Common use of Acquisition Proposals and Alternative Transactions Clause in Contracts

Acquisition Proposals and Alternative Transactions. (a) During the Interim Period, Purchaser will not, and it will cause its Affiliates and its and their respective Representatives not to, directly or indirectly: (a) solicit, initiate, submit, facilitate (including by means of furnishing or disclosing information), discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Purchaser Acquisition Proposal; (b) furnish or disclose any non-public information to any Person in connection with or that could reasonably be expected to lead to a Purchaser Acquisition Proposal; (c) enter into any agreement, arrangement or understanding regarding a Purchaser Acquisition Proposal or (d) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing. (b) During the Interim Period, Seller will not, and each will cause their Affiliates and their respective Representatives not to, directly or indirectly: (a) solicit, initiate, submit, facilitate (including by means of furnishing or disclosing information), discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Seller Acquisition Proposal; (b) furnish or disclose any non-public information to any Person in connection with or that could reasonably be expected to lead to a Seller Acquisition Proposal; (c) enter into any agreement, arrangement or understanding regarding a Seller Acquisition Proposal or (d) otherwise cooperate with, assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing.

Acquisition Proposals and Alternative Transactions. (a) During the Interim Period, Purchaser will not, and it will cause its Affiliates and its and their respective Representatives not to, directly or indirectly: (a) solicit, initiate, submit, facilitate (including by means of furnishing or disclosing information), discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Purchaser Acquisition Proposal; (b) furnish or disclose any non-public information to any Person in connection with or that could reasonably be expected to lead to a Purchaser Acquisition Proposal; (c) enter into any agreement, arrangement or understanding regarding a Purchaser Acquisition Proposal or (d) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing. (b) During the Interim Period, each Seller will not, and each will cause their Affiliates the Company Entities and their respective Affiliates and Representatives not to, directly or indirectly: (a) solicit, initiate, submit, facilitate (including by means of furnishing or disclosing information), discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Seller Company Acquisition Proposal; (b) furnish or disclose any non-public information to any Person in connection with or that could reasonably be expected to lead to a Seller Company Acquisition Proposal; (c) enter into any agreement, arrangement or understanding regarding a Seller Company Acquisition Proposal or (d) otherwise cooperate with, assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing.

Acquisition Proposals and Alternative Transactions. (a) During the Interim Period, Purchaser will except as expressly permitted by this Section 6.3 or as contemplated by the Transaction Documents, the Company shall not, and it will shall cause its Affiliates each Group Company and its and their respective Representatives not to, directly or indirectly: (a) solicit, initiate, submit, facilitate (including by means of furnishing or disclosing information), discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with any third-party (including any Competing SPAC) with respect to a Purchaser Company Acquisition Proposal; (b) furnish or disclose any non-public information to any Person third-party (including to any Competing SPAC) in connection with or that could reasonably be expected to lead to a Purchaser Company Acquisition Proposal; (c) enter into any agreement, arrangement or understanding with any third party (including a Competing SPAC) regarding a Purchaser Company Acquisition Proposal Proposal; (d) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company, or a newly-formed holding company or Subsidiary of any Group Company, or (de) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing. (b) During Notwithstanding anything to the Interim Periodcontrary in Section 6.3(a), Seller will notif at any time following the date hereof and prior to the earlier of the Company’s receipt of the Company Shareholder Approval or the date, and each will cause their Affiliates and if any, on which this Agreement is validly terminated pursuant to Section 10.1, any Group Company or any of their respective Representatives receives a bona fide unsolicited written Company Acquisition Proposal (which Company Acquisition Proposal was first made after the date hereof and did not to, directly or indirectly: (a) solicit, initiate, submit, facilitate (including by means result from a material breach of furnishing or disclosing informationthis Section 6.3), discuss the Company and its Representatives may, prior to (but not after) the Company’s receipt of the Company Shareholder Approval, subject to providing CGAC prior written notice of such Company Acquisition Proposal in accordance with Section 6.3(c), take the actions set forth in subsections (i) and (ii) of this Section 6.3(b) if the Company Board has determined in good faith (after consultation with its financial advisors and outside legal counsel), that such Company Acquisition Proposal constitutes or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Seller