three (2) Business Days instead of four (43) Business Days)) and Parent shall have had the right to submit a new or revised offer with respect thereto; (iv) at or following the end of such Notice Period, the Company Board shall have determined in good faith (after consultation with its outside legal counsel and independent financial advisor) based on the information then available that (A) after consultation with the Company’s outside legal and financial advisors, failure to take such action would continue to be reasonably expected to be inconsistent with the directors’ fiduciary duties under applicable Law and (B) with respect to any such action to be taken in connection with (A) an Acquisition Proposal, such Acquisition Proposal continues to constitute a Superior Proposal, in each case taking into account any revisions to this Agreement made or proposed in writing by Parent prior to the time Proposal and that none of such determination Parent’s offers pursuant to clause Section 5(e)(iii) (iiiif any) aboverendered the failure by the Company Board to make a Change of Recommendation no longer to be a breach of its fiduciary duties under applicable Law and (B) an Intervening Event, that the failure to take such action would cause the Company Board to be in breach of its fiduciary duties under applicable Law; and (v) in the event of a termination of this Agreement to enter into a definitive agreement an Alternative Acquisition Agreement with respect to a Superior Proposal, the Company shall have validly terminated this Agreement in accordance with Section 8.1 7.1(f) and prior to or concurrently with any termination of this Agreement, the Company shall have paid the Company Termination Fee in accordance with and any other amounts required by Section 8.47.4, including interest, if applicable, pursuant to Section 7.4(e).

Change of Recommendation / Superior Proposal Termination. Notwithstanding anything to the contrary in this Agreement, (x) the Company Board may make a Change of Recommendation at any time prior to the Offer Acceptance Time (1) if the Company receives a bona fide unsolicited written Acquisition Proposal following the Agreement Date that did not result from a violation or breach of Section 6.3(a) in any material respects 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 (2) in response to a Company Intervening Event, in each either case of (1) or (2), only if the Company Board determines in good faith that the failure to take such action would be reasonably expected to be inconsistent with the directors’ fiduciary duties under applicable Law and (y) if the Company Board is permitted to make a Change of Recommendation pursuant to clause (x)(1), the Company may also terminate this Agreement pursuant to Section 8.1(f) to concurrently enter into a definitive agreement an Alternative Acquisition Agreement with respect to the applicable Superior Proposal; provided, however, that neither the Company Board or the Company shall take any of the foregoing actions unless: (i) the Company shall have complied with its obligations under this Section 6.3(e); (ii) the Company shall have provided prior written notice (a “Determination Notice”) to Parent at least four five (45) Business Days in advance (the “Notice Period”) to the effect that the Company Board intends to take such action and specifying in writing, in reasonable detail the circumstances giving rise to such proposed action, including, in the case such action is proposed to be taken in connection with an Acquisition Proposal, the information specified by Section 6.3(c) with respect to such Acquisition Proposal (it being understood and agreed that the delivery of a Determination Notice to Parent or Merger Sub in a confidential manner shall not, in and of itself, be deemed a Change of Recommendation); (iii) the Company shall have, during the Notice Period, negotiated with, Parent and its Representatives in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement such that (A) the failure to take such action would no longer reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law and (B) with respect to any such action to be taken in connection with an Acquisition Proposal, such Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that in the event of any material revision to the terms of such Superior Proposal or any material changes to the event that the Company Board has determined to be a Company Intervening Event, as the case may be, the Company shall be required to deliver a new Determination Notice to Parent and to comply with the requirements of Section 6.3(e)(ii) and this Section 6.3(e)(iii) with respect to such new Determination Notice and the revised Superior Proposal or Company Intervening Event, as the case may be contemplated thereby (provided, that the Notice Period notice period for any such successive written notices shall be two three (23) Business Days instead of four five (45) Business Days); (iv) at or following the end of such Notice Period, the Company Board shall have determined in good faith based on the information then available that (A) after consultation with the Company’s outside legal and financial advisors, failure to take such action would continue to be reasonably expected to be inconsistent with the directors’ fiduciary duties under applicable Law and (B) with respect to any such action to be taken in connection with an Acquisition Proposal, such Acquisition Proposal continues to constitute a Superior Proposal, in each case taking into account any revisions to this Agreement made or proposed in writing by Parent prior to the time of such determination pursuant to clause (iii) above; and (v) in the event of a termination of this Agreement to enter into a definitive agreement an Alternative Acquisition Agreement with respect to a Superior Proposal, the Company shall have validly terminated this Agreement in accordance with Section 8.1 and paid the Company Termination Fee in accordance with Section 8.4.

Change of Recommendation / Superior Proposal Termination. Notwithstanding anything to the contrary in this Agreement, at any time prior to the time the Company Stockholder Approval is obtained, (x) the Company Board may make a Change of Recommendation at any time prior to the Acceptance Time (1) if the Company receives a bona fide unsolicited written Acquisition Proposal following the Agreement Date that did not result from a violation or breach of Section 6.3(a5.3(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 (2) other than in connection with an Acquisition Proposal, in response to a an event, occurrence, development or state of facts or circumstances occurring after the Agreement Date that was not known by the Company Intervening EventBoard prior to the Agreement Date, in each either case of (1) or (2), only if the Company Board determines in good faith that the failure to take such action would be reasonably expected to be inconsistent with the directors’ fiduciary duties under applicable Law and (y) if the Company Board is permitted to make a Change of Recommendation pursuant to clause (x)(1), the Company may also terminate this Agreement pursuant to Section 8.1(f) 7.1 to concurrently enter into a definitive agreement an Alternative Acquisition Agreement with respect to the applicable Superior Proposal; provided, however, that neither the Company Board or the Company shall take any of the foregoing actions unless: (i) the Company shall have complied with its obligations under this Section 6.3(e); (ii) the Company shall have provided prior written notice (a “Determination Notice”) to Parent at least four five (45) Business Days in advance (the “Notice Period”) to the effect that the Company Board intends to take such action and specifying in writing, in reasonable detail the circumstances giving rise to such proposed action, including, in the case such action is proposed to be taken in connection with an Acquisition Proposal, the information specified by Section 6.3(c5.3(c) with respect to such Acquisition Proposal (it being understood and agreed that the delivery of a Determination Notice to Parent or Merger Sub in a confidential manner shall not, in and of itself, be deemed a Change of Recommendation); (iiiii) the Company shall have, and shall have used reasonable best efforts to cause its Representatives to have, during the Notice Period, Period negotiated with, with Parent and its Representatives in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement such that (A) the failure to take such action would no longer reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law and (B) with respect to any such action to be taken in connection with an Acquisition Proposal, such Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that in the event of any material revision to the terms of such Superior Proposal or any material changes to the event that the Company Board has determined to be a Company Intervening Event, as the case may beProposal, the Company shall be required to deliver a new Determination Notice to Parent and to comply with the requirements of Section 6.3(e)(ii5.3(e)(i) and this Section 6.3(e)(iii5.3(e)(ii) with respect to such new Determination Notice and the revised Superior Proposal or Company Intervening Event, as the case may be contemplated thereby (provided, except that the Notice Period for any in respect of such successive written notices new Determination Notice shall be two the longer of (2x) three Business Days instead of four and (4y) Business Daysthe period remaining under the initial Notice Period); (iviii) at or following the end of such Notice Period, the Company Board shall have determined in good faith based on the information then available that (A) after consultation with the Company’s outside legal and financial advisors, ) based on the information then available that (A) failure to take such action would continue to be reasonably expected to be inconsistent with the directors’ fiduciary duties under applicable Law and (B) with respect to any such action to be taken in connection with an Acquisition Proposal, such Acquisition Proposal continues to constitute a Superior Proposal, in each case taking into account any revisions to this Agreement made or proposed in writing by Parent prior to the time of such determination pursuant to clause (iii) above; and (viv) in the event of a termination of this Agreement to enter into a definitive agreement an Alternative Acquisition Agreement with respect to a Superior Proposal, the Company shall have validly terminated this Agreement in accordance with Section 8.1 7.1 and paid the Company Termination Fee in accordance with Section 8.47.4.

Change of Recommendation / Superior Proposal Termination. Notwithstanding anything to the contrary in this Agreement, (xi) 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 (A) in connection with a Superior Proposal that is made and not withdrawn (and that continues to the Acceptance Time (1be a Superior Proposal) if the Company receives a bona fide unsolicited written Acquisition Proposal following the Agreement Date that and did not result from a violation or material breach of this Section 6.3(a5.3 or (B) other than in any material respects and has 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 been withdrawn and 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 the Company’s its outside legal counsel and independent financial advisorsadvisor) based on the information then available that such Acquisition Proposal constitutes a Superior Proposal or (2) in response to a Company Intervening Event, in each case of (1) or (2), only if the Company Board determines in good faith that the failure to take such action would reasonably be reasonably expected to be inconsistent with the directors’ fiduciary duties under applicable Law and (yii) if the Company Board is permitted to make a Change of Recommendation pursuant to clause (x)(1i)(A), the Company may also terminate this Agreement pursuant to Section 8.1(f7.1(f) to concurrently enter into a definitive agreement an Alternative Acquisition Agreement with respect to the applicable such Superior Proposal; provided, however, that neither the Company Board or nor the Company shall take any of the foregoing actions unless: (i) the Company shall have complied in all material respects with its obligations under this Section 6.3(e5.3(e); (ii) the Company shall have provided prior written notice (a “Determination Notice”) to Parent at least four (4) Business Days in advance (the “Notice Period”) to the effect that the Company Board intends to take such action and specifying in writing, in reasonable detail the circumstances giving rise to such proposed action, including, (A) in the case such action is proposed to be taken in connection with an Acquisition Proposal, the information specified by Section 6.3(c5.3(c) with respect to such Acquisition Proposal as well as identify the Person or group of Persons making such Superior Proposal and the material terms and conditions of such Superior Proposal (and such notice shall include an unredacted copy of the latest draft of the proposed Alternative Acquisition Agreement and all other material documents relating to such Superior Proposal including financing documents) and (B) in the case of an Intervening Event, a reasonably detailed description of the Intervening Event (it being understood and agreed that the delivery of a Determination Notice to Parent or Merger Sub in a confidential manner shall not, in and of itself, be deemed a Change of Recommendation); (iii) the Company shall have, during and shall have caused each of the Notice PeriodCompany Subsidiaries to have, and shall have instructed Representatives of the Company and the Company Subsidiaries to have, negotiated with, with Parent and its Representatives during the Notice Period in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement (and permitted Parent to make a presentation to the Company Board regarding such adjustments) such that (A) the failure to take such action would no longer reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law and (B) with respect to any such action to be taken in connection with (A) an Acquisition Proposal, the Company Board determined in good faith (after consultation with the Company’s outside legal counsel and independent financial advisor) that such Acquisition Proposal ceases to constitute a Superior ProposalProposal or that the Parent’s offer rendered the failure by the Company Board to make such Change of Recommendation no longer a breach of its fiduciary duties under applicable Law and (B) an Intervening Event, the Company Board no longer determines in good faith (after consultation with the Company’s outside legal counsel and independent financial advisor) that the failure to take such action would cause the Company Board to be in breach of its fiduciary duties under applicable Law, and in each of (A) and (B) the Company shall have agreed in writing to all adjustments in the terms and conditions of this Agreement as are necessary to reflect the Parent’s offer and, in each such case, the Company’s notice of the proposed Change of Recommendation or the termination of this Agreement shall be deemed to have been rescinded and of no further force and effect; provided, however, that in the event of any material revision to the terms or conditions of such Superior Proposal or any material changes to the event that the Company Board has determined to be a Company Intervening Event, as the case may beProposal, the Company shall be required to deliver a new Determination Notice to Parent and to comply with the requirements of Section 6.3(e)(ii5.3(e)(i) and this Section 6.3(e)(iii5.3(e)(iii) with respect to such new Determination Notice and the revised Superior Proposal or Company Intervening Event, as the case may be contemplated thereby (provided, except that the Notice Period for any in respect of such successive written notices new Determination Notice shall be two three (2) Business Days instead of four (43) Business Days)) and Parent shall have had the right to submit a new or revised offer with respect thereto; (iv) at or following the end of such Notice Period, the Company Board shall have determined in good faith (after consultation with its outside legal counsel and independent financial advisor) based on the information then available that (A) after consultation with the Company’s outside legal and financial advisors, failure to take such action would continue to be reasonably expected to be inconsistent with the directors’ fiduciary duties under applicable Law and (B) with respect to any such action to be taken in connection with (A) an Acquisition Proposal, such Acquisition Proposal continues to constitute a Superior Proposal, in each case taking into account any revisions to this Agreement made or proposed in writing by Parent prior to the time Proposal and that none of such determination Parent’s offers pursuant to clause Section 5(e)(iii) (iiiif any) aboverendered the failure by the Company Board to make a Change of Recommendation no longer to be a breach of its fiduciary duties under applicable Law and (B) an Intervening Event, that the failure to take such action would cause the Company Board to be in breach of its fiduciary duties under applicable Law; and (v) in the event of a termination of this Agreement to enter into a definitive agreement an Alternative Acquisition Agreement with respect to a Superior Proposal, the Company shall have validly terminated this Agreement in accordance with Section 8.1 7.1(f) and prior to or concurrently with any termination of this Agreement, the Company shall have paid the Company Termination Fee in accordance with and any other amounts required by Section 8.47.4, including interest, if applicable, pursuant to Section 7.4(e).

Change of Recommendation / Superior Proposal Termination. Notwithstanding Notwith-standing anything to the contrary in this Agreement, at any time prior to the time the Company Stockholder Approval is obtained, (x) the Company Board may make a Change of Recommendation at any time prior to the Acceptance Time (1) if the Company receives a bona fide unsolicited written Acquisition Proposal following the Agreement Date that did not result from a violation or breach of Section 6.3(a) in any material respects and has not been withdrawn 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 (2) in response to a Company Intervening Event, in each either case of (1) or (2), only if the Company Board determines in good faith that the failure to take such action would be reasonably expected to be inconsistent with the directors’ fiduciary duties under applicable Law and (y) if the Company Board is permitted to make a Change of Recommendation pursuant to clause (x)(1), the Company may also terminate this Agreement pursuant to Section 8.1(f) 7.1 to concurrently enter into a definitive agreement an Alternative Acquisition Agreement with respect to the applicable Superior Proposal; provided, however, that neither the Company Board or the Company shall take any of the foregoing actions unless: (i) the Company shall have complied in all material respects with its obligations under this Section 6.3(e5.3(e); (ii) the Company shall have provided prior written notice (a “Determination Notice”) to Parent at least four ninety-six (496) Business Days hours in advance (the “Notice Period”) to the effect that the Company Board intends to take such action and specifying in writing, in reasonable detail the circumstances giving rise to such proposed action, including, in the case such action is proposed to be taken in connection with an Acquisition Proposal, the information specified by Section 6.3(c5.3(c) with respect to such Acquisition Proposal (it being understood and agreed that the delivery of a Determination Notice to Parent or Merger Sub in a confidential manner shall not, in and of itself, be deemed a Change of Recommendation); (iii) the Company shall have, during the Notice Period, Period negotiated with, with Parent and its Representatives in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement such that (A) the failure to take such action would no longer reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law and (B) with respect to any such action to be taken in connection with an Acquisition Proposal, such Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that in the event of any material revision to the terms of such Superior Proposal or any material changes to the event that the Company Board has determined to be a Company Intervening Event, as the case may beProposal, the Company shall be required to deliver a new Determination Notice to Parent and to comply with the requirements of Section 6.3(e)(ii5.3(e)(ii) and this Section 6.3(e)(iii5.3(e)(iii) with respect to such new Determination Notice and the revised Superior Proposal or Company Intervening Event, as the case may be contemplated thereby (provided, except that the Notice Period for any such successive written notices references to ninety-six (96) hours shall be deemed to be two (2) Business Days instead of four (4Days) Business Days)and the revised Superior Proposal contemplated thereby; (iv) at or following the end of such Notice Period, the Company Board shall have determined in good faith based on the information then available that (A) after consultation with the Company’s outside legal and financial advisors, failure to take such action would continue to be reasonably expected to be inconsistent with the directors’ fiduciary duties under applicable Law and (B) with respect to any such action to be taken in connection with an Acquisition Proposal, such Acquisition Proposal continues to constitute a Superior Proposal, in each case taking into account any revisions to this Agreement made or proposed in writing by Parent prior to the time of such determination pursuant to clause (iii) above; and (v) in the event of a termination of this Agreement to enter into a definitive agreement an Alternative Acquisition Agreement with respect to a Superior Proposal, the Company shall have validly terminated this Agreement in accordance with Section 8.1 7.1 and paid the Company Termination Fee in accordance with Section 8.47.4.