Common use of Fiduciary Exception to Change in Recommendation Provision Clause in Contracts

Fiduciary Exception to Change in Recommendation Provision. Notwithstanding anything to the contrary set forth in Section 5.2(d), following receipt of a written Acquisition Proposal by the Company after the date of this Agreement that did not result from a material breach of this Section 5.2 and the Company Board determining in good faith, after consultation with its financial advisors and outside legal counsel, constitutes a Superior Proposal, the Company Board may, at any time prior to the time the Requisite Company Vote is obtained, make a Change in Recommendation or terminate this Agreement to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal in accordance with Section 5.2(e)(ii), or authorize, resolve, agree or propose publicly to take any such action, only if all of the following conditions are met:

Fiduciary Exception to Change in Recommendation Provision. Notwithstanding anything to the contrary set forth in Section 5.2(d6.2(e), following receipt of a written Acquisition Proposal by the Company after the date of this Agreement that did not result from a material breach of this Section 5.2 6.2 (other than any breach that is both immaterial and unintentional) and that the Company Board determining Company’s board of directors determines in good faith, after consultation with its financial advisors and outside legal counselcounsel and financial advisors, constitutes a Superior Proposal, the Company Board Company’s board of directors may, at any time prior to the time the Company Requisite Company Vote is obtained, make a Change in Recommendation or terminate this Agreement to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal in accordance with Section 5.2(e)(ii6.2(f)(ii), or authorize, resolve, agree or propose publicly to take any such action, only if all of the following conditions are met:

Fiduciary Exception to Change in Recommendation Provision. Notwithstanding anything to the contrary set forth in Section 5.2(d5.03(d), following receipt of a written Acquisition Proposal by the Company after the date of this Agreement that did not result from a material breach of this Section 5.2 5.03 and the Company Board of Directors determining in good faith, after consultation with its financial advisors and outside legal counsel, constitutes a Superior Proposal, the Company Board of Directors may, at any time prior to the time the Requisite Company Vote Stockholder Approval is obtained, make a an Adverse Recommendation Change in Recommendation or terminate this Agreement to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal in accordance with Section 5.2(e)(ii5.03(e)(ii), or authorize, resolve, agree or propose publicly to take any such action, only if all of the following conditions are met: