Common use of Go-Shop; No Solicitation Clause in Contracts

Go-Shop; No Solicitation. (a) Notwithstanding anything to the contrary contained in this Agreement (including, for the avoidance of doubt, Section 5.3(c)), during the period beginning on the date of this Agreement and continuing until 12:01 a.m. (New York time) on the day that is thirty (30) calendar days after the date of this Agreement (the “Go-Shop Period End Date”), the Company and its Subsidiaries and their Representatives will have the right to (i) solicit, initiate, encourage or facilitate any inquiry or the making of any proposal or offer that constitutes an Alternative Proposal, including by providing information (including non-public information and data) regarding, and affording access to the business, properties, assets, books, records and personnel of, the Company and its Subsidiaries to any Person pursuant to (x) an executed confidentiality agreement having provisions as to confidential treatment of information of the Company that are substantially similar to the confidentiality provisions of the Confidentiality Agreement (it being understood that such confidentiality agreement need not contain any “standstill” or similar provisions or otherwise prohibit the making or amendment of any Alternative Proposal), or (y) to the extent applicable, the confidentiality agreement entered into with such Person or group of Persons prior to the date of this Agreement, and (ii) engage in, enter into, continue or otherwise participate in any discussions or negotiations with any Persons or group of Persons with respect to any Alternative Proposals and cooperate with or assist or participate in or facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt to make any Alternative Proposal. The Company will promptly (and in any event within twenty-four (24) hours) make available to the Parent any non-public information concerning the Company or its Subsidiaries that is provided to any Person or group of Persons given such access that was not previously made available to the Parent.

Go-Shop; No Solicitation. (a) Notwithstanding anything any other provision of this Agreement to the contrary contained in this Agreement (including, for the avoidance of doubt, Section 5.3(c))contrary, during the period beginning on the date of this Agreement and continuing until 12:01 a.m. 11:59 p.m. (New York City time) on the day that is thirty (30) calendar days after the date of this Agreement (the “Go-Shop Period End Date”)April 17, 2012, the Company and its Subsidiaries and their Representatives will shall have the right to to, directly or indirectly, (i) solicit, initiate, encourage solicit and encourage, whether publicly or facilitate any inquiry otherwise, Alternative Acquisition Proposals, or the making of any proposal inquiries, proposals or offer offers or other efforts or attempts that constitutes could lead to an Alternative Acquisition Proposal, including including, subject to the last sentence of this Section 4.2(a), by way of providing information (including access to non-public information and data) regarding, and affording access to the business, properties, assets, books, records and personnel of, the Company and its Subsidiaries to any Person pursuant to (xbut only pursuant to) an executed confidentiality agreement having provisions as to confidential treatment of information of the Company that are substantially similar to the confidentiality provisions of the Acceptable Confidentiality Agreement (it being understood provided that any non-public information provided to such confidentiality agreement need not contain any “standstill” or similar provisions or otherwise prohibit the making or amendment of any Alternative Proposal), or (y) Persons shall be provided to the extent applicable, the confidentiality agreement entered into with such Person or group of Persons Parent prior to or promptly following the date of this Agreement, time it is provided to such Persons); and (ii) engage in, enter into, continue or otherwise participate engage in any and maintain discussions or negotiations with any Persons or group of Persons with respect to Alternative Acquisition Proposals, or inquiries, proposals or offers or other efforts or attempts that could lead to an Alternative Acquisition Proposal, including through the waiver or release by the Company, at its sole discretion, of any preexisting standstill or similar agreements with any Person to permit such Person to make or amend an Alternative Proposals and Acquisition Proposal, or otherwise cooperate with or assist or participate in in, or facilitate any such inquiries, proposals, offers, efforts, attempts, discussions or negotiations or any effort or attempt to make any Alternative Proposalnegotiations. The Company will promptly (and in any event within twenty-four (24) hours) make available Notwithstanding anything to the Parent contrary in this Section 4.2, prior to the Cut-Off Date the Company may not provide any non-public information concerning the Company or its Subsidiaries that is provided to any Person or group (except the information described in Section 4.2(a) of Persons given the Company Disclosure Schedule) until such access that was not previously made available time as such Person has delivered to the ParentCompany a bona fide written Alternative Acquisition Proposal that constitutes a Superior Proposal or would reasonably be expected to lead to a Superior Proposal.

