Common use of By Parent Clause in Contracts

By Parent. Nothing contained in this Agreement shall prevent Parent or its Board of Directors from (i) furnishing information regarding any of the Parent Corporations (including copy of this Section 4.5) to any Person in connection with or in response to a bona fide, unsolicited Acquisition Proposal or engaging in discussions or negotiations with respect thereto if and only to the extent that (A) the Board of Directors of Parent determines in good faith, after consultation with its financial advisor that such Acquisition Proposal is reasonably likely to result in a Superior Offer, (B) the Board of Directors of Parent determines in good faith, after consultation with its outside counsel, including discussions of applicable legal standards under Delaware law, that such action is required in order for the Board of Directors to comply with its fiduciary duties under applicable law, (C) the Person who has requested such information has executed and delivered to Parent a non-disclosure agreement that is not less restrictive than the non-disclosure agreement in effect between Parent and the Company, and (D) Parent has not breached Section 4.5(a)(i), or (ii) complying with Rule 14e-2 and Rule 14d-9 promulgated under the Exchange Act. In addition, nothing in paragraph 4.5(a) above shall prevent the Board of Directors of Parent from recommending a Superior Offer to its stockholders, if the Board determines, after consultation with its outside counsel, including discussions of applicable legal standards under Delaware law, that, in light of such Superior Offer, such recommendation is required in order for the Board of Directors to comply with its fiduciary obligations to Parent's stockholders under applicable law (which determination shall be made in light of a revised proposal, if any, made by the Company prior to the date of such determination); provided however that Parent (i) shall provide the Company with at least 48 hours prior written notice of its intentions to hold any meeting at which Parent's Board of Directors is reasonably expected to consider an Acquisition Proposal, or such lesser amount of time as has been given to the Board in relation to such meeting, and (ii) Parent shall not recommend to its stockholders a Superior Offer for at least two business days after Parent has provided Parent with the material terms of such Superior Offer.

By Parent. Nothing (i) if, due to an occurrence, not involving a breach by Parent or Purchaser of their obligations hereunder, which makes it impossible to satisfy any of the conditions set forth in Annex A hereto, Parent, Pur- (ii) if, prior to the purchase of Shares by Purchaser pursuant to the Offer, the Company Board of Directors shall have withdrawn, modified or changed in a manner adverse to Parent or Purchaser its approval or recommendation of the Offer, this Agreement or the Merger or shall have recommended an Acquisition Proposal or shall have executed an agreement in principle or definitive agreement relating to an Acquisition Proposal or similar business combination with a Person other than Parent, Purchaser or their Affiliates; (iii) if, prior to the purchase of Shares pursuant to the Offer, the Company shall have breached any representation, warranty, covenant or other agreement contained in this Agreement shall prevent Parent or its Board of Directors from (i) furnishing information regarding any of the Parent Corporations (including copy of this Section 4.5) to any Person in connection with or in response to a bona fide, unsolicited Acquisition Proposal or engaging in discussions or negotiations with respect thereto if and only which would give rise to the extent that failure of a condition set forth in paragraph (Af) or (g) of Annex A hereto, which breach cannot be or has not been cured within 15 days after the Board giving of Directors of written notice by Parent determines in good faith, after consultation with its financial advisor that such Acquisition Proposal is reasonably likely to result in a Superior Offer, (B) the Board of Directors of Parent determines in good faith, after consultation with its outside counsel, including discussions of applicable legal standards under Delaware law, that such action is required in order for the Board of Directors to comply with its fiduciary duties under applicable law, (C) the Person who has requested such information has executed and delivered to Parent a non-disclosure agreement that is not less restrictive than the non-disclosure agreement in effect between Parent and the Company; or (iv) if, and (D) Parent has not breached Section 4.5(a)(i), or (ii) complying with Rule 14e-2 and Rule 14d-9 promulgated under the Exchange Act. In addition, nothing in paragraph 4.5(a) above shall prevent the Board of Directors of Parent from recommending a Superior Offer to its stockholders, if the Board determines, after consultation with its outside counsel, including discussions of applicable legal standards under Delaware law, that, in light of such Superior Offer, such recommendation is required in order for the Board of Directors to comply with its fiduciary obligations to Parent's stockholders under applicable law (which determination shall be made in light of a revised proposal, if any, made by the Company prior to the date purchase of such determination); provided however that Parent Shares pursuant to the Offer, Major Shareholder shall have breached any representation, warranty, covenant or other agreement contained in the Stock Tender Agreement which would give rise to the failure of a condition set forth in paragraph (ih) shall provide of Annex A hereto, which breach cannot be or has not been cured within 15 days after the Company with at least 48 hours prior giving of written notice by Parent to the Company; or (v) if, prior to the purchase of its intentions Shares pursuant to hold the Offer, there shall have been entered any meeting at which Parent's Board injunction with respect to the performance by Major Shareholder or the Trustees of Directors is reasonably expected their respective obligations set forth in the Stock Tender Agreement relating to consider the tendering of the Shares beneficially owned by the Major Shareholder in the Offer, the granting of an Acquisition Proposaloption to Parent to purchase the Shares beneficially owned by the Major Shareholder or the granting of a proxy with respect to, or such lesser amount of time as the agreement to vote, the Shares beneficially owned by the Major Shareholder, which judgment, order or injunction has not been given withdrawn or rendered inapplicable to the Board in relation to such meetingobligations of the Major Shareholder or the Trustees under the Stock Tender Agreement within 15 days of being so enacted, and (ii) entered, enforced, promulgated or deemed applicable; provided, however, that Parent shall not recommend be entitled to its stockholders a Superior terminate this Agreement pursuant to this Section 47 52 7.1(b)(v) until after the initial scheduled expiration date of the Offer for at least two business days after Parent has provided Parent with and if the material terms Minimum Condition is otherwise satisfied as of such Superior Offerdate.

By Parent. Nothing contained in this Agreement shall prevent Parent or its Board of Directors from (i) furnishing Parent shall not, and shall cause its Subsidiaries not to, and shall not authorize or permit its and its Subsidiaries’ Representatives to, directly or indirectly, solicit, initiate or knowingly take any action to facilitate or encourage the submission of any Parent Takeover Proposal or the making of any proposal that could reasonably be expected to lead to any Parent Takeover Proposal, or, subject to Section 6.11(b)(ii), (A) conduct or engage in any discussions or negotiations with, disclose any non-public information regarding relating to Parent or any of its Subsidiaries to, afford access to the business, properties, assets, books or records of Parent or any of its Subsidiaries to, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that is seeking to make, or has made, any Parent Takeover Proposal, (B) amend or grant any waiver (other than any wavier, as required by Law, of any “don’t ask don’t waive” provisions of any standstill agreements now in effect) or release under any standstill or similar agreement with respect to any class of equity securities of Parent or any of its Subsidiaries or (C) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other Contract relating to any Parent Takeover Proposal (each, a “Parent Acquisition Agreement”). Subject to Section 6.11(b)(ii), neither Parent Board nor any committee thereof shall fail to make the Parent Board Recommendation, or withdraw, amend, modify or materially qualify, in a manner adverse to the Company, the Parent Board Recommendation, or recommend a Parent Takeover Proposal, fail to recommend against acceptance of any tender offer or exchange offer for the shares of Parent Common Stock constituting a Parent Takeover Proposal within ten (10) Business Days after the commencement of such offer, or make any public statement inconsistent with Parent Board Recommendation, or resolve or agree to take any of the foregoing actions (any of the foregoing, a “Parent Corporations (including copy Adverse Recommendation Change”). Parent shall, and shall cause its Subsidiaries to cease immediately and cause to be terminated, and shall not authorize or knowingly permit any of this Section 4.5) its or their Representatives to continue, any and all existing activities, discussions or negotiations, if any, with any third party conducted prior to the date hereof with respect to any Person Parent Takeover Proposal and shall use its reasonable best efforts to cause any such third party (or its agents or advisors) in possession of non-public information in respect of Parent or any of its Subsidiaries that was furnished by or on behalf of Parent and its Subsidiaries in connection with a Parent Takeover Proposal to return or destroy (and confirm destruction of) all such information. (ii) Notwithstanding Section 6.11(b)(i), prior to the receipt of Parent Stockholder Approval, Parent Board, directly or indirectly through any Representative, may, subject to Sections 6.11(b)(iii) and 6.11(b)(iv) (i) participate in response to negotiations or discussions with any Third Party that has made (and not withdrawn) a bona fide, unsolicited Acquisition Parent Takeover Proposal in writing that Parent Board believes in good faith, after consultation with outside legal counsel and Parent Financial Advisor, constitutes or engaging would reasonably be expected to result in discussions a Parent Superior Proposal, (ii) thereafter furnish to such third party non-public information relating to Parent or negotiations with respect thereto any of its Subsidiaries pursuant to an executed confidentiality agreement that constitutes an Acceptable Confidentiality Agreement; provided, that any non-public information relating to Parent or any of its Subsidiaries made available to such third party shall have been previously made available to Parent or is made available to Parent prior to, or concurrent with, the time such information is made available to such third party, (iii) following receipt of and on account of a Parent Superior Proposal, make a Parent Adverse Recommendation Change, and/or (iv) take any action related to such Parent Takeover Proposal that any court of competent jurisdiction orders Parent to take (which order remains unstayed), but in each case referred to in the foregoing clauses (i) through (iii), only if and only to the extent that (A) the Parent Board of Directors of Parent determines in good faith, after consultation with outside legal counsel, that the failure to take such action would reasonably be expected to cause Parent Board to be in breach of its fiduciary duties under applicable Law. Nothing contained herein shall prevent Parent Board from disclosing to Parent’s stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act with regard to a Parent Takeover Proposal, if Parent determines, after consultation with outside legal counsel, that failure to disclose such position would constitute a violation of applicable Law. (iii) Parent Board shall not take any of the actions referred to in clauses (i) through (iv) of Section 6.11(b)(ii) unless Parent shall have delivered to the Company a prior written notice advising the Company that it intends to take such action. Parent shall notify the Company promptly (but in no event later than twenty-four (24) hours) after it obtains Knowledge of the receipt by Parent (or any of its Representatives) of any bona fide Parent Takeover Proposal, any inquiry that would reasonably be expected to lead to a Parent Takeover Proposal, any request for non-public information relating to Parent or any of its Subsidiaries or any request for access to the business, properties, assets, books or records of Parent or any of its Subsidiaries by any third party in connection with a Parent Takeover Proposal. In such notice, Parent shall identify the Third Party making, and details of the material terms and conditions of, any such Parent Takeover Proposal, indication or request. Parent shall keep Parent informed, on a reasonably current basis, of the status and material terms of any such Parent Takeover Proposal, indication or request, including any material amendments or proposed amendments as to price and other material terms thereof. Parent shall provide Parent with at least forty-eight (48) hours prior notice of any meeting of Parent Board (or such lesser notice as is provided to the members of Parent Board) at which Parent Board is reasonably expected to consider any Parent Takeover Proposal. Parent shall promptly provide Parent with a list of any non-public information concerning Parent’s business, present or future performance, financial advisor condition or results of operations, made available to any third party, and, to the extent such information has not been previously made available to Parent, copies of such information. (iv) Except as set forth in this Section 6.11(b)(iv), Parent Board shall not make any Parent Adverse Recommendation Change or enter into (or permit any Subsidiary to enter into) a Parent Acquisition Agreement. Notwithstanding the foregoing, at any time prior to the receipt of Parent Stockholder Approval, Parent Board may make a Parent Adverse Recommendation Change or enter into (or permit any Subsidiary to enter into) a Parent Acquisition Agreement, if: (i) Parent promptly notifies the Company, in writing, at least four (4) Business Days (the “Parent Notice Period”) before making a Parent Adverse Recommendation Change or entering into (or causing a Subsidiary to enter into) a Parent Acquisition Agreement, of its intention to take such action with respect to a Parent Superior Proposal, which notice shall state expressly that Parent has received a Parent Takeover Proposal that Parent Board intends to declare a Parent Superior Proposal and that Parent Board intends to make a Parent Adverse Recommendation Change and/or Parent intends to enter into a Parent Acquisition Agreement; (ii) Parent attaches to such notice the most current material terms of the proposed agreement (which shall be updated on a prompt basis) and the identity of the third party making such Parent Superior Proposal; (iii) Parent shall, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause its and its Subsidiaries’ Representatives to, during the Parent Notice Period, negotiate with the Company in good faith to make such adjustments in the terms and conditions of this Agreement so that such Acquisition Parent Takeover Proposal ceases to constitute a Parent Superior Proposal, if the Company, in its discretion, definitively proposes to make such adjustments (it being agreed that in the event that, after commencement of the Parent Notice Period, there is reasonably likely any material revision to result the terms of a Parent Superior Proposal, including, any revision in a Superior Offerprice, the Parent Notice Period shall be extended, if applicable, to ensure that at least two (B2) Business Days remain in the Parent Notice Period subsequent to the time Parent notifies Parent of any such material revision (it being understood that there may be multiple extensions)); and (iv) Parent Board of Directors of Parent determines in good faith, after consultation consulting with outside legal counsel and its outside counsel, including discussions of applicable legal standards under Delaware lawParent Financial Advisor, that such action is required in order for the Board of Directors Parent Takeover Proposal continues to comply with its fiduciary duties under applicable law, (C) the Person who has requested such information has executed and delivered to constitute a Parent a non-disclosure agreement that is not less restrictive than the non-disclosure agreement in effect between Parent and the Company, and (D) Parent has not breached Section 4.5(a)(i), or (ii) complying with Rule 14e-2 and Rule 14d-9 promulgated under the Exchange Act. In addition, nothing in paragraph 4.5(a) above shall prevent the Board of Directors of Parent from recommending a Superior Offer to its stockholders, if the Board determines, Proposal after consultation with its outside counsel, including discussions of applicable legal standards under Delaware law, that, in light of such Superior Offer, such recommendation is required in order for the Board of Directors to comply with its fiduciary obligations to Parent's stockholders under applicable law (which determination shall be made in light of a revised proposal, if any, taking into account any adjustments made by the Company prior to during the date Parent Notice Period in the terms and conditions of such determination); provided however that Parent (i) shall provide the Company with at least 48 hours prior written notice of its intentions to hold any meeting at which Parent's Board of Directors is reasonably expected to consider an Acquisition Proposal, or such lesser amount of time as has been given to the Board in relation to such meeting, and (ii) Parent shall not recommend to its stockholders a Superior Offer for at least two business days after Parent has provided Parent with the material terms of such Superior Offerthis Agreement.

By Parent. Nothing (i) From and after the date of this Agreement until the Effective Time or termination of this Agreement pursuant to Article VII, Parent and its subsidiaries will not, nor will they authorize or permit any of their respective officers, directors, affiliates or employees or any investment banker, attorney or other advisor or representative retained by any of them to, directly or indirectly, (A) solicit, initiate, encourage or induce the making, submission or announcement of any Parent Acquisition Proposal (as defined below), (B) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Parent Acquisition Proposal, (C) engage in discussions with any person with respect to any Parent Acquisition Proposal, (D) approve, endorse or recommend any Parent Acquisition Proposal or (E) enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to any Parent Acquisition Transaction (as defined below); provided, however, that nothing contained in this Agreement Section 5.4(b) shall prevent Parent or its prohibit the Board of Directors of Parent from (im) furnishing information regarding complying with Rule 14d-9 or 14e-2(a) promulgated under the Exchange Act with regard to a tender or exchange offer not made after a violation of this Section 5.4(b) or (n) at any time prior to the date of the Parent Corporations (including copy of this Section 4.5) to any Person in connection with or Stockholders' Meeting, in response to a bona fide, unsolicited fide written Parent Acquisition Proposal or received without the prior occurrence of a breach of this Section 5.4(b) that Parent's Board of Directors reasonably concludes constitutes a Parent Superior Proposal (as defined below), engaging in discussions or participating in negotiations with respect thereto if and only furnishing information to the party making such Parent Acquisition Proposal to the extent that (A1) the Board of Directors of Parent determines in good faith, after consultation with its financial advisor that such Acquisition Proposal is reasonably likely to result in a Superior Offer, (B) the Board of Directors of Parent determines in good faith, faith after consultation with its outside counsel, including discussions of applicable legal standards under Delaware law, counsel that such action is required in order for the Board of Directors to comply with its fiduciary duties obligations under applicable lawlaw require it to do so, (2) (x) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such party, Parent gives Company written notice of Parent's intention to furnish nonpublic information to, or enter into discussions or negotiations with, such party and (y) Parent receives from such party an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such party by or on behalf of Parent, and (3) contemporaneously with furnishing any such nonpublic information to such -41- party, Parent furnishes such nonpublic information to Company (to the extent such nonpublic information has not been previously furnished by Parent to Company). Parent and its subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Parent Acquisition Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in this Section 5.4(b) by any officer, director, affiliate or employee of Parent or any of its subsidiaries or any investment banker, attorney or other advisor or representative of Parent or any of its subsidiaries shall be deemed to be a breach of this Section 5.4(b) by Parent. (ii) For purposes of this Agreement, (A) "Parent Acquisition Proposal" shall mean any offer, inquiry or proposal relating to any Parent Acquisition Transaction. For the purposes of this Agreement; (B) "Parent Acquisition Transaction" shall mean any transaction or series of related transactions that (m) is (1) conditioned upon termination of the Merger Agreement or (2) structured in a manner that makes it impossible to consummate such transaction or series of related transactions and the Merger and (n) involves: (x) any acquisition or purchase from Parent by any person or "group" (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) of more than a 15% interest in the total outstanding voting securities of Parent or any of its subsidiaries or any tender offer or exchange offer that if consummated would result in any person or "group" (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) beneficially owning 15% or more of the total outstanding voting securities of Parent or any of its subsidiaries or any merger, consolidation, business combination or similar transaction involving Parent pursuant to which the shareholders of Parent immediately preceding such transaction hold less than 85% of the equity interests in the surviving or resulting entity of such transaction; (y) any sale, lease (other than in the ordinary course of business), exchange, transfer, license (other than in the ordinary course of business), acquisition or disposition of more than 15% of the assets of Parent; or (z) any liquidation, dissolution, recapitalization or other significant corporate reorganization of the Parent; and (C) the Person who has requested such information has executed and delivered "Parent Superior Proposal" shall mean an Parent Acquisition Proposal with respect to Parent a non-disclosure agreement that which (x) if any cash consideration is involved, shall not less restrictive than the non-disclosure agreement in effect between Parent and the Company, and (D) Parent has not breached Section 4.5(a)(i), be subject to any financing contingency or (ii) complying with Rule 14e-2 and Rule 14d-9 promulgated under the Exchange Act. In addition, nothing in paragraph 4.5(a) above shall prevent the Board of Directors of Parent from recommending a Superior Offer respect to its stockholders, if the Board determines, after consultation with its outside counsel, including discussions of applicable legal standards under Delaware law, that, in light of such Superior Offer, such recommendation is required in order for the Board of Directors to comply with its fiduciary obligations to Parent's stockholders under applicable law (which determination shall be made in light of a revised proposal, if any, made by the Company prior to the date of such determination); provided however that Parent (i) shall provide the Company with at least 48 hours prior written notice of its intentions to hold any meeting at which Parent's Board of Directors shall have reasonably determined (based upon the advice of Parent's financial advisors) that the acquiring party is reasonably expected to consider an capable of consummating the proposed Parent Acquisition Proposal, or such lesser amount of time as has been given to Transaction on the Board in relation to such meetingterms proposed, and (iiy) Parent's Board of Directors shall have reasonably determined that the proposed Parent shall not recommend Acquisition Transaction provides greater value to its stockholders the shareholders of Parent than the Merger (based upon a Superior Offer for at least two business days after Parent has provided Parent with the material terms written opinion, subject to customary qualifications, of such Superior OfferParent's financial advisor).

