Common use of Fiduciary Exception to No Solicitation Provision Clause in Contracts

Fiduciary Exception to No Solicitation Provision. Notwithstanding anything to the contrary in Section 5.03(a), prior to the time, but not after, the Parent Requisite Vote is obtained, Parent and its Representatives may, in response to an unsolicited, bona fide written Parent Acquisition Proposal made after the date of this Agreement, (i) contact the Person who made such Parent Acquisition Proposal and its Representatives solely to clarify the terms and conditions thereof, and (ii) provide access to information regarding Parent or any of its Subsidiaries in response to a request therefor to the Person who made such Parent Acquisition Proposal and such Person’s Representatives; provided that such information has previously been, or is substantially concurrently, made available to the Company and that, prior to furnishing any such non-public information, Parent receives from the Person making such Parent Acquisition Proposal an executed confidentiality agreement with terms at least as restrictive in all material respects on such Person as the Confidentiality Agreement (it being understood that such confidentiality agreement need not contain a “standstill” or similar obligations to the extent that the Company is, concurrently with the entry by Parent or its Subsidiaries into such confidentiality agreement, released from any “standstill” or other similar obligations in the Confidentiality Agreement); provided, however, that if the Person making such Parent Acquisition Proposal is a competitor of Parent and its Subsidiaries, Parent shall not provide any information that in the good faith determination of Parent constitutes commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 5.03(b) other than in accordance with “clean room” or other similar procedures designed to limit any potential adverse effect on Parent from sharing such information; (iii) participate in any discussions or negotiations with any such Person and its Representatives regarding such Parent Acquisition Proposal, if, and only if, prior to taking any action described in clause (ii) or (iii) above, the Board of Directors of Parent determines in good faith after consultation with outside legal counsel that (A) failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law and (B) based on the information then available and after consultation with outside legal counsel and a financial advisor of nationally recognized reputation, such Parent Acquisition Proposal either constitutes a Parent Superior Proposal or could reasonably be expected to result in a Parent Superior Proposal; and (iv) refer any inquiring Person to the terms of this Section 5.03.

Fiduciary Exception to No Solicitation Provision. Notwithstanding anything to the contrary in Section 5.03(a5.02(a), prior to the time, but not after, the Parent Company Requisite Vote is obtained, Parent the Company and its Representatives may, in response to an unsolicited, bona fide written Parent Company Acquisition Proposal made after the date of this Agreement, (i) contact the Person who made such Parent Company Acquisition Proposal and its Representatives solely to clarify the terms and conditions thereof, and (ii) provide access to information regarding Parent the Company or any of its Subsidiaries in response to a request therefor to the Person who made such Parent Company Acquisition Proposal and such Person’s Representatives; provided that such information has previously been, or is substantially concurrently, made available to the Company Parent and that, prior to furnishing any such non-public information, Parent the Company receives from the Person making such Parent Company Acquisition Proposal an executed confidentiality agreement with terms at least as restrictive in all material respects on such Person as the Confidentiality Agreement (it being understood that such confidentiality agreement need not contain a “standstill” or similar obligations to the extent that the Company Parent is, concurrently with the entry by Parent the Company or its Subsidiaries into such confidentiality agreement, released from any “standstill” or other similar obligations in the Confidentiality Agreement); provided, however, that if the Person making such Parent Company Acquisition Proposal is a competitor of Parent the Company and its Subsidiaries, Parent the Company shall not provide any information that in the good faith determination of Parent the Company constitutes commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 5.03(b5.02(b) other than in accordance with “clean room” or other similar procedures designed to limit any potential adverse effect on Parent the Company from sharing such information; (iii) participate in any discussions or negotiations with any such Person and its Representatives regarding such Parent Company Acquisition Proposal, if, and only if, prior to taking any action described in clause (ii) or (iii) above, the Board of Directors of Parent the Company determines in good faith after consultation with outside legal counsel that (A) failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law and (B) based on the information then available and after consultation with outside legal counsel and a financial advisor of nationally recognized reputation, such Parent Company Acquisition Proposal either constitutes a Parent Company Superior Proposal or could reasonably be expected to result in a Parent Company Superior Proposal; and (iv) refer any inquiring Person to the terms of this Section 5.035.02.

Fiduciary Exception to No Solicitation Provision. Notwithstanding anything to the contrary in Section 5.03(a6.2(a), prior to the time, but not after, the Parent Company Requisite Vote is obtained, Parent and its Representatives the Company may, in response to an unsolicited, bona fide written Parent Company Acquisition Proposal made after the date which did not result from a breach, in any material respect, of this AgreementSection 6.2 and so long as it has provided prior written notice to Parent, (i) contact the Person who made such Parent Acquisition Proposal and its Representatives solely to clarify the terms and conditions thereof, and (ii) provide access to non-public information regarding Parent the Company or any of its Subsidiaries in response to a request therefor to the Person who made such Parent Company Acquisition Proposal and such Person’s RepresentativesProposal; provided that such information has previously been, or is substantially concurrently, been made available to Parent or is provided to Parent substantially concurrently with the Company making of such information available to such Person and that, prior to furnishing any such material non-public information, Parent the Company receives from the Person making such Parent Company Acquisition Proposal an executed confidentiality agreement with terms at least as restrictive in all material respects on such Person as the Confidentiality Agreement Agreement’s terms are on Parent (it being understood that such confidentiality agreement need not contain prohibit the making or amending of a “standstill” Company Acquisition Proposal), and (ii) engage or similar obligations to the extent that the Company is, concurrently with the entry by Parent or its Subsidiaries into such confidentiality agreement, released from any “standstill” or other similar obligations in the Confidentiality Agreement); provided, however, that if the Person making such Parent Acquisition Proposal is a competitor of Parent and its Subsidiaries, Parent shall not provide any information that in the good faith determination of Parent constitutes commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 5.03(b) other than in accordance with “clean room” or other similar procedures designed to limit any potential adverse effect on Parent from sharing such information; (iii) participate in any discussions or negotiations with any such Person and its Representatives regarding such Parent Company Acquisition Proposal, Proposal if, and only if, prior to taking any action described in clause (iii) or (iiiii) above, the Board Company’s board of Directors of Parent directors determines in good faith after consultation with outside legal counsel that (A) based on the information then available and after consultation with a financial advisor of nationally recognized reputation that such Company Acquisition Proposal either constitutes a Company Superior Proposal or would reasonably be expected to result in a Company Superior Proposal and (B) the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law and Law. In no event may the Company or any of its Subsidiaries or any of their Representatives directly or indirectly reimburse or pay, or agree to reimburse or pay, the fees, costs or expenses of, or provide or agree to provide any compensation to, any Person or group (Bor any of its or their Representatives or potential financing sources) based on the information then available and after consultation with outside legal counsel and who makes a financial advisor of nationally recognized reputation, such Parent Company Acquisition Proposal either constitutes a Parent Superior Proposal or could reasonably be expected to result in a Parent Superior Proposal; and (iv) refer any inquiring Person to the terms of this Section 5.03.

Fiduciary Exception to No Solicitation Provision. Notwithstanding anything to the contrary in Section 5.03(a6.3(a), prior to the time, but not after, the Parent Requisite Vote is obtained, Parent and its Representatives may, in response to an unsolicited, bona fide written Parent Acquisition Proposal made after the date which did not result from a breach, in any material respect, of this AgreementSection 6.3 and so long as it has provided prior written notice to the Company, (i) contact the Person who made such Parent Acquisition Proposal and its Representatives solely to clarify the terms and conditions thereof, and (ii) provide access to non-public information regarding Parent or any of its Subsidiaries in response to a request therefor to the Person who made such Parent Acquisition Proposal and such Person’s RepresentativesProposal; provided that such information has previously been, or is substantially concurrently, been made available to the Company or is provided to the Company substantially concurrently with the making of such information available to such Person and that, prior to furnishing any such material non-public information, Parent receives from the Person making such Parent Acquisition Proposal an executed confidentiality agreement with terms at least as restrictive in all material respects on such Person as the Confidentiality Agreement Agreement’s terms are on the Company (it being understood that such confidentiality agreement need not contain prohibit the making or amending of a “standstill” or similar obligations to the extent that the Company is, concurrently with the entry by Parent or its Subsidiaries into such confidentiality agreement, released from any “standstill” or other similar obligations in the Confidentiality AgreementAcquisition Proposal); provided, however, that if the Person making such Parent Acquisition Proposal is a competitor of Parent and its Subsidiaries, Parent shall not provide any information that in the good faith determination of Parent constitutes commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 5.03(b(ii) other than in accordance with “clean room” engage or other similar procedures designed to limit any potential adverse effect on Parent from sharing such information; (iii) participate in any discussions or negotiations with any such Person and its Representatives regarding such Parent Acquisition Proposal, Proposal if, and only if, prior to taking any action described in clause (iii) or (iiiii) above, the Board Parent’s board of Directors of Parent directors determines in good faith after consultation with outside legal counsel that (A) based on the information then available and after consultation with a financial advisor of nationally recognized reputation that such Parent Acquisition Proposal either constitutes a Parent Superior Proposal or would reasonably be expected to result in a Parent Superior Proposal and (B) the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law and Law. In no event may Parent or any of its Subsidiaries or any of their Representatives directly or indirectly reimburse or pay, or agree to reimburse or pay, the fees, costs or expenses of, or provide or agree to provide any compensation to, any Person or group (Bor any of its or their Representatives or potential financing sources) based on the information then available and after consultation with outside legal counsel and who makes a financial advisor of nationally recognized reputation, such Parent Acquisition Proposal either constitutes a Parent Superior Proposal or could reasonably be expected to result in a Parent Superior Proposal; and (iv) refer any inquiring Person to the terms of this Section 5.03.

Fiduciary Exception to No Solicitation Provision. Notwithstanding anything to the contrary in Section 5.03(a5.3(a), prior to the time, but not after, the Parent Requisite Vote Company Stockholder Approval is obtained, Parent and its Representatives may, in response to an unsolicited, bona fide written Parent Acquisition Proposal (which Parent Acquisition Proposal was made after the date of this AgreementAgreement and has not been withdrawn) which did not result from a breach, in any respect, of this Section 5.3 and so long as it has provided prior written notice to the Company of the identity of such Person and its intention to engage or participate in any discussions or negotiations with any such Person, (i) contact the Person who made such Parent Acquisition Proposal and its Representatives solely to clarify the terms and conditions thereof, and (ii) provide access to non-public information regarding Parent or any of its Subsidiaries in response to a request therefor to the Person who made such Parent Acquisition Proposal and such Person’s RepresentativesProposal; provided that such information has previously been, or is substantially concurrently, been made available to the Company or is provided to the Company substantially concurrently with the making of such information available to such Person and that, prior to furnishing any such non-public information, Parent receives from the Person making such Parent Acquisition Proposal an executed confidentiality agreement with terms at least as restrictive in all material respects on such Person as the Confidentiality Agreement Agreement’s terms are on the Company (it being understood that such confidentiality agreement need not contain prohibit the making or amending of a “standstill” or similar obligations to the extent that the Company is, concurrently with the entry by Parent or its Subsidiaries into such confidentiality agreement, released from any “standstill” or other similar obligations in the Confidentiality Agreement); provided, however, that if the Person making such Parent Acquisition Proposal is a competitor of Parent Proposal), and its Subsidiaries, Parent shall not provide any information that in the good faith determination of Parent constitutes commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 5.03(b(ii) other than in accordance with “clean room” engage or other similar procedures designed to limit any potential adverse effect on Parent from sharing such information; (iii) participate in any discussions or negotiations with any such Person and its Representatives regarding such Parent Acquisition Proposal, Proposal if, and only if, prior to taking any action described in clause (iii) or (iiiii) above, the Parent Board of Directors of Parent determines in good faith after consultation with outside financial advisors and outside legal counsel that (Ax) failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law and (B) based on the information then available and after consultation with outside legal counsel and a financial advisor of nationally recognized reputation, such Parent Acquisition Proposal either constitutes a Parent Superior Proposal or could would reasonably be expected to result in a Parent Superior Proposal; Proposal and (ivy) refer any inquiring Person the failure to take such action would reasonably be expected to be inconsistent with the terms of this Section 5.03directors’ fiduciary duties under applicable Law.

Fiduciary Exception to No Solicitation Provision. Notwithstanding anything to the contrary in Section 5.03(a5.2(a), prior to the time, but not after, the Parent Requisite Vote Company Stockholder Approval is obtained, Parent and its Representatives the Company may, in response to an unsolicited, bona fide written Parent Company Acquisition Proposal (which Company Acquisition Proposal was made after the date of this AgreementAgreement and has not been withdrawn) which did not result from a breach, in any respect, of this Section 5.2 and so long as it has provided prior written notice to Parent of the identity of such Person and its intention to engage or participate in any discussions or negotiations with any such Person, (i) contact the Person who made such Parent Acquisition Proposal and its Representatives solely to clarify the terms and conditions thereof, and (ii) provide access to non-public information regarding Parent the Company or any of its Subsidiaries in response to a request therefor to the Person who made such Parent Company Acquisition Proposal and such Person’s RepresentativesProposal; provided that such information has previously been, or is substantially concurrently, been made available to Parent or is provided to Parent substantially concurrently with the Company making of such information available to such Person and that, prior to furnishing any such non-public information, Parent the Company receives from the Person making such Parent Company Acquisition Proposal an executed confidentiality agreement with terms at least as restrictive in all material respects on such Person as the Confidentiality Agreement Agreement’s terms are on Parent (it being understood that such confidentiality agreement need not contain prohibit the making or amending of a “standstill” Company Acquisition Proposal), and (ii) engage or similar obligations to the extent that the Company is, concurrently with the entry by Parent or its Subsidiaries into such confidentiality agreement, released from any “standstill” or other similar obligations in the Confidentiality Agreement); provided, however, that if the Person making such Parent Acquisition Proposal is a competitor of Parent and its Subsidiaries, Parent shall not provide any information that in the good faith determination of Parent constitutes commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 5.03(b) other than in accordance with “clean room” or other similar procedures designed to limit any potential adverse effect on Parent from sharing such information; (iii) participate in any discussions or negotiations with any such Person and its Representatives regarding such Parent Company Acquisition Proposal, Proposal if, and only if, prior to taking any action described in clause (iii) or (iiiii) above, the Company Board of Directors of Parent determines in good faith after consultation with outside financial advisors and outside legal counsel that (Ax) such Company Acquisition Proposal either constitutes a Company Superior Proposal or would reasonably be expected to result in a Company Superior Proposal and (y) the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law and (B) based on the information then available and after consultation with outside legal counsel and a financial advisor of nationally recognized reputation, such Parent Acquisition Proposal either constitutes a Parent Superior Proposal or could reasonably be expected to result in a Parent Superior Proposal; and (iv) refer any inquiring Person to the terms of this Section 5.03Law.

Fiduciary Exception to No Solicitation Provision. Notwithstanding anything to the contrary in Section 5.03(a5.3(a), prior to the time, but not after, the Parent Requisite Vote Meadow Stockholder Approval is obtained, Parent and its Representatives Meadow may, in response to an unsolicited, bona fide written Parent Meadow Acquisition Proposal (which Meadow Acquisition Proposal was made after the date of this AgreementAgreement and has not been withdrawn) which did not result from a breach of this Section 5.3 and so long as at least three Business Days prior it has provided written notice to Iris of the identity of such Person or group making the Meadow Acquisition Proposal , the material terms and conditions of such Meadow Acquisition Proposal (including, if applicable, copies of any material written communications) and its intention to engage or participate in any discussions or negotiations with any such Person or group, (i) contact the Person who made such Parent Acquisition Proposal and its Representatives solely to clarify the terms and conditions thereof, and (ii) provide access to non-public information regarding Parent Meadow or any of its Subsidiaries in response to a request therefor to the Person who made such Parent or group making the Meadow Acquisition Proposal and such Person’s RepresentativesProposal; provided that such information has previously been, or is substantially concurrently, been made available to Iris or is provided to Iris substantially concurrently with the Company making of such information available to such Person or group and that, prior to furnishing any such non-public information, Parent Xxxxxx receives from the Person or group making such Parent Meadow Acquisition Proposal an executed confidentiality agreement with terms at least as restrictive in all material respects (including with respect to confidentiality and restrictions on use) on such Person Person(s) as the Confidentiality Agreement Agreement’s terms are on Iris (it being understood that such confidentiality agreement need not contain prohibit the making or amending of a “standstill” Meadow Acquisition Proposal), and (ii) engage or similar obligations to the extent that the Company is, concurrently with the entry by Parent or its Subsidiaries into such confidentiality agreement, released from any “standstill” or other similar obligations in the Confidentiality Agreement); provided, however, that if the Person making such Parent Acquisition Proposal is a competitor of Parent and its Subsidiaries, Parent shall not provide any information that in the good faith determination of Parent constitutes commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 5.03(b) other than in accordance with “clean room” or other similar procedures designed to limit any potential adverse effect on Parent from sharing such information; (iii) participate in any discussions or negotiations with any such Person and its Representatives or group regarding such Parent Meadow Acquisition Proposal, Proposal if, and only if, prior to taking any action described in clause (iii) or (iiiii) above, the Meadow Board of Directors of Parent determines in good faith after consultation with outside financial advisors and outside legal counsel that (Ax) such Meadow Acquisition Proposal either constitutes a Meadow Superior Proposal or would reasonably be expected to result in a Meadow Superior Proposal and (y) the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law and (B) based on the information then available and after consultation with outside legal counsel and a financial advisor of nationally recognized reputation, such Parent Acquisition Proposal either constitutes a Parent Superior Proposal or could reasonably be expected to result in a Parent Superior Proposal; and (iv) refer any inquiring Person to the terms of this Section 5.03Law.

Fiduciary Exception to No Solicitation Provision. Notwithstanding anything to the contrary in Section 5.03(a6.2(a), prior to the time, but not after, the Parent Company Requisite Vote is obtained, Parent and its Representatives the Company may, in response to an unsolicited, bona fide written Parent Acquisition Proposal made after the date of this Agreement, (i) contact the Person who made such Parent Acquisition Proposal and its Representatives solely to clarify the terms and conditions thereof, and (ii) provide access to information regarding Parent the Company or any of its Subsidiaries in response to a request therefor to the Person who made such Parent Acquisition Proposal and such Person’s Representatives; provided that such information has previously been, or is substantially concurrently, made available to the Company Parent and that, prior to furnishing any such non-public information, Parent the Company receives from the Person making such Parent Acquisition Proposal an executed confidentiality agreement with terms at least as restrictive in all material respects on such Person as the Confidentiality Agreement (as defined in Section 9.7) (it being understood that such confidentiality agreement need not contain a “standstill” or similar obligations to the extent that the Company Parent is, concurrently with the entry by Parent the Company or its Subsidiaries into such confidentiality agreement, released from any “standstill” or other similar obligations in the Confidentiality Agreement); provided, however, that if the Person making such Parent Acquisition Proposal is a competitor of Parent the Company and its Subsidiaries, Parent the Company shall not provide any information that in the good faith determination of Parent the Company constitutes commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 5.03(b6.2(b) other than in accordance with “clean room” or other similar procedures designed to limit any potential adverse effect on Parent the Company from sharing such information; and (iii) participate in any discussions or negotiations with any such Person and its Representatives regarding such Parent Acquisition Proposal, if, and only if, prior to taking any action described in clause (ii) or (iii) above, the Board of Directors of Parent the Company determines in good faith after consultation with outside legal counsel that (A) failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law and (B) based on the information then available and after consultation with outside legal counsel and a financial advisor of nationally recognized reputation, such Parent Acquisition Proposal either constitutes a Parent Superior Proposal or could would reasonably be expected to result in a Parent Superior Proposal; and (iv) refer any inquiring Person to the terms of this Section 5.03.

Fiduciary Exception to No Solicitation Provision. Notwithstanding anything to the contrary in Section 5.03(a5.2(a), prior to the time, but not after, the Parent Requisite Vote Company Stockholder Approval is obtained, Parent and its Representatives the Company may, in response to an unsolicited, bona fide written Parent Company Acquisition Proposal (which Company Acquisition Proposal was made after the date of this Agreement) which did not result from a breach, in any material respect, of this Section 5.2, (i) contact the Person who made or group of Persons making such Parent Company Acquisition Proposal and its Representatives solely to clarify the terms and conditions thereofthereof and inform such Person or group of Persons of the terms of this Section 5.2, and (ii) provide access to non-public information regarding Parent the Company or any of its Subsidiaries in response to a request therefor to the Person who made such Parent Company Acquisition Proposal and such Person’s RepresentativesProposal; provided that such information has previously been, or is substantially concurrently, been made available to Parent or is provided to Parent substantially concurrently with the Company making of such information available to such Person and that, prior to furnishing any such material non-public information, Parent the Company receives from the Person making such Parent Company Acquisition Proposal an executed confidentiality agreement with terms at least as restrictive in all material respects on such Person as the Confidentiality Agreement Agreement’s terms are on Parent (it being understood that such confidentiality agreement need not contain prohibit the making or amending of a “standstill” or similar obligations to the extent that the Company is, concurrently with the entry by Parent or its Subsidiaries into such confidentiality agreement, released from any “standstill” or other similar obligations in the Confidentiality Agreement); provided, however, that if the Person making such Parent Acquisition Proposal is a competitor of Parent Proposal) and its Subsidiaries, Parent shall not provide any information that in the good faith determination of Parent constitutes commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 5.03(b) other than in accordance with “clean room” or other similar procedures designed to limit any potential adverse effect on Parent from sharing such information; (iii) engage or participate in any discussions or negotiations with any such Person and its Representatives regarding such Parent Company Acquisition Proposal, Proposal if, and only if, prior to taking any action described in clause (ii) or (iii) above, the Company has provided prior written notice to Parent and the Company Board of Directors of Parent determines in good faith after consultation with outside legal counsel that (A) failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law and (B) based on the information then available and after consultation with outside legal counsel and a financial advisor of nationally recognized reputation, reputation that such Parent Company Acquisition Proposal either constitutes a Parent Company Superior Proposal or could reasonably be expected to result in a Parent Company Superior Proposal; Proposal and (ivB) refer any inquiring Person the failure to take such action would reasonably be expected to be inconsistent with the terms of this Section 5.03directors’ fiduciary duties under applicable Law.

Fiduciary Exception to No Solicitation Provision. Notwithstanding anything to the contrary in Section 5.03(a5.02(a), prior to the time, but not after, the Parent Company Requisite Vote is Stockholder Approvals are obtained, Parent and its Representatives the Company may, in response to an unsolicited, bona fide written Parent Acquisition Proposal made after the date of this AgreementProposal, (i) contact the Person who made such Parent Acquisition Proposal and its Representatives solely to clarify the terms and conditions thereof, and (ii) provide access to non-public information regarding Parent the Company or any of its Subsidiaries in response to a request therefor to the Person who made such Parent Acquisition Proposal and such Person’s RepresentativesProposal; provided provided, that such information has previously been, or is substantially concurrently, been made available to Parent or is provided to Parent promptly following the Company time such information is made available to such Person and that, prior to furnishing any such material non-public information, Parent the Company receives from the Person making such Parent Acquisition Proposal an executed confidentiality agreement with terms at least as restrictive in all material respects on such Person as the Confidentiality Agreement (it being understood that such confidentiality agreement need not contain a “standstill” include any standstill and need not prohibit the making or similar obligations to the extent that the Company isamending of an Acquisition Proposal), concurrently with the entry by Parent and (ii) engage or its Subsidiaries into such confidentiality agreement, released from any “standstill” or other similar obligations in the Confidentiality Agreement); provided, however, that if the Person making such Parent Acquisition Proposal is a competitor of Parent and its Subsidiaries, Parent shall not provide any information that in the good faith determination of Parent constitutes commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 5.03(b) other than in accordance with “clean room” or other similar procedures designed to limit any potential adverse effect on Parent from sharing such information; (iii) participate in any discussions or negotiations with any such Person and its Representatives regarding such Parent Acquisition Proposal, Proposal if, and only if, prior to taking any action described in clause (iii) or (iiiii) above, the Board of Directors of Parent Special Committee determines in good faith after consultation with outside legal counsel that (A) failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law and (B) based on the information then available and after consultation with outside legal counsel and a an independent financial advisor of nationally recognized reputation, reputation that (A) that such Parent Acquisition Proposal either constitutes a Parent Superior Proposal or could reasonably be expected to result in a Parent Superior Proposal; Proposal and (ivB) refer any inquiring Person the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties to the Public Stockholders under applicable Law. Notwithstanding anything to the contrary in Section 5.02(a), the Special Committee shall be permitted to engage in discussions regarding an Acquisition Proposal solely to clarify the terms of this Section 5.03thereof.

Fiduciary Exception to No Solicitation Provision. Notwithstanding anything to the contrary in Section 5.03(a5.2(a), prior to the time, but not after, the Parent Requisite Vote Iris Stockholder Approval is obtained, Parent and its Representatives Iris may, in response to an unsolicited, bona fide written Parent Iris Acquisition Proposal (which Iris Acquisition Proposal was made after the date of this AgreementAgreement and has not been withdrawn) which did not result from a breach of this Section 5.2 and so long as at least three Business Days prior it has provided written notice to Meadow of the identity of such Person or group making the Iris Acquisition Proposal, the material terms and conditions of such Iris Acquisition Proposal (including, if applicable, copies of any material written communications) and its intention to engage or participate in any discussions or negotiations with any such Person or group, (i) contact the Person who made such Parent Acquisition Proposal and its Representatives solely to clarify the terms and conditions thereof, and (ii) provide access to non-public information regarding Parent Iris or any of its Subsidiaries in response to a request therefor to the Person who made such Parent or group making the Iris Acquisition Proposal and such Person’s Representatives; (provided that such information has previously been, or is substantially concurrently, been made available to Meadow or is provided to Meadow substantially concurrently with the Company making of such information available to such Person or group and that, prior to furnishing any such non-public information, Parent Xxxx receives from the Person or group making such Parent Iris Acquisition Proposal an executed confidentiality agreement with terms at least as restrictive in all material respects (including with respect to confidentiality and restrictions on use) on such Person Person(s) as the Confidentiality Agreement Agreement’s terms are on Meadow (it being understood that such confidentiality agreement need not contain a “standstill” prohibit the making or similar obligations to the extent that the Company isamending of an Iris Acquisition Proposal), concurrently with the entry by Parent and (ii) engage or its Subsidiaries into such confidentiality agreement, released from any “standstill” or other similar obligations in the Confidentiality Agreement); provided, however, that if the Person making such Parent Acquisition Proposal is a competitor of Parent and its Subsidiaries, Parent shall not provide any information that in the good faith determination of Parent constitutes commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 5.03(b) other than in accordance with “clean room” or other similar procedures designed to limit any potential adverse effect on Parent from sharing such information; (iii) participate in any discussions or negotiations with any such Person and its Representatives or group regarding such Parent Iris Acquisition Proposal, Proposal if, and only if, prior to taking any action described in clause (iii) or (iiiii) above, the Iris Board of Directors of Parent determines in good faith after consultation with outside financial advisors and outside legal counsel that (Ax) such Iris Acquisition Proposal either constitutes an Iris Superior Proposal or would reasonably be expected to result in an Iris Superior Proposal and (y) the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law and (B) based on the information then available and after consultation with outside legal counsel and a financial advisor of nationally recognized reputation, such Parent Acquisition Proposal either constitutes a Parent Superior Proposal or could reasonably be expected to result in a Parent Superior Proposal; and (iv) refer any inquiring Person to the terms of this Section 5.03Law.

Fiduciary Exception to No Solicitation Provision. Notwithstanding anything to the contrary in Section 5.03(a6.2(a), prior to the time, but not after, the Parent Company Requisite Vote is obtained, Parent and its Representatives the Company may, in response to an unsolicited, bona fide written Parent Acquisition Proposal made after the date of this Agreement, (i) contact the Person who made such Parent Acquisition Proposal and its Representatives solely to clarify the terms and conditions thereof, and (ii) provide access to non-public information regarding Parent the Company or any of its Subsidiaries in response to a request therefor to the Person who made such Parent Acquisition Proposal, providing for the acquisition of all or substantially all of the assets (on a consolidated basis) or total voting power or economic interests of the equity securities of the Company, so long as, in the case of a transaction which is not all cash, the holders of the Company’s equity securities (including Shares) would not receive in the aggregate more than 65% of the total voting power of the equity securities of the issuer that is issuing securities in the transaction or 70% of the economic value of the issuer that is issuing securities in the transaction, in each case as measured based on the securities of such issuer outstanding at the time of the making of such Acquisition Proposal and giving effect to all securities and other consideration proposed to be issued by such Person’s Representatives; issuer in such transaction, provided that such information has previously been, or is substantially concurrently, made available to the Company Parent and that, prior to furnishing any such non-public information, Parent the Company receives from the Person making such Parent Acquisition Proposal an executed confidentiality agreement with terms at least as restrictive in all material respects on such Person as the Confidentiality Agreement (as defined in Section 9.7) (it being understood that such confidentiality agreement need not contain a “standstill” not, at the Company’s discretion, prohibit the making or similar obligations to the extent that the Company is, concurrently with the entry by Parent or its Subsidiaries into such confidentiality agreement, released from any “standstill” or other similar obligations in the Confidentiality Agreementamending of an Acquisition Proposal); provided, however, that if the Person making such Parent Acquisition Proposal is a competitor of Parent and its Subsidiaries, Parent shall not provide any information that in the good faith determination of Parent constitutes commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 5.03(b(ii) other than in accordance with “clean room” engage or other similar procedures designed to limit any potential adverse effect on Parent from sharing such information; (iii) participate in any discussions or negotiations with any such Person and its Representatives regarding such Parent Acquisition Proposal, Proposal if, and only if, prior to taking any action described in clause (iii) or (iiiii) above, the Board of Directors of Parent the Company determines in good faith after consultation with outside legal counsel that (A) failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law and (B) based on the information then available and after consultation with outside legal counsel and a financial advisor of nationally recognized reputation, such Parent Acquisition Proposal either constitutes a Parent Superior Proposal or could be reasonably be expected likely to result in a Parent Superior Proposal; and (iv) refer any inquiring Person to the terms of this Section 5.03.

Fiduciary Exception to No Solicitation Provision. Notwithstanding anything to the contrary in Section 5.03(a5.2(a), prior from and after the date of this Agreement until the earlier to occur of the time, but not afterAcceptance Time and the termination of this Agreement in accordance with Article VII, the Parent Requisite Vote is obtained, Parent and its Representatives Company may, in response to an unsolicited, bona fide written Parent Company Acquisition Proposal made after the date which did not result from a breach of this AgreementSection 5.2(a) and so long as it has provided prior written notice to Parent in accordance with Section 5.2(c), (i) contact the Person who made such Parent Acquisition Proposal and its Representatives solely to clarify the terms and conditions thereof, and (ii) provide access to non-public information regarding Parent the Company or any of its the Company Subsidiaries in response to a request therefor to the Person who made such Parent Company Acquisition Proposal and such Person’s RepresentativesProposal; provided provided, that such information has previously been, or is substantially concurrently, been made available to Parent or is provided to Parent substantially concurrently with the Company making of such information available to such Person and that, prior to furnishing any such material non-public information, Parent the Company receives from the Person making such Parent Company Acquisition Proposal an executed confidentiality agreement with terms at least as restrictive in all material respects on such Person as the Confidentiality Agreement Agreement’s terms are on Parent (it being understood that such confidentiality agreement need not contain prohibit the making or amending of a “standstill” Company Acquisition Proposal), and (ii) engage or similar obligations to the extent that the Company is, concurrently with the entry by Parent or its Subsidiaries into such confidentiality agreement, released from any “standstill” or other similar obligations in the Confidentiality Agreement); provided, however, that if the Person making such Parent Acquisition Proposal is a competitor of Parent and its Subsidiaries, Parent shall not provide any information that in the good faith determination of Parent constitutes commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 5.03(b) other than in accordance with “clean room” or other similar procedures designed to limit any potential adverse effect on Parent from sharing such information; (iii) participate in any discussions or negotiations with any such Person and its Representatives regarding such Parent Company Acquisition Proposal, Proposal if, and only if, prior to taking any action described in clause (iii) or (iiiii) above, the Company Board of Directors of Parent determines in good faith after consultation with outside legal counsel and a financial advisor of nationally recognized reputation that (A) such Company Acquisition Proposal either constitutes a Company Superior Proposal or would reasonably be expected to lead to a Company Superior Proposal and (B) the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary or similar duties under applicable Law and (B) based on Law. The Company shall enforce any preexisting explicit or implicit confidentiality or standstill provisions or similar agreements with any Person or group of Persons, unless the information then available and Company Board, after consultation with outside legal counsel and a financial advisor of nationally recognized reputation, such Parent Acquisition Proposal either constitutes a Parent Superior Proposal or could determines in good faith that any failure to do so would be reasonably be expected to result in a Parent Superior Proposal; and (iv) refer any inquiring Person to be inconsistent with the terms of this Section 5.03directors’ fiduciary or similar duties under applicable Law.

Fiduciary Exception to No Solicitation Provision. Notwithstanding anything to the contrary in Section 5.03(a5.2(a), prior to the time, but not after, the Parent Requisite Company Vote is obtained, Parent and its Representatives the Company may, in response to an unsolicited, bona fide written Parent Acquisition Proposal made after the date of this AgreementProposal, (i) contact the Person who made such Parent Acquisition Proposal and its Representatives solely to clarify the terms and conditions thereof, and (ii) provide access to non-public information regarding Parent the Company or any of its Subsidiaries in response to a request therefor to the Person who made such Parent Acquisition Proposal and such Person’s RepresentativesProposal; provided provided, that such information has previously been, or is substantially concurrently, been made available to Parent or is provided to Parent prior to or concurrently with the Company time such information is made available to such Person and that, prior to furnishing any such material non-public information, Parent the Company receives from the Person making such Parent Acquisition Proposal an executed confidentiality agreement with terms at least as restrictive in all material respects on such Person as the Confidentiality Agreement Agreement’s terms are on Parent (it being understood that such confidentiality agreement need not contain a “standstill” prohibit the making or similar obligations to the extent that the Company is, concurrently with the entry by Parent or its Subsidiaries into such confidentiality agreement, released from any “standstill” or other similar obligations in the Confidentiality Agreementamending of an Acquisition Proposal); provided, however, that if the Person making such Parent Acquisition Proposal is a competitor of Parent and its Subsidiaries, Parent shall not provide any information that in the good faith determination of Parent constitutes commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 5.03(b(ii) other than in accordance with “clean room” engage or other similar procedures designed to limit any potential adverse effect on Parent from sharing such information; (iii) participate in any discussions or negotiations with any such Person and its Representatives regarding such Parent Acquisition Proposal, Proposal if, and only if, prior to taking any action described in clause (iii) or (iiiii) above, the Company Board of Directors of Parent determines in good faith after consultation with outside legal counsel that (A) failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law and (B) based on the information then available and after consultation with outside legal counsel and a an independent financial advisor of nationally recognized reputation, reputation that such Parent Acquisition Proposal either constitutes a Parent Superior Proposal or could reasonably be expected to result in a Parent Superior Proposal; Proposal and (ivB) refer any inquiring Person the failure to take such action would reasonably be expected to be inconsistent with the terms of this Section 5.03directors’ fiduciary duties under applicable Law.

Fiduciary Exception to No Solicitation Provision. Notwithstanding anything to the contrary in Section 5.03(a5.3(a), prior to the time, but not after, the Parent Requisite Vote Stockholder Approval is obtained, Parent and its Representatives may, in response to an unsolicited, bona fide written Parent Acquisition Proposal (which Parent Acquisition Proposal was made after the date of this Agreement) which did not result from a breach, in any material respect, of this Section 5.3, (i) contact the Person who made or group of Persons making such Parent Acquisition Proposal and its Representatives solely to clarify the terms and conditions thereofthereof and inform such Person or group of Persons of the terms of this Section 5.3, and (ii) provide access to non-public information regarding Parent or any of its Subsidiaries in response to a request therefor to the Person who made such Parent Acquisition Proposal and such Person’s RepresentativesProposal; provided that such information has previously been, or is substantially concurrently, been made available to the Company or is provided to the Company substantially concurrently with the making of such information available to such Person and that, prior to furnishing any such material non-public information, Parent receives from the Person making such Parent Acquisition Proposal an executed confidentiality agreement with terms at least as restrictive in all material respects on such Person as the Confidentiality Agreement Agreement’s terms are on the Company (it being understood that such confidentiality agreement need not contain prohibit the making or amending of a “standstill” or similar obligations to the extent that the Company is, concurrently with the entry by Parent or its Subsidiaries into such confidentiality agreement, released from any “standstill” or other similar obligations in the Confidentiality Agreement); provided, however, that if the Person making such Parent Acquisition Proposal is a competitor of Parent Proposal) and its Subsidiaries, Parent shall not provide any information that in the good faith determination of Parent constitutes commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 5.03(b) other than in accordance with “clean room” or other similar procedures designed to limit any potential adverse effect on Parent from sharing such information; (iii) engage or participate in any discussions or negotiations with any such Person and its Representatives regarding such Parent Acquisition Proposal, Proposal if, and only if, prior to taking any action described in clause (ii) or (iii) above, Parent has provided prior written notice to the Company and the Parent Board of Directors of Parent determines in good faith after consultation with outside legal counsel that (A) failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law and (B) based on the information then available and after consultation with outside legal counsel and a financial advisor of nationally recognized reputation, reputation that such Parent Acquisition Proposal either constitutes a Parent Superior Proposal or could reasonably be expected to result in a Parent Superior Proposal; Proposal and (ivB) refer any inquiring Person the failure to take such action would reasonably be expected to be inconsistent with the terms of this Section 5.03directors’ fiduciary duties under applicable Law.

Fiduciary Exception to No Solicitation Provision. Notwithstanding anything to the contrary in Section 5.03(a)this Agreement, prior to the time, but not after, the Parent Requisite Company Vote is obtained, Parent and its Representatives may, obtained in response to an unsolicited, bona fide written Parent Acquisition Proposal made after Proposal, the date of this Agreement, Company may: (i) contact the Person who made such Parent Acquisition Proposal and its Representatives solely to clarify the terms and conditions thereof, and (ii) provide access to non-public information regarding Parent the Company or any of its Subsidiaries in response to a request therefor to the Person who made such Parent Acquisition Proposal and such Person’s RepresentativesProposal; provided provided, that such similar information has previously beenbeen made available to, or is made available to, Parent prior to or substantially concurrently, concurrently with the time such information is made available to the Company such Person and that, prior to furnishing any such non-public information, Parent the Company receives from the Person making such Parent Acquisition Proposal an executed confidentiality agreement with terms at least as restrictive in all material respects on such Person as the terms in the Confidentiality Agreement are on Parent (it being understood that such confidentiality agreement need not contain a “standstill” prohibit the making or similar obligations to the extent that the Company is, concurrently with the entry by Parent or its Subsidiaries into such confidentiality agreement, released from any “standstill” or other similar obligations in the Confidentiality Agreementamending of an Acquisition Proposal); provided, however, that if the Person making such Parent Acquisition Proposal is a known competitor of Parent and its Subsidiariesthe Company, Parent the Company shall not provide any information that in the good faith determination of Parent constitutes commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 5.03(b5.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit any potential adverse effect on Parent from the Company of the sharing of such information; and (iiiii) engage and participate in any discussions or negotiations with any such Person and its Representatives regarding such Parent Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (iii) or (iiiii) above, the Company Board of Directors of Parent determines in good faith after consultation with outside legal counsel that (A) failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law and (B) based on the information then available and after consultation with outside legal counsel and a its financial advisor of nationally recognized reputation, that such Parent Acquisition Proposal either constitutes a Parent Superior Proposal or could would reasonably be expected to result in a Parent Superior Proposal; Proposal and (ivB) refer any inquiring Person such action is necessary or required in order for the directors to the terms of this Section 5.03comply with their fiduciary duties under applicable Law.

Fiduciary Exception to No Solicitation Provision. Notwithstanding anything to the contrary in Section 5.03(a6.2(a), prior to the time, but not after, the Parent Requisite Company Vote is obtained, Parent and its Representatives the Company may, in response to an unsolicited, bona fide written Parent Acquisition Proposal made after the date of this AgreementProposal, (i) contact the Person who made such Parent Acquisition Proposal and its Representatives solely to clarify the terms and conditions thereof, and (ii) provide access to non-public information regarding Parent the Company or any of its Subsidiaries in response to a request therefor to the Person who made such Parent Acquisition Proposal and such Person’s RepresentativesProposal; provided provided, that such information has previously been, or is substantially concurrently, been made available to Parent or is provided to Parent prior to or concurrently with the Company time such information is made available to such Person and that, prior to furnishing any such material non-public information, Parent the Company receives from the Person making such Parent Acquisition Proposal an executed confidentiality agreement with terms at least as restrictive in all material respects on such Person as the Confidentiality Agreement Agreements are on Parent (it being understood that such confidentiality agreement need not contain a “standstill” not, at the Company’s discretion, prohibit the making or similar obligations to the extent that the Company is, concurrently with the entry by Parent or its Subsidiaries into such confidentiality agreement, released from any “standstill” or other similar obligations in the Confidentiality Agreementamending of an Acquisition Proposal); provided, howeverfurther, that that, if the Person making such Parent Acquisition Proposal is a competitor of Parent and its Subsidiariesthe Company, Parent the Company shall not provide any information that in the good faith determination of Parent constitutes commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 5.03(b6.2(b) other than in accordance with “clean roomteam” or other similar procedures designed to limit any potential adverse effect on Parent from the Company of the sharing of such information; and (iiiii) participate in any discussions or negotiations with any such Person and its Representatives regarding such Parent Acquisition Proposal, Proposal if, and only if, prior to taking any action described in clause (iii) or (iiiii) above, the Board board of Directors directors of Parent the Company determines in good faith after consultation with outside legal counsel that (A) failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law and (B) based on the information then available and after consultation with outside legal counsel and a an independent financial advisor of nationally recognized reputation, reputation that such Parent Acquisition Proposal either constitutes a Parent Superior Proposal or could would reasonably be expected to result in a Parent Superior Proposal; Proposal and (ivB) refer any inquiring Person such action is necessary in order for the directors to the terms of this Section 5.03comply with their fiduciary duties under applicable Law.

