Superior Proposal Termination Clause Samples
Superior Proposal Termination. UST may terminate this Agreement pursuant to Section 8.1(e) only if (i) the UST Board of Directors has received a Superior Proposal, (ii) UST has notified SCHWAB in writing of the determination of the UST Board of Directors to accept the Superior Proposal, with such notice to include a summary of all material terms and conditions of the Superior Proposal, (iii) at least ten business days following receipt by SCHWAB of the notice referred to in clause (ii) above, and taking into account any revised proposal made by SCHWAB since receipt of the notice referred to in clause (ii) above, such Superior Proposal remains a Superior Proposal, (iv) UST is in compliance with Section 6.4, (v) the UST Board of Directors concurrently approves, and UST concurrently enters into, a definitive agreement providing for the implementation of such Superior Proposal and (vi) UST pays the Termination Fee.
Superior Proposal Termination. If:
(i) MGEX and/or MGEX Holdings are not in breach in any material respect of any other term of this Agreement;
(ii) the board of directors of MGEX effects a Change in MGEX Recommendation and authorizes MGEX to enter into a binding written agreement providing for a transaction that constitutes a Superior Proposal; and
(iii) Acquiror does not make, within five (5) Business Days of receipt of MGEX’s written notification pursuant to Section 5.2(c)(i)(C), an offer that the board of directors of MGEX determines, in good faith after consultation with its financial advisors and outside legal counsel, would cause the transaction that is the subject of such notification, in light of such offer, to no longer be a Superior Proposal; or
Superior Proposal Termination. If this Agreement is terminated pursuant to Section 8.1(h), then Seller shall, prior to or concurrently with such termination, pay or cause to be paid to Purchaser or its designee the Seller Termination Fee by wire transfer of immediately available funds to the account designated in writing by Purchaser.
Superior Proposal Termination. By the Company, at any time prior to the Company’s receipt of the Requisite Stockholder Approval, if the Company Board (acting on the recommendation of the Special Committee) determines to terminate this Agreement with respect to a Superior Proposal in accordance with Section 6.03(b); provided that, (i) the Company shall have complied with Section 6.03(b) and (ii) prior to or substantially concurrently with such termination, the Company pays to Parent the Company Termination Fee.