Common use of Conduct Following No-Shop Period Start Date Clause in Contracts

Conduct Following No-Shop Period Start Date. Notwithstanding anything in this Agreement to the contrary but subject to the last sentence of this Section 6.2(c), at any time following the No-Shop Period Start Date and prior to the Acceptance Time, if the Company receives an Acquisition Proposal from any Person or group of Persons that did not result from a material breach of this Section 6.2 (i) the Company and its Representatives may contact such Person or group of Persons solely to clarify the terms and conditions thereof, (ii) the Company and its Representatives may provide non-public information and data concerning the Company and the Company Subsidiaries to such Person or group of Persons and their Representatives and their prospective equity and debt financing sources if the Company first receives from such Person an executed Acceptable Confidentiality Agreement; provided that the Company shall promptly make available to Parent and Merger Sub (through an electronic data site or otherwise), prior to or concurrently with providing such information to any such Person(s), any non-public information concerning the Company or its Subsidiaries that the Company made available to any such Person or group of Persons and their Representatives and their prospective equity and debt financing sources if such information was not previously made available to Parent or Merger Sub, and (iii) the Company and its Representatives may engage or participate in any discussions or negotiations with such Person regarding such Acquisition Proposal, if prior to taking any action described in clauses (ii) or (iii) above, (x) such Person first executes an Acceptable Confidentiality Agreement with the Company and the Company Board of Directors determines in good faith (after consultation with its financial advisor and outside counsel) that (A) the failure to take such action would be inconsistent with the Company directors’ fiduciary duties under Applicable Law and (B) such Acquisition Proposal either constitutes a Superior Proposal or would reasonably be expected to result in a Superior Proposal, (y) the Company provides prompt notice to Parent of each such determination by the Company’s Board of Directors and of its intent to provide such information or engage in such negotiations or discussions and (z) such Acquisition Proposal did not result from a material breach of this Section 6.2. For the avoidance of doubt, notwithstanding the occurrence of the No-Shop Period Start Date, the Company may continue to engage in the activities described in Section 6.2(a) with respect to any Excluded Parties, including with respect to any amended proposal that is submitted by any Excluded Parties following the No-Shop Period Start Date, and the restrictions in Section 6.2(b) shall not apply with respect thereto; provided that the provisions of Section 6.2(e) and (g) shall apply. Following the No-Shop Period Start Date and until the Acceptance Time or, if earlier, the termination of this Agreement, the Company shall notify Parent promptly (and, in any event within twenty-four (24) hours) of (x) any request for information, discussions or negotiations relating to an Acquisition Proposal or (y) any Acquisition Proposal that is received by the Company, its Subsidiaries or any of their Representatives, and, if the Company or any of its Representatives is still in negotiations with respect thereto, (i) the identity of the Person or group of Persons making such request or Acquisition Proposal, (ii) a copy of any Acquisition Proposal made in writing provided to the Company or any of its Subsidiaries (including any financing commitments relating thereto, which shall include any fee letters (it being understood that any such fee letter may be redacted to omit the numerical amounts provided therein)) and (iii) a written summary of the material terms of any such Acquisition Proposal not made in writing. From and after the No-Shop Period Start Date, the Company shall keep Parent and its Representatives reasonably informed of any material changes in the status or terms of any Acquisition Proposal (whether made before or after the No-Shop Period Start Date, and whether solicited in accordance with this Section 6.2 or unsolicited) on a current basis (and, in any event within twenty-four (24) hours of any such material changes).

Conduct Following No-Shop Period Start Date. Notwithstanding anything in this Agreement to the contrary but subject to the last sentence of this Section 6.2(c)paragraph, at any time following the No-Shop Period Start Date and prior to the Acceptance Timeearlier of the Offer Closing and the time Company Requisite Vote is obtained, if the Company or any of its Representatives receives an a written Acquisition Proposal from any Person or group of Persons that did not result from a material breach of this Section 6.2 (i) 7.2(b), the Company and its Representatives may contact such Person or group of Persons solely to clarify the terms and conditions thereof, thereof and (iii) the Company and its Representatives may provide non-public information and data concerning the Company and the Company its Subsidiaries in response to a request therefor by such Person or group of Persons and their Representatives and their prospective equity and debt financing sources if the Company first receives from such Person an executed Acceptable Confidentiality Agreement; provided confidentiality agreement on customary terms (it being understood that such confidentiality agreement need not prohibit the Company shall promptly make available to Parent and Merger Sub (through making or amendment of an electronic data site or otherwiseAcquisition Proposal), prior to or concurrently with providing such information to any such Person(s), any non-public information concerning the Company or its Subsidiaries that the Company made available to any such Person or group of Persons and their Representatives and their prospective equity and debt financing sources if such information was not previously made available to Parent or Merger Sub, and (iiiii) the Company and its Representatives may engage or participate in any discussions or negotiations with such Person regarding and (iii) after having complied with Section 7.2(e), the Board of Directors of the Company or any committee thereof may authorize, adopt, approve, recommend, or otherwise declare advisable or propose to authorize, adopt, approve, recommend or declare advisable (publicly or otherwise) such an Acquisition Proposal, if and only to the extent that, (x) prior to taking any action described in clauses clause (i) or (ii) above, the Board of Directors of the Company or any committee thereof determines in good faith (after consultation with its outside legal counsel) that failure to take such action could be inconsistent with the directors’ fiduciary duties under applicable Law; (y) in each such case referred to in clause (i) or (ii) above, the Board of Directors of the Company or any committee thereof has determined in good faith (after consultation with its financial advisor) that such Acquisition Proposal either constitutes a Superior Proposal or could reasonably be expected to result in a Superior Proposal; and (z) in the case referred to in clause (iii) above, (x) such Person first executes an Acceptable Confidentiality Agreement with the Company and the Company Board of Directors of the Company or any committee thereof determines in good faith (after consultation with its financial advisor and outside counseladvisor) that (A) the failure to take such action would be inconsistent with the Company directors’ fiduciary duties under Applicable Law and (B) such Acquisition Proposal either constitutes a Superior Proposal or would reasonably be expected to result in is a Superior Proposal, (y) the Company provides prompt notice to Parent of each such determination by the Company’s Board of Directors and of its intent to provide such information or engage in such negotiations or discussions and (z) such Acquisition Proposal did not result from a material breach of this Section 6.2. For the avoidance of doubt, notwithstanding the occurrence of the No-Shop Period Start Date, the Company may continue to engage in the activities described in Section 6.2(a) with respect to any Excluded Parties, including with respect to any amended proposal that is submitted by any Excluded Parties following the No-Shop Period Start Date, and the restrictions in Section 6.2(b) shall not apply with respect thereto; provided that the provisions of Section 6.2(e) and (g) shall apply. Following the No-Shop Period Start Date and until the Acceptance Time or, if earlier, the termination of this Agreement, the Company shall notify Parent promptly (and, in any event within twenty-four (24) hours) of (x) any request for information, discussions or negotiations relating to an Acquisition Proposal or (y) any Acquisition Proposal that is received by the Company, its Subsidiaries or any of their Representatives, and, if the Company or any of its Representatives is still in negotiations with respect thereto, (i) the identity of the Person or group of Persons making such request or Acquisition Proposal, (ii) a copy of any Acquisition Proposal made in writing provided to the Company or any of its Subsidiaries (including any financing commitments relating thereto, which shall include any fee letters (it being understood that any such fee letter may be redacted to omit the numerical amounts provided therein)) and (iii) a written summary of the material terms of any such Acquisition Proposal not made in writing. From and after the No-Shop Period Start Date, the Company shall keep Parent and its Representatives reasonably informed of any material changes in the status or terms of any Acquisition Proposal (whether made before or after the No-Shop Period Start Date, and whether solicited in accordance with this Section 6.2 or unsolicited) on a current basis (and, in any event within twenty-four (24) hours of any such material changes).

