Common use of Exception for Superior Proposal Clause in Contracts

Exception for Superior Proposal. Notwithstanding any other provision of this Agreement, at any time prior to obtaining the Company Stockholder Approval, if the Company has received a Superior Proposal then the Board of Directors, acting upon the recommendation of the Special Committee, may, subject to compliance with Section 6.03(d), make an Adverse Recommendation Change and/or cause the Company to terminate this Agreement pursuant to and in accordance with Section 10.01(d)(iii) in order to enter into a definitive Alternative Acquisition Agreement in respect of such Superior Proposal.

Exception for Superior Proposal. Notwithstanding any other provision of this Agreement, at any time prior to obtaining the Company Stockholder Shareholder Approval, if the Company has received receives a Superior Proposal Proposal, then the Board of Directors, acting upon the recommendation of the Special Committee, Directors may, subject to compliance with Section 6.03(d), make an Adverse Recommendation Change and/or cause the Company to terminate this Agreement pursuant to and in accordance with Section 10.01(d)(iii) in order to enter into a definitive Alternative Acquisition Agreement in respect of such Superior ProposalProposal (it being agreed that the Company may not enter into such Alternative Acquisition Agreement unless it concurrently terminates this Agreement in accordance with Section 10.01(d)(iii)).

Exception for Superior Proposal. Notwithstanding any other provision of this Agreement, at any time prior to obtaining the Company Stockholder Shareholder Approval, if the Company has received a Superior Proposal then the Board of Directors, acting upon the recommendation of the Special Committee, may, subject to compliance with Section 6.03(d), Directors may make an Adverse Recommendation Change and/or cause the Company to terminate this Agreement pursuant to and in accordance with Section 10.01(d)(iii‎Section 10.01(d)(i) in order to enter into pursue and negotiate a definitive Alternative Acquisition Agreement in respect of such Superior Proposal.

Exception for Superior Proposal. Notwithstanding any other provision of this Agreement, but subject to compliance with Section 6.3(c), at any time prior to obtaining the Company Stockholder Approval, if the Company has received a Superior Proposal that is not a result of a breach of this Section 6.3, then the Board of Directors, acting upon the recommendation Directors of the Special Committee, may, subject to compliance with Section 6.03(d), Company may make an Adverse Recommendation Change and/or cause the Company to terminate this Agreement pursuant to and in accordance with Section 10.01(d)(iii‎Section 10.1(d) (including paying the Termination Fee) in order to enter into a definitive Alternative Acquisition Agreement in respect of such Superior ProposalProposal concurrently with the termination of this Agreement.