Common use of Last Look Clause in Contracts

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 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 for such Superior Proposal (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) for the Superior Proposal, if applicable (which notice shall not constitute an Adverse Recommendation Change) or (B) in the case of an Intervening Event, a reasonably detailed description of the facts and circumstances relating to such Intervening Event, (ii) during such four Business Day period following the date on which such notice is received, the Company shall have and shall have caused its directors, officers and employees and shall have directed all of its other 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 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 advisors, that any such revisions have not obviated the need to effect the Adverse Recommendation Change, or that the Superior Proposal would nevertheless continue 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 (for the avoidance of doubt, any substantive change in the terms relating to conditionality, termination and termination fees, regulatory efforts or financing shall be deemed a material change) 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 two (2) Business Days) during which time the Company shall be required to comply with the requirements of this Section 6.04(d) anew with respect to such additional notice, including clauses (i) through (iii) above.

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 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 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 for such Superior Proposal (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(c6.04(c)(i) for the Superior Proposal, if applicable (which notice shall not constitute an Adverse Recommendation Change) or (B) in the case of an Intervening Event, a reasonably detailed description of the facts and circumstances relating to such Intervening Event, (ii) during such four Business Day period following the date on which such notice is received, the Company shall have and shall have caused its directors, officers and employees and shall have directed all of its other 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 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 advisorsadvisor, that any the failure of the Board of Directors to make such revisions have not obviated the need to effect the Adverse Recommendation ChangeChange would be inconsistent with its fiduciary duties under Applicable Law, or and, in the case of Superior Proposal, that the Superior such Acquisition Proposal would nevertheless continue 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 (for the avoidance of doubt, any substantive change in the terms relating to conditionality, termination and termination fees, regulatory efforts or financing shall be deemed a material change) 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 two (2) three Business Days) during which time the Company shall be required to comply with the requirements of this Section 6.04(d) anew with respect to such additional notice, including clauses (i) through (iii) above.

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 Business Days prior to taking such actionaction (the “Notice Period”), 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 any proposed agreements for such Superior Proposal (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) for the Superior Proposal, if applicable (which notice shall not constitute an Adverse Recommendation Change) or (B) in the case of an Intervening Event, a reasonably detailed description of the facts and circumstances relating to such Intervening Eventapplicable, (ii) during such four Business Day period following the date on which such notice is receivedNotice Period, the Company shall have and shall have caused its directors, officers and employees and shall have directed all of its other Representatives to, negotiate negotiated with Parent and its Representatives in good faith (to the extent that Parent wishes desires to so negotiate) to make such adjustments to the terms and conditions of this Agreement as Parent may proposewould enable the Board of Directors to maintain the Company Recommendation and not make an Adverse Recommendation Change or, in the case of a Superior Proposal, terminate this Agreement; and (iii) upon following the end expiration of such notice period (or such subsequent notice period as contemplated by clause (iv) below)the Notice Period, the Board of Directors shall have considered in good faith any revisions to the terms of this Agreement proposed in writing by Parent that, if accepted by the Company, would be binding upon Parent, and shall have determined determines in good faith, after consultation taking into account any amendments to the terms hereof proposed by Parent, that the failure to effect an Adverse Recommendation Change would be reasonably likely to be inconsistent with its outside legal counsel and financial advisorsfiduciary duties; provided, however, that any such revisions have not obviated the need to effect the Adverse Recommendation Change, or that the Superior Proposal would nevertheless continue to constitute a Superior Proposal and (iv) in the event of any change amendment to any of the financial terms (including the form, amount and timing of payment of consideration) or any other material terms (for the avoidance of doubt, any substantive change in the terms relating to conditionality, termination and termination fees, regulatory efforts or financing shall be deemed a material change) of such Superior an Acquisition Proposal, the Company shall, in each case, have delivered will be required to deliver a new written notice 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 two (2) Business Days) during which time the Company shall be required to comply with the requirements of this Section 6.04(d) anew with respect to such additional notice, including clauses new written notice (i) through (iii) aboveit being understood that the “Notice Period” in respect of such new written notice will be two Business Days).

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 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 for such Superior Proposal (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(c6.04(c)(i) for the Superior Proposal, if applicable (which notice shall not constitute an Adverse Recommendation Change) or (B) in the case of an Intervening Event, a 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 directors, officers and employees and shall have directed all of its other 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(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 advisorsadvisor, that any the failure of the Board of Directors to make such revisions have not obviated the need to effect the Adverse Recommendation ChangeChange would be inconsistent with its fiduciary duties under Applicable Law, or and, in the case of Superior Proposal, that the Superior such Acquisition Proposal would nevertheless continue 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 (for the avoidance of doubt, any substantive change in the terms relating to conditionality, termination and termination fees, regulatory efforts or financing shall be deemed a material change) of such Superior Proposal, the Company shall, in each case, have delivered to Parent an additional notice consistent with that described in clause (i‎‎(i) above and a new notice period under clause (i‎‎(i) shall commence (provided that the notice period thereunder shall only be two three (23) Business Days) during which time the Company shall be required to comply with the requirements of this Section ‎Section 6.04(d) anew with respect to such additional notice, including clauses (i) through (iii) above.

Last Look. Neither the Board of Directors nor the Company shall be permitted to take any of the actions referred to in Section ‎‎Section 6.04(b)(ii) unless (i) the Company shall have notified Parent, in writing and at least four 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 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 for such Superior Proposal (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(c‎Section 6.04(c)(i) for the Superior Proposal, if applicable (which notice shall not constitute an Adverse Recommendation Change) or (B) in the case of an Intervening Event, a reasonably detailed description of the facts and circumstances relating to such Intervening Event, (ii) during such four Business Day period following the date on which such notice is received, the Company shall have and shall have caused its directors, officers and employees and shall have directed all of its other 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(iv) below), the Board of Directors shall have considered in good faith any revisions to the terms of this Agreement 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 advisorsadvisor, that any the failure of the Board of Directors to make such revisions have not obviated the need to effect the Adverse Recommendation ChangeChange would be inconsistent with its fiduciary duties under Applicable Law, or and, in the case of Superior Proposal, that the Superior such Acquisition Proposal would nevertheless continue 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 (for the avoidance of doubt, any substantive change in the terms relating to conditionality, termination and termination fees, regulatory efforts or financing shall be deemed a material change) of such Superior Proposal, the Company shall, in each case, have delivered to Parent an additional notice consistent with that described in clause (i‎‎(i) above and a new notice period under clause (i‎‎(i) shall commence (provided that the notice period thereunder shall only be two (2) three Business Days) during which time the Company shall be required to comply with the requirements of this Section ‎‎Section 6.04(d) anew with respect to such additional notice, including clauses (i‎(i) through (iii‎(iii) above.

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)(ii5.1(1)(b)(ii) unless (i) the Company shall have notified the Parent, in writing and at least four 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 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 for such Superior Proposal (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(c5.1(1)(c)(i) for the Superior Proposal, if applicable (which notice shall not constitute an Adverse Recommendation Change) or (B) in the case of an Intervening Event, a reasonably detailed description of the facts and circumstances relating to such Intervening Event, (ii) during such four Business Day period following the date on which such notice is received, the Company shall have and shall have caused its directors, officers and employees and shall have directed all of its other Representatives to, negotiate with the Parent in good faith (to the extent the Parent wishes to negotiate) to make such adjustments to the terms and conditions of this Agreement as the Parent may propose, (iii) upon the end of such notice period (or such subsequent notice period as contemplated by clause (iv) below, the “Matching Period”), the Board of Directors shall have considered in good faith any revisions to the terms of this Agreement proposed in writing by the Parent that, if accepted by the Company, would be binding upon the Parent, and shall have determined in good faith, after consultation with its outside legal counsel and financial advisors, that any the failure of the Board of Directors to make such revisions have not obviated the need to effect the Adverse Recommendation ChangeChange would be inconsistent with its fiduciary duties under Applicable Law, or and, in the case of Superior Proposal, that the Superior such Acquisition Proposal would nevertheless continue 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 (for the avoidance of doubt, any substantive change in the terms relating to conditionality, termination and termination fees, regulatory efforts or financing shall be deemed a material change) 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 two (2) Business Days) during which time the Company shall be required to comply with the requirements of this Section 6.04(d) anew with respect to such additional notice, including clauses (i) through (iii) above.and

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)(ii7.03(b)(ii) unless (i) the Company shall have notified Parent, in writing and at least four 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 Change, including, if applicable, the terms and (A) in the case of a Superior Proposalconditions of, including and the identity of the Person or group making Third Party making, any such proposal, the terms thereof Superior Proposal and attaching a copy of all any proposed agreements for such the Superior Proposal (including or a true description of all material terms and complete copy conditions thereof) (it being understood and agreed that the delivery of any proposed definitive agreement for such Superior Proposal, if any) and other documents and information the notification contemplated by Section 6.04(cthis clause (i) for the Superior Proposalshall not, if applicable (which notice shall not in and of itself, constitute an Adverse Recommendation Change) or (B) in the case of an Intervening Event, a reasonably detailed description of the facts and circumstances relating to such Intervening Event), (ii) during such four Business Day period following the date on which such notice is received, the Company shall have has negotiated, and shall have has caused its directorsRepresentatives to negotiate, officers and employees and shall have directed all of its other Representatives to, negotiate with Parent in good faith (with Parent during such notice period, 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 concerning any revisions to the terms of this Agreement proposed in writing by Parent that, if accepted by the Company, would be binding upon Parent, and (iii) following the end of such notice period, the Board of Directors shall have determined in good faithdetermined, after consultation with its outside legal counsel and financial advisorsadvisor, that any and giving due consideration to the revisions to the terms of this Agreement to which Parent has committed in writing, that, in the case of an Acquisition Proposal, such revisions have not obviated the need to effect the Adverse Recommendation Change, or that the Superior Acquisition Proposal would nevertheless continue to constitute a Superior Proposal (assuming the revisions committed to by Parent were to be given effect), and in any case and that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under Applicable Law, 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 (for the avoidance of doubt, any substantive change in the terms relating to conditionality, termination and termination fees, regulatory efforts or financing shall be deemed a material change) of such Superior Proposal, if applicable, 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) above shall commence (provided that the notice period thereunder shall only be two (2) Business Days) commence, during which time the Company shall be required to comply with the requirements of this Section 6.04(d7.03(e) anew with respect to such additional notice, including clauses (i) through (iiiiv) above; and provided, further, that the Company has complied in all material respects with its obligations under this Section 7.03(e).

Last Look. Neither the Uniti Board of Directors nor the Company Uniti shall be permitted to take any of the actions referred to in Section 6.04(b)(ii‎Section 6.03(b)(ii) unless unless: (i) the Company Uniti shall have notified ParentWindstream, in writing and at least four 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 Change, and attaching (A) in the case of a Superior Proposal, including the identity an unredacted copy of the Person or group making such proposal, the terms thereof Superior Proposal and attaching a copy of all any proposed agreements for such Superior Proposal (including a true and complete copy of any proposed definitive agreement for relating to such Superior Proposal, if any) and other documents and information contemplated by Section 6.04(c) for the Superior Proposal, if applicable (which notice shall not constitute an Adverse Recommendation Change) or (B) in the case of an Intervening Event, Event a reasonably detailed description of the facts and circumstances relating to such Intervening Event, (ii) during such four Business Day period following the date on which such notice is receivedreceived by Windstream, the Company Uniti shall have and shall have caused its directors, officers and employees and shall have directed all of its other Representatives to, negotiate negotiated with Parent Windstream in good faith (to the extent Parent Windstream wishes to negotiate) to make such adjustments to the terms and conditions of this Agreement as Parent Windstream may propose, (iii) upon the end of such notice period (or such subsequent notice period as contemplated by clause (iv‎(iv) below), the Uniti Board of Directors shall have have, as a condition to effecting an Adverse Recommendation Change, considered in good faith any revisions to the terms of this Agreement proposed in writing by Parent that, if accepted Windstream and any other information offered by Windstream in response to the Company, would be binding upon Parent, notice from Uniti and shall have determined in good faith, after consultation with its outside legal counsel and financial advisorsadvisor, that any such revisions have not obviated the need to effect the Adverse Recommendation Change, or that the Superior Proposal would nevertheless continue to constitute a Superior Proposal and failure to take such action would reasonably be expected to be inconsistent with the standard of conduct applicable to the members of the Uniti Board under Applicable Law 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 (for the avoidance of doubt, any substantive change in the terms relating to conditionality, termination and termination fees, regulatory efforts or financing shall be deemed a material change) of such Superior Proposal, the Company Uniti shall, in each case, have delivered to Parent Windstream 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 two three (23) Business Days) during which time the Company Uniti shall be required to comply with the requirements of this Section 6.04(d‎Section 6.03(d) anew with respect to such additional notice, including clauses (i) through (iii) above.

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)(ii‎Section 5.1(1)(b)(ii) unless (i) the Company shall have notified the Parent, in writing and at least four 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 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 for such Superior Proposal (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(c‎Section 5.1(1)(c)(i) for the Superior Proposal, if applicable (which notice shall not constitute an Adverse Recommendation Change) or (B) in the case of an Intervening Event, a reasonably detailed description of the facts and circumstances relating to such Intervening Event, (ii) during such four Business Day period following the date on which such notice is received, the Company shall have and shall have caused its directors, officers and employees and shall have directed all of its other Representatives to, negotiate with the Parent in good faith (to the extent the Parent wishes to negotiate) to make such adjustments to the terms and conditions of this Agreement as the Parent may propose, (iii) upon the end of such notice period (or such subsequent notice period as contemplated by clause (iv) below, the “Matching Period”), the Board of Directors shall have considered in good faith any revisions to the terms of this Agreement proposed in writing by the Parent that, if accepted by the Company, would be binding upon the Parent, and shall have determined in good faith, after consultation with its outside legal counsel and financial advisors, that any the failure of the Board of Directors to make such revisions have not obviated the need to effect the Adverse Recommendation ChangeChange would be inconsistent with its fiduciary duties under Applicable Law, or and, in the case of Superior Proposal, that the Superior such Acquisition Proposal would nevertheless continue 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 (for the avoidance of doubt, any substantive change in the terms relating to conditionality, termination and termination fees, regulatory efforts or financing shall be deemed a material change) of such Superior Proposal, the Company shall, in each case, have delivered to the 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 two (2) three Business Days) during which time the Company shall be required to comply with the requirements of this Section 6.04(d‎Section 5.1(1)(d) anew with respect to such additional notice, including clauses (i) through (iii) above.