Common use of Last Look Clause in Contracts

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 material developments affecting the material terms of any such Allergan Superior Proposal and shall promptly provide AbbVie with copies of any additional written materials received or sent that are material to such Allergan Superior Proposal.

Last Look. The Allergan Company Board (or any committee thereof) and Allerganthe Company, as applicable, shall not take any of the actions contemplated by Section 5.3(d5.5(d) involving or relating to a Superior Proposal unless prior to taking such action (i) Allergan the Company has notified AbbVieParent, in writing at least three four Business Days before taking such action, that Allergan the Company intends to take such action, which notice attachesincludes (A) a copy of the most recent version of any proposed definitive agreement in respect of, in or a reasonably detailed description of 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) material terms and Section 9.1(a)(ii)(B)conditions of, 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) price and the identity of the Third Party(iesthird party making such Superior Proposal), or (B) 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 the Intervening Event, as applicable, (ii) if requested by AbbVieParent, during such three four Business Day period, Allergan the Company and its Representatives shall have discussed and negotiated in good faith with AbbVie Parent (to the extent that AbbVie Parent desires to so discuss or negotiate) regarding any proposal by AbbVie Parent 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 four Business Day period, the Allergan Company Board determines in good faithdetermines, after consultation with a its financial advisor of nationally recognized reputation and outside legal counsel and taking into account any proposal by AbbVie Parent to amend the terms of this Agreement, that (x) in the case of any such action in connection with an Allergan Alternative Acquisition Proposal, such Allergan Alternative Acquisition Proposal continues to constitute an Allergan a 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 ProposalProposal (including any change to the exchange ratio or merger consideration), a new written notification from Allergan the Company consistent with that described in clause (i) of this Section 5.3(e5.5(e) shall be required, and a new notice period under clause (i) of this Section 5.3(e5.5(e) shall commence, during which notice period Allergan the Company shall be required to comply with the requirements of this Section 5.3(e5.5(e) anew, except that such new notice period shall be for two three Business Days (as opposed to three four Business Days)). After delivery The Company Board (or any committee thereof) and the Company, as applicable, shall not take any of the actions contemplated by Section 5.5(d)(ii) involving or relating to any Intervening Event unless the Company Board (or any committee thereof) determines in good faith, after consultation with its outside legal counsel, that the failure to effect a Company Board Recommendation Change would be inconsistent with the directors’ fiduciary duties under applicable Law; provided that prior to effecting any such written notice pursuant Company Board Recommendation Change (i) the Company shall (A) promptly notify Parent in writing of its intention to take such action at least four Business Days before taking such action and (B) if requested by Parent, during such four Business Day period negotiate in good faith with Parent regarding any proposal by Parent to amend the terms of this Section 5.3(eAgreement in response to such Intervening Event and (ii) the Company Board (or any committee thereof) shall not effect any Company Board Recommendation Change involving or relating to an Intervening Event unless, after the four Business Day period described in the foregoing clause (B), Allergan shall promptly inform AbbVie of all material developments affecting the material Company Board determines in good faith taking into account any proposal by Parent to amend the terms of any this Agreement, after consultation with its outside legal counsel, that the failure to take such Allergan Superior Proposal and shall promptly provide AbbVie action would be inconsistent with copies of any additional written materials received or sent that are material to such Allergan Superior Proposalits fiduciary duties under applicable Law.

Last Look. The Allergan Company Board and Allerganthe Company, as applicable, shall not take any of the actions contemplated by Section 5.3(d5.2(d) unless prior to taking such action (i) Allergan the Company has notified AbbVieParent, in writing at least three four Business Days before taking such action, that Allergan the Company intends to take such action, which notice attaches, in the case of an Allergan a Company Change of Recommendation pursuant to Section 5.3(d)(A5.2(d)(A) in response to an Allergan a Company Superior Proposal or the termination of this Agreement pursuant to Section 5.3(d)(B5.2(d)(B) and Section 9.1(a)(ii)(B), the most current version of each proposed Contract providing for or related to such Allergan Company Superior Proposal (including any Contract relating to financing or expense reimbursement) and ), the identity of the Third Party(ies) making the Allergan Company Superior Proposal or, in the case of an Allergan a Company Intervening Event, a reasonably detailed description of the facts relating to such Allergan Company Intervening Event, (ii) if requested by AbbVieParent, during such three four Business Day period, Allergan the Company and its Representatives shall have discussed and negotiated in good faith with AbbVie Parent (to the extent that AbbVie Parent desires to so discuss or negotiate) regarding any proposal by AbbVie Parent to amend the terms of this Agreement in response to such Allergan Company Superior Proposal or other potential Allergan Company Change of Recommendation and (iii) after such three four Business Day period, the Allergan Company Board determines in good faith, after consultation with a its financial advisor of nationally recognized reputation and outside legal counsel and taking into account any proposal by AbbVie Parent to amend the terms of this Agreement, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Laws and, in the case of any such action in connection with an Allergan a Company Alternative Proposal, such Allergan Company Alternative Proposal continues to constitute an Allergan a Company 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 Company Superior Proposal, a new written notification from Allergan the Company consistent with that described in clause (i) of this Section 5.3(e5.2(e) shall be required, and a new notice period under clause (i) of this Section 5.3(e5.2(e) shall commence, during which notice period Allergan the Company shall be required to comply with the requirements of this Section 5.3(e5.2(e) anew, except that such new notice period shall be for two three Business Days (as opposed to three four Business Days)). After delivery of such written notice pursuant to this Section 5.3(e5.2(e), Allergan the Company shall promptly inform AbbVie Parent of all material developments affecting the material terms of any such Allergan Superior Proposal and shall promptly provide AbbVie with copies of any additional written materials received or sent that are material to such Allergan Company Superior Proposal.