Go-Shop; No Solicitation. (a) Notwithstanding anything to the contrary contained in this Agreement (including, for the avoidance of doubt, Section 5.3(c))Agreement, during the period beginning on the date of this Agreement and continuing until 12:01 a.m. (New York City time) on the day that is thirty (30) calendar days after the date of this Agreement February 2, 2019 (the “GoNo-Shop Period End Start Date”), the Company and its Subsidiaries and their Representatives will shall have the right to (i) initiate, solicit, initiate, facilitate and encourage or facilitate any inquiry or the making of any proposal or offer that constitutes an Alternative Acquisition Proposal, including by providing information (including non-public information and dataii) regarding, and affording access to the business, properties, assets, books, records and personnel of, the Company and its Subsidiaries furnish to any Person pursuant to (x) an executed confidentiality agreement having provisions as to confidential treatment of any information of the Company that are substantially similar to the confidentiality provisions of the Confidentiality Agreement (it being understood that which is reasonably requested by such confidentiality agreement need not contain any “standstill” or similar provisions or otherwise prohibit the making or amendment of any Alternative Proposal), or (y) to the extent applicable, the confidentiality agreement entered into Person in connection with such Person or group of Persons prior to the date of this Agreement, Person’s potentially making an Acquisition Proposal and (iiiii) participate or engage in, enter into, continue or otherwise participate in any discussions or negotiations with any Persons such Person regarding an Acquisition Proposal; provided, however, that (A) prior to participating or group of Persons with respect to any Alternative Proposals and cooperate with or assist or participate engaging in or facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt to make any Alternative Proposal. The furnishing such information, the Company shall have entered into an Acceptable Confidentiality Agreement with such Person and (B) the Company will promptly (and in any event within twenty-four (24) hours) make available provide to the Parent any non-public information concerning relating to the Company or its any of the Company’s Subsidiaries that is provided to any Person or group of Persons given such access that was not previously provided or made available to Parent prior to or concurrently with the Parenttime it is furnished to such Person. On the No-Shop Period Start Date, the Company shall notify Parent in writing of the identity of each Excluded Party from whom the Company received a written Acquisition Proposal after the execution of this Agreement and prior to the No-Shop Period Start Date, which notice shall include copies of drafts of proposed agreements, term sheets or letters of intent related thereto provided to the Company or any of its Representatives.

Go-Shop; No Solicitation. (a) Notwithstanding anything to the contrary contained in this Agreement (including, for the avoidance of doubt, Section 5.3(c))Agreement, during the period beginning commencing on the date of this Agreement and continuing until 12:01 a.m. 11:59 p.m. (New York City time) on the day date that is (I) thirty (30) calendar days after following the date of this Agreement (the “GoNo-Shop Period End Start Date”) for any Person or “group” who is not an Excluded Party, or (II) in respect of any Excluded Party, ten (10) days after the No-Shop Period Start Date (the “Cut Off Date”), as applicable, the Company and Company, its Subsidiaries and their respective directors, officers, employees and other Representatives will shall have the right to to, directly or indirectly, (i) solicit, initiate, propose, facilitate, induce or encourage or facilitate any inquiry Alternative Proposals, or the making making, submission or announcement of one or more Alternative Proposals from any proposal Person or its Representatives, or encourage, facilitate or assist, any proposal, inquiry or offer that constitutes could lead to, result in or constitute an Alternative Proposal, including by providing information (including furnishing to any Person or its Representatives any non-public information and data) regarding, and 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 and personnel ofor other non-public information, or to the Company and its Subsidiaries to any Person pursuant to (x) an executed confidentiality agreement having provisions as to confidential treatment of information personnel, of the Company that are substantially similar or any of its Subsidiaries, in each case pursuant to the confidentiality provisions of the one or more Acceptable Confidentiality Agreement (it being understood that such confidentiality agreement need not contain any “standstill” or similar provisions or otherwise prohibit the making or amendment of any Alternative Proposal), or (y) to the extent applicable, the confidentiality agreement entered into with such Person or group of Persons prior to the date of this Agreement, and Agreements; (ii) engage incontinue, enter into, continue participate in or otherwise participate or engage in any discussions or negotiations with any Persons Person or group of Persons its Representatives with respect to any one or more Alternative Proposals and cooperate with or assist or participate any other proposals that could reasonably be expected to lead to, result in or facilitate any such inquiries, proposals, discussions constitute an Alternative Proposal or negotiations or any other effort or attempt to make an Alternative Proposal or other proposal that could reasonably be expected to lead to, result in or constitute an Alternative Proposal; and (iii) otherwise cooperate with, assist, participate in or take any action to facilitate any Alternative Proposal or any other proposals that could lead to, result in or constitute any Alternative Proposal. The Company will promptly (and in any event within twenty-four (24) hours) substantially concurrently make available to the Parent or its Representatives any non-public information concerning the Company or and its Subsidiaries that is provided by the Company to any Person or group of Persons given such access its Representatives pursuant to this Section 6.4(a) that was not previously made available to Parent and shall not provide to any such Person any non-public information of or relating to Parent, Merger Sub or any of their respective Affiliates or Representatives. Notwithstanding anything contained in this Agreement to the Parentcontrary, the Company Board or any committee thereof may waive any standstill provisions in any agreement with any Person to the extent such standstill provisions would prohibit such Person from making an Alternative Proposal privately to the Company Board.