Common use of Intervening Event Clause in Contracts

Intervening Event. “Intervening Event” shall mean a material development or change in material circumstances (other than an Acquisition Proposal or a Superior Offer) occurring or arising after the date of this Agreement, that was neither known to the Company’s board of directors as of the date hereof nor reasonably foreseeable by the Company’s board of directors as of or prior to the date hereof, which becomes known to the Company’s board of directors prior to the receipt of the Required Company Stockholder Vote.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Transmeta Corp)

AutoNDA by SimpleDocs

Intervening Event. “Intervening Event” shall mean a material an event, fact, circumstance, development or change in material circumstances (other than an Acquisition Proposal or a Superior Offer) occurring or arising after occurrence that was not known to the Board of Directors as of the date of this Agreement, that was neither known Agreement and does not relate to the Company’s board of directors as of the date hereof nor reasonably foreseeable by the Company’s board of directors as of or prior to the date hereof, which becomes known to the Company’s board of directors prior to the receipt of the Required Company Stockholder Votean Acquisition Proposal.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Array Biopharma Inc)

Intervening Event. “Intervening Event” shall mean a material any event, fact, circumstance, development or change in occurrence that is material circumstances to the Company and the Company Subsidiary (other than an Acquisition Proposal or taken as a Superior Offerwhole) occurring or arising after the date of this Agreement, that was neither not known or reasonably foreseeable to the Company’s board Board of directors as Directors (or, if known, the material consequences of the date hereof nor which were not known or reasonably foreseeable by the Company’s board Board of directors Directors) as of or prior to the date hereof, which becomes known of this Agreement and does not relate to the Company’s board of directors prior to the receipt of the Required Company Stockholder Voteany Acquisition Proposal.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Checkmate Pharmaceuticals, Inc.)

Intervening Event. “Intervening Event” shall mean mean, with respect to the Company, a material development event or change in material circumstances (other than an circumstance that does not relate to any Acquisition Proposal or a Superior Offer) occurring or arising after the date of this Agreement, that was neither not known to the Company’s board Board of directors as of Directors on the date hereof nor of this Agreement (or if known, the consequences of which were not known to or reasonably foreseeable by the Company’s board Board of directors Directors as of or prior to the date hereof), which event or circumstance, or any material consequence thereof, becomes known to the Company’s board Board of directors Directors prior to the receipt of the Required Company Stockholder VoteOffer Acceptance Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Genoptix Inc)

AutoNDA by SimpleDocs

Intervening Event. “Intervening Event” shall mean a material an event, fact, circumstance, development or change in material circumstances (other than an Acquisition Proposal occurrence that was not known or a Superior Offer) occurring reasonably foreseeable to the Board of Directors or arising after the Special Committee, as applicable, as of the date of this Agreement, that was neither known Agreement and does not relate to the Company’s board of directors as of the date hereof nor reasonably foreseeable by the Company’s board of directors as of or prior to the date hereof, which becomes known to the Company’s board of directors prior to the receipt of the Required Company Stockholder Votean Acquisition Proposal.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Akcea Therapeutics, Inc.)

Intervening Event. “Intervening Event” shall mean a any material event, fact, development or change in material circumstances (other than an Acquisition Proposal occurrence that affects the business, assets or a Superior Offer) occurring or arising after operations of the Company that is unknown to, and not reasonably foreseeable by, the Board of Directors as of the date of this Agreement, that was neither or if known to the Company’s board Board of directors Directors as of the date hereof nor of this Agreement, the material consequences of which were not known to, and not reasonably foreseeable by by, the Company’s board Board of directors Directors as of or prior to the date hereof, which becomes known to the Company’s board of directors prior to the receipt of the Required Company Stockholder Votethis Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dicerna Pharmaceuticals Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.