By Parent. Nothing (i) From and after the date of this Agreement until the Effective Time or termination of this Agreement pursuant to Article VII, Parent and its subsidiaries will not, nor will they authorize or permit any of their respective officers, directors, affiliates or employees or any investment banker, attorney or other advisor or representative retained by any of them to, directly or indirectly, (A) solicit, initiate, encourage or induce the making, submission or announcement of any Parent Acquisition Proposal (as defined below), (B) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Parent Acquisition Proposal, (C) engage in discussions with any person with respect to any Parent Acquisition Proposal, (D) approve, endorse or recommend any Parent Acquisition Proposal or (E) enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to any Parent Acquisition Transaction (as defined below); provided, however, that nothing contained in this Agreement Section 5.4(b) shall prevent Parent or its prohibit the Board of Directors of Parent from (im) furnishing information regarding complying with Rule 14d-9 or 14e-2(a) promulgated under the Exchange Act with regard to a tender or exchange offer not made after a violation of this Section 5.4(b) or (n) at any time prior to the date of the Parent Corporations (including copy of this Section 4.5) to any Person in connection with or Stockholders' Meeting, in response to a bona fide, unsolicited fide written Parent Acquisition Proposal or received without the prior occurrence of a breach of this Section 5.4(b) that Parent's Board of Directors reasonably concludes constitutes a Parent Superior Proposal (as defined below), engaging in discussions or participating in negotiations with respect thereto if and only furnishing information to the party making such Parent Acquisition Proposal to the extent that (A1) the Board of Directors of Parent determines in good faith, after consultation with its financial advisor that such Acquisition Proposal is reasonably likely to result in a Superior Offer, (B) the Board of Directors of Parent determines in good faith, faith after consultation with its outside counsel, including discussions of applicable legal standards under Delaware law, counsel that such action is required in order for the Board of Directors to comply with its fiduciary duties under applicable law, (C) the Person who has requested such information has executed and delivered to Parent a non-disclosure agreement that is not less restrictive than the non-disclosure agreement in effect between Parent and the Company, and (D) Parent has not breached Section 4.5(a)(i), or (ii) complying with Rule 14e-2 and Rule 14d-9 promulgated under the Exchange Act. In addition, nothing in paragraph 4.5(a) above shall prevent the Board of Directors of Parent from recommending a Superior Offer to its stockholders, if the Board determines, after consultation with its outside counsel, including discussions of applicable legal standards under Delaware law, that, in light of such Superior Offer, such recommendation is required in order for the Board of Directors to comply with its fiduciary obligations to Parent's stockholders under applicable law require it to do so, (which determination shall be made in light of a revised proposal, if any, made by the Company prior to the date of such determination); provided however that Parent 2) (ix) shall provide the Company with at least 48 hours prior written notice of its intentions to hold any meeting at which Parent's Board of Directors is reasonably expected to consider an Acquisition Proposal, or such lesser amount of time as has been given to the Board in relation to such meeting, and (ii) Parent shall not recommend to its stockholders a Superior Offer for at least two business days after prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such party, Parent gives Company written notice of Parent's intention to furnish nonpublic information to, or enter into discussions or negotiations with, such party and (y) Parent receives from such party an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such party by or on behalf of Parent, and (3) contemporaneously with furnishing any such nonpublic information to such party, Parent furnishes such nonpublic information to Company (to the extent such nonpublic information has provided not been previously furnished by Parent to Company). Parent and its subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Parent Acquisition Proposal. Without limiting the material terms foregoing, it is understood that any violation of such Superior Offer.the restrictions set forth in this Section 5.4(b) by any officer, director, affiliate or employee of Parent or any of its subsidiaries or any investment banker, attorney or other advisor or representative of Parent or any of its subsidiaries shall be deemed to be a breach of this Section 5.4(b)

