Common use of Certain Disclosures Clause in Contracts

Certain Disclosures. Nothing contained in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from taking and disclosing to the Company Stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication in connection with the making or amendment of a tender offer or exchange offer), making a customary “stop-look-and-listen” communication to the Company Stockholders pursuant to Rule 14d-9(f) under the Exchange Act (or any similar communication) or from making disclosures to the Company Stockholders pursuant to applicable securities Laws with regard to the Transactions or an Acquisition Proposal and any communication by the Company or the Company Board pursuant to this Section 5.3(g) shall not be deemed to be a Company Board Recommendation Change; provided, that the foregoing shall in no way eliminate or modify the effect that such disclosure would otherwise have under this Agreement and it being understood that any such statement or disclosure made by the Company Board (or a committee thereof) pursuant to this Section 5.3(g) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of Parent under this Section 5.3, and it being further understood that nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 5.3(e).

Certain Disclosures. Nothing contained in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders pursuant to Rule 14e-2(a14d-9(f) promulgated under the Exchange Act (or any substantially similar communication communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in connection this Section 5.4; (iv) complying with the Company’s disclosure obligations under U.S. federal or state Law with regard to an Acquisition Proposal; or (v) making or amendment of a tender offer or exchange offer), making a customary “stop-look-and-listen” communication any disclosure to the Company Stockholders pursuant unrelated to Rule 14d-9(f) under the Exchange Act (or any similar communication) or from making disclosures to the Company Stockholders pursuant to applicable securities Laws with regard to the Transactions or an Acquisition Proposal and any communication by (including regarding the business, financial condition or results of operations of the Company or and its Subsidiaries) that the Company Board pursuant (or a committee thereof) has determined to this Section 5.3(g) shall not be deemed to be a Company Board Recommendation Change; providedmake in good faith, that the foregoing shall in no way eliminate or modify the effect that such disclosure would otherwise have under this Agreement and it being understood that any such statement or disclosure made by the Company Board (or a committee thereof) pursuant to this Section 5.3(g) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or Agreement; provided, that the Company Board (or any committee thereof) and the rights of Parent under this Section 5.3, and it being further understood that nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect may not make a Company Board Recommendation Change other than except in accordance with Section 5.3(e5.4(d).

Certain Disclosures. Nothing contained in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the stockholders of the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the stockholders of the Company pursuant to Rule 14e-2(a14d-9(f) promulgated under the Exchange Act (or any substantially similar communication in connection communication); (ii) complying with the making or amendment Item 1012(a) of a tender offer or exchange offer), making a customary “stopRegulation M-look-and-listen” communication to the Company Stockholders pursuant to Rule 14d-9(f) A promulgated under the Exchange Act Act; (iii) informing any Person of the existence of the provisions contained in this Section 5.1; or (iv) making any similar communication) or from making disclosures disclosure to the Company Stockholders pursuant to applicable securities Laws with regard to the Transactions or an Acquisition Proposal and any communication by stockholders of the Company (including regarding the business, financial condition or results of operations of the Company and its Subsidiaries) that the Company Board pursuant (or a committee thereof) has determined to this Section 5.3(g) shall not be deemed make in good faith in order to be a Company Board Recommendation Change; providedcomply with applicable Law, that the foregoing shall in no way eliminate regulation or modify the effect that such disclosure would otherwise have under this Agreement and stock exchange rule or listing agreement, it being understood that any such statement or disclosure made by the Company Board (or a committee thereof) pursuant to this Section 5.3(g5.1(f) must shall only be subject to made in compliance with the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of the Parent under this Section 5.35.1, and it being further understood that nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 5.3(e5.1(d).

