Common use of Certain Permitted Disclosure Clause in Contracts

Certain Permitted Disclosure. Nothing set forth in this Section 7.2 shall prohibit the Company from (i) disclosing a position contemplated by Rule 14d-9, Rule 14e-2(a)(2) or (3) or Item 1012(a) of Regulation M-A under the Exchange Act; (ii) making any disclosure to the holders of Shares (including regarding the business, financial condition or results or operations of the Company and its Subsidiaries) that the Company Board, after consultation with outside legal counsel has determined is required by applicable Law; or (iii) making any “stop, look and listen” communication of the type contemplated by Rule 14d-9(f) under the Exchange Act and such disclosures and communications shall not constitute a Change of Recommendation; provided, however, that if any such disclosure or communication does not reaffirm the Company Recommendation in such disclosure or communication or has the effect of withdrawing, qualifying or modifying the Company Recommendation in a manner adverse to Parent, such disclosure or communication shall constitute a Change of Recommendation.

Certain Permitted Disclosure. Nothing set forth in this Section 7.2 Agreement shall prohibit the Company from (i) disclosing a position contemplated by Rule 14d-9complying with its disclosure obligations under applicable Law, Rule 14e-2(a)(2) or (3) or Item 1012(a) of Regulation M-A under the Exchange Act; (ii) making any disclosure to the holders of Shares (including regarding the business, financial condition or results or operations of the Company and its Subsidiaries) that the Company Board, after consultation with outside legal counsel has determined is required by applicable Law; or (iii) making any “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act and or (iii) making any disclosure to its stockholders if the Company Board determines in good faith, after consultation with the Company’s outside legal counsel, that the failure of the Company Board to make such disclosures and communications shall not constitute disclosure would be inconsistent with the directors’ fiduciary duties under applicable Law; provided that no disclosure or communication will be permitted pursuant to this clause (iii) that constitutes a Change of Recommendation; provided, however, that if any such disclosure or communication does not reaffirm the Company Recommendation in such disclosure or communication or has the effect of withdrawing, qualifying any action or modifying communication prohibited by Section 5.2(e)(i) unless the Company Recommendation in a manner adverse Board has complied with Section 5.2(e)(ii) or Section 5.2(e)(iii), as applicable; provided, further, that this Section 5.2(f) shall not be deemed to Parent, affect whether any such disclosure described in this this Section 5.2(f) (other than a “stop, look and listen” or similar communication shall constitute of the type contemplated by Rule 14d-9(f) under the Exchange Act) in and of itself would otherwise be deemed to be a Change of Recommendation.

Certain Permitted Disclosure. Nothing contained in this Section 6.2 will be deemed to prohibit Seller from complying with its disclosure obligations under applicable U.S. federal or state Law with regard to an Acquisition Proposal; provided, however, that if such disclosure does not reaffirm the Seller Board Recommendation or has the substantive effect of withdrawing or adversely modifying the Seller Board Recommendation, such disclosure will be deemed to be a Change of Recommendation and Buyer will have the right to terminate this Agreement as set forth in Section 8.4(a). Nothing in this Section 7.2 Agreement shall prohibit Seller or the Company Seller Board from (i) disclosing to Seller’s stockholders a position contemplated with respect to a tender offer by Rule 14d-9, Rule 14e-2(a)(2a third party pursuant to Rules 14d-9 and 14e-2(a) or (3) promulgated under the Exchange Act or Item 1012(a) of Regulation M-A under the Exchange ActA; (ii) making any provided, however, that unless such disclosure to the holders consists solely of Shares (including regarding the business, financial condition or results or operations of the Company and its Subsidiaries) that the Company Board, after consultation with outside legal counsel has determined is required by applicable Law; or (iii) making any a “stop, look and listen” communication of the type containing only statements contemplated by Rule 14d-9(f) under the Exchange Act and Act, Seller shall first comply with Section 6.2(c) to the extent applicable to such disclosures and communications shall not constitute a Change of Recommendation; provided, however, that if any such disclosure or communication does not reaffirm the Company Recommendation in such disclosure or communication or has the effect of withdrawing, qualifying or modifying the Company Recommendation in a manner adverse to Parent, such disclosure or communication shall constitute a Change of Recommendationdisclosure.

