Common use of Go-Shop Period Clause in Contracts

Go-Shop Period. Notwithstanding anything to the contrary set forth in this Agreement, during the period (the “Go-Shop Period”) beginning on the Agreement Date and continuing until 11:59 p.m., Pacific Time, on August 17, 2021 (the “No-Shop Period Start Date”), the Company and its Affiliates and their respective directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, consultants, agents, representatives and advisors or any investment banker, financial advisor, attorney, accountant, consultant, agent, representative or advisor retained by any of them (collectively, the “Representatives”) shall have the right, directly or indirectly, to: (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, could constitute or could reasonably expected to lead to, an Acquisition Proposal; (ii) subject to the entry into, and solely in accordance with, an Acceptable Confidentiality Agreement, furnish to any Third Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives), any information (including non-public information and data) relating to the Company Group and/or afford to any such Third Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) access to the business, properties, assets, books, records or other information (including non-public information and data), or to any personnel, of the Company Group, in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiries or the making of any proposal or inquiry that could constitute or could reasonably be expected to lead to an Acquisition Proposal; provided, however, that (A) the Company will promptly (and in any event within twenty-four (24) hours) provide to Parent, or provide Parent access to, any such non-public information concerning the Company Group that is provided to any such Third Person or its Representatives that was not previously provided to Parent or its Representatives and (B) the Company Group shall not provide (and shall not permit any of their respective Representatives to provide) any competitively sensitive non-public information to any Third Person who is or whose Affiliates are a competitor of any Company Group Member in connection with the actions permitted by this Section 5.3(a), except in accordance with customary “clean room” or other similar procedures; and (iii) continue, enter into, maintain, participate or engage in discussions or negotiations with any Third Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) with respect to any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an Acquisition Proposal and cooperate with, assist or participate in, or facilitate in any way, such proposals or inquiries or any effort or attempt to make any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an Acquisition Proposal, including by granting any waiver, amendment or release under any “standstill provision” or similar obligation of any Person with respect to any Company Group Member to allow such Third Person to submit or amend an Acquisition Proposal on a confidential basis to the Company Board (or any committee thereof).

Go-Shop Period. Notwithstanding anything to the contrary set forth in this Agreement, during the period (the “Go-Shop Period”) beginning on the date of this Agreement Date and continuing until 11:59 p.m., Pacific TimeEastern time, on August 17February 7, 2021 2023 (the “No-Shop Period Start Date”), the Company and its Affiliates and their respective Affiliates, directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, consultants, agents, representatives and advisors or any investment banker, financial advisor, attorney, accountant, consultant, agent, representative or advisor retained by any of them (collectively, the “Representatives”) shall have the rightright to, directly or indirectly, tosolely with respect to any Person that is not an Excluded Party: (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, could constitute or could is reasonably expected to lead to, an Acquisition Proposal; (ii) subject to the entry into, and solely in accordance with, an Acceptable Confidentiality Agreement, furnish to any Third Person (and its Representatives, prospective debt Representatives and equity financing sources and/or their respective Representatives), Financing Sources subject to the terms and obligations of such Acceptable Confidentiality Agreement applicable to such Person) any information (including non-public information and data) relating to the Company Group and/or or afford to any such Third Person (and its Representatives, prospective debt such Representatives and equity financing sources and/or their respective RepresentativesFinancing Sources) access to the business, properties, assets, books, records or other information (including non-public information and data)information, or to any personnel, of the Company Group, in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiries or the making of any proposal or inquiry that could constitute or could would reasonably be expected to lead to an Acquisition Proposal; provided, however, that (A) the Company will promptly (and in any event within twenty-four (24) 24 hours) provide to Parent, or provide Parent access to, any such non-public information concerning the Company Group that is provided to any such Third Person or its Representatives that was not previously provided to Parent or its Representatives and (B) the Company Group shall not provide (and shall not permit any of their respective Representatives to provide) any competitively sensitive non-public information to any Third Person who is or whose Affiliates are a competitor of any Company Group Member in connection with the actions permitted by this Section 5.3(a), except in accordance with customary “clean room” or other similar proceduresRepresentatives; and (iii) continue, enter into, maintain, participate or engage in discussions or negotiations with any Third such Person (and its Representatives, prospective debt such Representatives and equity financing sources and/or their respective RepresentativesFinancing Sources) with respect to any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an Acquisition Proposal and cooperate with, assist or participate in, or facilitate in any way, such proposals or inquiries or any effort or attempt to make any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an Acquisition Proposal, including by granting any waiver, amendment or release under any “standstill provision” or similar obligation of any Person with respect to any Company Group Member to allow such Third Person to submit or amend an Acquisition Proposal on a confidential basis to the Company Board (or any committee thereof).

