Common use of Last Look Clause in Contracts

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. Neither the Board of Directors nor the Company shall be permitted to take any of the actions referred to in Section 7.03(b)(ii‎Section 6.04(b)(ii) unless (i) the Company shall have notified Parent, in writing and at least three four 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, includingand (A) in the case of a Superior Proposal, if applicable, the terms and conditions of, and including the identity of the Third Party makingPerson or group making such proposal, any such Superior Proposal the terms thereof and attaching a copy of all proposed agreements (including a true and complete copy of any proposed agreements definitive agreement for such Superior Proposal, if any) and other documents and information contemplated by Section 6.04(c)(i) for the Superior Proposal Proposal, if applicable or (or a B) in the case of an Intervening Event, reasonably detailed description of all material terms the facts 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)circumstances relating to such Intervening Event, (ii) during such four Business Day period following the date on which such notice is received, the Company has negotiated, shall have and has shall have caused its Representatives to negotiateto, negotiate with Parent in good faith with Parent during such notice period, (to the extent Parent wishes to negotiate) to make such adjustments to the terms and conditions of this Agreement as Parent may propose, concerning (iii) upon the end of such notice period (or such subsequent notice period as contemplated by clause ‎(iv) below), the Board of Directors shall have considered in good faith any revisions to the terms of this Agreement proposed in writing by Parent that, if accepted by the Company, would be binding upon Parent, (iii) following the end of such notice period, the Board of Directors and shall have determineddetermined in good faith, 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 of the Board of Directors to take make such action Adverse Recommendation Change would be reasonably likely to be inconsistent with its fiduciary duties under Applicable Law, and, in the case of Superior Proposal, that such Acquisition Proposal continues to constitute a Superior Proposal 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(i) above and a new notice period under clause ‎(i) shall commence (iprovided that the notice period thereunder shall only be three Business Days) above shall commence, during which time the Company shall be required to comply with the requirements of this Section 7.03(e‎Section 6.04(d) anew with respect to such additional notice, including clauses (i) through (iviii) above; and provided, further, that the Company has complied in all material respects with its obligations under this Section 7.03(e).

Last Look. Neither the Board of Directors nor the Company shall be permitted to take any of the actions referred to in Section 7.03(b)(ii6.04(b)(ii) unless (i) the Company shall have notified Parent, in writing and at least three four 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, includingand (A) in the case of a Superior Proposal, if applicable, the terms and conditions of, and including the identity of the Third Party makingPerson or group making such proposal, any such Superior Proposal the terms thereof and attaching a copy of all proposed agreements (including a true and complete copy of any proposed agreements definitive agreement for such Superior Proposal, if any) and other documents and information contemplated by Section 6.04(c)(i) for the Superior Proposal Proposal, if applicable or (or a B) in the case of an Intervening Event, reasonably detailed description of all material terms the facts 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)circumstances relating to such Intervening Event, (ii) during such four Business Day period following the date on which such notice is received, the Company has negotiated, shall have and has shall have caused its Representatives to negotiateto, negotiate with Parent in good faith with Parent during such notice period, (to the extent Parent wishes to negotiate) to make such adjustments to the terms and conditions of this Agreement as Parent may propose, concerning (iii) upon the end of such notice period (or such subsequent notice period as contemplated by clause (iv) below), the Board of Directors shall have considered in good faith any revisions to the terms of this Agreement proposed in writing by Parent that, if accepted by the Company, would be binding upon Parent, (iii) following the end of such notice period, the Board of Directors and shall have determineddetermined in good faith, 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 of the Board of Directors to take make such action Adverse Recommendation Change would be reasonably likely to be inconsistent with its fiduciary duties under Applicable Law, and, in the case of Superior Proposal, that such Acquisition Proposal continues to constitute a Superior Proposal 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, commence (provided that the notice period thereunder shall only be three Business Days) during which time the Company shall be required to comply with the requirements of this Section 7.03(e6.04(d) anew with respect to such additional notice, including clauses (i) through (iviii) above; and provided, further, that the Company has complied in all material respects with its obligations under this Section 7.03(e).

