Termination for Superior Offer Sample Clauses

Termination for Superior Offer. If the Corporation properly terminates this Agreement pursuant to Section 11.1(a)(iii)(B) or 11.1(a)(iv) hereof due to the acceptance by the Corporation of a Superior Offer, or if the Corporation consummates a transaction pursuant to Superior Offer (any such transaction arising from a Superior Offer being referred to herein as a "Superior Transaction") within six months of its terminating this Agreement pursuant to Sections 11.1(a)(iii)(B) or 11.1(a)(iv) hereof, the Corporation shall pay to the Purchaser ten percent (10%) of the proceeds of the Superior Transaction to the Purchaser at the time of closing of the Superior Transaction from the proceeds of the Superior Transaction.

Termination for Superior Offer in order to accept a Superior Offer and substantially concurrently with such termination enter into a binding written definitive acquisition agreement providing for the consummation of a transaction constituting a Superior Offer (a “Specified Agreement”), if (A) the Company Board has determined that an Acquisition Proposal constitutes a Superior Offer in accordance with Section 6.4, (B) the Company has complied in all material respects with its covenants and obligations under Section 6.3 (No Solicitation) and Section 6.4(b)(i) (Company Board Recommendation), and (C) the Company, prior to or concurrently with such termination, pays to Parent the Company Termination Fee;