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

Go-Shop; No Solicitation. (a) Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of this Agreement and continuing until 11:59 p.m. (Eastern time) on the twenty-first (21st) calendar day after the date of this Agreement (the "Go-Shop Period"), the Company and its Subsidiaries and their respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (collectively, "Representatives") shall have the right to: (i) initiate, solicit and encourage any inquiry or the making of any proposals or offers that constitute Acquisition Proposals, including by way of providing access to non-public information to any Person pursuant to a confidentiality agreement that constitutes an Acceptable Confidentiality Agreement; provided that the Company shall promptly (and in any event within twenty-four (24) hours thereafter) make available to Parent and Merger Sub any material non-public information concerning the Company or its Subsidiaries that the Company provides to any Person given such access that was not previously made available to Parent or Merger Sub, and (ii) engage or enter into or otherwise participate in any discussions or negotiations with any Persons or groups of Persons with respect to any Acquisition Proposals or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt to make any Acquisition Proposals. Within one (1) Business Day following the conclusion of the Go-Shop Period, the Company shall notify Parent of the number of Excluded Parties and provide Parent with a written summary of the material terms and conditions of any Acquisition Proposal received from any Excluded Party (which material terms and conditions shall include the identity of the Person or group of Persons making the Acquisition Proposal).

Go-Shop; No Solicitation. (a) Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of this Agreement July 9, 2014 and continuing until 11:59 5:00 p.m. (Eastern New York time) on the twenty-first (21st) calendar day after the date of this Agreement August 9, 2014 (the "“Go-Shop Period"Period End Date”), the Company and its Subsidiaries Acquired Companies and their respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (collectively, "Representatives") Representatives shall have the right to: to (i) initiatesolicit, solicit and initiate or encourage any inquiry or the making of any proposals proposal or offers offer that constitute Acquisition Proposalsconstitutes an Alternative Proposal, including by way of providing access to information (including non-public information and data) regarding, and affording access to the business, properties, assets, books, records and personnel of, the Acquired Companies to any Person pursuant Person, if, and only if, prior to a so furnishing such information, such third party has entered into an executed confidentiality agreement substantially similar to that constitutes an Acceptable Confidentiality Agreementattached as Exhibit D; provided provided, that the Company shall (1) in the event the Company receives an Alternative Proposal, promptly notify Parent (and in any event within forty-eight (48) hours) of the determination by the Board of Directors of the Company contemplated by Section 4.05(e)(i), and (2) promptly (and in any event within twentyforty-four eight (2448) hours thereafterhours) make available to Parent and Merger Sub any material non-public information concerning the Company or its Subsidiaries that the Company provides is provided to any Person given such access that was not previously made available to Parent or Merger SubParent, and (ii) engage or in, enter into into, continue or otherwise participate in any discussions or negotiations with any Persons or groups group of Persons with respect to any Acquisition Alternative Proposals or otherwise and cooperate with or assist or participate in, in or facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt to make any Acquisition ProposalsAlternative Proposal. Within one The Company shall promptly (1and in any event within two (2) Business Day following the conclusion of the Go-Shop Period, the Company shall Days) notify Parent in writing of the number of Excluded Parties and provide Parent with a written summary of the material terms and conditions of any Acquisition Proposal received from any Excluded Party (which material terms and conditions shall include the identity of the each Person or group of Persons making from whom the Acquisition Company received a written Alternative Proposal after the execution of this Agreement and prior to the Go-Shop Period End Date and shall promptly provide Parent a copy of such written Alternative Proposal).

Go-Shop; No Solicitation. (a) Notwithstanding anything to the contrary contained set forth in this Agreement, during the period beginning on from the date of this Agreement and continuing until 11:59 p.m. (Eastern time) New York City time on the twenty-first (21st) calendar day date which is 45 Business Days after the date of this Agreement (the "“Go-Shop Period"Period End Date”), the Company and its Subsidiaries and their its and its Subsidiaries’ respective directors, officers, employees, officers and employees and any investment bankers, financial advisors, attorneys, accountants and or other advisors representatives retained by the Company or representatives its Subsidiaries (collectively, "the “Company Representatives"”) shall have the right toto directly or indirectly: (i) initiate, solicit and encourage any offer, proposal or inquiry relating to, or the making any third party indication of interest in, any proposals Competing Proposal from one or offers that constitute Acquisition Proposalsmore Persons, including by way of contacting third parties or public disclosure and by way of providing access to non-public information regarding, and affording access to the business, properties, assets, books, records and personal of the Company and its Subsidiaries, to any Person (each, a “Solicited Person”) pursuant to a an executed confidentiality agreement that constitutes an Acceptable on terms no less favorable to the Company than the Confidentiality Agreement; provided that the Company shall promptly (and in any event within twenty-four (2448 hours) hours thereafter) make available provide to Parent and Merger Sub any material all non-public information concerning the Company or its Subsidiaries that the Company provides to any Person given such access that was not previously delivered or made available to Parent any Solicited Person to the extent such materials and information were not previously furnished or Merger Sub, made available to Parent; and (ii) engage or enter into or otherwise and participate in any discussions or negotiations with regarding, and take any Persons or groups of Persons with respect other action to any Acquisition Proposals or otherwise cooperate with or assist or participate in, encourage or facilitate any such inquiriesinquiries or the making of any offer or proposal that constitutes or would be reasonably likely to lead to, proposals, discussions or negotiations or any effort or attempt to make any Acquisition Proposalsa Competing Proposal. Within one (1) Business Day following the conclusion of the Go-Shop PeriodPeriod End Date, the Company shall notify Parent of the number of Excluded Parties and provide Parent with a written summary in writing of the material terms and conditions of any Acquisition Competing Proposal (including any amendments or modifications thereof) received from any Excluded Party (which material terms as defined below) and conditions shall include the identity of the Person or group of Persons making the Acquisition Proposal)thereof.