Common use of Company Acquisition Proposals Clause in Contracts

Company Acquisition Proposals. (a) Notwithstanding anything to the contrary contained in this Agreement but subject to Section 7.5(f), during the period (the “Go Shop Period”) beginning on the date of this Agreement and continuing until 11:59 p.m. (New York City time) on April 16, 2014 (the “No Shop Period Start Date”), the Company and its Representatives shall have the right (acting under the direction of the Company Board or any committee thereof) to, directly or indirectly, (i) initiate, solicit, induce, cause, encourage and facilitate any Company Acquisition Proposals, including by way of providing non-public information pursuant to (but only pursuant to) one or more Acceptable Confidentiality Agreements; provided, however, that any non-public information concerning the Company or the Company Subsidiaries that is provided to such Third Party shall, to the extent not previously provided to Parent or Merger Sub, be provided to Parent or Merger Sub prior to or simultaneously with providing it to such Third Party, and (ii) engage in and maintain discussions or negotiations with respect to any inquiry, proposal or offer that constitutes or may reasonably be expected to lead to a Company Acquisition Proposal or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, offers, discussions or negotiations or the making of any Company Acquisition Proposal, including providing access to or otherwise making available non-public information in accordance with the terms set forth in Section 7.5(a)(i). No later than one (1) Business Day after the No Shop Period Start Date, the Company shall notify Parent in writing of the identity of each Person that submitted a Company Acquisition Proposal prior to the No Shop Period Start Date (each, a “Go Shop Bidder”) and provide to Parent (x) a copy of any Company Acquisition Proposal made in writing and any other written terms or proposals provided (including financing commitments) to the Company or any Company Subsidiary and (y) a written summary of the material terms of any Company Acquisition Proposal not made in writing (including any terms proposed orally or supplementally).

Company Acquisition Proposals. (a) Notwithstanding anything to the contrary contained in this Agreement but subject to Section 7.5(f6.5(e), during the period (the “Go Shop Period”) beginning on the date of this Agreement and continuing until 11:59 p.m. (New York City time) on April 16July 7, 2014 2013 (the “No Shop Period Start Date”), the Company and its Representatives shall have the right (acting under the direction of the Company Board or any committee thereof) to, directly or indirectly, : (i) initiate, solicit, induce, cause, encourage and facilitate any Company Acquisition Proposals, including by way of providing access to the properties, offices, assets, books, records and personnel of the Company and the Company Subsidiaries and furnishing non-public information pursuant to (but only pursuant to) one or more Acceptable Confidentiality Agreements; provided, however, that any non-public information concerning the Company or the Company Subsidiaries that is provided to any Third Party (or such Third Party Party’s Representatives) in connection with a Company Acquisition Proposal shall, to the extent not previously provided to Parent or Merger Sub, be provided to Parent or Merger Sub prior to or simultaneously substantially concurrently with providing it to such Third Party, ; and (ii) engage in and maintain discussions or negotiations with respect to any Company Acquisition Proposal or inquiry, proposal or offer that constitutes or may reasonably be expected to lead to a Company Acquisition Proposal or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, offers, discussions or negotiations or the making of any Company Acquisition Proposal, including providing access to or otherwise making available non-public information in accordance with the terms set forth in Section 7.5(a)(i). No later than one (1) Business Day after the No Shop Period Start Date, the Company shall notify Parent in writing of the identity of each Person that submitted a Company Acquisition Proposal prior to the No Shop Period Start Date (each, a “Go Shop Bidder”) and provide to Parent (x) a copy of any Company Acquisition Proposal made in writing and any other written material terms or proposals provided (including including, to the extent not included therein, a copy of the acquisition agreement and any related transaction documents and financing commitments, if any) to the Company or any Company Subsidiary and (y) a written summary of the material terms of any Company Acquisition Proposal not made in writing (including any material terms proposed orally or supplementally).

Company Acquisition Proposals. (a) Notwithstanding anything to the contrary contained in this Agreement but subject to Section 7.5(f), during the period (the “Go Shop Period”) beginning on From the date hereof until the termination hereof and except as permitted by the following provisions of this Agreement and continuing until 11:59 p.m. (New York City time) on April 16, 2014 (the “No Shop Period Start Date”)Section 6.4, the Company and will not, nor will it permit any of its Representatives shall have the right (acting under the direction of subsidiaries to, nor will it permit any officer, director, employee or agent of, or any investment banker, attorney, accountant or other advisor or representative of, the Company Board or any committee thereof) of its subsidiaries to, directly or indirectly, (i) initiate, solicit, induce, cause, initiate or knowingly encourage and facilitate any Company Acquisition Proposals, (including by way of providing non-public information pursuant to (but only pursuant tofurnishing nonpublic information) one or more Acceptable Confidentiality Agreements; provided, however, that any non-public information concerning the Company inquiries or the Company Subsidiaries that is provided to such Third Party shall, to the extent not previously provided to Parent or Merger Sub, be provided to Parent or Merger Sub prior to or simultaneously with providing it to such Third Party, and (ii) engage in and maintain discussions or negotiations with respect to making of any inquiry, proposal or offer that constitutes constitutes, or may reasonably be expected to lead to a Company to, an Acquisition Proposal or otherwise cooperate with or assist or (as hereinafter defined), (ii) participate in, or facilitate in any such inquiries, proposals, offers, discussions or negotiations in furtherance of such inquiries or to obtain an Acquisition Proposal, or the making of any proposal that constitutes any Acquisition Proposal, or (iii) agree to, approve or recommend any Acquisition Proposal; PROVIDED, HOWEVER, that subject to the Company's compliance with this Section 6.4, nothing contained in this Agreement shall prevent the Company or the Company Board, prior to receipt of the approval by the stockholders of the Company of the Merger, from (A) entering into a definitive agreement providing for the implementation of a Superior Proposal (as defined below) if the Company or the Company Board has complied with the procedures of this Section 6.4 and is simultaneously terminating this Agreement pursuant to Section 8.1(e), or (B) furnishing information to (subject to a confidentiality agreement at least as restrictive as the Confidentiality Agreement in all material respects), or entering into or participating in discussions or negotiations with, any Person that makes an unsolicited bona fide written Acquisition Proposal to the Company if (1) the Company Board determines in good faith, after consultation with independent outside counsel, that failure to do so would be inconsistent with its fiduciary duties to stockholders imposed by Law, (2) the Company Board determines in good faith, after consultation with independent financial advisors, that such Acquisition Proposal would be reasonably likely, if consummated, to constitute a Superior Proposal (as hereinafter defined) and (3) prior to taking such action, the Company complies with the procedures set forth in this Section 6.4. The Company shall (i) promptly, and in any event within two (2) days, notify Parent orally and in writing after receipt by the Company (or its advisors) of any Acquisition Proposal or any inquiries indicating that any Person is reasonably likely to make an Acquisition Proposal, including providing access to or otherwise the material terms and conditions thereof and the identity of the Person making available it, (ii) promptly, and in any event within two (2) days, notify Parent orally and in writing after receipt of any request for non-public information relating to it or any of its subsidiaries or for access to its or any of its subsidiaries' properties, books or records by any Person that, to the Company's knowledge, is reasonably likely to, or has made, an Acquisition Proposal, and (iii) keep Parent advised on a prompt basis of any material change in accordance with the financial terms set forth in Section 7.5(a)(i)or structure of any such Acquisition Proposal. No later than one (1) Business Day Immediately after the No Shop Period Start Dateexecution and delivery of this Agreement, the Company shall notify Parent in writing of the identity of each Person that submitted a Company will, and will instruct its subsidiaries, and their respective officers, directors, employees, investment bankers, attorneys, accountants and other agents to, cease and terminate any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any possible Acquisition Proposal prior to the No Shop Period Start Date (each, a “Go Shop Bidder”) and provide to Parent (x) a copy of any Company Acquisition Proposal made in writing and any other written terms or proposals provided (including financing commitments) to the Company or any Company Subsidiary and (y) a written summary of the material terms of any Company Acquisition Proposal not made in writing (including any terms proposed orally or supplementally)Proposal.

Company Acquisition Proposals. (a) Notwithstanding anything to the contrary contained in this Agreement but subject to Section 7.5(f6.5(e) and Section 6.5(g), during the period (the “Go Shop Period”) beginning on the date of this Agreement and continuing until 11:59 p.m. (New York City time) on April 16June 22, 2014 2023 (the “No Go Shop Period Start DateEnd Time”), the Company and its respective Representatives may and shall have the right (acting under the direction of the Company Board or any committee thereof) to, directly or indirectly, : (i) initiate, solicit, induce, cause, encourage and or facilitate any Company inquiries or the making of any proposal, offer or other action that constitutes, or may reasonably be expected to lead to, any Acquisition ProposalsProposal, including by way of (A) contacting third parties, (B) broadly disseminating public disclosure or (C) providing access to the properties, offices, assets, books, records and personnel of the Company and the Company Subsidiaries and furnishing non-public information pursuant to (but only pursuant to) one or more Acceptable Confidentiality Agreements; provided, however, that any the Company has previously or concurrently furnished, made available or provided access to such non-public information concerning the Company or the Company Subsidiaries that is provided to such Third Party shall, to the extent not previously provided to Parent or Merger Sub, be provided to Parent or Merger Sub prior to or simultaneously with providing it to such Third Party, and Parent; (ii) engage enter into, continue or otherwise participate in and maintain any discussions or negotiations with respect to any inquiry, proposal or offer that constitutes or may reasonably be expected to lead to a Company Acquisition Proposal or otherwise cooperate with or assist or participate inPerson relating to, or facilitate any in furtherance of such inquiries, proposals, offersoffers or other actions or to obtain, discussions an Acquisition Proposal; (iii) release any Person from, or negotiations refrain from enforcing, any standstill agreement or similar obligation to the making Company or any of the Company Subsidiaries; and (iv) disclose to the stockholders of the Company any information required to be disclosed under applicable Law; provided, however, that in the case of this clause (iv) such disclosure shall be deemed to be a Company Change in Recommendation if not accompanied by an express public re-affirmation of the Company Recommendation. For purposes of this Agreement, the term “Go Shop Bidder” shall mean any Person (including its controlled Affiliates and Representatives) that submits a proposal or offer regarding an Acquisition Proposal not later than the Go Shop Period End Time that has not been withdrawn and that the Company Special Committee determines prior to the Go Shop Period End Time (or in the case of any Company Acquisition Proposal received less than two Business Days before the date of the Go Shop Period End Time, not later than two Business Days after the Go Shop Period End Time), has resulted in, or would be reasonably expected to result in, a Superior Proposal, including providing access to or otherwise making available non-public information in accordance with the terms set forth in Section 7.5(a)(i). No later than one (1) two Business Day Days after the No Go Shop Period Start DateEnd Time, the Company shall notify Parent in writing of the identity of each Person that submitted a Company Acquisition Proposal prior to the No Shop Period Start Date (each, a “Go Shop Bidder”) Bidder and provide to Parent (x) a copy of any Company related Acquisition Proposal made in writing and any other written material terms or proposals provided (including including, to the extent not included therein, a copy of the acquisition agreement and any related transaction documents and financing commitments, if any) to the Company or any Company Subsidiary and (y) a written summary of the material terms of any Company related Acquisition Proposal not made in writing (including any material terms proposed orally or supplementally).

Company Acquisition Proposals. (a) Notwithstanding anything From the date hereof until the termination hereof and except as permitted by the following provisions of this Section 6.4, but subject at all times to the contrary contained Company’s and its directors’ right and duty to act in this Agreement but subject a manner consistent with their fiduciary duties as they are advised by outside legal counsel (provided that any such actions shall not restrict Parent’s right to Section 7.5(f), during receive the period (the “Go Shop Period”) beginning on the date Termination Fee upon termination of this Agreement and continuing until 11:59 p.m. (New York City time) on April 16, 2014 (the “No Shop Period Start Date”under Section 8.3(b)(iii)), the Company and will not, nor will it permit any of its Representatives shall have the right (acting under the direction of subsidiaries to, nor will it permit any officer, director, employee or agent of, or any investment banker, attorney, accountant or other advisor or representative of, the Company Board or any committee thereof) of its subsidiaries to (and the Company will use reasonable best efforts to cause its controlling stockholders not to), directly or indirectly, (i) initiate, solicit, induce, cause, initiate or knowingly encourage and facilitate any Company Acquisition Proposals, (including by way of providing non-public information pursuant to (but only pursuant tofurnishing nonpublic information) one or more Acceptable Confidentiality Agreements; provided, however, that any non-public information concerning the Company inquiries or the Company Subsidiaries that is provided to such Third Party shall, to the extent not previously provided to Parent or Merger Sub, be provided to Parent or Merger Sub prior to or simultaneously with providing it to such Third Party, and (ii) engage in and maintain discussions or negotiations with respect to making of any inquiry, proposal or offer that constitutes constitutes, or may reasonably be expected to lead to a Company to, an Acquisition Proposal or otherwise cooperate with or assist or (as hereinafter defined), (ii) participate in, or facilitate in any such inquiries, proposals, offers, discussions or negotiations in furtherance of such inquiries or to obtain an Acquisition Proposal, or the making of any proposal that constitutes any Acquisition Proposal, or (iii) agree to, approve or recommend any Acquisition Proposal; provided, however, that subject to the Company’s compliance with this Section 6.4, nothing contained in this Agreement shall prevent the Company or the Company Board from (A) entering into a definitive agreement providing for the implementation of a Superior Proposal (as defined below) if the Company or the Company Board has complied with the procedures of this Section 6.4 and is simultaneously terminating this Agreement pursuant to Section 8.1(e), or (B) furnishing information to (subject to a confidentiality agreement at least as restrictive as the Confidentiality Agreement in all material respects), or entering into or participating in discussions or negotiations with, any Person that makes an unsolicited bona fide written Acquisition Proposal to the Company if (1) the Company Board determines in good faith, after consultation with outside legal counsel, that failure to do so would create a reasonable probability of a breach of its duties to stockholders imposed by Law, (2) the Company Board determines in good faith, after consultation with outside financial advisors, that such Acquisition Proposal would be reasonably likely, if consummated, to constitute a Superior Proposal (as hereinafter defined) and (3) prior to taking such action, the Company complies in all material respects with the procedures set forth in this Section 6.4. The Company shall (i) promptly, and in any event within two (2) business days, notify Parent orally and in writing after receipt by the Company (or its advisors) of any Acquisition Proposal, including providing access the material terms and conditions thereof, to or otherwise the extent known, and the identity of the Person making available it, (ii) promptly, and in any event within two (2) business days, notify Parent orally and in writing after receipt of any request for non-public information in accordance with relating to it or any of its subsidiaries or for access to its or any of its subsidiaries’ properties, books or records by any Person that, to the terms set forth in Section 7.5(a)(i). No later than Company’s knowledge, is reasonably likely to make, or has made, an Acquisition Proposal, and (iii) notify Parent within one (1) Business Day business day of any material change to the terms and conditions of any Acquisition Proposal. The Company shall not release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it is a party. Immediately after the No Shop Period Start Dateexecution and delivery of this Agreement, the Company shall notify Parent in writing of the identity of each Person that submitted a Company will, and will instruct its subsidiaries, and their respective officers, directors, employees, investment bankers, attorneys, accountants and other agents to, cease and terminate any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any possible Acquisition Proposal prior to the No Shop Period Start Date (each, a “Go Shop Bidder”) and provide to Parent (x) a copy of any Company Acquisition Proposal made in writing and any other written terms or proposals provided (including financing commitments) to the Company or any Company Subsidiary and (y) a written summary of the material terms of any Company Acquisition Proposal not made in writing (including any terms proposed orally or supplementally)Proposal.

Company Acquisition Proposals. (a) Notwithstanding anything to the contrary contained in this Agreement but subject to Section 7.5(f6.5(e) and Section 6.5(g), during the period (the “Go Shop Period”) beginning on the date of this Agreement and continuing until 11:59 p.m. (New York City time) on April 16September 22, 2014 2016 (the “No Go Shop Period Start DateEnd Time”), the Company Parties and its their respective Representatives may and shall have the right (acting under the direction of the Company Board or any committee thereof) to, directly or indirectly, : (i) initiate, solicit, induce, cause, encourage and or facilitate any Company inquiries or the making of any proposal, offer or other action that constitutes, or may reasonably be expected to lead to, any Acquisition ProposalsProposal, including by way of (A) contacting third parties, (B) broadly disseminating public disclosure or (C) providing access to the properties, offices, assets, books, records and personnel of the Company and the Company Subsidiaries and furnishing non-public information pursuant to (but only pursuant to) one or more Acceptable Confidentiality Agreements; provided, however, that any the Company has previously or concurrently furnished, made available or provided access to such non-public information concerning the Company or the Company Subsidiaries that is provided to such Third Party shall, to the extent not previously provided to Parent or Merger Sub, be provided to Parent or Merger Sub prior to or simultaneously with providing it to such Third Party, and Parties; (ii) engage enter into, continue or otherwise participate in and maintain any discussions or negotiations with respect to any inquiry, proposal or offer that constitutes or may reasonably be expected to lead to a Company Acquisition Proposal or otherwise cooperate with or assist or participate inPerson relating to, or facilitate any in furtherance of such inquiries, proposals, offersoffers or other actions or to obtain, discussions or negotiations or the making of any Company an Acquisition Proposal; (iii) release any Person from, including providing access to or otherwise making available non-public information in accordance with the terms set forth in Section 7.5(a)(i). No later than one (1) Business Day after the No Shop Period Start Daterefrain from enforcing, the Company shall notify Parent in writing of the identity of each Person that submitted a Company Acquisition Proposal prior to the No Shop Period Start Date (each, a “Go Shop Bidder”) and provide to Parent (x) a copy of any Company Acquisition Proposal made in writing and any other written terms standstill agreement or proposals provided (including financing commitments) similar obligation to the Company or any of the Company Subsidiary Subsidiaries; and (yiv) a written summary disclose to the stockholders of the material terms Company any information required to be disclosed under applicable Law; provided, however, that in the case of any this clause (iv) such disclosure shall be deemed to be a Company Acquisition Proposal Change in Recommendation if not made in writing (including any terms proposed orally or supplementally).accompanied by an express public re-affirmation of the Company Recommendation. For purposes of this Agreement, the term “

Company Acquisition Proposals. (a) Notwithstanding anything to the contrary contained in this Agreement but Except as permitted by, and subject to to, Section 7.5(f5.2(b), during the period (the “Go Shop Period”Section 5.2(d) beginning on and Section 5.2(f), from the date of this Agreement until the earlier of the Merger 1 Effective Time and continuing until 11:59 p.m. (New York City time) the date, if any, on April 16, 2014 (the “No Shop Period Start Date”)which this Agreement is terminated pursuant to Article VII, the Company shall not, and shall cause its Subsidiaries not to, and shall not authorize (and shall use commercially reasonable efforts to cause the Representatives shall have the right (acting under the direction of the Company Board or any committee thereof) not to), directly or indirectlyindirectly through another Person, (i) solicit, initiate, solicitseek or knowingly encourage or knowingly facilitate any inquiry, inducediscussion, causerequest, encourage and facilitate proposal or offer with respect to, or the announcement, making or completion of, any Company Acquisition ProposalsProposal, including by way of providing non-public information pursuant to (but only pursuant to) one or more Acceptable Confidentiality Agreements; provided, however, that any non-public information concerning the Company or the Company Subsidiaries that is provided to such Third Party shall, to the extent not previously provided to Parent or Merger Sub, be provided to Parent or Merger Sub prior to or simultaneously with providing it to such Third Party, and (ii) engage in and maintain discussions or negotiations with respect to any inquiry, discussion, request, proposal or offer that constitutes or may would reasonably be expected to lead to a Company Acquisition Proposal or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, offers, discussions or negotiations or the making of any Company Acquisition Proposal, including providing access to (ii) enter into, continue or otherwise making available participate or engage in any negotiations or discussions regarding, or furnish to any Person other than Parent or its Representatives, any non-public information or data with respect to any Company Acquisition Proposal, (iii) approve, recommend, publicly declare advisable or enter into any letter of intent, memorandum of understanding, agreement in accordance with the terms set forth principle, acquisition agreement, merger agreement, share exchange agreement, consolidation agreement, option agreement, joint venture agreement, partnership agreement or other agreement, in Section 7.5(a)(i). No later than one (1) Business Day after the No Shop Period Start Dateeach case, the Company shall notify Parent in writing of the identity of each Person that submitted providing for a Company Acquisition Proposal prior (other than a Company Acceptable Confidentiality Agreement pursuant to Section 5.2(b)) or requiring or having the No Shop Period Start Date effect of requiring the Company to abandon, terminate or materially breach its obligations hereunder or fail to consummate the Mergers (each, a “Go Shop BidderCompany Alternative Acquisition Agreement”), or (iv) agree to or propose publicly to do any of the foregoing. Subject to the other provisions of this Section 5.2, from and provide after the date of this Agreement, the Company agrees that it shall, and shall cause each of its Subsidiaries and shall direct its and their respective Representatives to, immediately cease any solicitations, discussions, negotiations or communications with any Person that may be ongoing with respect to Parent (x) a copy of any Company Acquisition Proposal made in writing and shall terminate access of any other written terms such Person to any data room (virtual or proposals provided (including financing commitmentsactual) containing any information relating to the Company or any Company Subsidiary and (y) a written summary of the material terms of its Subsidiaries with respect to any Company Acquisition Proposal not made in writing (including any terms proposed orally or supplementally)Proposal.