Common use of Match Rights Clause in Contracts

Match Rights. The board of directors of the Company, on the one hand, and the board of directors of Parent, on the other hand, shall not take any action set forth in Section 6.2(d) unless it has first: (i) caused the Company or Parent, as applicable, to provide the other Party at least four Business Days’ prior written notice of its intent to make an Adverse Company Recommendation Change (in the case of the Company) or an Adverse Parent Recommendation Change (in the case of Parent), in each case, in accordance with Section 6.2(d) (a “Notice of Superior Proposal”), which notice shall (A) state that the notifying Party has received a Company Superior Proposal or Parent Superior Proposal, as applicable, (B) specify the material terms and conditions of such Company Superior Proposal or Parent Superior Proposal, (C) identify the Person making such Company Superior Proposal or Parent Superior Proposal, and (D) enclose the most recent draft of any agreements intended to be entered into in connection with such Company Superior Proposal or Parent Superior Proposal (it being understood and agreed that the delivery of the notification contemplated by this clause (i) shall not, in and of itself, constitute an Adverse Company Recommendation Change or Adverse Parent Recommendation Change); (ii) caused the notifying Party and its Representatives to negotiate, to the extent the other Party so wishes to negotiate, during such four Business Day period following delivery of the Notice of Superior Proposal (the “Notice Period”), in good faith with the other Party concerning any revisions to the terms of this Agreement that the other Party wishes to propose in response to such Company Superior Proposal or Parent Superior Proposal; and (iii) following the end of the Notice Period, determined in good faith after consultation with its outside legal counsel and financial advisor, that such Company Acquisition Proposal or Parent Acquisition Proposal continues to constitute a Company Superior Proposal or Parent Superior Proposal, respectively, after taking into account any changes to which the other Party has committed in writing to make to this Agreement, and that the failure to make an Adverse Company Recommendation Change (in the case of the Company) or an Adverse Parent Recommendation Change (in the case of Parent) or to terminate this Agreement, in each case, in accordance with Section 6.2(d) would be inconsistent with its fiduciary duties under applicable Law; provided, however, that if, during the Notice Period, any revisions are made to the financial or other material terms of the Company Superior Proposal or Parent Superior Proposal that is the subject of such Notice of Superior Proposal, the notifying Party shall deliver to the other Party a new notice describing such revisions (and providing copies of the most recent draft of any agreements implementing such revisions) and shall comply with the requirements of clause (i) and clause (ii) of this Section 6.2(f) (except that the four Business Day Notice Period shall instead be a two Business Day Notice Period).

Match Rights. The board of directors of the Company, on the one hand, and the board of directors of Parent, on the other hand, shall not take any action set forth in Section 6.2(d) unless it has first: (i) caused the Company (in the case of the Company’s board of directors) or Parent (in the case of the Parent, as applicable’s board of directors), to provide the other Party at least four Business Days’ prior written notice of its intent to make an Adverse Company Recommendation Change (in the case take either of the Companyactions set forth in clause (x) or an Adverse Parent Recommendation Change clause (in the case y) of Parent), in each case, in accordance with Section 6.2(d) (a “Notice of Superior Proposal”), which notice shall (A) state that the notifying Party has received a Company Superior Proposal or Parent Superior Proposal, as applicable, (B) specify the material terms and conditions of such Company Superior Proposal or Parent Superior Proposal, (C) identify the Person making such Company Superior Proposal or Parent Superior Proposal, and (D) enclose the most recent draft of any agreements intended to be entered into in connection with such Company Superior Proposal or Parent Superior Proposal (it being understood and agreed that the delivery of the notification contemplated by this clause (i) shall not, in and of itself, constitute an Adverse Company Recommendation Change or Adverse Parent Recommendation Change); (ii) caused the notifying Party and its Representatives to negotiate, to the extent the other Party so wishes to negotiate, during such four Business Day period following delivery of the Notice of Superior Proposal (the “Notice Period”), in good faith with the other Party concerning any revisions to the terms of this Agreement and the Voting Agreement that the other Party wishes to propose in response to such Company Superior Proposal or Parent Superior Proposal; and (iii) following the end of the Notice Period, determined in good faith after consultation with its outside legal counsel and financial advisor, that such Company Acquisition Proposal or Parent Acquisition Proposal continues to constitute a Company Superior Proposal or Parent Superior Proposal, respectively, after taking into account any changes to which the other Party has committed in writing to make to this Agreement and the Voting Agreement, and that the failure to make take an Adverse Company Recommendation Change action set forth in clause (in the case of the Companyx) or an Adverse Parent Recommendation Change clause (in the case y) of Parent) or to terminate this Agreement, in each case, in accordance with Section 6.2(d) would be inconsistent with its fiduciary duties under applicable LawDelaware law; provided, however, that if, during the Notice Period, any revisions are made to the financial or other material terms of the Company Superior Proposal or Parent Superior Proposal that is the subject of such Notice of Superior Proposal, the notifying Party shall deliver to the other Party a new notice describing such revisions (and providing copies of the most recent draft of any agreements implementing such revisions) and shall comply with the requirements of clause (i) and clause (ii) of this Section 6.2(f) (except that the four Business Day Notice Period shall instead be a two three Business Day Notice Period).