Certain Disclosures. Nothing contained in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication in connection complying with Rule 14d-9 promulgated under the making or amendment of a tender offer or exchange offer)Exchange Act, making including a customary “stop-look-and-, look and listen” communication to the Company Stockholders pursuant to Rule 14d-9(f) under the Exchange Act (or any similar communication) or from making disclosures to the Company Stockholders pursuant to applicable securities Laws with regard to the Transactions or an Acquisition Proposal and any communication by the Company or the Company Board pursuant to this Section 5.3(g) shall not be deemed to be a Company Board Recommendation Change; provided, that the foregoing shall in no way eliminate or modify the effect that such disclosure would otherwise have under this Agreement and it being understood that any such statement or disclosure made by the Company Board (or a committee thereof) to the Company Stockholders pursuant to this Section 5.3(gRule 14d-9(f) must be subject promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) complying with the Company’s disclosure obligations under U.S. federal or state Law with regard to an Acquisition Proposal; or (iv) making any disclosure to the terms and conditions Company Stockholders (including regarding the business, financial condition or results of this Agreement and will not limit or otherwise affect the obligations operations of the Company or and its Subsidiaries) if, in the good faith judgment of the Company Board (or any committee thereof), after consultation with outside legal counsel, the failure to do so would be inconsistent with its fiduciary duties under applicable Law or violate any disclosure requirements under U.S. federal or state Law; provided that, in each case of (i), (ii), (iii) and the rights of Parent under this Section 5.3(iv), and it being further understood that nothing in the foregoing will be deemed to permit the Company or expressly confirms that the Company Board (has not changed the Company Board Recommendation in such communication or a committee thereof) to effect disclosure and does not include any statement that itself would be a Company Board Recommendation Change other than in accordance with Section 5.3(e)Change.

Certain Disclosures. Nothing contained in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14d-9 or 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act (or any similar communication in connection with the making or amendment of a tender offer or exchange offer), (ii) making a customary “stop-look-and-listen” communication to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any similar communication), and such communication or disclosure, as applicable, shall not be considered a Company Board Recommendation Change or termination and shall not require the giving of a Determination Notice or compliance with the procedures set forth in Section 5.3(d) or from Section 5.3(e) or (iii) making disclosures any disclosure to the Company Stockholders pursuant to applicable securities Laws with regard to if, in the Transactions or an Acquisition Proposal and any communication by good faith judgment of the Company or Board, after consultation with outside legal counsel, the failure to do so would reasonably be likely to be inconsistent with the fiduciary duties of the Company Board pursuant to this Section 5.3(g) shall not be deemed to be under applicable Law or violate any disclosure requirements under applicable Law; provided that any such disclosure that would constitute or contain a Company Board Recommendation Change; providedChange shall be subject to, that and may only be made in accordance with, the provisions of Section 5.3(d), and the foregoing shall in no way eliminate or modify the effect that such disclosure would otherwise have under this Agreement and it being understood that any such statement or disclosure made by the Company Board (or a committee thereof) pursuant to this Section 5.3(g) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of Parent under this Section 5.3, and it being further understood that nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 5.3(e)Agreement.

Certain Disclosures. Nothing contained in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the stockholders of the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the stockholders of the Company pursuant to Rule 14e-2(a14d-9(f) promulgated under the Exchange Act (or any substantially similar communication in connection communication); (ii) complying with the making or amendment Item 1012(a) of a tender offer or exchange offer), making a customary “stopRegulation M-look-and-listen” communication to the Company Stockholders pursuant to Rule 14d-9(f) A promulgated under the Exchange Act Act; (iii) informing any Person of the existence of the provisions contained in this Section 5.1; or (iv) making any similar communication) or from making disclosures disclosure to the Company Stockholders pursuant to applicable securities Laws with regard to the Transactions or an Acquisition Proposal and any communication by stockholders of the Company (including regarding the business, financial condition or results of operations of the Company and its Subsidiaries) that the Company Board pursuant (or a committee thereof) has determined to this Section 5.3(g) shall not be deemed make in good faith in order to be a Company Board Recommendation Change; providedcomply with applicable Law, that the foregoing shall in no way eliminate regulation or modify the effect that such disclosure would otherwise have under this Agreement and stock exchange rule or listing agreement, it being understood that any such statement or disclosure made by the Company Board (or a committee thereof) pursuant to this Section 5.3(g5.1(f) must shall only be subject to made in compliance with the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of the Parent under this Section 5.35.1, and it being further understood that nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 5.3(e5.1(d).. (g)

Certain Disclosures. Nothing contained in this Agreement will prohibit the Company or its Subsidiaries or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders holders of Shares a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication in connection complying with Rule 14d-9 promulgated under the making or amendment of Exchange Act, including a tender offer or exchange offer), making a customary “stop-look-and-, look and listen” communication by the Company Board or the Company Special Committee to the Company Stockholders holders of Shares pursuant to Rule 14d-9(f) promulgated under the Exchange Act Act; (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; or (iii) making any similar communication) or from making disclosures disclosure to the Company Stockholders pursuant to holders of Shares as required by applicable securities Laws with regard to the Transactions Law, regulation or an Acquisition Proposal and any communication by the Company stock exchange rule or the Company Board pursuant to this Section 5.3(g) shall not be deemed to be a Company Board Recommendation Change; providedlisting agreement, that the foregoing shall in no way eliminate or modify the effect that such disclosure would otherwise have under this Agreement and it being understood that (1) any such statement or disclosure made by the Company Board (or a committee thereof) the Company Special Committee pursuant to this Section 5.3(g5.3(f) must be subject to comply with the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or its Subsidiaries or the Company Board (or any committee thereof) the Company Special Committee and the rights of Parent under this Section 5.3, and it being further understood that (2) nothing in the foregoing will be deemed to permit the Company or its Subsidiaries or the Company Board or any committee thereof (or a committee thereofincluding the Company Special Committee) to effect a Company Board Recommendation Change other than in accordance with Section 5.3(e5.3(d).

Certain Disclosures. Nothing contained in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders pursuant to Rule 14e-2(a14d-9(f) promulgated under the Exchange Act (or any substantially similar communication communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in connection with the this Section 5.3; or (iv) making or amendment of a tender offer or exchange offer), making a customary “stop-look-and-listen” communication any disclosure to the Company Stockholders pursuant to Rule 14d-9(f) under the Exchange Act (as required by applicable Law, regulation or any similar communication) stock exchange rule or from making disclosures to the Company Stockholders pursuant to applicable securities Laws with regard to the Transactions or an Acquisition Proposal and any communication by the Company or the Company Board pursuant to this Section 5.3(g) shall not be deemed to be a Company Board Recommendation Change; providedlisting agreement, that the foregoing shall in no way eliminate or modify the effect that such disclosure would otherwise have under this Agreement and it being understood that (1) any such statement or disclosure made by the Company Board (or a committee thereof) pursuant to this Section 5.3(g5.3(f) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of Parent under this Section 5.3, and it being further understood that (2) nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 5.3(e5.3(d).

Certain Disclosures. Nothing contained in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders Shareholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or Section 329 of the ICL or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the Company Shareholders pursuant to Rule 14e-2(a14d-9(f) promulgated under the Exchange Act (or any substantially similar communication communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in connection with the this Section 5.3; or (iv) making or amendment of a tender offer or exchange offer), making a customary “stop-look-and-listen” communication any disclosure to the Company Stockholders pursuant to Rule 14d-9(f) under the Exchange Act (Shareholders as required by applicable Law, regulation or any similar communication) stock exchange rule or from making disclosures to the Company Stockholders pursuant to applicable securities Laws with regard to the Transactions or an Acquisition Proposal and any communication by the Company or the Company Board pursuant to this Section 5.3(g) shall not be deemed to be a Company Board Recommendation Change; providedlisting agreement, that the foregoing shall in no way eliminate or modify the effect that such disclosure would otherwise have under this Agreement and it being understood that (1) any such statement or disclosure made by the Company Board (or a committee thereof) pursuant to this Section 5.3(g) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of Parent under this Section 5.3, and it being further understood that (2) nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 5.3(e).

Certain Disclosures. Nothing contained in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including making a “stop, look and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders pursuant to Rule 14e-2(a14d-9(f) promulgated under the Exchange Act (or any substantially similar communication communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in connection with the this Section 4.3; or (iv) making or amendment of a tender offer or exchange offer), making a customary “stop-look-and-listen” communication any disclosure to the Company Stockholders pursuant to Rule 14d-9(f) under the Exchange Act (as required by applicable Law, regulation or any similar communication) stock exchange rule or from making disclosures to the Company Stockholders pursuant to applicable securities Laws with regard to the Transactions or an Acquisition Proposal and any communication by the Company or the Company Board pursuant to this Section 5.3(g) shall not be deemed to be a Company Board Recommendation Change; providedlisting agreement, that the foregoing shall in no way eliminate or modify the effect that such disclosure would otherwise have under this Agreement and it being understood that (1) any such statement or disclosure made by the Company Board (or a committee thereof) pursuant to this Section 5.3(g4.3(g) must be subject to the terms and conditions of this Agreement and will not limit or otherwise adversely affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of Parent under this Section 5.34.3, and it being further understood that (2) nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 5.3(e4.3(e).

Certain Disclosures. Nothing contained in this Agreement will prohibit the Company or the Company Board from (or a committee thereofi) from taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 or promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14e-2(a14d-9(f) promulgated under the Exchange Act (or any substantially similar communication communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in connection with the this Section 5.3; or (iv) making or amendment of a tender offer or exchange offer), making a customary “stop-look-and-listen” communication any disclosure to the Company Stockholders pursuant to Rule 14d-9(f) under (including regarding the Exchange Act (business, financial condition or any similar communication) or from making disclosures to results of operations of the Company Stockholders pursuant to applicable securities Laws with regard to the Transactions or an Acquisition Proposal and any communication by the Company or Group) that the Company Board pursuant has determined to this Section 5.3(g) shall not be deemed make in good faith in order to be a Company Board Recommendation Change; providedcomply with applicable law, that the foregoing shall in no way eliminate regulation or modify the effect that such disclosure would otherwise have under this Agreement and stock exchange rule, it being understood that any such statement or disclosure made by the Company Board (or a committee thereof) pursuant to this Section 5.3(g) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any a committee thereof) and the rights of Parent under this Section 5.3, and it being further understood that nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 5.3(e). In addition, it is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by the Company or the Company Board that only describes the Company’s receipt of an Acquisition Proposal, the identity of the Person making such Acquisition Proposal, the material terms of such Acquisition Proposal and the operation of this Agreement with respect thereto and is otherwise permitted pursuant to the immediately preceding sentence, will not be deemed to be a Company Board Recommendation Change.

Certain Disclosures. Nothing contained in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders pursuant to Rule 14e-2(a14d-9(f) promulgated under the Exchange Act (or any substantially similar communication communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in connection with the this Section 5.3; or (iv) making or amendment of a tender offer or exchange offer), making a customary “stop-look-and-listen” communication any disclosure to the Company Stockholders pursuant to Rule 14d-9(f) under the Exchange Act (as required by applicable Law, regulation or any similar communication) stock exchange rule or from making disclosures to the Company Stockholders pursuant to applicable securities Laws with regard to the Transactions or an Acquisition Proposal and any communication by the Company or the Company Board pursuant to this Section 5.3(g) shall not be deemed to be a Company Board Recommendation Change; providedlisting agreement, that the foregoing shall in no way eliminate or modify the effect that such disclosure would otherwise have under this Agreement and it being understood that (1) any such statement or disclosure made by the Company Board (or a committee thereof) pursuant to this Section 5.3(g) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of Parent under this Section 5.3, and it being further understood that (2) nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 5.3(e).

Certain Disclosures. Nothing contained in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders pursuant to Rule 14e-2(a14d-9(f) promulgated under the Exchange Act (or any substantially similar communication communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in connection this Section 5.3; (iv) complying with the Company’s disclosure obligations under U.S. federal or state Law with regard to an Acquisition Proposal; or (v) making or amendment of a tender offer or exchange offer), making a customary “stop-look-and-listen” communication any disclosure to the Company Stockholders pursuant unrelated to Rule 14d-9(f) under the Exchange Act (or any similar communication) or from making disclosures to the Company Stockholders pursuant to applicable securities Laws with regard to the Transactions or an Acquisition Proposal and any communication by (including regarding the business, financial condition or results of operations of the Company or and its Subsidiaries) that the Company Board pursuant (or a committee thereof) has determined to this Section 5.3(g) shall not be deemed to be a Company Board Recommendation Change; providedmake in good faith, that the foregoing shall in no way eliminate or modify the effect that such disclosure would otherwise have under this Agreement and it being understood that any such statement or disclosure made by the Company Board (or a committee thereof) pursuant to this Section 5.3(g) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of Parent under this Section 5.3, and it being further understood that nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 5.3(e)Agreement.