Common use of Superior Proposal Clause in Contracts

Superior Proposal. By Company if at any time after the date of this Agreement and prior to obtaining the Requisite Company Shareholder Approval, Company receives an Acquisition Proposal; provided, however, that Company shall not terminate this Agreement pursuant to the foregoing clause unless: (i) Company shall have complied in all material respects with Section 5.09 of this Agreement, including the conclusion by the board of directors of Company in good faith that such Acquisition Proposal is a Superior Proposal; (ii) Company concurrently pays the Termination Fee payable pursuant to Section 7.02; and (iii) the board of directors of Company concurrently approves, and Company concurrently enters into, a definitive agreement with respect to such Superior Proposal.

Superior Proposal. By Company if at any time after the date of this Agreement and prior to obtaining the Requisite Company Shareholder Approval, Company receives an Acquisition Proposal; provided, however, that Company shall not terminate this Agreement pursuant to the foregoing clause unless: (i) Company shall have complied in all material respects with Section 5.09 of this Agreement, including the conclusion by the board Board of directors Directors of Company in good faith that such Acquisition Proposal is a Superior Proposal; (ii) Company concurrently pays the Termination Fee payable pursuant to Section 7.02; and (iii) the board Board of directors Directors of Company concurrently approves, and Company concurrently enters into, a definitive agreement with respect to such Superior Proposal.

Superior Proposal. By Company if at any time after the date of this Agreement and prior to obtaining the Requisite Company Shareholder Stockholder Approval, Company receives an Acquisition Proposal; provided, however, that Company shall not terminate this Agreement pursuant to the foregoing clause unless: (i) Company shall have complied in all material respects with Section 5.09 of this Agreement, including the conclusion by the board of directors of Company in good faith that such Acquisition Proposal is a Superior Proposal; (ii) Company concurrently pays the Termination Fee payable pursuant to Section 7.02; and (iii) the board of directors of Company concurrently approves, and Company concurrently enters into, a definitive agreement with respect to such Superior Proposal.

Superior Proposal. By Company if at any time after the date of this Agreement and prior to obtaining the Requisite Company Shareholder Approval, Company receives an Acquisition Proposal; provided, however, that Company shall not terminate this Agreement pursuant to the foregoing clause unless: (i) Company shall have complied in all material respects with Section 5.09 of this Agreement, including the conclusion by the board of directors of Company in good faith that such the Acquisition Proposal is a Superior Proposal; (ii) Company concurrently pays the Termination Fee payable pursuant to Section 7.02; and (iii) the board of directors of Company concurrently approves, and Company concurrently enters into, a definitive agreement with respect to such the Superior Proposal; and (iii) Company concurrently pays the Termination Fee payable pursuant to Section 7.02.

Superior Proposal. By Company if at any time after the date of this Agreement and prior to obtaining the Requisite Company Shareholder Stockholder Approval, Company receives an Acquisition Proposal; provided, however, that Company shall not terminate this Agreement pursuant to the foregoing clause unless: (i) Company shall have complied in all material respects with Section 5.09 of this Agreement, including the conclusion by the board of directors of Company in good faith that such the Acquisition Proposal is a Superior Proposal; (ii) Company concurrently pays the Termination Fee payable pursuant to Section 7.02; and (iii) the board of directors of Company concurrently approves, and Company concurrently enters into, a definitive agreement with respect to such the Superior Proposal; and (iii) Company concurrently pays the Termination Fee payable pursuant to Section 7.02.

Superior Proposal. By the Company if if, at any time after the date of this Agreement and prior to obtaining the Requisite Company Shareholder Approval, the Company receives an Acquisition Proposal; provided, however, that the Company shall not terminate this Agreement pursuant to the foregoing clause unless: (i) the Company shall have complied in all material respects with Section 5.09 of this Agreement, including the conclusion by the board Board of directors Directors of the Company in good faith that such the Acquisition Proposal is a Superior Proposal; (ii) the Board of Directors of the Company concurrently pays the Termination Fee payable pursuant to Section 7.02; and (iii) the board of directors of Company concurrently approves, and the Company concurrently enters into, a definitive agreement with respect to such the Superior Proposal; and (iii) the Company concurrently pays the Company Termination Fee payable pursuant to Section 7.02.

Superior Proposal. By Company if at any time after the date of this Agreement and prior to obtaining the Requisite Company Shareholder Stockholder Approval, Company receives an Acquisition Proposal; provided, however, that Company shall not terminate this Agreement pursuant to the foregoing clause unless: (i) Company shall have complied in all material respects with Section 5.09 of this Agreement, including the conclusion by the board of directors of Company in good faith that such Acquisition Proposal is a Superior Proposal; (ii) Company concurrently pays the Termination Fee payable pursuant to Section 7.02; and (iii) the board of directors of Company concurrently approves, and Company concurrently enters into, a definitive agreement with respect to such Superior Proposal; and (iii) Company concurrently pays the Termination Fee payable pursuant to Section 7.02.