Superior Proposal procedures Clause Samples

Superior Proposal procedures. (a) Notwithstanding clause 13.4, Anatolia or the Anatolia Board may: (i) authorise, enter into or consummate any letter of intent, memorandum of understanding or other agreement, arrangement or understanding (other than a confidentiality agreement contemplated by clause 13.4(b)(i)) with respect to an Acquisition Proposal; (ii) effect a Change of Recommendation with respect to any Acquisition Proposal (other than an Acquisition Proposal resulting from a breach of clause 13.1 or 13.2); or (iii) terminate this agreement, if and only if: (iv) Anatolia has complied with its obligations under this clause 13; (v) the Anatolia Board determines, in good faith and acting reasonably after consultation with its external legal and financial advisers, that such Acquisition Proposal constitutes a Superior Proposal; (vi) the Anatolia Board determines in good faith acting reasonably after consulting with its external legal and financial advisers that failing to take such action with respect to such Acquisition Proposal would be likely to constitute a breach of the Anatolia Board's fiduciary or statutory duties under applicable Law; (vii) the Anatolia Board provides URI at least five Business Days’ prior written notice (a Superior Proposal Notice) of such determinations and its intention to take such action, which notice will include: (A) the material terms of such Acquisition Proposal including the consideration being offered; (B) upon receipt of a written request by ▇▇▇, the identity of the Person(s) involved in such Acquisition Proposal; and (C) any other details reasonably requested by URI; (viii) the Anatolia Board provides URI at all times during such five Business Day period (Match Period) with the right to make a URI Counterproposal with respect to such Superior Proposal in accordance with clause 13.5(b); and (ix) the Anatolia Board determines, in good faith acting reasonably after consultation with its external legal and financial advisers and taking into account any URI Counterproposal, that: (A) such Acquisition Proposal continues to constitute a Superior Proposal at the end of the Match Period; and (B) failing to take such action would be likely to constitute a breach of the Anatolia Board’s fiduciary or statutory duties under applicable Law. (b) If Anatolia gives a Superior Proposal Notice, URI will have the right, but not the obligation, at any time until the expiration of five Business Days following receipt of such Superior Proposal Notice, to make one or mo...