Common use of Superior Company Proposal Clause in Contracts

Superior Company Proposal. Notwithstanding anything to the contrary contained in Section 5.3(a) or elsewhere in this Agreement, if, following the date of this Agreement and prior to obtaining the Company Stockholder Approval, the Company receives a bona fide written Alternative Company Transaction Proposal which did not result from a breach of this Section 5.3, upon a good faith determination by the Company Board (after consultation with its outside legal counsel and financial advisor) (i) that such Alternative Company Transaction Proposal constitutes, or is reasonably expected to lead to, a Superior Company Proposal and (ii) that failure to take such action would be inconsistent with its fiduciary duties under applicable Law, and subject to compliance with Section 5.3(c), the Company and its Representatives may then take the following actions:

Superior Company Proposal. Notwithstanding anything to the contrary contained in Section 5.3(a5.2(a) or elsewhere in this Agreement, if, following in the event that the Company receives after the date of this Agreement and prior to obtaining the Company Stockholder ApprovalApprovals, the Company receives a bona fide written Alternative Company Transaction Proposal which did not result from a breach of this Section 5.3, upon a 5.2 and which the Board of Directors of the Company determines in good faith determination by the Company Board (after consultation with its outside legal counsel and a financial advisor) (i) that such Alternative Company Transaction Proposal constitutesto be, or is to be reasonably expected to lead to, a Superior Company Proposal Proposal, and (ii) that failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law, and subject to compliance with Section 5.3(c), the Company and its Representatives may then take the following actions:

Superior Company Proposal. Notwithstanding anything to the contrary contained in Section 5.3(a‎Section 5.2(a) or elsewhere in this Agreement, if, following in the event that the Company receives after the date of this Agreement and prior to obtaining the Company Stockholder ApprovalApprovals, the Company receives a bona fide written Alternative Company Transaction Proposal which did not result from a breach of this Section 5.3, upon a ‎Section 5.2 and which the Board of Directors of the Company determines in good faith determination by the Company Board (after consultation with its outside legal counsel and a financial advisor) (i) that such Alternative Company Transaction Proposal constitutesto be, or is to be reasonably expected to lead to, a Superior Company Proposal Proposal, and (ii) that failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law, and subject to compliance with Section 5.3(c), the Company and its Representatives may then take the following actions: