Common use of Subsequent Transactions Clause in Contracts

Subsequent Transactions. If BHC, either directly or through a subsidiary, enters into a Significant Transaction (as such terms are defined below) prior to February 15, 2001, and such Significant Transaction has not been terminated or abandoned, then (i) BHC shall notify the Special Committee of the BHC Board of Directors of such Significant Transaction and (ii) the Special Committee of the BHC Board of Directors may take such actions as it deems necessary to consider the impact, if any, of the proposed Significant Transaction on its recommendation regarding the transactions contemplated by this Agreement, including without limitation requesting from its financial advisors an updated fairness opinion that takes into account the proposed Significant Transaction. If, as a result of such action of the Special Committee of the BHC Board of Directors, the Special Committee of the BHC Board of Directors withdraws its recommendation to the Board of Directors of BHC of the transactions contemplated by this Agreement (including the terms of the Series A Preferred), then BHC and the Buyers shall use their reasonable best efforts to modify the terms of the transactions contemplated by this Agreement to arrive at terms that can be favorably recommended by the Special Committee of the BHC Board of Directors. For purposes of this Section 7.11, BHC shall be deemed to have "entered into" a Significant Transaction if it (i) enters into an agreement relating to, (ii) publicly announces, or (iii) is actively involved in negotiations concerning, a Significant Transaction; provided, however, that an agreement dealing only with confidentiality and other preliminary matters shall not be considered an agreement for purposes of clause (i) of this sentence. For purposes of this Section 7.11, a "Significant Transaction" means a merger, consolidation, or other business combination or extraordinary transaction involving BHC and another Person (including without limitation the direct or indirect acquisition by BHC of a majority of the ownership interests or all or substantially all of the assets of another Person or the acquisition by another Person of a majority of the capital stock of BHC or all or substantially all of the assets of BHC).

Subsequent Transactions. If BHC, either directly or through a subsidiary, enters into a Significant Transaction (as such terms are defined below) prior to February 15, 2001, and such Significant Transaction has not been terminated or abandoned, then (i) BHC shall notify the Special Committee of the BHC Board of Directors of such Significant Transaction and (ii) the Special Committee of the BHC Board of Directors may take such actions as it deems necessary to consider the impact, if any, of the proposed Significant Transaction on its recommendation regarding the transactions contemplated by this Agreement, including without limitation requesting from its financial advisors an updated fairness opinion that takes into account the proposed Significant Transaction. If, as a result of such action of the Special Committee of the BHC Board of Directors, the Special Committee of the BHC Board of Directors withdraws its recommendation to the Board of Directors of BHC of the transactions contemplated by this Agreement (including the terms of the Series A Preferred), then BHC and the Buyers shall use their reasonable best efforts to modify the terms of the transactions contemplated by this Agreement to arrive at terms that can be favorably recommended by the Special Committee of the BHC Board of Directors. For purposes of this Section 7.11, BHC shall be deemed to have "entered into" a Significant Transaction if it (i) enters into an agreement relating to, (ii) publicly announces, or (iii) is actively involved in negotiations concerning, a Significant Transaction; provided, however, that an agreement dealing only with confidentiality and other preliminary matters shall not be considered an agreement for purposes of clause (i) of this sentence. For purposes of this Section 7.11, a "Significant Transaction" means a merger, consolidation, or other business combination or extraordinary transaction involving BHC and another Person (including without limitation the direct or indirect acquisition by BHC of a majority of the ownership interests or all or substantially all of the assets of another Person or the acquisition by another Person of a majority of the capital stock of BHC or all or substantially all of the assets of BHC).