Common use of Superior Proposals Clause in Contracts

Superior Proposals. Notwithstanding anything to the contrary contained in Section 4.2(a), in the event that Apogent or Fxxxxx, as the case may be, receives an unsolicited, bona fide written Alternative Transaction Proposal which is determined (in accordance with Section 8.3(p)) to be, or is reasonably likely to be, a Superior Proposal (as defined in Section 8.3(p)), it may then take the following actions (but only (1) if and to the extent that (y) its Board of Directors concludes in good faith, after consultation with its outside legal counsel, that the failure to do so is reasonably likely to result in a breach of its fiduciary obligations to its shareholders or stockholders, as applicable, under Applicable Laws, and (z) Apogent or Fxxxxx, as the case may be, has given the other party at least two business days prior written notice of its intention to take any of the following actions and of the identity of the Person or group of Persons making such Alternative Transaction Proposal and the material terms and conditions of such Alternative Transaction Proposal and (2) if it shall not have breached in any material respect any of the provisions of this Section 4.2): (i) Furnish nonpublic information to the Person or group of Persons making such Superior Proposal, provided that (A) prior to furnishing any such nonpublic information, it receives from such Person or group of Persons an executed confidentiality and standstill agreement containing terms at least as restrictive as the terms contained in the Confidentiality Agreement, dated as of March 3, 2004, between Fxxxxx and Apogent (the “CDA”) and (B) contemporaneously with furnishing any such nonpublic information to such Person or group of Persons, it furnishes such nonpublic information to the other party hereto (to the extent such nonpublic information has not been previously so furnished to such party); and (ii) Engage in discussions or negotiations with such Person or group of Persons with respect to such Superior Proposal.

Superior Proposals. Notwithstanding anything to the contrary contained in Section 4.2(a), in the event that Apogent or Fxxxxx, as the case may be, Lumera receives an unsolicited, bona fide written Alternative Transaction Proposal which that is determined (in accordance with Section 8.3(p8.3(z)) to be, or is reasonably likely to be, a Superior Proposal (as defined in Section 8.3(p8.3(z)), it may then take the following actions (but only (1) if and to the extent that (y) its Board of Directors concludes in good faith, after consultation with its outside legal counsel, that the failure to do so is reasonably likely to result in a breach of its fiduciary obligations to its shareholders or stockholders, as applicable, stockholders under Applicable Laws, and (z) Apogent or Fxxxxx, as the case may be, Lumera has given the other party GigOptix at least two business days prior written notice of its intention to take any of the following actions and of the identity of the Person or group of Persons making such Alternative Transaction Proposal and the material terms and conditions of such Alternative Transaction Proposal and (2) if it shall not have breached in any material respect any of the provisions of this Section 4.2): (i) Furnish nonpublic information to the Person or group of Persons making such Superior Proposal, provided that (A) prior to furnishing any such nonpublic information, it receives from such Person or group of Persons an executed confidentiality and standstill agreement containing terms at least as restrictive as the terms contained in the Confidentiality Agreement, dated as of March 3[_________, 20042008], between Fxxxxx GigOptix and Apogent Lumera (the “CDA”) and (B) contemporaneously with furnishing any such nonpublic information to such Person or group of Persons, it furnishes such nonpublic information to the other party hereto (to the extent such nonpublic information has not been previously so furnished to such party); and (ii) Engage in discussions or negotiations with such Person or group of Persons with respect to such Superior Proposal.

Superior Proposals. Notwithstanding anything to the contrary contained in Section 4.2(a5.2(a), in the event that Apogent CDT or FxxxxxBelden, as the case may be, receives an unsolicited, bona fide written Alternative Transaction Alternaxxxx Xransaction Proposal which is determined (in accordance with Section 8.3(p9.3(p)) to be, or is to be reasonably likely to belead to, a Superior Proposal (as defined in Section 8.3(p9.3(p)), it may then take the following actions (but only (1) if and to the extent that (yx) its Board of Directors concludes in good faith, after consultation with receipt of advice of its outside legal counsel, that the failure to do so is could reasonably likely to result in a breach of its fiduciary obligations to its shareholders or stockholders, as applicable, stockholders under Applicable LawsLaw, and (zy) Apogent CDT or FxxxxxBelden, as the case may be, has given the other party at least two three (3) business days days' prior written notice of its intention to take any of the following actions and of the identity of the Person or group of Persons making such Alternative Transaction Superior Proposal and the material terms and conditions of such Alternative Transaction Superior Proposal and (2) if it shall not have breached in any material respect any of the provisions of this Section 4.25.2): (i) Furnish nonpublic information to the Person or group of Persons making such Superior Proposal, provided that (A) prior to furnishing any such nonpublic information, it receives from such Person or group of Persons an executed confidentiality and standstill agreement containing terms at least as restrictive as the terms contained in the Confidentiality Agreement, dated as of March 3October 28, 20042003, between Fxxxxx Belden and Apogent CDT (the “"CDA”") and (B) contemporaneously with furnishing furxxxxxxg any such nonpublic information to such Person or group of Personsgroup, it furnishes such nonpublic information to the other party hereto (to the extent such nonpublic information has not been previously so furnished to such party); and (ii) Engage in discussions or negotiations with such Person or group of Persons with respect to such Superior Proposal.

Superior Proposals. Notwithstanding anything to the contrary contained in Section 4.2(a), in the event that Apogent Biogen or FxxxxxIDEC, as the case may be, receives an unsolicited, bona fide written Alternative Transaction Proposal which is determined (in accordance with Section 8.3(p8.3(q)) to be, or is reasonably likely to be, be a Superior Proposal (as defined in Section 8.3(p8.3(q)), it may then take the following actions (but only (1) if and to the extent that (yx) its Board of Directors concludes in good faith, after consultation with receipt of advice of its outside legal counsel, that the failure to do so is reasonably likely to result in a breach of its fiduciary obligations to its shareholders or stockholders, as applicable, stockholders under Applicable LawsLaw, and (zy) Apogent Biogen or FxxxxxIDEC, as the case may be, has given the other party at least two one business days day prior written notice of its intention to take any of the following actions and of the identity of the Person or group of Persons making such Alternative Transaction Superior Proposal and the material terms and conditions of such Alternative Transaction Superior Proposal and (2) if it shall not have breached in any material respect any of the provisions of this Section 4.2): (i) Furnish nonpublic information to the Person or group of Persons making such Superior Proposal, provided that (A) prior to furnishing any such nonpublic information, it receives from such Person or group of Persons an executed confidentiality and standstill agreement containing terms at least as restrictive as the terms contained in the Confidentiality Agreement, dated as of March 3February 11, 20042003, between Fxxxxx IDEC and Apogent Biogen (the “"CDA”") and (B) contemporaneously with furnishing any such nonpublic information to such Person or group of Personsgroup, it furnishes such nonpublic information to the other party hereto (to the extent such nonpublic information has not been previously so furnished to such party); and (ii) Engage in discussions or negotiations with such Person or group of Persons with respect to such Superior Proposal.

Superior Proposals. Notwithstanding anything to the contrary contained in Section 4.2(a5.2(a), in the event that Apogent CDT or FxxxxxXxxxxx, as the case may be, receives an unsolicited, bona fide written Alternative Transaction Proposal which is determined (in accordance with Section 8.3(p9.3(p)) to be, or is to be reasonably likely to belead to, a Superior Proposal (as defined in Section 8.3(p9.3(p)), it may then take the following actions (but only (1) if and to the extent that (yx) its Board of Directors concludes in good faith, after consultation with receipt of advice of its outside legal counsel, that the failure to do so is could reasonably likely to result in a breach of its fiduciary obligations to its shareholders or stockholders, as applicable, stockholders under Applicable LawsLaw, and (zy) Apogent CDT or FxxxxxBelden, as the case may be, has given the other party at least two three (3) business days days' prior written notice of its intention to take any of the following actions and of the identity of the Person or group of Persons making such Alternative Transaction Superior Proposal and the material terms and conditions of such Alternative Transaction Superior Proposal and (2) if it shall not have breached in any material respect any of the provisions of this Section 4.25.2): (i) Furnish nonpublic information to the Person or group of Persons making such Superior Proposal, provided that (A) prior to furnishing any such nonpublic information, it receives from such Person or group of Persons an executed confidentiality and standstill agreement containing terms at least as restrictive as the terms contained in the Confidentiality Agreement, dated as of March 3October 28, 20042003, between Fxxxxx Xxxxxx and Apogent CDT (the “"CDA”") and (B) contemporaneously with furnishing any such nonpublic information to such Person or group of Personsgroup, it furnishes such nonpublic information to the other party hereto (to the extent such nonpublic information has not been previously so furnished to such party); and (ii) Engage in discussions or negotiations with such Person or group of Persons with respect to such Superior Proposal.

