Last Look Clause Samples

Last Look. The Allergan Board and Allergan, as applicable, shall not take any of the actions contemplated by Section 5.3(d) unless prior to taking such action (i) Allergan has notified AbbVie, in writing at least three Business Days before taking such action, that Allergan intends to take such action, which notice attaches, in the case of an Allergan Change of Recommendation pursuant to Section 5.3(d)(A) in response to an Allergan Superior Proposal or the termination of this Agreement pursuant to Section 5.3(d)(B) and Section 9.1(a)(ii)(B), the most current version of each proposed Contract providing for or related to such Allergan Superior Proposal (including any Contract relating to financing or expense reimbursement) and the identity of the Third Party(ies) making the Allergan Superior Proposal or, in the case of an Allergan Intervening Event, a reasonably detailed description of the facts relating to such Allergan Intervening Event, (ii) if requested by AbbVie, during such three Business Day period, Allergan and its Representatives shall have discussed and negotiated in good faith with AbbVie (to the extent that AbbVie desires to so discuss or negotiate) regarding any proposal by AbbVie to amend the terms of this Agreement in response to such Allergan Superior Proposal or other potential Allergan Change of Recommendation and (iii) after such three Business Day period, the Allergan Board determines in good faith, after consultation with a financial advisor of nationally recognized reputation and outside legal counsel and taking into account any proposal by AbbVie to amend the terms of this Agreement, that in the case of any such action in connection with an Allergan Alternative Proposal, such Allergan Alternative Proposal continues to constitute an Allergan Superior Proposal (it being understood and agreed that in the event of any amendment to the financial terms or other material terms of any such Allergan Superior Proposal, a new written notification from Allergan consistent with that described in clause (i) of this Section 5.3(e) shall be required, and a new notice period under clause (i) of this Section 5.3(e) shall commence, during which notice period Allergan shall be required to comply with the requirements of this Section 5.3(e) anew, except that such new notice period shall be for two Business Days (as opposed to three Business Days)). After delivery of such written notice pursuant to this Section 5.3(e), Allergan shall promptly inform AbbVie of all mater...

Last Look. In the event that at any time during the Protection Period for any Protected Asset, the Company or the Acquiror receives a bona fide offer to purchase such Protected Asset (the “Subject Protected Asset”) from any Person (the “Purchaser”), the Company and the Acquiror shall not consummate such sale before first providing the Seller with a right to purchase the Subject Protected Asset for the same price and on the same terms and conditions set forth in such bona fide offer (the “Purchase Option”), on and subject to the following terms and conditions:

Last Look. Neither the Board of Directors nor the Company shall take any of the actions referred to in Section 7.03(b)(ii) unless the Company shall have notified Parent, in writing and at least three Business Days prior to taking such action, of its intention to take such action, specifying, in reasonable detail, the reasons for the Adverse Recommendation Change pursuant to Section 7.03(b)(ii) or termination of this Agreement pursuant to Section 11.01(e), as applicable, and Parent shall not have made, within three Business Days after receipt of such written notification, an offer to amend the terms of this Agreement that the Board of Directors and the Special Committee determine in good faith, after consultation with the Special Committee’s financial advisor, obviates the need to effect the Adverse Recommendation Change or termination of this Agreement.

Last Look. Neither the Board of Directors nor the Company shall take any of the actions referred to in Section 7.03(b)(ii) unless (i) the Company shall have notified Parent, in writing and at least three Business Days prior to taking such action, of its intention to take such action, specifying, in reasonable detail, the reasons for the Adverse Recommendation Change, including, if applicable, the terms and conditions of, and the identity of the Third Party making, any such Superior Proposal and attaching a copy of any proposed agreements for the Superior Proposal (or a description of all material terms and conditions thereof) (it being understood and agreed that the delivery of the notification contemplated by this clause (i) shall not, in and of itself, constitute an Adverse Recommendation Change), (ii) the Company has negotiated, and has caused its Representatives to negotiate, in good faith with Parent during such notice period, to the extent Parent wishes to negotiate, concerning any revisions to the terms of this Agreement proposed by Parent, (iii) following the end of such notice period, the Board of Directors shall have determined, after consultation with its outside legal counsel and financial advisor, and giving due consideration to the revisions to the terms of this Agreement to which Parent has committed in writing, that, in the case of an Acquisition Proposal, such Acquisition Proposal would nevertheless continue to constitute a Superior Proposal (assuming the revisions committed to by Parent were to be given effect), and in any case and that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under Applicable Law, and (iv) in the event of any change to any of the financial terms (including the form, amount and timing of payment of consideration) or any other material terms of such Superior Proposal, if applicable, the Company shall, in each case, have delivered to Parent an additional notice consistent with that described in clause (i) above and a new notice period under clause (i) above shall commence, during which time the Company shall be required to comply with the requirements of this Section 7.03(e) anew with respect to such additional notice, including clauses (i) through (iv) above; and provided, further, that the Company has complied in all material respects with its obligations under this Section 7.03(e).