Last Look. Neither the Board of Directors nor the Company shall be permitted to take any of the actions referred to in Section 7.03(b)(ii‎‎Section 6.04(b)(ii) unless (i) the Company shall have notified Parent, in writing and at least three four 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, includingand (A) in the case of a Superior Proposal, if applicable, the terms and conditions of, and including the identity of the Third Party makingPerson or group making such proposal, any such Superior Proposal the terms thereof and attaching a copy of all proposed agreements (including a true and complete copy of any proposed agreements definitive agreement for such Superior Proposal, if any) and other documents and information contemplated by ‎Section 6.04(c)(i) for the Superior Proposal Proposal, if applicable or (or a B) in the case of an Intervening Event, reasonably detailed description of all material terms the facts 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)circumstances relating to such Intervening Event, (ii) during such four Business Day period following the date on which such notice is received, the Company has negotiated, shall have and has shall have caused its Representatives to negotiateto, negotiate with Parent in good faith with Parent during such notice period, (to the extent Parent wishes to negotiate) to make such adjustments to the terms and conditions of this Agreement as Parent may propose, concerning (iii) upon the end of such notice period (or such subsequent notice period as contemplated by clause ‎‎(iv) below), the Board of Directors shall have considered in good faith any revisions to the terms of this Agreement proposed in writing by Parent that, if accepted by the Company, would be binding upon Parent, (iii) following the end of such notice period, the Board of Directors and shall have determineddetermined in good faith, 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 of the Board of Directors to take make such action Adverse Recommendation Change would be reasonably likely to be inconsistent with its fiduciary duties under Applicable Law, and, in the case of Superior Proposal, that such Acquisition Proposal continues to constitute a Superior Proposal 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(i) above and a new notice period under clause ‎‎(i) shall commence (iprovided that the notice period thereunder shall only be three Business Days) above shall commence, during which time the Company shall be required to comply with the requirements of this Section 7.03(e‎‎Section 6.04(d) anew with respect to such additional notice, including clauses (i‎(i) through (iv‎(iii) above; and provided, further, that the Company has complied in all material respects with its obligations under this Section 7.03(e).

Last Look. Neither the Company Board of Directors nor the Company shall take any of the actions referred to in Section 7.03(b)(ii‎Section 6.03(b)(ii) unless unless: (i) the Company shall have notified Parent, in writing and at least three five Business Days prior to taking such action, of its intention to take such action, specifying, in reasonable detail, the reasons for the Company Adverse Recommendation Change, including, if applicable, the terms and conditions of, and the identity attaching (A) an unredacted copy of the Third Party making, any such Company Superior Proposal and attaching a copy of any proposed agreements for relating to such Company Superior Proposal, or (B) in the Superior Proposal (or case of a Company Intervening Event a reasonably detailed 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)such Company Intervening Event, (ii) during such five Business Day period following the date on which such notice is received by Parent, the Company has negotiated, and has caused its Representatives to negotiate, shall have negotiated with Parent in good faith with Parent during such notice period, (to the extent Parent wishes to negotiate) to make such adjustments to the terms and conditions of this Agreement as Parent may propose, concerning (iii) upon the end of such notice period (or such subsequent notice period as contemplated by clause ‎(iv) below), the Company Board shall have, as a condition to effecting a Company Adverse Recommendation Change, considered in good faith any revisions to the terms of this Agreement proposed in writing by Parent, (iii) following Parent and any other information offered by Parent in response to the end of such notice period, from the Board of Directors Company and shall have determineddetermined in good faith, after consultation with its outside legal counsel and financial advisor, and giving due consideration to that 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 Company Superior Proposal or Company Intervening Event would nevertheless continue to constitute a Company Superior Proposal (assuming the revisions committed to by Parent were to be given effect)or Company Intervening Event, as applicable, and in any case and that the failure to take such action would be reasonably likely to be inconsistent with its violate the fiduciary duties of the members of the Company Board under Applicable Law, 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 Company 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, commence during which time the Company shall be required to comply with the requirements of this Section 7.03(e‎Section 6.03(d) anew with respect to such additional notice, including clauses (i) through (iviii) above; and provided, further, that the Company has complied in all material respects with its obligations under this Section 7.03(e).

