Common use of Intervening Events Clause in Contracts

Intervening Events. Notwithstanding anything to the contrary set forth in this Agreement, at any time prior to obtaining the Requisite Stockholder Approval, other than in connection with an Acquisition Proposal, the Company Special Committee may effect a Company Recommendation Change of the type described in clauses (A), (C), (F) and (G) (but clause (G) solely with respect to clauses (A), (C) and (F)) thereof, in response to an Intervening Event if and only if: (1) the Company Special Committee determines in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to take such action would be inconsistent with its fiduciary duties pursuant to applicable Law; (2) the Company has provided prior written notice to Parent at least four Business Days in advance to the effect that the Company Special Committee has (A) so determined and (B) resolved to effect a Company Recommendation Change pursuant to this Section 5.4(d)(i), which notice will describe the Intervening Event in reasonable detail; and (3) prior to effecting such Company Recommendation Change, the Company and its Representatives, until 5:00 p.m. at the end of such four Business Day period, have negotiated with Parent and its Representatives in good faith (to the extent that Parent requests to negotiate) to make such adjustments to the terms and conditions of this Agreement and the Transaction Documents so that the failure to make a Company Recommendation Change in response to such Intervening Event would no longer be inconsistent with the Company Special Committee’s fiduciary duties pursuant to applicable Law, as determined in good faith by the Company Special Committee (after consultation with its financial advisor and outside legal counsel), it being understood that at the end of such four Business Day period, the Company Special Committee must have in good faith (after consultation with its financial advisor and outside legal counsel) reaffirmed its determination that the failure to take such action would be inconsistent with its fiduciary duties pursuant to applicable Law.

Intervening Events. Notwithstanding anything to the contrary set forth in this Agreement, at any time prior to obtaining the Requisite Stockholder Approval, other than in connection with an a written Acquisition Proposal that constitutes a Superior Proposal, the Company Special Committee Board (or a committee thereof) may effect a Company Board Recommendation Change of the type described in clauses (A), (C), (F) and (G) (but clause (G) solely with respect to clauses (A), (C) and (F)) thereof, in response to an Intervening Event if and only if: (1) the Company Special Committee Board (or a committee thereof) determines in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties pursuant to applicable Law; (2) the Company has provided prior written notice to Parent at least four (4) Business Days (the “Event Notice Period”) in advance to the effect that the Company Special Committee Board (or a committee thereof) has (A) so determined and (B) resolved to effect a Company Board Recommendation Change pursuant to this Section 5.4(d)(i), which notice will specify in reasonable detail the basis for such Company Board Recommendation Change and will describe the Intervening Event in reasonable detail; and (3) prior to effecting such Company Board Recommendation Change, the Company and its Representatives, until 5:00 p.m. p.m., Eastern Time, at the end of such four (4) Business Day period, have (A) negotiated with Parent and its Representatives in good faith (to the extent that Parent requests to negotiate) to make such adjustments to the terms and conditions of this Agreement and the Transaction Documents so that the Company Board (or a committee thereof) no longer determines in good faith that the failure to make a Company Board Recommendation Change in response to such Intervening Event would no longer reasonably be expected to be inconsistent with the Company Special Committee’s its fiduciary duties pursuant to applicable Law, as determined in good faith by ; (B) permitted Parent and its Representatives to make a presentation to the Company Special Committee Board regarding this Agreement and any adjustments with respect thereto (to the extent that Parent requests to make such a presentation); and (C) following such Event Notice Period, the Company Board (or a committee thereof) (after consultation with its financial advisor and outside legal counsel), it being understood that at counsel and taking into account Parent’s proposed revisions to the end terms and conditions of such four Business Day period, this Agreement and the Company Special Committee must have in good faith (after consultation with its financial advisor and outside legal counselTransaction Documents) reaffirmed its determination has determined that the failure of the Company Board (or a committee thereof) to take such action make a Company Board Recommendation Change would reasonably be expected to be inconsistent with its fiduciary duties pursuant to applicable Law; it being understood that each time that material modifications or developments with respect to the Intervening Event occur (as reasonably determined by the Company Board in good faith), the Company shall notify Parent of such modification and the time period set forth in the preceding clause (2) shall recommence and be extended for two Business Days from the later of (i) the delivery of such written notice to Parent or (ii) the end of the original Notice Period.

Intervening Events. Notwithstanding anything Other than in connection with a Superior Proposal (which shall be subject to the contrary set forth in Section 5.02(e) and shall not be subject to this AgreementSection 5.02(f)), at any time prior to obtaining the Requisite Stockholder Approval, other than in connection with an Acquisition ProposalCompany Stockholders Meeting, the Company Special Committee Board may effect take any action prohibited by clauses (i) or (ii) of Section 5.02(d) (an “Intervening Event Recommendation Change” which, for the avoidance of doubt, shall constitute a Company Adverse Recommendation Change of the type described in clauses (A), (C), (FChange) and (G) (but clause (G) solely with respect to clauses (A), (C) and (F)) thereof, only in response to an Intervening Event if and only if: (1i) the Company Special Committee determines Board shall have determined in good faith (faith, after consultation with its financial advisor advisor(s) and outside legal counsel) , that the failure to take such action effect an Intervening Event Recommendation Change would be inconsistent with its the directors’ fiduciary duties pursuant to applicable under Applicable Law; (2ii) the Company has provided prior written notice to Parent of the Company Board’s intention to take such action at least four Business three (3)Business Days in advance to the effect that the Company Special Committee has (A) so determined and (B) resolved to effect a Company of effecting an Intervening Event Recommendation Change pursuant to this Section 5.4(d)(i)Change, which notice will describe shall specify the Intervening Event in reasonable detail; and; (3iii) after providing such notice and prior to effecting such Company an Intervening Event Recommendation Change, the Company shall have, and shall have caused its RepresentativesRepresentatives to, until 5:00 p.m. at the end of such four Business Day period, have negotiated negotiate with Parent and its Representatives in good faith (to the extent that Parent requests desires to negotiate) during such three (3) Business Day period to make such adjustments to in the terms and conditions of this Agreement and as would permit the Transaction Documents so that Company Board not to effect the failure to make a Company Recommendation Change in response to such Intervening Event would no longer be inconsistent with Recommendation Change; and (iv) the Company Special Committee’s fiduciary duties pursuant Board shall have considered in good faith any changes to applicable Law, as this Agreement or other arrangements that may be offered in writing by Parent by 5:00 PM Eastern Standard Time on the third (3rd) Business Day of such three (3) Business Day period and shall have determined in good faith by the Company Special Committee (faith, after consultation with its financial advisor advisor(s) and outside legal counsel), it being understood that at failure to effect an Intervening Event Recommendation Change would continue to be inconsistent with the end directors’ fiduciary duties under Applicable Law if such changes offered by Parent were to be given effect. In the event that any material change to the facts and circumstances relating to the Intervening Event that is the subject of such four Business Day periodthis Section 5.02(f) shall occur, the Company Special Committee must have in good faith (after consultation with its financial advisor and outside legal counsel) reaffirmed its determination that the failure shall be required to take deliver a new written notice to Parent of such action would be inconsistent with its fiduciary duties modified Intervening Event pursuant to applicable Lawclause (ii) of this Section 5.02(f) at least two (2) Business Days in advance of effecting an Intervening Event Recommendation Change and shall again comply with the provisions of this Section 5.02(f) with respect any such modified Intervening Event.