Acquisition Proposal; (b) furnish or disclose any non-public information to any Person in connection with or that could would reasonably be expected to lead to a Seller Superior Proposal and (after consultation with its outside legal counsel) that the failure to take such action would be in breach of the directors’ exercise of their fiduciary duties under applicable Law: (i) furnish non-public information to and afford access to the business, employees, officers, Contracts, properties, assets, books and records of the Group Companies to the Person who made such Company Acquisition ProposalProposal and such Person’s Representatives pursuant to (but only pursuant to) one or more Acceptable Confidentiality Agreements (provided that the Company has furnished, made available or provided access to CGAC to any such non-public information (to the extent not previously furnished, made available or provided to CGAC or its Representatives) prior to, concurrent with or within twenty-four (24) hours after such information or access is furnished or afforded to such Person or its Representatives); and (ii) enter into, or otherwise participate in, any discussions or negotiations with any Person and such Person’s Representatives regarding such Company Acquisition Proposal pursuant to (but only pursuant to) one or more Acceptable Confidentiality Agreements. (c) enter into Promptly (but in no event more than forty-eight (48) hours) following receipt of any agreementinquiry, arrangement indication of interest or understanding regarding a Seller proposal that constitutes, or would reasonably be expected to lead to, any Company Acquisition Proposal from and after the date of this Agreement and prior to the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 10.1, the Company shall advise CGAC of the receipt of such inquiry, indication of interest or proposal and the terms and conditions of any such Company Acquisition Proposal (other than, in each case, the identity of the Person making any such inquiry, indication of interest, proposal or Company Acquisition Proposal), and the Company shall as promptly as reasonably practicable after so advising CGAC provide to CGAC to the extent permitted: a copy of such inquiry, indication of interest, proposal or Company Acquisition Proposal and all related material documentation, if in writing which may redact the identity of the Person making such Company Acquisition Proposal. With respect to any Company Acquisition Proposal described in the immediately preceding sentence the Company shall keep CGAC reasonably informed on a current basis of material changes or modifications to the terms of any such Company Acquisition Proposal. (d) otherwise cooperate withNotwithstanding anything herein to the contrary, assist at any time prior to the earlier of the Company’s receipt of the Company Shareholder Approval or participate inthe date, if any, on which this Agreement is validly terminated pursuant to Section 10.1 (i) if and only if (x) the Company receives a bona fide unsolicited written Company Acquisition Proposal (which Company Acquisition Proposal did not result from a material breach of this Section 6.3) that the Company Board determines in good faith, after consultation with its outside legal counsel and financial advisors, constitutes a Superior Proposal, and (y) the Company Board determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would be a breach of the directors’ fiduciary duties under applicable Law, then the Company Board may make an Adverse Recommendation Change and terminate this Agreement pursuant to Section 10.1(d) to enter into a definitive agreement with respect to such Superior Proposal; and (ii) if and only if in response to an Intervening Event, the Company Board has determined in good faith, after consultation with its outside legal counsel, that the failure to take such action would be a breach of the directors’ fiduciary duties under applicable Law, then the Company Board may make an Adverse Recommendation Change contemplated by clause (B) of the definition of Adverse Recommendation Change; provided, in each case that the Company Board may not make any Adverse Recommendation Change or terminate this Agreement pursuant to this Section 6.3(d) unless: (A) the Company shall have first provided prior written notice to CGAC (which notice shall not constitute an Adverse Recommendation Change or termination of this Agreement) (the “Notice”), at least four (4) Business Days in advance of the Company’s or the Company Board’s intention to take any action permitted under this Section 6.3(d), which Notice shall specify (x) in the case of a proposed Adverse Recommendation Change pursuant to Section 6.3(d)(A), the material terms and conditions of any Superior Proposal and, if applicable, include a copy of the most current draft of any acquisition agreement and any other material documents with respect to the Superior Proposal that include any terms and conditions of the Superior Proposal that are not set forth in such draft, and (y) in the case of a proposed Adverse Recommendation Change pursuant to Section 6.3(d)(B), the basis therefor, including a reasonably detailed description of the Intervening Event; and (B) prior to making an Adverse Recommendation Change or terminating this Agreement to enter into a definitive agreement with respect to a Superior Proposal, (a) the Company shall, and shall use reasonable best efforts to cause its Representatives to, during the period beginning the date the Notice is given and ending at 5:00 pm (Eastern Time) on the fourth (4th) Business Day after the date such Notice is given (the “Negotiation Period”), negotiate with CGAC in good faith (solely to the extent CGAC desires to negotiate) to make such adjustments in the terms and conditions of this Agreement and consider any other proposals or offers (if any) made by CGAC, and (b) after considering such negotiated adjustments and any proposals or offers made by CGAC during such Negotiation Period, the Company Board shall have determined (x) after consultation with its financial advisors and outside legal counsel that in the case of an Adverse Recommendation Change or termination of this Agreement pursuant to Section 6.3(d)(A), such Company Acquisition Proposal continues to constitute a Superior Proposal, and (y) after consultation with its outside legal counsel that in the case of an Adverse Recommendation Change or termination of this Agreement pursuant to Section 6.3(d)(A) or an Adverse Recommendation Change pursuant to Section 6.3(d)(B), that the failure to take such action would be a breach of the directors’ fiduciary duties under applicable Law. In the event of any revisions to a Company Acquisition Proposal constituting a Superior Proposal, the Company shall be required to deliver a new written notice to CGAC and to comply with the requirements of this Section 6.3 with respect to such new written notice, except that references to the four (4) Business Day period above shall be deemed to be references to a two (2) Business Day period. In the event of any material change to the facts or circumstances relating to the Intervening Event, the Company shall be required to deliver reasonably prompt written notice of such material change (which notice shall include a reasonably detailed description of such material change) and to comply with the requirements of this Section 6.3(d) with respect to such new written notice, including that the Company will provide CGAC with an additional two (2) Business Day period prior to making an Adverse Recommendation Change, and such period shall begin upon the date of CGAC’s receipt of the notice of such material change. For the avoidance of doubt, if CGAC, within four (4) Business Days (or two (2) Business Days, in the event of a new written notice following material revisions to a Superior Proposal) following its receipt of a Superior Proposal notice makes an offer that, as determined in good faith by the Company Board (after consultation with its outside legal counsel and financial advisors) results in the applicable Company Acquisition Proposal no longer being a Superior Proposal, then the Company shall have no right to terminate this Agreement pursuant to Section 10.1(d) as a result of such Company Acquisition Proposal. (e) Nothing contained in this Agreement shall prevent the Company or the Company Board from (i) issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) under the Exchange Act, (ii) disclosing to the Company Shareholders a position contemplated by Item 1012(a) of Regulation M-A or Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to any tender offer commenced by another Person constituting a Company Acquisition Proposal, or knowingly facilitate (iii) from making any disclosure to the Company Shareholders required (after consultation with outside legal counsel) under U.S. federal or encourage state Law, the UK Market Abuse Regulation or any effort other applicable Law; provided, that this Section 6.3(e) shall not permit the Company or attempt by any Person the Company Board to do or seek to do any make an Adverse Recommendation Change except as expressly set forth in this Section 6.3. It is agreed that none of the foregoingactions contemplated by this Section 6.3(e), if taken, shall be considered an Adverse Recommendation Change and such actions shall not require the giving of notice or compliance with the procedures set forth in Section 6.3(d). (f) For purposes of this Agreement:

Acquisition Proposals and Alternative Transactions. (a) During the Interim Periodperiod between the date hereof and the Closing, Purchaser will not, and it will cause its Affiliates and its and their respective Representatives not to, directly or indirectly: (a) solicit, initiate, submit, facilitate (including by means of furnishing or disclosing information), discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Purchaser Acquisition Proposal; (b) furnish or disclose any non-public information to any Person person or entity in connection with or that could reasonably be expected to lead to a Purchaser Acquisition Proposal; (c) enter into any agreement, arrangement or understanding regarding a Purchaser Acquisition Proposal or (d) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing. (b) During the Interim Periodperiod between the date hereof and the Closing, Seller the Sellers, FGH and the Company will not, and each will cause their Affiliates and their respective Representatives not to, directly or indirectly: (a) solicit, initiate, submit, facilitate (including by means of furnishing or disclosing information), discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Seller Company Acquisition Proposal; (b) furnish or disclose any non-public information to any Person person or entity in connection with or that could reasonably be expected to lead to a Seller Company Acquisition Proposal; (c) enter into any agreement, arrangement or understanding regarding a Seller Company Acquisition Proposal or (d) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing.

