Common use of Purchase Event Clause in Contracts

Purchase Event. As used herein, "Purchase Event" shall mean: (i) the Board of Directors of Heritage shall not have recommended that the shareholders of Heritage reject a publicly disclosed offer to Heritage's shareholders to engage in an Acquisition Transaction with any person other than Acquiror or its Subsidiaries; (ii) Heritage, without having received Acquiror's prior written consent, shall have entered into an agreement to engage in an Acquisition Transaction with any person (other than Acquiror or its Subsidiaries); (iii) Heritage or any of its Representatives shall have breached Section 6.7 of the Merger Agreement; or (iv) a proposal is made by a third party to Heritage or its shareholders to engage in an Acquisition Transaction and Heritage shall have willfully breached any of its representations, warranties, covenants or agreements contained in the Merger Agreement which breach would entitle Acquiror to terminate the Merger Agreement (without regard to the cure periods provided for therein) and such breach shall not have been cured prior to the Notice Date (as defined below). If more than one of the transactions giving rise to a Purchase Event under this Section 3(b) is undertaken or effected, then