Common use of Fiduciary exception Clause in Contracts

Fiduciary exception. Notwithstanding Section 5.4(a)(vi) and Section 5.4(a)(vii), but subject (as applicable) to compliance with Section 5.4(f), prior to the time, but not after, the Amcor Shareholder Approval is obtained, the Amcor Board of Directors may (A) make an Amcor Adverse Recommendation Change and/or (B) terminate this Agreement in accordance with Section 8.1(c)(ii) in order to concurrently enter into a definitive agreement for an Amcor Superior Proposal, in either case if (i)(x) in the case of such an action taken in connection with an Amcor Competing Proposal, the Amcor Competing Proposal is not withdrawn and the Amcor Board of Directors determines in good faith, after consultation with outside legal counsel and a financial advisor of nationally recognized reputation, that such Amcor Competing Proposal constitutes an Amcor Superior Proposal; or (y) in the case of any such Amcor Adverse Recommendation Change taken other than in connection with an Amcor Competing Proposal, there is an Intervening Event (with references to Bemis in such definition being references to Amcor and it being understood that an opinion by the Independent Expert in the IER that the Transactions are not in the best interests of Amcor Shareholders shall be deemed to qualify as an Intervening Event in relation to Amcor) and (ii) the Amcor Board of Directors determines in good faith, after consultation with outside legal counsel and a financial advisor of nationally recognized reputation, and taking into account any proposal by Bemis to amend the terms of this Agreement and the Transactions in accordance with Section 5.4(f), that the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law.

Fiduciary exception. Notwithstanding Section 5.4(a)(vi5.3(a)(vi) and Section 5.4(a)(vii5.3(a)(vii), but subject (as applicable) to compliance with Section 5.4(f5.3(f), prior to the time, but not after, the Amcor Bemis Shareholder Approval is obtained, the Amcor Bemis Board of Directors may (A) make an Amcor a Bemis Adverse Recommendation Change and/or (B) terminate this Agreement in accordance with Section 8.1(c)(ii8.1(b)(ii) in order to concurrently enter into a definitive agreement for an Amcor a Bemis Superior Proposal, in either case if (i)(x) in the case of such an action taken in connection with an Amcor a Bemis Competing Proposal, the Amcor Bemis Competing Proposal is not withdrawn and the Amcor Bemis Board of Directors determines in good faith, after consultation with outside legal counsel and a financial advisor of nationally recognized reputation, that such Amcor Bemis Competing Proposal constitutes an Amcor a Bemis Superior Proposal; or (y) in the case of any such Amcor Bemis Adverse Recommendation Change taken other than in connection with an Amcor a Bemis Competing Proposal, there is a material event, development, circumstance, occurrence or change in circumstances or facts (including any material change in probability or magnitude of circumstances) that was not known to the Bemis Board of Directors on the date of this Agreement (or if known, the consequences of which were not known as of the date of this Agreement) (an “Intervening Event (with references to Bemis in such definition being references to Amcor and it being understood that an opinion by the Independent Expert in the IER that the Transactions are not in the best interests of Amcor Shareholders shall be deemed to qualify as an Intervening Event in relation to AmcorEvent”) and (ii) the Amcor Bemis Board of Directors determines in good faith, after consultation with outside legal counsel and a financial advisor of nationally recognized reputation, and taking into account any proposal by Bemis Amcor to amend the terms of this Agreement and the Transactions in accordance with Section 5.4(f5.3(f), that the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law.

Fiduciary exception. Notwithstanding Section 5.4(a)(vi5.3(a)(vi) and Section 5.4(a)(vii5.3(a)(vii), but subject (as applicable) to compliance with Section 5.4(f5.3(f), prior to the time, but not after, the Amcor Bemis Shareholder Approval is obtained, the Amcor Bemis Board of Directors may (A) make an Amcor a Bemis Adverse Recommendation Change and/or (B) terminate this Agreement in accordance with with Section 8.1(c)(ii8.1 (b)(ii) in order to concurrently enter into a definitive agreement for an Amcor a Bemis Superior Proposal, in either case if (i)(x) in the case of such an action taken in connection with an Amcor a Bemis Competing Proposal, the Amcor Bemis Competing Proposal is not withdrawn and the Amcor Bemis Board of Directors determines in good faith, after consultation with outside legal counsel and a financial advisor of nationally recognized reputation, that such Amcor Bemis Competing Proposal constitutes an Amcor a Bemis Superior Proposal; or (y) in the case of any such Amcor Bemis Adverse Recommendation Change taken other than in connection with an Amcor a Bemis Competing Proposal, there is a material event, development, circumstance, occurrence or change in circumstances or facts (including any material change in probability or magnitude of circumstances) that was not known to the Bemis Board of Directors on the date of this Agreement (or if known, the consequences of which were not known as of the date of this Agreement) (an “Intervening Event (with references to Bemis in such definition being references to Amcor and it being understood that an opinion by the Independent Expert in the IER that the Transactions are not in the best interests of Amcor Shareholders shall be deemed to qualify as an Intervening Event in relation to AmcorEvent”) and (ii) the Amcor Bemis Board of Directors determines in good faith, after consultation with outside legal counsel and a financial advisor of nationally recognized reputation, and taking into account any proposal by Bemis Amcor to amend the terms of this Agreement and the Transactions in accordance with Section 5.4(f5.3(f), that the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law.