Conduct Following No-Shop Period Start Date. Notwithstanding anything in this Agreement to the contrary but subject to the last sentence of this Section 6.2(c)contrary, at any time following the No-Shop Period Start Date and prior to the Acceptance Timetime, but not after, the Company Requisite Vote is obtained, if the Company receives an a bona fide written Acquisition Proposal (or an amendment or modification thereto) from any Person or group of Persons that is not withdrawn and that did not result from a material breach of this Section 6.2 6.2(b) (i) for the Company and its Representatives may contact such avoidance of doubt, receipt of an Acquisition Proposal from a Person or group of Persons solely who were solicited during the Go-Shop Period, in and of itself, shall not be deemed a breach of Section 6.2(b)), subject to clarify the terms and conditions thereofcompliance with this Section 6.2(c), (iii) the Company and its Representatives may provide non-public information and data concerning the Company and the Company its Subsidiaries in response to a request therefor by such Person or group of Persons and their Representatives and their prospective equity and debt financing sources if the Company first receives from such Person an executed Acceptable Confidentiality Agreement; provided, that (A) a copy of the Acceptable Confidentiality Agreement is provided that to Parent promptly (and, in any event, within twenty-four (24) hours) after execution thereof, (B) the Company and its Representatives shall promptly make available to Parent and Merger Sub (through an electronic data site or otherwise), prior to or concurrently with providing such information not provide to any such Person(s), Person any non-public information or data that has not been provided to Parent by the Company or its Representatives (including pursuant to this Section 6.2) prior to the No-Shop Period Start Date unless such information or data is material and is as a result of an event, fact or circumstance occurring after the No-Shop Period Start Date and the Company promptly (and in any event within twenty-four (24) hours thereafter) provides to Parent any such non-public information or data that the Company provides to such Person; (C) the Company and its Representatives shall withhold such portions of the information and data to the extent relating to any pricing or other matters that are highly sensitive or competitive in nature from any Restricted Bidder, except to a Qualified Bidder, in which case, such disclosure shall be subject to an Acceptable Confidentiality Agreement and pursuant to customary “clean-room” or other appropriate procedures and (D) solely in the case of a Person who is or was an Excluded Party or any other Person who received non-public information or data concerning the Company or its Subsidiaries that from the Company made available to or its Representatives during the Go-Shop Period (any such Person Person, a “Prior Participant”), unless prior to the fifth (5th) Business Day after receipt of such Acquisition Proposal from such Prior Participant the Company notifies Parent that it intends to terminate this Agreement in accordance with Section 6.2(e) to enter into an Alternative Acquisition Agreement with such Prior Participant, the Company shall immediately cease providing any non-public information and data concerning the Company or group its Subsidiaries to such Prior Participant and its Representatives (including terminating any access such Prior Participant or its Representatives had to a data room) as of Persons and their Representatives and their prospective equity and debt financing sources if 11:59 p.m. (Eastern time) on such information was not previously made available to Parent or Merger Subfifth (5th) Business Day, and (iiiii) the Company and its Representatives may engage or participate in any discussions or negotiations with such Person regarding such Acquisition ProposalPerson, in each of (i) and (ii), if and only to the extent that, prior to taking any action described in clauses clause (iii) or (iiiii) above, (x) such Person first executes an Acceptable Confidentiality Agreement with the Company and the Company Board of Directors of the Company (or an authorized committee thereof) determines in good faith (after consultation with its financial advisor and outside legal counsel) that (A) the failure to take such action would be inconsistent with the Company directors’ fiduciary duties under Applicable Law applicable Law, and (B) such Acquisition Proposal either constitutes a Superior Proposal or would reasonably be expected to result in a Superior Proposal, (y) the Company provides prompt notice to Parent of each such determination by the Company’s Board of Directors of the Company (or an authorized committee thereof) has determined in good faith (after consultation with outside legal counsel and of its intent to provide such information or engage in such negotiations or discussions and (za nationally-recognized financial advisor) that such Acquisition Proposal did not result from constitutes a material breach of this Section 6.2. For the avoidance of doubtSuperior Proposal; provided, notwithstanding the occurrence of the No-Shop Period Start Date, the Company may continue to engage in the activities described in Section 6.2(a) with respect to any Excluded Parties, including with respect to any amended proposal that is submitted by any Excluded Parties following the No-Shop Period Start Date, and the restrictions in Section 6.2(b) shall not apply with respect thereto; provided that the provisions of Section 6.2(e) and (g) shall apply. Following the No-Shop Period Start Date and until the Acceptance Time or, if earlier, the termination of this Agreement, the Company shall notify Parent promptly immediately (and, and in any event within twenty-four (24) hours) notify Parent of any determination by the Board of Directors of the Company (xor an authorized committee thereof) any request for informationcontemplated by this Section 6.2(c) specifying that notice is given pursuant to this Section 6.2(c); provided, discussions or negotiations relating to an Acquisition Proposal or further, that the Company and its Representatives may contact such Person before making the determination set forth in Section 6.2(c)(ii)(x) and (y) any Acquisition Proposal that is received by solely to clarify the Companyterms and conditions of such proposal, its Subsidiaries or any of their Representatives, and, if the Company or any of its Representatives is still in negotiations with respect thereto, (i) the identity of the Person or group of Persons making such request or Acquisition Proposal, (ii) a copy of any Acquisition Proposal made in writing provided including to the Company or any of its Subsidiaries (including any financing commitments relating thereto, which shall include any fee letters (it being understood that any such fee letter may be redacted to omit the numerical amounts provided therein)) and (iii) a written summary of the material terms of any clarify whether such Acquisition Proposal not made in writing. From constitutes a Superior Proposal and after the No-Shop Period Start Date, the Company shall keep Parent and its Representatives reasonably informed extent of any material changes in the status or terms of diligence that may be required by such Person, prior to making any Acquisition Proposal (whether made before or after the No-Shop Period Start Date, and whether solicited in accordance with this Section 6.2 or unsolicited) on a current basis (andsuch determination but not, in any event within twenty-four (24) hours of any event, to negotiate such material changes)terms and conditions.

Conduct Following No-Shop Period Start Date. Notwithstanding anything in this Agreement to the contrary but subject to the last sentence of this contained in Section 6.2(c5.5(b), if at any time following the No-Shop Period Start Date and prior to the Acceptance Time, if the Company receives an Acquisition Proposal from any Person or group of Persons that did not result from a material breach of this Section 6.2 Effective Time (i) the Company and its Representatives may contact such Person or group of Persons solely to clarify the terms and conditions thereofhas received an unsolicited bona fide written Acquisition Proposal from a third party, (ii) the Company and its Representatives may provide non-public information and data concerning the Company and the Company Subsidiaries has not breached this Section 5.5, in any material respect with respect to such Person or group of Persons and their Representatives and their prospective equity and debt financing sources if the Company first receives from such Person an executed Acceptable Confidentiality Agreement; provided that the Company shall promptly make available to Parent and Merger Sub (through an electronic data site or otherwise)Acquisition Proposal, prior to or concurrently with providing such information to any such Person(s), any non-public information concerning the Company or its Subsidiaries that the Company made available to any such Person or group of Persons and their Representatives and their prospective equity and debt financing sources if such information was not previously made available to Parent or Merger Sub, and (iii) the Company and its Representatives may engage or participate in any discussions or negotiations with such Person regarding such Acquisition Proposal, if prior to taking any action described in clauses (ii) or (iii) above, (x) such Person first executes an Acceptable Confidentiality Agreement with the Company and the Company Board of Directors determines in good faith (faith, after consultation with its financial advisor and outside counsel) legal advisors, that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal and (Aiv) the Company Board determines in good faith, after consultation with its financial and legal advisors, that failure to take such action would be inconsistent with its fiduciary duties to the stockholders of the Company directors’ fiduciary duties under Applicable Law applicable Law, then the Company and the Company Representatives may (A) furnish nonpublic information with respect to the Company and the Company Subsidiary to the Person making such Acquisition Proposal and (B) participate in discussions or negotiations with the Person making such Acquisition Proposal either constitutes a Superior Proposal or would reasonably be expected to result in a Superior Proposal, (y) the Company provides prompt notice to Parent of each such determination by the Company’s Board of Directors and of its intent to provide such information or engage in such negotiations or discussions and (z) regarding such Acquisition Proposal did not result from a material breach of this Section 6.2. For the avoidance of doubt, notwithstanding the occurrence of the No-Shop Period Start Date, the Company may continue to engage in the activities described in Section 6.2(a) with respect to any Excluded Parties, including with respect to any amended proposal that is submitted by any Excluded Parties following the No-Shop Period Start Date, and the restrictions in Section 6.2(b) shall not apply with respect theretoProposal; provided that the provisions of Section 6.2(e) and (g) shall apply. Following the No-Shop Period Start Date and until the Acceptance Time or, if earlier, the termination of this Agreement, the Company shall notify Parent promptly (and, in any event within twenty-four (24) hours) of (x) will not, and will not allow the Company Subsidiary and the Company Representatives to, disclose any request for information, discussions or negotiations relating non-public information to such Person without first entering into an Acquisition Proposal or Acceptable Confidentiality Agreement and (y) will promptly provide to Parent any Acquisition Proposal that is received by the Company, its Subsidiaries or any of their Representatives, and, if information concerning the Company or any of its Representatives is still in negotiations with respect thereto, (i) the identity of the Person or group of Persons making such request or Acquisition Proposal, (ii) a copy of any Acquisition Proposal made in writing Company Subsidiary provided to the Company or any of its Subsidiaries (including any financing commitments relating thereto, such other Person which shall include any fee letters (it being understood that any such fee letter may be redacted was not previously provided to omit the numerical amounts provided therein)) and (iii) a written summary of the material terms of any such Acquisition Proposal not made in writing. From and after the No-Shop Period Start Date, the Company shall keep Parent and its Representatives reasonably informed of any material changes in the status or terms of any Acquisition Proposal (whether made before or after the No-Shop Period Start Date, and whether solicited in accordance with this Section 6.2 or unsolicited) on a current basis (and, in any event within twenty-four (24) hours of any such material changes)Parent.

