received an Acquisition Proposal after the execution and delivery of this Agreement and prior to the
No-Shop
Period Start Date that the Company Board
determines in good faith, after consultation with outside legal and financial advisors, is, or would reasonably be expected to lead to, a Superior Proposal;
provided
,
however
, that any Person shall immediately and irrevocably cease to
be an Excluded Party if, at any time after the
No-Shop
Period Start Date, the Acquisition Proposal submitted by such Person is withdrawn or terminated or the Company Board determines that such Acquisition
Proposal no longer is, or no longer would reasonably be expected to lead to, a Superior Proposal;
provided
,
further
, that any Group and any member of such Group shall immediately and irrevocably cease to be an Excluded Party if, at any
time after the
No-Shop
Period Start Date, those Persons who were members of such Group immediately prior to the
No-Shop
Period Start Date, together with any Affiliates
of such Persons, cease to constitute at least 25% of the equity financing of such Group.
(gg)
Financing Sources
means
the Persons that have committed to provide the Debt Financing pursuant to the Debt Commitment Letter or otherwise and any joinder agreements, indentures or credit agreements entered into pursuant thereto or relating thereto, together with each other
Person that commits to provide or otherwise provides the Alternate Debt Financing in accordance with this Agreement, together with their Affiliates and Representatives involved in the Debt Financing or Alternate Debt Financing and their successors
and assigns.
(hh)
FTC
means the United States Federal Trade Commission or any successor thereto.
(ii)
GAAP
means generally accepted accounting principles in the United States, consistently applied and as in effect at the
applicable time of measurement.
(jj)
Governmental Authority
means any government, political subdivision, governmental,
administrative, Tax, self-regulatory or regulatory entity or body, department, commission, board, agency or instrumentality, or other legislative, executive or judicial governmental entity, and any court, tribunal, judicial or arbitral body, in each
case whether federal, national, state, county, municipal, provincial, local, foreign or multinational.
(kk)
Governmental
Authorization
means any authorizations, approvals, licenses, franchises, clearances, permits, certificates, waivers, consents, exemptions, variances, expirations and terminations of any waiting period requirements issued by or obtained
from, and any notices, filings, registrations, qualifications, declarations and designations with, a Governmental Authority.
(ll)
Group
has the meaning as used in Section 13 of the Exchange Act.
(mm)
Hazardous Substance
means
any chemical, pollutant, contaminant, waste, toxic, radioactive or hazardous material, substance or waste defined or regulated under Environmental Laws due to their adverse effect on human health or the environment.
(nn)
HSR Act
means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
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