Common use of Intervening Event Clause in Contracts

Intervening Event. “Intervening Event” shall mean an event, fact, circumstance, development or occurrence that was not known or reasonably foreseeable to the Board of Directors or the Special Committee, as applicable, as of the date of this Agreement and does not relate to an Acquisition Proposal.

Appears in 1 contract

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

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Intervening Event. “Intervening Event” shall mean an any material event, fact, circumstance, development or occurrence that was affects the business, assets or operations of the Company that is unknown to, and not known or reasonably foreseeable to by, the Board of Directors or the Special Committee, as applicable, as of the date of this Agreement Agreement, or if known to the Board of Directors as of the date of this Agreement, the material consequences of which were not known to, and does not relate to an Acquisition Proposalreasonably foreseeable by, the Board of Directors as of the date of this Agreement.

Appears in 1 contract

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

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

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Intervening Event. “Intervening Event” shall mean an eventmean, factwith respect to the Company, circumstance, development a material event or occurrence circumstance that does not relate to any Acquisition Proposal that was not known or reasonably foreseeable to the Company’s Board of Directors or the Special Committee, as applicable, as of on the date of this Agreement and does (or if known, the consequences of which were not relate known to an Acquisition Proposalor reasonably foreseeable by the Company’s Board of Directors as of the date hereof), which event or circumstance, or any material consequence thereof, becomes known to the Company’s Board of Directors prior to the Offer Acceptance Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Genoptix Inc)

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