Common use of COMPANY TRIGGERING EVENT Clause in Contracts

COMPANY TRIGGERING EVENT. A "Company Triggering Event" shall be deemed to have occurred if: (i) the board of directors of the Company shall have failed to recommend, or shall for any reason have withdrawn or shall have amended or modified in a manner adverse to Parent its unanimous (among all directors present) recommendation in favor of, the Merger or approval of this Agreement; (ii) the Company shall have failed to include in the Joint Proxy Statement the unanimous (among all directors present) recommendation of the board of directors of the Company in favor of approval of this Agreement and the Merger; (iii) the board of directors of the Company fails to unanimously reaffirm its recommendation in favor of approval of this Agreement and the Merger within five business days after the Parent requests in writing that such recommendation be reaffirmed; (iv) the board of directors of the Company shall have approved, endorsed or recommended any Acquisition Proposal; (v) the Company shall have entered into any letter of intent or similar document or any Contract relating to any Acquisition Proposal; (vi) the Company shall have failed to hold the Company Shareholders' Meeting as promptly as practicable and in any event within 45 days after the Form S-4 Registration Statement is declared effective under the Securities Act; (vii) a tender or exchange offer relating to securities of the Company shall have been commenced and the Company shall not have sent to its security holders, within five business days after the commencement of such tender or exchange offer, a statement disclosing that the Company recommends rejection of such tender or exchange offer; or (viii) an Acquisition Proposal is publicly announced, and the Company (A) fails to issue a press release announcing its opposition to such Acquisition Proposal within five business days after such Acquisition Proposal is announced or (B) otherwise fails to actively oppose such Acquisition Proposal.

COMPANY TRIGGERING EVENT. A "Company Triggering Event" shall be deemed to have occurred ifmean: (i) the failure of the board of directors of the Company shall have failed to recommendrecommend that the Company's shareholders vote to approve the Company Proposals, or shall for any reason have withdrawn the withdrawal or shall have amended or modified modification of the Company Board Recommendation in a manner adverse to Parent its unanimous (among all directors present) recommendation in favor of, the Merger or approval of this AgreementParent; (ii) the Company shall have failed to include in the Joint Proxy Statement the unanimous (among all directors present) recommendation of Company Board Recommendation and a statement to the effect that the board of directors of the Company has determined and believes that the Merger is in favor the best interests of approval of this Agreement and the MergerCompany's shareholders; (iii) the board of directors of the Company fails to unanimously reaffirm its recommendation in favor of approval of this Agreement and reaffirm, without qualification the Company Board Recommendation or fails to publicly state, without qualification that the Merger is in the best interests of the Company's shareholders, within five business days after the Parent Corporation requests in writing that such recommendation action be reaffirmedtaken; (iv) the board of directors of the Company shall have approved, endorsed or recommended or entered into an agreement regarding any Acquisition Proposal; (v) the Company shall have entered into any letter of intent or similar document or any Contract relating to any Acquisition Proposal; (vi) the Company shall have failed to hold the Company Shareholders' Meeting as promptly as practicable and in any event within 45 days after the Form S-4 Registration Statement is declared effective under the Securities Act; (vii) a tender or exchange offer relating to securities of the Company shall have been commenced and the Company shall not have sent to its security holderssecurityholders, within five ten business days after the commencement of such tender or exchange offer, a statement disclosing that the Company board of directors recommends rejection of such tender or exchange offer; or (viiivi) an Acquisition Proposal is publicly announced, and the Company (A) fails to issue a press release announcing its opposition to such Acquisition Proposal within five ten business days after such Acquisition Proposal is announced announced; or (Bix) otherwise fails to actively oppose such Acquisition Proposalthe Company shall have breached any of the covenants set forth in Section 6.10.

