Common use of Certain Actions Prior to Termination Clause in Contracts

Certain Actions Prior to Termination. (a) Parent shall provide to the Company the written notice required by Section 7.3(b) prior to any termination of this Agreement pursuant to Section 9.1(e)(v) advising the Company that the Board of Directors of Parent has received a Superior Proposal. At any time after the fourth business day following such notice, Parent may terminate this Agreement as provided in Section 9.1(e)(v) only if (i) the Board of Directors of Parent determines that such Superior Proposal remains more favorable to its stockholders than the transactions contemplated by this Agreement (which determination shall be made in light of any revised proposal made by the Company prior to the expiration of such four-business day period) and (ii) the termination fee contemplated by Section 9.4(b) shall have been paid to the Company. (b) The Company shall provide to Parent the written notice required by Section 7.3(b) prior to any termination of this Agreement pursuant to Section 9.1(f)(v) advising Parent that the Board of Directors of the Company has received a Superior Proposal. At any time after the fourth business day following such notice, the Company may terminate this Agreement as provided in Section 9.1(f)(v) only if (i) the Board of Directors of the Company determines that such Superior Proposal remains more favorable to its stockholders than the transactions contemplated by this Agreement (which determination shall be made in light of any revised proposal made by Parent prior to the expiration of such four-business day period) and (ii) the termination fee contemplated by Section 9.4(a) shall have been paid to Parent.

Certain Actions Prior to Termination. (a) Parent shall provide to the Company the written notice required by Section 7.3(b) prior to any termination of this Agreement pursuant to Section 9.1(e)(v) advising the Company that the Board of Directors of Parent has received a Superior Proposal. At any time after the fourth business day following such notice, Parent may terminate this Agreement as provided in in Section 9.1(e)(v9.1 (e)(v) only if (i) the Board of Directors of Parent determines that such Superior Proposal remains more favorable to its stockholders than the transactions contemplated by this Agreement (which determination shall be made in light of any revised proposal made by the Company prior to the expiration of such four-business day period) and (ii) the termination fee contemplated by Section 9.4(b) shall have been paid to the Company. (b) The Company shall provide to Parent the written notice required by Section 7.3(b) prior to any termination of this Agreement pursuant to Section 9.1(f)(v) advising Parent that the Board of Directors of the Company has received a Superior Proposal. At any time after the fourth business day following such notice, the Company may terminate this Agreement as provided in Section 9.1(f)(v) only if (i) the Board of Directors of the Company determines that such Superior Proposal remains more favorable to its stockholders than the transactions contemplated by this Agreement (which determination shall be made in light of any revised proposal made by Parent prior to the expiration of such four-business day period) and (ii) the termination fee contemplated by Section 9.4(a) shall have been paid to Parent.