Match Rights. The board of directors of the Company, on the one hand, and the board of directors of Parent, on the other hand, shall not take any action set forth in Section 6.2(d) unless it has first: (i) caused the Company (in the case of the Company’s board of directors) or Parent (in the case of the Parent, as applicable’s board of directors), to provide the other Party party at least four Business Daysbusiness days’ prior written notice of its intent to make an Adverse Company Recommendation Change (in the case take either of the Companyactions set forth in clause (x) or an Adverse Parent Recommendation Change clause (in the case y) of Parent), in each case, in accordance with Section 6.2(d) (a “Notice of Superior Proposal”), which notice shall (A) state that the notifying Party party has received a Company Superior Proposal or Parent Superior Proposal, as applicable, (B) specify the material terms and conditions of such Company Superior Acquisition Proposal or Parent Superior Proposal, (C) identify the Person making such Company Superior Proposal or Parent Superior Proposal, and (D) enclose the most recent draft of any agreements intended to be entered into in connection with such Company Superior Proposal or Parent Superior Proposal (it being understood and agreed that the delivery of the notification contemplated by this clause (i) shall not, in and of itself, constitute an Adverse Company Recommendation Change or Adverse Parent Recommendation Change); (ii) caused the notifying Party party and its Representatives to negotiate, to the extent the other Party party so wishes to negotiate, during such four Business Day business day period following delivery of the Notice of Superior Proposal (the “Notice Period”), in good faith with the other Party party concerning any revisions to the terms of this Agreement and/or any Voting Agreement that the other Party party wishes to propose in response to such Company Superior Proposal or Parent Superior Proposal; and (iii) following the end of the Notice Period, determined in good faith after consultation with its outside legal counsel and financial advisor, that such Company Acquisition Proposal or Parent Acquisition Proposal continues to constitute a Company Superior Proposal or Parent Superior Acquisition Proposal, respectively, after taking into account any changes to which the other Party party has committed in writing to make to this Agreement and any Voting Agreement, and that the failure to make take an Adverse Company Recommendation Change action set forth in clause (in the case of the Companyx) or an Adverse Parent Recommendation Change clause (in the case y) of Parent) or to terminate this Agreement, in each case, in accordance with Section 6.2(d) would be inconsistent with its fiduciary duties under applicable LawDelaware law; provided, however, that if, during the Notice Period, any revisions are made to the financial or other material terms of the Company Superior Proposal or Parent Superior Proposal that is the subject of such Notice of Superior Proposal, the notifying Party party shall deliver to the other Party party a new notice describing such revisions (and providing copies of the most recent draft of any agreements implementing such revisions) and shall comply with the requirements of clause (i) and clause (ii) of this Section 6.2(f) (except that the four Business Day business day Notice Period shall instead be a two Business Day three business day Notice Period).

Match Rights. The board of directors of the Company, on the one hand, and the board of directors of Parent, on the other hand, shall not take any action set forth in Section 6.2(d‎6.2(d) unless it has first: (i) caused the Company (in the case of the Company’s board of directors) or Parent (in the case of the Parent, as applicable’s board of directors), to provide the other Party party at least four Business Daysbusiness days’ prior written notice of its intent to make an Adverse Company Recommendation Change (in the case take either of the Companyactions set forth in clause (x) or an Adverse Parent Recommendation Change clause (in the case y) of Parent), in each case, in accordance with Section 6.2(d‎6.2(d) (a “Notice of Superior Proposal”), which notice shall (A) state that the notifying Party party has received a Company Superior Proposal or Parent Superior Proposal, as applicable, (B) specify the material terms and conditions of such Company Superior Acquisition Proposal or Parent Superior Proposal, (C) identify the Person making such Company Superior Proposal or Parent Superior Proposal, and (D) enclose the most recent draft of any agreements intended to be entered into in connection with such Company Superior Proposal or Parent Superior Proposal (it being understood and agreed that the delivery of the notification contemplated by this clause (i) shall not, in and of itself, constitute an Adverse Company Recommendation Change or Adverse Parent Recommendation Change); (ii) caused the notifying Party party and its Representatives to negotiate, to the extent the other Party party so wishes to negotiate, during such four Business Day business day period following delivery of the Notice of Superior Proposal (the “Notice Period”), in good faith with the other Party party concerning any revisions to the terms of this Agreement and/or any Voting Agreement that the other Party party wishes to propose in response to such Company Superior Proposal or Parent Superior Proposal; and (iii) following the end of the Notice Period, determined in good faith after consultation with its outside legal counsel and financial advisor, that such Company Acquisition Proposal or Parent Acquisition Proposal continues to constitute a Company Superior Proposal or Parent Superior Acquisition Proposal, respectively, after taking into account any changes to which the other Party party has committed in writing to make to this Agreement and any Voting Agreement, and that the failure to make take an Adverse Company Recommendation Change action set forth in clause (in the case of the Companyx) or an Adverse Parent Recommendation Change clause (in the case y) of Parent) or to terminate this Agreement, in each case, in accordance with Section 6.2(d‎6.2(d) would be inconsistent with its fiduciary duties under applicable LawDelaware law; provided, however, that if, during the Notice Period, any revisions are made to the financial or other material terms of the Company Superior Proposal or Parent Superior Proposal that is the subject of such Notice of Superior Proposal, the notifying Party party shall deliver to the other Party party a new notice describing such revisions (and providing copies of the most recent draft of any agreements implementing such revisions) and shall comply with the requirements of clause (i) and clause (ii) of this Section 6.2(f‎6.2(f) (except that the four Business Day business day Notice Period shall instead be a two Business Day three business day Notice Period).

Match Rights. The In response to a bona fide written Takeover Proposal made by a third party after the date of the Merger Agreement which did not arise from a breach in a material respect of the non-solicitation agreements described above and has not been withdrawn, if the Company's board of directors believes in good faith (after consultation with its outside legal counsel and a financial advisor of national reputation) that (i) such Takeover Proposal constitutes a Superior Proposal and (ii) the failure to either made and Adverse Recommendation Change or terminate the Merger Agreement would reasonably be expected to constitute a breach of the Company's board of directors' fiduciary duties under applicable law, on then the one hand, and the Company's board of directors may make an Adverse Recommendation Change or terminate the Merger Agreement in order to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal only if all of the following conditions are satisfied: • the Company shall have first provided to Parent prior written notice (the "Superior Proposal Notice") at least four business days in advance (the "Superior Proposal Notice Period") advising Parent that the Company's board of directors is prepared to effect an Adverse Recommendation Change in response to a Superior Proposal, or to terminate the Merger Agreement, as applicable and shall have complied with the Company's obligations under the Non-Solicitation provisions of the Merger Agreement; • during the applicable Superior Proposal Notice Period, prior to its effecting an Adverse Recommendation Change or terminating the Merger Agreement, the Company and its representatives, to the extent requested by Parent, on shall negotiate in good faith with Parent and its officers, directors and other representatives regarding changes to the terms of the Merger Agreement and any other hand, proposals made by Parent intended by Parent to cause such Takeover Proposal to no longer constitute a Superior Proposal; • Parent shall not take have made, within the applicable Superior Proposal Notice Period, a proposal that would, in the reasonable good faith judgment of the Company's board of directors (after consultation with its outside legal counsel and a financial advisor of national reputation), cause the offer previously constituting a Superior Proposal to no longer constitute a Superior Proposal; provided that any action set forth material amendment of such proposal will require a new Superior Proposal Notice with a new Superior Proposal Notice Period of three days; and • following the Superior Proposal Notice Period, the Company's board of directors shall have determined in Section 6.2(dgood faith (after consultation with its outside legal counsel and a financial advisor of national reputation) unless it has first: that, in light of such Superior