Last Look. Neither the Board of Directors nor the Company shall take any of the actions referred to in Section 7.03(b)(ii‎‎Section 6.04(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, includingand (A) in the case of a Superior Proposal, attaching a copy of all proposed agreements and other documents and information contemplated by ‎Section 6.04(c) for the Superior Proposal, if applicable, or (B) in the terms and conditions ofcase of an Intervening Event, and the identity a reasonably detailed description of the Third Party makingfacts and circumstances relating to such Intervening Event (in each case, 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) which notice shall not, in and of itself, not constitute an Adverse Recommendation Change), (ii) during such three Business Day period following the date on which such notice is received, the Company has negotiated, shall have and has shall have caused its Representatives to negotiateto, negotiate with Parent in good faith with Parent during such notice period, (to the extent Parent wishes to negotiate) to make such adjustments to the terms and conditions of this Agreement as Parent may propose, concerning (iii) upon the end of such notice period (or such subsequent notice period as contemplated by clause ‎‎(iv) below), the Board of Directors shall have considered in good faith any revisions to the terms of this Agreement proposed in writing by Parent that, if accepted by the Company, would be binding upon Parent, (iii) following the end of such notice period, the Board of Directors and shall have determineddetermined in good faith, after consultation with its outside legal counsel and financial advisoradvisors, and giving due consideration to that 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 Superior Proposal would nevertheless continue to constitute a Superior Proposal (assuming or in the revisions committed case of an Intervening Event, would not obviate the need to by Parent were to be given effect), and in any case and that effect the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under Applicable Law, Adverse Recommendation Change) 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(i) above and a new notice period under clause ‎‎(i) shall commence (iprovided that the notice period thereunder shall only be two Business Days) above shall commence, during which time the Company shall be required to comply with the requirements of this Section 7.03(e‎‎Section 6.04(d) anew with respect to such additional notice, including clauses (i‎(i) through (iv‎(iii) above; and provided, further, that the Company has complied in all material respects with its obligations under this Section 7.03(e).

Last Look. Neither the Board of Directors nor the Company shall be permitted to take any of the actions referred to in Section 7.03(b)(ii6.04(b)(ii) unless (i) the Company shall have notified Parent, in writing and at least three four Business Days prior to taking such action, of its intention to take such action, specifying, in reasonable detail, the reasons for the Adverse Recommendation ChangeChange and (A) in the case of a Superior Proposal, including, if applicable, the terms and conditions of, and including the identity of the Third Party makingPerson or group making such proposal, any such Superior Proposal the terms thereof and attaching a copy of any all proposed agreements for the such Superior Proposal (or including a description true and complete copy of all material terms any proposed definitive agreement for such Superior Proposal, if any) and conditions thereof) (it being understood other documents and agreed that the delivery of the notification information contemplated by this clause Section 6.04(c) for the Superior Proposal, if applicable (i) which notice shall not, in and of itself, not constitute an Adverse Recommendation Change)) or (B) in the case of an Intervening Event, a reasonably detailed description of the facts and circumstances relating to such Intervening Event, (ii) during such four Business Day period following the date on which such notice is received, the Company has negotiated, shall have and has shall have caused its directors, officers and employees and shall have directed all of its other Representatives to negotiateto, negotiate with Parent in good faith with Parent during such notice period, (to the extent Parent wishes to negotiate) to make such adjustments to the terms and conditions of this Agreement as Parent may propose, concerning (iii) upon the end of such notice period (or such subsequent notice period as contemplated by clause (iv) below), the Board of Directors shall have considered in good faith any revisions to the terms of this Agreement proposed in writing by Parent that, if accepted by the Company, would be binding upon Parent, (iii) following the end of such notice period, the Board of Directors and shall have determineddetermined in good faith, after consultation with its outside legal counsel and financial advisoradvisors, and giving due consideration that any such revisions have not obviated the need to effect the revisions to Adverse Recommendation Change, or that the terms of this Agreement to which Parent has committed in writing, that, in the case of an Acquisition Proposal, such Acquisition Superior 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 (for the avoidance of doubt, any substantive change in the terms relating to conditionality, termination and termination fees, regulatory efforts or financing shall be deemed a material change) 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, commence (provided that the notice period thereunder shall only be two (2) Business Days) during which time the Company shall be required to comply with the requirements of this Section 7.03(e6.04(d) anew with respect to such additional notice, including clauses (i) through (iviii) above; and provided, further, that the Company has complied in all material respects with its obligations under this Section 7.03(e).

