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Fiduciary Out

CategoryGeneral

Clause TypeRestrictive covenant

Definition

Party's right to terminate an agreement if compliance would breach its fiduciary duties

Example

Notwithstanding any other provision of this Agreement, in the event that (a) the Company's board of directors, in the board members reasonable judgment, determines that it is not in the best interests of the Company and its shareholders to consummate the transactions contemplated under this Agreement, or (b) the consummation of the transactions contemplated under this Agreement is prohibited by law, rule or regulation and the Company terminates this Agreement, in each case, the Company may terminate this Agreement without liability.