Common use of Fiduciary exception Clause in Contracts

Fiduciary exception. Clauses ‎8.3(b), ‎8.3(c), ‎8.4(a)(ii) or ‎8.4(b) do not apply to the extent that they restrict Target or the Target Board from taking or refusing to take any action with respect to a Target Competing Proposal (in relation to which there has been no contravention of this clause ‎8) provided that: (a) the Target Competing Proposal is bona fide and is made in writing by or on behalf of a person that the Target Board considers is of reputable commercial standing; (b) the Target Board has determined in good faith after: (i) consultation with Target's financial advisers, that the Target Competing Proposal is or would reasonably likely lead to a Superior Proposal; and (ii) receiving written advice from its external legal adviser practising in the area of corporate law, that failing to take the action or refusing to take the action (as the case may be) with respect to the Target Competing Proposal would be likely to constitute a breach of the fiduciary or statutory obligations of the Target Board.

Fiduciary exception. Clauses ‎8.3(b8.3(b), ‎8.3(c8.3(c), ‎8.4(a)(ii8.4(a)(ii) or ‎8.4(b8.4(b) do not apply to the extent that they restrict Target or the Target Board from taking or refusing to take any action with respect to a Target Competing Proposal (in relation to which there has been no contravention of this clause ‎8) 8) provided that: (a) the Target Competing Proposal is bona fide and is made in writing by or on behalf of a person that the Target Board considers is of reputable commercial standing; (b) the Target Board has determined in good faith after: (i) consultation with Target's ’s financial advisers, that the Target Competing Proposal is or would reasonably likely lead to a Superior Proposal; and (ii) receiving written advice from its external legal adviser practising in the area of corporate law, that failing to take the action or refusing to take the action (as the case may be) with respect to the Target Competing Proposal would be likely to constitute a breach of the fiduciary or statutory obligations of the Target Board.