Common use of Exception for Diligence and Discussions Clause in Contracts

Exception for Diligence and Discussions. Notwithstanding any other provision of this Agreement, if at any time after the No-Shop Period Start Date and prior to obtaining the Company Stockholder Approval, the Company or any of its Representatives has received a bona fide, written Acquisition Proposal, then (x) the Company (directly or through its Representatives) may make inquiries solely for the purpose of clarifying such Acquisition Proposal, and only to the extent necessary for such purpose) and (y) if the Board of Directors (acting upon the recommendation of the Special Committee) reasonably believes such Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal, then the Company, directly or indirectly through its Representatives, may (A) engage in negotiations or discussions with such Third Party and its Representatives and (B) furnish to such Third Party or its Representatives non-public information relating to the Company or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement; provided that all such information (to the extent that such information has not been previously provided or made available to Parent) is provided or made available to Parent, as the case may be, prior to or substantially concurrently with the time it is provided or made available to such Third Party).

Exception for Diligence and Discussions. Notwithstanding any other provision of this Agreement, if at any time after the No-Shop Period Start Date and prior to obtaining the Company Stockholder Shareholder Approval, the Company or any of its Representatives has received a bona fide, unsolicited, written Acquisition ProposalProposal (including bona fide unsolicited Acquisition Proposals from Third Parties that may have otherwise submitted proposals prior to the date hereof), then (x) the Company (directly or through its Representatives) may make inquiries solely for the purpose of clarifying such Acquisition Proposal, and only to the extent necessary for such purpose) and (y) if the Board of Directors (acting upon the recommendation of the Special Committee) reasonably believes such Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal, after consultation with outside legal counsel, then the Company, directly or indirectly through its Representatives, may (A) engage in negotiations or discussions with such Third Party and its Representatives and (B) furnish to such Third Party or its Representatives non-public information relating to the Company or any of its Subsidiaries pursuant to an Acceptable Confidentiality AgreementAgreement (a copy of which shall be promptly provided to Parent); provided that all such information (to the extent that such information has not been previously provided or made available to Parent) is provided or made available to Parent, as the case may be, prior to or substantially concurrently with the time it is provided or made available to such Third Party).