Last Look. The Board of Directors of the Company shall not make an Adverse Recommendation Change, unless (i) the Company promptly notifies Buyer, in writing at least five Business Days (it being understood and agreed that any amendment to the financial terms or other material terms of a Superior Proposal shall require a new written notification from the Company and a new notice period under this Section ‎5.04(d), except that such new notice period shall be for three Business Days (as opposed to five Business Days)) before taking that action, of its intention to do so, attaching, in the case of an Adverse Recommendation Change to be made following receipt of a Superior Proposal, the most current version of the proposed agreement (in an unredacted form) under which such Superior Proposal is proposed to be consummated, as well as any relevant ancillary agreement, and the identity of the third party making the Acquisition Proposal and (ii) at the end of such five or three Business Day period, the Board of Directors of the Company, after negotiating in good faith and considering in good faith any revisions or adjustments to the terms and conditions of this Agreement offered in writing by Buyer, within such five or three Business Days period if applicable, continues to determine in good faith, after consultation with outside legal counsel, that the failure to make such Adverse Recommendation Change would be reasonably likely to be inconsistent with its fiduciary duties under Applicable Law.

Last Look. If upon satisfaction of the requirements of subparagraph (b), the Selling Partner desires to sell its Interest to a third party, the Non-Selling Partner shall have the right to purchase the Selling Partner's Interest at a price equal to (i) 100% of a firm third party offer, provided the third party offer does not exceed the price first offered by the Non-Selling Partner pursuant to (b), or (ii) 105% of a firm third party offer, provided the third party offer exceeds the price first offered by the Non-Selling Partner pursuant to Section (b). Such option must be exercised by the Non-Selling Partner within thirty (30) days after the delivery of the notice of Last Look by the Selling Partner, which notice shall be accompanied by a description of all material terms of the proposed third party sale, including the price, identity of the proposed purchaser and any conditions to the completion of such transaction. Non-cash consideration in the third party offer shall be valued at Fair Value and may be paid in cash. If the Non-Selling Partner does not exercise its option to purchase within the thirty (30) day period allowed, then the Selling Partner may proceed to complete such sale to the third party and at the price and on the terms contained in the Last Look notice provided to the Non-Selling Partner. If such sale is not completed within one hundred twenty (120) days after the expiration of the Last Look option, then the Selling Partner must repeat the Last Look procedure before making any sale to the third party.

Last Look. Notwithstanding Section 6.03(c)(ii), the Board of Directors of Arena shall not make a Change in Board Recommendation unless (i) Arena promptly notifies Simplify, in writing at least four Business Days (it being understood and agreed that any amendment to the financial terms or other material terms of a Superior Proposal shall require a new written notification from Arena and a new notice period under this Section ‎6.03(e), except that such new notice period shall be for three Business Days (as opposed to four Business Days)) before taking that action, of its intention to do so, attaching the most current version of the proposed agreement under which such Superior Proposal is proposed to be consummated and the identity of the Third Party making such Superior Proposal, (ii) during such four or three Business Day period, as applicable, if requested by Simplify, Arena shall, and shall cause its Representatives to, negotiate with Simplify in good faith to make such revisions or adjustments to the terms and conditions of this Agreement as may be offered in writing by Simplify so that the applicable Arena Acquisition Proposal ceases to constitute a Superior Proposal, and (iii) at the end of such four or three Business Day period, as applicable, the Board of Directors of Arena, after considering in good faith, in consultation with Arena’s financial advisors and outside legal counsel, any revisions or adjustments to the terms and conditions of this Agreement offered in writing by Simplify within such four or three Business Day period, as applicable, continues to determine in good faith, after consultation with Arena’s financial advisors and outside legal counsel, that such Arena Acquisition Proposal constitutes a Superior Proposal and the failure to make such Change in Board Recommendation would be inconsistent with its fiduciary duties under Applicable Law.

Last Look. In the event that the Manager’s quote for a given Project Phase more than five (5%) percent (inclusive of all overhead, burden and profit) more than the average of all bona fide arm’s length bids (inclusive of all overhead, burden and profit and for substantially the same scope and quality of work) the Company obtains from reputable, unaffiliated builders, Manager shall nonetheless have the right to match such best bona fide, arm’s length offer and secure the work.