Proposal and taking into account any revised terms proposed by Parent, (i) caused the Company or Parent, as applicable, such Takeover Proposal continues to provide the other Party at least four Business Days’ prior written notice of its intent to make an Adverse Company Recommendation Change (in the case of the Company) or an Adverse Parent Recommendation Change (in the case of Parent), in each case, in accordance with Section 6.2(d) (constitute a “Notice of Superior Proposal”), which notice shall (A) state that the notifying Party has received a Company Superior Proposal or Parent Superior Proposal, as applicable, (B) specify the material terms and conditions of such Company Superior Proposal or Parent Superior Proposal, (C) identify the Person making such Company Superior Proposal or Parent Superior Proposal, and (Dii) enclose the most recent draft failure to make the Adverse Recommendation Change, or to terminate the Merger Agreement in, as applicable, would reasonably be expected to constitute a breach of any agreements the Company's board of director's fiduciary duties under applicable law. If such action is intended to be entered into taken in connection response to an Intervening Event, (i) the Company's board of directors determines, in good faith, after consultation with its outside legal counsel and a financial advisor of national reputation, that the failure to take such action would reasonably be expected to constitute a breach of its fiduciary duties under applicable law and (ii) (A) the Company Superior Proposal or has provided to Parent Superior Proposal four business days' prior written notice advising Parent that the Company intends to make a change in recommendation (and specifying, in reasonable detail, the Intervening Event) (it being understood and agreed that any material change in any event, occurrence or fact Table of Contents relating to such Intervening Event (other than in respect of any revisions proposed or proposals made by Parent as referred to above) will require a new written notification from the delivery Company except that such new notification will require a three-business day period during which Parent can take action in respect of the notification contemplated by this clause Intervening Event), and (iB) shall not(1) during such four- or three-business day period, in and of itselfas applicable, constitute an Adverse the Company Recommendation Change or Adverse Parent Recommendation Change); (ii) caused the notifying Party and its Representatives to negotiate, to the extent the other Party so wishes to negotiate, during such four Business Day period following delivery of the Notice of Superior Proposal (the “Notice Period”), representatives will negotiate in good faith with the other Party concerning Parent (if requested by Parent) regarding any revisions changes to the terms of this the Merger Agreement and any other proposals made by Parent so that a failure to effect a change in recommendation would no longer constitute a breach of the other Party wishes to propose in response to such Company Superior Proposal or Parent Superior Proposal; and fiduciary duties of the Company's board of directors under the applicable law and (iii2) following such four- or three-business day period, the end Company's board of the Notice Period, directors has determined in good faith (after consultation with its outside legal counsel and financial advisor, that such Company Acquisition Proposal or Parent Acquisition Proposal continues to constitute a Company Superior Proposal or Parent Superior Proposal, respectively, after taking into account any changes to which the other Party has committed in writing to make to this Agreement, and advisors) that the failure to make an Adverse Company Recommendation Change (effect a change in recommendation in response to such Intervening Event would reasonably be expected to constitute a breach of the case fiduciary duties of the Company) or an Adverse Parent Recommendation Change (in the case 's board of Parent) or to terminate this Agreement, in each case, in accordance with Section 6.2(d) would be inconsistent with its fiduciary duties directors under applicable Law; providedlaw. The Company and Parent will, howeverand will cause their respective subsidiaries to, that ifeach use their reasonable best efforts to take, during the Notice Periodor cause to be taken, any revisions are made all actions, and to the financial do, or other material terms of the Company Superior Proposal or Parent Superior Proposal that is the subject of such Notice of Superior Proposalcause to be done, the notifying Party shall deliver and to assist and cooperate with the other Party a new notice describing such revisions (and providing copies of the most recent draft of any agreements implementing such revisions) and shall comply with the requirements of clause parties in doing, all things necessary, proper or advisable under applicable law to (i) obtain all necessary actions, waivers, registrations, permits, authorizations, orders, consents and clause approvals from governmental authorities, obtain the expiry or early termination of any applicable waiting periods and make all necessary registrations and filings with and take all steps as may be reasonably necessary to obtain an approval or waiver from, or avoid a proceeding by, any governmental authorities in order to consummate the Transactions as promptly as practicable and in any event prior to the End Date and (ii) deliver required notices or any necessary additional instruments to, and obtain required consents, waivers or any additional instruments necessary from, third parties to consummate the Transactions as promptly as practicable and in any event prior to the End Date. Without limiting the generality of this Section 6.2(fthe foregoing, Parent and the Company (if requested by Parent), along with their respective subsidiaries, shall use their reasonable best efforts to obtain clearance under any applicable antitrust laws so as to enable the parties hereto to consummate the Transactions as promptly as practicable, and in any event prior to the End Date, which shall include using reasonable best efforts to propose, negotiate, commit to and effect, by consent decree, hold separate order or otherwise, the sale, divestiture, disposition, license or other disposition of such of its and its subsidiaries' assets, properties or businesses or of the assets, properties or businesses to be acquired by Parent pursuant hereto, and enter into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any proceeding by a governmental authority or any other third-party under antitrust laws that would otherwise have the effect of preventing or materially delaying the consummation of the Transactions. The Company will not, unless requested to do so by Xxxxxx, commit to or effect any action contemplated in the immediately preceding sentence. However, nothing in the Merger Agreement will require Parent or any of its subsidiaries to take or agree to any action, concession or undertaking (i) unless such action, concession or undertaking is conditioned on the closing or (except that ii) to the four Business Day Notice Period shall instead extent it would constitute or result in, or would reasonably be expected to constitute or result in, individually or in the aggregate, any sale, divestiture, license or disposition of any assets, properties or businesses, or any other action, concession or undertaking, or any commitment to do any of the foregoing, (a) with respect to or relating to Parent, its affiliates or their respective assets, categories of assets, businesses, relationships, contractual rights, obligations or arrangements or (b) that, individually or in the aggregate, would be materially detrimental to the benefits expected to be derived by Parent and its affiliates from the Transactions, taken as a two Business Day Notice Period)whole.

Match Rights. The board of directors of the Company, on the one hand, and the board of directors of Parent, on the other hand, Company Board shall not take any action set forth in Section 6.2(d5.3(e) unless it the Company Board has first: (i) caused the Company or Parent, as applicable, to provide the other Party Parent at least four three (3) Business Days’ prior written notice of its intent to make an Adverse Company Recommendation Change (in the case take any of the Companyactions set forth in clause (i) or an Adverse Parent Recommendation Change clause (in the case ii) of Parent), in each case, in accordance with Section 6.2(d5.3(e)(1) or Section 5.3(e)(2) (a “Notice of Superior ProposalProposal or Intervening Event”), which notice shall (A) state that the notifying Party Company has received a Company Superior Proposal or Parent Superior Proposalthat an Intervening Event has occurred, as applicable, and (B) in the case of (1) a Superior Proposal, (x) specify the material terms and conditions of such Company Superior Proposal or Parent Superior Acquisition Proposal, (Cy) identify the Person making such Company Superior Proposal or Parent Superior Proposal, and (Dz) enclose the most recent draft of any agreements intended to be entered into in connection with the Person making or providing such Company Superior Proposal or Parent Superior Proposal (it being understood and agreed that the delivery or any Affiliate of such Person), or (2) an Intervening Event, provide a reasonably detailed description of the notification contemplated by this clause (i) shall not, in and of itself, constitute an Adverse Company Recommendation Change or Adverse Parent Recommendation Change)Intervening Event; (ii) caused the notifying Party Company and its Representatives to negotiate, to the extent Parent has requested that the other Party so wishes to Company negotiate, during such four three (3) Business Day period following delivery of the Notice of Superior Proposal or Intervening Event (the “Notice Period”), in good faith with the other Party Parent concerning any revisions to the terms of this Agreement that the other Party wishes to propose Parent proposes in response to such Company Superior Proposal or Parent Superior ProposalIntervening Event, as applicable; and (iii) following after complying with clauses (i) and (ii) of this Section 5.3(f), in the end case of the Notice Perioda Superior Proposal, determined in good faith after consultation with its outside legal counsel and financial advisor, that such Company Acquisition Proposal or Parent Acquisition Proposal continues to constitute a Company Superior Proposal or Parent Superior Proposal, respectively, after taking into account any changes to which the other Party has committed in writing to make to this Agreement, and that the failure to make an Adverse Company Recommendation Change (in the case of a Superior Proposal or Intervening Event, the Companyfailure to take an action set forth in Section 5.3(e) or an Adverse Parent Recommendation Change (in the case of Parent) or continues to terminate this Agreement, in each case, in accordance with Section 6.2(d) would be inconsistent with its the directors’ fiduciary duties under applicable Law, in each case after giving due consideration to any changes proposed to be made to this Agreement by Parent in a signed writing that is binding and irrevocable; provided, however, that if, if during the Notice Period, Period any revisions are made to the financial or other material terms of the Company Superior Proposal or Parent Superior Proposal that is the subject of such Notice of Superior ProposalProposal and such revisions are material (it being understood and agreed that any change to consideration with respect to such proposal is material), the notifying Party Company shall deliver to the other Party Parent a new notice (“Superior Proposal Change Notice”) describing such material revisions (and providing copies of the most recent draft of any agreements implementing such revisionsmaterial revisions proposed to be entered into between the Company and the Person making or providing such Superior Proposal (or any Affiliate of such Person)) and shall comply with the requirements of clause (iii) and clause (iiiii) of this Section 6.2(f5.3(f) with respect to such Superior Proposal as so revised (except that substituting, for purposes of this proviso, the four longer of (x) the time remaining with respect to the original three (3) Business Day Notice Period shall instead be a in respect of such Superior Proposal and (y) two (2) Business Day Days following delivery by the Company of the Superior Proposal Change Notice Periodfor the reference to “three (3) Business Days” in Section 5.3(f)(ii)).

Match Rights. The board of directors of the Company, on the one hand, and the board of directors of Parent, on the other hand, Company Board shall not take any action set forth in Section 6.2(d6.2(f) unless it has first: (i) caused the Company or Parent, as applicable, to provide the other Party Parent at least four five Business Days’ prior written notice of its intent to make an Adverse Company Recommendation Change (in or cause the case of the Company) or Company to enter into an Adverse Parent Recommendation Change (in the case of Parent), in each case, Alternative Acquisition Agreement in accordance with Section 6.2(d6.2(f) (a “Notice of Superior ProposalSpecified Event Notice”), which notice shall (x) in the case of an action contemplated by Section 6.2(f)(i), specify in reasonable detail the circumstances related to the Intervening Event and the Company Board’s determination with respect thereto, or (y) in the case of an action contemplated by Section 6.2(f)(ii), (A) state that the notifying Party Company has received a Company Superior Proposal or Parent an unsolicited Superior Proposal, as applicable, (B) specify the material terms and conditions of such Company Superior Proposal or Parent Superior Proposal, (C) identify the Person making such Company Superior Proposal or Parent Superior Proposal, and (D) enclose the most recent draft of any agreements intended to be entered into in connection with such Company Superior Proposal or Parent Superior Proposal (it being understood and agreed that the delivery of the notification contemplated by this clause (i) shall not, in and of itself, constitute an Adverse Company Recommendation Change or Adverse Parent Recommendation Change); (ii) caused the notifying Party Company and its Representatives to negotiate, to the extent the other Party Parent so wishes to negotiate, in good faith during such four five Business Day period following delivery of the Specified Event Notice of Superior Proposal (the “Notice Period”), in good faith with the other Party Parent concerning any revisions to the terms of this Agreement that the other Party Parent wishes to propose in response to such Company Superior Proposal Intervening Event or Parent Superior Proposal, as applicable; and (iii) following the end of the Notice Period, determined in good faith after consultation with its outside legal counsel and financial advisor, that (x) in the case of an action contemplated by Section 6.2(f)(i), the failure to effect an Adverse Recommendation Change in response to such Company Acquisition Proposal or Parent Acquisition Proposal Intervening Event continues to constitute a be inconsistent with the exercise of its fiduciary duties to the stockholders of the Company Superior Proposal or Parent Superior Proposal, respectively, under applicable Law after taking into account any changes to which the other Party Parent has committed in writing to make to this Agreement, and that the failure to make an Adverse Company Recommendation Change or (y) in the case of the Company) or an Adverse action contemplated by Section 6.2(f)(ii), such Acquisition Proposal continues to constitute a Superior Proposal after taking into account any changes to which Parent Recommendation Change (has committed in the case of Parent) or writing to terminate make to this Agreement, in each case, in accordance with Section 6.2(d) would be inconsistent with its fiduciary duties under applicable Law; provided, however, that that, in the case of a Specified Event Notice in response to a Superior Proposal, if, during the Notice Period, any revisions are made to the financial or other material terms of the Company Superior Proposal or Parent Superior Proposal that is the subject of such Notice of Superior ProposalSpecified Event Notice, the notifying Party Company shall deliver to the other Party Parent a new notice describing such revisions (and providing copies of the most recent draft of any agreements implementing such revisions) and shall comply with the requirements of clause (i) and clause (iiiii) of this Section 6.2(f6.2(h) (except that the four Business Day Notice Period for such Superior Proposal shall instead be a two reduced from five Business Day Notice PeriodDays to three Business Days).