Intervening Event. Other than in connection with a Superior Proposal, at any time prior to receipt of the Stockholder Approval, the Company Board may effect an Adverse Recommendation Change in response to an Intervening Event if the Company Board determines in good faith (after consultation with the Company’s financial advisor and outside legal counsel), that the failure to do so would be inconsistent with the duties of the directors of the Company Board under applicable Law; provided, however, that the Company Board (or any committee thereof) shall not make such an Adverse Recommendation Change unless:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (American Campus Communities Inc), Agreement and Plan of Merger (American Campus Communities Inc), Agreement and Plan of Merger (Preferred Apartment Communities Inc)
Intervening Event. Other than in connection with In circumstances not involving a Superior Takeover Proposal, at any time prior to receipt of the Stockholder Approval, the Company Board may effect an make a Company Adverse Recommendation Change in response to an Intervening Event if if, and only if, after the date of this Agreement, the Company Board determines in good faith (after consultation with the Company’s financial advisor and their respective outside legal counsel)advisors) that (A) a Company Intervening Event has occurred or arisen, that and (B) the failure to do so would be inconsistent with the its duties of the directors of the Company Board under applicable Law; provided, however, that the Company Board (or any committee thereof) shall not make such an Adverse Recommendation Change unless:.
Appears in 2 contracts
Samples: Merger Agreement (Chicken Soup for the Soul Entertainment, Inc.), Merger Agreement (Redbox Entertainment Inc.)
