Exception for Other Events. Notwithstanding any other provision of this Agreement, at any time prior to obtaining the Company Stockholder Approval, if the Board of Directors (acting upon the recommendation of the Special Committee) determines in good faith, after consultation with outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties under Delaware Law, the Board of Directors may (A) approve any transaction under, or any Person becoming an “interested stockholder” under, Section 203 of Delaware Law on a conditional basis in order to evaluate whether a bona fide, written Acquisition Proposal received by the Company or any of its Representatives would reasonably be expected to lead to a Superior Proposal under Section 6.03(c)(i)(y) or (B) in response to an Intervening Event, and subject to compliance with Section 6.03(d), make an Adverse Recommendation Change.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Rennes Fondation), Agreement and Plan of Merger (Goldman Sachs Group Inc), Agreement and Plan of Merger (Ebix Inc)