Last Look. Neither the Parent Board of Directors nor the Company Parent shall take any of the actions referred to in Section 7.03(b)(ii‎Section 7.02(b)(ii) unless unless: (i) the Company Parent shall have notified Parentthe Company, in writing and at least three five Business Days prior to taking such action, of its intention to take such action, specifying, in reasonable detail, the reasons for the Parent Adverse Recommendation Change, includingand attaching (A) an unredacted copy of the Parent Superior Proposal and any proposed agreements relating to such Parent Superior Proposal, if applicableor (B) in the case of a Parent Intervening Event a reasonably detailed description of such Parent Intervening Event, (ii) during such five Business Day period following the date on which such notice is received by the Company, Parent shall have negotiated with the Company in good faith (to the extent the Company wishes to negotiate) to make such adjustments to the terms and conditions ofof this Agreement as the Company may propose, and (iii) upon the identity end of the Third Party making, any such Superior Proposal and attaching a copy of any proposed agreements for the Superior Proposal notice period (or a description of all material terms and conditions thereof) (it being understood and agreed that the delivery of the notification such subsequent notice period as contemplated by this clause (i‎(iv) below), the Parent Board shall nothave, in and of itself, constitute an as a condition to effecting a Parent Adverse Recommendation Change), (ii) the Company has negotiated, and has caused its Representatives to negotiate, considered 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 in writing by Parent, (iii) following the end of such Company and any other information offered by the Company in response to the notice period, the Board of Directors from Parent and shall have determineddetermined in good faith, after consultation with its outside legal counsel and financial advisor, and giving due consideration to that 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 Superior Proposal or Parent Intervening Event would nevertheless continue to constitute a Parent Superior Proposal (assuming the revisions committed to by or Parent were to be given effect)Intervening Event, as applicable, and in any case and that the failure to take such action would be reasonably likely to be inconsistent with its violate the fiduciary duties of the members of the Parent Board under Applicable Law, 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 Parent Superior Proposal, if applicable, the Company Parent shall, in each case, have delivered to Parent the Company an additional notice consistent with that described in clause (i) above and a new notice period under clause (i) above shall commence, commence during which time the Company Parent shall be required to comply with the requirements of this Section 7.03(e‎Section 7.02(d) anew with respect to such additional notice, including clauses (i) through (iviii) above; and provided, further, that the Company has complied in all material respects with its obligations under this Section 7.03(e).

Last Look. Neither the Board of Directors nor the Company shall be permitted to take any of the actions referred to in Section 7.03(b)(ii5.1(1)(b)(ii) unless (i) the Company shall have notified the Parent, in writing and at least three four 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, includingand (A) in the case of a Superior Proposal, if applicable, the terms and conditions of, and including the identity of the Third Party makingPerson or group making such proposal, any such Superior Proposal the terms thereof and attaching a copy of all proposed agreements (including a true and complete copy of any proposed agreements definitive agreement for such Superior Proposal, if any) and other documents and information contemplated by Section 5.1(1)(c)(i) for the Superior Proposal Proposal, if applicable or (or a B) in the case of an Intervening Event, reasonably detailed description of all material terms the facts 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)circumstances relating to such Intervening Event, (ii) during such four Business Day period following the date on which such notice is received, the Company has negotiated, shall have and has shall have caused its Representatives to negotiateto, negotiate with the Parent in good faith with Parent during such notice period, (to the extent the Parent wishes to negotiate) to make such adjustments to the terms and conditions of this Agreement as the Parent may propose, concerning (iii) upon the end of such notice period (or such subsequent notice period as contemplated by clause (iv) below, the “Matching Period”), the Board of Directors shall have considered in good faith any revisions to the terms of this Agreement proposed in writing by the Parent that, if accepted by the Company, would be binding upon the Parent, (iii) following the end of such notice period, the Board of Directors and shall have determineddetermined in good faith, after consultation with its outside legal counsel and financial advisoradvisors, 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 of the Board of Directors to take make such action Adverse Recommendation Change would be reasonably likely to be inconsistent with its fiduciary duties under Applicable Law, and (iv) and, in the event case 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 that such Acquisition Proposal continues to Parent an additional notice consistent with that described in clause (i) above and constitute 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).Superior Proposal and

