Common use of Intervening Event Clause in Contracts

Intervening Event. The board of directors of the Company or any committee of the board of directors shall be entitled to make any Change of Recommendation in connection with an Intervening Event (to the extent such Change of Recommendation is permitted under Section 6.2(d)), only if (A) the Company shall have delivered to Parent a written notice (an “Intervening Event Notice”) (1) stating that the board of directors of the Company intends to take such actions pursuant to Section 6.2(d); (2) stating that the board of directors of the Company has made the determinations set forth in Sections 6.2(d)(i) and 6.2(d)(ii); and (3) including a summary, in all material respects, of the Intervening Event; and (B) the Intervening Event Negotiation Period, as may be extended, has expired. During the five business day period commencing on the date of Parent’s receipt of such Intervening Event Notice (the “Intervening Event Negotiation Period”), the Company shall engage, and shall cause its Representatives to be available for the purpose of engaging, in good faith negotiations with Parent (to the extent Parent desires to negotiate) regarding an amendment of this Agreement such that the board of directors of the Company, or such committee of the board of directors, would no longer be required or permitted to take such actions pursuant to Section 6.2(d). Each time there is a material change to the facts or circumstances relating to the Intervening Event, the Company shall be required to deliver to Parent a new Intervening Event Notice (including, as attachments thereto, a summary of the changes to the facts and circumstances relating to the Intervening Event) and the Intervening Event Negotiation Period shall be extended by an additional three business days from the date of Parent’s receipt of such new Intervening Event Notice.

Intervening Event. The board of directors of the Company or any committee of the board of directors MLP GP Board shall be entitled to make any Change effect, or cause the MLP Entities to effect, a Withdrawal of Recommendation in connection with with, an Intervening Event (to the extent such Change of Recommendation is permitted under Section 6.2(d6.4(c)), only if if (A) the Company MLP Entities shall have delivered to Parent prior to the expiration of the Unitholder Consent Period a written notice (an “Intervening Event Notice”) (1) stating that the board of directors of the Company MLP GP Board intends to take such actions pursuant to Section 6.2(d6.4(c); , (2) stating that the board of directors of the Company MLP GP Board has made the determinations set forth in Sections 6.2(d)(i6.4(c)(i)(B) and 6.2(d)(ii); 6.4(c)(ii) and (3) including a summary, in all material respects, of the Intervening Event; Event and (B) the Intervening Event Negotiation Period, as may be extended, has Period shall have expired. During the five business day four Business Day period commencing on the date of Parent’s receipt of such Intervening Event Notice (such period, as may be extended pursuant to this Section 6.4(d)(ii), the “Intervening Event Negotiation Period”), the Company MLP Entities shall engage, and shall cause its their Representatives to be available for the purpose of engaging, in good faith negotiations with Parent (to the extent Parent desires to negotiate) regarding an amendment of this Agreement such so that the board of directors of the Company, or such committee of the board of directors, MLP GP Board would no longer be required or permitted to take such actions pursuant to Section 6.2(d6.4(c). Each time there is a material change to the facts or circumstances relating to the Intervening Event, the Company MLP Entities shall be required to deliver to Parent a new Intervening Event Notice (including, as attachments thereto, a summary of the changes to the facts and circumstances relating to the Intervening Event) and the Intervening Event Negotiation Period shall be extended by an additional three business days two Business Days from the date of Parent’s receipt of such new Intervening Event Notice. Nothing set forth in this Section 6.4(d)(ii) shall extend or be deemed to extend the Unitholder Consent Period.

Intervening Event. The board of directors of the Company or any committee of the board of directors MLP GP Board shall be entitled to make any Change effect, or cause the MLP Entities to effect, a Withdrawal of Recommendation in connection with with, an Intervening Event (to the extent such Change of Recommendation is permitted under Section 6.2(d6.4(c)), only if (A) the Company MLP Entities shall have delivered to Parent prior to the expiration of the Unitholder Consent Period a written notice (an “Intervening Event Notice”) (1) stating that the board of directors of the Company MLP GP Board intends to take such actions pursuant to Section 6.2(d6.4(c); , (2) stating that the board of directors of the Company MLP GP Board has made the determinations set forth in Sections 6.2(d)(i6.4(c)(i)(B) and 6.2(d)(ii); 6.4(c)(ii) and (3) including a summary, in all material respects, of the Intervening Event; Event and (B) the Intervening Event Negotiation Period, as may be extended, has Period shall have expired. During the five business day four Business Day period commencing on the date of Parent’s receipt of such Intervening Event Notice (such period, as may be extended pursuant to this Section 6.4(d)(ii), the “Intervening Event Negotiation Period”), the Company MLP Entities shall engage, and shall cause its their Representatives to be available for the purpose of engaging, in good faith negotiations with Parent (to the extent Parent desires to negotiate) regarding an amendment of this Agreement such so that the board of directors of the Company, or such committee of the board of directors, MLP GP Board would no longer be required or permitted to take such actions pursuant to Section 6.2(d6.4(c). Each time there is a material change to the facts or circumstances relating to the Intervening Event, the Company MLP Entities shall be required to deliver to Parent a new Intervening Event Notice (including, as attachments thereto, a summary of the changes to the facts and circumstances relating to the Intervening Event) and the Intervening Event Negotiation Period shall be extended by an additional three business days two Business Days from the date of Parent’s receipt of such new Intervening Event Notice. Nothing set forth in this Section 6.4(d)(ii) shall extend or be deemed to extend the Unitholder Consent Period.

Intervening Event. The board of directors of the Company or any committee of the board of directors GP Conflicts Committee shall be entitled to make any Change effect, or cause the MLP Entities to effect, a Withdrawal of Recommendation in connection with with, an Intervening Event (to the extent such Change of Recommendation is permitted under Section 6.2(d6.4(c)), only if (A) the Company GP Conflicts Committee shall have delivered to Parent GP prior to obtaining MLP Unitholder Approval a written notice (an “Intervening Event Notice”) (1) stating that the board of directors of the Company GP Conflicts Committee intends to take such actions pursuant to Section 6.2(d6.4(c); , (2) stating that the board of directors of the Company GP Conflicts Committee has made the determinations set forth in Sections 6.2(d)(i6.4(c)(i)(B) and 6.2(d)(ii); 6.4(c)(ii) and (3) including a summary, in all material respects, of the Intervening Event; Event and (B) the Intervening Event Negotiation Period, as may be extended, has Period shall have expired. During the five business day four Business Day period commencing on the date of Parent’s receipt of such Intervening Event Notice (such period, as may be extended pursuant to this Section 6.4(d)(ii), the “Intervening Event Negotiation Period”), the Company MLP Entities shall engage, and shall cause its their Representatives to be available for the purpose of engaging, in good faith negotiations with Parent GP (to the extent Parent GP desires to negotiate) regarding an amendment of this Agreement such so that the board of directors of the Company, or such committee of the board of directors, GP Conflicts Committee would no longer be required or permitted to take such actions pursuant to Section 6.2(d6.4(c). Each time there is a material change to the facts or circumstances relating to the Intervening Event, the Company MLP Entities shall be required to deliver to Parent GP a new Intervening Event Notice (including, as attachments thereto, a summary of the changes to the facts and circumstances relating to the Intervening Event) and the Intervening Event Negotiation Period shall be extended by an additional three business days two Business Days from the date of Parent’s receipt of such new Intervening Event Notice.