Common use of Acquisition Proposals; Board Recommendation Clause in Contracts

Acquisition Proposals; Board Recommendation. (a) The Company agrees that it shall not, nor shall it permit any Company Subsidiary to, nor shall it authorize or knowingly permit any officer, director, employee, investment banker, attorney, accountant, agent or other advisor or representative of the Company or any Company Subsidiary, directly or indirectly, to (i) solicit or initiate the submission of any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or take any other action knowingly to facilitate any inquiries or the making of any proposal that constitutes or that would reasonably be expected to lead to any Acquisition Proposal, (iii) grant any waiver or release under any standstill or similar agreement with respect to any class of the Company's equity securities or (iv) enter into any agreement with respect to any Acquisition Proposal; provided, however, that if the Company receives an unsolicited Acquisition Proposal from a Third Party that the Company's Board of Directors or the Special Committee determines in good faith is or could reasonably be expected to lead to the delivery of a Superior Proposal from that Third Party, the Company may, subject to compliance with the other provisions of this Section 6.3, furnish information to, and engage in discussions and negotiations with, such Third Party with respect to its Acquisition Proposal ("Permitted Actions"). Notwithstanding the foregoing, the Board of Directors shall not take any Permitted Actions unless the Company provides Acquiror with reasonable advance notice thereof.

Acquisition Proposals; Board Recommendation. (a) The Company agrees that it shall not, nor shall it permit any Company Subsidiary to, nor shall it authorize or knowingly permit any officer, director, employee, investment banker, attorney, accountant, agent or other advisor or representative of the Company or any Company Subsidiary, directly or indirectly, to (i) solicit solicit, initiate or initiate otherwise knowingly encourage the submission of any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or take any other action knowingly to facilitate any inquiries or the making of any proposal that constitutes constitutes, or that would reasonably be expected to lead to to, any Acquisition Proposal, (iii) grant any waiver or release under any standstill or similar agreement with respect to any class or series of the Company's ’s equity securities to the extent such waiver or release would permit the other party or parties to such agreement to actually acquire such securities or approve any matter for purposes of Section 203 of the DGCL with respect to any Third Party (for the avoidance of doubt, a waiver or release under such agreement that solely permits a proposal or offer, including, without limitation, an Acquisition Proposal, would not violate this clause (iii)) or (iv) enter into any agreement with respect to any Acquisition Proposal; provided, however, that if the Company receives an unsolicited Acquisition Proposal from a Third Party that the Company's ’s Board of Directors or the Special Committee determines in good faith is or could reasonably be expected to lead to the delivery of a Superior Proposal from that Third Party, the Company may, subject to compliance with all the other provisions of this Section 6.3, furnish information to, to and engage in discussions and negotiations with, with such Third Party with respect to its Acquisition Proposal ("“Permitted Actions"). Notwithstanding ”) if and only to the foregoingextent that, the Board of Directors or the Special Committee, by majority vote, concludes in good faith, after consultation with outside financial advisors and legal advisors, that, as a result of such Acquisition Proposal, such Permitted Action is necessary for the Board of Directors or the Special Committee to act in a manner consistent with their respective fiduciary duties under applicable Law. The Board of Directors of the Company or the Special Committee shall not take provide Acquiror with prompt notice (but in no event later than the next day) of its engaging in any Permitted Actions unless the Company provides Acquiror with reasonable advance notice thereofActions.

Acquisition Proposals; Board Recommendation. (a) The Company agrees that it shall not, nor shall it permit any Company Subsidiary to, nor shall it authorize or knowingly permit any officer, director, employee, investment banker, attorney, accountant, agent or other advisor or representative of the Company or any Company Subsidiary, directly or indirectly, to (i) solicit take any action to solicit, initiate or initiate facilitate or encourage the submission of any Acquisition Proposal, (ii) participate engage in any discussions or negotiations regarding, or furnish to any Person any non-public information with respect to, or take any other action knowingly to facilitate any inquiries or the making of any proposal that constitutes constitutes, or that would may be reasonably be expected to lead to to, any Acquisition Proposal, (iii) grant any waiver or release under any standstill or similar agreement with respect to any class of the Company's equity securities or (iv) enter into any agreement with respect to any Acquisition Proposal, other than in the manner contemplated by Section 6.3(d); provided, however, that if the Company receives an unsolicited may take any actions described in the foregoing clauses (i), (ii), (iii), or (iv) in respect of any Person who makes a bona fide Acquisition Proposal from a Third Party that Proposal, but only if (x) the Company's Board of Directors or of the Special Committee Company determines in good faith (after receipt of advice of its outside legal counsel) that it is required to take such actions in order to comply with its fiduciary duties under applicable law and (y) prior to furnishing any non-public information to such Person, such Person shall have entered into a confidentiality agreement with the Company on terms no less favorable to the Company than the Confidentiality Agreement between the Company and Parent dated as of January 5, 1999. The Company shall cease and cause to be terminated immediately all existing discussions or negotiations, if any, with any Persons conducted heretofore with respect to, or that could be reasonably be expected to lead to the delivery of a Superior Proposal from that Third Party, the Company may, subject to compliance with the other provisions of this Section 6.3, furnish information to, and engage in discussions and negotiations with, such Third Party with respect to its any Acquisition Proposal ("Permitted Actions"). Notwithstanding the foregoing, the Board of Directors shall not take any Permitted Actions unless the Company provides Acquiror with reasonable advance notice thereofProposal.

Acquisition Proposals; Board Recommendation. (a) The Company agrees will, and will direct and use reasonable efforts to cause its directors, officers, employees, representatives and agents to, immediately cease any discussions or negotiations with any parties that it shall may be ongoing with respect to an Acquisition Proposal. The Company will not, nor shall will it permit any Company Subsidiary of its Subsidiaries to, nor shall will it authorize or knowingly permit any officerof its directors, directorofficers, employee, or employees or any investment banker, financial advisor, attorney, accountant, agent accountant or other advisor or representative of the Company retained by it or any Company Subsidiaryof its Subsidiaries to, directly or indirectly, to (i) solicit solicit, initiate or initiate knowingly encourage (including by way of furnishing confidential information), or take any other action knowingly to facilitate, any inquiries or the submission making of any proposal which constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, Proposal or (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or take any other action knowingly to facilitate any inquiries or the making of any proposal that constitutes or that would reasonably be expected to lead to any Acquisition Proposal, (iii) grant any waiver or release under any standstill or similar agreement with respect to any class of the Company's equity securities or (iv) enter into any agreement with respect to regarding any Acquisition Proposal; provided, however, that if if, the Board of Directors of the Company receives an unsolicited Acquisition Proposal from a Third Party determines in good faith, after consultation with outside counsel, that it is necessary to do so in order to comply with its fiduciary duties to the Company's Board of Directors or the Special Committee determines in good faith is or could reasonably be expected to lead to the delivery of a Superior Proposal from that Third Partystockholders under applicable law, the Company may, in response to an Acquisition Proposal that was not solicited subsequent to the date hereof, and subject to compliance with the other provisions of this Section 6.37.3(c), (x) furnish information to, to any person pursuant to a customary confidentiality agreement (as determined by the Company after consultation with its outside counsel) and engage (y) participate in discussions and or negotiations with, regarding such Third Party with respect to its Acquisition Proposal ("Permitted Actions"). Notwithstanding the foregoing, the Board of Directors shall not take any Permitted Actions unless the Company provides Acquiror with reasonable advance notice thereofProposal.

Acquisition Proposals; Board Recommendation. (a) The Company ANFI agrees that it shall not, nor shall it permit any Company Subsidiary of its Subsidiaries to, nor shall it authorize or knowingly permit any officer, director, employee, investment banker, attorney, accountant, agent or other advisor or representative of the Company ANFI or any Company Subsidiaryof its Subsidiaries, directly or indirectly, to (i) solicit take any action to solicit, initiate or initiate facilitate or encourage the submission of any Acquisition Proposal, (ii) participate engage in any discussions or negotiations regarding, or furnish to any Person any non-public information with respect to, or take any other action knowingly to facilitate any inquiries or the making of any proposal that constitutes constitutes, or that would may be reasonably be expected to lead to to, any Acquisition Proposal, (iii) grant any waiver or release under any standstill or similar agreement with respect to any class of the CompanyANFI's equity securities or (iv) other than in the manner contemplated by Section 6.3(d), enter into any agreement with respect to any Acquisition Proposal; provided, however, that ANFI may take any actions described in the foregoing clauses (i), (ii), (iii), or (iv) in respect of any Person who makes an Acquisition Proposal, but only if (x) the Company receives an unsolicited Acquisition Proposal from a Third Party that the Company's Board of Directors or the Special Committee of ANFI by a majority vote determines in its good faith is judgment that either (A) such Acquisition Proposal constitutes a Superior Proposal and provides written notice of termination of this Agreement in accordance with Section 6.3(d) and Section 10.1, or (B) such Acquisition Proposal could reasonably be expected to lead to the delivery of result in a Superior Proposal from that Third Party, the Company may, subject to compliance with the other provisions of this Section 6.3, furnish information toProposal, and engage in discussions and negotiations with(y) prior to furnishing any non-public information to such Person, such Third Party Person shall have entered into a confidentiality agreement with respect ANFI agreeing to its Acquisition Proposal ("Permitted Actions"). Notwithstanding the foregoing, the Board of Directors shall not take keep confidential any Permitted Actions unless the Company provides Acquiror with reasonable advance notice thereofnon-public information received.

Acquisition Proposals; Board Recommendation. (a) The Company agrees that it shall not, nor shall it permit any Company Subsidiary of its Subsidiaries to, nor shall it authorize or knowingly permit any officer, director, employee, investment banker, attorney, accountant, agent or other advisor or representative of the Company or any Company Subsidiaryof its Subsidiaries, directly or indirectly, to (i) solicit take any action to solicit, initiate or initiate facilitate or encourage the submission of any Acquisition Proposal, (ii) participate engage in any discussions or negotiations regarding, or furnish to any Person any non-public information with respect to, or take any other action knowingly to facilitate any inquiries or the making of any proposal that constitutes constitutes, or that would may be reasonably be expected to lead to to, any Acquisition Proposal, (iii) grant any waiver or release under any standstill or similar agreement with respect to any class of the Company's equity securities or (iv) other than in the manner contemplated by Section 6.3(d), enter into any agreement with respect to any Acquisition Proposal; provided, however, that if the Company receives may take any actions described in the foregoing clauses (i), (ii), (iii), or (iv) in respect of any Person who makes an unsolicited Acquisition Proposal from a Third Party that Proposal, but only if (x) the Company's Board of Directors or of the Special Committee Company by a majority vote determines in its good faith is judgment that either (A) such Acquisition Proposal constitutes a Superior Proposal and provides written notice of termination of this Agreement in accordance with Section 6.3(d) and Section 10.1, or (B) such Acquisition Proposal could reasonably be expected to lead result in a Superior Proposal, and (y) prior to furnishing any non-public information to such Person, such Person shall have entered into a confidentiality agreement with the Company on terms no less favorable to the delivery of a Superior Proposal from that Third Party, Company than the Confidentiality Agreement between the Company mayand Fidelity dated as of June 24, subject to compliance with 1999 (the other provisions of this Section 6.3, furnish information to, and engage in discussions and negotiations with, such Third Party with respect to its Acquisition Proposal ("Permitted ActionsConfidentiality Agreement"). Notwithstanding the foregoing, the Board of Directors shall not take any Permitted Actions unless the Company provides Acquiror with reasonable advance notice thereof.