Common use of Superior Proposal Clause in Contracts

Superior Proposal. Prior to the receipt of the Required Shareholder Approval, the Board (or any special committee thereof) authorizes Corporation to enter into a definitive written agreement (other than a confidentiality and standstill agreement permitted by and in accordance with Section 5.3) with respect to a Superior Proposal, provided the Superior Proposal did not result from or involve a breach of Article 5, and that prior to or concurrent with such termination Corporation pays the Termination Fee in accordance with Section 8.2.

Superior Proposal. Prior to the receipt of obtaining the Required Shareholder Approval, the Board (or and any special relevant committee thereof) authorizes Corporation the Corporation, in accordance with and subject to the terms and conditions of this Agreement, to enter into a definitive written agreement with respect to a Superior Proposal (other than a confidentiality and standstill agreement an Acceptable Confidentiality Agreement permitted by and in accordance with Section 5.3) with respect to a Superior Proposal), provided the Superior Proposal did not result from or involve a breach of Article 5, and that prior to or concurrent concurrently with such termination the Corporation pays pays, or causes to be paid, the Termination Fee in accordance with Section 8.2.7.4; or

Superior Proposal. Prior to the receipt of obtaining the Required Shareholder Approval, the Board (or any special committee thereof) authorizes Corporation the Company, in accordance with and subject to the terms and conditions of this Agreement, to enter into a definitive written agreement (other than a confidentiality and standstill agreement permitted by and in accordance with Section 5.3an Acceptable Confidentiality Agreement) with respect to a Superior Proposal, provided that the Superior Proposal did Company is not result from or involve a in breach of Article 5, 5 and that prior to or concurrent with such termination Corporation the Company pays the Termination Fee in accordance with Section 8.2.;

Superior Proposal. Prior to the receipt of obtaining the Required Shareholder Approval, the Board (or any special committee thereof) authorizes Corporation the Corporation, in accordance with and subject to the terms and conditions of this Agreement, to enter into a definitive written agreement (other than a confidentiality and standstill agreement permitted by and in accordance with Section 5.3) with respect to a Superior Proposal, provided that the Superior Proposal did Corporation is not result from or involve a in breach of Article 5, 5 and that prior to or concurrent with such termination the Corporation pays the Termination Fee in accordance with Section 8.2.;

Superior Proposal. Prior to the receipt of obtaining the Required Shareholder Approval, the Board (or any special committee thereof) authorizes Corporation the Company, in accordance with and subject to the terms and conditions of this Agreement, to enter into a definitive written agreement (other than a confidentiality and standstill agreement permitted by and in accordance with Section 5.3an Acceptable Confidentiality Agreement) with respect to a Superior Proposal, provided that the Superior Proposal did not result from or involve Company is in compliance with Section 5.1 in all respects, other than a breach of Article 5de minimis breach, and provided that prior to or concurrent with such termination Corporation the Company pays the Termination Fee Fee, in accordance with Section 8.2.; or

Superior Proposal. Prior to the receipt of obtaining the Required Shareholder Approval, the Board (or any special committee thereofbased upon, amongst other things, the recommendation of the Special Committee) authorizes Corporation the Company, in accordance with and subject to the terms and conditions of this Agreement, to enter into a definitive written agreement (other than a confidentiality and standstill agreement permitted by and in accordance with Section 5.3an Acceptable Confidentiality Agreement) with respect to a Superior Proposal, provided the Superior Proposal did not result from or involve a breach of Article 5, and that prior to or concurrent with such termination Corporation the Company pays the Termination Fee in accordance with Section 8.2.;

Superior Proposal. Prior to the receipt approval by Shareholders of the Required Shareholder ApprovalArrangement Resolution, the Board (or any special committee thereof) authorizes Corporation to enter into a definitive written agreement (other than a confidentiality and standstill agreement permitted by and in accordance with Section 5.3) with respect to a Superior Proposal, provided the Superior Proposal did not result from or involve a breach of Corporation is then in compliance with Article 55 and, and that prior to or concurrent with such termination termination, Corporation pays the Termination Fee in accordance with Section 8.2.; or

Superior Proposal. Prior to the receipt of obtaining the Required Shareholder Approval, the Board (or any special committee thereof) authorizes Corporation the Corporation, in accordance with and subject to the terms and conditions of this Agreement, to enter into a definitive written agreement (other than a confidentiality and standstill agreement permitted by and in accordance with Section 5.3) with respect to a Superior Proposal, provided the making of the Acquisition Proposal that constituted a Superior Proposal did not result from or involve a material breach of Article 5, 5 and that prior to or concurrent concurrently with such termination termination, the Corporation pays the Corporation Termination Fee in accordance with Section 8.2.7.4;

Superior Proposal. Prior to the receipt approval by the Shareholders of the Required Shareholder ApprovalArrangement Resolution, the Board (or any special committee thereof) authorizes the Corporation to enter into a definitive written agreement (other than a confidentiality and standstill agreement permitted by and in accordance with Section 5.3) with respect to a Superior ProposalProposal (excluding an Acceptable Confidentiality Agreement), provided the Superior Proposal did not result from or involve a breach of Article 5, Corporation is then in compliance with ARTICLE 5 in all material respects and that prior to or concurrent with such termination the Corporation pays the Termination Fee in accordance with Section 8.2.the provisions hereof;

Superior Proposal. Prior to obtaining the receipt approval by the Company Shareholders of the Required Shareholder ApprovalArrangement Resolution, the Company Board (authorizes the Company or any special committee thereof) authorizes Corporation of its Subsidiaries, subject to complying with the terms of Article 5 and the prior payment of the Termination Amount in accordance with Section 8.2, to enter into a definitive written agreement (other than a confidentiality and standstill agreement permitted by and in accordance with Section 5.35.3(a)(iv)) with respect to a Superior Proposal, provided the Superior Proposal did not result from or involve a breach of Article 5, and that prior to or concurrent with such termination Corporation pays the Termination Fee in accordance with Section 8.2.;

Superior Proposal. Prior to the receipt of obtaining the Required Shareholder Approval, the Board (or any special committee thereof) authorizes the Corporation to enter into a definitive written agreement (other than a the confidentiality and standstill agreement permitted by and in accordance with Section 5.35.3(1)(d) with respect to a Superior Proposal, provided the Superior Proposal did not result from or involve a breach of Article 5, and that prior to or concurrent concurrently with such termination the Corporation pays the Termination Fee in accordance with Section 8.2.;

Superior Proposal. Prior to the receipt of the Required Shareholder Approval, the Board (or any special committee thereof) authorizes Corporation to enter into a definitive written agreement (other than a confidentiality and standstill agreement permitted by and in accordance with Section 5.3) with respect to a Superior Proposal, provided the Superior Proposal did not result from or involve a breach of Corporation is then in compliance in all material respects with Article 5, 5 and that prior to or concurrent with such termination Corporation pays the Termination Fee in accordance with Section 8.2.

Superior Proposal. Prior to the receipt of obtaining the Required Shareholder Approval, the Board (or any special committee thereof) authorizes Corporation the Corporation, in accordance with and subject to the terms and conditions of this Agreement, to enter into a definitive written agreement (other than a confidentiality and standstill agreement permitted by and in accordance with Section 5.3) with respect to a Superior Proposal, provided that the Superior Proposal did not result from or involve a breach of Corporation is then in compliance with Article 5, 5 and that prior to or concurrent with such termination the Corporation pays the Termination Fee in accordance with Section 8.2.;