Common use of Fiduciary exception Clause in Contracts

Fiduciary exception. Notwithstanding anything to the contrary in Section 6.6.1, prior to the time, but not after, the Stockholder Approval is obtained, Seller may, in response to an unsolicited bona fide, written Acquisition Proposal from any Person or group of Persons, which Acquisition Proposal was made or renewed on or after the date of this Agreement and which did not result from a material breach of this Section 6.6, (i) contact the Person or group of Persons making such Acquisition Proposal solely to inform such Person or group of Persons of the terms of this Section 6.6, (ii) provide access to non-public information regarding Seller to the Person who made such Acquisition Proposal; provided that such information has previously been made available to Purchaser or is provided to Purchaser substantially concurrently with the making of such information available to such Person and that, prior to furnishing any such material non-public information, Seller receives from the Person making such Acquisition Proposal an executed confidentiality agreement with terms not less favorable in any material respect to Seller than those contained in the Confidentiality Agreement and does not prohibit Seller from providing any information to Purchaser in accordance with, and otherwise complying with, this Agreement (such confidentiality agreement, an “Acceptable Confidentiality Agreement”) and (iii) engage or participate in any discussions or negotiations with any such Person regarding such Acquisition Proposal if, and only if, prior to taking any action described in clauses (i), (ii) or (iii) above, Seller has provided prior written notice to Purchaser and the Board determines in good faith after consultation with (A) Seller’s financial advisor and outside legal counsel that based on the information then available, that such Acquisition Proposal either constitutes a Superior Proposal or would reasonably be expected to result in a Superior Proposal and (B) Seller’s outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with the fiduciary duties of the Board to Seller’s stockholders under applicable Law. Seller shall provide Purchaser with an accurate and complete copy of any Acceptable Confidentiality Agreement entered into as contemplated by this Section 6.6 promptly (and in any event within 12 hours) of the execution hereof.

Fiduciary exception. (A) Notwithstanding anything to the contrary in provisions of Section 6.6.17.11(c)(i), prior to the timeCentury shall not be prohibited from furnishing information to, but not afteror entering into discussions or negotiations with, the Stockholder Approval is obtained, Seller may, in response to any Person that makes an unsolicited bona fide, fide written Acquisition Proposal from any Person or group of Persons, which Acquisition Proposal was made or renewed on or after the date of this Agreement and which did not result from a material breach of this Section 6.6, (i) contact the Person or group of Persons making such Acquisition Proposal solely to inform such Person or group of Persons of the terms of this Section 6.6, (ii) provide access to non-public information regarding Seller to the Person who made such Acquisition Proposal; provided that such information has previously been made available to Purchaser or is provided to Purchaser substantially concurrently with the making of such information available to such Person and that, prior to furnishing any such material non-public information, Seller receives from the Person making such Acquisition Proposal an executed confidentiality agreement with terms not less favorable in any material respect to Seller than those contained in the Confidentiality Agreement and does not prohibit Seller from providing any information to Purchaser in accordance with, and otherwise complying with, this Agreement (such confidentiality agreement, an “Acceptable Confidentiality Agreement”) and (iii) engage or participate in any discussions or negotiations with any such Person regarding such Acquisition Proposal if, and only ifto the extent that, (1) such action is taken prior to taking any action described in clauses the issuance of the Confirmation Order, (i2) Century’s board of directors (its “Board”), after consultation with independent legal counsel, determines in good faith that such action is required for the Board to comply with its fiduciary obligations to Century’s stakeholders under applicable Legal Requirements, (ii3) or such Acquisition Proposal is an all-cash offer, with all third-party financing (iiiif any) abovebeing evidenced by bona fide signed commitments from reputable financial institutions that do not include conditions to such financing less favorable than the conditions set forth in the Commitment Letters, Seller has provided prior written notice to Purchaser acquire 100% of Century’s joint venture interests in the Cable Venture, and (4) the Board determines in good faith that such Acquisition Proposal, if accepted, is likely to be consummated, taking into account all legal, financial, regulatory and other aspects of the proposal and the Person making the proposal, and believes in good faith, after consultation with and based upon the written opinion (Ain customary form and subject to customary conditions) Seller’s of an independent, nationally recognized financial advisor and outside legal counsel that based on the information then availableadvisor, that such the Acquisition Proposal either constitutes a Superior Proposal or would reasonably be expected to would, if consummated, result in a transaction superior to Century’s stakeholders from a financial point of view than the Transactions (any such materially more favorable Acquisition Proposal being referred to herein as a “Superior Proposal and (BProposal”). Prior to taking any action pursuant to this Section 7.11(c)(ii) Seller’s outside legal counselwith respect to an Acquisition Proposal, Century shall provide prior written notice to the Buyer to the effect that the failure it is proposing to take such action would reasonably be expected and provide the additional information required by Section 7.11(c)(ii)(B) (to be inconsistent with the fiduciary duties of extent not previously provided to the Board to Seller’s stockholders under applicable Law. Seller shall provide Purchaser with an accurate and complete copy of any Acceptable Confidentiality Agreement entered into as contemplated by this Section 6.6 promptly (and in any event within 12 hours) of the execution hereofBuyer).