Common use of Company Acquisition Proposals Clause in Contracts

Company Acquisition Proposals. (a) The Company agrees that (i) it and its executive officers and directors shall not and (ii) it shall use reasonable best efforts to ensure that its investment bankers, attorneys, consultants or other agents or representatives shall not, (A) directly or indirectly, initiate, solicit or knowingly encourage or facilitate any inquiries or the making of any proposal or offer with respect to a tender offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and its subsidiaries or any proposal or offer to acquire in any manner an equity interest representing a 25% or greater economic interest in the Company, or assets, securities or ownership interests of or in, the Company or any of its subsidiaries representing 25% or more of the consolidated assets of the Company and its subsidiaries, other than the Merger (any such proposal or offer being hereinafter referred to as a "Company Acquisition Proposal"); provided, however, that for purposes of the references to a Company Acquisition Proposal in clause (y) of Section 8.2(b)(ii) and (iii) and the definition of Company Superior Proposal, the percentage 50% shall be substituted for the percentage 25%, (B) approve, agree to or recommend any Company Acquisition Proposal or enter into any agreement with respect to a Company Acquisition Proposal, (C) directly or indirectly, engage in any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to any person relating to, a Company Acquisition Proposal, or (D) otherwise knowingly encourage or facilitate any effort or attempt to make or implement a Company Acquisition Proposal. Notwithstanding the foregoing, subject to the rights of Parent under Section 8.1(d)(ii), nothing contained in this Agreement shall prevent the Company or the Company Board from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any legally required disclosure to stockholders with regard to a Company Acquisition Proposal, (ii) prior to the approval of the Merger by the Company's stockholders in accordance with this Agreement, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide written Company Acquisition Proposal if the Company Board receives from the person so requesting such information an executed confidentiality agreement containing confidentiality restrictions on terms at least as favorable to the Company as those contained in the Confidentiality Agreement, (iii) prior to the approval of the Merger by the Company's stockholders in accordance with this Agreement, engaging in any negotiations or discussions with any person who has made an unsolicited bona fide written Company Acquisition Proposal, or (iv) prior to the approval of the Merger by the Company's stockholders in accordance with this Agreement and following the receipt of a bona fide written Company Acquisition Proposal that did not result from a breach of this Section 6.5(a), (A) withdrawing, modifying or changing in any adverse manner its approval or recommendation of this Agreement or the Merger or (B) recommending an unsolicited bona fide written Company Acquisition Proposal; if and only to the extent that in connection with the foregoing clauses (ii), (iii) and (iv) above, the Company Board shall have determined in good faith, after consultation with its outside legal counsel and financial advisors, that, (x) in the case of clause (iv) above only, such Company Acquisition Proposal, if accepted, is reasonably capable of being consummated, taking into account all legal, financial, regulatory, timing and similar aspects of the proposal and the person making the proposal and would, if consummated, result in a transaction more favorable to the Company's stockholders from a financial point of view than the Merger (any such more favorable Company Acquisition Proposal being referred to in this Agreement as a "Company Superior Proposal") and (y) in the case of clauses (ii) and (iii) above only, there is a reasonable possibility that such actions could lead to a Company Superior Proposal. The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any persons conducted prior to the date of this Agreement with respect to any Company Acquisition Proposal. After the date hereof, the Company shall promptly notify Parent of the receipt of any Acquisition Proposal or any request for non-public information or inquiry that it reasonably believes will lead to a Company Acquisition Proposal, which notice shall include the identity of the person making such Company Acquisition Proposal and the material terms thereof and thereafter shall keep Parent informed, on a current basis, on the status and terms of any such proposals or offers and the status of any such discussions or negotiations. The Company shall promptly request each person that has heretofore executed a confidentiality agreement in connection with its consideration of a Company Acquisition Proposal to return or destroy all confidential information furnished prior to the execution of this Agreement to or for the benefit of such person by or on behalf of it or any of its subsidiaries.

Company Acquisition Proposals. (a) The Company agrees that Subject to Section 6.03(b), Section 6.03(c) Section 6.03(d) and Section 6.03(f), (i) it the Company shall not, and shall cause each of its Subsidiaries and its executive officers and directors shall not and (ii) it shall use reasonable best efforts to ensure that its their respective officers, directors, employees, investment bankers, attorneys, consultants accountants or other agents advisors retained by the Company or representatives shall notits Subsidiaries (collectively, “Company Representatives”) not to, directly or indirectly, (A) directly or indirectlysolicit, initiate, solicit initiate or knowingly facilitate or encourage or facilitate any inquiries or the making submission of any proposal Acquisition Proposal, (B) enter into or offer with respect to a tender offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and its subsidiaries or any proposal or offer to acquire participate in any manner an equity interest representing a 25% discussions or greater economic interest in the Companynegotiations with, or assets, securities furnish any non-public information or ownership interests of or in, access relating to the Company or any of its subsidiaries representing 25% Subsidiaries to, any Third Party with respect to an Acquisition Proposal or more any inquiry or proposal that could reasonably be expected to lead to an Acquisition Proposal or (C) enter into any agreement in principle, letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other similar agreement relating to an Acquisition Proposal and (ii) except as otherwise provided in this Section 6.03, the Board of Directors of the consolidated assets Company shall not fail to make and shall not withdraw, withhold, qualify or modify, or resolve to or publicly propose to withdraw, withhold, qualify or modify in a manner adverse to Parent, the Company Board Recommendation, or approve, endorse or recommend or publicly propose to approve, endorse or recommend, an Acquisition Proposal (any of the foregoing in this clause (ii), an “Adverse Recommendation Change”; provided, that, for the avoidance of doubt, none of (1) actions contemplated by Section 6.03(a) or 6.03(b), (2) the determination by the Board of Directors in accordance with this Section 6.03 that an Acquisition Proposal constitutes a Superior Proposal or (3) the delivery by the Company of the notices to Parent required by this Section 6.03 shall, in and of itself, constitute an Adverse Recommendation Change). The Company will be liable for any breach of this Section 6.03 by any Company Representatives as if such breach had been committed by the Company. The Company shall immediately cease any discussions or negotiations with any person with respect to an Acquisition Proposal or any inquiry or proposal that could reasonably be expected to lead to an Acquisition Proposal and promptly after the date hereof terminate access to any Third Party or its Representatives to any electronic data room maintained by the Company or its Subsidiaries with respect to the transactions contemplated by this Agreement and request that any such person promptly return or destroy all confidential information concerning the Company and its subsidiaries, other than Subsidiaries to the Merger (any such proposal or offer being hereinafter referred to as a "Company Acquisition Proposal"); provided, however, that for purposes of the references extent permitted pursuant to a confidentiality agreement with such person. The Company Acquisition Proposal and its Subsidiaries shall not release any Third Party from, or waive, amend or modify any provision of, or grant permission under, (x) any standstill provision in clause any agreement to which the Company or any of its Subsidiaries is a party or (y) of Section 8.2(b)(ii) and (iii) and the definition of Company Superior Proposal, the percentage 50% shall be substituted for the percentage 25%, (B) approve, agree to or recommend any Company Acquisition Proposal or enter into confidentiality provision in any agreement to which the Company or any of its Subsidiaries is a party except, with respect to a Company Acquisition Proposal, clause (C) directly or indirectly, engage in any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to any person relating to, a Company Acquisition Proposal, or (D) otherwise knowingly encourage or facilitate any effort or attempt to make or implement a Company Acquisition Proposal. Notwithstanding the foregoing, subject to the rights of Parent under Section 8.1(d)(ii), nothing contained in this Agreement shall prevent the Company or the Company Board from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any legally required disclosure to stockholders with regard to a Company Acquisition Proposal, (ii) prior to the approval of the Merger by the Company's stockholders in accordance with this Agreement, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide written Company Acquisition Proposal if the Company Board receives from the person so requesting such information an executed confidentiality agreement containing confidentiality restrictions on terms at least as favorable to the Company as those contained in the Confidentiality Agreement, (iii) prior to the approval of the Merger by the Company's stockholders in accordance with this Agreement, engaging in any negotiations or discussions with any person who has made an unsolicited bona fide written Company Acquisition Proposal, or (iv) prior to the approval of the Merger by the Company's stockholders in accordance with this Agreement and following the receipt of a bona fide written Company Acquisition Proposal that did not result from a breach of this Section 6.5(ax), (A) withdrawing, modifying or changing in any adverse manner its approval or recommendation of this Agreement or the Merger or (B) recommending an unsolicited bona fide written Company Acquisition Proposal; if and only to the extent that in connection with prior to the foregoing clauses (ii), (iii) and (iv) above, receipt of the Company Stockholder Approval the Board shall have determined of Directors of the Company concludes in good faith, after consultation with its financial advisors and outside legal counsel and financial advisorscounsel, that, (x) in the case of clause (iv) above only, failure to take such Company Acquisition Proposal, if accepted, is action would be reasonably capable of being consummated, taking into account all legal, financial, regulatory, timing and similar aspects of the proposal and the person making the proposal and would, if consummated, likely to result in a transaction more favorable breach of its fiduciary duties under Applicable Law or (B) to the Company's stockholders from a financial point of view than the Merger (extent that any such more favorable Company Acquisition Proposal being referred standstill provision in any agreement to in this Agreement as a "Company Superior Proposal") and (y) in the case of clauses (ii) and (iii) above only, there is a reasonable possibility that such actions could lead to a Company Superior Proposal. The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any persons conducted prior to the date of this Agreement with respect to any Company Acquisition Proposal. After the date hereof, which the Company shall promptly notify Parent of the receipt of any Acquisition Proposal or any request for non-public information or inquiry that it reasonably believes will lead to a Company Acquisition Proposal, which notice shall include the identity of the person making such Company Acquisition Proposal and the material terms thereof and thereafter shall keep Parent informed, on a current basis, on the status and terms of any such proposals or offers and the status of any such discussions or negotiations. The Company shall promptly request each person that has heretofore executed a confidentiality agreement in connection with its consideration of a Company Acquisition Proposal to return or destroy all confidential information furnished prior to the execution of this Agreement to or for the benefit of such person by or on behalf of it or any of its subsidiariesSubsidiaries is a party includes a “fallaway” or other similar provision that causes such standstill provision to be released, waived, modified or amended as a result of the Company entering into this Agreement in and of itself.

Company Acquisition Proposals. (a) The Company agrees that (i) it and its executive officers Subsidiaries and its and their respective officers, directors and employees shall not and (ii) it shall use reasonable best efforts to ensure that its investment bankers, attorneys, consultants or other agents or representatives shall not, (A) directly or indirectly, initiate, solicit or knowingly encourage or facilitate any inquiries or the making of any proposal or offer with respect to a tender offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and its subsidiaries Subsidiaries or any proposal or offer to acquire or dispose of in any manner manner, an equity interest representing a 2510% or greater economic interest in the Company, or assets, securities or ownership interests of or in, the Company or any of its subsidiaries Subsidiaries representing 2510% or more of the consolidated assets of the Company and its subsidiariesSubsidiaries, other than the Merger (any such proposal or offer being hereinafter referred to as a "Company Acquisition Proposal"); provided, however, that for purposes of the references to a Company Acquisition Proposal in clause (yB) of Section 8.2(b)(ii) and (iii) and the definition of Company Superior Proposal, the percentage 50% shall be substituted for the percentage 2510%, (B) approve, agree to or recommend any Company Acquisition Proposal or enter into any agreement with respect to a Company Acquisition Proposal, (C) directly or indirectly, engage in any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to any person relating to, a Company Acquisition Proposal, or (D) otherwise knowingly encourage or facilitate any effort or attempt to make or implement a Company Acquisition Proposal. Notwithstanding the foregoing, subject Subject to the rights of Parent the Acquiror under Section 8.1(d)(ii), nothing contained in this Agreement (including the preceding paragraph) shall prevent the Company or the Company Board from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any legally required disclosure to stockholders with regard to a Company Acquisition Proposal, (ii) prior to the approval of the Merger by the Company's stockholders in accordance with this Agreement, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide written Company Acquisition Proposal if the Company Board receives from the person so requesting such information an executed confidentiality agreement containing confidentiality and other restrictions on terms at least as favorable to the Company as those contained in the Confidentiality Agreement, (iii) prior to the approval of the Merger by the Company's stockholders in accordance with this Agreement, engaging in any negotiations or discussions with any person who has made an unsolicited bona fide written Company Acquisition Proposal, or (iv) prior to the approval of the Merger by the Company's stockholders in accordance with this Agreement and following the receipt of a bona fide written Company Acquisition Proposal that did not result from a breach of this Section 6.5(a6.4(a), (A) withdrawing, modifying or changing in any adverse manner its approval or recommendation of this Agreement or the Merger Company Recommendation or (B) recommending an unsolicited bona fide written Company Acquisition Proposal; if and only to the extent that in connection with the foregoing clauses (ii), (iii) and (iv) above, the Company Board shall have determined in good faith, after consultation with its outside legal counsel and financial advisors, that, (x1) in the case of clause (iv) above only, such Company Acquisition Proposal, if accepted, is reasonably capable of being likely to be consummated, taking into account all legal, financial, regulatory, timing and similar aspects of the proposal and the person making the proposal and would, if consummated, result in a transaction more favorable to the Company's stockholders from a financial point of view than the Merger (any such more favorable Company Acquisition Proposal being referred to in this Agreement as a "Company Superior Proposal") and (y2) in the case of clauses (ii) and (iii) above only, there is a reasonable possibility likelihood that such actions could lead to a Company Superior Proposal. The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any persons conducted prior to the date of this Agreement with respect to any Company Acquisition ProposalProposal (but the foregoing will not prevent further interaction with any such persons to the extent permitted by the preceding paragraph). After the date hereofof this Agreement, the Company shall promptly notify Parent the Acquiror of the receipt of any Acquisition Proposal or any request for non-public information or inquiry that it reasonably believes will lead to a Company Acquisition Proposal, which notice shall include the identity of the person making such Company Acquisition Proposal and the material terms thereof and thereafter shall keep Parent informed, on a current basis, on the status and terms of any such proposals or offers and the status of any such discussions or negotiations. The Company shall promptly request each person that has heretofore executed a confidentiality agreement in connection with its consideration of a Company Acquisition Proposal to return or destroy all confidential information furnished prior to the execution of this Agreement to or for the benefit of such person by or on behalf of it or any of its subsidiaries.

Company Acquisition Proposals. (a) The Company agrees that (i) none of it or its subsidiaries and its executive officers and directors shall not and (ii) it shall use reasonable best efforts to ensure that its none of their respective officers, directors, investment bankers, financial advisors, attorneys, accountants, consultants or other agents agents, advisors or representatives shall not(collectively, the "Company Representatives") shall, (Ai) directly or indirectly, initiate, solicit or knowingly solicit, encourage or facilitate any inquiries inquiries, or the making making, submission or reaffirmation of any proposal or offer offer, with respect to a tender offer or exchange offer, proposal for a merger, reorganization, share exchange, consolidation or other business combination involving the Company and or any of its significant subsidiaries or any proposal or offer to acquire acquisition in any manner of an equity interest representing a 2520% or greater economic or voting interest in the CompanyCompany or any of its significant subsidiaries, or with respect to the assets, securities or ownership interests of or in, in the Company or any of its subsidiaries representing 2520% or more of the consolidated assets of the Company and its subsidiaries, in each case other than the Merger transactions contemplated by this Agreement (any such inquiry, proposal or offer being hereinafter referred to as a "Company Acquisition Proposal"); provided, however, that for purposes of the references to a Company Acquisition Proposal in clause or (y) of Section 8.2(b)(ii) and (iii) and the definition of Company Superior Proposal, the percentage 50% shall be substituted for the percentage 25%, (B) approve, agree to or recommend any Company Acquisition Proposal or enter into any agreement with respect to a Company Acquisition Proposal, (Cii) directly or indirectly, engage in in, approve or enter into any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to any person relating to, a Company Acquisition Proposal, or (D) otherwise knowingly encourage or facilitate any effort or attempt to make or implement a Company Acquisition Proposal. Notwithstanding the foregoing, subject at any time prior to the rights of Parent under Section 8.1(d)(ii), nothing contained in this Agreement shall prevent obtaining the Company or Requisite Vote, the Company Board from may (iA) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any legally required disclosure to stockholders with regard to a Company Acquisition Proposal, (ii) prior to the approval of the Merger by the Company's stockholders in accordance with this Agreement, providing provide access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide written Company Acquisition Proposal if the Company Board receives from the person so requesting such information an executed confidentiality agreement containing confidentiality restrictions on terms at least as favorable to the Company as those contained in the Confidentiality Agreement, or (iiiB) prior to the approval of the Merger by the Company's stockholders in accordance with this Agreement, engaging engage in any negotiations or discussions with any person who has made an unsolicited bona fide written Company Acquisition Proposal, or (iv) prior to the approval of the Merger by the Company's stockholders in accordance with this Agreement and following the receipt of a bona fide written Company Acquisition Proposal that did not result from a breach of this Section 6.5(a), (A) withdrawing, modifying or changing in any adverse manner its approval or recommendation of this Agreement or the Merger or (B) recommending an unsolicited bona fide written Company Acquisition Proposal; if and only to the extent that prior to taking any of the actions set forth in connection with the foregoing clauses (iiA) or (B), (iiiw) and (iv) above, the Company receives from the party so requesting such access or information or making such proposal an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement and it being understood that the Company may enter into a confidentiality agreement without a standstill provision or with a standstill provision that is less favorable to the Company than the standstill provision contained in the Confidentiality Agreement if it waives or similarly modifies the standstill provision in the Confidentiality Agreement), (x) the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel and financial advisors, thatthat such Company Acquisition Proposal constitutes, (x) in or is reasonably expected to lead to, a Company Superior Proposal from the case of clause (iv) above only, such party that made the applicable Company Acquisition Proposal, if accepted(y) the Company has complied with its obligations under this Section 6.4, and (z) the Company shall inform Parent prior to the taking by it of any such action. A "Company Superior Proposal" means a Company Acquisition Proposal (with the references to "20% or greater" and "20% or more" contained therein being replaced with "greater than 50%") that is reasonably capable of being consummated, taking into account all legal, financial, regulatory, timing timing, and similar aspects of, and conditions to, the proposal, the likelihood of the proposal obtaining necessary financing and the person making the proposal proposal, and wouldthat, if consummated, would result in a transaction more favorable to the Company's stockholders from a financial point of view than the Merger (any such more favorable Company Acquisition Proposal being referred to in transaction contemplated by this Agreement as a "Company Superior Proposal") and (y) in the case of clauses (ii) and (iii) above only, there is a reasonable possibility that such actions could lead after giving effect to a Company Superior Proposal. The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any persons conducted prior adjustments to the date terms and provisions of this Agreement with respect proposed by Parent in response to any such Company Acquisition Proposal. After the date hereof, the Company shall promptly notify Parent of the receipt of any Acquisition Proposal or any request for non-public information or inquiry that it reasonably believes will lead to a Company Acquisition Proposal, which notice shall include the identity of the person making such Company Acquisition Proposal and the material terms thereof and thereafter shall keep Parent informed, on a current basis, on the status and terms of any such proposals or offers and the status of any such discussions or negotiations). The Company shall use its reasonable best efforts to take the necessary steps promptly request each person that has heretofore executed a confidentiality agreement to inform the Company Representatives of the obligations undertaken in connection with its consideration of a Company Acquisition Proposal to return or destroy all confidential information furnished prior to the execution of this Agreement to or for the benefit of such person by or on behalf of it or any of its subsidiariesSection 6.4.

Company Acquisition Proposals. (a) The Company agrees that (i) it and its executive officers Subsidiaries and its and their respective officers, directors and employees shall not and (ii) it shall use reasonable best efforts to ensure that its investment bankers, attorneys, consultants or other agents or representatives shall not, (A) directly or indirectly, initiate, solicit or knowingly encourage or facilitate any inquiries or the making of any proposal or offer with respect to a tender offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and its subsidiaries Subsidiaries or any proposal or offer to acquire or dispose of in any manner manner, an equity interest representing a 2510% or greater economic interest in the Company, or assets, securities or ownership interests of or in, the Company or any of its subsidiaries Subsidiaries representing 2510% or more of the consolidated assets of the Company and its subsidiariesSubsidiaries, other than the Merger (any such proposal or offer being hereinafter referred to as a "“Company Acquisition Proposal"”); provided, however, that for purposes of the references to a Company Acquisition Proposal in clause (yB) of Section 8.2(b)(ii) and (iii) and the definition of Company Superior Proposal, the percentage 50% shall be substituted for the percentage 2510%, (B) approve, agree to or recommend any Company Acquisition Proposal or enter into any agreement with respect to a Company Acquisition Proposal, (C) directly or indirectly, engage in any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to any person relating to, a Company Acquisition Proposal, or (D) otherwise knowingly encourage or facilitate any effort or attempt to make or implement a Company Acquisition Proposal. Notwithstanding the foregoing, subject Subject to the rights of Parent the Acquiror under Section 8.1(d)(ii), nothing contained in this Agreement (including the preceding paragraph) shall prevent the Company or the Company Board from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any legally required disclosure to stockholders with regard to a Company Acquisition Proposal, (ii) prior to the approval of the Merger by the Company's ’s stockholders in accordance with this Agreement, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide written Company Acquisition Proposal if the Company Board receives from the person so requesting such information an executed confidentiality agreement containing confidentiality and other restrictions on terms at least as favorable to the Company as those contained in the Confidentiality Agreement, (iii) prior to the approval of the Merger by the Company's ’s stockholders in accordance with this Agreement, engaging in any negotiations or discussions with any person who has made an unsolicited bona fide written Company Acquisition Proposal, or (iv) prior to the approval of the Merger by the Company's ’s stockholders in accordance with this Agreement and following the receipt of a bona fide written Company Acquisition Proposal that did not result from a breach of this Section 6.5(a6.4(a), (A) withdrawing, modifying or changing in any adverse manner its approval or recommendation of this Agreement or the Merger Company Recommendation or (B) recommending an unsolicited bona fide written Company Acquisition Proposal; if and only to the extent that in connection with the foregoing clauses (ii), (iii) and (iv) above, the Company Board shall have determined in good faith, after consultation with its outside legal counsel and financial advisors, that, (x1) in the case of clause (iv) above only, such Company Acquisition Proposal, if accepted, is reasonably capable of being likely to be consummated, taking into account all legal, financial, regulatory, timing and similar aspects of the proposal and the person making the proposal and would, if consummated, result in a transaction more favorable to the Company's ’s stockholders from a financial point of view than the Merger (any such more favorable Company Acquisition Proposal being referred to in this Agreement as a "“Company Superior Proposal"”) and (y2) in the case of clauses (ii) and (iii) above only, there is a reasonable possibility likelihood that such actions could lead to a Company Superior Proposal. The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any persons conducted prior to the date of this Agreement with respect to any Company Acquisition ProposalProposal (but the foregoing will not prevent further interaction with any such persons to the extent permitted by the preceding paragraph). After the date hereofof this Agreement, the Company shall promptly notify Parent the Acquiror of the receipt of any Acquisition Proposal or any request for non-public information or inquiry that it reasonably believes will lead to a Company Acquisition Proposal, which notice shall include the identity of the person making such Company Acquisition Proposal and the material terms thereof and thereafter shall keep Parent informed, on a current basis, on the status and terms of any such proposals or offers and the status of any such discussions or negotiations. The Company shall promptly request each person that has heretofore executed a confidentiality agreement in connection with its consideration of a Company Acquisition Proposal to return or destroy all confidential information furnished prior to the execution of this Agreement to or for the benefit of such person by or on behalf of it or any of its subsidiaries.