By Parent. Nothing 15.1.3.1 if the Company breaches or fails to perform any of its representations, warranties or covenants contained in this Agreement shall prevent Parent or its Board of Directors from any Ancillary Agreement, which breach or failure to perform (i) furnishing information regarding any would give rise to the failure of a Parent Closing Condition as set forth in Section 14.2 to be fulfilled and (ii) cannot be cured or, if curable, has not been cured by the date of the Parent Corporations (including copy of this Section 4.5) to Shareholders Approval, or, if occurring after the Shareholders Approval, by the Outside Date; or 15.1.3.2 at any Person in connection with or in response to a bona fide, unsolicited Acquisition Proposal or engaging in discussions or negotiations with respect thereto if and only time prior to the extent that Effective Time, if the Company Board shall have (A) effected an Adverse Recommendation Change, (B) recommended to the Board Company’s shareholders any proposal other than by Parent or Merger Sub in respect of Directors an Acquisition Proposal, or publicly announced its intention to enter into any agreement in respect of Parent determines in good faithany Acquisition Proposal, after consultation with or (C) failed to reaffirm publicly and unconditionally its financial advisor recommendation to the Company’s shareholders that they give the Shareholders Approval within three (3) Business Days of Parent’s written request to do so (which request may be made at any time following public disclosure of an Acquisition Proposal, except that if such Acquisition Proposal is reasonably likely a Superior Proposal and the Company has provided notice to result the Parent of its intention to terminate the Agreement under Section 7.4, such reaffirmation must be made within three (3) Business Days following either (i) an amendment of this Agreement resulting in the relevant Acquisition Proposal ceasing to constitute a Superior Offer, (B) the Board of Directors of Parent determines in good faith, after consultation with its outside counsel, including discussions of applicable legal standards under Delaware law, that such action is required in order for the Board of Directors to comply with its fiduciary duties under applicable law, (C) the Person who has requested such information has executed and delivered to Parent a non-disclosure agreement that is not less restrictive than the non-disclosure agreement in effect between Parent and the Company, and (D) Parent has not breached Section 4.5(a)(i), or (ii) complying with Rule 14e-2 and Rule 14d-9 promulgated under the Exchange Act. In additionexpiration of the Notice Period pursuant to Section 7.4, nothing in paragraph 4.5(a) above shall prevent unless the Board of Directors of Parent from recommending a Superior Offer to its stockholdersCompany rightfully terminates the Agreement), if which public reaffirmation must also include the Board determines, after consultation with its outside counsel, including discussions of applicable legal standards under Delaware law, that, in light unconditional rejection of such Superior Offer, such recommendation is required in order for the Board of Directors to comply with its fiduciary obligations to Parent's stockholders under applicable law (which determination shall be made in light of a revised proposal, Acquisition Proposal; or 15.1.3.3 if any, made by the Company prior to the date of such determination); provided however that Parent (i) shall provide the Company with at least 48 hours prior written notice of its intentions to hold any meeting at which Parent's Board of Directors is reasonably expected to consider after receiving an Acquisition Proposal, the Company shall have violated or such lesser amount breached in any material respect any of time as has been given to its obligations under Section 7 (Non-Solicitation by the Board in relation Company) with respect to such meeting, and (ii) Parent shall not recommend to its stockholders a Superior Offer for at least two business days after Parent has provided Parent with the material terms of such Superior Offer.Acquisition Proposal; or

By Parent. Nothing (e) Notwithstanding anything to the contrary contained in Section 6.3(d), if at any time following the date of this Agreement shall prevent and prior to obtaining the Parent or its Board of Directors from Stockholder Approval, (i) furnishing information regarding any of Parent has received a written Alternative Proposal that the Parent Corporations (including copy of this Section 4.5) to any Person in connection with or in response to a Board believes is bona fide, unsolicited Acquisition Proposal or engaging in discussions or negotiations with respect thereto if and only to the extent that (Aii) the Board of Directors of Parent determines in good faithBoard, after consultation with its financial advisor advisors and outside legal counsel, determines in good faith that (x) such Acquisition Alternative Proposal is constitutes or could reasonably likely be expected to lead to or result in a Superior OfferProposal and (y) failure to take such action would be inconsistent with its duties under applicable Law and (iii) such Alternative Proposal did not result from a material breach of this Section 6.3, then Parent may, subject to clauses (x) and (y) below, (A) furnish information, including confidential information, with respect to Parent and its Subsidiaries to the Person making such Alternative Proposal and (B) participate in discussions or negotiations regarding such Alternative Proposal; provided, however, that (x) Parent and its respective Subsidiaries will not, and will use their reasonable best efforts to cause their respective Representatives not to, disclose any non-public information to such Person unless Parent has, or first enters into, an Acceptable Confidentiality Agreement with such Person and (y) Parent will provide to the Partnership and the Partnership GP non-public information with respect to Parent and its Subsidiaries that was not previously provided or made available to the Partnership or the Partnership GP prior to or substantially concurrently with providing or making available such non-public information to such other Person. (f) Notwithstanding anything to the contrary in this Agreement, at any time prior to obtaining the Parent Stockholder Approval, and subject to compliance in all material respects with this Section 6.3(f), the Parent Board or Parent Special Committee, as the case may be, may (x) make a Parent Adverse Recommendation Change or (y) solely in the case of Directors of Section 6.3(f)(i)(A) terminate this Agreement pursuant to Section 8.1 (c)(iii), in each case: (i) (A) if Parent determines in good faithhas received a written Alternative Proposal that the Parent Board or Parent Special Committee, as the case may be, believes is bona fide, and the Parent Board or Parent Special Committee, as the case may be, after consultation with its financial advisors and outside legal counsel, including discussions of applicable legal standards under Delaware law, determines in good faith that (x) such Alternative Proposal constitutes a Superior Proposal and (y) failure to take such action is required in order for the Board of Directors to comply would be inconsistent with its fiduciary duties under applicable law, (C) the Person who has requested such information has executed and delivered to Parent a non-disclosure agreement that is not less restrictive than the non-disclosure agreement in effect between Parent and the Company, and (D) Parent has not breached Section 4.5(a)(i), Law or (iiB) complying with Rule 14e-2 and Rule 14d-9 promulgated under the Exchange Act. In addition, nothing in paragraph 4.5(a) above shall prevent the Board of Directors of Parent from recommending a Superior Offer response to its stockholders, an Intervening Event if the Parent Board determinesor Parent Special Committee, as the case may be, after consultation with its financial advisors and outside legal counsel, including discussions of applicable legal standards under Delaware law, that, determines in light of good faith that the failure to take such Superior Offer, such recommendation is required in order for the Board of Directors to comply action would be inconsistent with its fiduciary obligations to Parent's stockholders duties under applicable law Law; (which determination shall be made in light of a revised proposalii) if the Parent Board or Parent Special Committee, if anyas the case may be, made by the Company prior to the date of such determination); has provided however that Parent (i) shall provide the Company with at least 48 hours prior written notice of its intentions to hold any meeting at which Parent's Board of Directors is reasonably expected to consider an Acquisition Proposal, or such lesser amount of time as has been given to the Partnership (A) in the case of Section 6.3(f)(i)(A), (x) stating that the Parent Board or Parent Special Committee, as the case may be, after consultation with its financial advisors and outside legal counsel, has determined in relation to good faith that such meeting, Alternative Proposal constitutes a Superior Proposal and (iiy) Parent shall not recommend to its stockholders including a Superior Offer for at least two business days after Parent has provided Parent with description of the material terms of such Alternative Proposal and (B) in the case of Section 6.3(f)(i)(B), specifying in reasonable detail the material events giving rise to the Intervening Event, in the case of each of (A) and (B), at least three (3) days in advance of its intention to take such action with respect to a Parent Adverse Recommendation Change, unless at the time such notice is otherwise required to be given there are less than three (3) days prior to the Parent Stockholder Meeting, in which case the Parent Board or Parent Special Committee, as the case may be, shall provide as much notice as is practicable (it being understood and agreed that any material amendment to the terms of an Alternative Proposal, if applicable, shall require a new notice pursuant to this Section 6.3(f) and a new Parent Notice Period, except that such new Parent Notice Period in connection with any material amendment to the terms of an Alternative Proposal shall be for one (1) day from the time the Partnership receives such notice (as opposed to three (3) days) (the period inclusive of all such days, the “Parent Notice Period”); and (iii) if, during the Parent Notice Period, the Parent Board or Parent Special Committee, as the case may be, has negotiated, and has used its reasonable best efforts to cause its financial advisors and outside legal counsel to negotiate, with the Partnership and the Partnership GP in good faith (to the extent the Partnership and the Partnership GP desire to negotiate) to make such adjustments in the terms and conditions of this Agreement so that the failure to effect such Parent Adverse Recommendation Change would not be inconsistent with its duties under applicable Law; provided, however, that the Parent Board or Parent Special Committee, as the case may be, shall take into account all changes to the terms of this Agreement proposed by the Partnership in determining whether (1) in the case of Section 6.3(f)(i)(A), such Alternative Proposal continues to constitute a Superior OfferProposal or (2) in the case of Section 6.3(f)(i)(B), the failure to effect such Parent Adverse Recommendation Change would not be inconsistent with its duties under applicable Law. (g) For purposes of this Agreement: