Common use of Purchase Events Clause in Contracts

Purchase Events. Acquiror may exercise the Option only if one or more of the following events has occurred: (a) the Board of Directors of the Company or any committee thereof shall have withdrawn or modified its approval or recommendation of the Merger or the Merger Agreement in any manner adverse to Acquiror, or approved or recommended any Acquisition Proposal (as defined in the Merger Agreement), or shall have adopted a resolution to take any of the foregoing actions; (i) the approval of the Merger Agreement by the stockholders of the Company shall have not been obtained by reason of the failure to obtain the required vote at the Stockholders' Meeting (as defined in the Merger Agreement) and (ii) at the time of such negative vote there shall be pending an Acquisition Proposal (as defined in the Merger Agreement); (c) the Company or any of its Subsidiaries shall have entered into any agreement with any person (other than Acquiror or any of its affiliates), the Board of Directors of such entity shall have approved, recommended or resolved to enter into an agreement with any person, or the Company shall have publicly announced its intention to take any of the foregoing actions, with respect to the sale of 20% or more (in voting power) of the voting securities of the Company or of 20% or more (in fair market value) of the assets of the Company and its Subsidiaries, on a consolidated basis, however such transaction may be effected; or (d) any person (other than Acquiror or any of its affiliates), shall have commenced (as such term is defined in Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or shall have filed a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to a tender or exchange offer for securities representing 35% or more of the voting power of the Company; or the acquisition, by any person or group (as defined in Section 13(d) of the Exchange Act), other than Acquiror or any of its affiliates, of beneficial ownership of (as defined in the Rule 13d-3 under the Exchange Act), or the right to acquire beneficial ownership of, securities representing 35% or more of the voting power of the Company;

Purchase Events. Acquiror may exercise the Option only if one or more of the following events has occurred: (a) the Board of Directors of the Company or any committee thereof shall have withdrawn or modified its approval or recommendation of the Merger or the Merger Agreement in any manner adverse to Acquiror, or approved or recommended any Acquisition Proposal (as defined in the Merger Agreement), or shall have adopted a resolution to take any of the foregoing actions; (i) the approval of the Merger Agreement by the stockholders of the Company shall have not been obtained by reason of the failure to obtain the required vote at the Stockholders' Meeting (as defined in the Merger Agreement) and (ii) at the time of such negative vote there shall be pending an Acquisition Proposal (as defined in the Merger Agreement); (c) the Company or any of its Subsidiaries shall have entered into any agreement with any person (other than Acquiror or any of its affiliates), the Board of Directors of such entity shall have approved, recommended or resolved to enter into an agreement with any person, or the Company shall have publicly announced its intention to take any of the foregoing actions, with respect to the sale of 20% or more (in voting power) of the voting securities of the Company or of 20% or more (in fair market value) of the assets of the Company and its Subsidiaries, on a consolidated basis, however such transaction may be effected; or (d) any person (other than Acquiror or any of its affiliates), shall have commenced (as such term is defined in Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or shall have filed a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to a tender or exchange offer for securities representing 35% or more of the voting power of the Company; or the acquisition, by any person or group (as defined in Section 13(d) of the Exchange Act), other than Acquiror or any of its affiliates, of beneficial ownership of (as defined in the Rule 13d-3 under the Exchange Act), or the right t to acquire beneficial ownership of, securities representing 35% or more of the voting power of the Company;