Last Look. The Allergan Board and Allergan, as applicable, shall not take any of the actions contemplated by Section 5.3(d) unless prior to taking such action (i) Allergan has notified AbbVie, in writing at least three Business Days before taking such action, that Allergan intends to take such action, which notice attaches, in the case of an Allergan Change of Recommendation pursuant to Section 5.3(d)(A) in response to an Allergan Superior Proposal or the termination of this Agreement pursuant to Section 5.3(d)(B) and Section 9.1(a)(ii)(B), the most current version of each proposed Contract providing for or related to such Allergan Superior Proposal (including any Contract relating to financing or expense reimbursement) and the identity of the Third Party(ies) making the Allergan Superior Proposal or, in the case of an Allergan Intervening Event, a reasonably detailed description of the facts relating to such Allergan Intervening Event, (ii) if requested by AbbVie, during such three Business Day period, Allergan and its Representatives shall have discussed and negotiated in good faith with AbbVie (to the extent that AbbVie desires to so discuss or negotiate) regarding any proposal by AbbVie to amend the terms of this Agreement in response to such Allergan Superior Proposal or other potential Allergan Change of Recommendation and (iii) after such three Business Day period, the Allergan Board determines in good faith, after consultation with a financial advisor of nationally recognized reputation and outside legal counsel and taking into account any proposal by AbbVie to amend the terms of this Agreement, that in the case of any such action in connection with an Allergan Alternative Proposal, such Allergan Alternative Proposal continues to constitute an Allergan Superior Proposal (it being understood and agreed that in the event of any amendment to the financial terms or other material terms of any such Allergan Superior Proposal, a new written notification from Allergan consistent with that described in clause (i) of this Section 5.3(e) shall be required, and a new notice period under clause (i) of this Section 5.3(e) shall commence, during which notice period Allergan shall be required to comply with the requirements of this Section 5.3(e) anew, except that such new notice period shall be for two Business Days (as opposed to three Business Days)). After delivery of such written notice pursuant to this Section 5.3(e), Allergan shall promptly inform AbbVie of all mater...
Last Look. Neither the Board of Directors nor the Company shall be permitted to take any of the actions referred to in Section 6.04(b)(ii) unless (i) the Company shall have notified Parent, in writing and at least four (4) Business Days prior to taking such action, of its intention to take such action, specifying, in reasonable detail, the reasons for the Adverse Recommendation Change, and (A) in the case of a Superior Proposal, including the identity of the Person or group making such proposal, the terms thereof and attaching a copy of all proposed agreements (including a true and complete copy of any proposed definitive agreement for such Superior Proposal, if any) and other documents and information contemplated by Section 6.04(c)(i) for the Superior Proposal, if applicable or (B) in the case of an Intervening Event, reasonably detailed description of the facts and circumstances relating to such Intervening Event, (ii) during such four (4) Business Day period following the date on which such notice is received, the Company shall have and shall have caused its Representatives to, negotiate with Parent in good faith (to the extent Parent wishes to negotiate) to make such adjustments to the terms and conditions of this Agreement as Parent may propose, (iii) upon the end of such notice period (or such subsequent notice period as contemplated by clause (iv) below), the Board of Directors shall have considered in good faith any revisions to the terms of this Agreement and/or the Commitment Letters proposed in writing by Parent that, if accepted by the Company, would be binding upon Parent, and shall have determined in good faith, after consultation with its outside legal counsel and financial advisor, that the failure of the Board of Directors to make such Adverse Recommendation Change would be inconsistent with its fiduciary duties under Applicable Law, and, in the case of Superior Proposal, that such Acquisition Proposal continues to constitute a Superior Proposal and (iv) in the event of any change to any of the financial terms (including the form, amount and timing of payment of consideration) or any other material terms of such Superior Proposal, the Company shall, in each case, have delivered to Parent an additional notice consistent with that described in clause (i) above and a new notice period under clause (i) shall commence (provided that the notice period thereunder shall only be three (3) Business Days) during which time the Company shall be required t...
Last Look. Neither the Board of Directors nor the Company shall take any of the actions referred to in Section 7.03(b)(ii) unless the Company shall have notified Parent, in writing and at least three Business Days prior to taking such action, of its intention to take such action, specifying, in reasonable detail, the reasons for the Adverse Recommendation Change pursuant to Section 7.03(b)(ii) or termination of this Agreement pursuant to Section 11.01(e), as applicable, and Parent shall not have made, within three Business Days after receipt of such written notification, an offer to amend the terms of this Agreement that the Board of Directors and the Special Committee determine in good faith, after consultation with the Special Committee’s financial advisor, obviates the need to effect the Adverse Recommendation Change or termination of this Agreement.
Last Look. In the event that at any time during the Protection Period for any Protected Asset, the Company or the Acquiror receives a bona fide offer to purchase such Protected Asset (the “Subject Protected Asset”) from any Person (the “Purchaser”), the Company and the Acquiror shall not consummate such sale before first providing the Seller with a right to purchase the Subject Protected Asset for the same price and on the same terms and conditions set forth in such bona fide offer (the “Purchase Option”), on and subject to the following terms and conditions:
Last Look. Notwithstanding Section 6.03(c)(ii), the Board of Directors of Arena shall not make a Change in Board Recommendation unless (i) Arena promptly notifies Simplify, in writing at least four Business Days (it being understood and agreed that any amendment to the financial terms or other material terms of a Superior Proposal shall require a new written notification from Arena and a new notice period under this Section 6.03(e), except that such new notice period shall be for three Business Days (as opposed to four Business Days)) before taking that action, of its intention to do so, attaching the most current version of the proposed agreement under which such Superior Proposal is proposed to be consummated and the identity of the Third Party making such Superior Proposal, (ii) during such four or three Business Day period, as applicable, if requested by Simplify, Arena shall, and shall cause its Representatives to, negotiate with Simplify in good faith to make such revisions or adjustments to the terms and conditions of this Agreement as may be offered in writing by Simplify so that the applicable Arena Acquisition Proposal ceases to constitute a Superior Proposal, and (iii) at the end of such four or three Business Day period, as applicable, the Board of Directors of Arena, after considering in good faith, in consultation with Arena’s financial advisors and outside legal counsel, any revisions or adjustments to the terms and conditions of this Agreement offered in writing by Simplify within such four or three Business Day period, as applicable, continues to determine in good faith, after consultation with Arena’s financial advisors and outside legal counsel, that such Arena Acquisition Proposal constitutes a Superior Proposal and the failure to make such Change in Board Recommendation would be inconsistent with its fiduciary duties under Applicable Law.
Last Look. The AveXis board of directors may not make an Adverse Recommendation Change or terminate the Merger Agreement as described above unless: • AveXis has provided Parent with written notice at least three business days (or two business days in the case of any amendment to the financial terms or other material terms of such Superior Company Proposal) before taking that action setting forth AveXis' intention to take such action and containing (x) if such action is intended to be taken in response to a Superior Company Proposal, a copy of the most current version of the proposed agreement under which the transaction contemplated by such Superior Company Proposal is proposed to be consummated and the identity of the person making the Superior Company Proposal or (y) if such action is intended to be taken in circumstances involving an Intervening Event, a reasonably detailed description of the underlying facts giving rise to, and the reasons for taking, such action; and • Parent does not make, within the foregoing three business day period, a binding proposal to amend or modify the Merger Agreement that (x) in the case of any action intended to be taken in response to a Superior Company Proposal, is in the good faith judgment of the AveXis board of directors at least as favorable to the stockholders of AveXis as such Superior Company Proposal (it being understood and agreed that any amendment to the financial terms or other material terms of such Superior Company Proposal will require a new written notification from AveXis and a new two business day period during which Parent can take action in respect of such proposal), or (y) in the case of any action intended to be taken in circumstances involving an Intervening Event, obviates the need for taking such action. During any such three or two business day period, AveXis will, and will cause its Representatives to, negotiate in good faith with Parent (to the extent requested by Parent) with respect to any revisions proposed by Parent to the terms of the transactions contemplated by the Merger Agreement. 42 Regulatory Undertaking Each of AveXis, Parent and Purchaser will, and will cause their respective subsidiaries to, use its respective reasonable best efforts to promptly take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Offer,...
Last Look. The Board of Directors of the Company shall not make an Adverse Recommendation Change, unless (i) the Company promptly notifies Buyer, in writing at least five Business Days (it being understood and agreed that any amendment to the financial terms or other material terms of a Superior Proposal shall require a new written notification from the Company and a new notice period under this Section 5.04(d), except that such new notice period shall be for three Business Days (as opposed to five Business Days)) before taking that action, of its intention to do so, attaching, in the case of an Adverse Recommendation Change to be made following receipt of a Superior Proposal, the most current version of the proposed agreement (in an unredacted form) under which such Superior Proposal is proposed to be consummated, as well as any relevant ancillary agreement, and the identity of the third party making the Acquisition Proposal and (ii) at the end of such five or three Business Day period, the Board of Directors of the Company, after negotiating in good faith and considering in good faith any revisions or adjustments to the terms and conditions of this Agreement offered in writing by Buyer, within such five or three Business Days period if applicable, continues to determine in good faith, after consultation with outside legal counsel, that the failure to make such Adverse Recommendation Change would be reasonably likely to be inconsistent with its fiduciary duties under Applicable Law.
Last Look. In the event that the Manager’s quote for a given Project Phase more than five (5%) percent (inclusive of all overhead, burden and profit) more than the average of all bona fide arm’s length bids (inclusive of all overhead, burden and profit and for substantially the same scope and quality of work) the Company obtains from reputable, unaffiliated builders, Manager shall nonetheless have the right to match such best bona fide, arm’s length offer and secure the work.
Last Look. If upon satisfaction of the requirements of subparagraph (b), the Selling Partner desires to sell its Interest to a third party, the Non-Selling Partner shall have the right to purchase the Selling Partner's Interest at a price equal to (i) 100% of a firm third party offer, provided the third party offer does not exceed the price first offered by the Non-Selling Partner pursuant to (b), or (ii) 105% of a firm third party offer, provided the third party offer exceeds the price first offered by the Non-Selling Partner pursuant to Section (b). Such option must be exercised by the Non-Selling Partner within thirty (30) days after the delivery of the notice of Last Look by the Selling Partner, which notice shall be accompanied by a description of all material terms of the proposed third party sale, including the price, identity of the proposed purchaser and any conditions to the completion of such transaction. Non-cash consideration in the third party offer shall be valued at Fair Value and may be paid in cash. If the Non-Selling Partner does not exercise its option to purchase within the thirty (30) day period allowed, then the Selling Partner may proceed to complete such sale to the third party and at the price and on the terms contained in the Last Look notice provided to the Non-Selling Partner. If such sale is not completed within one hundred twenty (120) days after the expiration of the Last Look option, then the Selling Partner must repeat the Last Look procedure before making any sale to the third party.
