Common use of Go-Shop; Acquisition Proposals Clause in Contracts

Go-Shop; Acquisition Proposals. (a) Notwithstanding anything to the contrary contained in this Agreement, during the period commencing on the date of this Agreement and continuing until 11:59 p.m. (New York City time) on the date that is (i) forty five (45) calendar days following the date of this Agreement (the “No Shop Period Start Date”), or (ii) in respect of any Excluded Party, fifteen (15) days after the No Shop Period Start Date (the “Cut-Off Date”), as applicable, the Company, its Subsidiaries and their respective directors, officers, employees and other Representatives shall have the right to, directly or indirectly, (A) solicit, initiate, propose, facilitate, induce or encourage any Acquisition Proposals, or the making, submission or announcement of one or more Acquisition Proposals from any Person or its Representatives, or encourage, facilitate or assist, any proposal, inquiry or offer that could reasonably be expected to lead to, result in or constitute an Acquisition Proposal, including by furnishing to any such Person or its Representatives any non-public information relating to the Company or any of its Subsidiaries or by affording to any Person or its Representatives access to the business, properties, assets, books, records or other non-public information, or to the personnel, of the Company or any of its Subsidiaries, in each case subject to the prior entry into, and solely pursuant to, an Acceptable Confidentiality Agreement; (B) continue, enter into, participate in or otherwise engage in any discussions or negotiations with any Person or its Representatives with respect to one or more Acquisition Proposals or any other proposals that could reasonably be expected to lead to, result in or constitute an Acquisition Proposal or other effort or attempt to make an Acquisition Proposal or other proposal that could reasonably be expected to lead to, result in or constitute an Acquisition Proposal; and (C) otherwise cooperate with, assist, participate in or take any action to facilitate any Acquisition Proposal or any other proposals that could reasonably be expected to lead to, result in or constitute any Acquisition Proposal. The Company will substantially concurrently (and in any event within one Business Day) make available to Parent or its Representatives any non-public information concerning the Company and its Subsidiaries that is provided by the Company to any Person or its Representatives pursuant to this Section 6.03(a) that was not previously made available to Parent. Notwithstanding anything contained in this Agreement to the contrary, the Board of Directors of the Company or any committee thereof may grant a waiver of any standstill provisions in any agreement with any Person to permit such Person to make an Acquisition Proposal privately and confidentially to the Board of Directors of the Company.

Go-Shop; Acquisition Proposals. (a) Notwithstanding anything any other provision of this Agreement to the contrary contained in this Agreementcontrary, during the period commencing beginning on the date of this Agreement and continuing until 11:59 p.m. (12:01 a.m. New York, New York City time) time on the date that is (i) forty five (45) calendar days the 40th day following the date of this Agreement (the “No No-Shop Period Start Date”), or (ii) in respect of any Excluded Party, fifteen (15) days after the No Shop Period Start Date (Company and the “Cut-Off Date”), as applicable, the Company, its Company Subsidiaries and their respective directors, officers, employees employees, investment bankers, attorneys, accountants, and other Representatives advisors and representatives (collectively, “Company Representatives”) shall have the right to, directly (acting under the direction of the Company Board or indirectly, any authorized committee thereof) to (Ai) solicit, initiate, propose, facilitate, induce or solicit and encourage any Acquisition Proposals, or the making, submission or announcement of one or more Acquisition Proposals from any Person (or its Representativesinquiries, proposals or encourage, facilitate offers or assist, any proposal, inquiry other efforts or offer attempts that could are reasonably be expected to lead to, result in or constitute to an Acquisition Proposal), including by furnishing way of providing access to any such Person or its Representatives any non-public information relating pursuant to the Company or any of its Subsidiaries or by affording to any Person or its Representatives access to the business, properties, assets, books, records or other non-public information, or to the personnel, of the Company or any of its Subsidiaries, in each case subject to the prior entry into, and solely (but only pursuant to, an Acceptable Confidentiality Agreement; (B) continue, enter into, participate in or otherwise engage in any discussions or negotiations with any Person or its Representatives with respect to one or more Acquisition Proposals or any other proposals Acceptable Confidentiality Agreements , provided that could reasonably be expected to lead to, result in or constitute an Acquisition Proposal or other effort or attempt to make an Acquisition Proposal or other proposal that could reasonably be expected to lead to, result in or constitute an Acquisition Proposal; and the Company shall (CA) otherwise cooperate with, assist, participate in or take any action to facilitate any Acquisition Proposal or any other proposals that could reasonably be expected to lead to, result in or constitute any Acquisition Proposal. The Company will substantially concurrently (and in any event within one Business Day) make available provide to Parent or its Representatives any non-public information concerning the Company and its Subsidiaries or any Company Subsidiary that is provided by the Company to any Person or its Representatives pursuant to this Section 6.03(a) that if such information was not previously made available provided to Parent. Notwithstanding anything contained in this Agreement Parent or its representatives, and (B) withhold those portions of documents or information, or provide pursuant to customary “clean room” or other appropriate procedures, to the contrary, extent relating to any pricing or other matters that are highly sensitive or competitive in nature if the Board exchange of Directors such information (or portions thereof) could be reasonably likely to be harmful to the operation of the Company or any committee thereof may grant a waiver of any standstill provisions in any agreement material respect; (ii) enter into, engage in and maintain discussions or negotiations with respect to Acquisition Proposals; and (iii) otherwise cooperate with, assist or participate in or facilitate any Person to permit such Person to make an Acquisition Proposal privately and confidentially to the Board of Directors of the Companyinquiries, proposals, discussions or negotiations.

Go-Shop; Acquisition Proposals. (a) Notwithstanding anything to the contrary contained in Except as permitted by this Agreement, during the period commencing on the date of this Agreement and continuing until 11:59 p.m. (New York City time) on the date that is (i) forty five (45) calendar days following the date of this Agreement (the “No Shop Period Start Date”), or (ii) in respect of any Excluded Party, fifteen (15) days after the No Shop Period Start Date (the “Cut-Off Date”), as applicableSection 5.2, the CompanyCompany shall not, and shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their respective directors, officers, employees employees, other Affiliates, investment bankers, attorneys, accountants and other Representatives shall have the right advisors or representatives (collectively, “Representatives”) not to, directly or indirectly, indirectly (Ai) initiate or solicit, initiate, propose, facilitate, induce or encourage any Acquisition Proposals, or the making, submission or announcement of one or more Acquisition Proposals from any Person or its Representatives, knowingly facilitate or encourage, facilitate any inquiries, discussions or assist, requests with respect to or the making of any proposal, inquiry proposal or offer that could constitutes or would reasonably be expected to lead toto an Acquisition Proposal (an “Inquiry”), result (ii) engage in or constitute otherwise participate in any discussions or negotiations regarding an Acquisition Proposal or Inquiry or that would reasonably be expected to lead to an Acquisition Proposal, including by furnishing or provide any access to any such Person its properties, books or its Representatives records or any non-public information to any Person relating to the Company or any of its Subsidiaries in connection with the foregoing, (iii) enter into any other acquisition agreement, option agreement, joint venture agreement, partnership agreement, letter of intent, term sheet, merger agreement or by affording to any Person or its Representatives access to the business, properties, assets, books, records or similar agreement (other non-public information, or to the personnel, of the Company or any of its Subsidiaries, in each case subject to the prior entry into, and solely pursuant to, than an Acceptable Confidentiality Agreement; (B) continue, enter into, participate in or otherwise engage in any discussions or negotiations with any Person or its Representatives with respect to one or more Acquisition Proposals or any other proposals that could reasonably be expected to lead to, result in or constitute an Acquisition Proposal (an “Alternative Acquisition Agreement”), (iv) approve, endorse, declare advisable or other effort or attempt to make an Acquisition Proposal or other proposal that could reasonably be expected to lead to, result in or constitute an recommend any Acquisition Proposal; and , (Cv) otherwise cooperate with, assist, participate in or take any action to facilitate make the provisions of any Takeover Statute or any restrictive provision of any applicable anti-takeover provision in the certificate of incorporation or bylaws of the Company inapplicable to any transactions contemplated by any Acquisition Proposal or any other proposals that could reasonably be expected to lead (vi) authorize, commit to, result in agree or constitute publicly propose to do any Acquisition Proposalof the foregoing. The Notwithstanding the foregoing, from the date hereof until the earlier to occur of the termination of this Agreement pursuant to ARTICLE VII and the Effective Time, the Company shall not terminate, amend, release or modify any provision of any standstill agreement, except that the Company will substantially concurrently (not be required to enforce, and in will be permitted to waive, any event within one Business Day) make available to Parent provision of any standstill or its Representatives any non-public information concerning the Company and its Subsidiaries that is provided by the Company to any Person or its Representatives pursuant to this Section 6.03(a) that was not previously made available to Parent. Notwithstanding anything contained in this Agreement confidentiality agreement solely to the contrary, the Board of Directors of extent that such provision prohibits or purports to prohibit a confidential Acquisition Proposal being made to the Company or the Company Board (or any committee thereof may grant a waiver of any standstill provisions in any agreement with any Person to permit such Person to make an Acquisition Proposal privately and confidentially to the Board of Directors of the Companythereof).

