Company Superior Proposal. 50 Company Takeover Proposal.............................................50
Company Superior Proposal. Notwithstanding Section 6.02(a), prior to the receipt of the Requisite Company Vote, the Company directly or indirectly through any Representative, may, subject to Section 6.02(c): (i) participate in negotiations or discussions with any Third Party that has made (and not withdrawn) a bona fide Company Takeover Proposal that did not arise from a breach of the obligations set forth in Section 6.02(a) in writing that the Company Board believes in good faith, after consultation with outside legal counsel and the Company Financial Advisor constitutes or would reasonably be expected to lead to a Company Superior Proposal; (ii) thereafter furnish to such Third Party non-public information relating to the Company or its Subsidiaries pursuant to an executed confidentiality agreement that constitutes an Acceptable Confidentiality Agreement (a copy of which confidentiality agreement shall be promptly (in all events within twenty-four (24) hours) provided for informational purposes to Parent); provided that such non-public information relating to the Company or its Subsidiaries was previously made available to, or is concurrently made available to, Parent; (iii) following receipt of and on account of a Company Superior Proposal, make a Company Adverse Recommendation Change; and/or (iv) take any action that any court of competent jurisdiction orders the Company to take (which order remains unstayed), but in each case referred to in the foregoing clauses (ii) through (iv), only if the Company Board determines in good faith, after consultation with outside legal counsel, that the failure to take such action would be inconsistent with the Company Board’s fiduciary duties under applicable Law. Nothing contained herein shall prevent the Company Board from disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act with regard to a Company Takeover Proposal, if the Company determines, after consultation with outside legal counsel, that the disclosure of such position is required by applicable Law. Without limiting the generality of the foregoing, it is understood that any breach of the restrictions set forth in this Section 6.02(b) by any director or officer of the Company or any of its Subsidiaries or by any other Representative of the Company acting at the Company’s direction shall be deemed to constitute a breach of this Section 6.02(b) by the Company.
Company Superior Proposal ss.6.04(a)(iii)(A) Company Systems.......................................................ss.3.12(c) Company Voting Agreement................................................
Company Superior Proposal. 51 ComReg........................................................................28
Company Superior Proposal. Section 6.3(a) Company Termination Fee................................................................Section 8.5(b) Company Warrant........................................................................Section 4.1(d) Confidentiality Agreement.................................................................Section 6.7 DGCL......................................................................................Section 1.1
Company Superior Proposal. Section 6.3(a) Confidentiality Agreement...........................................Section 6.7 DGCL................................................................Section 1.1
Company Superior Proposal. 39 Company Takeover Proposal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Company Superior Proposal. 5.3(k)(iv) Appraisal Shares ........................................... 2.1(d) Company Superior Proposal Notice Associated Persons ..................................... 3.22(a) Period .............................................................5.3(f) Available Financing .................................... 5.18(a) Company User Data ........................... 3.18(m)(viii) BD Regulatory Filings .................................... 3.22
Company Superior Proposal. Section 5.2
Company Superior Proposal. 6.3(b) Company Transaction Costs. . . 6.19