Acquisition Proposals and Alternative Transactions. (a) During the Interim Period, Purchaser will the Company and the Acquisition Entities shall not, and it will they shall cause its Affiliates and its and their respective Representatives not to, directly or indirectly: (a) solicit, initiate, submit, facilitate (including by means of furnishing or disclosing information), discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Purchaser Acquisition Proposal; (b) furnish or disclose any non-public information to any Person in connection with or that could reasonably be expected to lead to a Purchaser Acquisition Proposal; (c) enter into any agreement, arrangement or understanding regarding a Purchaser Acquisition Proposal or (d) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing. (b) During the Interim Period, Seller will not, and each will cause their Applicable Controlled Affiliates and their respective Representatives not to, directly or indirectly: (a) solicit, initiate, submit, facilitate (including by means of furnishing or disclosing information), discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with any third party (including any Competing SPAC) with respect to a Seller Company Acquisition Proposal; (b) furnish or disclose any non-public information to any Person third party (including to any Competing SPAC) in connection with or that could would reasonably be expected to lead to a Seller Company Acquisition Proposal; (c) enter into any agreement, arrangement or understanding with any third party (including a Competing SPAC) regarding a Seller Company Acquisition Proposal Proposal; or (d) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Company shall, and shall cause its Affiliates, the Company Shareholders, and its and their respective Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Company Acquisition Proposal. The Company shall notify SPAC of any submissions, proposals or offers made with respect to a Company Acquisition Proposal and provide copies of any such submissions, proposals, or offers to SPAC, as soon as practicable following the Company’s awareness thereof (but no later than two (2) Business Days following the Company’s receipt thereof). Without limiting the foregoing, the parties hereto agree that any violation of the restrictions set forth in this Section 6.3 by the Company or any of its Subsidiaries, any of the Acquisition Entities, or any of their respective Affiliates or Representatives shall be deemed to be a breach of this Section 6.3 by such party.

Acquisition Proposals and Alternative Transactions. (a) During the Interim Period, Purchaser Goal will not, and it will cause its Affiliates and its and their respective Representatives not to, directly or indirectly: (a) solicit, initiate, submit, facilitate (including by means of furnishing or disclosing information), discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Purchaser Goal Acquisition Proposal; (b) furnish or disclose any non-public information to any Person in connection with or that could reasonably be expected to lead to a Purchaser Goal Acquisition Proposal; (c) enter into any agreement, arrangement or understanding regarding a Purchaser Goal Acquisition Proposal or (d) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing. (b) During the Interim Period, Seller DV will not, and each will cause their Affiliates the other DV Entities and their respective Affiliates and Representatives not to, directly or indirectly: (a) solicit, initiate, submit, facilitate (including by means of furnishing or disclosing information), discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Seller DV Acquisition Proposal; (b) furnish or disclose any non-public information to any Person in connection with or that could reasonably be expected to lead to a Seller DV Acquisition Proposal; (c) enter into any agreement, arrangement or understanding regarding a Seller DV Acquisition Proposal or (d) otherwise cooperate with, assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing.

Acquisition Proposals and Alternative Transactions. (a) During the Interim Period, Purchaser will except as expressly permitted by this Section 6.3 or as contemplated by the Transaction Documents, the Company shall not, and it will shall cause its Affiliates each Group Company and its and their respective Representatives not to, directly or indirectly: (a) solicit, initiate, submit, facilitate (including by means of furnishing or disclosing information), discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with any third-party (including any Competing SPAC) with respect to a Purchaser Company Acquisition Proposal; (b) furnish or disclose any non-public information to any Person third-party (including to any Competing SPAC) in connection with or that could reasonably be expected to lead to a Purchaser Company Acquisition Proposal; (c) enter into any agreement, arrangement or understanding with any third party (including a Competing SPAC) regarding a Purchaser Company Acquisition Proposal Proposal; (d) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company, or a newly-formed holding company or Subsidiary of any Group Company, or (de) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing. (b) During Notwithstanding anything to the Interim Periodcontrary in Section 6.3(a), Seller will notif at any time following the date hereof and prior to the earlier of the Company’s receipt of the Company Shareholder Approval or the date, and each will cause their Affiliates and if any, on which this Agreement is validly terminated pursuant to Section 10.1, any Group Company or any of their respective Representatives receives a bona fide unsolicited written Company Acquisition Proposal (which Company Acquisition Proposal was first made after the date hereof and did not to, directly or indirectly: (a) solicit, initiate, submit, facilitate (including by means result from a material breach of furnishing or disclosing informationthis Section 6.3), discuss the Company and its Representatives may, prior to (but not after) the Company’s receipt of the Company Shareholder Approval, subject to providing CGAC prior written notice of such Company Acquisition Proposal in accordance with Section 6.3(c), take the actions set forth in subsections (i) and (ii) of this Section 6.3(b) if the Company Board has determined in good faith (after consultation with its financial advisors and outside legal counsel), that such Company Acquisition Proposal constitutes or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Seller Acquisition Proposal; (b) furnish or disclose any non-public information to any Person in connection with or that could would reasonably be expected to lead to a Seller Superior Proposal and (after consultation with its outside legal counsel) that the failure to take such action would be in breach of the directors’ exercise of their fiduciary duties under applicable Law: (i) furnish non-public information to and afford access to the business, employees, officers, Contracts, properties, assets, books and records of the Group Companies to the Person who made such Company Acquisition ProposalProposal and such Person’s Representatives pursuant to (but only pursuant to) one or more Acceptable Confidentiality Agreements (provided that the Company has furnished, made available or provided access to CGAC to any such non-public information (to the extent not previously furnished, made available or provided to CGAC or its Representatives) prior to, concurrent with or within twenty-four (24) hours after such information or access is furnished or afforded to such Person or its Representatives); and (ii) enter into, or otherwise participate in, any discussions or negotiations with any Person and such Person’s Representatives regarding such Company Acquisition Proposal pursuant to (but only pursuant to) one or more Acceptable Confidentiality Agreements. (c) enter into Promptly (but in no event more than forty-eight (48) hours) following receipt of any agreementinquiry, arrangement indication of interest or understanding regarding a Seller proposal that constitutes, or would reasonably be expected to lead to, any Company Acquisition Proposal from and after the Original BCA Date and prior to the earlier of the Initial Merger Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 10.1, the Company shall advise CGAC of the receipt of such inquiry, indication of interest or proposal and the terms and conditions of any such Company Acquisition Proposal (other than, in each case, the identity of the Person making any such inquiry, indication of interest, proposal or Company Acquisition Proposal), and the Company shall as promptly as reasonably practicable after so advising CGAC provide to CGAC to the extent permitted: a copy of such inquiry, indication of interest, proposal or Company Acquisition Proposal and all related material documentation, if in writing which may redact the identity of the Person making such Company Acquisition Proposal. With respect to any Company Acquisition Proposal described in the immediately preceding sentence the Company shall keep CGAC reasonably informed on a current basis of material changes or modifications to the terms of any such Company Acquisition Proposal. (d) otherwise cooperate withNotwithstanding anything herein to the contrary, assist at any time prior to the earlier of the Company’s receipt of the Company Shareholder Approval or participate inthe date, if any, on which this Agreement is validly terminated pursuant to Section 10.1 (i) if and only if (x) the Company receives a bona fide unsolicited written Company Acquisition Proposal (which Company Acquisition Proposal did not result from a material breach of this Section 6.3) that the Company Board determines in good faith, after consultation with its outside legal counsel and financial advisors, constitutes a Superior Proposal, and (y) the Company Board determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would be a breach of the directors’ fiduciary duties under