Go-Shop; Acquisition Proposals. (a) Notwithstanding anything to the contrary contained in this Agreement, during During the period commencing beginning on the date of this Agreement Effective Date and continuing until ending one minute after 11:59 p.m. (New York City time) on the date that is thirtieth (i) forty five (4530th) calendar days following the date of this Agreement (the “No Shop Period Start Date”), or (ii) in respect of any Excluded Party, fifteen (15) days day after the No Shop Period Start Effective Date (the “CutGo-Off DateShop Period”), as applicableParent, the Company, its Subsidiaries and their respective directors, officers, employees and other Representatives shall have the right to: (i) solicit Acquisition Proposals (or inquiries, directly or indirectly, (A) solicit, initiate, propose, facilitate, induce or encourage any Acquisition Proposalsproposals, or the making, submission offers or announcement of one other efforts or more Acquisition Proposals from any Person or its Representatives, or encourage, facilitate or assist, any proposal, inquiry or offer attempts that could may reasonably be expected to lead to, result in or constitute to an Acquisition Proposal), including by furnishing way of providing access to nonpublic information to any Person and its Representatives, its Affiliates, and its prospective equity and debt financing sources who have a need for access to such information pursuant to a confidentiality agreement on terms that are no more favorable to such Person than those contained in the Confidentiality Agreement; provided, that the Parent and the Companies shall not pay, agree to pay or cause to be paid, or reimburse, agree to reimburse, or cause to be reimbursed the expenses of any such Person in connection with any Acquisition Proposals (or inquiries, proposals or offers or other efforts or attempts that may lead to an Acquisition Proposal); provided further, that (A) any such nonpublic information that has not previously been made available to Purchaser shall be made available to Purchaser prior to, or substantially concurrently with, the time such information is made available to such Person; and (B) any competitively sensitive information or data provided to any such Person who is, or its Representatives any non-public information relating whose Affiliates include, a direct competitor, supplier, or customer of the Companies will be provided in a separate “clean data room” and subject to the Company or any of its Subsidiaries or by affording to any Person or its Representatives customary “clean team” arrangements regarding access to such information or data, as reasonably determined by the business, properties, assets, books, records or other non-public information, or to the personnel, of the Company or any of Companies with advice from its Subsidiaries, in each case subject to the prior entry into, outside legal counsel; and solely pursuant to, an Acceptable Confidentiality Agreement; (Bii) continue, enter into, participate in or otherwise engage in any into discussions or negotiations with any Person or its Representatives with respect to one groups of Persons and their Representatives, their Affiliates, and their prospective equity and debt financing sources regarding an Acquisition Proposal (or more Acquisition Proposals inquiries, proposals, or any offers or other proposals efforts or attempts that could may reasonably be expected to lead toto an Acquisition Proposal), result and otherwise cooperate with or assist or participate in or constitute an Acquisition Proposal facilitate any such inquiries, proposals, offers, attempts, discussions, or other negotiations or any effort or attempt to make an Acquisition Proposal or other proposal that could reasonably be expected to lead to, result in or constitute an Acquisition Proposal; and (C) otherwise cooperate with, assist, participate in or take any action to facilitate any Acquisition Proposal Proposals. (b) No Solicitation or any other proposals that could reasonably be expected to lead toNegotiation. Parent and the Companies agree that, result in or constitute any Acquisition Proposal. The Company will substantially concurrently (and in any event within one Business Day) make available to Parent or its Representatives any non-public information concerning the Company and its Subsidiaries that is provided except as expressly permitted by the Company to any Person or its Representatives pursuant to this Section 6.03(a) that was not previously made available to Parent. Notwithstanding anything contained in this Agreement to 5.03, Parent and the contraryCompanies, the Board of Directors of the Company or any committee thereof may grant a waiver of any standstill provisions in any agreement with any Person to permit such Person to make an Acquisition Proposal privately and confidentially to the Board of Directors of the Company.their respective Representatives shall: -46-

Go-Shop; Acquisition Proposals. (a) Notwithstanding anything any other provision of this Agreement to the contrary contained in this Agreementcontrary, during the period commencing beginning on the date of this Agreement and continuing until 11:59 p.m. (12:01 a.m. New York, New York City time) time on the date that is (i) forty five (45) calendar days the 40th day following the date of this Agreement (the “No No-Shop Period Start Date”), or (ii) in respect of any Excluded Party, fifteen (15) days after the No Shop Period Start Date (Company and the “Cut-Off Date”), as applicable, the Company, its Company Subsidiaries and their respective directors, officers, employees employees, investment bankers, attorneys, accountants, and other Representatives advisors and representatives (collectively, “Company Representatives”) shall have the right to, directly (acting under the direction of the Company Board or indirectly, any authorized committee thereof) to (Ai) solicit, initiate, propose, facilitate, induce or solicit and encourage any Acquisition Proposals, or the making, submission or announcement of one or more Acquisition Proposals from any Person (or its Representativesinquiries, proposals or encourage, facilitate offers or assist, any proposal, inquiry other efforts or offer attempts that could are reasonably be expected to lead to, result in or constitute to an Acquisition Proposal), including by furnishing way of providing access to any such Person or its Representatives any non-public information relating pursuant to the Company or any of its Subsidiaries or by affording to any Person or its Representatives access to the business, properties, assets, books, records or other non-public information, or to the personnel, of the Company or any of its Subsidiaries, in each case subject to the prior entry into, and solely (but only pursuant to, an Acceptable Confidentiality Agreement; (B) continue, enter into, participate in or otherwise engage in any discussions or negotiations with any Person or its Representatives with respect to one or more Acquisition Proposals or any other proposals Acceptable Confidentiality Agreements, provided that could reasonably be expected to lead to, result in or constitute an Acquisition Proposal or other effort or attempt to make an Acquisition Proposal or other proposal that could reasonably be expected to lead to, result in or constitute an Acquisition Proposal; and the Company shall (CA) otherwise cooperate with, assist, participate in or take any action to facilitate any Acquisition Proposal or any other proposals that could reasonably be expected to lead to, result in or constitute any Acquisition Proposal. The Company will substantially concurrently (and in any event within one Business Day) make available provide to Parent or its Representatives any non-public information concerning the Company and its Subsidiaries or any Company Subsidiary that is provided by the Company to any Person or its Representatives pursuant to this Section 6.03(a) that if such information was not previously made available provided to Parent. Notwithstanding anything contained in this Agreement Parent or its representatives, and (B) withhold those portions of documents or information, or provide pursuant to customary “clean room” or other appropriate procedures, to the contrary, extent relating to any pricing or other matters that are highly sensitive or competitive in nature if the Board exchange of Directors such information (or portions thereof) could be reasonably likely to be harmful to the operation of the Company or any committee thereof may grant a waiver of any standstill provisions in any agreement material respect; (ii) enter into, engage in and maintain discussions or negotiations with respect to Acquisition Proposals; and (iii) otherwise cooperate with, assist or participate in or facilitate any Person to permit such Person to make an Acquisition Proposal privately and confidentially to the Board of Directors of the Companyinquiries, proposals, discussions or negotiations.