Conduct Following No-Shop Period Start Date. Notwithstanding anything in this Agreement to the contrary but subject to the last sentence of this Section 6.2(c), at any time following the No-Shop Period Start Date and prior to the Acceptance Timetime, but not after, the Company Requisite Vote is obtained, if the Company receives an a bona fide written Acquisition Proposal from any Person or group of Persons that did not result from a material breach of this Section 6.2 (i) 6.2(b), the Company and its Representatives may contact such Person or group of Persons solely to clarify the terms and conditions thereofthereof and, subject to compliance with this Section 6.2 and after giving written notice to Parent, (iii) the Company and its Representatives may provide non-public information and data concerning the Company and the Company its Subsidiaries in response to a request therefor by such Person or group of Persons and their Representatives and their prospective equity and debt financing sources if the Company first receives from such Person an executed Acceptable confidentiality agreement on customary terms not materially more favorable to such Person than those contained in the Confidentiality AgreementAgreements (it being understood that such confidentiality agreement need not prohibit the making or amendment of an Acquisition Proposal); provided that the Company shall promptly (and in any event within 24 hours thereafter) make available to Parent and Merger Sub (through an electronic data site or otherwise), prior to or concurrently with providing such information to any such Person(s), any material non-public information concerning the Company or its Subsidiaries that the Company made available to any Person given such Person or group of Persons and their Representatives and their prospective equity and debt financing sources if such information access which was not previously made available to Parent or Merger Sub, and ; (iiiii) the Company and its Representatives may engage or participate in any discussions or negotiations with such Person regarding and (iii) after having complied with Section 6.2(e), the Board of Directors of the Company or any committee thereof may authorize, adopt, approve, recommend or otherwise declare advisable or propose to authorize, adopt, approve, recommend or declare advisable (publicly or otherwise) such an Acquisition Proposal, if and only to the extent that, (x) prior to taking any action described in clauses clause (i) or (ii) or (iii) above, (x) such Person first executes an Acceptable Confidentiality Agreement with the Company and the Company Board of Directors of the Company or any committee thereof determines in good faith (after consultation with its financial advisor and outside legal counsel) that (A) the failure to take such action would be inconsistent with is reasonably likely to constitute a breach of the directors’ duties under applicable Law, (y) in each such case referred to in clause (i) or (ii) above, the Board of Directors of the Company directors’ fiduciary duties under Applicable Law or any committee thereof has determined in good faith (after consultation with its outside legal counsel and (Bindependent financial advisor) that such Acquisition Proposal either constitutes a Superior Proposal or would could reasonably be expected to result in a Superior Proposal, (y) the Company provides prompt notice to Parent of each such determination by the Company’s Board of Directors and of its intent to provide such information or engage in such negotiations or discussions and (z) in the case referred to in clause (iii) above, the Board of Directors of the Company or any committee thereof determines in good faith (after consultation with its outside legal counsel and independent financial advisor and after complying with Section 6.2(e)) that such Acquisition Proposal did not result from is a material breach of this Section 6.2Superior Proposal. For the avoidance of doubt, notwithstanding the occurrence of the No-Shop Period Start Date, the Company may continue to engage in the activities described in Section 6.2(a) with respect to any Excluded PartiesParty, including with respect to any amended proposal that is submitted by any Excluded Parties Party following the No-Shop Period Start Date, and the restrictions in Section 6.2(b) shall not apply with respect thereto; provided that the provisions of Section 6.2(e) and (g) shall apply. Following the No-Shop Period Start Date and until the Acceptance Time or, if earlier, the termination of this Agreement, the Company shall notify Parent promptly (and, in any event within twenty-four (24) hours) of (x) any request for information, discussions or negotiations relating to an Acquisition Proposal or (y) any Acquisition Proposal that is received by the Company, its Subsidiaries or any of their Representatives, and, if the Company or any of its Representatives is still in negotiations with respect thereto, (i) the identity of the Person or group of Persons making such request or Acquisition Proposal, (ii) a copy of any Acquisition Proposal made in writing provided to the Company or any of its Subsidiaries (including any financing commitments relating thereto, which shall include any fee letters (it being understood that any such fee letter may be redacted to omit the numerical amounts provided therein)) and (iii) a written summary of the material terms of any such Acquisition Proposal not made in writing. From and after the No-Shop Period Start Date, the Company shall keep Parent and its Representatives reasonably informed of any material changes in the status or terms of any Acquisition Proposal (whether made before or after the No-Shop Period Start Date, and whether solicited in accordance with this Section 6.2 or unsolicited) on a current basis (and, in any event within twenty-four (24) hours of any such material changes).

Conduct Following No-Shop Period Start Date. Notwithstanding anything in this Agreement to the contrary but subject to the last sentence of this Section 6.2(c)contrary, at any time following the No-Shop Period Start Date and prior to the Acceptance Timetime, but not after, the Company Stockholder Approvals are obtained, if the Company receives an a written Acquisition Proposal from any Person or group of Persons that did not result from a material breach of Section 6.2(b), subject to compliance with this Section 6.2 6.2(c), (i) the Company and its Representatives may contact such Person or group of Persons solely to clarify the terms and conditions thereof, (ii) the Company and its Representatives may provide non-public information and data concerning the Company and the Company its Subsidiaries in response to a request therefor by such Person or group of Persons and their Representatives and their prospective equity and debt financing sources if the Company first receives from such Person an executed Acceptable Confidentiality Agreement; provided that the Company shall promptly (and in any event within twenty-four (24) hours thereafter) make available to Parent and Merger Sub (through an electronic data site or otherwise), prior to or concurrently with providing such information to any such Person(s), any non-public information concerning the Company or its Subsidiaries that the Company made available to any such Person or group of Persons and their Representatives and their prospective equity and debt financing sources if such information was not previously made available to Parent or Merger SubParent, and (iiiii) the Company and its Representatives may engage or participate in any discussions or negotiations with such Person regarding such Acquisition ProposalPerson, in each case of clauses (i) and (ii), if and only to the extent that, (x) prior to taking any action described in clauses (iii) or (iiiii) above, (x) the Special Committee determines in good faith, after consultation with outside counsel, that failure to take such Person first executes an Acceptable Confidentiality Agreement action would be inconsistent with the Company directors’ fiduciary duties under applicable law and (y) prior to taking any action described in clauses (i) or (ii) above, the Company Board of Directors determines Special Committee has determined in good faith (after consultation with its financial advisor and outside counsel) that (A) the failure to take such action would be inconsistent with the Company directors’ fiduciary duties under Applicable Law and (B) such Acquisition Proposal either constitutes a Superior Proposal or would could reasonably be expected to result in lead to a Superior Proposal, (y) the Company provides prompt notice to Parent of each such determination by the Company’s Board of Directors and of its intent to provide such information or engage in such negotiations or discussions and (z) such Acquisition Proposal did not result from a material breach of this Section 6.2. For the avoidance of doubt, notwithstanding Notwithstanding the occurrence of the No-Shop Period Start Date, the Company and its Subsidiaries and their respective Representatives may continue to engage in the activities described in Section 6.2(a) with respect to any Excluded PartiesParty until 11:59 p.m. on July 27, 2013 (the “Excluded Party Deadline”), including with respect to any amended proposal that is submitted by any Excluded Parties Party following the No-Shop Period Start Date, and the restrictions in Section 6.2(b) and Section 6.2(c) shall not apply with respect thereto; provided that thereto until after the Excluded Party Deadline (and thereafter the provisions of Section 6.2(e6.2(b) and (g6.2(c) shall apply. Following the No-Shop Period Start Date and until the Acceptance Time or, if earlier, the termination of this Agreement, the Company shall notify Parent promptly (and, in any event within twenty-four (24) hours) of (x) any request for information, discussions or negotiations relating to an Acquisition Proposal or (y) any Acquisition Proposal that is received by the Company, its Subsidiaries or any of their Representatives, and, if the Company or any of its Representatives is still in negotiations apply with respect thereto, (i) the identity of the Person or group of Persons making to such request or Acquisition Proposal, (ii) a copy of any Acquisition Proposal made in writing provided to the Company or any of its Subsidiaries (including any financing commitments relating thereto, which shall include any fee letters (it being understood that any such fee letter may be redacted to omit the numerical amounts provided therein)) and (iii) a written summary of the material terms of any such Acquisition Proposal not made in writing. From and after the No-Shop Period Start Date, the Company shall keep Parent and its Representatives reasonably informed of any material changes in the status or terms of any Acquisition Proposal (whether made before or after the No-Shop Period Start Date, and whether solicited in accordance with this Section 6.2 or unsolicited) on a current basis (and, in any event within twenty-four (24) hours of any such material changesExcluded Party).

Conduct Following No-Shop Period Start Date. Notwithstanding anything in this Agreement to the contrary contrary, but subject to the last sentence of this Section 6.2(c6.2(d), at any time following the No-Shop Period Start Date and prior to the Acceptance Timetime, but not after, the Company Requisite Vote is obtained, if the Company receives an Acquisition Proposal from any Person or group of Persons that did not result from a material breach of Persons, subject to compliance with this Section 6.2 6.2(d), (i) the Company and its Representatives may contact such Person or group of Persons solely to clarify the terms and conditions thereof, (ii) the Company and its Representatives may provide non-–public information and data concerning the Company and the Company its Subsidiaries to such Person or group of Persons and their Representatives Representatives, their Affiliates and their prospective equity and debt financing sources if the Company first receives from such Person enters into an executed Acceptable Confidentiality AgreementAgreement with such Person; provided provided, that the Company shall promptly make available to Parent and Merger Sub (through an electronic data site or otherwise), prior to or concurrently with providing such information to any such Person(s), the Buyer Parties any non-public information concerning the Company or its Subsidiaries that the Company made available to any such Person or group of Persons and their Representatives Representatives, their Affiliates and their prospective equity and debt financing sources if such information was not previously made available to Parent or Merger Sub, and (iii) the Company and its Representatives may engage or participate in any discussions or negotiations with such Person regarding such Acquisition Proposalor group of Persons if and only to the extent that, if (x) prior to taking any action described in clauses clause (ii) or (iii) above, (x) such Person first executes an Acceptable Confidentiality Agreement with the Company and the Company Board of Directors Board, or such committee thereof, determines in good faith (after consultation with its financial advisor and outside legal counsel) that (A) the failure to take such action would be inconsistent with the Company directors’ fiduciary duties under Applicable Law applicable Law, and (By) in each such case referred to in clause (ii) or (iii) above, the Company Board, or any committee thereof, has determined in good faith (after consultation with its outside legal counsel and financial advisor) that such Acquisition Proposal either constitutes a Superior Proposal or would could reasonably be expected to result in a Superior Proposal, (y) the Company provides prompt notice to Parent of each such determination by the Company’s Board of Directors and of its intent to provide such information or engage in such negotiations or discussions and (z) such Acquisition Proposal did not result from a material breach of this Section 6.2. For the avoidance of doubt, notwithstanding Notwithstanding the occurrence of the No-Shop Period Start Date, the Company and its Subsidiaries and their respective Representatives may continue to engage in the activities described in Section 6.2(a) with respect to any Excluded PartiesParty (for so long as such party is an Excluded Party), including with respect to any amended proposal that is submitted by any such Excluded Parties Party, following the No-Shop Period Start Date, and the restrictions in Section 6.2(b) shall not apply with respect thereto; provided that the provisions of Section 6.2(e) and (g) shall apply. Following the No-Shop Period Start Date and until the Acceptance Time or, if earlier, the termination of this Agreement, the Company shall notify Parent promptly (and, in any event within twenty-four (24) hours) of (x) any request for information, discussions or negotiations relating to an Acquisition Proposal or (y) any Acquisition Proposal that is received by the Company, its Subsidiaries or any of their Representatives, and, if the Company or any of its Representatives is still in negotiations with respect thereto, (i) the identity of the Person or group of Persons making such request or Acquisition Proposal, (ii) a copy of any Acquisition Proposal made in writing provided to the Company or any of its Subsidiaries (including any financing commitments relating thereto, which shall include any fee letters (it being understood that any such fee letter may be redacted to omit the numerical amounts provided therein)) and (iii) a written summary of the material terms of any such Acquisition Proposal not made in writing. From and after the No-Shop Period Start Date, the Company shall keep Parent and its Representatives reasonably informed of any material changes in the status or terms of any Acquisition Proposal (whether made before or after the No-Shop Period Start Date, and whether solicited in accordance with this Section 6.2 or unsolicited) on a current basis (and, in any event within twenty-four (24) hours of any such material changes).

Conduct Following No-Shop Period Start Date. Notwithstanding anything in this Agreement to the contrary but subject to the last sentence of this Section 6.2(c)paragraph, at any time following the No-Shop Period Start Date and prior to the Acceptance Timetime, but not after, the Company Requisite Vote is obtained, if the Company or any of its Representatives receives an a written Acquisition Proposal from any Person or group of Persons that did not result from a material breach of this Section 6.2 (i) 6.2(b), the Company and its Representatives may contact such Person or group of Persons solely to clarify the terms and conditions thereof, thereof and (iii) the Company and its Representatives may provide non-public information and data concerning the Company and the Company its Subsidiaries in response to a request therefor by such Person or group of Persons and their Representatives and their prospective equity and debt financing sources if the Company first receives from such Person an executed Acceptable confidentiality agreement on customary terms not more favorable to such Person in any material respect than those contained in the Confidentiality AgreementAgreement (it being understood that such confidentiality agreement need not prohibit the making or amendment of an Acquisition Proposal to the extent such Acquisition Proposal is made directly to the Company); provided that the Company shall promptly (and in any event within 24 hours) make available to Parent and Merger Sub (through an electronic data site or otherwise), prior to or concurrently with providing such information to any such Person(s), any material non-public information concerning the Company or its Subsidiaries that the Company made available to any Person given such Person or group of Persons and their Representatives and their prospective equity and debt financing sources if such information access which was not previously made available to Parent or Merger Sub, and (iiiii) the Company and its Representatives may engage or participate in any discussions or negotiations with such Person regarding and (iii) after having complied with Section 6.2(e), the Board of Directors of the Company or any committee thereof may authorize, adopt, approve, recommend, or otherwise declare advisable or propose to authorize, adopt, approve, recommend or declare advisable (publicly or otherwise) such an Acquisition Proposal, if and only to the extent that, (x) prior to taking any action described in clauses clause (i) or (ii) above, the Board of Directors of the Company or any committee thereof determines in good faith (after consultation with its outside legal counsel) that failure to take such action could be inconsistent with the directors’ fiduciary duties under applicable Law; (y) in each such case referred to in clause (i) or (ii) above, the Board of Directors of the Company or any committee thereof has determined in good faith (after consultation with its financial advisor) that such Acquisition Proposal either constitutes a Superior Proposal or could reasonably be expected to result in a Superior Proposal; and (z) in the case referred to in clause (iii) above, (x) such Person first executes an Acceptable Confidentiality Agreement with the Company and the Company Board of Directors of the Company or any committee thereof determines in good faith (after consultation with its financial advisor and outside counseladvisor) that (A) the failure to take such action would be inconsistent with the Company directors’ fiduciary duties under Applicable Law and (B) such Acquisition Proposal either constitutes a Superior Proposal or would reasonably be expected to result in is a Superior Proposal, (y) the Company provides prompt notice to Parent of each such determination by the Company’s Board of Directors and of its intent to provide such information or engage in such negotiations or discussions and (z) such Acquisition Proposal did not result from a material breach of this Section 6.2. For the avoidance of doubt, notwithstanding the occurrence of the No-Shop Period Start Date, the Company may continue to engage in the activities described in Section 6.2(a) with respect to any Excluded Parties, including with respect to any amended proposal that is submitted by any Excluded Parties following the No-Shop Period Start Date, and the restrictions in Section 6.2(b) shall not apply with respect thereto; provided that the provisions of Section 6.2(e) and (g) shall apply. Following the No-Shop Period Start Date and until the Acceptance Time or, if earlier, the termination of this Agreement, the Company shall notify Parent promptly (and, in any event within twenty-four (24) hours) of (x) any request for information, discussions or negotiations relating to an Acquisition Proposal or (y) any Acquisition Proposal that is received by the Company, its Subsidiaries or any of their Representatives, and, if the Company or any of its Representatives is still in negotiations with respect thereto, (i) the identity of the Person or group of Persons making such request or Acquisition Proposal, (ii) a copy of any Acquisition Proposal made in writing provided to the Company or any of its Subsidiaries (including any financing commitments relating thereto, which shall include any fee letters (it being understood that any such fee letter may be redacted to omit the numerical amounts provided therein)) and (iii) a written summary of the material terms of any such Acquisition Proposal not made in writing. From and after the No-Shop Period Start Date, the Company shall keep Parent and its Representatives reasonably informed of any material changes in the status or terms of any Acquisition Proposal (whether made before or after the No-Shop Period Start Date, and whether solicited in accordance with this Section 6.2 or unsolicited) on a current basis (and, in any event within twenty-four (24) hours of any such material changes).

Conduct Following No-Shop Period Start Date. Notwithstanding anything in this Agreement to the contrary but subject to the last sentence of this Section 6.2(c6.5(c), at any time following the No-Shop Period Start Date and prior to the Acceptance Timetime, but not after, the Company Requisite Vote is obtained, if the Company receives an a written Acquisition Proposal from any Person or group of Persons that did not result from a material breach of this Section 6.2 (i) person the Company and its Representatives may contact such Person or group of Persons person solely to clarify the terms and conditions thereof, thereof and (iii) the Company and its Representatives may provide non-public information and data concerning the Company and the Company Subsidiaries its subsidiaries in response to a request therefor by such Person or group of Persons and their Representatives and their prospective equity and debt financing sources person if the Company first receives from such Person person an executed Acceptable Confidentiality Agreement; provided that the Company shall promptly make available to Parent and Merger Sub (through an electronic data site or otherwise), prior to or concurrently with providing such information to any such Person(s), any material non-public information concerning the Company or its Subsidiaries subsidiaries that the Company made available to any person given such Person or group of Persons and their Representatives and their prospective equity and debt financing sources if such information access which was not previously made available to Parent or Merger Sub, and (iiiii) the Company and its Representatives may engage or participate in any discussions or negotiations with such Person person regarding such Acquisition Proposal and (iii) the Company Board or any appropriate committee thereof may authorize, adopt, approve, recommend, or otherwise declare advisable or propose to authorize, adopt, approve, recommend or declare advisable (publicly or otherwise) such an Acquisition Proposal, if and only to the extent that, (x) prior to taking any action described in clauses clause (i) or (ii) or (iii) above, (x) such Person first executes an Acceptable Confidentiality Agreement with the Company and the Company Board or any committee thereof determines in good faith, after consultation with outside counsel, that failure to take such action could be inconsistent with the directors’ fiduciary duties under applicable law and (y) in each such case referred to in clause (i) or (ii) above, the Company Board or any appropriate committee thereof has determined in good faith (after consultation with its financial advisor and outside counsel) that such Acquisition Proposal (together with any other Acquisition Proposals contemplated by the proviso to the definition of Directors “Superior Proposal”, if any, with respect to which discussions or negotiations remain active) either constitutes a Superior Proposal or could reasonably be expected to result in a Superior Proposal, and (z) in the case referred to in clause (iii) above, the Company Board or any appropriate committee thereof determines in good faith (after consultation with its financial advisor and outside counsel) that (A) the failure to take such action would be inconsistent with the Company directors’ fiduciary duties under Applicable Law and (B) such Acquisition Proposal either constitutes a (together with any other Acquisition Proposals contemplated by the proviso to the definition of “Superior Proposal Proposal”, if any, with respect to which discussions or would reasonably be expected to result in negotiations remain active) is a Superior Proposal, (y) the Company provides prompt notice to Parent of each such determination by the Company’s Board of Directors and of its intent to provide such information or engage in such negotiations or discussions and (z) such Acquisition Proposal did not result from a material breach of this Section 6.2. For the avoidance of doubt, notwithstanding the occurrence of the No-Shop Period Start Date, the Company may continue to engage in the activities described in Section 6.2(a6.5(a) with respect to any Excluded Parties, including with respect to any amended proposal that is submitted by any Excluded Parties following the No-Shop Period Start Date, and the restrictions in Section 6.2(b6.5(b) shall not apply with respect thereto; provided that the provisions of Section 6.2(e6.5(g) and (gh) shall apply. Following the No-Shop Period Start Date and until the Acceptance Time or, if earlier, the termination of this Agreement, the Company shall notify Parent promptly (and, in any event within twenty-four (24) hours) of (x) any request for information, discussions or negotiations relating to an Acquisition Proposal or (y) any Acquisition Proposal that is received by the Company, its Subsidiaries or any of their Representatives, and, if the Company or any of its Representatives is still in negotiations with respect thereto, (i) the identity of the Person or group of Persons making such request or Acquisition Proposal, (ii) a copy of any Acquisition Proposal made in writing provided to the Company or any of its Subsidiaries (including any financing commitments relating thereto, which shall include any fee letters (it being understood that any such fee letter may be redacted to omit the numerical amounts provided therein)) and (iii) a written summary of the material terms of any such Acquisition Proposal not made in writing. From and after the No-Shop Period Start Date, the Company shall keep Parent and its Representatives reasonably informed of any material changes in the status or terms of any Acquisition Proposal (whether made before or after the No-Shop Period Start Date, and whether solicited in accordance with this Section 6.2 or unsolicited) on a current basis (and, in any event within twenty-four (24) hours of any such material changes).

Conduct Following No-Shop Period Start Date. Notwithstanding anything set forth in this Agreement to the contrary but subject to the last sentence of this Section 6.2(c)contrary, if, at any time following the No-Shop Period Start Date and but prior to obtaining the Acceptance TimeRequisite Stockholder Approval, if the Company or any of its Representatives receives an Acquisition Proposal from any Person or group of Persons that did not result from a any material breach of this Section 6.2 5.3, (i) the Company and its Representatives may contact such the Person or group of Persons making the Acquisition Proposal solely to clarify the terms and conditions thereof, thereof or to request that any Acquisition Proposal made orally be made in writing; and (ii) the Company and its Representatives may provide non-public information and data concerning the Company and the Company Subsidiaries to such Person or group of Persons and their Representatives and their prospective equity and debt financing sources if the Company first receives from such Person an executed Acceptable Confidentiality Agreement; provided that the Company shall promptly make available to Parent and Merger Sub Board (through an electronic data site or otherwise), prior to or concurrently with providing such information to any such Person(s), any non-public information concerning the Company or its Subsidiaries that the Company made available to any such Person or group of Persons and their Representatives and their prospective equity and debt financing sources if such information was not previously made available to Parent or Merger Sub, and (iiia committee thereof) the Company and its Representatives may engage or participate in any discussions or negotiations with such Person regarding such Acquisition Proposal, if prior to taking any action described in clauses (ii) or (iii) above, (x) such Person first executes an Acceptable Confidentiality Agreement with the Company and the Company Board of Directors determines has determined in good faith (after consultation with its independent financial advisor and outside legal counsel) that (A) the failure to take such action would be inconsistent with the Company directors’ fiduciary duties under Applicable Law and (B) such Acquisition Proposal either constitutes a Superior Proposal or would reasonably be expected to result in a Superior Proposal, (y) then the Company provides prompt notice to Parent and the Company Board (or a committee thereof) may, directly or indirectly through one or more of each such determination by their Representatives (including the Company’s Board of Directors and of its intent to provide such information Advisor), (A) participate or engage in such discussions or negotiations with the Person or discussions group of Persons making the Acquisition Proposal and (z) its or their Representatives regarding such Acquisition Proposal did not result from a material breach of this Section 6.2. For the avoidance of doubt, notwithstanding the occurrence of the No-Shop Period Start Date, the Company may continue to engage in the activities described in Section 6.2(a) with respect to any Excluded Parties, including with respect to any amended proposal that is submitted by any Excluded Parties following the No-Shop Period Start Date, and the restrictions in Section 6.2(b) shall not apply with respect thereto; provided that the provisions of Section 6.2(e) and (gB) shall apply. Following the No-Shop Period Start Date and until the Acceptance Time or, if earlier, the termination of this Agreement, the Company shall notify Parent promptly (and, in any event within twenty-four (24) hours) of (x) any request for information, discussions or negotiations relating to enter into an Acquisition Proposal or (y) any Acquisition Proposal that is received by the Company, its Subsidiaries or any of their Representatives, and, if the Company or any of its Representatives is still in negotiations Acceptable Confidentiality Agreement with respect thereto, (i) the identity of the Person or group of Persons making such request or Acquisition Proposal, (ii) a copy of any Acquisition Proposal made in writing provided and furnish, or provide access to, pursuant to such Acceptable Confidentiality Agreement any non-public information relating to the Company Group or its businesses, properties, assets, books, records or other non-public information, or provide access to any of its Subsidiaries (including any financing commitments relating thereto, which shall include any fee letters (it being understood that any such fee letter may be redacted to omit the numerical amounts provided therein)) and (iii) a written summary personnel of the material terms of any such Acquisition Proposal not made in writing. From and after the No-Shop Period Start DateCompany Group; provided, however, that the Company shall keep Parent will promptly (and its Representatives reasonably informed of any material changes in the status or terms of any Acquisition Proposal (whether made before or after the No-Shop Period Start Date, and whether solicited in accordance with this Section 6.2 or unsolicited) on a current basis (and, in any event within twenty24 hours) provide to Parent any non-four (24) hours of public information concerning the Company Group that is provided to any such material changes)Person or group of Persons or its or their Representatives that was not previously provided to Parent.

Conduct Following No-Shop Period Start Date. Notwithstanding anything in this Agreement to the contrary contrary, but subject to the last sentence of this Section 6.2(c), at any time following the No-Shop Period Start Date and prior to the Acceptance Timetime, but not after, the Company Requisite Vote is obtained, if the Company receives an Parties receive a written Acquisition Proposal from any Person or group of Persons that did not result from a material breach of Section 6.2(b), subject to compliance with this Section 6.2 6.2(c), (i) the Company Parties and its Representatives may contact such Person or group of Persons solely to clarify the terms and conditions thereof, (ii) the Company and its their Representatives may provide non-public information and data concerning the Company Parties and the Company their Subsidiaries in response to a request therefor by such Person or group of Persons and their Representatives and their prospective equity and debt financing sources if the Company first receives from such Person an executed Acceptable confidentiality agreement on customary terms not materially more favorable in the aggregate to such Person than those contained in the Confidentiality AgreementAgreements; provided that the Company shall promptly (and in any event within twenty-four (24) hours thereafter) make available to Parent and Merger Sub (through an electronic data site or otherwise), prior to or concurrently with providing such information to the Buyer Parties any such Person(s), any material non-public information concerning the Company Parties or its their Subsidiaries that the Company Parties made available to any such Person or group of Persons and their Representatives and their prospective equity and debt financing sources if such information was not previously made available to Parent or Merger Sub, and (iiiii) the Company Parties and its their Representatives may engage or participate in any discussions or negotiations with such Person regarding such Acquisition ProposalPerson, in each of (i) and (ii), if and only to the extent that, (x) prior to taking any action described in clauses clause (i) or (ii) or (iii) above, (x) such Person first executes an Acceptable Confidentiality Agreement with the Company and the Company Board of Directors of the Company or any committee thereof determines in good faith (after consultation with its financial advisor and outside legal counsel) that (A) the failure to take such action would be reasonably expected to be inconsistent with the Company directors’ ' fiduciary duties under Applicable Law applicable Law, and (By) in each such case referred to in clause (i) or (ii) above, the Board of Directors of the Company or any committee thereof has determined in good faith (after consultation with outside legal counsel and a financial advisor) that such Acquisition Proposal either constitutes a Superior Proposal or would could reasonably be expected to result in a Superior Proposal, (y) the Company provides prompt notice to Parent of each such determination by the Company’s Board of Directors and of its intent to provide such information or engage in such negotiations or discussions and (z) such Acquisition Proposal did not result from a material breach of this Section 6.2. For the avoidance of doubt, notwithstanding Notwithstanding the occurrence of the No-Shop Period Start Date, the Company Parties and their Subsidiaries and their respective Representatives may continue to engage in the activities described in Section 6.2(a) with respect to any Excluded PartiesParty until 11:59 p.m. on March 8, 2013 (the “Excluded Party Deadline”), including with respect to any amended proposal that is submitted by any Excluded Parties Party following the No-Shop Period Start Date, and the restrictions in Section 6.2(b) shall not apply with respect thereto; provided that thereto until after the Excluded Party Deadline (and thereafter the provisions of Section 6.2(e6.2(b) and (g6.2(c) shall apply. Following the No-Shop Period Start Date and until the Acceptance Time or, if earlier, the termination of this Agreement, the Company shall notify Parent promptly (and, in any event within twenty-four (24) hours) of (x) any request for information, discussions or negotiations relating to an Acquisition Proposal or (y) any Acquisition Proposal that is received by the Company, its Subsidiaries or any of their Representatives, and, if the Company or any of its Representatives is still in negotiations apply with respect thereto, (i) the identity of the Person or group of Persons making to such request or Acquisition Proposal, (ii) a copy of any Acquisition Proposal made in writing provided to the Company or any of its Subsidiaries (including any financing commitments relating thereto, which shall include any fee letters (it being understood that any such fee letter may be redacted to omit the numerical amounts provided therein)) and (iii) a written summary of the material terms of any such Acquisition Proposal not made in writing. From and after the No-Shop Period Start Date, the Company shall keep Parent and its Representatives reasonably informed of any material changes in the status or terms of any Acquisition Proposal (whether made before or after the No-Shop Period Start Date, and whether solicited in accordance with this Section 6.2 or unsolicited) on a current basis (and, in any event within twenty-four (24) hours of any such material changesExcluded Party).

Conduct Following No-Shop Period Start Date. Notwithstanding anything in this Agreement to the contrary contrary, but subject to the last sentence of this Section 6.2(c), at any time following the No-Shop Period Start Date and prior to the Acceptance Timetime, but not after, the Company Requisite Vote is obtained, if the Company receives an a written Acquisition Proposal from any Person or group of Persons that did not result from a material breach of this Section 6.2 (i) 6.2(b), the Company and its Representatives may contact such Person or group of Persons solely to clarify the terms and conditions thereofthereof and, subject to compliance with this Section 6.2, (iii) the Company and its Representatives may provide non-public information and data concerning the Company and the Company its Subsidiaries in response to a request therefor by such Person or group of Persons and their Representatives and their prospective equity and debt financing sources if the Company first receives from such Person an executed Acceptable confidentiality agreement on customary terms not materially more favorable to such Person than those contained in the Confidentiality AgreementAgreement (it being understood that such confidentiality agreement need not prohibit the making or amendment of an Acquisition Proposal); provided that the Company shall promptly (and in any event within twenty-four (24) hours thereafter) make available to Parent and Merger Sub (through an electronic data site or otherwise), prior to or concurrently with providing such information to any such Person(s), any material non-public information concerning the Company or its Subsidiaries that the Company made available to any Person given such Person or group of Persons and their Representatives and their prospective equity and debt financing sources if such information access which was not previously made available to Parent or Merger Sub, and (iiiii) the Company and its Representatives may engage or participate in any discussions or negotiations with such Person regarding and (iii) after having complied with Section 6.2(e), the Board of Directors of the Company or any committee thereof may authorize, adopt, approve, recommend, or otherwise declare advisable or propose to authorize, adopt, approve, recommend or declare advisable (publicly or otherwise) such an Acquisition Proposal, if and only to the extent that, (x) prior to taking any action described in clauses clause (i) or (ii) or (iii) above, (x) such Person first executes an Acceptable Confidentiality Agreement with the Company and the Company Board of Directors of the Company or any committee thereof determines in good faith (after consultation with its financial advisor and outside legal counsel) that (A) the failure to take such action would could be inconsistent with the Company directors’ fiduciary duties under Applicable Law applicable Law; (y) in each such case referred to in clause (i) or (ii) above, the Board of Directors of the Company or any committee thereof has determined in good faith (after consultation with outside legal counsel and (Ba financial advisor) that such Acquisition Proposal either constitutes a Superior Proposal or would could reasonably be expected to result in a Superior Proposal, (y) the Company provides prompt notice to Parent of each such determination by the Company’s Board of Directors and of its intent to provide such information or engage in such negotiations or discussions ; and (z) in the case referred to in clause (iii) above, the Board of Directors of the Company or any committee thereof determines in good faith (after consultation with outside legal counsel and a financial advisor) that such Acquisition Proposal did not result from is a material breach of this Section 6.2Superior Proposal. For the avoidance of doubt, notwithstanding the occurrence of the No-Shop Period Start Date, the Company may continue to engage in the activities described in Section 6.2(a) with respect to any Excluded PartiesParty, including with respect to any amended proposal that is submitted by any Excluded Parties Party following the No-Shop Period Start Date, and the restrictions in Section 6.2(b) shall not apply with respect thereto; provided that the provisions of Section 6.2(e) and (g) shall apply. Following the No-Shop Period Start Date and until the Acceptance Time or, if earlier, the termination of this Agreement, the Company shall notify Parent promptly (and, in any event within twenty-four (24) hours) of (x) any request for information, discussions or negotiations relating to an Acquisition Proposal or (y) any Acquisition Proposal that is received by the Company, its Subsidiaries or any of their Representatives, and, if the Company or any of its Representatives is still in negotiations with respect thereto, (i) the identity of the Person or group of Persons making such request or Acquisition Proposal, (ii) a copy of any Acquisition Proposal made in writing provided to the Company or any of its Subsidiaries (including any financing commitments relating thereto, which shall include any fee letters (it being understood that any such fee letter may be redacted to omit the numerical amounts provided therein)) and (iii) a written summary of the material terms of any such Acquisition Proposal not made in writing. From and after the No-Shop Period Start Date, the Company shall keep Parent and its Representatives reasonably informed of any material changes in the status or terms of any Acquisition Proposal (whether made before or after the No-Shop Period Start Date, and whether solicited in accordance with this Section 6.2 or unsolicited) on a current basis (and, in any event within twenty-four (24) hours of any such material changes).

Conduct Following No-Shop Period Start Date. Notwithstanding anything in this Agreement to the contrary but subject to the last sentence of this Section 6.2(c6.5(c), at any time following the No-Shop Period Start Date and prior to the Acceptance Timetime, but not after, the Company Requisite Vote is obtained, if the Company receives an a written Acquisition Proposal from any Person person or group of Persons that did not result from a material breach of this Section 6.2 persons (i) the Company and its Representatives may contact such Person person or group of Persons persons solely to clarify the terms and conditions thereof, (ii) the Company and its Representatives may provide non-public information and data concerning the Company and the Company Subsidiaries its subsidiaries to such Person person or group of Persons persons and their Representatives Representatives, their affiliates and their prospective equity and debt financing sources if the Company first receives from such Person person an executed Acceptable Confidentiality Agreement; provided that the Company shall promptly make available to Parent and Merger Sub (through an electronic data site or otherwise), prior to or concurrently with providing such information to any such Person(s), ) any non-public information concerning the Company or its Subsidiaries subsidiaries that the Company made available to any such Person person or group of Persons persons and their Representatives Representatives, their affiliates and their prospective equity and debt financing sources if such information was not previously made available to Parent or Merger Sub; provided further the Company and its subsidiaries and their respective Representatives shall withhold such portions of documents or information, or provide pursuant to customary “clean-room” or other appropriate procedures, to the extent relating to any pricing or other matters that are highly sensitive or competitive in nature if the exchange of such information could reasonably be likely to be harmful to the operation of the Company in any material respect and (iii) the Company and its Representatives may engage or participate in any discussions or negotiations with such Person person regarding such Acquisition Proposal, if prior to taking any action described in clauses (ii) or (iii) above, (x) such Person first executes an Acceptable Confidentiality Agreement with the Company and the Company Board of Directors determines in good faith (after consultation with its financial advisor and outside counsel) that (A) the failure to take such action would be inconsistent with the Company directors’ fiduciary duties under Applicable Law and (B) such Acquisition Proposal either constitutes a Superior Proposal or would could reasonably be expected to result in a Superior Proposal, (y) the Company provides prompt notice to Parent of each such determination by the Company’s Board of Directors and of its intent to provide such information or engage in such negotiations or discussions and (z) such Acquisition Proposal did not result from a material breach of this Section 6.2. For the avoidance of doubt, notwithstanding the occurrence of the No-Shop Period Start Date, the Company may continue to engage in the activities described in Section 6.2(a6.5(a) with respect to any Excluded Parties, including with respect to any amended proposal that is more favorable to the Company’s shareholders from a financial point of view than the transaction contemplated by this Agreement and submitted by any Excluded Parties following the No-Shop Period Start Date, and the restrictions in Section 6.2(b6.5(b) shall not apply with respect thereto; provided that the provisions of Section 6.2(eSections 6.5(e), (g), (h) and (gi) shall apply. Following the No-Shop Period Start Date and until the Acceptance Time or, if earlier, the termination of this Agreement, the Company shall notify Parent promptly (and, in any event within twenty-four (24) hours) of (x) any request for information, discussions or negotiations relating to an Acquisition Proposal or (y) any Acquisition Proposal that is received by the Company, its Subsidiaries or any of their Representatives, and, if the Company or any of its Representatives is still in negotiations with respect thereto, (i) the identity of the Person or group of Persons making such request or Acquisition Proposal, (ii) a copy of any Acquisition Proposal made in writing provided to the Company or any of its Subsidiaries (including any financing commitments relating thereto, which shall include any fee letters (it being understood that any such fee letter may be redacted to omit the numerical amounts provided therein)) and (iii) a written summary of the material terms of any such Acquisition Proposal not made in writing. From and after the No-Shop Period Start Date, the Company shall keep Parent and its Representatives reasonably informed of any material changes in the status or terms of any Acquisition Proposal (whether made before or after the No-Shop Period Start Date, and whether solicited in accordance with this Section 6.2 or unsolicited) on a current basis (and, in any event within twenty-four (24) hours of any such material changes).

Conduct Following No-Shop Period Start Date. Notwithstanding anything in this Agreement to the contrary but subject to the last sentence of this Section 6.2(c)paragraph, at any time following the No-Shop Period Start Date and prior to the Acceptance Timetime, but not after, the Company Requisite Vote is obtained, if the Company receives an a written Acquisition Proposal from any Person or group of Persons that did not result from a material breach of this Section 6.2 (i) 6.2(b), the Company and its Representatives may contact such Person or group of Persons solely to clarify the terms and conditions thereofthereof and, subject to compliance with this Section 6.2, (iii) the Company and its Representatives may provide non-public information and data concerning the Company and the Company its Subsidiaries in response to a request therefor by such Person or group of Persons and their Representatives and their prospective equity and debt financing sources if the Company first receives from such Person an executed Acceptable confidentiality agreement on customary terms not materially more favorable to such Person than those contained in the Confidentiality AgreementAgreement (it being understood that such confidentiality agreement need not prohibit the making or amendment of an Acquisition Proposal); provided that the Company shall promptly (and in any event within 24 hours thereafter) make available to Parent and Merger Sub (through an electronic data site or otherwise), prior to or concurrently with providing such information to any such Person(s), any material non-public information concerning the Company or its Subsidiaries that the Company made available to any Person given such Person or group of Persons and their Representatives and their prospective equity and debt financing sources if such information access which was not previously made available to Parent or Merger Sub, and (iiiii) the Company and its Representatives may engage or participate in any discussions or negotiations with such Person regarding and (iii) after having complied with Section 6.2(e), the Board of Directors of the Company or any committee thereof may authorize, adopt, approve, recommend, or otherwise declare advisable or propose to authorize, adopt, approve, recommend or declare advisable (publicly or otherwise) such an Acquisition Proposal, if and only to the extent that, (x) prior to taking any action described in clauses clause (i) or (ii) or (iii) above, (x) such Person first executes an Acceptable Confidentiality Agreement with the Company and the Company Board of Directors of the Company or any committee thereof determines in good faith (after consultation with its financial advisor and outside legal counsel) that (A) the failure to take such action would could be inconsistent with the Company directors’ ' fiduciary duties under Applicable Law and applicable Law; (By) in each such case referred to in clause (i) or (ii) above, the Board of Directors of the Company or any committee thereof has determined in good faith (after consultation with its financial advisor) that such Acquisition Proposal either constitutes a Superior Proposal or would could reasonably be expected to result in a Superior Proposal, (y) the Company provides prompt notice to Parent of each such determination by the Company’s Board of Directors and of its intent to provide such information or engage in such negotiations or discussions ; and (z) in the case referred to in clause (iii) above, the Board of Directors of the Company or any committee thereof determines in good faith (after consultation with its outside legal counsel and financial advisor) that such Acquisition Proposal did not result from is a material breach of this Section 6.2Superior Proposal. For the avoidance of doubt, notwithstanding the occurrence of the No-Shop Period Start Date, the Company may continue to engage in the activities described in Section 6.2(a) with respect to any Excluded Parties, including with respect to any amended proposal that is submitted by any Excluded Parties following the No-Shop Period Start Date, and the restrictions in Section 6.2(b) shall not apply with respect thereto; provided that the provisions of Section 6.2(e) and (g) shall apply. Following the No-Shop Period Start Date and until the Acceptance Time or, if earlier, the termination of this Agreement, the Company shall notify Parent promptly (and, in any event within twenty-four (24) hours) of (x) any request for information, discussions or negotiations relating to an Acquisition Proposal or (y) any Acquisition Proposal that is received by the Company, its Subsidiaries or any of their Representatives, and, if the Company or any of its Representatives is still in negotiations with respect thereto, (i) the identity of the Person or group of Persons making such request or Acquisition Proposal, (ii) a copy of any Acquisition Proposal made in writing provided to the Company or any of its Subsidiaries (including any financing commitments relating thereto, which shall include any fee letters (it being understood that any such fee letter may be redacted to omit the numerical amounts provided therein)) and (iii) a written summary of the material terms of any such Acquisition Proposal not made in writing. From and after the No-Shop Period Start Date, the Company shall keep Parent and its Representatives reasonably informed of any material changes in the status or terms of any Acquisition Proposal (whether made before or after the No-Shop Period Start Date, and whether solicited in accordance with this Section 6.2 or unsolicited) on a current basis (and, in any event within twenty-four (24) hours of any such material changes).

Conduct Following No-Shop Period Start Date. Notwithstanding anything in this Agreement to the contrary but subject to the last sentence contained in Section 5.2(b) or any other provisions of this Section 6.2(c)Agreement, if at any time following on or after the No-Shop Period Start Date and prior to the Acceptance Time, if obtaining the Company Shareholder Approval, the Company or any of its Representatives receives an Acquisition a written Takeover Proposal from any Person or group of Persons that Persons, which Takeover Proposal was made or renewed on or after the No-Shop Period Start Date and did not result from a material any breach of this Section 6.2 5.2, (iA) the Company and its Representatives may contact such Person or group of Persons solely to clarify the terms and conditions thereof and (B) if the Company’s Board of Directors (or any duly constituted and authorized committee thereof) determines in its good faith judgment, (ii) after consulting with and receiving the advice of its financial advisors and outside legal counsel, that such Takeover Proposal constitutes or could reasonably be expected to lead to a Superior Proposal then the Company and its Representatives may provide (x) furnish, pursuant to an Acceptable Confidentiality Agreement, information (including non-public information and data concerning information) with respect to the Company and the Company its Subsidiaries to such the Person or group of Persons and their Representatives and their prospective equity and debt financing sources if the Company first receives from who has made such Person an executed Acceptable Confidentiality AgreementTakeover Proposal; provided that the Company shall promptly make available (and in any event within 48 hours) provide to Parent and Merger Sub (through an electronic data site or otherwise), prior to or concurrently with providing such information to any such Person(s), any material non-public information concerning the Company or any of its Subsidiaries that the Company made available is provided to any Person given such access which was not previously provided to Parent or its Representatives, and (y) engage in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Takeover Proposal. From and their Representatives after the date hereof, the Company shall promptly (and their prospective equity and debt financing sources if such information was not previously made available in any event within 48 hours) (i) provide to Parent or Merger Suban unredacted (except, and (iii) the Company and its Representatives may engage or participate in any discussions or negotiations with such Person regarding such Acquisition Proposal, if prior to taking any action described in clauses (ii) or (iii) above, (x) such Person first executes an Acceptable Confidentiality Agreement with the Company and the Company Board of Directors determines in good faith (after consultation with its financial advisor and outside counsel) that (A) the failure to take such action would be inconsistent with the Company directors’ fiduciary duties under Applicable Law and (B) such Acquisition Proposal either constitutes a Superior Proposal or would reasonably be expected to result in a Superior Proposal, (y) the Company provides prompt notice to Parent of each such determination by the Company’s Board of Directors and of its intent to provide such information or engage in such negotiations or discussions and (z) such Acquisition Proposal did not result from a material breach of this Section 6.2. For the avoidance of doubt, notwithstanding the occurrence of the No-Shop Period Start Date, the Company may continue to engage in the activities described in Section 6.2(a) with respect to any Excluded Parties, including with respect to any amended proposal that is submitted by any Excluded Parties following the No-Shop Period Start Date, and the restrictions in Section 6.2(b) shall not apply with respect thereto; provided that the provisions of Section 6.2(e) and (g) shall apply. Following the No-Shop Period Start Date and until the Acceptance Time or, if earlier, the termination of this Agreement, the Company shall notify Parent promptly (and, in any event within twenty-four (24) hours) of (x) any request for information, discussions or negotiations relating to an Acquisition Proposal or (y) any Acquisition Proposal that is received by the Company, its Subsidiaries or any of their Representatives, and, if the Company or any of its Representatives is still in negotiations with respect thereto, (i) the identity of the Person or group of Persons making such request or Acquisition Takeover Proposal, (iiwhich may be redacted during such period) a copy of any Acquisition such Takeover Proposal made in writing provided to the Company or any of its Subsidiaries (including any financing commitments (including any Redacted Fee Letters) relating thereto, which shall include any fee letters (it being understood that any such fee letter may be redacted to omit the numerical amounts provided therein)) and (iiiii) provide to Parent a written summary of the material terms of any such Acquisition Takeover Proposal not made in writing. From writing (including any financing commitments and after the No-Shop Period Start Date, the Company shall keep Parent and its Representatives reasonably informed of any material changes in the status or terms of any Acquisition Proposal (whether made before or after the No-Shop Period Start Date, and whether solicited in accordance with this Section 6.2 or unsolicited) on a current basis (and, in any event within twenty-four (24) hours of any such material changesRedacted Fee Letters relating thereto).

Conduct Following No-Shop Period Start Date. Notwithstanding anything in this Agreement Section 5.4(b) to the contrary contrary, but subject to the last sentence of this Section 6.2(c5.4(c), at any time following the No-Shop Period Start Date and prior to the Acceptance Timetime, but not after, the Company Stockholder Approval is obtained, if the Company receives an a written Acquisition Proposal from any Person or group of Persons (that did not result from a material breach of this Section 6.2 5.4) from any Person, the Company and its Representatives may contact such Person to clarify the terms and conditions thereof and (i) the Company and its Representatives may contact such Person or group of Persons solely to clarify the terms and conditions thereof, (ii) the Company and its Representatives may provide non-public nonpublic information and data concerning the Company and the Company its Subsidiaries in response to a request therefor by such Person or group of Persons and their Representatives and their prospective equity and debt financing sources if the Company first receives from such Person an executed Acceptable Confidentiality Agreement; provided Agreement (provided, that the Company shall promptly make available to Parent and Merger Sub (through an electronic any material nonpublic information or data site or otherwise), prior to or concurrently with providing such information to any such Person(s), any non-public information concerning the Company or its Subsidiaries that the Company made available to any Person given such Person or group of Persons and their Representatives and their prospective equity and debt financing sources if such information access which was not previously made available to Parent or Merger Sub), and (iiiii) the Company and its Representatives may engage or participate in any discussions or negotiations with such Person regarding with respect to such Acquisition Proposal, if and only to the extent that prior to taking any action described in clauses clause (iii) or (iiiii) above, (x) such Person first executes an Acceptable Confidentiality Agreement with the Company and the Company Board of Directors Special Committee determines in good faith (after the Special Committee’s consultation with its financial advisor and outside legal counsel) that (A) the failure to take such action would be inconsistent with the Company directors’ fiduciary duties under Applicable applicable Law and (By) the Special Committee determines in good faith (after the Special Committee’s consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal either constitutes a Superior Proposal or would could reasonably be expected to result in a Superior Proposal, (y) the Company provides prompt notice to Parent of each such determination by the Company’s Board of Directors and of its intent to provide such information or engage in such negotiations or discussions and (z) such Acquisition Proposal did not result from a material breach of this Section 6.2. For the avoidance of doubt, notwithstanding the occurrence of the No-Shop Period Start Date, the Company may continue to engage in the activities described in Section 6.2(a5.4(a) (subject to the limitations and obligations set forth therein) with respect to to, and the restrictions in Section 5.4(b) shall not apply to, any Excluded PartiesParty (for so long as such Person or group of Persons is an Excluded Party), including with respect to any amended proposal that is submitted by any Excluded Parties following the No-Shop Period Start Date, and until the restrictions in Section 6.2(b) shall not apply with respect thereto; provided date that the provisions of Section 6.2(e) and (g) shall apply. Following is 30 days following the No-Shop Period Start Date and until (the Acceptance Time or, if earlier, the termination of this Agreement, the Company shall notify Parent promptly (and, in any event within twenty“Cut-four (24) hours) of (x) any request for information, discussions or negotiations relating to an Acquisition Proposal or (y) any Acquisition Proposal that is received by the Company, its Subsidiaries or any of their Representatives, and, if the Company or any of its Representatives is still in negotiations with respect thereto, (i) the identity of the Person or group of Persons making such request or Acquisition Proposal, (ii) a copy of any Acquisition Proposal made in writing provided to the Company or any of its Subsidiaries (including any financing commitments relating thereto, which shall include any fee letters (it being understood that any such fee letter may be redacted to omit the numerical amounts provided therein)) and (iii) a written summary of the material terms of any such Acquisition Proposal not made in writing. From and after the No-Shop Period Start Off Date, the Company shall keep Parent and its Representatives reasonably informed of any material changes in the status or terms of any Acquisition Proposal (whether made before or after the No-Shop Period Start Date, and whether solicited in accordance with this Section 6.2 or unsolicited) on a current basis (and, in any event within twenty-four (24) hours of any such material changes”).