applicable Law, then the Company Board may make an Adverse Recommendation Change and terminate this Agreement pursuant to Section 10.1(d) to enter into a definitive agreement with respect to such Superior Proposal; and (ii) if and only if in response to an Intervening Event, the Company Board has determined in good faith, after consultation with its outside legal counsel, that the failure to take such action would be a breach of the directors’ fiduciary duties under applicable Law, then the Company Board may make an Adverse Recommendation Change contemplated by clause (B) of the definition of Adverse Recommendation Change; provided, in each case that the Company Board may not make any Adverse Recommendation Change or terminate this Agreement pursuant to this Section 6.3(d) unless: (A) the Company shall have first provided prior written notice to CGAC (which notice shall not constitute an Adverse Recommendation Change or termination of this Agreement) (the “Notice”), at least four (4) Business Days in advance of the Company’s or the Company Board’s intention to take any action permitted under this Section 6.3(d), which Notice shall specify (x) in the case of a proposed Adverse Recommendation Change pursuant to Section 6.3(d)(A), the material terms and conditions of any Superior Proposal and, if applicable, include a copy of the most current draft of any acquisition agreement and any other material documents with respect to the Superior Proposal that include any terms and conditions of the Superior Proposal that are not set forth in such draft, and (y) in the case of a proposed Adverse Recommendation Change pursuant to Section 6.3(d)(B), the basis therefor, including a reasonably detailed description of the Intervening Event; and (B) prior to making an Adverse Recommendation Change or terminating this Agreement to enter into a definitive agreement with respect to a Superior Proposal, (a) the Company shall, and shall use reasonable best efforts to cause its Representatives to, during the period beginning the date the Notice is given and ending at 5:00 pm (Eastern Time) on the fourth (4th) Business Day after the date such Notice is given (the “Negotiation Period”), negotiate with CGAC in good faith (solely to the extent CGAC desires to negotiate) to make such adjustments in the terms and conditions of this Agreement and consider any other proposals or offers (if any) made by CGAC, and (b) after considering such negotiated adjustments and any proposals or offers made by CGAC during such Negotiation Period, the Company Board shall have determined (x) after consultation with its financial advisors and outside legal counsel that in the case of an Adverse Recommendation Change or termination of this Agreement pursuant to Section 6.3(d)(A), such Company Acquisition Proposal continues to constitute a Superior Proposal, and (y) after consultation with its outside legal counsel that in the case of an Adverse Recommendation Change or termination of this Agreement pursuant to Section 6.3(d)(A) or an Adverse Recommendation Change pursuant to Section 6.3(d)(B), that the failure to take such action would be a breach of the directors’ fiduciary duties under applicable Law. In the event of any revisions to a Company Acquisition Proposal constituting a Superior Proposal, the Company shall be required to deliver a new written notice to CGAC and to comply with the requirements of this Section 6.3 with respect to such new written notice, except that references to the four (4) Business Day period above shall be deemed to be references to a two (2) Business Day period. In the event of any material change to the facts or circumstances relating to the Intervening Event, the Company shall be required to deliver reasonably prompt written notice of such material change (which notice shall include a reasonably detailed description of such material change) and to comply with the requirements of this Section 6.3(d) with respect to such new written notice, including that the Company will provide CGAC with an additional two (2) Business Day period prior to making an Adverse Recommendation Change, and such period shall begin upon the date of CGAC’s receipt of the notice of such material change. For the avoidance of doubt, if CGAC, within four (4) Business Days (or two (2) Business Days, in the event of a new written notice following material revisions to a Superior Proposal) following its receipt of a Superior Proposal notice makes an offer that, as determined in good faith by the Company Board (after consultation with its outside legal counsel and financial advisors) results in the applicable Company Acquisition Proposal no longer being a Superior Proposal, then the Company shall have no right to terminate this Agreement pursuant to Section 10.1(d) as a result of such Company Acquisition Proposal. (e) Nothing contained in this Agreement shall prevent the Company or the Company Board from (i) issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) under the Exchange Act, (ii) disclosing to the Company Shareholders a position contemplated by Item 1012(a) of Regulation M-A or Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to any tender offer commenced by another Person constituting a Company Acquisition Proposal, or knowingly facilitate (iii) from making any disclosure to the Company Shareholders required (after consultation with outside legal counsel) under U.S. federal or encourage state Law, the UK Market Abuse Regulation or any effort other applicable Law; provided, that this Section 6.3(e) shall not permit the Company or attempt by any Person the Company Board to do or seek to do any make an Adverse Recommendation Change except as expressly set forth in this Section 6.3. It is agreed that none of the foregoingactions contemplated by this Section 6.3(e), if taken, shall be considered an Adverse Recommendation Change and such actions shall not require the giving of notice or compliance with the procedures set forth in Section 6.3(d). (f) For purposes of this Agreement: