Common use of Termination by Company for Superior Proposal Clause in Contracts

Termination by Company for Superior Proposal. Subject to Section 11.6(b)(ii), if prior to the No-Shop Start Date Company receives a Proposal that the Transaction Committee (the “Transaction Committee”) of the Company Board and the Company Board determines is a Superior Proposal, and after complying with Section 11 of this Agreement, the Transaction Committee and Company Board again determines at the end of the Match Period that such Proposal constitutes a Superior Proposal, and Company is not in material breach of Section 11.6, then within *** after the end of the Match Period, Company may terminate this Agreement concurrently with paying the amount required by Section 14.4(c)(v) upon entering into the definitive agreement providing for the Superior Proposal (provided that if such termination upon entering into such definitive agreement occurs on a day that is not a Business Day, Company is permitted to pay the amount required by Section 14.4(c)(v) on the first succeeding Business Day). For the avoidance of doubt, if Company does not exercise its termination right under this Section 14.3(b) within *** after the end of the Match Period, Company shall no longer be permitted to terminate this Agreement pursuant to this Section 14.3(b).

Termination by Company for Superior Proposal. Subject to Section 11.6(b)(ii), if prior to the No-Shop Start Date Company receives a Proposal that the Transaction Committee (the “Transaction Committee”) of the Company Board and the Company Board determines is a Superior Proposal, and after complying with Section 11 of this Agreement, the [*] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. Transaction Committee and Company Board again determines at the end of the Match Period that such Proposal constitutes a Superior Proposal, and Company is not in material breach of Section 11.6, then within [*** ] after the end of the Match Period, Company may terminate this Agreement concurrently with paying the amount required by Section 14.4(c)(v) upon entering into the definitive agreement providing for the Superior Proposal (provided that if such termination upon entering into such definitive agreement occurs on a day that is not a Business Day, Company is permitted to pay the amount required by Section 14.4(c)(v) on the first succeeding Business Day). For the avoidance of doubt, if Company does not exercise its termination right under this Section 14.3(b) within [*** ] after the end of the Match Period, Company shall no longer be permitted to terminate this Agreement pursuant to this Section 14.3(b).

Termination by Company for Superior Proposal. Subject to Section 11.6(b)(ii), if prior to the No-Shop Start Date Company receives a Proposal that the Transaction Committee (the “Transaction Committee”) of the Company Board and the Company Board determines is a Superior Proposal, and after complying with Section 11 of this Agreement, the Transaction Committee and Company Board again determines at the end of the Match Period that such Proposal constitutes a Superior Proposal, and Company is not in material breach of Section 11.6, then within **[ * ] after the end of the Match Period, Company may terminate this Agreement concurrently with paying the amount required by Section 14.4(c)(v) upon entering into the definitive agreement providing for the Superior Proposal (provided that if such termination upon entering into such definitive agreement occurs on a day that is not a Business Day, Company is permitted to pay the amount required by Section 14.4(c)(v) on the first succeeding Business Day). For the avoidance of doubt, if Company does not exercise its termination right under this Section 14.3(b) within **[ * ] after the end of the Match Period, Company shall no longer be permitted to terminate this Agreement pursuant to this Section 14.3(b).