Last Look. The Allergan Further, the Company Board and Allergan, as applicable, shall not take any of the actions contemplated by referred to in Section 5.3(d) 6.03(c)(ii), unless prior to taking such action (i) Allergan has notified AbbViethe Company promptly notifies Parent, in writing at least three four (4) Business Days before taking such that action, that Allergan intends of its intention to take such actiondo so, specifying in reasonable detail the reasons therefor (which notice attachesshall not constitute an Adverse Recommendation Change), attaching (A) in the case of an Allergan Change of Recommendation pursuant to Section 5.3(d)(A) in response to an Allergan a Superior Proposal or the termination of this Agreement pursuant to Section 5.3(d)(B) and Section 9.1(a)(ii)(B)Proposal, the most current version of each the proposed Contract providing for or related to agreement under which such Allergan Superior Proposal (including any Contract relating is proposed to financing or expense reimbursement) be consummated and the identity of identifying the Third Party(ies) Party making the Allergan Superior Proposal orAcquisition Proposal, or (B) 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 AbbViethe Company has negotiated, during such three Business Day period, Allergan and has caused its Representatives shall have discussed and negotiated to negotiate in good faith with AbbVie Parent (to the extent that AbbVie desires Parent wishes to so discuss or negotiate) regarding during such notice period any proposal by AbbVie revisions to amend the terms of this Agreement in response to such Allergan Superior Proposal or other potential Allergan Change of Recommendation that Parent proposes and (iii) after following the end of such three Business Day notice period, the Allergan Company Board determines shall have determined, in good faith, after consultation with a financial advisor of nationally recognized reputation and outside legal counsel and taking into account any proposal its financial advisor, and giving due consideration to such revisions proposed by AbbVie to amend the terms of this AgreementXxxxxx, that (A) in the case of any such action in connection with an Allergan Alternative a Superior Proposal, such Allergan Alternative Superior Proposal continues would nevertheless continue to constitute an Allergan a Superior Proposal (assuming such revisions proposed by Parent were to be given effect) (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, Proposal shall require a new written notification from Allergan consistent with the Company; provided that described for the purposes of such new notification the reference to “four (4) Business Days” in clause (i) of this Section 5.3(e6.03(e)(i) shall be requireddeemed to be “three (3) Business Days”) and (B) in the case of an Adverse Recommendation Change to be made pursuant to an Intervening Event, such Intervening Event would nevertheless necessitate the need for such Adverse Recommendation Change (it being understood and agreed that any material change to the facts and circumstances relating to such Intervening Event shall require 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 written notification from the requirements of this Section 5.3(e) anew, except Company; provided 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 material developments affecting the material terms purposes of any such Allergan Superior Proposal and new notification the reference to “four (4) Business Days” in Section 6.03(e)(i) shall promptly provide AbbVie be deemed to be “three (3) Business Days”), and, in either case, the Company Board determines in good faith, after consultation with copies of any additional written materials received or sent outside legal counsel, that are material the failure to take such Allergan Superior Proposalaction would reasonably likely be inconsistent with its fiduciary duties under Delaware law.

Last Look. The Allergan Further, the Board and Allergan, as applicable, of Directors (or a committee thereof) shall not take any of the actions contemplated by make an Adverse Recommendation Change pursuant to Section 5.3(d6.04(b) (or terminate this Agreement pursuant to Section 10.01(d)(i)), unless prior to taking such action (i) Allergan has notified AbbVieif such Adverse Recommendation Change is to be taken in circumstances involving or relating to an Acquisition Proposal, in writing such Acquisition Proposal constitutes a Superior Proposal, (ii) the Company provides written notice to Parent, at least three four Business Days before taking such actionaction of its intention to do so, that Allergan intends to take such action, which notice attaches, containing (A) in the case of an Allergan Change of Recommendation pursuant any action intended to Section 5.3(d)(A) be taken in response circumstances involving or relating to an Allergan Superior Proposal or Acquisition Proposal, the termination material terms of this Agreement pursuant to Section 5.3(d)(B) and Section 9.1(a)(ii)(B)such Acquisition Proposal, including the most current version of each the proposed Contract providing for or related agreement under which such Acquisition Proposal is proposed to such Allergan Superior Proposal (including any Contract relating to financing or expense reimbursement) be consummated and the identity of the Third Party(ies) Party making the Allergan Superior Acquisition Proposal or, or (B) in the case of any action intended to be taken in circumstances not involving or relating to an Allergan Acquisition Proposal (including an Intervening Event), a reasonably detailed description of the underlying facts relating to giving rise to, and the reasons for taking, 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 action and (iii) after such three Business Day period, the Allergan Board determines Company or its Representatives negotiates with Parent in good faith, Parent does not make, within four Business Days after consultation with a financial advisor its receipt of nationally recognized reputation and outside legal counsel and taking into account any proposal by AbbVie to amend the terms of this Agreementthat written notification, an offer that (1) in the case of any such action intended to be taken in connection with circumstances involving or relating to an Allergan Alternative Acquisition Proposal, is at least as favorable to the stockholders of the Company as such Allergan Alternative Proposal continues to constitute an Allergan Superior Acquisition 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, Acquisition Proposal shall require a new written notification from Allergan consistent with that described in clause (i) of this Section 5.3(e) shall be required, the Company and a new notice two-Business Day period under clause (i) of this Section 5.3(e6.04(d)) shall commenceor (2) in the case of any action intended to be taken in circumstances not involving or relating to an Acquisition Proposal (including an Intervening Event), after receipt of such offer, the Board of Directors (or a committee thereof) determines in good faith, after consultation with outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties under Applicable Law. The Company agrees that, during which notice any applicable four or two-Business Day period Allergan shall be required referred to comply with the requirements of in 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(e6.04(d), Allergan the Company and its Representatives shall promptly inform AbbVie of all material developments affecting negotiate in good faith with Parent and its Representatives regarding any revisions proposed by Parent to the material terms of any such Allergan Superior Proposal and shall promptly provide AbbVie with copies of any additional written materials received or sent that are material to such Allergan Superior Proposalthe transactions contemplated by this Agreement.

Last Look. The Allergan Neither the Board and Allergan, as applicable, of Directors nor the Company shall not take any of the actions contemplated by Section 5.3(dreferred to in ‎Section 6.04(b)(ii) unless (i) the Company shall have notified Parent, in writing and at least five (5) Business Days prior to taking such action (i) Allergan has notified AbbVie, in writing at least three Business Days before taking such action, that Allergan intends of its intention to take such action, which notice attachesspecifying, in reasonable detail, the case reasons for the Adverse Recommendation Change, and attaching unredacted copies of an Allergan Change of Recommendation pursuant to Section 5.3(d)(A) in response to an Allergan all proposed agreements for the 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, as applicable (such written notice, a “Notice of Recommendation Change”), (ii) if requested by AbbVieParent shall not have made, during within five (5) Business Days after receipt of such three Business Day period, Allergan and its Representatives shall have discussed and negotiated in good faith with AbbVie written notification (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 “Notice Period”), an offer that the Board of Directors determines in good faith, after consultation with a financial advisor of nationally recognized reputation and its outside legal counsel and financial advisors, obviates the need to effect the Adverse Recommendation Change, or is at least as favorable from a financial point of view to the Company’s shareholders, taking into account any proposal consideration the identity of the counterparty, the expected timing and likelihood of consummation and such other factors determined by AbbVie the Board of Directors to amend the terms of this Agreementbe relevant, that in the case of any such action Superior Proposal, as applicable, (iii) during the Notice Period, the Company and its Representatives shall (A) have negotiated with Parent and its Representatives in good faith to make such adjustments to the terms and conditions of this Agreement so that either such Acquisition Proposal would cease to constitute a Superior Proposal or the failure to make an Adverse Recommendation Change in response to such Intervening Event would no longer be inconsistent with the fiduciary duties of the Board of Directors under Applicable Law, as applicable and (B) have permitted Parent and its Representatives to make a presentation to the Board of Directors regarding this Agreement and any adjustments with respect thereto (to the extent that Parent requests to make such a presentation), and (iv) in determining whether to make such Adverse Recommendation Change in response to such Intervening Event or Superior Proposal or terminate this Agreement in connection with an Allergan Alternative such Superior Proposal, such Allergan Alternative Proposal continues as applicable, the Board of Directors shall have taken into account any changes to constitute an Allergan Superior the terms of this Agreement proposed by Parent in response to any Notice of Recommendation Change during the Notice Period (as may be extended); provided, further, that any material revision to any Acquisition Proposal (it being understood and agreed that in the event of any amendment change to the financial terms or other form of consideration (or material terms of any such Allergan Superior Proposalrelating to conditionality, termination and termination fees, regulatory efforts or financing) shall be deemed a material revision) shall require a new written notification from Allergan consistent notice to be provided in accordance 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 the Company shall be required to comply again with the requirements of this Section 5.3(e) anew‎Section 6.04(d); provided, except further, that such the new notice period Notice Period shall be for two Business Days four (as opposed to three 4) Business Days)). After delivery of such written notice pursuant to this Section 5.3(e), Allergan shall promptly inform AbbVie of all material developments affecting the material terms of any such Allergan Superior Proposal and shall promptly provide AbbVie with copies of any additional written materials received or sent that are material to such Allergan Superior Proposal.

Last Look. The Allergan Neither the Board and Allerganof Directors, as applicablethe Special Committee, nor the Company shall not take any of the actions contemplated by referred to in Section 5.3(d6.04(b)(ii) unless (i) the Company shall have notified Parent, in writing and at least three (3) Business Days prior to taking such action (i) Allergan has notified AbbViethe “Notice Period”), in writing at least three Business Days before taking such action, that Allergan intends of its intention to take such action, which notice attachesspecifying, in reasonable detail, the case reasons for taking such action, and attaching a copy of an Allergan Change of Recommendation pursuant any proposed agreements for the Superior Proposal, if applicable, (ii) during the Notice Period, if requested in writing by Parent, the Company has (through the Special Committee) negotiated with Parent and its Representatives in good faith (to Section 5.3(d)(Athe extent that Parent desires to so negotiate) in response to an Allergan Superior Proposal or make such adjustments to the termination terms and conditions of this Agreement pursuant to Section 5.3(d)(B) and Section 9.1(a)(ii)(B), as would enable the most current version Board of each proposed Contract providing for or related to such Allergan Superior Proposal Directors (including any Contract relating to financing or expense reimbursement) and acting solely in accordance with the identity recommendation of the Third Party(iesSpecial Committee) making or the Allergan Superior Proposal Special Committee, as applicable, to maintain the Company Recommendation and not make an Adverse Recommendation Change or, in the case of an Allergan Intervening Eventa Superior Proposal, a reasonably detailed description of the facts relating to such Allergan Intervening Eventterminate this Agreement, (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 periodfollowing the expiration of the Notice Period, the Allergan Board of Directors (acting solely in accordance with the recommendation of the Special Committee) or the Special Committee 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 amendments to amend the terms of this Agreement, the Equity Commitment Letters and the Rollover Agreements proposed by Parent, that in the case of any such action in connection failure to effect an Adverse Recommendation Change would reasonably be expected to be inconsistent with an Allergan Alternative Proposalits fiduciary duties to the Company shareholders under Applicable Law; provided, such Allergan Alternative Proposal continues to constitute an Allergan Superior Proposal (it being understood and agreed however, that in the event of any material revision or amendment to the financial terms of an Acquisition Proposal (including, for the avoidance of doubt, any revision to the proposed consideration to be paid per Company Common Share or other material financial terms of any such Allergan Superior Proposalcontained therein), the Company will be required to deliver a new written notification from Allergan consistent with that described in clause (i) of this Section 5.3(e) shall be required, notice to Parent 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(e6.04(d) anew, except that with respect to such new written notice period shall (and the “Notice Period” in respect of such new written notice will be for two Business Days (as opposed to three 2) Business Days)). After delivery of such written notice pursuant to this Section 5.3(e), Allergan shall promptly inform AbbVie of all material developments affecting the material terms of any such Allergan Superior Proposal and shall promptly provide AbbVie with copies of any additional written materials received or sent that are material to such Allergan Superior Proposal.

Last Look. The Allergan Neither the Board and Allergan, as applicable, of Directors nor the Company shall not take any of the actions contemplated by Section 5.3(dreferred to in ‎‎Section 6.04(b)(ii) unless prior to taking such action (i) Allergan has the Company shall have notified AbbVieParent, in writing and at least three Business Days before prior to taking such action, that Allergan intends of its intention to take such action, which notice attachesspecifying, in reasonable detail, the reasons for the Adverse Recommendation Change, and (A) in the case of a Superior Proposal, attaching a copy of all proposed agreements and other documents and information contemplated by ‎Section 6.04(c) for the Superior Proposal, if applicable, or (B) 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 and circumstances relating to such Allergan Intervening EventEvent (in each case, which notice shall not constitute an Adverse Recommendation Change), (ii) if requested by AbbVie, during such three Business Day periodperiod following the date on which such notice is received, Allergan the Company shall have and shall have caused its Representatives shall have discussed and negotiated to, negotiate with Parent in good faith with AbbVie (to the extent that AbbVie desires Parent wishes to so discuss or negotiate) regarding 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 proposal by AbbVie revisions to amend the terms of this Agreement proposed in response to such Allergan Superior Proposal or other potential Allergan Change of Recommendation writing by Parent that, if accepted by the Company, would be binding upon Parent, and (iii) after such three Business Day period, the Allergan Board determines shall have determined in good faith, after consultation with a financial advisor of nationally recognized reputation and its outside legal counsel and taking into account any proposal by AbbVie to amend the terms of this Agreementfinancial advisors, that the Superior Proposal would nevertheless continue to constitute a Superior Proposal (or in the case of any such action in connection with an Allergan Alternative ProposalIntervening Event, such Allergan Alternative Proposal continues would not obviate the need to constitute an Allergan Superior Proposal effect the Adverse Recommendation Change) and (it being understood and agreed that iv) in the event of any amendment change to any of the financial terms (including the form, amount and timing of payment of consideration) or any other material terms of any such Allergan Superior Proposal, a new written notification from Allergan the Company shall, in each case, have delivered to Parent an additional notice consistent with that described in clause (i‎‎(i) of this Section 5.3(e) shall be required, above and a new notice period under clause (i) of this Section 5.3(e‎‎(i) shall commence, commence (provided that the notice period thereunder shall only be two Business Days) during which notice period Allergan time the Company shall be required to comply with the requirements of this Section 5.3(e‎‎Section 6.04(d) 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 material developments affecting the material terms of any such Allergan Superior Proposal and shall promptly provide AbbVie anew with copies of any additional written materials received or sent that are material respect to such Allergan Superior Proposaladditional notice, including clauses ‎(i) through ‎(iii) above.

Last Look. The Allergan Bemis Board and Allergan, as applicable, of Directors shall not take any of the actions contemplated by make a Bemis Adverse Recommendation Change pursuant to Section 5.3(d5.3(e)(A) unless or terminate this Agreement pursuant to Section 5.3(e)(B) and Section 8.1(b)(ii) unless, prior to taking making such action Bemis Adverse Recommendation Change or such termination of this Agreement, (i) Allergan has notified AbbVie, Bemis notifies Amcor in writing of its intention to do so at least three four Business Days before taking such action, that Allergan intends to take which such action, which notice attachesnotification shall attach, in the case of an Allergan a Bemis Adverse Recommendation Change of Recommendation pursuant to Section 5.3(d)(A5.3(e)(A) in response to an Allergan a Bemis Superior Proposal or the termination of this Agreement pursuant to Section 5.3(d)(B5.3(e)(B) and Section 9.1(a)(ii)(B8.1(b)(ii), the most current version of each any proposed Contract providing for draft agreements (including financing arrangements and other ancillary agreements) in Xxxxx’x or related its Subsidiaries’ or its or their Representatives’ possession and other material definitive documentation relating to such Allergan Superior Bemis Competing Proposal (including any Contract relating to financing in Xxxxx’x or expense reimbursement) its Subsidiaries’ or its or their Representatives’ possession and the identity of the Third Party(ies) Person making the Allergan Superior Proposal Bemis Competing Proposal, or, in the case of a Bemis Adverse Recommendation Change in response to an Allergan Intervening Event, a reasonably detailed description of the facts relating to such Allergan Intervening EventBemis Adverse Recommendation Change, (ii) if requested by AbbVie, during such three four Business Day period, Allergan if requested by Amcor, Xxxxx and its Representatives shall have discussed and negotiated in good faith with AbbVie (to the extent that AbbVie desires to so discuss or negotiate) Amcor and its Representatives regarding any proposal by AbbVie Amcor to amend the terms of this Agreement and the Transactions in response to such Allergan Bemis Superior Proposal or other potential Allergan Change of Bemis Adverse Recommendation Change, as applicable, and (iii) after such three four Business Day period, the Allergan Bemis Board determines of Directors shall have determined in good faith, after consultation with considering advice from outside legal counsel and a financial advisor of nationally recognized reputation and outside legal counsel reputation, and taking into account any proposal by AbbVie Amcor to amend the terms of this AgreementAgreement and the Transactions made during such period, that (A) in the case of any such action a Bemis Adverse Recommendation Change pursuant to Section 5.3(e)(A) in connection with an Allergan Alternative Proposalresponse to a Bemis Superior Proposal or termination of this Agreement pursuant to Section 5.3(e)(B) and Section 8.1(b)(ii), such Allergan Alternative Bemis Competing Proposal continues to constitute an Allergan a Bemis Superior Proposal and (B) in any case, the failure to take such action would continue to reasonably be expected to be inconsistent with its fiduciary duties under applicable Law (it being understood and agreed that in the event of any amendment to the financial terms or other material terms of any such Allergan Bemis Superior Proposal, Proposal shall require a new written notification from Allergan consistent with that described in clause (i) of this Section 5.3(e) shall be required, Bemis and a new notice period under clause Section 5.3(f)(i) (i) of this Section 5.3(e) except that such negotiation period shall commencebe for three Business Days), during which notice period Allergan Bemis shall be required to comply with the other requirements of this Section 5.3(e5.3(f) 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 material developments affecting the material terms of any such Allergan Superior Proposal and shall promptly provide AbbVie with copies of any additional written materials received or sent that are material to such Allergan Superior Proposal.

Last Look. The Allergan Further, the Company Board and Allergan, as applicable, shall not take any of the actions contemplated by referred to in Section 5.3(d) 6.03(c)(ii), unless prior to taking such action (i) Allergan has notified AbbViethe Company promptly notifies Parent, in writing at least three four (4) Business Days before taking such that action, that Allergan intends of its intention to take such actiondo so, specifying in reasonable detail the reasons therefor (which notice attachesshall not constitute an Adverse Recommendation Change), attaching (A) in the case of an Allergan Change of Recommendation pursuant to Section 5.3(d)(A) in response to an Allergan a Superior Proposal or the termination of this Agreement pursuant to Section 5.3(d)(B) and Section 9.1(a)(ii)(B)Proposal, the most current version of each the proposed Contract providing for or related to agreement under which such Allergan Superior Proposal (including any Contract relating is proposed to financing or expense reimbursement) be consummated and the identity of identifying the Third Party(ies) Party making the Allergan Superior Proposal orAcquisition Proposal, or (B) 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 AbbViethe Company has negotiated, during such three Business Day period, Allergan and has caused its Representatives shall have discussed and negotiated to negotiate in good faith with AbbVie Parent (to the extent that AbbVie desires Parent wishes to so discuss or negotiate) regarding during such notice period any proposal by AbbVie revisions to amend the terms of this Agreement in response to such Allergan Superior Proposal or other potential Allergan Change of Recommendation that Parent proposes and (iii) after following the end of such three Business Day notice period, the Allergan Company Board determines shall have determined, in good faith, after consultation with a financial advisor of nationally recognized reputation and outside legal counsel and taking into account any proposal its financial advisor, and giving due consideration to such revisions proposed by AbbVie to amend the terms of this AgreementParent, that (A) in the case of any such action in connection with an Allergan Alternative a Superior Proposal, such Allergan Alternative Superior Proposal continues would nevertheless continue to constitute an Allergan a Superior Proposal (assuming such revisions proposed by Parent were to be given effect) (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, Proposal shall require a new written notification from Allergan consistent with the Company; provided that described for the purposes of such new notification the reference to “four (4) Business Days” in clause (i) of this Section 5.3(e‎Section 6.03(e)(i) shall be requireddeemed to be “three (3) Business Days”) and (B) in the case of an Adverse Recommendation Change to be made pursuant to an Intervening Event, such Intervening Event would nevertheless necessitate the need for such Adverse Recommendation Change (it being understood and agreed that any material change to the facts and circumstances relating to such Intervening Event shall require 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 written notification from the requirements of this Section 5.3(e) anew, except Company; provided 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 material developments affecting the material terms purposes of any such Allergan Superior Proposal and new notification the reference to “four (4) Business Days” in ‎Section 6.03(e)(i) shall promptly provide AbbVie be deemed to be “three (3) Business Days”), and, in either case, the Company Board determines in good faith, after consultation with copies of any additional written materials received or sent outside legal counsel, that are material the failure to take such Allergan Superior Proposalaction would reasonably likely be inconsistent with its fiduciary duties under Delaware law.

Last Look. The Allergan Neither the Board and Allergannor the Company shall make an Adverse Recommendation Change pursuant to Section 7.03(c)(ii) or terminate this Agreement to enter into Acquisition Proposal Documentation with respect to a Superior Proposal pursuant to Section 7.03(c)(iii) unless, promptly after the Board has made the determination set forth in clause (X) of Section 7.03(c)(ii) and/or clause (X) of Section 7.03(c)(iii) following receipt of a bona fide Acquisition Proposal (so long as applicablethe Company did not materially violate Section 7.03(a)), shall not take any of the actions contemplated by Section 5.3(d) unless prior to taking such action (i) Allergan has the Company shall have notified AbbVieParent (the “Determination Notice”), in writing and at least three Business Days before prior to taking such action, that Allergan intends of its intention to take such action, which notice attachesspecifying, in reasonable detail, the case of an Allergan reasons for the Adverse Recommendation Change of Recommendation pursuant and/or the reasons the Company intends to Section 5.3(d)(A) in response to an Allergan Superior Proposal or the termination of terminate this Agreement pursuant to Section 5.3(d)(B) and Section 9.1(a)(ii)(B)(including, the most current version in each case, a description 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) Person making the Allergan Acquisition Proposal, the material terms and conditions of the Superior Proposal or, in the case of an Allergan Intervening Event, a reasonably detailed description and copies of the facts relating to such Allergan Intervening Eventmost recent drafts of any Acquisition Proposal Documentation), (ii) the Company shall have given Parent three Business Days after the delivery of the Determination Notice to propose revisions to the terms of this Agreement or make another proposal so that such Acquisition Proposal would cease to constitute a Superior Proposal and, if requested by AbbVieParent, the Company shall have negotiated with Parent in good faith 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 periodconsidering the proposals made by Parent, the Allergan Board determines in good faith, after consultation with a financial advisor of nationally recognized reputation and its 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 Proposalfinancial advisors, such Allergan Alternative Acquisition Proposal continues to constitute an Allergan a Superior Proposal (it being understood and agreed that in failure to make the event Adverse Recommendation Change would be inconsistent with its fiduciary duties under Applicable Law. The provisions of this Section 7.03(e) shall also apply to any amendment revision to the financial terms of any Acquisition Proposal or other material terms of amendment to any Acquisition Proposal and any such Allergan Superior Proposal, revision or amendment shall require the delivery of 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) anewDetermination Notice, except that such new notice period shall be for two Business Days (as opposed all references in this Section 7.03(e) to three Business Days shall be deemed to be two Business Days)). After delivery of such written notice pursuant to this Section 5.3(e), Allergan shall promptly inform AbbVie of all material developments affecting the material terms of any such Allergan Superior Proposal and shall promptly provide AbbVie with copies of any additional written materials received or sent that are material to such Allergan Superior Proposal.

Last Look. The Allergan Neither the Board and Allerganof Directors, as applicablethe Special Committee, nor the Company shall not take any of the actions contemplated by referred to in Section 5.3(d6.04(b)(ii) unless (i) the Company shall have notified Parent, in writing and at least three (3) Business Days prior to taking such action (i) Allergan has notified AbbViethe “Notice Period”), in writing at least three Business Days before taking such action, that Allergan intends of its intention to take such action, which notice attachesspecifying, in reasonable detail, the case reasons for taking such action, and attaching a copy of an Allergan Change of Recommendation pursuant any proposed agreements for the Superior Proposal, if applicable, (ii) during the Notice Period, if requested in writing by Parent, the Company has (through the Special Committee) negotiated with Parent and its Representatives in good faith (to Section 5.3(d)(Athe extent that Parent desires to so negotiate) in response to an Allergan Superior Proposal or make such adjustments to the termination terms and conditions of this Agreement pursuant to Section 5.3(d)(B) and Section 9.1(a)(ii)(B), as would enable the most current version Board of each proposed Contract providing for or related to such Allergan Superior Proposal Directors (including any Contract relating to financing or expense reimbursement) and acting solely in accordance with the identity recommendation of the Third Party(iesSpecial Committee) making or the Allergan Superior Proposal Special Committee, as applicable, to maintain the Company Recommendation and not make an Adverse Recommendation Change or, in the case of an Allergan Intervening Eventa Superior Proposal, a reasonably detailed description of the facts relating to such Allergan Intervening Eventterminate this Agreement, (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 periodfollowing the expiration of the Notice Period, the Allergan Board of Directors (acting solely in accordance with the recommendation of the Special Committee) or the Special Committee 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 amendments to amend the terms of this Agreement, the Equity Commitment Letters and the Rollover Agreements proposed by Parent, that in the case of any such action in connection failure to effect an Adverse Recommendation Change would reasonably be expected to be inconsistent with an Allergan Alternative Proposalits fiduciary duties to the Company shareholders under Applicable Law; provided, such Allergan Alternative Proposal continues to constitute an Allergan Superior Proposal (it being understood and agreed however, that in the event of any material revision or amendment to the financial terms of an Acquisition Proposal (including, for the avoidance of doubt, any revision to the proposed consideration to be paid per Company Common Share or other material financial terms of any such Allergan Superior Proposalcontained therein), the Company will be required to deliver a new written notification from Allergan consistent with that described in clause (i) of this Section 5.3(e) shall be required, notice to Parent 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(e‎Section 6.04(d) anew, except that with respect to such new written notice period shall (and the “Notice Period” in respect of such new written notice will be for two Business Days (as opposed to three 2) Business Days)). After delivery of such written notice pursuant to this Section 5.3(e), Allergan shall promptly inform AbbVie of all material developments affecting the material terms of any such Allergan Superior Proposal and shall promptly provide AbbVie with copies of any additional written materials received or sent that are material to such Allergan Superior Proposal.

Last Look. The Allergan Neither the Board and Allergan, as applicable, of Directors nor the Company shall not take any of the actions contemplated by Section 5.3(dreferred to in ‎Section 6.04(b)(ii) unless and until: (i) the Company shall have notified Parent, in writing and at least five Business Days prior to taking such action (i) Allergan has notified AbbVie, in writing at least three Business Days before taking such action, that Allergan intends of its intention to take such action, which notice attachesspecifying, in reasonable detail, the case reasons for the Adverse Recommendation Change, and attaching a copy of an Allergan Change of Recommendation pursuant to Section 5.3(d)(A) in response to an Allergan any proposed agreements for the 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, as applicable (such written notice, a “Notice of Superior Proposal”), (ii) if requested by AbbVieParent shall not have made, during within five Business Days after receipt of such three Business Day periodwritten notification (the “Notice Period”), Allergan and its Representatives shall have discussed and negotiated in good faith with AbbVie (to an offer that the extent that AbbVie desires to so discuss or negotiate) regarding any proposal by AbbVie to amend the terms Board 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 Directors determines in good faith, after consultation with a financial advisor of nationally recognized reputation and its outside legal counsel and financial advisors, obviates the need to effect the Adverse Recommendation Change, or is at least as favorable from a financial point of view to the Company’s stockholders, taking into account any proposal consideration the identity of the counterparty, the expected timing and likelihood of consummation and such other factors determined by AbbVie the Board of Directors to amend the terms of this Agreementbe relevant, that in the case of any such action Superior Proposal, as applicable, (iii) during the Notice Period, the Company and its Representatives shall have negotiated with Parent and its Representatives in good faith (to the extent Parent so desires to negotiate) to make such adjustments to the terms and conditions of this Agreement so that either the failure to make an Adverse Recommendation Change in response to such Intervening Event would no longer be reasonably expected to be inconsistent with the fiduciary duties of the Board of Directors under Applicable Law or such Acquisition Proposal would cease to constitute a Superior Proposal, as appropriate, and (iv) in determining whether to make such Adverse Recommendation Change in response to such Intervening Event or Superior Proposal or terminate this Agreement 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, as applicable, the Board of Directors shall have taken into account any changes to the terms of this Agreement timely proposed by Parent in response to any Notice of Superior Proposal during the Notice Period (as may be extended); provided, further, that any material revision to any Acquisition Proposal shall require a new written notification from Allergan consistent notice to be provided in accordance with that described in clause (i‎(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 the Company shall be required to comply again with the requirements of this Section 5.3(e) anew‎Section 6.04(d); provided, except further, that such the new notice period Notice Period shall be for two three (3) Business Days (as opposed to three but in no event shorter than the original five (5) Business DaysDay Notice Period)). After delivery of such written notice pursuant to this Section 5.3(e), Allergan shall promptly inform AbbVie of all material developments affecting the material terms of any such Allergan Superior Proposal and shall promptly provide AbbVie with copies of any additional written materials received or sent that are material to such Allergan Superior Proposal.

Last Look. The Allergan Amcor Board and Allergan, as applicable, of Directors shall not take any of the actions contemplated by make an Amcor Adverse Recommendation Change pursuant to Section 5.3(d5.4(e)(A) unless or terminate this Agreement pursuant to Section 5.4(e)(B) and Section 8.1(c)(ii) unless, prior to taking making such action Amcor Adverse Recommendation Change or such termination of this Agreement, (i) Allergan has notified AbbVie, Amcor notifies Bemis in writing of its intention to do so at least three four Business Days before taking such action, that Allergan intends to take which such action, which notice attachesnotification shall attach, in the case of an Allergan Amcor Adverse Recommendation Change of Recommendation pursuant to Section 5.3(d)(A5.4(e)(A) in response to an Allergan Amcor Superior Proposal or the termination of this Agreement pursuant to Section 5.3(d)(B5.4(e)(B) and Section 9.1(a)(ii)(B8.1(c)(ii), the most current version of each all proposed Contract providing for draft agreements (including financing arrangements and other ancillary agreements) in Amcor’s or related its Subsidiaries’ or its or their Representatives’ possession and other material definitive documentation relating to such Allergan Superior Amcor Competing Proposal (including any Contract relating to financing in Amcor’s or expense reimbursement) its Subsidiaries’ or its or their Representatives’ possession and the identity of the Third Party(ies) Person making the Allergan Superior Proposal Amcor Competing Proposal, or, in the case of an Allergan Amcor Adverse Recommendation Change in response to an Intervening EventEvent (with references to Bemis in such definition being references to Amcor and it being understood that an opinion by the Independent Expert in the IER that the Transactions are not in the best interests of Amcor Shareholders shall be deemed to qualify as an Intervening Event in relation to Amcor), a reasonably detailed description of the facts relating to such Allergan Intervening EventAmcor Adverse Recommendation Change, (ii) if requested by AbbVie, during such three four Business Day period, Allergan if requested by Xxxxx, Amcor and its Representatives shall have discussed and negotiated in good faith with AbbVie (to the extent that AbbVie desires to so discuss or negotiate) Bemis and its Representatives regarding any proposal by AbbVie Bemis to amend the terms of this Agreement and the Transactions in response to such Allergan Amcor Superior Proposal or other potential Allergan Change of Amcor Adverse Recommendation Change, as applicable, and (iii) after such three four Business Day period, the Allergan Amcor Board determines of Directors shall have determined in good faith, after consultation with considering advice from outside legal counsel and a financial advisor of nationally recognized reputation and outside legal counsel reputation, and taking into account any proposal by AbbVie Bemis to amend the terms of this AgreementAgreement and the Transactions made during such period, that (A) in the case of any such action an Amcor Adverse Recommendation Change pursuant to Section 5.4(e)(A) in connection with response to an Allergan Alternative ProposalAmcor Superior Proposal or termination of this Agreement pursuant to Section 5.4(e)(B) and Section 8.1(c)(ii), such Allergan Alternative Amcor Competing Proposal continues to constitute an Allergan Amcor Superior Proposal and (B) in any case, the failure to take such action would continue to reasonably be expected to be inconsistent with its fiduciary duties under applicable Law (it being understood and agreed that in the event of any amendment to the financial terms or other material terms of any such Allergan Amcor Superior Proposal, Proposal shall require a new written notification from Allergan consistent with that described in clause (i) of this Section 5.3(e) shall be required, Amcor and a new notice period under clause Section 5.4(f)(i) (i) of this Section 5.3(e) except that such negotiation period shall commencebe for three Business Days), during which notice period Allergan Amcor shall be required to comply with the other requirements of this Section 5.3(e5.4(f) 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 material developments affecting the material terms of any such Allergan Superior Proposal and shall promptly provide AbbVie with copies of any additional written materials received or sent that are material to such Allergan Superior Proposal.