Intervening Events. Notwithstanding anything to the contrary set forth in this Agreement, at any time prior to obtaining the Requisite Stockholder Approval, other than in connection with an Acquisition Proposal, the Company Board, acting upon the recommendation of the Company Special Committee, or the Company Special Committee may effect a Company Recommendation Change of the type described in clauses (A), (C), (F) and (G) (but clause (G) solely with respect to clauses (A), ) (C) and (F)) thereof, in response to an Intervening Event if and only if: (1) the Company Board, acting upon the recommendation of the Company Special Committee, or the Company Special Committee determines in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties pursuant to applicable Law; (2) the Company has provided prior written notice to Parent at least four (4) Business Days in advance to the effect that the Company Board, acting upon the recommendation of the Company Special Committee, or the Company Special Committee has (A) so determined and (B) resolved to effect a Company Recommendation Change pursuant to this Section 5.4(d)(i), which notice will describe the Intervening Event in reasonable detail; and (3) prior to effecting such Company Recommendation Change, the Company and its Representatives, until 5:00 p.m. at the end of such four (4) Business Day period, have (A) negotiated with Parent and its Representatives in good faith (to the extent that Parent requests to negotiate) to make such adjustments to the terms and conditions of this Agreement and the Transaction Documents so that the failure to make a Company Recommendation Change in response to such Intervening Event would no longer reasonably be expected to be inconsistent with the Company Special Committee’s its fiduciary duties pursuant to applicable Law, as determined in good faith by the Company Board, acting upon the recommendation of the Company Special Committee, or the Company Special Committee (after consultation with its financial advisor and outside legal counsel); and (B) permitted Parent and its Representatives to make a presentation to the Company Special Committee regarding this Agreement and any adjustments with respect thereto (to the extent that Parent requests to make such a presentation), it being understood that at the end of such four Business Day period, the Company Board, acting upon the recommendation of the Company Special Committee, or the Company Special Committee must have in good faith (after consultation with its financial advisor and outside legal counsel) reaffirmed its determination that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties pursuant to applicable Law.

Intervening Events. Notwithstanding anything to the contrary set forth in this Agreement, at any time prior to obtaining the Requisite Stockholder Approval, other than in connection with an Acquisition Proposal, the Company Special Committee Board (or a committee thereof) may effect a Company Board Recommendation Change of the type described in clauses (A), (C), (F) and (G) (but clause (G) solely with respect to clauses (A), (C) and (F)) thereof, in response to an Intervening Event if and only if: (1) the Company Special Committee Board (or a committee thereof) determines in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties pursuant to applicable Law; (2) the Company has provided prior written notice to Parent at least four Business Days (the “Event Notice Period”) in advance to the effect that the Company Special Committee Board (or a committee thereof) has (A) so determined and (B) resolved to effect a Company Board Recommendation Change pursuant to this Section 5.4(d)(i), which notice will specify in reasonable detail the basis for such Company Board Recommendation Change and will describe the Intervening Event in reasonable detail; and (3) prior to effecting such Company Board Recommendation Change, the Company and its Representatives, until 5:00 p.m. at on the end last day of such four Business Day periodthe Event Notice Period, have (A) negotiated with Parent and its Representatives in good faith (to the extent that Parent requests to negotiate) to make such adjustments to the terms and conditions of this Agreement and the Transaction Documents so that the Company Board (or a committee thereof) no longer determines in good faith that the failure to make a Company Board Recommendation Change in response to such Intervening Event would no longer reasonably be expected to be inconsistent with the Company Special Committee’s its fiduciary duties pursuant to applicable Law, as determined in good faith by ; and (B) permitted Parent and its Representatives to make a presentation to the Company Special Committee Board regarding this Agreement and any adjustments with respect thereto (after consultation with its financial advisor and outside legal counselto the extent that Parent requests to make such a presentation), it being understood that (a) in the event of any material modifications or developments with respect to the Intervening Event (as reasonably determined by the Company Board (or a committee thereof) in good faith), the Company will be required to deliver a new written notice to Parent and to comply with the requirements of this Section 5.4(d)(ii)(3) with respect to such new written notice (with the “Event Notice Period” in respect of such new written notice being two Business Days) and (b) at the end of such four Business Day periodthe Event Notice Period, the Company Special Committee Board (or a committee thereof) must have in good faith (after consultation with its financial advisor and outside legal counselcounsel and taking into account Xxxxxx’s proposed revisions to the terms and conditions of this Agreement and the Transaction Documents) has reaffirmed its determination that the failure of the Company Board (or a committee thereof) to take make a Company Board Recommendation Change in response to such action Intervening Event would reasonably be expected to be inconsistent with its fiduciary duties pursuant to applicable Law.

