Common use of Exceptions to No Solicitation Clause in Contracts

Exceptions to No Solicitation. Notwithstanding anything to the contrary set forth in this Agreement, but subject to the provisions of Section 7.2(c), prior to the time the Requisite Company Vote is obtained, in response to an unsolicited, bona fide written Acquisition Proposal that is made after the date of this Agreement and did not result from any breach of the Company’s obligations under this Section 7.2 (other than a breach that is both immaterial and unintentional), the Company may: (i) provide non-public and other information and data concerning the Company and its Subsidiaries and access to the Company and its Subsidiaries’ properties, books and records in response to a request to the Person or Group who made such an Acquisition Proposal; provided that as promptly as practicable (but in any event within twenty-four (24) hours after the provision of such information or data) it makes available to Parent, to the extent applicable, correct and complete copies of any non-public information or data concerning the Company or its Subsidiaries or access that the Company provides to any such Person or Group that was not previously made available to Parent and prior to providing any such information or data, the Company and the Person or Group making such Acquisition Proposal shall have entered into a legally binding confidentiality agreement with terms that are not materially less restrictive to such Person or Group than the terms in the Confidentiality Agreement are on Parent (it being understood that such confidentiality agreement need not contain a standstill provision or otherwise prohibit the making or amending of an Acquisition Proposal if such Acquisition Proposal is made directly to the Company and not publicly disclosed) (any confidentiality agreement satisfying such criteria, a “Permitted Confidentiality Agreement”); provided, that if the Person making such Acquisition Proposal is a competitor of the Company or any of its Subsidiaries, the Company shall not provide any competitively sensitive non-public information to such Person in connection with any actions permitted by this Section 7.2(b) other than in accordance with “clean team” or other similar procedures reasonably designed to limit any material adverse effect on the Company or any of its Subsidiaries of the sharing of such information; and (ii) engage or otherwise participate in any discussions or negotiations with any such Person or Group regarding such Acquisition Proposal; provided that if, and only if, prior to taking any action described in clause (i) or this clause (ii) of this Section 7.2(b), the Company Board determines in good faith, after consultation with outside legal counsel, that based on the information then available, (A) and after consultation with its financial advisor, that such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to result in a Superior Proposal and (B) the failure to take such action would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable Law; provided, further, that prior to engaging or otherwise participating in any such discussions or negotiations or furnishing any information to such Person or Group, the Company shall promptly provide Parent with written notice in accordance with Section 7.2(c).

Exceptions to No Solicitation. Notwithstanding anything to the contrary set forth in this AgreementSection 7.2, but subject to the provisions of Section 7.2(c), prior after the execution and delivery of this Agreement and continuing until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX, the time the Requisite Company Vote is obtainedCompany, its Subsidiaries and its and their respective Representatives may, in response to an unsolicited, unsolicited bona fide written Acquisition Proposal that is made after the date execution and delivery of this Agreement and (but only if the Company did not result from violate (other than in immaterial respects) any breach provision of the Company’s obligations under this Section 7.2 (other than a breach that is both immaterial and unintentional), with respect to the Company may:Person or Group making such Acquisition Proposal): (i) provide non-public and other information and data concerning the Company and its Subsidiaries and access to the Company and its Subsidiaries’ properties, properties and books and records in response to a request to from the Person or Group (or their Representatives) who made such an Acquisition Proposal; provided that as promptly as practicable (but in any event within twenty-four (24) hours after the provision of such information or data) it makes available to Parentthat, to the extent applicable, correct and complete copies of any non-public such information or data concerning the Company or its Subsidiaries or access that the Company provides has previously been made available to any such Person Parent, or Group that was not previously is made available to Parent prior to or substantially concurrently with the time such information and/or access is made available to such Person or Group, and prior to providing any such information or datadata or access, the Company and the Person or Group making such Acquisition Proposal shall have entered into a legally binding confidentiality agreement with terms that are not materially less restrictive in the aggregate to such Person or Group than the terms in the Confidentiality Agreement are on Parent Counterparty (as defined in the Confidentiality Agreement) (it being understood that such confidentiality agreement need not contain a standstill provision or otherwise prohibit the making or amending of an Acquisition Proposal if such Acquisition Proposal is made directly to the Company and not publicly disclosed, but shall not include any restrictions that would reasonably be expected to restrain the Company from satisfying its obligations contemplated by Section 7.2(c)) (any confidentiality agreement satisfying such criteria, a “Permitted Confidentiality Agreement”); provided, that if the Person making such Acquisition Proposal is a competitor of the Company or any of its Subsidiaries, the Company shall not provide any competitively sensitive non-public information to such Person in connection with any actions permitted by this Section 7.2(b) other than in accordance with “clean team” or other similar procedures reasonably designed to limit any material adverse effect on the Company or any of its Subsidiaries of the sharing of such information; and (ii) engage or otherwise participate in any discussions or negotiations with any such Person or Group and their Representatives regarding such Acquisition Proposal (it being understood that, notwithstanding the remainder of this clause (ii), the Company and its Representatives may at any time contact in writing any such Person or Group to the extent necessary to clarify the terms and conditions of such Acquisition Proposal; , so long as a copy of such written communication is promptly provided that ifto Parent), and only if, prior to taking any action described in clause (i) or this clause (ii) of this Section 7.2(b), the Company Board determines in good faith, after consultation with outside legal counsel, that based on the information then available, (A) including the terms and conditions of such Acquisition Proposal and those of this Agreement, and after consultation with its an independent financial advisoradvisor of nationally recognized reputation, that (A) such Acquisition Proposal either constitutes a Superior Proposal or is would reasonably likely be expected to result in a Superior Proposal and (B) the failure to take such action would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable Law; provided, further, that prior to engaging or otherwise participating in any such discussions or negotiations or furnishing any information to such Person or Group, the Company shall promptly provide Parent with written notice in accordance with Section 7.2(c).

Exceptions to No Solicitation. Notwithstanding anything to the contrary set forth in this Agreement, but subject to the provisions of Section 7.2(c7.2(a), prior to the time the Requisite Company Vote is obtained, in response to an unsolicited, bona fide written Acquisition Proposal that is made after the date of this Agreement and did not result from any a non de minimis breach of the Company’s obligations under this Section 7.2 (other than which the Company Board determines in good faith, after consultation with its outside financial advisors and outside legal counsel, constitutes or could reasonably be expected to lead to a breach that is both immaterial and unintentional)Superior Proposal, the Company may: (i) engage or otherwise participate in discussions or negotiations with a Person or Group (including such Person or Group’s Representatives) that has made an Acquisition Proposal with respect to such Acquisition Proposal; and (ii) disclose or otherwise provide non-public and other access to nonpublic information and data concerning relating to the Company and its Subsidiaries and access to the Company and its Subsidiaries’ properties, books and records in response to a request to the Person or Group who made (including such an Person or Group’s Representatives) making such Acquisition Proposal; provided that as promptly as practicable (but in any event within twenty-four (24) hours after the provision of such information or data) it makes available to Parentthat, to the extent applicable, correct and complete copies of any non-public information or data concerning the Company or its Subsidiaries or access that the Company provides to any such Person or Group that was not previously made available to Parent and prior to providing any such information information, data or dataaccess, the Company and receives from the Person or Group making such Acquisition Proposal shall have entered into a legally binding confidentiality agreement with terms that are not materially less restrictive substantially similar to such Person or Group than the terms comparable confidentiality provisions in the Confidentiality Agreement are on Parent (it being understood that such confidentiality agreement need not contain a have comparable standstill provision or otherwise prohibit the making or amending of an Acquisition Proposal if such Acquisition Proposal is made directly to provisions), which terms shall not restrict the Company and not publicly disclosed) from complying with its obligations under this Agreement (any confidentiality agreement satisfying such criteria, a “Permitted Confidentiality Agreement”); provided, further, that if the Person making such Acquisition Proposal is a competitor of the Company or any of its Subsidiaries, the Company shall not provide any competitively sensitive non-public information substantially concurrently with the delivery to such Person in connection with or Group provide to Parent any actions permitted by this Section 7.2(b) other than in accordance with “clean team” nonpublic information or other similar procedures reasonably designed to limit any material adverse effect on data concerning the Company or any of its Subsidiaries of the sharing of such information; and (ii) engage that is provided or otherwise participate in any discussions or negotiations with any made available to such Person or Group regarding or their respective Representatives, unless such Acquisition Proposal; nonpublic information or data has been previously provided that if, and only if, prior or made available to taking any action described in clause (i) Parent or this clause (ii) of this Section 7.2(b), the Company Board determines in good faith, after consultation with outside legal counsel, that based on the information then available, (A) and after consultation with its financial advisor, that such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to result in a Superior Proposal and (B) the failure to take such action would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable Law; provided, further, that prior to engaging or otherwise participating in any such discussions or negotiations or furnishing any information to such Person or Group, the Company shall promptly provide Parent with written notice in accordance with Section 7.2(c)Representatives.

Exceptions to No Solicitation. Notwithstanding anything to the contrary set forth in this AgreementSection 7.2(a), but subject to the provisions of Section 7.2(c), prior to the time the Requisite Company Vote is obtained, in response to an unsolicited, bona fide written Acquisition Proposal that is made after the date of this Agreement and did not result from any a material breach of the Company’s obligations under set forth in this Section 7.2 (other than a breach that is both immaterial and unintentional)7.2, the Company may: (i) provide non-public and other information and data concerning the Company and its Subsidiaries and access to the Company and its Subsidiaries’ properties, books and records in response to a request to the Person or Group group (as defined under Section 13 of the Exchange Act) who made such an Acquisition ProposalProposal and the respective Representatives and financing sources thereof; provided that as promptly as practicable (but in any event within twenty-four (24) hours after the provision of such information or data) it makes has previously been made available to Parent, to the extent applicable, correct and complete copies of any non-public information or data concerning the Company or its Subsidiaries or access that the Company provides to any such Person or Group that was not previously is made available to Parent prior to or concurrently with the time such information is made available to such Person or group, and prior to providing any such information or data, the Company and the Person or Group group (as defined under Section 13 of the Exchange Act) making such Acquisition Proposal shall have entered into a legally binding confidentiality agreement (A) with terms that are not materially less restrictive in any material respect to such Person or Group group (as defined under Section 13 of the Exchange Act) than the comparable terms in the Confidentiality Agreement are on Parent and (B) that treats any financing sources of such Person or group (as defined under Section 13 of the Exchange Act) as “representatives” of such Person or group (as defined under Section 13 of the Exchange Act) thereunder, subject to the same confidentiality limitations as such Person or group (as defined under Section 13 of the Exchange Act) (it being understood that such confidentiality agreement need not contain a standstill provision or otherwise prohibit the making or amending of an Acquisition Proposal if such Acquisition Proposal is made directly Proposal, but shall not include any restrictions that would reasonably be expected to restrain the Company and not publicly disclosedfrom satisfying its obligations contemplated by Section 7.2(c)) (any confidentiality agreement satisfying such criteria, a “Permitted Confidentiality Agreement”); provided, however, that if the Person or group (as defined under Section 13 of the Exchange Act) making such Acquisition Proposal is a competitor of the Company or any of (as determined by the Company in its Subsidiariesreasonable discretion), the Company shall not provide any competitively sensitive non-public information to such Person in connection with any actions permitted by this Section 7.2(b) other than in accordance with customary “clean teamroom” or other similar procedures reasonably designed to limit any material adverse effect on the Company or any disclosure of its Subsidiaries of the sharing of such competitively sensitive information; and (ii) engage or otherwise participate in any discussions or negotiations with any such Person or Group group (as defined under Section 13 of the Exchange Act) and the respective Representatives and financing sources thereof regarding such Acquisition Proposal; provided that , if, and only if, prior to taking any action described in clause (i) or this clause (ii) of this Section 7.2(b), the Company Board determines in good faith, after consultation with outside legal counselcounsel and its financial advisor, that based on the information then available, including the terms and conditions of such Acquisition Proposal and those of this Agreement, that (A) and after consultation with its financial advisor, that such Acquisition Proposal either constitutes a Superior Proposal or is could reasonably likely be expected to result in a Superior Proposal and (B) the failure to take such action would reasonably be reasonably likely expected to be inconsistent with the directors’ fiduciary duties under applicable Law; provided, further, that prior to engaging or otherwise participating in any such discussions or negotiations or furnishing any information to such Person or Group, the Company shall promptly provide Parent with written notice in accordance with Section 7.2(c).

Exceptions to No Solicitation. Notwithstanding anything to the contrary set forth in this Agreement, but subject to the provisions of Section 7.2(c), prior to the time the Requisite Company Vote is obtainedOffer Acceptance Time, in response to an unsolicited, a bona fide written Acquisition Proposal that is made after the date of this Agreement and did not result from any a breach of the Company’s obligations under set forth in this Section 7.2 (other than a breach that is both immaterial and unintentional)6.01, the Company may request and receive additional information from, and engage and otherwise participate in discussions (but not negotiations) with, any such Person or Group, to the extent reasonably necessary for the Company and/or the Company Board to confirm, clarify or otherwise understand the terms of the Acquisition Proposal and related facts regarding such Person or Group, and further may: (i) provide non-public and other information and data concerning the Company and its Subsidiaries Subsidiaries, and access to the Company and its Subsidiaries’ properties, books and records records, in response to a request to requests by the Person or Group who made such an Acquisition ProposalProposal (including providing such information, data and access to the Person or Group’s potential financing sources, if any); provided that as promptly as practicable (but in any event within twenty-four (24) hours after the provision of such information or data) it makes available to Parent, to the extent applicable, correct and complete copies of any non-public such information or data concerning the Company or its Subsidiaries such access have previously been made available to Parent, or access that the Company provides to any such Person or Group that was not previously are made available to Parent prior to or concurrently with the time such information and/or access is made available to such Person or Group, and prior to providing any such information or datadata or such access, the Company and the Person or Group making such Acquisition Proposal shall have entered into a legally binding confidentiality agreement with terms that are not materially in the aggregate no less restrictive in any material respect to such Person or Group than the terms in the Confidentiality Agreement are on to Parent (it being understood that such confidentiality agreement need not contain a standstill provision or otherwise prohibit the making or amending of an Acquisition Proposal if such Acquisition Proposal is made directly “standstill” provision, but shall not include any restrictions that could reasonably be expected to restrain the Company and not publicly disclosedfrom satisfying its obligations contemplated by Section 6.02(c)) (any confidentiality agreement satisfying such criteria, a “Permitted Confidentiality Agreement”); provided, however, that if the Person or Group making such Acquisition Proposal is a competitor of the Company or any of its SubsidiariesParent, the Company shall not provide any competitively sensitive non-public information to such Person in connection with any actions permitted by this Section 7.2(b6.02(b) other than in accordance with customary “clean teamroom” or other similar procedures reasonably designed to limit any material adverse effect on manage the Company or any disclosure of its Subsidiaries of the sharing of such competitively sensitive information; and (ii) engage or otherwise participate in any discussions or negotiations with any such Person or Group regarding such Acquisition Proposal; provided that if, and only if, prior to taking any action described in clause (i) or this clause (ii) of this Section 7.2(b6.02(b), the Company Board determines in good faith, after consultation with outside legal counsel, that based on the information then available, (A) counsel and after consultation with its financial advisor, that such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to result in a Superior Proposal and (B) the failure to take such action would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable Law; provided, further, that prior to engaging or otherwise participating in any such discussions or negotiations or furnishing any information to such Person or Group, the Company shall promptly provide Parent with written notice in accordance with Section 7.2(c)Proposal.

Exceptions to No Solicitation. Notwithstanding anything to the contrary set forth in this AgreementSection 7.2(a), but subject to the provisions of Section 7.2(c), prior to the time the Requisite Company Vote is obtained, in response to an unsolicited, a bona fide written Acquisition Proposal that is made after the date of this Agreement and did not result from any a breach of the Company’s obligations under set forth in this Section 7.2 (other than a breach that is both immaterial and unintentional)7.2, the Company may: (i) provide non-public and other information and data concerning the Company and its Subsidiaries and access to the Company and its Subsidiaries’ properties, books and records in response to a request to the Person or Group group (as defined under Section 13 of the Exchange Act) who made such an Acquisition ProposalProposal and the respective Representatives thereof; provided provided, that as promptly as practicable (but in any event within twenty-four (24) hours after the provision of such information or data) it makes has previously been made available to Parent, to the extent applicable, correct and complete copies of any non-public information or data concerning the Company or its Subsidiaries or access that the Company provides to any such Person or Group that was not previously is made available to Parent prior to or concurrently with the time such information is made available to such Person or group, and prior to providing any such information or data, the Company and the Person or Group group (as defined under Section 13 of the Exchange Act) making such Acquisition Proposal shall have entered into a legally binding confidentiality agreement with terms that are not materially less restrictive in any material respect to such Person or Group group (as defined under Section 13 of the Exchange Act) than the terms in the Confidentiality Agreement are on Parent (it being understood that such confidentiality agreement need not contain a standstill provision or otherwise prohibit the making or amending of an Acquisition Proposal if such Acquisition Proposal is made directly to the Company and not publicly disclosed, but shall not include any restrictions that would reasonably be expected to restrain the Company from satisfying its obligations contemplated by Section 7.2(c)) (any confidentiality agreement satisfying such criteria, a “Permitted Confidentiality Agreement”); provided, however, that if the Person or group (as defined under Section 13 of the Exchange Act) making such Acquisition Proposal is a competitor of the Company or any of (as determined by the Company in its Subsidiariesreasonable discretion), the Company shall not provide any competitively sensitive non-public information (as determined by the Company in its reasonable discretion) to such Person in connection with any actions permitted by this Section 7.2(b) other than in accordance with customary “clean teamroom” or other similar procedures reasonably designed to limit any material adverse effect on the Company or any disclosure of its Subsidiaries of the sharing of such competitively sensitive information; and (ii) engage or otherwise participate in any discussions or negotiations with any such Person or Group group (as defined under Section 13 of the Exchange Act) regarding such Acquisition Proposal; provided that , if, and only if, prior to taking any action described in clause (i) or this clause (ii) of this Section 7.2(b), the Company Board determines in good faith, after consultation with outside legal counselcounsel and financial advisors, as applicable, that based on the information then available, including the terms and conditions of such Acquisition Proposal and those of this Agreement, that (A) and after consultation with its financial advisor, that such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to result in a Superior Proposal and (B) the failure to take such action would reasonably be reasonably likely expected to be inconsistent with the directors’ fiduciary duties under applicable Law; provided, further, that prior to engaging or otherwise participating in any such discussions or negotiations or furnishing any information to such Person or Group, the Company shall promptly provide Parent with written notice in accordance with Section 7.2(c).

Exceptions to No Solicitation. Notwithstanding anything to the contrary set forth in this AgreementSection 6.02(a), but subject to the provisions of Section 7.2(c6.02(c), prior to the time the Requisite Company Vote is obtainedOffer Acceptance Time, in response to an unsolicited, bona fide written Acquisition Proposal that is made after the date of this Agreement and did not result arise from any a breach of the Company’s obligations under set forth in this Section 7.2 (other than a breach that is both immaterial and unintentional)6.02, the Company may: (i) provide non-public and other information and data concerning the Company and its Subsidiaries and access to the Company and its Subsidiaries’ properties, books and records in response to a request to by the Person or Group who made such an Acquisition Proposal; provided that as promptly as practicable (but in any event within twenty-four (24) hours after the provision of such information or data) it makes available to Parent, to the extent applicable, correct and complete copies of any non-public such information or data concerning the Company or its Subsidiaries such access have previously been made available to Parent, or access that the Company provides to any such Person or Group that was not previously are made available to Parent prior to or concurrently with the time such information and/or access is made available to such Person or Group, and prior to providing any such information or datadata or such access, the Company and the Person or Group making such Acquisition Proposal shall have entered into a legally binding confidentiality agreement with terms that are not materially no less restrictive to such Person or Group than the terms in the Confidentiality Agreement are on to Parent (it being understood that such confidentiality agreement need not contain a standstill provision or otherwise prohibit the making or amending of an Acquisition Proposal if such Acquisition Proposal is made directly “standstill” provision, but shall not include any restrictions that could reasonably be expected to restrain the Company and not publicly disclosedfrom satisfying its obligations contemplated by Section 6.02(c)) (any confidentiality agreement satisfying such criteria, a “Permitted Confidentiality Agreement”); provided, however, that if the Person or Group making such Acquisition Proposal is a competitor of the Company or any of its SubsidiariesParent, the Company shall not provide any competitively sensitive non-public information to such Person in connection with any actions permitted by this Section 7.2(b6.02(b) other than in accordance with customary “clean teamroom” or other similar procedures reasonably designed to limit any material adverse effect on the Company or any disclosure of its Subsidiaries of the sharing of such competitively sensitive information; and (ii) engage or otherwise participate in any discussions or negotiations with any such Person or Group regarding such Acquisition Proposal; provided that if, and only if, if prior to taking any action described in clause (i) or this clause (ii) of this Section 7.2(b6.02(b), the Company Board determines in good faith, after consultation with outside legal counsel, that based on the information then available, (A) counsel and after consultation with its financial advisor, that such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to result in a Superior Proposal and (B) the failure to take such action would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable Law; provided, further, that prior to engaging or otherwise participating in any such discussions or negotiations or furnishing any information to such Person or Group, the Company shall promptly provide Parent with written notice in accordance with Section 7.2(c)Proposal.

Exceptions to No Solicitation. Notwithstanding anything to the contrary set forth in this AgreementSection ‎7.2(a), but subject to the provisions of Section 7.2(c‎7.2(c), prior to the time the Requisite Company Vote is obtainedobtained (whether during the Go-Shop Period or after the No-Shop Period Start Date), in response to an unsolicited, bona fide written Acquisition Proposal that is made after the date of this Agreement and did not result arise from any a breach of the Company’s obligations under set forth in this Section 7.2 (other than a breach that is both immaterial and unintentional)‎7.2, the Company may: (i) contact the third party making such Acquisition Proposal solely to clarify the terms and conditions thereof or inform such person of the existence of the provisions in this Section ‎7.2; (ii) provide non-public and other information and data concerning the Company and its Subsidiaries and access to the Company and its Subsidiaries’ properties, books and records in response to a request to the Third Person or Group who made such an Acquisition Proposal; provided that as promptly as practicable (but in any event within twenty-four (24) hours after the provision of such information or data) it makes available to Parent, to the extent applicable, correct and complete copies of any non-public such information or data concerning the Company or its Subsidiaries or access that the Company provides has previously been made available to any such Person Parent, or Group that was not previously is made available to Parent prior to or concurrently with the time such information and/or access is made available to such Third Person, and prior to providing any such information or datadata or access, the Company and the Third Person or Group making such Acquisition Proposal shall have entered into a legally binding confidentiality agreement with terms that are not materially less restrictive to such Third Person or Group than the terms in the Confidentiality Agreement are on Parent (it being understood that such confidentiality agreement need not contain a have comparable standstill provision or otherwise prohibit the making or amending of an Acquisition Proposal if such Acquisition Proposal is made directly to the Company and not publicly disclosedprovisions) (any confidentiality agreement satisfying such criteria, a “Permitted Confidentiality Agreement”); provided, however, that if the Third Person making such Acquisition Proposal is a competitor of the Company or any of its SubsidiariesParent, the Company shall not provide any competitively sensitive non-public information to such Person in connection with any actions permitted by this Section 7.2(b‎7.2 ‎(b) other than in accordance with customary “clean teamroom” or other similar procedures reasonably designed to limit any material adverse effect on the Company or any disclosure of its Subsidiaries of the sharing of such competitively sensitive information; and (iiiii) engage or otherwise participate in any discussions or negotiations with any such Third Person or Group regarding such Acquisition Proposal; provided that if, and only if, if prior to taking any action described in clause (iii) or this clause (iiiii) of this Section 7.2(b‎7.2(b), the Company Board (acting on the recommendation of the Special Committee) determines in good faith, after consultation with outside legal counsel, that based on the information then available, available (A) and after consultation with its the Special Committee’s independent financial advisor, that such Acquisition Proposal either constitutes a Superior Proposal or is would reasonably likely be expected to lead to or result in a Superior Proposal and (B) the failure to take such action would reasonably be reasonably likely expected to be inconsistent with the directors’ fiduciary duties under applicable Law; provided, further, that prior to engaging or otherwise participating in any such discussions or negotiations or furnishing any information to such Person or Group, the Company shall promptly provide Parent with written notice in accordance with Section 7.2(c).

Exceptions to No Solicitation. Notwithstanding anything to the contrary set forth in this Agreement, but subject to the provisions of Section 7.2(c), prior to the time the Requisite Company Vote is obtainedOffer Acceptance Time, in response to an unsolicited, a bona fide written Acquisition Proposal that is made after the date of this Agreement and did not result from any a breach of the Company’s obligations under set forth in this Section 7.2 (other than a breach that is both immaterial and unintentional)6.02, the Company may request and receive additional information from, and engage and otherwise participate in discussions (but not negotiations) with, any such Person or Group, to the extent reasonably necessary for the Company and/or the Company Board to confirm, clarify or otherwise understand the terms of the Acquisition Proposal and related facts regarding such Person or Group, and further may: (i) provide non-public and other information and data concerning the Company and its Subsidiaries Subsidiaries, and access to the Company and its Subsidiaries’ properties, books and records records, in response to a request to requests by the Person or Group who made such an Acquisition ProposalProposal (including providing such information, data and access to the Person or Group’s potential financing sources, if any); provided that as promptly as practicable (but in any event within twenty-four (24) hours after the provision of such information or data) it makes available to Parent, to the extent applicable, correct and complete copies of any non-public such information or data concerning the Company or its Subsidiaries such access have previously been made available to Parent, or access that the Company provides to any such Person or Group that was not previously are made available to Parent prior to or concurrently with the time such information and/or access is made available to such Person or Group, and prior to providing any such information or datadata or such access, the Company and the Person or Group making such Acquisition Proposal shall have entered into a legally binding confidentiality agreement with terms that are not materially in the aggregate no less restrictive in any material respect to such Person or Group than the terms in the Confidentiality Agreement are on to Parent (it being understood that such confidentiality agreement need not contain a standstill provision or otherwise prohibit the making or amending of an Acquisition Proposal if such Acquisition Proposal is made directly “standstill” provision, but shall not include any restrictions that could reasonably be expected to restrain the Company and not publicly disclosedfrom satisfying its obligations contemplated by Section 6.02(c)) (any confidentiality agreement satisfying such criteria, a “Permitted Confidentiality Agreement”); provided, however, that if the Person or Group making such Acquisition Proposal is a competitor of the Company or any of its SubsidiariesParent, the Company shall not provide any competitively sensitive non-public information to such Person in connection with any actions permitted by this Section 7.2(b6.02(b) other than in accordance with customary “clean teamroom” or other similar procedures reasonably designed to limit any material adverse effect on manage the Company or any disclosure of its Subsidiaries of the sharing of such competitively sensitive information; and (ii) engage or otherwise participate in any discussions or negotiations with any such Person or Group regarding such Acquisition Proposal; provided that if, and only if, prior to taking any action described in clause (i) or this clause (ii) of this Section 7.2(b)above, the Company Board determines in good faith, after consultation with outside legal counsel, that based on the information then available, (A) counsel and after consultation with its financial advisor, that such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to result in a Superior Proposal and (B) the failure to take such action would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable Law; provided, further, that prior to engaging or otherwise participating in any such discussions or negotiations or furnishing any information to such Person or Group, the Company shall promptly provide Parent with written notice in accordance with Section 7.2(c)Proposal.

Exceptions to No Solicitation. Notwithstanding anything to the contrary set forth in this AgreementSection 8.1(a), but subject to the provisions of Section 7.2(c8.1(d), prior to the time the Requisite Company Vote is obtainedobtained (whether during the Go-Shop Period or after the No-Shop Period Start Date), in response to an unsolicited, bona fide written Acquisition Proposal that is made after the date of this Agreement and did not result arise from any a breach of the Company’s obligations under set forth in this Section 7.2 (other than a breach that is both immaterial and unintentional)8.1, the Company Seller may: (i) contact the third party making such Acquisition Proposal solely to clarify the terms and conditions thereof or inform such person of the existence of the provisions in this Section 8.1; (ii) provide non-public and other information and data concerning the Company and its Subsidiaries Seller and access to the Company and its Subsidiaries’ Seller’s properties, books and records in response to a request to by the Person or Group third party who made such an Acquisition Proposal; provided that as promptly as practicable (but in any event within twenty-four (24) hours after the provision of such information or data) it makes available to Parent, to the extent applicable, correct and complete copies of any non-public such information or data concerning the Company or its Subsidiaries or access that the Company provides to any such Person or Group that was not has previously been made available to Parent Buyer, or is made available to Buyer prior to or concurrently with the time such information and/or access is made available to such third party, and prior to providing any such information or datadata or access, the Company Seller and the Person or Group third party making such Acquisition Proposal shall have entered into a legally binding confidentiality agreement with terms that are not materially less restrictive to such Person or Group third party than the terms in the Confidentiality Agreement are on Parent Buyer with respect to this Agreement (it being understood that such confidentiality agreement need not contain a have comparable standstill provision or otherwise prohibit the making or amending of an Acquisition Proposal if such Acquisition Proposal is made directly to the Company and not publicly disclosedprovisions) (any confidentiality agreement satisfying such criteria, a “Permitted Confidentiality Agreement”); provided, however, that if the Person third party making such Acquisition Proposal is a competitor of the Company Seller or any of its SubsidiariesBuyer, the Company Seller shall not provide any competitively sensitive non-public information to such Person third party in connection with any actions permitted by this Section 7.2(b8.1(c) other than in accordance with customary “clean teamroom” or other similar procedures reasonably (e.g., attorney’s eyes only) designed to limit any material adverse effect on the Company or any disclosure of its Subsidiaries of competitively sensitive information unless the sharing of such informationinformation in written form has been pre-approved by Buyer in writing as not competitively sensitive; andor (iiiii) engage or otherwise participate in any discussions or negotiations with any such Person or Group third party regarding such Acquisition Proposal; provided that if, and only if, if prior to taking any action described in clause (iii) or this clause (iiiii) of this Section 7.2(b8.1(c), the Company Board Seller determines in good faithfaith that, after consultation with outside legal counsel, that based on the information then available, (A) and after consultation with its financial advisor, that such Acquisition Proposal either constitutes a Superior Proposal or is would reasonably likely be expected to lead to or result in a Superior Proposal and (B) the failure to take such action would reasonably be reasonably likely expected to be inconsistent with the Seller directors’ fiduciary duties under applicable Law; provided, further, that prior to engaging or otherwise participating in any such discussions or negotiations or furnishing any information to such Person or Group, the Company shall promptly provide Parent with written notice in accordance with Section 7.2(c).