Superior Proposals. Notwithstanding anything to the contrary contained in Section 4.2(a), in the event that Apogent US LEC or FxxxxxPAETEC, as the case may be, receives an unsolicited, bona fide written Alternative Transaction Proposal which that is determined (in accordance with Section 8.3(p8.3(t)) to be, or is reasonably likely to be, a Superior Proposal (as defined in Section 8.3(p8.3(t)), it may then take the following actions (but only (1) if and to the extent that (y) its Board of Directors concludes in good faith, after consultation with its outside legal counsel, that the failure to do so is reasonably likely to result in a breach of its fiduciary obligations to its shareholders or stockholders, as applicable, stockholders under Applicable Laws, and (z) Apogent US LEC or FxxxxxPAETEC, as the case may be, has given the other party at least two business days prior written notice of its intention to take any of the following actions and of the identity of the Person or group of Persons making such Alternative Transaction Proposal and the material terms and conditions of such Alternative Transaction Proposal and (2) if it shall not have breached in any material respect any of the provisions of this Section 4.2): (i) Furnish nonpublic information to the Person or group of Persons making such Superior Proposal, provided that (A) prior to furnishing any such nonpublic information, it receives from such Person or group of Persons an executed confidentiality and standstill agreement containing terms at least as restrictive as the terms contained in the Confidentiality Agreement, dated as of March 3June 23, 20042006, between Fxxxxx US LEC and Apogent PAETEC (the “CDA”“) and (B) contemporaneously with furnishing any such nonpublic information to such Person or group of Persons, it furnishes such nonpublic information to the other party hereto (to the extent such nonpublic information has not been previously so furnished to such party); and (ii) Engage in discussions or negotiations with such Person or group of Persons with respect to such Superior Proposal.

Superior Proposals. Notwithstanding anything to the contrary contained in Section 4.2(a), in the event that Apogent or FxxxxxXxxxxx, as the case may be, receives an unsolicited, bona fide written Alternative Transaction Proposal which is determined (in accordance with Section 8.3(p)) to be, or is reasonably likely to be, a Superior Proposal (as defined in Section 8.3(p)), it may then take the following actions (but only (1) if and to the extent that (y) its Board of Directors concludes in good faith, after consultation with its outside legal counsel, that the failure to do so is reasonably likely to result in a breach of its fiduciary obligations to its shareholders or stockholders, as applicable, under Applicable Laws, and (z) Apogent or FxxxxxXxxxxx, as the case may be, has given the other party at least two business days prior written notice of its intention to take any of the following actions and of the identity of the Person or group of Persons making such Alternative Transaction Proposal and the material terms and conditions of such Alternative Transaction Proposal and (2) if it shall not have breached in any material respect any of the provisions of this Section 4.2): (i) Furnish nonpublic information to the Person or group of Persons making such Superior Proposal, provided that (A) prior to furnishing any such nonpublic information, it receives from such Person or group of Persons an executed confidentiality and standstill agreement containing terms at least as restrictive as the terms contained in the Confidentiality Agreement, dated as of March 3, 2004, between Fxxxxx Xxxxxx and Apogent (the “"CDA”") and (B) contemporaneously with furnishing any such nonpublic information to such Person or group of Persons, it furnishes such nonpublic information to the other party hereto (to the extent such nonpublic information has not been previously so furnished to such party); and (ii) Engage in discussions or negotiations with such Person or group of Persons with respect to such Superior Proposal.

Superior Proposals. Notwithstanding anything to the contrary contained in Section 4.2(a), in the event that Apogent Biogen or FxxxxxIDEC, as the case may be, receives an unsolicited, bona fide written Alternative Transaction Proposal which is determined (in accordance with Section 8.3(p8.3(q)) to be, or is reasonably likely to be, be a Superior Proposal (as defined in Section 8.3(p8.3(q)), it may then take the following actions (but only (1) if and to the extent that (yx) its Board of Directors concludes in good faith, after consultation with receipt of advice of its outside legal counsel, that the failure to do so is reasonably likely to result in a breach of its fiduciary obligations to its shareholders or stockholders, as applicable, stockholders under Applicable LawsLaw, and (zy) Apogent Biogen or FxxxxxIDEC, as the case may be, has given the other party at least two one business days day prior written notice of its intention to take any of the following actions and of the identity of the Person or group of Persons making such Alternative Transaction Superior Proposal and the material terms and conditions of such Alternative Transaction Superior Proposal and (2) if it shall not have breached in any material respect any of the provisions of this Section 4.2): (i) Furnish nonpublic information to the Person or group of Persons making such Superior Proposal, provided that (A) prior to furnishing any such nonpublic information, it receives from such Person or group of Persons an executed confidentiality and standstill agreement containing terms at least as restrictive as the terms contained in the Confidentiality Agreement, dated as of March 3February 11, 20042003, between Fxxxxx IDEC and Apogent Biogen (the “CDA”) and (B) contemporaneously with furnishing any such nonpublic information to such Person or group of Personsgroup, it furnishes such nonpublic information to the other party hereto (to the extent such nonpublic information has not been previously so furnished to such party); and (ii) Engage in discussions or negotiations with such Person or group of Persons with respect to such Superior Proposal.