Common use of Intervening Event Clause in Contracts

Intervening Event. Notwithstanding anything to the contrary contained in this Agreement, at any time prior to the consummation of the Offer and subject to compliance with Section 6.02(h), the Company Board may make an Adverse Recommendation Change (but only with respect to clause (A) of the definition) in response to an Intervening Event if the Company Board determines in good faith, after consultation with its outside legal counsel, that the failure to do so would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable Law.

Intervening Event. Notwithstanding anything to the contrary contained in this Agreement, at any time prior to the consummation receipt of the Offer Shareholder Approval, and subject to compliance with Section 6.02(h5.02(h), the Company Board may make an Adverse Recommendation Change (but only with respect to clause (A) of the definition) in response to an Intervening Event if the Company Board determines in good faith, after consultation with its outside legal counsel, that the failure to do so would be reasonably likely to be inconsistent with the directors’ Company Board’s fiduciary duties under applicable Law.

Intervening Event. Notwithstanding anything to the contrary contained in this Agreement, at any time prior to the consummation receipt of the Offer Shareholder Approval, and subject to compliance with Section 6.02(h5.02(h), the Company Board may make an Adverse Recommendation Change (but only with respect to clause (A) of the definition) in response to an Intervening Event if the Company Board determines in good faith, after consultation with its outside legal counsel, that the failure to do so would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable Law.