Last Look. The Allergan Further, the Company Board and Allergan, as applicable, shall not take any of the actions contemplated by referred to in Section 5.3(d) 6.03(c)(ii), unless prior to taking such action (i) Allergan has notified AbbViethe Company promptly notifies Parent, in writing at least three four Business Days before taking such that action, that Allergan intends of its intention to take such actiondo so, specifying in reasonable detail the reasons therefor (which notice attachesshall not constitute an Adverse Recommendation Change), attaching (A) in the case of an Allergan Change of Recommendation pursuant to Section 5.3(d)(A) in response to an Allergan a Superior Proposal or the termination of this Agreement pursuant to Section 5.3(d)(B) and Section 9.1(a)(ii)(B)Proposal, the most current version of each the proposed Contract providing for or related to agreement under which such Allergan Superior Proposal (including any Contract relating is proposed to financing or expense reimbursement) be consummated and the identity of identifying the Third Party(ies) Party making the Allergan Superior Proposal orAcquisition Proposal, or (B) 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 AbbViethe Company has negotiated, during such three Business Day period, Allergan and has caused its Representatives shall have discussed and negotiated to negotiate in good faith with AbbVie Parent (to the extent that AbbVie desires Parent wishes to so discuss or negotiate) regarding during such notice period any proposal by AbbVie revisions to amend the terms of this Agreement in response to such Allergan Superior Proposal or other potential Allergan Change of Recommendation that Parent proposes and (iii) after following the end of such three Business Day notice period, the Allergan Company Board determines shall have determined, in good faith, after consultation with a financial advisor of nationally recognized reputation and outside legal counsel and taking into account any proposal its independent financial advisor, and giving due consideration to such revisions proposed by AbbVie to amend the terms of this AgreementParexx, that xxat (A) in the case of any such action in connection with an Allergan Alternative a Superior Proposal, such Allergan Alternative Superior Proposal continues would nevertheless continue to constitute an Allergan a Superior Proposal (assuming such revisions proposed by Parent were to be given effect) (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, Proposal shall require a new written notification from Allergan consistent with the Company; provided that described for the purposes of such new notification the reference to “four Business Days” in clause (i) of this Section 5.3(e6.03(e)(i) 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 deemed to 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 ”) and (B) in the case of such written notice an Adverse Recommendation Change to be made pursuant to this Section 5.3(e)an Intervening Event, Allergan such Intervening Event would nevertheless necessitate the need for such Adverse Recommendation Change (it being understood and agreed that any material change to the facts and circumstances relating to such Intervening Event shall promptly inform AbbVie of all material developments affecting require a new written notification from the material terms Company; provided that for the purposes of any such Allergan Superior Proposal and new notification the reference to “four Business Days” in Section 6.03(e)(i) shall promptly provide AbbVie be deemed to be “three Business Days”), and, in either case, the Company Board determines in good faith, after consultation with copies of any additional written materials received or sent outside legal counsel, that are material the failure to take such Allergan Superior Proposalaction would be reasonably likely to be inconsistent with its fiduciary duties under Delaware law.

Last Look. The Allergan Neither the Summit Board and Allergan, as applicable, nor Summit shall not take any of the actions contemplated by referred to in Section 5.3(d6.04(b)(ii) unless (i) Summit shall have notified Cementos, in writing and at least four Business Days prior to taking such action (i) Allergan has notified AbbVie, in writing at least three Business Days before taking such action, that Allergan intends of its intention to take such action, which notice attachesspecifying, 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)reasonable detail, the most current version reasons for the Summit Adverse Recommendation Change, and attaching a copy of each all proposed Contract providing for or related to such Allergan Superior Proposal (including any Contract relating to financing or expense reimbursement) agreements 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 Eventother documents and information contemplated by Section 6.04(d)(i), (ii) if requested by AbbVie, during such three four Business Day periodperiod following the date on which such notice is received, Allergan Summit shall have and shall have caused its Representatives shall have discussed and negotiated to, negotiate with Cementos in good faith with AbbVie (to the extent that AbbVie desires Cementos wishes to so discuss or negotiate) regarding to make such adjustments to the terms and conditions of this Agreement as Cementos may propose, (iii) upon the end of such notice period (or such subsequent notice period as contemplated by clause ‎‎(iv) below), the Summit Board shall have considered in good faith any proposal by AbbVie revisions to amend the terms of this Agreement proposed in response to such Allergan Superior Proposal or writing by Cementos that, if accepted by Summit, would be binding upon the other potential Allergan Change of Recommendation Parties, and (iii) after such three Business Day period, the Allergan Board determines shall have determined in good faith, after consultation with a financial advisor of nationally recognized reputation and its outside legal counsel and taking into account any proposal by AbbVie to amend the terms of this Agreementfinancial advisor, that that, (A) in the case of any such action in connection with an Allergan Alternative a Superior Proposal, such Allergan Alternative the Superior Proposal continues would continue to constitute an Allergan a Superior Proposal and (it being understood B) in the case of an Intervening Event, that the failure to effect a Summit Adverse Recommendation Change in response to such Intervening Event would reasonably be expected to be inconsistent with the directors’ exercise of fiduciary duties under Applicable Law and agreed that (iv) in the event of any amendment change to any of the financial terms (including the form, amount and timing of payment of consideration) or any other material terms of any such Allergan Superior Proposal, a new written notification from Allergan Summit shall, in each case, have delivered to Cementos an additional notice consistent with that described in clause (i‎‎(i) of this Section 5.3(e) shall be required, above and a new notice period under clause (i) of this Section 5.3(e‎‎(i) shall commence, commence (provided that the notice period thereunder shall only be three Business Days) during which notice period Allergan time Summit shall be required to comply with the requirements of this Section 5.3(e6.04(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 material developments affecting the material terms of any such Allergan Superior Proposal and shall promptly provide AbbVie anew with copies of any additional written materials received or sent that are material respect to such Allergan Superior Proposaladditional notice, including clauses ‎(i) through ‎(iii) above.