Last Look. Neither The Company Board and the Board of Directors nor the Company Company, as applicable, shall not take any of the actions referred to in contemplated by Section 7.03(b)(ii5.2(d) unless prior to taking such action (i) the Company shall have has notified Parent, in writing and at least three four Business Days prior to before taking such action, of its intention that the Company intends to take such action, specifyingwhich notice attaches, in reasonable detailthe case of a Company Change of Recommendation pursuant to Section 5.2(d)(A) in response to a Company Superior Proposal or the termination of this Agreement pursuant to Section 5.2(d)(B) and Section 9.1(a)(ii)(B), the reasons most current version of each proposed Contract providing for the Adverse Recommendation Changeor related to such Company Superior Proposal (including any Contract relating to financing or expense reimbursement), including, if applicable, the terms and conditions of, and the identity of the Third Party making, any such Party(ies) making the Company Superior Proposal and attaching or, in the case of a copy of any proposed agreements for the Superior Proposal (or Company Intervening Event, a reasonably detailed 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)facts relating to such Company Intervening Event, (ii) if requested by Parent, during such four Business Day period, the Company has negotiated, and has caused its Representatives to negotiate, shall have discussed and negotiated in good faith with Parent during such notice period, (to the extent that Parent wishes desires to so discuss or negotiate, concerning ) regarding any revisions proposal by Parent to amend the terms of this Agreement proposed by Parent, in response to such Company Superior Proposal or other potential Company Change of Recommendation and (iii) following the end of after such notice four Business Day period, the Company Board of Directors shall have determineddetermines in good faith, after consultation with its financial advisor and outside legal counsel and financial advisor, and giving due consideration taking into account any proposal by Parent to the revisions to amend the terms of this Agreement to which Parent has committed in writingAgreement, 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 Lawapplicable Laws and, in the case of any such action in connection with a Company Alternative Proposal, such Company Alternative Proposal continues to constitute a Company Superior Proposal (it being understood and (iv) agreed that in the event of any change amendment to any of the financial terms (including the form, amount and timing of payment of consideration) or any other material terms of any such Company Superior Proposal, if applicable, a new written notification from the Company shall, in each case, have delivered to Parent an additional notice consistent with that described in clause (i) above of this Section 5.2(e) shall be required, and a new notice period under clause clause (i) above of this Section 5.2(e) shall commence, during which time notice period the Company shall be required to comply with the requirements of this Section 7.03(e5.2(e) anew with respect anew, except that such new notice period shall be for three Business Days (as opposed to four Business Days)). After delivery of such additional noticewritten notice pursuant to this Section 5.2(e), including clauses (i) through (iv) above; and provided, further, that the Company has complied in shall promptly inform Parent of all material respects with its obligations under this Section 7.03(e)developments affecting the material terms of any such Company Superior Proposal.

Last Look. Neither the Parent Board of Directors nor the Company Parent shall take any of the actions referred to in Section 7.03(b)(ii7.02(b)(ii) unless unless: (i) the Company Parent shall have notified Parentthe Company, in writing and at least three five Business Days prior to taking such action, of its intention to take such action, specifying, in reasonable detail, the reasons for the Parent Adverse Recommendation Change, includingand attaching (A) an unredacted copy of the Parent Superior Proposal and any proposed agreements relating to such Parent Superior Proposal, if applicableor (B) in the case of a Parent Intervening Event a reasonably detailed description of such Parent Intervening Event, (ii) during such five Business Day period following the date on which such notice is received by the Company, Parent shall have negotiated with the Company in good faith (to the extent the Company wishes to negotiate) to make such adjustments to the terms and conditions ofof this Agreement as the Company may propose, and (iii) upon the identity end of the Third Party making, any such Superior Proposal and attaching a copy of any proposed agreements for the Superior Proposal notice period (or a description of all material terms and conditions thereof) (it being understood and agreed that the delivery of the notification such subsequent notice period as contemplated by this clause (iiv) below), the Parent Board shall nothave, in and of itself, constitute an as a condition to effecting a Parent Adverse Recommendation Change), (ii) the Company has negotiated, and has caused its Representatives to negotiate, considered 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 in writing by Parent, (iii) following the end of such Company and any other information offered by the Company in response to the notice period, the Board of Directors from Parent and shall have determineddetermined in good faith, after consultation with its outside legal counsel and financial advisor, and giving due consideration to that 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 Superior Proposal or Parent Intervening Event would nevertheless continue to constitute a Parent Superior Proposal (assuming the revisions committed to by or Parent were to be given effect)Intervening Event, as applicable, and in any case and that the failure to take such action would be reasonably likely to be inconsistent with its violate the fiduciary duties of the members of the Parent Board under Applicable Law, 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 Parent Superior Proposal, if applicable, the Company Parent shall, in each case, have delivered to Parent the Company an additional notice consistent with that described in clause (i) above and a new notice period under clause (i) above shall commence, commence during which time the Company Parent shall be required to comply with the requirements of this Section 7.03(e7.02(d) anew with respect to such additional notice, including clauses (i) through (iviii) above; and provided, further, that the Company has complied in all material respects with its obligations under this Section 7.03(e).

