Common use of Fiduciary Duties of Parent Clause in Contracts

Fiduciary Duties of Parent. Notwithstanding anything to the contrary in this Agreement, Parent or its directors or officers (in such person’s capacity as a director or officer) may, upon prior delivery of a Termination Right Trigger Event Notice in accordance with Section 11.07(a) to the Consenting Stakeholders and the Shareholders, terminate this Agreement, if and solely to the extent that Parent’s board of directors reasonably determines, after receipt of a written legal opinion from counsel to Parent, that the failure to terminate this Agreement would necessarily violate such person’s fiduciary duties under applicable law; provided that Parent complies with each of the following:

Fiduciary Duties of Parent. Notwithstanding anything to the contrary in this Agreement, Parent or its directors or officers (in such person’s capacity as a director or officer) may, upon prior delivery of a Termination Right Trigger Event Notice in accordance with Section 11.07(a) to the Consenting Stakeholders and the Shareholders, terminate this Agreement, if and solely to the extent that Parent’s board of directors reasonably determines, after receipt of a written legal opinion from counsel to Parent, that the failure to terminate this Agreement would necessarily violate such person’s fiduciary duties under applicable law; provided that Parent complies with each of the following:following:‌

Fiduciary Duties of Parent. Notwithstanding anything to the contrary in this Agreement, Parent or its directors or officers (in such person’s capacity as a director or officer) may, upon prior delivery of a Termination Right Trigger Event Notice in accordance with Section 11.07(a) to the Consenting Stakeholders and the Shareholders, terminate this Agreement, if and solely to the extent that Parent’s board of directors reasonably determines, after receipt of a written PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT legal opinion from counsel to Parent, that the failure to terminate this Agreement would necessarily violate such person’s fiduciary duties under applicable law; provided that Parent complies with each of the following: