Common use of Conduct Following the Date Hereof Clause in Contracts

Conduct Following the Date Hereof. Notwithstanding anything in this Agreement to the contrary, at any time following the date of this Agreement and prior to the time, but not after, the Company Shareholder Approval is obtained, if the Company receives a bona fide, written Acquisition Proposal, which shall not have been solicited in violation of Section 4.3(a), from any Person or group of Persons, subject to compliance with this Section 4.3(b), (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 its Subsidiaries to such Person or group of Persons and their Representatives, their Affiliates and their prospective equity and debt financing sources if the Company receives from such Person an Acceptable Confidentiality Agreement; provided, that the Company shall promptly make available to Parent any non-public information concerning the Company or its Subsidiaries that the Company made available to any Person or group of Persons and their Representatives, their Affiliates and prospective equity and debt financing sources if such information was not previously made available to the Buyer Parties, (iii) the Company and its Representatives may engage or participate in any discussions or negotiations with such Person or group of Persons if and only to the extent that, (A) prior to taking any action described in clause (ii) or (iii) above, the Company Board, or a committee thereof, determines in good faith (after consultation with its outside legal counsel) that failure to take such action would reasonably be expected to be inconsistent with the directors' fiduciary duties under applicable Law, and (B) in each such case referred to in clause (ii) or (iii) above, the Company Board, or a 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 could reasonably be expected to result in a Superior Proposal, and (iv) prior to engaging or participating in any such discussions or negotiations with or furnishing any information to, such Person, the Company gives Parent written notice in accordance with Section 4.3(f).

Conduct Following the Date Hereof. Notwithstanding anything in this Agreement to the contrary, at any time following the date of this Agreement hereof and prior to the time, but not after, time the Company Shareholder Approval Requisite Vote is obtained, if the Company or any of its Representatives receives a bona fide, written an Acquisition Proposal, which shall not have been solicited in violation of Section 4.3(a), Proposal from any Person or group Persons that did not result from a material breach of PersonsSection 4.2(a), the Company and its Representatives may contact such Person or Persons to clarify the terms and conditions thereof and, subject to compliance with this Section 4.3(b)4.2, (i) the Company and its Representatives may contact such Person or group of Persons solely provide access to clarify the terms and conditions thereof, (ii) the Company and its Representatives may provide non-public information and data concerning the Company and its Subsidiaries to such Person or group of Persons and their Representatives, their Affiliates and their prospective equity and debt financing sources if the Company receives from such Person pursuant to an Acceptable Confidentiality Agreement; provided, that the Company shall promptly make available to Parent and Merger Sub any material non-public information concerning the Company or any of its Subsidiaries that the Company made available or any of its Representatives provides to any such Person or group of Persons and their Representatives, their Affiliates and prospective equity and debt financing sources if such information that was not previously made available to the Buyer PartiesParent or Merger Sub, (iiiii) the Company and its Representatives may engage engage, enter into or participate in any discussions or negotiations with such Person or group Persons with respect to such Acquisition Proposal and (iii) after having complied with Section 4.2(c), the Board of Persons Directors of the Company may authorize, adopt, approve, recommend or otherwise declare advisable such Acquisition Proposal, if and only to the extent that, (Ax) prior to taking any action described in clause (iii) or (iii) aboveii), the Board of Directors of the Company Board, or a committee thereof, determines in good faith (after consultation with its outside legal counsel) that failure to take such action would reasonably be expected to be inconsistent with the directors' fiduciary duties under applicable Law, and (B) in each such case referred to in clause (ii) or (iii) above, the Company Board, or a committee thereof, has determined in good faith (after consultation with its Company’s outside legal counsel and financial advisor) that such Acquisition Proposal either constitutes a Superior Proposal or could reasonably be expected to result lead to a Superior Proposal and (y) prior to taking any action described in clause (iii), the Board of Directors of the Company determines in good faith (after consultation with the Company’s outside legal counsel and financial advisor) that such Acquisition Proposal is a Superior Proposal, and (iv) prior to engaging or participating in any such discussions or negotiations with or furnishing any information to, such Person, the Company gives Parent written notice in accordance with Section 4.3(f).

Conduct Following the Date Hereof. Notwithstanding anything in this Agreement to the contrary, at any time following the date expiration of this Agreement the Go-Shop Period and prior to the time, but not after, time the Company Shareholder Approval Requisite Vote is obtained, if the Company or any of its Representatives receives a bona fide, written an Acquisition Proposal, which shall not have been solicited in violation of Section 4.3(a), Proposal from any Person or group Persons that did not result from a direct or indirect breach of Persons, subject to compliance with this Section 4.3(b)4.2, (i) 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 4.2, (iix) the Company and its Representatives may provide non-public access to nonpublic information and data concerning the Company and its Subsidiaries to such Person or group of Persons and their Representatives, their Affiliates and their prospective equity and debt financing sources if the Company receives from such Person pursuant to an Acceptable Confidentiality Agreement; Agreement (provided, that the Company shall promptly make makes available to Parent and Merger Sub any material non-public information concerning the Company or any of its Subsidiaries that the Company made available to any Person or group of Persons and their RepresentativesSubsidiaries, their Affiliates and prospective equity and debt financing sources if such information which was not previously made available to Parent, that the Buyer PartiesCompany or any of its Representatives provides to such Person or Persons prior to or substantially concurrently with the time it is provided to such Person or Persons), (iiiy) the Company and its Representatives may engage engage, enter into or participate in any discussions or negotiations with such Person or group Persons with respect to such Acquisition Proposal and (z) after having complied with Section 4.2(d), the Board of Persons Directors of the Company may authorize, adopt, approve, recommend or otherwise declare advisable such Acquisition Proposal, if and only to the extent that, (A) prior to taking any action described in clause clauses (iix) or (iii) abovey), the Board of Directors of the Company Board, or a committee thereof, determines in good faith (after consultation with its outside legal counsel) that failure to take such action would reasonably be expected to be inconsistent with the directors' fiduciary duties under applicable Law, and (B) in each such case referred to in clause (ii) or (iii) above, the Company Board, or a committee thereof, has determined in good faith (after consultation with its Company’s outside legal counsel and independent financial advisor) that such Acquisition Proposal either constitutes a Superior Proposal or could reasonably be expected to result lead to a Superior Proposal and (B) prior to taking any action described in clause (z), the Board of Directors of the Company determines in good faith (after consultation with the Company’s outside legal counsel and independent financial advisor) that the failure to take such actions would be inconsistent with its fiduciary duties under applicable Law and that such Acquisition Proposal is a Superior Proposal. Notwithstanding anything to the contrary contained in this Section 4.2, and (iv) prior to engaging or participating in any such discussions or negotiations with or furnishing any information to, such Personthe time the Company Requisite Vote is obtained, the Company gives Parent written notice shall be permitted to take the actions described in Section 4.2(a) and Section 4.2(b) (other than in clause (b)(v), except to the extent effected in accordance with this Agreement, including Section 4.3(f4.2(d)) and clauses (x) and (y) above with respect to any Excluded Party until 11:59 p.m. (Chicago time) on February 27, 2014 (the “Excluded Party End Date”), including with respect to any amended or revised proposal submitted by such Excluded Party following the expiration of the Go-Shop Period and prior to the Excluded Party End Date, and the restrictions in Section 4.2(b) (other than in clause (b)(v), except to the extent effected in accordance with this Agreement, including Section 4.2(d)) shall not apply with respect thereto until after the Excluded Party End Date (and thereafter the restrictions of Section 4.2(b) and this Section 4.2(c) shall apply in all respects with respect to such Excluded Party). For the avoidance of doubt, Section 4.2(d) shall apply at all times with respect to an Excluded Party.

Conduct Following the Date Hereof. Notwithstanding anything in this Agreement to the contrary, at any time following the date of this Agreement and prior to the time, but not after, the Company Shareholder Approval is obtained, if the Company receives a bona fide, written Acquisition Proposal, which shall not have been solicited in violation of Section 4.3(a), from any Person or group of Persons, subject to compliance with this Section 4.3(b), (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 its Subsidiaries to such Person or group of Persons and their Representatives, their Affiliates and their prospective equity and debt financing sources if the Company receives from such Person an Acceptable Confidentiality Agreement; provided, that the Company shall promptly make available to Parent any non-public information concerning the Company or its Subsidiaries that the Company made available to any Person or group of Persons and their Representatives, their Affiliates and prospective equity and debt financing sources if such information was not previously made available to the Buyer Parties, (iii) the Company and its Representatives may engage or participate in any discussions or negotiations with such Person or group of Persons if and only to the extent that, (A) prior to taking any action described in clause (ii) or (iii) above, the Company Board, or a committee thereof, determines in good faith (after consultation with its outside legal counsel) that failure to take such action would reasonably be expected to be inconsistent with the directors' ’ fiduciary duties under applicable Law, and (B) in each such case referred to in clause (ii) or (iii) above, the Company Board, or a 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 could reasonably be expected to result in a Superior Proposal, and (iv) prior to engaging or participating in any such discussions or negotiations with or furnishing any information to, such Person, the Company gives Parent written notice in accordance with Section 4.3(f).