Common use of Certain Actions Prior to Termination Clause in Contracts

Certain Actions Prior to Termination. The Company shall provide to Parent the written notice required by Section 5.7(b) prior to any termination of this Agreement pursuant to Section 7.1(e)(iii) advising Parent that the Board of Directors of the Company has received a Superior Proposal. At any time after the third business day following such notice, the Company may terminate this Agreement as provided in Section 7.1(e)(iii) only if (i) the Board of Directors of the Company determines that such Superior Proposal remains more favorable and provides greater value to the Company's stockholders than this Agreement and the Merger (which determination shall be made in light of any revised proposal made by Parent prior to the expiration of such three-business day period) and (ii) the termination fee contemplated by Section 7.4(a) shall have been paid to the Parent.

Certain Actions Prior to Termination. The Company shall provide ------------------------------------ to Parent the written notice required by Section 5.7(b) prior to any termination of this Agreement pursuant to Section 7.1(e)(iii) advising Parent that the Board of Directors of the Company has received a Superior Proposal. At any time after the third business day following such notice, the Company may terminate termi nate this Agreement as provided in Section 7.1(e)(iii) only if (i) the Board of Directors of the Company determines that such Superior Proposal remains more favorable and provides greater value to the Company's stockholders than this Agreement and the Merger (which determination shall be made in light of any revised proposal made by Parent prior to the expiration of such three-business day period) and (ii) the termination fee contemplated by Section 7.4(a) shall have been paid to the Parent.