Certain Permitted Disclosure. Nothing set forth contained in this Section 7.2 Agreement shall prohibit the Company from (i) taking and disclosing to its stockholders a position with respect to any tender offer contemplated by Rule 14d-9, 14d-9 or Rule 14e-2(a)(2) or (3) or Item 1012(a) of Regulation M-A 14e-2 promulgated under the Exchange Act; Act (or any similar communication to stockholders) or (ii) making any required disclosure to the holders Company’s stockholders if, in the good faith judgment of Shares (including regarding the business, financial condition or results or operations of the Company and its Subsidiaries) that the Company Board, after consultation with outside legal counsel has determined counsel, it is required by to do so under applicable Law or the failure to do so would be inconsistent with its fiduciary duties under applicable Law; , provided, however, that in no event shall this Section 6.1(d) affect the obligations of the Company specified in Sections 6.1(b) or (iii) making c); and provided, further that any such disclosure (other than a “stop, look and listen” communication or similar communication of the type contemplated by Rule Section 14d-9(f) under the Exchange Act and such disclosures and communications Act) shall not constitute be deemed to be a Change of Recommendation; provided, however, that if any such disclosure or communication does not reaffirm Recommendation unless the Company Board expressly publicly reaffirms its Recommendation (x) in such disclosure or communication or has (y) within 2 Business Days after requested to do so by the effect of withdrawing, qualifying or modifying the Company Recommendation in a manner adverse to Parent, such disclosure or communication shall constitute a Change of RecommendationBuyer.

Certain Permitted Disclosure. Nothing set forth contained in this Section 7.2 Agreement shall prohibit the Company, the Company Board or any committee of the Company Board from (i) taking and disclosing to the stockholders of the Company a position contemplated by Rule 14d-914e-2(a), Rule 14e-2(a)(2) or (3) 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act; Act or (ii) making any disclosure to the holders of Shares (including regarding the business, financial condition or results or operations stockholders of the Company and its Subsidiaries) that the Company Board, after consultation with outside legal counsel has determined is required by applicable Law; provided, however, that if such disclosure has the substantive effect of withholding or (iii) making any withdrawing, adversely qualifying, modifying or failing to make when required by this Agreement the Company Recommendation, such disclosure shall be deemed to be a Change of Recommendation and Parent shall have the right to terminate this Agreement as set forth in Section 8.1(g); it being understood that a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act and such disclosures and communications shall not constitute a Change of Recommendation; provided, however, that if any such disclosure or communication does not reaffirm the Company Recommendation in such disclosure or communication or has the effect of withdrawing, qualifying or modifying the Company Recommendation in a manner adverse be deemed to Parent, such disclosure or communication shall constitute be a Change of Recommendation.

Certain Permitted Disclosure. Nothing set forth contained in this Section 7.2 shall prohibit the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee from (i) taking and disclosing a position contemplated by Rule 14d-9, Rule 14e-2(a)(2) or (3) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act; , (ii) making any disclosure to the holders of Shares (including regarding the business, financial condition or results or operations of the Company and its Subsidiaries) that the Company Board, after consultation with outside legal counsel has determined is required by applicable Law; or (iii) making any constitutes a “stop, look and listen” communication of the type contemplated by Rule pursuant to Section 14d-9(f) promulgated under the Exchange Act and such disclosures and communications or (iii) making any disclosure to the stockholders of the Company that is required by applicable Law, which actions shall not constitute or be deemed to constitute a Change of Company Recommendation; provided, however, that if (A) any such disclosure or communication does not reaffirm permitted under clause (i) above that relates to an Company Acquisition Proposal (other than a “stop, look and listen” communication) shall be deemed a Change of Company Recommendation unless the Company Board (acting upon the recommendation of the Special Committee) expressly publicly reaffirms the Company Recommendation in connection with such disclosure or communication or has the effect and (B) any Change of withdrawing, qualifying or modifying the Company Recommendation may only be made in a manner adverse to Parent, such disclosure or communication shall constitute a Change of Recommendationaccordance with Section 7.2(b).

