A provision sometimes found in the fiduciary out section of a merger agreement. The provision permits the board of directors of the target company to change its recommendation for the current merger if, after the agreement has been signed, the board becomes aware of some event or circumstance that makes the merger no longer advisable. This type of provision is sometimes also referred to as "gold under the headquarters."

The provision is considered target-friendly because it allows the target company's board to change its recommendation even though the company has not received a superior offer from a third-party bidder. Consequently, the board may terminate the agreement because of the higher valuation it itself now deems appropriate for the company, without a third party having offered that valuation.

For examples of various formulations of fiduciary-out provisions in public merger agreements, see Practice Note, What's Market: Fiduciary Out.