Last Look. Neither the Board of Directors nor Further, the Company Board shall not take any of the actions referred to in Section 7.03(b)(ii) 6.03(c)(ii), unless (i) the Company shall have notified promptly notifies Parent, in writing and at least three four (4) Business Days prior to before taking such that action, of its intention to take such actiondo so, specifying, specifying in reasonable detail, 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 therefor (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) which notice shall not, in and of itself, not constitute an Adverse Recommendation Change), attaching (A) in the case of a Superior Proposal, the most current version of the proposed agreement under which such Superior Proposal is proposed to be consummated and identifying the Third Party making the Acquisition Proposal, or (B) in the case of an Intervening Event, a reasonably detailed description of such Intervening Event, (ii) the Company has negotiated, and has caused its Representatives to negotiate, negotiate in good faith with Parent during such notice period, (to the extent Parent wishes to negotiate, concerning ) during such notice period any revisions to the terms of this Agreement proposed by Parent, that Parent proposes and (iii) following the end of such notice period, the Company Board of Directors shall have determined, after in consultation with its outside legal counsel and its financial advisor, and giving due consideration to the such revisions to the terms of this Agreement to which Parent has committed in writingproposed by Parent, that, that (A) in the case of an Acquisition a Superior Proposal, such Acquisition Superior Proposal would nevertheless continue to constitute a Superior Proposal (assuming the such revisions committed to proposed by Parent were to be given effect) (it being understood and agreed that any amendment to the financial terms or other material terms of such Superior Proposal shall require a new written notification from the Company; provided that for the purposes of such new notification the reference to “four (4) Business Days” in ‎Section 6.03(e)(i) shall be deemed to be “three (3) Business Days”) and (B) in the case of an Adverse Recommendation Change to be made pursuant to an Intervening Event, such Intervening Event would nevertheless necessitate the need for such Adverse Recommendation Change (it being understood and agreed that any material change to the facts and circumstances relating to such Intervening Event shall require a new written notification from the Company; provided that for the purposes of any such new notification the reference to “four (4) Business Days” in ‎Section 6.03(e)(i) shall be deemed to be “three (3) Business Days”), and and, in any case and either case, the Company Board determines in good faith, after consultation with outside legal counsel, 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)Delaware law.

Last Look. Neither the Board of Directors nor the Company shall take any of the actions referred to in Section 7.03(b)(ii6.04(b)(ii) unless (i) the Company shall have notified Parent, in writing and at least three four Business Days prior to taking such actionaction (the “Notice Period”), 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 Change 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 notProposal, in and of itself, constitute an Adverse Recommendation Change)if applicable, (ii) during the Notice Period, the Company has negotiated, negotiated with Parent and has caused its Representatives to negotiate, in good faith with Parent during such notice period, (to the extent that Parent wishes desires to so negotiate, concerning any revisions ) to make such adjustments to the terms and conditions of this Agreement proposed by Parentas would enable the Board of Directors to maintain the Company Recommendation and not make an Adverse Recommendation Change or, in the case of a Superior Proposal, terminate this Agreement; and (iii) following the end expiration of such notice periodthe Notice Period, the Board of Directors shall have determineddetermines in good faith, after consultation with its outside legal counsel and financial advisor, and giving due consideration to the revisions taking into account any amendments to the terms of this Agreement to which Parent has committed in writinghereof proposed by Parent, 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 effect an Adverse Recommendation Change would be reasonably likely to be inconsistent with its fiduciary duties under Applicable Lawduties; provided, and (iv) however, that in the event of any change amendment to any of the financial terms (including the form, amount and timing of payment of consideration) or any other material terms of such Superior an Acquisition Proposal, if applicable, the Company shall, in each case, have delivered will be required to deliver a new written notice 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(e6.04(d) anew with respect to such additional notice, including clauses new written notice (i) through (iv) above; and provided, further, it being understood that the Company has complied “Notice Period” in all material respects with its obligations under this Section 7.03(erespect of such new written notice will be two Business Days).