Target Payments. (i) If (x) the Board of Directors of Target shall have withheld, withdrawn or modified in a manner adverse to Acquiror its recommendation in favor of adoption and approval of this Agreement and approval of the Merger, and at that time there shall not have occurred a Material Adverse Effect on Acquiror, (y) the Board of Directors of Target recommends a Target Superior Proposal to the stockholders of Target, or (z) Target fails to hold the Target Stockholders Meeting as required by this Agreement by September 30, 1997, Target shall pay to Acquiror an amount equal to $18,000,000 within one business day following the earlier to occur of (A) termination of this Agreement pursuant to Section 7.1(b) or 7.1(e) hereof and (B) a Target Negative Vote (as defined below);
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Pure Atria Corp), Agreement and Plan of Reorganization (Rational Software Corp), Agreement and Plan of Reorganization (Rational Software Corp)
