Common use of Special Committee Clause in Contracts

Special Committee. Notwithstanding anything to the contrary set forth in this Agreement, until the Closing, (a) the Company may take the following actions only with the prior approval of the Special Committee: (i) amending, restating, modifying or otherwise changing any provision of this Agreement; (ii) waiving any right under this Agreement or extending the time for the performance of any obligation of the Company hereunder; (iii) terminating this Agreement; (iv) taking any action under this Agreement that expressly requires the approval of the Special Committee; (v) making any decision or determination, or taking any action under or with respect to this Agreement or the transactions contemplated hereby that would reasonably be expected to be, or is required to be, approved, authorized, ratified or adopted by the Company Board; (vi) granting any approval or consent for, or agreement to, any item for which the approval, consent or agreement of the Company is required under this Agreement; and (vii) agreeing to do any of the foregoing, and (b) no decision or determination shall be made, or action taken, by the Company or the Company Board (including effecting a Change of Recommendation) under or with respect to this Agreement or the transactions contemplated hereby without first obtaining the approval of the Special Committee. For the avoidance of doubt, any requirement of the Company or the Company Board to obtain the approval of the Special Committee pursuant to this Section 8.13 shall not, and shall not be deemed to, modify or otherwise affect any rights of the Company, or any obligations of the Company or the Special Committee to Parent or Merger Sub set forth in this Agreement.

Special Committee. Notwithstanding anything to the contrary set forth in this Agreement, until the ClosingEffective Time, (ai) the Company may take the following actions only with the prior approval of the Special Committee: (ia) amending, restating, modifying or otherwise changing any provision of this Agreement; (iib) waiving any right under this Agreement or extending the time for the performance of any obligation of the Company Parent, Merger Sub or Merger Sub II hereunder; (iiic) terminating this Agreement; (ivd) taking any action under this Agreement that expressly requires the approval of the Special Committee; (ve) making any decision or determination, or taking any action under or with respect to this Agreement or the transactions contemplated hereby that would reasonably be expected to be, or is required to be, approved, authorized, ratified or adopted by the Company Board; (vif) granting any approval or consent for, or agreement to, any item for which the approval, consent or agreement of the Company is required under this Agreement; and (viig) agreeing to do any of the foregoing, foregoing and (bii) no decision or determination shall be made, or action taken, by the Company or the Company Board (including effecting a Change of Company Recommendation) under or with respect to this Agreement or the transactions contemplated hereby without first obtaining the approval of the Special Committee. For the avoidance of doubt, any requirement of the Company or the Company Board to obtain the approval of the Special Committee pursuant to this Section 8.13 10.14 shall not, and shall not be deemed to, modify or otherwise affect any rights of the CompanyParent, Merger Sub or Merger Sub II, or any obligations of the Company or Company, the Special Committee or the Company Board to Parent Parent, Merger Sub or Merger Sub II, set forth in this Agreement.

Special Committee. Notwithstanding anything to the contrary set forth in this AgreementAgreement (but subject to the provisions of this Section 8.16), until the ClosingEffective Time, (a) the Company may take the following actions only with the prior approval or recommendation of the Special Committee: (i) amending, restating, modifying or otherwise changing any provision of this Agreement; (ii) waiving any right under this Agreement or extending the time for the performance of any obligation of the Company hereunderParent or Merger Sub under this Agreement; (iii) terminating this Agreement; (iv) taking any action under this Agreement that expressly requires the approval of the Special Committee; (v) making any decision or determination, or taking any action under or with respect to this Agreement or the transactions contemplated hereby hereby, that would reasonably be expected to be, or is required to be, approved, authorized, ratified or adopted by the Company Board; (vi) granting any approval or consent for, or agreement to, any item for which the approval, consent or agreement of the Company is required under this Agreement; and (vii) agreeing to do any of the foregoing, foregoing and (b) no decision or determination shall be made, or action taken, by the Company or by the Company Board (including effecting a Change of Recommendation) under or with respect to this Agreement or the transactions contemplated hereby Transactions without first obtaining the approval of the Special Committee. For the avoidance of doubt, (A) any requirement of the Company or the Company Board to obtain the approval of the Special Committee pursuant to this Section 8.13 8.16 shall not, and shall not be deemed to, modify or otherwise affect any rights of the Company, or any obligations of the Company or the Special Committee to Parent or Merger Sub set forth in this AgreementAgreement and (B) in no event shall the Special Committee have the right, power or authority to cause the Company to take any action or matter (other than the election of directors) expressly required by the DGCL to be submitted to the Company’s stockholders for approval.

Special Committee. Notwithstanding anything to the contrary set forth in this Agreement, until the ClosingEffective Time, (ai) the Company Parent may take the following actions only with the prior approval of the Special Committee: (ia) amending, restating, modifying or otherwise changing any provision of this Agreement; (iib) waiving any right under this Agreement or extending the time for the performance of any obligation of the Company hereunder; (iiic) terminating this Agreement; (ivd) taking any action under this Agreement that expressly requires the approval of the Special Committee; (ve) making any decision or determination, or taking any action under or with respect to this Agreement or the transactions contemplated hereby that would reasonably be expected to be, or is required to be, approved, authorized, ratified or adopted by the Company Parent Board; (vif) granting any approval or consent for, or agreement to, any item for which the approval, consent or agreement of the Company Parent is required under this Agreement; and (viig) agreeing to do any of the foregoing, foregoing and (bii) no decision or determination shall be made, or action taken, by the Company Parent or the Company Parent Board (including effecting a Change of Parent Recommendation) under or with respect to this Agreement or the transactions contemplated hereby without first obtaining the approval of the Special Committee. For the avoidance of doubt, any requirement of the Company Parent or the Company Parent Board to obtain the approval of the Special Committee pursuant to this Section 8.13 10.15 shall not, and shall not be deemed to, modify or otherwise affect any rights of the Company, or any obligations of the Company or the Special Committee to Parent or Merger Sub set forth in this Agreement.

Special Committee. Notwithstanding anything to the contrary set forth in this AgreementAgreement (but subject to the provisions of this Section 10.12), until the ClosingEffective Time, (a) the Company may take the following actions only with the prior approval of the Special Committee: (i) amending, restating, modifying or otherwise changing any provision of this Agreement; (ii) waiving any right under this Agreement or extending the time for the performance of any obligation of the Company Parent or Merger Sub hereunder; (iii) terminating this Agreement; (iv) taking any action under this Agreement that expressly requires the approval of the Special Committee; (v) making any decision or determination, or taking any action under or with respect to this Agreement or the transactions contemplated hereby that would reasonably be expected to be, or is required to be, approved, authorized, ratified or adopted by the Company Board; (vi) granting any approval or consent for, or agreement to, any item for which the approval, consent or agreement of the Company is required under this Agreement; and (viivi) agreeing to do any of the foregoing, foregoing and (b) no decision or determination shall be made, or action taken, by the Company or by the Company Board (including effecting a Change of Recommendation) under or with respect to this Agreement or the transactions contemplated hereby without first obtaining the approval of the Special Committee. For the avoidance of doubt, (A) any requirement of the Company or the Company Board to obtain the approval of the Special Committee pursuant to this Section 8.13 10.12 shall not, and shall not be deemed to, modify or otherwise affect any rights of the Company, or any obligations of the Company or the Special Committee to Parent or Merger Sub set forth in this Agreement and (B) in no event shall the Special Committee have the right, power or authority to cause the Company or the Company Board to accept any Superior Proposal or enter into any Alternative Acquisition Agreement.