Fiduciary Exception to No Solicitation Provision. Notwithstanding anything to the contrary in Section 5.03(a5.2(a), prior to the time, but not after, the Parent Requisite Vote Company Stockholder Approval is obtained, Parent and its Representatives the Company may, in response to an unsolicited, bona fide written Parent Company Acquisition Proposal (which Company Acquisition Proposal was made after the date of this Agreement) which did not result from a breach, in any material respect, of this Section 5.2 and so long as it has provided prior written notice to Parent, (i) contact the Person who made such Parent Acquisition Proposal and its Representatives solely to clarify the terms and conditions thereof, and (ii) provide access to non-public information regarding Parent the Company or any of its Subsidiaries in response to a request therefor to the Person who made such Parent Company Acquisition Proposal and such Person’s RepresentativesProposal; provided that such information has previously been, or is substantially concurrently, been made available to Parent or is provided to Parent substantially concurrently with the Company making of such information available to such Person and that, prior to furnishing any such material non-public information, Parent the Company receives from the Person making such Parent Company Acquisition Proposal an executed confidentiality agreement with terms at least as restrictive in all material respects on such Person as the Confidentiality Agreement Agreement’s terms are on Parent (it being understood that such confidentiality agreement need not contain prohibit the making or amending of a “standstill” Company Acquisition Proposal), and (ii) engage or similar obligations to the extent that the Company is, concurrently with the entry by Parent or its Subsidiaries into such confidentiality agreement, released from any “standstill” or other similar obligations in the Confidentiality Agreement); provided, however, that if the Person making such Parent Acquisition Proposal is a competitor of Parent and its Subsidiaries, Parent shall not provide any information that in the good faith determination of Parent constitutes commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 5.03(b) other than in accordance with “clean room” or other similar procedures designed to limit any potential adverse effect on Parent from sharing such information; (iii) participate in any discussions or negotiations with any such Person and its Representatives regarding such Parent Company Acquisition Proposal, Proposal if, and only if, prior to taking any action described in clause (iii) or (iiiii) above, the Company Board of Directors of Parent determines in good faith after consultation with outside legal counsel that (A) failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law and (B) based on the information then available and after consultation with outside legal counsel and a financial advisor of nationally recognized reputation, reputation that such Parent Company Acquisition Proposal either constitutes a Parent Company Superior Proposal or could reasonably be expected to result in a Parent Company Superior Proposal; Proposal and (ivB) refer any inquiring Person the failure to take such action would reasonably be expected to be inconsistent with the terms of this Section 5.03directors’ fiduciary duties under applicable Law.

Fiduciary Exception to No Solicitation Provision. Notwithstanding anything to the contrary in Section 5.03(a5.3(a), prior to the time, but not after, the Parent Requisite Vote is obtained, Parent and its Representatives may, in response to an unsolicited, bona fide written Permitted Parent Acquisition Proposal (which Permitted Parent Acquisition Proposal was made after the date of this Agreement) which did not result from a breach, in any material respect, of this Section 5.3 and so long as it has provided prior written notice to the Company, (i) contact the Person who made such Parent Acquisition Proposal and its Representatives solely to clarify the terms and conditions thereof, and (ii) provide access to non-public information regarding Parent or any of its Subsidiaries in response to a request therefor to the Person who made such Permitted Parent Acquisition Proposal and such Person’s Representatives; provided that such information has previously beenProposal, (ii) engage or is substantially concurrently, made available to the Company and that, prior to furnishing any such non-public information, Parent receives from the Person making such Parent Acquisition Proposal an executed confidentiality agreement with terms at least as restrictive in all material respects on such Person as the Confidentiality Agreement (it being understood that such confidentiality agreement need not contain a “standstill” or similar obligations to the extent that the Company is, concurrently with the entry by Parent or its Subsidiaries into such confidentiality agreement, released from any “standstill” or other similar obligations in the Confidentiality Agreement); provided, however, that if the Person making such Parent Acquisition Proposal is a competitor of Parent and its Subsidiaries, Parent shall not provide any information that in the good faith determination of Parent constitutes commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 5.03(b) other than in accordance with “clean room” or other similar procedures designed to limit any potential adverse effect on Parent from sharing such information; (iii) participate in any discussions or negotiations with any such Person and its Representatives regarding such Permitted Parent Acquisition Proposal and (iii) cause or permit Parent or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, lease agreement or other agreement relating to such Permitted Parent Acquisition Proposal; provided, if, and only if, that prior to taking any action of the actions described in clause clauses (i), (ii) or (iii) above, the Board of Directors of Parent determines in good faith after consultation with outside legal counsel that (A) failure to take shall obtain a “standstill” agreement from the Person who made such action would be inconsistent with the directors’ fiduciary duties under applicable Law and (B) based on the information then available and after consultation with outside legal counsel and a financial advisor of nationally recognized reputation, such Permitted Parent Acquisition Proposal either constitutes that prohibits the making of any Parent Acquisition Proposal that does not constitute a Permitted Parent Superior Acquisition Proposal. For the avoidance of doubt, to the extent that any proposal was but ceased to be a Permitted Parent Acquisition Proposal as a result of it no longer being conditioned on the consummation of the Merger or could reasonably be expected otherwise contemplates or requires Parent to result abandon, terminate, delay, modify, renegotiate or fail to consummate the Merger, Parent shall immediately cease taking any actions described in a Parent Superior Proposal; clauses (i), (ii) or (iii) of the foregoing sentence and (iv) refer shall promptly terminate access by any inquiring such Person to any physical or electronic data rooms relating to Parent. Parent shall take all actions necessary to enforce its rights under the terms provisions of this Section 5.03any “standstill” agreement between Parent and any Person (other than the Company), and shall not grant any waiver of, or agree to any amendment or modification to, any such agreement, to permit such person to submit a proposal that is not a Permitted Parent Acquisition Proposal.

Fiduciary Exception to No Solicitation Provision. Notwithstanding anything to the contrary in Section 5.03(a6.2(a), prior to the time, but not after, the Parent Company Requisite -52- Vote is obtained, Parent and its Representatives the Company may, in response to an unsolicited, bona fide written Parent Acquisition Proposal made after the date of this Agreement, (i) contact the Person who made such Parent Acquisition Proposal and its Representatives solely to clarify the terms and conditions thereof, and (ii) provide access to information regarding Parent the Company or any of its Subsidiaries in response to a request therefor to the Person who made such Parent Acquisition Proposal and such Person’s Representatives; provided that such information has previously been, or is substantially concurrently, made available to the Company Parent and that, prior to furnishing any such non-public information, Parent the Company receives from the Person making such Parent Acquisition Proposal an executed confidentiality agreement with terms at least as restrictive in all material respects on such Person as the Confidentiality Agreement (as defined in Section 9.7) (it being understood that such confidentiality agreement need not contain a “standstill” or similar obligations to the extent that the Company Parent is, concurrently with the entry by Parent the Company or its Subsidiaries into such confidentiality agreement, released from any “standstill” or other similar obligations in the Confidentiality Agreement); provided, however, that if the Person making such Parent Acquisition Proposal is a competitor of Parent the Company and its Subsidiaries, Parent the Company shall not provide any information that in the good faith determination of Parent the Company constitutes commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 5.03(b6.2(b) other than in accordance with “clean room” or other similar procedures designed to limit any potential adverse effect on Parent the Company from sharing such information; and (iii) participate in any discussions or negotiations with any such Person and its Representatives regarding such Parent Acquisition Proposal, if, and only if, prior to taking any action described in clause (ii) or (iii) above, the Board of Directors of Parent the Company determines in good faith after consultation with outside legal counsel that (A) failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law and (B) based on the information then available and after consultation with outside legal counsel and a financial advisor of nationally recognized reputation, such Parent Acquisition Proposal either constitutes a Parent Superior Proposal or could would reasonably be expected to result in a Parent Superior Proposal; and (iv) refer any inquiring Person to the terms of this Section 5.03.

Fiduciary Exception to No Solicitation Provision. Notwithstanding anything to the contrary in Section 5.03(a6.2(a), prior to the timeto, but not after, the Parent Requisite Vote is obtainedAcceptance Time, Parent and its Representatives the Company may, in response to an unsolicited, bona fide written Parent Company Acquisition Proposal (which Company Acquisition Proposal was made after the date of this AgreementAgreement and has not been withdrawn) which did not result from a breach, in any material respect, of this Section 6.2 and so long as it has provided prior written notice to Parent of the identity of such Person and its intention to engage or participate in any discussions or negotiations with any such Person, (i) contact the Person who made such Parent Acquisition Proposal and its Representatives solely to clarify the terms and conditions thereof, and (ii) provide access to non-public information regarding Parent the Company or any of its Subsidiaries in response to a request therefor to the Person who made such Parent Company Acquisition Proposal and such Person’s RepresentativesProposal; provided that such information has previously been, or is substantially concurrently, been made available to Parent or is provided to Parent substantially concurrently with the Company making of such information available to such Person and that, prior to furnishing any such non-public information, Parent the Company receives from the Person making such Parent Company Acquisition Proposal an executed confidentiality agreement with terms at least as restrictive in all material respects on such Person as the Confidentiality Agreement Licensing Agreement’s confidentiality and non-use terms are on Parent (it being understood that such confidentiality agreement need not contain prohibit the making or amending of a “standstill” Company Acquisition Proposal), and (ii) engage or similar obligations to the extent that the Company is, concurrently with the entry by Parent or its Subsidiaries into such confidentiality agreement, released from any “standstill” or other similar obligations in the Confidentiality Agreement); provided, however, that if the Person making such Parent Acquisition Proposal is a competitor of Parent and its Subsidiaries, Parent shall not provide any information that in the good faith determination of Parent constitutes commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 5.03(b) other than in accordance with “clean room” or other similar procedures designed to limit any potential adverse effect on Parent from sharing such information; (iii) participate in any discussions or negotiations with any such Person and its Representatives regarding such Parent Company Acquisition Proposal, Proposal if, and only if, prior to taking any action described in clause (iii) or (iiiii) above, the Company Board of Directors of Parent determines in good faith after consultation with outside legal counsel and an independent financial advisor of nationally recognized reputation that (A) such Company Acquisition Proposal either constitutes a Company Superior Proposal or would reasonably be expected to result in a Company Superior Proposal and (B) the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law and (B) based on the information then available and after consultation with outside legal counsel and a financial advisor of nationally recognized reputation, such Parent Acquisition Proposal either constitutes a Parent Superior Proposal or could reasonably be expected to result in a Parent Superior Proposal; and (iv) refer any inquiring Person to the terms of this Section 5.03Law.

Fiduciary Exception to No Solicitation Provision. Notwithstanding anything to the contrary in Section 5.03(a6.2(a), prior to the time, but not after, the Parent Company Requisite Vote is obtained, Parent and its Representatives the Company may, in response to an unsolicited, bona fide written Parent Acquisition Proposal made after the date that did not result from a breach (other than any breach that is both immaterial and unintentional) of this AgreementSection 6.2, (i) contact the Person who made such Parent Acquisition Proposal and its Representatives solely to clarify the terms and conditions thereof, and (ii) provide access to non-public information regarding Parent the Company or any of its Subsidiaries in response to a request therefor to the Person who made such Parent Acquisition Proposal and such Person’s RepresentativesProposal; provided that such information has previously been, or is substantially concurrently, been made available to Parent or is provided to Parent promptly (and in any event within twenty-four (24) hours) following the Company time such information is made available to such Person and that, prior to furnishing any such material non-public information, Parent the Company receives from the Person making such Parent Acquisition Proposal an executed confidentiality agreement with terms at least as restrictive in all material respects on such Person as the Confidentiality Agreement Agreement’s terms are on Parent (it being understood that such confidentiality agreement need not contain a “standstill” prohibit the making or similar obligations to the extent that the Company is, concurrently with the entry by Parent amending of an Acquisition Proposal) and (ii) engage or its Subsidiaries into such confidentiality agreement, released from any “standstill” or other similar obligations in the Confidentiality Agreement); provided, however, that if the Person making such Parent Acquisition Proposal is a competitor of Parent and its Subsidiaries, Parent shall not provide any information that in the good faith determination of Parent constitutes commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 5.03(b) other than in accordance with “clean room” or other similar procedures designed to limit any potential adverse effect on Parent from sharing such information; (iii) participate in any discussions or negotiations with any such Person and its Representatives regarding such Parent Acquisition Proposal, Proposal if, and only if, prior to taking any action described in clause (iii) or (iiiii) above, the Board Company’s board of Directors of Parent directors determines in good faith after consultation with outside legal counsel that (A) based on the information then available and after consultation with an independent financial advisor of nationally recognized reputation that such Acquisition Proposal either constitutes a Superior Proposal or could reasonably be expected to lead to a Superior Proposal and (B) the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law and (B) based on the information then available and after consultation with outside legal counsel and a financial advisor of nationally recognized reputation, such Parent Acquisition Proposal either constitutes a Parent Superior Proposal or could reasonably be expected to result in a Parent Superior Proposal; and (iv) refer any inquiring Person to the terms of this Section 5.03Law.

Fiduciary Exception to No Solicitation Provision. Notwithstanding anything to the contrary in Section 5.03(a6.2(a), prior to the timeto, but not after, the time the Parent Requisite Vote Shareholder Approval is obtained, Parent and its Representatives may, in response to an unsolicited, bona fide written Parent Acquisition Proposal which Parent Acquisition Proposal was made after the date of this AgreementAgreement and did not result from a breach of Section 6.2(a), (i) contact the Person who made such Parent Acquisition Proposal and its Representatives solely to clarify the terms and conditions thereof, and (ii) provide access to non-public information regarding Parent or any of its Subsidiaries in response to a request therefor to the Person who made such Parent Acquisition Proposal and such Person’s RepresentativesProposal; provided that such information has previously been, or is substantially concurrently, been made available to the Company or is provided to the Company substantially concurrently with the time such information is made available to such Person and that, prior to furnishing any such material non-public information, Parent receives from the Person making such Parent Acquisition Proposal an executed confidentiality agreement with terms at least as restrictive in all material respects on such Person as the Confidentiality Agreement Agreement’s terms are on the Company, and (it being understood that such confidentiality agreement need not contain a “standstill” ii) engage or similar obligations to the extent that the Company is, concurrently with the entry by Parent or its Subsidiaries into such confidentiality agreement, released from any “standstill” or other similar obligations in the Confidentiality Agreement); provided, however, that if the Person making such Parent Acquisition Proposal is a competitor of Parent and its Subsidiaries, Parent shall not provide any information that in the good faith determination of Parent constitutes commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 5.03(b) other than in accordance with “clean room” or other similar procedures designed to limit any potential adverse effect on Parent from sharing such information; (iii) participate in any discussions or negotiations with any such Person and its Representatives regarding such Parent Acquisition Proposal (subject to promptly and, in any event, within twenty-four (24) hours, notifying the Company of the status and material details thereof, including providing copies of any documentation that is material to such Parent Acquisition Proposal, ) if, and only if, prior to taking any action described in clause (iii) or (iiiii) above, the Board Parent’s board of Directors of Parent directors determines in good faith after consultation with outside legal counsel that (A) based on the information then available and after consultation with an independent financial advisor of nationally recognized reputation that such Parent Acquisition Proposal either constitutes a Parent Superior Proposal or would reasonably be expected to result in a Parent Superior Proposal and (B) the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law and (B) based on the information then available and after consultation with outside legal counsel and a financial advisor of nationally recognized reputation, such Parent Acquisition Proposal either constitutes a Parent Superior Proposal or could reasonably be expected to result in a Parent Superior Proposal; and (iv) refer any inquiring Person to the terms of this Section 5.03Law.

Fiduciary Exception to No Solicitation Provision. Notwithstanding anything to the contrary in Section 5.03(a6.2(a), prior to the timeto, but not after, (x) the Parent Requisite Vote time the Support Agreements are delivered and executed in accordance with Section 6.4(a) or (y) in the event of a Company Shareholder Meeting Election following a Support Agreement Failure, the time the Company Shareholder Approval is obtained, Parent and its Representatives the Company may, in response to an unsolicited, bona fide written Parent Company Acquisition Proposal which Company Acquisition Proposal was made after the date of this AgreementAgreement and did not result from a breach of Section 6.2(a), (i) contact the Person who made such Parent Acquisition Proposal and its Representatives solely to clarify the terms and conditions thereof, and (ii) provide access to non-public information regarding Parent the Company or any of its Subsidiaries in response to a request therefor to the Person who made such Parent Company Acquisition Proposal and such Person’s RepresentativesProposal; provided that such information has previously been, or is substantially concurrently, been made available to Parent or is provided to Parent substantially concurrently with the Company time such information is made available to such Person and that, prior to furnishing any such material non-public information, Parent the Company receives from the Person making such Parent Company Acquisition Proposal an executed confidentiality agreement with terms at least as restrictive in all material respects on such Person as the Confidentiality Agreement Agreement’s terms are on Parent, and (it being understood that such confidentiality agreement need not contain a “standstill” ii) engage or similar obligations to the extent that the Company is, concurrently with the entry by Parent or its Subsidiaries into such confidentiality agreement, released from any “standstill” or other similar obligations in the Confidentiality Agreement); provided, however, that if the Person making such Parent Acquisition Proposal is a competitor of Parent and its Subsidiaries, Parent shall not provide any information that in the good faith determination of Parent constitutes commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 5.03(b) other than in accordance with “clean room” or other similar procedures designed to limit any potential adverse effect on Parent from sharing such information; (iii) participate in any discussions or negotiations with any such Person and its Representatives regarding such Company Acquisition Proposal (subject to promptly and, in any event, within twenty-four (24) hours, notifying Parent of the status and material details thereof, including providing copies of any documentation that is material to such Company Acquisition Proposal, ) if, and only if, prior to taking any action described in clause (iii) or (iiiii) above, the Board Company’s board of Directors of Parent directors determines in good faith after consultation with outside legal counsel that (A) based on the information then available and after consultation with an independent financial advisor of nationally recognized reputation that such Company Acquisition Proposal either constitutes a Company Superior Proposal or would reasonably be expected to result in a Company Superior Proposal and (B) the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law and (B) based on the information then available and after consultation with outside legal counsel and a financial advisor of nationally recognized reputation, such Parent Acquisition Proposal either constitutes a Parent Superior Proposal or could reasonably be expected to result in a Parent Superior Proposal; and (iv) refer any inquiring Person to the terms of this Section 5.03Law.

Fiduciary Exception to No Solicitation Provision. Notwithstanding anything to the contrary in Section 5.03(a5.3(a), prior to the time, but not after, the Parent Requisite Vote Stockholder Approval is obtained, Parent and its Representatives may, in response to an unsolicited, bona fide written Parent Acquisition Proposal (which Parent Acquisition Proposal was made after the date of this AgreementAgreement and has not been withdrawn) which did not result from a breach, in any material respect, of Section 5.3(a) and so long as it has provided prior written notice to the Company of the identity of such Person and its intention to engage or participate in any discussions or negotiations with any such Person, (i) contact the Person who made or group of Persons making such Parent Acquisition Proposal and its Representatives solely to clarify the terms and conditions thereof, and (ii) provide access to non-public information regarding Parent or any of its Subsidiaries in response to a request therefor to the Person who made such Parent Acquisition Proposal and such Person’s RepresentativesProposal; provided that such information has previously been, or is substantially concurrently, been made available to the Company or is provided to the Company substantially concurrently with the making of such information available to such Person and that, prior to furnishing any such non-public information, Parent receives from the Person making such Parent Acquisition Proposal an executed confidentiality agreement with terms at least as restrictive in all material respects on such Person as the Confidentiality Agreement Agreement’s terms are on the Company (it being understood that such confidentiality agreement need not contain prohibit the making or amending of a “standstill” or similar obligations to the extent that the Company is, concurrently with the entry by Parent or its Subsidiaries into such confidentiality agreement, released from any “standstill” or other similar obligations in the Confidentiality Agreement); provided, however, that if the Person making such Parent Acquisition Proposal is a competitor of Parent Proposal), and its Subsidiaries, Parent shall not provide any information that in the good faith determination of Parent constitutes commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 5.03(b) other than in accordance with “clean room” or other similar procedures designed to limit any potential adverse effect on Parent from sharing such information; (iii) engage or participate in any discussions or negotiations with any such Person and its Representatives regarding such Parent Acquisition Proposal, Proposal if, and only if, prior to taking any action described in clause (ii) or (iii) above, the Parent Board of Directors of Parent determines in good faith after consultation with outside legal counsel that (A) failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law and (B) based on the information then available and after consultation with outside legal counsel and a an independent financial advisor of nationally recognized reputation, that such Parent Acquisition Proposal either constitutes a Parent Superior Proposal or could would reasonably be expected to result in a Parent Superior Proposal; Proposal and (ivB) refer any inquiring Person the failure to take such action would reasonably be expected to be inconsistent with the terms of this Section 5.03directors’ fiduciary duties under applicable Law.

Fiduciary Exception to No Solicitation Provision. Notwithstanding anything to the contrary in Section 5.03(a5.3(a), prior to the time, but not after, the Parent Requisite Vote Stockholder Approval is obtained, Parent and its Representatives may, in response to an unsolicited, a bona fide written Parent Acquisition Proposal (which Parent Acquisition Proposal was made after the date of this AgreementAgreement and has not been withdrawn) which did not result from a breach of this Section 5.3 and so long as it has provided written notice to the Company of the identity of such Person or group making the Parent Acquisition Proposal, the material terms and conditions of such Parent Acquisition Proposal (including, if applicable, copies of any material written communications) and its intention to engage or participate in any discussions or negotiations with any such Person or group, (i) contact the Person who made such Parent Acquisition Proposal and its Representatives solely to clarify the terms and conditions thereof, and (ii) provide access to non-public information regarding Parent or any of its Subsidiaries in response to a request therefor to the Person who made such or group making the Parent Acquisition Proposal and such Person’s Representatives; (provided that such information has previously been, or is substantially concurrently, been made available to the Company or is provided to the Company substantially concurrently with the making of such information available to such Person or group and that, prior to furnishing any such non-public information, Parent receives from the Person or group making such Parent Acquisition Proposal an executed confidentiality agreement with terms at least as restrictive in all material respects (including with respect to confidentiality and restrictions on use) on such Person Person(s) as the Confidentiality Agreement Agreement’s terms are on with the Company (an “Acceptable Parent Confidentiality Agreement”)) (it being understood that such confidentiality agreement need not contain include a “standstill” agreement or similar obligations to prohibit the extent that the Company is, concurrently with the entry by Parent making or its Subsidiaries into such confidentiality agreement, released from any “standstill” or other similar obligations in the Confidentiality Agreement); provided, however, that if the Person making such amending of a Parent Acquisition Proposal is a competitor of Parent Proposal), and its Subsidiaries, Parent shall not provide any information that in the good faith determination of Parent constitutes commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 5.03(b(ii) other than in accordance with “clean room” engage or other similar procedures designed to limit any potential adverse effect on Parent from sharing such information; (iii) participate in any discussions or negotiations with any such Person and its Representatives or group regarding such Parent Acquisition Proposal, Proposal if, and only if, prior to taking any action described in clause (iii) or (iiiii) above, the Parent Board of Directors of Parent determines in good faith after consultation with outside financial advisors and outside legal counsel that (Ax) failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law and (B) based on the information then available and after consultation with outside legal counsel and a financial advisor of nationally recognized reputation, such Parent Acquisition Proposal either constitutes a Parent Superior Proposal or could would reasonably be expected to result in a Parent Superior Proposal; Proposal and (ivy) refer any inquiring Person the failure to take such action would be inconsistent with the fiduciary duties of the Parent Board to the terms holders of Parent capital stock under applicable Law. Parent shall provide the Company with an accurate and complete copy of the Acceptable Parent Confidentiality Agreement entered into as contemplated by this Section 5.035.3(b) promptly (and in any event within 24 hours) after the execution thereof.

Fiduciary Exception to No Solicitation Provision. Notwithstanding anything to the contrary in Section 5.03(a5.2(a), prior to the time, but not after, the Parent Requisite Vote Company Stockholder Approval is obtained, Parent and its Representatives the Company may, in response to an unsolicited, a bona fide written Parent Company Acquisition Proposal (which Company Acquisition Proposal was made after the date of this AgreementAgreement and has not been withdrawn) which did not result from a breach of this Section 5.2 and so long as it has provided written notice to Parent of the identity of such Person or group making the Company Acquisition Proposal, the material terms and conditions of such Company Acquisition Proposal (including, if applicable, copies of any material written communications) and its intention to engage or participate in any discussions or negotiations with any such Person or group, (i) contact the Person who made such Parent Acquisition Proposal and its Representatives solely to clarify the terms and conditions thereof, and (ii) provide access to non-public information regarding Parent the Company or any of its Subsidiaries in response to a request therefor to the Person who made such Parent or group making the Company Acquisition Proposal and such Person’s Representatives; (provided that such information has previously been, or is substantially concurrently, been made available to Parent or is provided to Parent substantially concurrently with the Company making of such information available to such Person or group and that, prior to furnishing any such non-public information, Parent the Company receives from the Person or group making such Parent Company Acquisition Proposal an executed confidentiality agreement with terms at least as restrictive in all material respects (including with respect to confidentiality and restrictions on use) on such Person Person(s) as the Confidentiality Agreement Agreement’s terms are on with Parent (an “Acceptable Company Confidentiality Agreement”)) (it being understood that such confidentiality agreement need not contain include a “standstill” agreement or similar obligations to prohibit the extent that the making or amending of a Company isAcquisition Proposal), concurrently with the entry by Parent and (ii) engage or its Subsidiaries into such confidentiality agreement, released from any “standstill” or other similar obligations in the Confidentiality Agreement); provided, however, that if the Person making such Parent Acquisition Proposal is a competitor of Parent and its Subsidiaries, Parent shall not provide any information that in the good faith determination of Parent constitutes commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 5.03(b) other than in accordance with “clean room” or other similar procedures designed to limit any potential adverse effect on Parent from sharing such information; (iii) participate in any discussions or negotiations with any such Person and its Representatives or group regarding such Parent Company Acquisition Proposal, Proposal if, and only if, prior to taking any action described in clause (iii) or (iiiii) above, the Company Board of Directors of Parent determines in good faith after consultation with outside financial advisors and outside legal counsel that (Ax) such Company Acquisition Proposal either constitutes a Company Superior Proposal or would reasonably be expected to result in a Company Superior Proposal and (y) the failure to take such action would be inconsistent with the directors’ fiduciary duties of the Company Board to the holders of Shares under applicable Law Law. The Company shall provide Parent with an accurate and (B) based on complete copy of the information then available and after consultation with outside legal counsel and a financial advisor of nationally recognized reputation, such Parent Acquisition Proposal either constitutes a Parent Superior Proposal or could reasonably be expected to result in a Parent Superior Proposal; and (iv) refer any inquiring Person to the terms of Acceptable Company Confidentiality Agreement entered into as contemplated by this Section 5.035.2(b) promptly (and in any event within 24 hours) after the execution thereof.

Fiduciary Exception to No Solicitation Provision. Notwithstanding anything to the contrary in Section 5.03(a6.2(a), prior to the time, but not after, the Parent Company Requisite Vote is obtained, Parent and its Representatives the Company may, in response to an unsolicited, bona fide written Parent Acquisition Proposal made after the date that did not result from a breach, in any material respect, of this AgreementSection 6.2, (i) contact the Person who made such Parent Acquisition Proposal and its Representatives solely to clarify the terms and conditions thereof, and (ii) provide access to non-public information regarding Parent the Company or any of its Subsidiaries in response to a request therefor to the Person who made such Parent Acquisition Proposal and such Person’s RepresentativesProposal; provided that such information has previously been, or is substantially concurrently, been made available to Parent or is provided to Parent promptly (and in any event within twenty-four (24) hours) following the Company time such information is made available to such Person and that, prior to furnishing any such non-public information, Parent the Company receives from the Person making such Parent Acquisition Proposal an executed confidentiality agreement with terms at least as restrictive in all material respects on such Person (including its Affiliates and Representatives) as the terms of the Confidentiality Agreement are on Parent (it being understood that such confidentiality agreement need not contain a “standstill” prohibit the making or similar obligations amending of an Acquisition Proposal confidentially made to the extent that the Company is, concurrently with the entry by Parent or its Subsidiaries into such confidentiality agreement, released from any Company’s board of directors) (an “standstill” or other similar obligations in the Acceptable Confidentiality Agreement); provided, however”) provided further, that if the competitively sensitive information provided to any such Person making such Parent Acquisition Proposal who is a competitor of Parent the Company or any of its Subsidiaries will only be provided in a separate “clean data room” and its Subsidiaries, Parent shall not provide any information that in the good faith determination of Parent constitutes commercially sensitive non-public information subject to customary “clean team” arrangements regarding access to such Person in connection with any actions permitted by this Section 5.03(binformation, and (ii) other than in accordance with “clean room” engage or other similar procedures designed to limit any potential adverse effect on Parent from sharing such information; (iii) participate in any discussions or negotiations with any such Person and its Representatives regarding such Parent Acquisition Proposal, if, and only if, prior to taking any action described in clause (iii) or (iiiii) above, the Board Company’s board of Directors of Parent directors determines in good faith after consultation with its outside legal counsel that (A) failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law and (B) based on the information then available and after consultation with outside legal counsel and a its financial advisor of nationally recognized reputation, that such Parent Acquisition Proposal either constitutes a Parent Superior Proposal or could would reasonably be expected to result in lead to a Parent Superior Proposal; Proposal and (ivB) refer any inquiring Person the failure to take such action would reasonably be expected to be inconsistent with the terms of this Section 5.03Company directors’ fiduciary duties under applicable Law.

Fiduciary Exception to No Solicitation Provision. Notwithstanding anything to the contrary in Section 5.03(a5.2(a), prior to the time, but not after, the Parent Requisite Vote Company Stockholder Approval is obtained, Parent and its Representatives the Company may, in response to an unsolicited, bona fide written Parent Company Acquisition Proposal (which Company Acquisition Proposal was made after the date of this AgreementAgreement and has not been withdrawn) which did not result from a breach, in any material respect, of Section 5.2(a) and so long as it has provided prior written notice to Parent of the identity of such Person and its intention to engage or participate in any discussions or negotiations with any such Person, (i) contact the Person who made or group of Persons making such Parent Company Acquisition Proposal and its Representatives solely to clarify the terms and conditions thereof, and (ii) provide access to non-public information regarding Parent the Company or any of its Subsidiaries in response to a request therefor to the Person who made such Parent Company Acquisition Proposal and such Person’s RepresentativesProposal; provided that such information has previously been, or is substantially concurrently, been made available to Parent or is provided to Parent substantially concurrently with the Company making of such information available to such Person and that, prior to furnishing any such non-public information, Parent the Company receives from the Person making such Parent Company Acquisition Proposal an executed confidentiality agreement with terms at least as restrictive in all material respects on such Person as the Confidentiality Agreement Agreement’s terms are on Parent (it being understood that such confidentiality agreement need not contain prohibit the making or amending of a “standstill” or similar obligations to the extent that the Company isAcquisition Proposal), concurrently with the entry by Parent or its Subsidiaries into such confidentiality agreement, released from any “standstill” or other similar obligations in the Confidentiality Agreement); provided, however, that if the Person making such Parent Acquisition Proposal is a competitor of Parent and its Subsidiaries, Parent shall not provide any information that in the good faith determination of Parent constitutes commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 5.03(b) other than in accordance with “clean room” or other similar procedures designed to limit any potential adverse effect on Parent from sharing such information; (iii) engage or participate in any discussions or negotiations with any such Person and its Representatives regarding such Parent Company Acquisition Proposal, Proposal if, and only if, prior to taking any action described in clause (ii) or (iii) above, the Company Board of Directors of Parent determines in good faith after consultation with outside legal counsel that (A) after consultation with an independent financial advisor that such Company Acquisition Proposal either constitutes a Company Superior Proposal or would reasonably be expected to result in a Company Superior Proposal and (B) the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law and (B) based on the information then available and after consultation with outside legal counsel and a financial advisor of nationally recognized reputation, such Parent Acquisition Proposal either constitutes a Parent Superior Proposal or could reasonably be expected to result in a Parent Superior Proposal; and (iv) refer any inquiring Person to the terms of this Section 5.03Law.

Fiduciary Exception to No Solicitation Provision. Notwithstanding anything to the contrary in Section 5.03(a5.3(a), prior to the time, but not after, the Parent Requisite Required Company Stockholder Vote is obtained, Parent and its Representatives the Company may, in response to an unsolicited, bona fide written Parent Company Acquisition Proposal (which Company Acquisition Proposal was made after the date of this AgreementAgreement and has not been withdrawn) that did not result from a breach, in any material respect, of this Section 5.3, and so long as it has provided prior written notice to Parent of the identity of such Person and its intention to engage or participate in any discussions or negotiations with any such Person, (i) contact the Person who made such Parent Acquisition Proposal and its Representatives solely to clarify the terms and conditions thereof, and (ii) provide access to non-public information regarding Parent the Company or any of its Subsidiaries in response to a request therefor to the Person who made such Parent Company Acquisition Proposal and such Person’s RepresentativesProposal; provided provided, that such information has previously been, or is substantially concurrently, been made available to Parent or is provided to Parent substantially concurrently with the Company making of such information available to such Person and that, prior to furnishing any such non-public information, Parent the Company receives from the Person making such Parent Company Acquisition Proposal an executed confidentiality agreement with terms at least as restrictive in all material respects on such Person as the Confidentiality Agreement (it being understood that such confidentiality agreement need not contain a “standstill” or similar obligations to the extent that the Company is, concurrently with the entry by Parent or its Subsidiaries into such confidentiality agreement, released from any “standstill” or other similar obligations in the Acceptable Confidentiality Agreement); provided, however, that if the Person making such Parent Acquisition Proposal is a competitor of Parent and its Subsidiaries, Parent shall not provide any information that in the good faith determination of Parent constitutes commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 5.03(b(ii) other than in accordance with “clean room” engage or other similar procedures designed to limit any potential adverse effect on Parent from sharing such information; (iii) participate in any discussions or negotiations with any such Person and its Representatives regarding such Parent Company Acquisition Proposal, ; if, and only if, prior to taking any action described in clause (iii) or (iiiii) above, the Company Board of Directors of Parent determines in good faith faith, after consultation with outside financial advisors and outside legal counsel counsel, that (Ax) such Company Acquisition Proposal constitutes a Company Superior Proposal or would reasonably be expected to lead to a Company Superior Proposal, and (y) the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law and (B) based on the information then available and after consultation with outside legal counsel and a financial advisor of nationally recognized reputation, such Parent Acquisition Proposal either constitutes a Parent Superior Proposal or could reasonably be expected to result in a Parent Superior Proposal; and (iv) refer any inquiring Person to the terms of this Section 5.03Law.

Fiduciary Exception to No Solicitation Provision. Notwithstanding anything to the contrary in Section 5.03(a5.4(a), prior to the time, but not after, the Required Parent Requisite Stockholder Vote is obtained, Parent and its Representatives may, in response to an unsolicited, bona fide written Parent Acquisition Proposal (which Parent Acquisition Proposal was made after the date of this AgreementAgreement and has not been withdrawn) that did not result from a breach, in any material respect, of this Section 5.4, and so long as it has provided prior written notice to the Company of the identity of such Person and its intention to engage or participate in any discussions or negotiations with any such Person, (i) contact the Person who made such Parent Acquisition Proposal and its Representatives solely to clarify the terms and conditions thereof, and (ii) provide access to non-public information regarding Parent or any of its Subsidiaries in response to a request therefor to the Person who made such Parent Acquisition Proposal and such Person’s RepresentativesProposal; provided provided, that such information has previously been, or is substantially concurrently, been made available to the Company or is provided to the Company substantially concurrently with the making of such information available to such Person and that, prior to furnishing any such non-public information, Parent receives from the Person making such Parent Acquisition Proposal an executed confidentiality agreement with terms at least as restrictive in all material respects on such Person as the Confidentiality Agreement (it being understood that such confidentiality agreement need not contain a “standstill” or similar obligations to the extent that the Company is, concurrently with the entry by Parent or its Subsidiaries into such confidentiality agreement, released from any “standstill” or other similar obligations in the Acceptable Confidentiality Agreement); provided, however, that if the Person making such Parent Acquisition Proposal is a competitor of Parent and its Subsidiaries, Parent shall not provide any information that in the good faith determination of Parent constitutes commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 5.03(b(ii) other than in accordance with “clean room” engage or other similar procedures designed to limit any potential adverse effect on Parent from sharing such information; (iii) participate in any discussions or negotiations with any such Person and its Representatives regarding such Parent Acquisition Proposal, ; if, and only if, prior to taking any action described in clause (iii) or (iiiii) above, the Parent Board of Directors of Parent determines in good faith faith, after consultation with outside financial advisors and outside legal counsel counsel, that (Ax) such Parent Acquisition Proposal constitutes a Parent Superior Proposal or would reasonably be expected to lead to a Parent Superior Proposal, and (y) the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law and (B) based on the information then available and after consultation with outside legal counsel and a financial advisor of nationally recognized reputation, such Parent Acquisition Proposal either constitutes a Parent Superior Proposal or could reasonably be expected to result in a Parent Superior Proposal; and (iv) refer any inquiring Person to the terms of this Section 5.03Law.

Fiduciary Exception to No Solicitation Provision. Notwithstanding anything to the contrary in Section 5.03(a5.2(a), prior to the time, but not after, the Parent Requisite Vote Iris Stockholder Approval is obtained, Parent and its Representatives Iris may, in response to an unsolicited, bona fide written Parent Iris Acquisition Proposal (which Iris Acquisition Proposal was made after the date of this AgreementAgreement and has not been withdrawn) which did not result from a breach of this Section 5.2 and so long as at least three Business Days prior it has provided written notice to Meadow of the identity of such Person or group making the Iris Acquisition Proposal, the material terms and conditions of such Iris Acquisition Proposal (including, if applicable, copies of any material written communications) and its intention to engage or participate in any discussions or negotiations with any such Person or group, (i) contact the Person who made such Parent Acquisition Proposal and its Representatives solely to clarify the terms and conditions thereof, and (ii) provide access to non-public information regarding Parent Iris or any of its Subsidiaries in response to a request therefor to the Person who made such Parent or group making the Iris Acquisition Proposal and such Person’s Representatives; provided that such information has previously been, or is substantially concurrently, been made available to Meadow or is provided to Meadow substantially concurrently with the Company making of such information available to such Person or group and that, prior to furnishing any such non-public information, Parent Xxxx receives from the Person or group making such Parent Iris Acquisition Proposal an executed confidentiality agreement with terms at least as restrictive in all material respects (including with respect to confidentiality and restrictions on use) on such Person Person(s) as the Confidentiality Agreement Agreement’s terms are on Meadow (it being understood that such confidentiality agreement need not contain a “standstill” prohibit the making or similar obligations to the extent that the Company isamending of an Iris Acquisition Proposal), concurrently with the entry by Parent and (ii) engage or its Subsidiaries into such confidentiality agreement, released from any “standstill” or other similar obligations in the Confidentiality Agreement); provided, however, that if the Person making such Parent Acquisition Proposal is a competitor of Parent and its Subsidiaries, Parent shall not provide any information that in the good faith determination of Parent constitutes commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 5.03(b) other than in accordance with “clean room” or other similar procedures designed to limit any potential adverse effect on Parent from sharing such information; (iii) participate in any discussions or negotiations with any such Person and its Representatives or group regarding such Parent Iris Acquisition Proposal, Proposal if, and only if, prior to taking any action described in clause (iii) or (iiiii) above, the Iris Board of Directors of Parent determines in good faith after consultation with outside financial advisors and outside legal counsel that (Ax) such Iris Acquisition Proposal either constitutes an Iris Superior Proposal or would reasonably be expected to result in an Iris Superior Proposal and (y) the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law and (B) based on the information then available and after consultation with outside legal counsel and a financial advisor of nationally recognized reputation, such Parent Acquisition Proposal either constitutes a Parent Superior Proposal or could reasonably be expected to result in a Parent Superior Proposal; and (iv) refer any inquiring Person to the terms of this Section 5.03Law.

Fiduciary Exception to No Solicitation Provision. Notwithstanding anything to the contrary in Section 5.03(a6.2(a), but subject to compliance with this Section 6.2(b), prior to the time, but not after, the Parent Company Requisite Vote is obtained, Parent and its Representatives the Company may, in response to an unsolicited, bona fide written Parent Acquisition Proposal made received after the date of this AgreementAgreement that did not result from a breach of this Section 6.2, (i) contact the Person who made such Parent Acquisition Proposal and its Representatives solely to clarify the terms and conditions thereof, and (ii) provide access to non-public information regarding Parent the Company or any of its Subsidiaries in response to a request therefor to the Person who made such Parent Acquisition Proposal and such Person’s RepresentativesProposal; provided that such information has previously been, or is substantially concurrently, been made available to Parent or is provided to Parent promptly (and in any event within twenty-four (24) hours) following the Company time such information is made available to such Person and that, prior to furnishing any such non-public information, Parent the Company receives from the Person making such Parent Acquisition Proposal an executed confidentiality agreement with terms at least as restrictive in all material respects on such Person as the Confidentiality Agreement Agreement’s terms are (it being understood that such confidentiality agreement need not contain a “standstill” prohibit the making or similar obligations to the extent that the Company is, concurrently with the entry by Parent amending of an Acquisition Proposal) and (ii) engage or its Subsidiaries into such confidentiality agreement, released from any “standstill” or other similar obligations in the Confidentiality Agreement); provided, however, that if the Person making such Parent Acquisition Proposal is a competitor of Parent and its Subsidiaries, Parent shall not provide any information that in the good faith determination of Parent constitutes commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 5.03(b) other than in accordance with “clean room” or other similar procedures designed to limit any potential adverse effect on Parent from sharing such information; (iii) participate in any discussions or negotiations with any such Person and its Representatives regarding such Parent Acquisition Proposal, Proposal if, and only if, prior to taking any action described in clause (iii) or (iiiii) above, (1) the Board board of Directors directors of Parent the Company (acting on the recommendation of the Transaction Committee) determines in good faith after consultation with outside legal counsel that (A) failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law and (B) based on the information then available and after consultation with outside legal counsel and a an independent financial advisor of nationally recognized reputation, reputation that such Parent Acquisition Proposal either constitutes a Parent Superior Proposal or could would reasonably be expected to result in lead to a Parent Superior Proposal; Proposal and (ivB) refer the failure to take such action would reasonably be expected to be inconsistent with the Company directors’ fiduciary duties under applicable Law and (2) with respect to clause (ii) above, the Company provides written notice to Parent at least twenty-four (24) hours prior to engaging or participating in any inquiring discussions or negotiations with any such Person to the terms of this Section 5.03regarding such Acquisition Proposal.