COMPANY TRIGGERING EVENT. A "Company Triggering EventCOMPANY TRIGGERING EVENT" shall be deemed to have occurred if: (i) the board of directors of the Company shall have failed to recommendrecommend that the Company stockholders accept the Offer, vote to adopt and approve this Agreement, or shall for any reason have withdrawn or shall have amended or modified in a manner adverse to Parent its unanimous (among all directors present) recommendation the Recommendations or shall otherwise have made a disclosure to the Company stockholders or a public announcement that makes it reasonably apparent that, absent the restriction contained in favor ofSection 4.3, the Merger Board of Directors of the Company would so withdraw, modify or approval amend any of this Agreementits Recommendations; (ii) the Company shall have failed to include the Recommendations in the Joint Registration Statement, the Preliminary Prospectus, the Offer Documents, the Post-Effective Amendment or the Proxy Statement the unanimous (among all directors present) recommendation of the board of directors of the Company in favor of approval of this Agreement and the MergerStatement; (iii) the board of directors of the Company fails to unanimously reaffirm in writing the Recommendations, or fails to reaffirm in writing its recommendation in favor of approval of this Agreement determination that the Offer and the Merger are in the best interests of the Company's stockholders, within five business days after the Parent requests in writing that such recommendation or determination be reaffirmed; (iv) the board of directors of the Company shall have approved, endorsed or recommended any Company Acquisition ProposalProposal or shall have resolved or announced an intention to do so; (v) the Company shall have entered into any letter of intent or similar document or any Contract relating to any Company Acquisition Proposal; (vi) the Company shall have failed to hold the Company Shareholders' Meeting as promptly as practicable and in any event within 45 days after the Form S-4 Registration Statement is declared effective under the Securities Act; (vii) a tender or exchange offer (other than the Offer) relating to securities of the Company shall have been commenced and the Company shall have recommended such offer or shall not have sent to its security holderssecurityholders, within five ten (10) business days after the commencement of such tender or exchange offer, a statement disclosing that the Company recommends rejection of such tender or exchange offer IT BEING UNDERSTOOD that taking no position or indicating its inability to take a position does not constitute recommending a rejection of such tender or exchange offer; or , (viiivii) an a Company Acquisition Proposal is publicly announced, and the Company (A) fails to issue a press release announcing its opposition to such Company Acquisition Proposal within five business days after such Company Acquisition Proposal is announced or (B) otherwise fails to actively oppose such Company Acquisition Proposal, or (viii) the Company breaches its obligations under Section 4.3 of this Agreement, except for any inadvertent breach of any notice provision contained in Section 4.3 which breach has been cured within 16 hours of its occurrence.

COMPANY TRIGGERING EVENT. A "Company Triggering Event" shall be deemed to have occurred if: (i) the board Board of directors Directors of the Company shall have failed to recommendrecommend that the Company's stockholders vote in favor of, or shall for any reason have withdrawn or shall have amended or modified in a manner adverse to Parent its unanimous recommendation (among all directors presentby 5 to 2 majority vote) recommendation that the Company's stockholders vote in favor of, the Merger or approval or adoption of this Agreement; (ii) the Company shall have failed to include in the Joint Proxy Statement Statement/Prospectus the unanimous (among all directors present) recommendation of the board Board of directors Directors of the Company that the Company's stockholders vote in favor of approval and adoption of this Agreement and the Merger; (iii) the board Board of directors of the Company fails to unanimously reaffirm its recommendation in favor of approval of this Agreement and the Merger within five business days after the Parent requests in writing that such recommendation be reaffirmed; (iv) the board of directors Directors of the Company shall have approved, endorsed or recommended any Acquisition Proposal; (viv) the Company shall have entered into any letter of intent or similar document or any Contract relating to any Acquisition Proposal; (viv) the Company shall have failed to hold the Company Shareholders' Meeting as promptly as practicable and in any event within 45 days after the Form S-4 Registration Statement is declared effective under definitive Proxy Statement/Prospectus was filed with the Securities ActSEC; (viivi) a tender or exchange offer relating to securities of the Company shall have been commenced and the Company shall not have published, sent or given to its security holderssecurityholders, within five ten (10) business days after the commencement of such tender or exchange offer, a statement disclosing that the Company recommends rejection of such tender or exchange offer; or (viiivii) an Acquisition Proposal is publicly announced, and the Company (A) fails to issue a press release announcing its opposition to such Acquisition Proposal within five ten (10) business days after such Acquisition Proposal is announced or (B) otherwise fails to actively oppose such Acquisition Proposal. TITAN DEFENSE. "Titan Defense" shall mean Titan Defense Systems Corporation, a Delaware corporation and wholly-owned subsidiary of Parent. CONSENT. "Consent" shall mean any approval, consent, ratification, permission, waiver or authorization (including any Governmental Authorization).

COMPANY TRIGGERING EVENT. A "“Company Triggering Event" ” shall be deemed to have occurred if: (ia) the board of directors of the Company Board shall have failed to recommendrecommend that the Company’s stockholders vote to adopt the Agreement, or shall for any reason have withdrawn or shall have amended or modified modified, in a manner adverse to Parent its unanimous (among all directors present) recommendation in favor ofParent, the Merger or approval of this AgreementCompany Board Recommendation; (iib) the Company shall have failed to include in the Joint Proxy Statement Statement/Prospectus the unanimous Company Board Recommendation or a statement to the effect that the Company Board has determined and believes that the Mergers are advisable to, and in the best interests of, the Company’s stockholders; (among all directors presentc) recommendation the Company Board fails to reaffirm the Company Board Recommendation, or fails to reaffirm its determination that the First Merger and the transactions contemplated by the Agreement are in the best interests of the board of directors of the Company in favor of approval of this Agreement and the Merger; (iii) the board of directors of the Company fails to unanimously reaffirm its recommendation in favor of approval of this Agreement and the Merger Company’s stockholders, within five business days 10 Business Days after the Parent reasonably requests in writing that such recommendation or determination be reaffirmedreaffirmed (which requests shall be limited to no more than once every 30 days); (ivd) the board of directors of the Company Board shall have approved, endorsed or recommended any Acquisition ProposalProposal with respect to the Company; (ve) the Company shall have entered into any letter of intent or similar document or any Contract relating to any Acquisition ProposalProposal with respect to the Company (other than a confidentiality agreement permitted pursuant to Section 4.4(a)); (vi) the Company shall have failed to hold the Company Shareholders' Meeting as promptly as practicable and in any event within 45 days after the Form S-4 Registration Statement is declared effective under the Securities Act; (viif) a tender or exchange offer relating with respect to the securities of the a Company Entity shall have been commenced by the filing of a Schedule TO with respect thereto and the Company shall not have sent disseminated to its security holderssecurityholders, within five business days 10 Business Days after the commencement of such tender or exchange offer, a statement disclosing that the Company recommends rejection of such tender or exchange offer; or (viiig) an Acquisition Proposal is with respect to the Company shall have been publicly announced, and the Company (A) fails shall have failed to issue a press release announcing its opposition to such Acquisition Proposal within five business days 10 Business Days following a request by Parent after such Acquisition Proposal is announced has been announced; or (Bh) otherwise fails to actively oppose such Acquisition Proposalthe Company shall have breached in any material respect any material provision of Section 4.4(a) or Section 5.2 of the Agreement.

COMPANY TRIGGERING EVENT. A "Company Triggering Event" shall be deemed to have occurred if: (i) the board of directors of the Company shall have failed to recommendrecommend that the Company's shareholders vote to approve the principal terms of the Merger, or shall for any reason have withdrawn or shall have amended or modified in a manner adverse to Parent its unanimous (among all the Company Board Recommendation, or shall have taken any other action which is reasonably determined by Parent to suggest that the board of directors present) recommendation in favor of, of the Company might not support the Merger or approval might not believe that the Merger is in the best interests of this Agreementthe Company's shareholders; (ii) the Company shall have failed to include in the Joint Proxy Statement the unanimous (among all directors present) recommendation of Company Board Recommendation or a statement to the effect that the board of directors of the Company has determined and believes that the Merger is in favor the best interests of approval of this Agreement and the MergerCompany's shareholders; (iii) the board of directors of the Company fails to unanimously reaffirm the Company Board Recommendation, or fails to reaffirm its recommendation in favor of approval of this Agreement and determination that the Merger is in the best interests of the Company's shareholders, within five business days after the Parent requests in writing that such recommendation or determination be reaffirmed; (iv) the board of directors of the Company shall have approved, endorsed or recommended any Acquisition Proposal; (v) the Company shall have entered into any letter of intent or similar document or any Contract relating to any Acquisition Proposal; (vi) the Company shall have failed to hold the Company Shareholders' Meeting as promptly as practicable and in any event within 45 days after the Form S-4 Registration Statement is declared effective under the Securities Act; (vii) a tender or exchange offer relating to securities of the Company shall have been commenced and the Company shall not have sent to its security holderssecurityholders, within five 10 business days after the commencement of such tender or exchange offer, a statement disclosing that the Company recommends rejection of such tender or exchange offer; or (viii) an Acquisition Proposal is publicly announced, and the Company (A) fails to issue a press release announcing its opposition to such Acquisition Proposal within five business days after such Acquisition Proposal is announced or (B) otherwise fails to actively oppose such Acquisition Proposal; or (ix) any of the Acquired Corporations or any Representative of any of the Acquired Corporations shall have violated any of the restrictions set forth in Section 4.3.