Common use of Definitive Agreement for Superior Proposal Clause in Contracts

Definitive Agreement for Superior Proposal. prior to receipt of the Requisite Stockholder Approval, the board of directors of the Company shall have authorized the Company to enter into a definitive agreement with respect to a Superior Proposal in compliance with the applicable provisions of Section 5.5(c); provided that, substantially concurrently with and as a condition to such termination, the Company enters into such definitive agreement and pays (or causes to be paid) at the direction of Parent the Termination Fee as specified in Section 7.3(a)(ii); or

Definitive Agreement for Superior Proposal. prior to receipt of the Requisite Stockholder Approval, the board of directors of the Company shall have authorized the Company to enter into a definitive agreement an Alternative Acquisition Agreement with respect to a Superior Proposal in compliance with the applicable provisions of Section 5.5(c5.5(e); provided that, substantially concurrently with and as a condition to such termination, the Company enters into such definitive agreement Alternative Acquisition Agreement and pays (or causes to be paid) at the direction of Parent the Termination Fee as specified in Section 7.3(a)(ii7.3(a)(iii); or

Definitive Agreement for Superior Proposal. prior to receipt of the Requisite Stockholder Approval, the board of directors of the Company shall have authorized the Company to enter into a definitive agreement an Alternative Acquisition Agreement with respect to a Superior Proposal in compliance with the applicable provisions of Section 5.5(c5.5(e); provided that, substantially concurrently with and as a condition to such termination, the Company enters into such definitive agreement Alternative Acquisition Agreement and pays (or causes to be paid) at the direction of Parent the Termination Fee Parent Expenses as specified in Section 7.3(a)(ii7.3(a)(iii); or