Fiduciary Exception to No Company Change in Recommendation Provision. Notwithstanding anything to the contrary set forth in Section 5.2(e), following receipt of an unsolicited, written Company 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 with respect to which the Company has received a written, definitive form of Company Alternative Acquisition Agreement, and the Company Board determining in good faith, after consultation with financial advisors of nationally recognized reputation and outside legal counsel, that such Company Acquisition Proposal constitutes a Company Superior Proposal, the Company Board may, at any time prior to the time the Company Stockholder Approval is obtained, make a Company Change in Recommendation with respect to such Company Superior Proposal, if all of the following conditions are met:
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Twilio Inc), Agreement and Plan of Merger and Reorganization (SendGrid, Inc.), Agreement and Plan of Merger (Engility Holdings, Inc.)
Fiduciary Exception to No Company Change in Recommendation Provision. Notwithstanding anything to the contrary set forth in Section 5.2(e), following receipt of an unsolicited, bona fide written Company 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 with respect to which the Company has received a written, definitive form of Company Alternative Acquisition AgreementAgreement that has not been withdrawn, and the Company Board determining in good faith, after consultation with outside financial advisors of nationally recognized reputation and outside legal counsel, that such Company Acquisition Proposal constitutes a Company Superior Proposal, the Company Board may, at any time prior to the time the Company Stockholder Approval is obtained, make a Company Change in Recommendation and enter into a Company Alternative Acquisition Agreement with respect to such Company Superior Proposal, if all of the following conditions are met:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Advaxis, Inc.), Agreement and Plan of Merger (Advaxis, Inc.), Agreement and Plan of Merger (Ayala Pharmaceuticals, Inc.)
Fiduciary Exception to No Company Change in Recommendation Provision. Notwithstanding anything to the contrary set forth in Section 5.2(e6.2(e), following receipt of an unsolicited, bona fide written Company 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 and with respect to which the Company has received a written, definitive form of Company Alternative Acquisition AgreementAgreement that has not been withdrawn, and the Company Board determining in good faith, after consultation with independent financial advisors of nationally recognized reputation and outside legal counsel, that such Company Acquisition Proposal constitutes a Company Superior Proposal, the Company Board may, at any time prior to the time the Company Stockholder Approval is obtainedAcceptance Time, make a Company Change in Recommendation with respect to such Company Superior Proposal, if all of the following conditions are met:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Satsuma Pharmaceuticals, Inc.)
Fiduciary Exception to No Company Change in Recommendation Provision. Notwithstanding anything to the contrary set forth in Section 5.2(e), following receipt of an unsolicited, bona fide written Company Acquisition Proposal by the Company after the date of this Agreement that did not result from a material breach of this Section 5.2 5.2(a) and with respect to which the Company has received a written, definitive form of Company Alternative Acquisition AgreementAgreement that has not been withdrawn, and the Company Board determining in good faith, after consultation with independent financial advisors of nationally recognized reputation and outside legal counsel, that such Company Acquisition Proposal constitutes a Company Superior Proposal, the Company Board may, at any time prior to the time the Company Stockholder Approval is obtained, make a Company Change in Recommendation with respect to such Company Superior Proposal, if all of the following conditions are met:
Appears in 1 contract
