Common use of Superior Proposal Clause in Contracts

Superior Proposal. Prior to the receipt of the Required Shareholder Approval, the Board (or any special committee thereof) authorizes Corporation to enter into a definitive written agreement (other than a confidentiality and standstill agreement permitted by and in accordance with Section 5.3) with respect to a Superior Proposal, provided the Superior Proposal did not result from or involve a breach of Article 5, and that prior to or concurrent with such termination Corporation pays the Termination Fee in accordance with Section 8.2.

Superior Proposal. Prior to the receipt of obtaining the Required Shareholder Approval, the Board (or any special committee thereof) authorizes Corporation the Company, in accordance with and subject to the terms and conditions of this Agreement, to enter into a definitive written agreement (other than a confidentiality and standstill agreement permitted by and in accordance with Section 5.3an Acceptable Confidentiality Agreement) with respect to a Superior Proposal, provided that the Superior Proposal did Company is not result from or involve a in breach of Article 5, 5 and that prior to or concurrent with such termination Corporation the Company pays the Termination Fee in accordance with Section 8.2.;

Superior Proposal. Prior to the receipt of obtaining the Required Shareholder Approval, the Board (or any special committee thereofbased upon, amongst other things, the recommendation of the Special Committee) authorizes Corporation the Company, in accordance with and subject to the terms and conditions of this Agreement, to enter into a definitive written agreement (other than a confidentiality and standstill agreement permitted by and in accordance with Section 5.3an Acceptable Confidentiality Agreement) with respect to a Superior Proposal, provided the Superior Proposal did not result from or involve a breach of Article 5, and that prior to or concurrent with such termination Corporation the Company pays the Termination Fee in accordance with Section 8.2.;

Superior Proposal. Prior to the receipt of obtaining the Required Shareholder Approval, the Board (or any special committee thereof) authorizes Corporation the Corporation, in accordance with and subject to the terms and conditions of this Agreement, to enter into a definitive written agreement (other than a confidentiality and standstill agreement permitted by and in accordance with Section 5.3) with respect to a Superior Proposal, provided that the Superior Proposal did Corporation is not result from or involve a in breach of Article 5, 5 and that prior to or concurrent with such termination the Corporation pays the Termination Fee in accordance with Section 8.2.;

Superior Proposal. Prior to the receipt of obtaining the Required Shareholder Approval, the Board (or any special committee thereof) authorizes Corporation the Corporation, in accordance with and subject to the terms and conditions of this Agreement, to enter into a definitive written agreement (other than a confidentiality and standstill agreement permitted by and in accordance with Section 5.3) with respect to a Superior Proposal, provided that the Superior Proposal did not result from or involve a breach of Corporation is then in compliance with Article 5, 5 and that prior to or concurrent with such termination the Corporation pays the Termination Fee in accordance with Section 8.2.;

Superior Proposal. Prior to the receipt of the Required Shareholder Approval, the Board (or any special committee thereof) authorizes Corporation to enter into a definitive written agreement (other than a confidentiality and standstill agreement permitted by and in accordance with Section 5.3) with respect to a Superior Proposal, provided the Superior Proposal did not result from or involve a breach of Corporation is then in compliance in all material respects with Article 5, 5 and that prior to or concurrent with such termination Corporation pays the Termination Fee in accordance with Section 8.2.

Superior Proposal. Prior to the receipt approval by Shareholders of the Required Shareholder ApprovalArrangement Resolution, the Board (or any special committee thereof) authorizes Corporation to enter into a definitive written agreement (other than a confidentiality and standstill agreement permitted by and in accordance with Section 5.3) with respect to a Superior Proposal, provided the Superior Proposal did not result from or involve a breach of Corporation is then in compliance with Article 55 and, and that prior to or concurrent with such termination termination, Corporation pays the Termination Fee in accordance with Section 8.2.; or

Superior Proposal. Prior to the receipt of the Required Shareholder Approval, the Board (or any special committee thereof) of Directors authorizes Corporation the Company to enter into a written definitive written agreement (other than concerning a confidentiality and standstill agreement permitted by and Superior Proposal in accordance and compliance with Section 5.3) with respect to a Superior Proposal, provided the Superior Proposal did not result from or involve a breach of Article 5, and that prior to or concurrent 5.1 (with such agreement being entered into substantially concurrently with the valid termination Corporation of this Agreement); provided that concurrently with such termination, the Company pays the Company Termination Fee in accordance with payable pursuant to Section 8.2.

Superior Proposal. Prior to the receipt of the Required Shareholder Approval, the Board (or any special committee thereof) of Directors authorizes Corporation the Company to enter into a written definitive written agreement (other than concerning a confidentiality and standstill agreement permitted by and Superior Proposal in accordance and compliance with Section 5.3) with respect to a Superior Proposal, provided the Superior Proposal did not result from or involve a breach of Article 5, and that prior to or concurrent ‎Section 5.1 (with such agreement being entered into substantially concurrently with the valid termination Corporation of this Agreement); provided that concurrently with such termination, the Company pays the Company Termination Fee in accordance with Section payable pursuant to ‎Section 8.2.