Definition of Intervening Event. For purposes of this Agreement, “Intervening Event” means an event, fact, circumstance, development or occurrence that (i) was not known to or reasonably foreseeable by the Board of Directors as of the date of this Agreement, which event or circumstance becomes known to or by the Board of Directors prior to receipt of the Company Stockholder Approval or (ii) was known to or reasonably foreseeable by the Board of Directors as of the date of this Agreement, but the consequences of which (or the magnitude thereof) were not and (iii) does not relate to an Acquisition Proposal; provided, that in no event shall the following constitute or be taken into account in determining the existence of an Intervening Event: (A) the Company meeting, failing to meet or exceeding any internal or published revenue or earnings forecasts or projections for any period or (B) changes in the market price or trading volume of Company Common Shares, provided that in the case of the foregoing clauses (A) and (B), the underlying causes of such Effect may be considered and taken into account in determining whether there has been an Intervening Event.
Definition of Intervening Event. For purposes of this Agreement, “Intervening Event” means any material change, event, occurrence or development that occurs, arises or becomes known to the Board of Directors of the Company after the date of this Agreement and prior to obtaining the Company Stockholder Approval, to the extent that such change, event, occurrence or development was unknown to the Board of Directors of the Company and was not reasonably foreseeable, in each case, as of the date of this Agreement; provided that the receipt by the Company, the existence or the terms of an Acquisition Proposal or a Superior Proposal shall not, in any event, be deemed to constitute an Intervening Event.
Definition of Intervening Event. For purposes of this Agreement, “Intervening Event” means a material development or change in material circumstances (other than an Acquisition Proposal or a Superior Proposal) occurring or arising after the date of this Agreement, that was neither known to the Board of Directors as of the date hereof nor reasonably foreseeable by the Board of Directors as of or prior to the date hereof, which becomes known to the Board of Directors prior to the receipt of the Company Stockholder Approval; provided that no development or change in circumstances shall constitute an Intervening Event if such development or change in circumstances resulted from or arose out of the announcement, pendency or consummation of the transactions contemplated by this Agreement.
Definition of Intervening Event. For purposes of this Agreement, “Intervening Event” means an event, fact, circumstance, development or occurrence that (i) was not known to or reasonably foreseeable by the Board of Directors as of the date of this Agreement, which event, fact, circumstance, development or occurrence becomes known to or by the Board of Directors prior to receipt of the Required Approval or (ii) was known to or reasonably foreseeable by the Board of Directors as of the date of this Agreement, but the consequences of which (or the magnitude thereof) were not and (iii) does not relate to an Acquisition Proposal; provided, that in no event shall the following constitute or be taken into account in determining the existence of an Intervening Event: (A) the Company meeting, failing to meet or exceeding any internal or published revenue or earnings forecasts or projections for any period or (B) changes in the market price or trading volume of Common Shares, provided that in the case of the foregoing clauses (A) and (B), the underlying causes of such Effect may be considered and taken into account in determining whether there has been an Intervening Event.
Definition of Intervening Event. For purposes of this Agreement, “Intervening Event” means material events, changes, circumstances, state of facts, condition or developments occurring or arising after the date of this Agreement that (i) was not known or reasonably foreseeable, or the material consequences or magnitude of which were not known or reasonably foreseeable, in each case to the Board of Directors of Aspen as of or prior to the date of this Agreement, and (ii) does not relate to the receipt, existence, or terms of an Acquisition Proposal (an “Intervening Event”); provided that in no event shall any of the matters referred to in clauses (i)-(iii) of the definition of Xxxxxxx Material Adverse Effect constitute an Intervening Event or be taken account in determining whether an Intervening Event has occurred.
Definition of Intervening Event. For purposes of this Agreement, “Intervening Event” means a material Effect that was not known and was not reasonably foreseeable to the Summit Board prior to Summit’s execution and delivery of this Agreement (or, if known or foreseeable, the consequences, probability or magnitude of which were not known by the Summit Board as of the date hereof), which Effect, or any consequence thereof (or probability or magnitude of which), occurs, arises or becomes known to the Summit Board after Summit’s execution and delivery of this Agreement and before the Summit Stockholder Approval is obtained; provided that in no event shall any of the following be an Intervening Event or be taken into account in determining whether an Intervening Event has occurred: (a) the receipt, existence or terms of a Summit Acquisition Proposal or a Superior Proposal or any inquiry or communications or matters relating; (b) the fact that Summit and its Subsidiaries meet or exceed (1) any public estimates or expectations for Summit’s revenue, earnings or other financial operations or results for any financial period, or (2) any internal budgets, plans, projections or forecasts of its revenues, earnings or other financial performance or results of operations for any financial period (it being understood that any underlying cause may be taken into account in determining whether there has been an Intervening Event), or (c) any change in the market price or change in the trading volume of Summit Common Stock (it being understood that any underlying cause may be taken into account in determining whether there has been an Intervening Event).
Definition of Intervening Event. For purposes of this Agreement, “Intervening Event” means an event, fact, circumstance, development or occurrence that (i) was not known to or reasonably foreseeable by the Board of Directors as of the date of this Agreement, which event, fact, circumstance, development or occurrence becomes known to or by the Board of Directors prior to receipt of the Company Stockholder Approval or (ii) was known to or reasonably foreseeable by the Board of Directors as of the date of this Agreement, but the consequences of which (or the magnitude thereof) were not known or reasonably foreseeable to the Board of Directors as of the date of this Agreement but became known or reasonably foreseeable to the Board of Directors after the date of this Agreement but prior to the receipt of the Company Stockholder Approval, and, in each case, does not relate to an Acquisition Proposal; provided that in no event shall any of the following constitute or be deemed an Intervening Event: (A) the receipt, existence or terms of an Acquisition Proposal or any matter relating thereto or the consequences thereof, (B) any change in the price or trading value of the Company Common Shares or other securities of the Company (it being understood that the underlying cause of any of such change may be considered and taken into account), (C) the fact, in and of itself, that the Company exceeds earnings projections or predictions or results of operations made by the Company or securities or financial analysts or any resulting analyst upgrades of the Company Securities (it being understood that the underlying cause of any such events may be considered and taken into account) and (D) any Effect to the extent resulting from any breach of this Agreement by the Company.
Definition of Intervening Event. For purposes of this Agreement, “Intervening Event” means an event, fact, circumstance, development or occurrence that (i) was not known to the Board of Directors as of the date of this Agreement and does not relate to an Acquisition Proposal, which event or circumstance becomes known to or by the Board of Directors prior to the Acceptance Time or (ii) was known to the Board of Directors as of the date of this Agreement, but the consequences of which (or the magnitude thereof) were not.