Go-Shop; Acquisition Proposals. (a) Notwithstanding anything to the contrary contained in Except as permitted by this Agreement, during the period commencing on the date of this Agreement and continuing until 11:59 p.m. (New York City time) on the date that is (i) forty five (45) calendar days following the date of this Agreement (the “No Shop Period Start Date”), or (ii) in respect of any Excluded Party, fifteen (15) days after the No Shop Period Start Date (the “Cut-Off Date”), as applicableSection 5.2, the CompanyCompany shall not, and shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their respective directors, officers, employees employees, other Affiliates, investment bankers, attorneys, accountants and other Representatives shall have the right advisors or representatives (collectively, “Representatives”) not to, directly or indirectly, indirectly (Ai) initiate or solicit, initiate, propose, facilitate, induce or encourage any Acquisition Proposals, or the making, submission or announcement of one or more Acquisition Proposals from any Person or its Representatives, knowingly facilitate or encourage, facilitate any inquiries, discussions or assist, requests with respect to or the making of any proposal, inquiry proposal or offer that could constitutes or would reasonably be expected to lead toto an Acquisition Proposal (an “Inquiry”), result (ii) engage in or constitute otherwise participate in any discussions or negotiations regarding an Acquisition Proposal or Inquiry or that would reasonably be expected to lead to an Acquisition Proposal, including by furnishing or provide any access to its properties, books or records or any non‑public information to any such Person or its Representatives any non-public information relating to the Company or any of its Subsidiaries in connection with the foregoing, (iii) enter into any other acquisition agreement, option agreement, joint venture agreement, partnership agreement, letter of intent, term sheet, merger agreement or by affording similar agreement (other than an Acceptable Confidentiality Agreement) with respect to an Acquisition Proposal (an “Alternative Acquisition Agreement”), (iv) approve, endorse, declare advisable or recommend any Person Acquisition Proposal, (v) take any action to make the provisions of any Takeover Statute or its Representatives access to any restrictive provision of any applicable anti-takeover provision in the business, properties, assets, books, records certificate of incorporation or other non-public information, or to the personnel, bylaws of the Company or any of its Subsidiaries, in each case subject shareholder rights plan or “poison pill” (including the Rights Plan) inapplicable to the prior entry into, and solely pursuant to, an Acceptable Confidentiality Agreement; (B) continue, enter into, participate in or otherwise engage in any discussions or negotiations with any Person or its Representatives with respect to one or more Acquisition Proposals or any other proposals that could reasonably be expected to lead to, result in or constitute an Acquisition Proposal or other effort or attempt to make an Acquisition Proposal or other proposal that could reasonably be expected to lead to, result in or constitute an Acquisition Proposal; and (C) otherwise cooperate with, assist, participate in or take any action to facilitate transactions contemplated by any Acquisition Proposal or any other proposals that could reasonably be expected to lead (vi) authorize, commit to, result in agree or constitute publicly propose to do any Acquisition Proposalof the foregoing. The Notwithstanding the foregoing, from the date hereof until the earlier to occur of the termination of this Agreement pursuant to ARTICLE VII and the Effective Time, the Company shall not terminate, amend, release or modify any provision of any standstill agreement, except that the Company will substantially concurrently (not be required to enforce, and in will be permitted to waive, any event within one Business Day) make available to Parent provision of any standstill or its Representatives any non-public information concerning the Company and its Subsidiaries that is provided by the Company to any Person or its Representatives pursuant to this Section 6.03(a) that was not previously made available to Parent. Notwithstanding anything contained in this Agreement confidentiality agreement solely to the contrary, the Board of Directors of extent that such provision prohibits or purports to prohibit a confidential Acquisition Proposal being made to the Company or the Company Board (or any committee thereof may grant a waiver of any standstill provisions in any agreement with any Person to permit such Person to make an Acquisition Proposal privately and confidentially to the Board of Directors of the Companythereof).

Go-Shop; Acquisition Proposals. (a) Notwithstanding anything to the contrary contained in Except as permitted by this Agreement, during the period commencing on the date of this Agreement and continuing until 11:59 p.m. (New York City time) on the date that is (i) forty five (45) calendar days following the date of this Agreement (the “No Shop Period Start Date”), or (ii) in respect of any Excluded Party, fifteen (15) days after the No Shop Period Start Date (the “Cut-Off Date”), as applicableSection 5.2, the CompanyCompany shall not, and shall cause its Subsidiaries and its and their respective directors, officers, employees not to, and shall use its reasonable best efforts to cause its Affiliates, investment bankers, attorneys, accountants and other Representatives shall have the right advisors or representatives (collectively, “Representatives”) not to, directly or indirectly, indirectly (Ai) solicit, initiate, propose, facilitate, induce solicit or knowingly facilitate or knowingly encourage any Acquisition Proposalsinquiries, discussions or requests with respect to or the making, submission or announcement making of one or more Acquisition Proposals from any Person or its Representatives, or encourage, facilitate or assist, any proposal, inquiry proposal or offer that could constitutes or would reasonably be expected to lead toto an Acquisition Proposal (an “Inquiry”), result (ii) engage in or constitute otherwise participate in any discussions or negotiations regarding an Acquisition Proposal or Inquiry or that would reasonably be expected to lead to an Acquisition Proposal, including by furnishing or provide any access to any such Person its properties, books or its Representatives records or any non-public information to any Person relating to the Company or any of its Subsidiaries in connection with the foregoing, (iii) enter into any other acquisition agreement, option agreement, joint venture agreement, partnership agreement, letter of intent, term sheet, merger agreement or by affording similar agreement (other than an Acceptable Confidentiality Agreement) with respect to an Acquisition Proposal (an “Alternative Acquisition Agreement”), (iv) approve, endorse, declare advisable or recommend any Person Acquisition Proposal, (v) take any action to make the provisions of any Takeover Statute or its Representatives access to any restrictive provision of any applicable anti-takeover provision in the business, properties, assets, books, records certificate of incorporation or other non-public information, or to the personnel, bylaws of the Company inapplicable to any transactions contemplated by any Acquisition Proposal or (vi) authorize, commit to, agree or publicly propose to do any of the foregoing. The Company shall not terminate, amend, release or modify any provision of any standstill agreement to which it or any of its SubsidiariesSubsidiaries is a party, in each case subject except that prior to the prior entry intoNo-Shop Period Start Date the Company Board may grant a limited waiver, amendment or release under any confidentiality or standstill agreement to the extent necessary to allow for a confidential Acquisition Proposal (or amendment to a confidential Acquisition Proposal) to be made to the Company or the Company Board or to otherwise allow such Person to engage with the Company and solely pursuant to, an Acceptable Confidentiality Agreement; (B) continue, enter into, participate in or otherwise engage in any discussions or negotiations with any Person or its Representatives with respect to one or more Acquisition Proposals or any other proposals that could reasonably be expected to lead to, result in or constitute discussions regarding an Acquisition Proposal or other effort or attempt to make an Acquisition Proposal Inquiry or other proposal that could would be reasonably be expected likely to lead to, result in or constitute to an Acquisition Proposal; and (C) otherwise cooperate with, assist, participate in or take any action to facilitate any Acquisition Proposal or any other proposals that could reasonably be expected to lead to, result in or constitute any Acquisition Proposal. The Company will substantially concurrently (and in any event within one Business Day) make available to Parent or its Representatives any non-public information concerning the Company and its Subsidiaries that is provided by the Company to any Person or its Representatives pursuant to this Section 6.03(a) that was not previously made available to Parent. Notwithstanding anything contained in this Agreement to the contrary, the Board of Directors of the Company or any committee thereof may grant a waiver of any standstill provisions in any agreement with any Person to permit such Person to make an Acquisition Proposal privately and confidentially to the Board of Directors of the Company.