Common use of PROCEDURE FOR TERMINATION, AMENDMENT Clause in Contracts

PROCEDURE FOR TERMINATION, AMENDMENT. EXTENSION OR WAIVER. (a) A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.03 or an extension or waiver pursuant to Section 8.04 shall, in order to be effective, require in the case of Parent, Sub or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors; PROVIDED, that in the case of the Company, such action shall also require action by a majority of the Independent Directors. (b) The Company may terminate this Agreement pursuant to Section 8.01(e) only if (i) the Company Board has received a Superior Company Proposal, (ii) in light of such Superior Company Proposal the Company Board shall have determined in good faith, after consultation with outside counsel, that it is necessary for the Company Board to withdraw or modify its approval or recommendation of this Agreement, the Offer or the Merger in order to act in a manner consistent with its fiduciary duty under applicable Law, (iii) the Company has notified Parent in writing of the determinations described in clause (ii) above, (iv) at least three business days following receipt by Parent of the notice referred to in clause (iii) above, and taking into account any revised proposal made by Parent since receipt of the notice referred to in clause (iii) above, such Superior Company Proposal remains a Superior Company Proposal and the Company Board has again made the determinations referred to in clause (ii) above, (v) the Company is in compliance with Section 5.02 (other than breaches that, individually and in the aggregate, are not material and do not prejudice Parent's rights under this Agreement), (vi) the Company has previously paid the fee due under Section 6.07, (vii) the Company Board concurrently approves, and the Company concurrently enters into, a definitive agreement providing for the implementation of such Superior Company Proposal and (viii) Parent is not at such time entitled to terminate this Agreement pursuant to Section 8.01(c).

PROCEDURE FOR TERMINATION, AMENDMENT. EXTENSION OR WAIVER. (a) A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.03 or an extension or waiver pursuant to Section 8.04 shall, in order to be effective, require require, in the case of each of Parent, Sub or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors; PROVIDED, that in the case of the Company, such action shall also require action by a majority of the Independent Directors. (b) The Company may terminate this Agreement pursuant to Section 8.01(e) only if (i) the Company Board has received a Superior Company Proposal, (ii) in light of such Superior Company Proposal the Company Board shall have determined in good faith, after consultation with outside counsel, that it is necessary for the Company Board to withdraw or modify its approval or recommendation of this Agreement, the Offer or the Merger in order to act in a manner consistent with its fiduciary duty under applicable Law, (iii) the Company has notified Parent in writing of the determinations described in clause (ii) above, (iv) at least three five business days following receipt by Parent of the notice referred to in clause (iii) above, and taking into account any revised proposal made by Parent since receipt of the notice referred to in clause (iii) above, such Superior Company Proposal remains a Superior Company Proposal and the Company Board has again made the determinations referred to in clause (ii) above, (v) the Company is in compliance with Section 5.02 (other than breaches that, individually and in the aggregate, are not material and do not prejudice Parent's rights under this Agreement), (vi) the Company has previously paid the fee due under Section 6.07, (vii) the Company Board concurrently approves, and the Company concurrently enters into, a definitive agreement providing for the implementation of such Superior Company Proposal and (viiivii) Parent is not at such time entitled to terminate this Agreement pursuant to Section 8.01(c).

PROCEDURE FOR TERMINATION, AMENDMENT. EXTENSION OR WAIVERExtension or -------------------------------------------------- Waiver. (a) A termination of this Agreement pursuant to Section 8.01, an ------- amendment of this Agreement pursuant to Section 8.03 or an extension or waiver pursuant to Section 8.04 shall, in order to be effective, require (a) in the case of Parent, Sub or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors; PROVIDED, that Directors and (b) in the case of the Company, such action shall also require action by a majority of the Independent Directorsmembers of the Board of Directors of the Company who were members thereof on the date of this Agreement and remain as such hereafter or the duly authorized designee of such members. (b) The Company may terminate this Agreement pursuant to Section 8.01(e8.01(f) only if (i) the Board of Directors of the Company Board has received a Superior Company Proposaltakeover proposal, (ii) in light of such Superior Company Proposal takeover proposal a majority of the disinterested directors of the Company Board shall have determined in good faith, after consultation with based upon the advice of outside counsel, that it is necessary for the Board of Directors of the Company Board to should withdraw or modify its approval or recommendation of this Agreement, the Offer or the Merger or this Agreement in order to act in a manner consistent comply with its fiduciary duty under applicable Lawlaw, (iii) the Company has notified Parent in writing of the determinations described in clause (ii) above, (iv) at least three business days 48 hours following receipt by Parent of the notice referred to in clause (iii) above, and taking into account any revised proposal made by Parent since receipt of the notice referred to in clause (iii) above, such Superior Company Proposal remains a Superior Company Proposal and majority of the disinterested directors of the Company Board has again made the determinations referred to in clause (ii) above, (v) the Company is in compliance in all material respects with Section 5.02 (other than breaches that, individually and in the aggregate, are not material and do not prejudice Parent's rights under this Agreement), (vi) the Company has previously paid the fee due under Section 6.07, (vii) 6.08. Acceptance by Parent of the Company Board concurrently approves, and fee due under Section 6.08 shall constitute acceptance by Parent of the Company concurrently enters into, a definitive agreement providing for the implementation validity of such Superior Company Proposal and (viii) Parent is not at such time entitled to terminate any termination of this Agreement pursuant to under Section 8.01(c8.01(f) and this Section 8.05(b).

PROCEDURE FOR TERMINATION, AMENDMENT. EXTENSION OR WAIVER. (a) A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.03 or an extension or waiver under this Agreement pursuant to Section 8.04 shall, in order to be effective, require in the case of Parent, Sub or the Company, action by its Board of Directors or or, to the extent permitted by law, the duly authorized designee of its Board of Directors; PROVIDED, that in . Termination of this Agreement prior to the case Effective Time shall not require the approval of the stockholders of the Company, such action shall also require action by a majority of the Independent Directors. (b) The Company may terminate this Agreement pursuant to Section 8.01(e) only if (i) the Company Board has received a Superior Company Proposal, (ii) in light of such Superior Company Proposal a majority of the disinterested directors of the Company Board shall have determined in good faith, after consultation with outside counsel, that it is necessary for the Company Board failure to withdraw or modify its approval or recommendation of this Agreement, the Offer or the Merger in order to act in a manner consistent and this Agreement would be inconsistent with the Company Board's exercise of its fiduciary duty under applicable Law, (iii) the Company has notified Parent in writing of the determinations described in clause (ii) above, (iv) at least three five business days following receipt by Parent of the notice referred to in clause (iii) above, and taking into account any revised proposal made by Parent since receipt of the notice referred to in clause (iii) above, such Superior Company Proposal remains a Superior Company Proposal and a majority of the disinterested directors of the Company Board has again made the determinations referred to in clause (ii) above, (v) the Company is in compliance compliance, in all material respects, with Section 5.02 (other than breaches that, individually and in the aggregate, are not material and do not prejudice Parent's rights under this Agreement)5.02, (vi) the Company has previously paid the fee due under Section 6.07, (vii) the Company Board concurrently approves, and the Company concurrently enters into, a definitive agreement providing for the implementation of such Superior Company 50 Proposal and (viii) Parent is not at such time entitled to terminate this Agreement pursuant to Section 8.01(c) (assuming for purposes of this clause (viii) that the Outside Date is the date of termination of this Agreement by the Company, except where the applicable breach or failure to perform is not wilful and material and is capable of being cured prior to the Outside Date).