Certain Permitted Disclosure. Nothing set forth contained in this Section 7.2 5.03 shall prohibit the Company from (i) disclosing a position contemplated by Rule 14d-9, Rule 14e-2(a)(2) complying with its disclosure obligations under United States federal or (3) state Law with regard to an Alternative Proposal or Item 1012(a) of Regulation M-A under the Exchange ActAdverse Recommendation Change; (ii) making any disclosure to its shareholders if the holders of Shares Company Board (including regarding acting upon the business, financial condition or results or operations recommendation of the Company Special Committee) or the Special Committee determines in good faith (after consultation with and receiving advice of its Subsidiariesoutside legal counsel) that the Company Board, after consultation failure to do so would reasonably be likely to be inconsistent with outside legal counsel has determined is required by the directors’ fiduciary duties under applicable Law; provided, however, that if such disclosure has the substantive effect of withdrawing or adversely modifying the Company Recommendation, such disclosure shall be deemed to be an Adverse Recommendation Change and Parent shall have the right to terminate this Agreement as set forth in Section 8.01(f) unless the Company reaffirms the Company Recommendation; (iii) making any or issuing a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act and such disclosures and communications Act, which shall not constitute a Change of Recommendation; provided, however, that if any such disclosure or communication does not reaffirm the Company be deemed to be an Adverse Recommendation in such disclosure or communication or has the effect of withdrawing, qualifying or modifying the Company Recommendation in a manner adverse to Parent, such disclosure or communication shall constitute a Change of RecommendationChange.

Certain Permitted Disclosure. Nothing set forth in this Section 7.2 Agreement shall prohibit the Company from (i) disclosing a position contemplated by Rule 14d-9, Rule 14e-2(a)(2) or (314e-2(a) or Item 1012(a) of Regulation M-A under the Exchange Act; , or (ii) making any disclosure to the holders of Shares (including regarding the business, financial condition or results or operations of the Company and its Subsidiaries) that the Company Board, after consultation with outside legal counsel has determined is required by applicable Law; or (iii) making any “stop, look and listen” statement or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act; provided, however, that nothing in this Section 7.2(e) will be deemed to permit the Company, the Company Board or the Special Committee to effect a Change of Recommendation other than in accordance with Section 7.2(d); provided, that it being understood that a disclosure that constitutes only a “stop, look and listen” statement or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act and such disclosures and communications shall not constitute be deemed to be a Change of Recommendation; provided, however, that Recommendation if any such disclosure or communication does not reaffirm it reaffirms the Company Recommendation in such disclosure or communication or has and a public statement that describes the effect Company’s receipt of withdrawingan Acquisition Proposal, qualifying or modifying that the Company Recommendation in a manner adverse Board and the Special Committee is considering the Acquisition Proposal, that no position has been taken by the Company Board and the Special Committee as to Parent, the advisability or desirability of such disclosure or communication shall constitute Acquisition Proposal and the operation of this Agreement with respect thereto will not be deemed a Change of Recommendation.

Certain Permitted Disclosure. Nothing set forth contained in this Section 7.2 shall 6.3 will be deemed to prohibit the Company from (i) disclosing a position contemplated by Rule 14d-9, Rule 14e-2(a)(2) complying with its required disclosure obligations under applicable Law with regard to an Alternative Proposal or (3) or Item 1012(a) of Regulation M-A under the Exchange Act; (ii) making any disclosure to the holders of Shares (including regarding the business, financial condition or results or operations stockholders of the Company and its Subsidiaries) that if the Company BoardBoard determines in good faith, after consultation with its outside legal counsel has determined is required by counsel, that the failure to make such disclosure would be inconsistent with the directors’ duties or obligations under applicable Law; provided, however, that neither the Company nor the Company Board (or (iiiany committee thereof) making will affect any Change of Recommendation, except in accordance with Section 6.3(c) and Section 6.3(d); and provided, further, that in no event will any “stop, look and listenStop-Look-and-Listen” communication of the type contemplated by Rule 14d-9(f) under the Exchange Act and such disclosures and communications shall not constitute be deemed to be a Change of Recommendation; provided, however, Recommendation or to violate this Section 6.3. Disclosure of the type described in this Section 6.3(e) (other than the type described in the second proviso of the foregoing sentence) that if is not an express rejection of any such disclosure Alternative Proposal or communication does not reaffirm an express confirmation that the Company Board Recommendation remains in such disclosure or communication or has the effect of withdrawing, qualifying or modifying the Company Recommendation in a manner adverse will be deemed to Parent, such disclosure or communication shall constitute be a Change of Recommendation.

Certain Permitted Disclosure. Nothing set forth Notwithstanding the foregoing or any other provision of this Agreement to the contrary, nothing in this Section 7.2 Agreement shall prohibit prevent the Company or the Company Board, at any time prior to the Approval Time, from (i) taking and disclosing to the Company’s stockholders a position contemplated by Rule 14d-9, 14d-9 and Rule 14e-2(a)(214e-2(a) or (3) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act; , or (ii) making any disclosure to the holders of Shares Company’s stockholders that the Company Board determines in good faith (including regarding after consultation with its outside legal counsel) is required to comply with its fiduciary duties to the businessCompany’s stockholders or as otherwise required by applicable Law provided, financial condition or results or operations that prior to making such disclosure the Company notifies Parent and (i) if such disclosure relates to an Acquisition Proposal, contains a reaffirmation of the Company Board Determination and its Subsidiaries) that the Company Board, after consultation with outside legal counsel has determined is required by applicable Law; Board Recommendation or (iiiii) making any “stop, look and listen” communication if the subject matter of the type contemplated by Rule 14d-9(f) under the Exchange Act and such disclosures and communications shall not constitute a Change of Recommendation; provided, however, that if any such disclosure would otherwise be subject to the terms of Section 6.4(a) (No Solicitation or communication does not reaffirm the Negotiation), Section 6.4(b) (Notice) or Section 6.6(b)(ii) (Company Board Recommendation in such disclosure or communication or has the effect of withdrawing, qualifying or modifying the Company Recommendation in a manner adverse to Parentand Other Actions), such disclosure or communication is made in compliance with this Section 6.4 (Solicitation by Company) and such disclosure shall constitute a Change otherwise be subject to the terms and conditions of Recommendationthis Agreement.

Certain Permitted Disclosure. Nothing contained in this Section 6.2 shall be deemed to prohibit the Company or the Company Board or any committee thereof from complying with its disclosure obligations under applicable Laws with regard to an Acquisition Proposal; provided, however, that neither the Company nor the Company Board (or any committee thereof) shall be permitted to recommend that the Company stockholders tender any Shares in connection with any tender or exchange offer for the Shares of the Company (or otherwise approve, endorse or recommend any Acquisition Proposal), unless in each case, in connection therewith, the Company Board (or any committee thereof) effects a Change of Recommendation consistent with and subject to its obligations set forth in this Section 7.2 shall prohibit the Company from 6.2(d); provided, further, however that if any such disclosure (i) disclosing other than a position contemplated by Rule 14d-9, Rule 14e-2(a)(2) or (3) or Item 1012(a) of Regulation M-A under the Exchange Act; (ii) making any disclosure to the holders of Shares (including regarding the business, financial condition or results or operations of the Company and its Subsidiaries) that the Company Board, after consultation with outside legal counsel has determined is required by applicable Law; or (iii) making any “stop, look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act and such disclosures and communications shall not constitute a Change of Recommendation; provided, however, that if any such disclosure or communication Act) does not reaffirm the Company Recommendation in such disclosure or communication or has the effect of withdrawing, qualifying or modifying the Company Recommendation in a manner adverse to ParentRecommendation, such disclosure or communication shall constitute be deemed to be a Change of RecommendationRecommendation and Parent shall have the right to terminate this Agreement as set forth in Section 8.4(d).

Certain Permitted Disclosure. Nothing set forth Notwithstanding anything to the contrary in this Section 7.2 Agreement, nothing contained in this Agreement shall prohibit the Company or the Company Board from (i) taking and disclosing to its stockholders a position with respect to a tender offer contemplated by Rule 14d-9, 14d-9 or Rule 14e-2(a)(2) or (3) or Item 1012(a) of Regulation M-A 14e-2 promulgated under the Exchange Act; , or from issuing a "stop, look and listen" statement pending disclosure of its position thereunder (none of which, in and of itself, shall be deemed to constitute a Company Board Recommendation Change), or (ii) making any disclosure to the holders Company's stockholders if, in the good faith judgment of Shares (including regarding the business, financial condition or results or operations of the Company and its Subsidiaries) that the Company Board, after consultation with outside legal counsel has determined is required by counsel, failure to so disclose would be reasonably likely to be inconsistent with its fiduciary duties under applicable Lawlaw; or (iiiprovided that this Section 6.1(d) making any “stop, look and listen” communication of the type contemplated by Rule 14d-9(f) under the Exchange Act and such disclosures and communications shall not constitute permit the Company Board to make a Company Board Recommendation Change except to the extent expressly permitted by, and in accordance with, Section 6.1(b). For the avoidance of Recommendation; provideddoubt, however, that this Section 6.1(d) shall not be deemed to modify the definition of "Company Board Recommendation Change," and if any such public disclosure or communication does not reaffirm the Company Recommendation in such disclosure or communication or accordance with this Section 6.1(d) has the effect of withdrawinga Company Board Recommendation Change, qualifying or modifying Parent shall have the Company Recommendation right to terminate this Agreement to the extent set forth in a manner adverse to Parent, such disclosure or communication shall constitute a Change of RecommendationSection 8.1(e).

Certain Permitted Disclosure. Nothing set forth contained in this Section 7.2 5.2 shall be deemed to prohibit the Company or the Company Board or any committee thereof from (i) taking and disclosing to its shareholders a position contemplated by Rule 14d-9, 14d-9 and Rule 14e-2(a)(2) or (3) or Item 1012(a) of Regulation M-A 14e-2 under the Exchange Act; (ii) making any disclosure to the holders of Shares (including regarding the business, financial condition or results or operations of the Company and its Subsidiaries) that the Company Board, after consultation with outside legal counsel has determined is required by applicable Law; or (iii) making any “stop, look and -look-and-listen” communication or similar communication of the type contemplated by pursuant to Rule 14d-9(f) 14d-9 under the Exchange Act or (ii) if required by applicable Law, issuing a press release disclosing the Company has received a bona fide, written Acquisition Proposal that the Company Board has determined in compliance with Section 5.2(a) could reasonably be expected to lead to a Superior Proposal (provided that (A) such Acquisition Proposal did not result from a breach of Section 5.2(a) and (B) the Company provides Parent notice, and a copy of such disclosures and communications shall not constitute press release, a Change reasonable time in advance of Recommendationsuch release); provided, however, provided that if any such disclosure or communication does not shall be deemed to be an Adverse Recommendation Change if the Company fails to expressly and publicly reaffirm the Company Recommendation in such disclosure or similar communication. For the avoidance of doubt, in no event shall the issuance of a “stop-look-and-listen” communication pursuant to Rule 14d-9 of the Exchange Act (or has the effect similar statement pursuant to any requirement of withdrawingapplicable Law), qualifying or modifying the Company without more, constitute an Adverse Recommendation in a manner adverse to Parent, such disclosure or communication shall constitute a Change of RecommendationChange.