Intervening Events. Notwithstanding anything to the contrary set forth in this Agreement, at any time prior to obtaining the Requisite Stockholder Approval, other than in connection with an a written Acquisition Proposal that constitutes a Superior Proposal, the Company Special Committee Board (or a committee thereof) may effect a Company Board Recommendation Change of the type described in clauses (A), (C), (F) and (G) (but clause (G) solely with respect to clauses (A), (C) and (F)) thereof, in response to an Intervening Event if and only if: (1) the Company Special Committee Board (or a committee thereof) determines in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties pursuant to applicable Law; (2) the Company has provided prior written notice to Parent at least four three (3) Business Days (the “Event Notice Period”) in advance to the effect that the Company Special Committee Board (or a committee thereof) has (A) so determined and (B) resolved to effect a Company Board Recommendation Change pursuant to this Section 5.4(d)(i), which notice will specify in reasonable detail the basis for such Company Board Recommendation Change and will describe the Intervening Event in reasonable detail; and (3) prior to effecting such Company Board Recommendation Change, the Company and its Representatives, until 5:00 p.m. p.m., Eastern Time, at the end of such four (4) Business Day period, have (A) negotiated with Parent and its Representatives in good faith (to the extent that Parent requests to negotiate) to make such adjustments to the terms and conditions of this Agreement and the Transaction Documents so that the Company Board (or a committee thereof) no longer determines in good faith that the failure to make a Company Board Recommendation Change in response to such Intervening Event would no longer reasonably be expected to be inconsistent with the Company Special Committee’s its fiduciary duties pursuant to applicable Law, as determined in good faith by ; (B) permitted Parent and its Representatives to make a presentation to the Company Special Committee Board regarding this Agreement and any adjustments with respect thereto (to the extent that Parent requests to make such a presentation); and (C) following such Event Notice Period, the Company Board (or a committee thereof) (after consultation with its financial advisor and outside legal counsel), it being understood that at counsel and taking into account Parent’s proposed revisions to the end terms and conditions of such four Business Day period, this Agreement and the Company Special Committee must have in good faith (after consultation with its financial advisor and outside legal counselTransaction Documents) reaffirmed its determination has determined that the failure of the Company Board (or a committee thereof) to take such action make a Company Board Recommendation Change would reasonably be expected to be inconsistent with its fiduciary duties pursuant to applicable Law; it being understood that each time that material modifications or developments with respect to the Intervening Event occur (as reasonably determined by the Company Board in good faith), the Company shall notify Parent of such modification and the time period set forth in the preceding clause (2) shall recommence and be extended for two Business Days from the later of (i) the delivery of such written notice to Parent or (ii) the end of the original Notice Period.

Intervening Events. Notwithstanding anything to the contrary set forth in this Agreement, at any time prior to obtaining the Requisite Stockholder Approval, other than in connection with an Acquisition Proposal, the Company Special Committee Board may effect a Company Board Recommendation Change of the type described in clauses (A), (C), (F) and (G) (but clause (G) solely with respect to clauses (A), (C) and (F)) thereof, in response to an Intervening Event if and only if: (1) the Company Special Committee Board determines in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties pursuant to applicable Law; (2) the Company has provided prior written notice to Parent at least four (4) Business Days in advance to the effect that the Company Special Committee Board has (A) so determined and (B) resolved to effect a Company Board Recommendation Change pursuant to this Section 5.4(d)(i5.3(d)(i), which notice will describe the Intervening Event in reasonable detail; and (3) prior to effecting such Company Board Recommendation Change, the Company and its Representatives, until 5:00 p.m. at the end of such four Business Day period, have (A) negotiated with Parent and its Representatives in good faith (to the extent that Parent requests to negotiate) to make such adjustments to the terms and conditions of this Agreement and the Transaction Documents so that the Company Board no longer determines in good faith that the failure to make a Company Board Recommendation Change in response to such Intervening Event would no longer reasonably be inconsistent with the Company Special Committee’s fiduciary duties pursuant expected to applicable Law, as determined in good faith by the Company Special Committee (after consultation with its financial advisor and outside legal counsel), it being understood that at the end of such four Business Day period, the Company Special Committee must have in good faith (after consultation with its financial advisor and outside legal counsel) reaffirmed its determination that the failure to take such action would be inconsistent with its fiduciary duties pursuant to applicable Law; and (B) permitted Parent and its Representatives to make a presentation to the Company Board regarding this Agreement and any adjustments with respect thereto (to the extent that Parent requests to make such a presentation).

Intervening Events. Notwithstanding anything to the contrary set forth in this Agreement, at any time prior to obtaining the Requisite Stockholder Approval, other than in connection with an Acquisition Proposal, the Company Special Committee Board (or a committee thereof) may effect a Company Board Recommendation Change of the type described in clauses (A), (C), (F) and (G) (but clause (G) solely with respect to clauses (A), (C) and (F)) thereof, in response to an Intervening Event if and only if: (1) the Company Special Committee Board (or a committee thereof) determines in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties pursuant to applicable Law; (2) the Company has provided prior written notice to Parent at least four Business Days in advance to the effect that the Company Special Committee Board (or a committee thereof) has (A) so determined made a determination of the type described in Section 5.4(d)(i)(1) and (B) resolved intends to effect a Company Board Recommendation Change pursuant to this Section 5.4(d)(i), which notice will describe the Intervening Event in reasonable detail; and (3) prior to effecting such Company Board Recommendation Change, the Company and its Representatives, until 5:00 11:59 p.m. Eastern time at the end of such four Business Day period, have negotiated with Parent and its Representatives in good faith (to the extent that Parent requests to negotiate) to make such adjustments to the terms and conditions of this Agreement and the Transaction Documents so that to enable Parent to propose in writing an offer binding on Parent and Merger Sub to effect revisions to the failure to make a Company Recommendation Change in response to such Intervening Event would no longer be inconsistent with the Company Special Committee’s fiduciary duties pursuant to applicable Lawterms of this Agreement, as determined in good faith by the Company Special Committee (after consultation with its financial advisor and outside legal counsel)and, it being understood that at the end of such four Business Day period, the Company Special Committee must Board (or a committee thereof) shall have considered in good faith any such binding offer, and shall have determined in good faith (after consultation with its financial advisor and outside legal counsel) reaffirmed its determination that the failure to take make a Company Board Recommendation Change in connection with such action an Intervening Event would reasonably be expected to be inconsistent with its fiduciary duties pursuant to applicable Law.

Intervening Events. Notwithstanding anything to the contrary set forth in this Agreement, at any time prior to obtaining the Requisite Stockholder Approval, other than in connection with an a written Acquisition Proposal that constitutes a Superior Proposal, the Company Special Committee Board (or a committee thereof) may effect a Company Board Recommendation Change of the type described in clauses (A), (C), (F) and (G) (but clause (G) solely with respect to clauses (A), (C) and (F)) thereof, in response to an Intervening Event if and only if: (1) the Company Special Committee Board (or a committee thereof) determines in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties pursuant to applicable Law; (2) the Company has provided prior written notice to Parent at least four (4) Business Days (the “Event Notice Period”) in advance to the effect that the Company Special Committee Board (or a committee thereof) has (A) so determined and (B) resolved to effect a Company Board Recommendation Change pursuant to this Section 5.4(d)(i5.4(e)(i), which notice will specify in reasonable detail the basis for such Company Board Recommendation Change and will describe the Intervening Event in reasonable detail; and (3) prior to effecting such Company Board Recommendation Change, the Company and its Representatives, until 5:00 p.m. p.m., Eastern Time, at the end of such four (4) Business Day period, have (A) negotiated with Parent and its Representatives in good faith (to the extent that Parent requests to negotiate) to make such adjustments to the terms and conditions of this Agreement and the Transaction Documents so that the Company Board (or a committee thereof) no longer determines in good faith that the failure to make a Company Board Recommendation Change in response to such Intervening Event would no longer reasonably be expected to be inconsistent with the Company Special Committee’s its fiduciary duties pursuant to applicable Law, as determined in good faith by ; (B) permitted Parent and its Representatives to make a presentation to the Company Special Committee Board regarding this Agreement and any adjustments with respect thereto (to the extent that Parent requests to make such a presentation); and (C) following such Event Notice Period, the Company Board (or a committee thereof) (after consultation with its financial advisor and outside legal counsel), it being understood that at counsel and taking into account Parent’s proposed revisions to the end terms and conditions of such four Business Day period, this Agreement and the Company Special Committee must have in good faith (after consultation with its financial advisor and outside legal counselTransaction Documents) reaffirmed its determination has determined that the failure of the Company Board (or a committee thereof) to take such action make a Company Board Recommendation Change would reasonably be expected to be inconsistent with its fiduciary duties pursuant to applicable Law; it being understood that each time that material modifications or developments with respect to the Intervening Event occur (as reasonably determined by the Company Board in good faith), the Company shall notify Parent of such modification and the time period set forth in the preceding clause (2) shall recommence and be extended for two Business Days from the later of (i) the delivery of such written notice to Parent or (ii) the end of the original Notice Period.

Intervening Events. Notwithstanding anything to the contrary set forth in this Agreement, at any time prior to obtaining the Requisite Stockholder Approval, other than in connection with an Acquisition Proposal, the Company Special Committee Board (or a committee thereof) may effect a Company Board Recommendation Change of the type described in clauses (A), (C), (F) and (G) (but clause (G) solely with respect to clauses (A), (C) and (F)) thereof, in response to an Intervening Event if and only if: (1) the Company Special Committee Board (or a committee thereof) determines in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties pursuant to applicable Law; (2) the Company has provided prior written notice to Parent at least four five Business Days (the “Event Notice Period”) in advance to the effect that the Company Special Committee Board (or a committee thereof) has (A) so determined and (B) resolved to effect a Company Board Recommendation Change pursuant to this Section 5.4(d)(i), which notice will specify in reasonable detail the basis for such Company Board Recommendation Change and will describe the Intervening Event in reasonable detail; and; (3) prior to effecting such Company Board Recommendation Change, the Company and its Representatives, until 5:00 p.m. at (California time) on the end last day of such four Business Day periodthe Event Notice Period, have (A) negotiated with Parent and its Representatives in good faith (to the extent that Parent requests to negotiate) to make such adjustments to the terms and conditions of this Agreement and the Transaction Documents so that the Company Board (or a committee thereof) no longer determines in good faith that the failure to make a Company Board Recommendation Change in response to such Intervening Event would no longer reasonably be expected to be inconsistent with the Company Special Committee’s its fiduciary duties pursuant to applicable Law, as determined in good faith by ; and (B) permitted Parent and its Representatives to make a presentation to the Company Special Committee Board regarding this Agreement and any adjustments with respect thereto (to the extent that Parent requests to make such a presentation); and (4) following the Event Notice Period, the Company Board (or a committee thereof) (after consultation with its financial advisor and outside legal counsel), it being understood that at counsel and taking into account Parent’s proposed revisions to the end terms and conditions of such four Business Day period, this Agreement and the Company Special Committee must have in good faith (after consultation with its financial advisor and outside legal counselTransaction Documents) reaffirmed its determination has determined that the failure of the Company Board (or a committee thereof) to take such action make a Company Board Recommendation Change would reasonably be expected to be inconsistent with its fiduciary duties pursuant to applicable Law, it being understood that each time that material modifications or developments with respect to the Intervening Event occur (as reasonably determined by the Company Board in good faith), the Company shall notify Parent of such modification and the time period set forth in the preceding clause (2) shall recommence and be extended for three Business Days from the later of (i) the delivery of such written notice to Parent or (ii) the end of the original Event Notice Period.