Go-Shop Period. Notwithstanding anything to the contrary set forth contained in this Agreement, during the period (the “Go-Shop Period”) beginning on the date of this Agreement Date and continuing until 11:59 p.m.p.m. Eastern time on May 16, Pacific Time, on August 17, 2021 2022 (the “No-Shop Period Start Date” and such period of time, the “Go-Shop Period”), the Company and its Affiliates Subsidiaries and their respective directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, consultants, agents, representatives and advisors or any investment banker, financial advisor, attorney, accountant, consultant, agent, representative or advisor retained by any of them (collectively, the “Representatives”) Representatives shall have the right, directly or indirectly, to: right to (iand may without restriction hereunder but subject to compliance with the terms of this Agreement): (a) solicit, initiate, propose or propose, induce the making, making or submission or announcement of, encourage or knowingly encourage, facilitate in any way any offer or assist, any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an Alternative Acquisition Proposal; (ii) subject to the entry into, and solely in accordance with, an Acceptable Confidentiality Agreement, furnish to any Third Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives), any including by providing information (including non-public information and data) relating to the Company Group and/or afford to and any such Third Person (of its Subsidiaries and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) affording access to the businessbusinesses, properties, assets, books, records or other information (including non-public information and data)information, or to any personnel, of the Company Groupand its Subsidiaries to any Person (and its Representatives, including potential financing sources of such Person) that has entered into an Acceptable Confidentiality Agreement; provided, that the Company shall provide Parent and Merger Sub (and their Representatives, including financing sources) with access to any information or data that is provided to any Person given such access that was not previously made available (whether prior to or after the execution of this Agreement) to Parent or Merger Sub substantially concurrently with the time it is provided to such Person (and in any event within 24 hours thereof); and (b) continue, enter into, engage in or otherwise participate in any discussions or negotiations with any Person (and their respective Representatives, including potential financing sources of such case with the intent to induce the makingPerson) regarding any Alternative Acquisition Proposals (or inquiries, submission offers or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal proposals or any inquiries other effort or the making of any proposal or inquiry attempt that could constitute or could reasonably be expected to lead to an Alternative Acquisition Proposal; provided, however, that (A) the Company will promptly (and in any event within twenty-four (24) hours) provide to Parent, or provide Parent access to, any such non-public information concerning the Company Group that is provided to any such Third Person or its Representatives that was not previously provided to Parent or its Representatives and (B) the Company Group shall not provide (and shall not permit any of their respective Representatives to provide) any competitively sensitive non-public information to any Third Person who is or whose Affiliates are a competitor of any Company Group Member in connection with the actions permitted by this Section 5.3(a), except in accordance with customary “clean room” or other similar procedures; and (iii) continue, enter into, maintain, participate or engage in discussions or negotiations with any Third Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) with respect to any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an Acquisition Proposal and cooperate with, with or assist or participate in, or facilitate in any way, any such proposals inquiries, offers, proposals, discussions or inquiries negotiations or any effort or attempt to make any proposal Alternative Acquisition Proposals or inquiry other proposals that constitutes, could constitute or could reasonably be expected to lead to, an to Alternative Acquisition ProposalProposals, including by granting any a waiver, amendment or release under any pre-existing “standstill provisionstandstill” or other similar obligation of any Person with respect provision to any Company Group Member the extent necessary to allow such Third Person to submit or amend for an Alternative Acquisition Proposal on a confidential basis or amendment to an Alternative Acquisition Proposal to be made confidentially to the Company Board (or any committee the Company Board. The Company shall notify Parent that it has entered into an Acceptable Confidentiality Agreement within 24 hours after the execution thereof).

Go-Shop Period. Notwithstanding anything to the contrary set forth in this Agreement, during the period (commencing with the “Go-Shop Period”) beginning on the execution and delivery of this Agreement Date and continuing until 11:59 p.m.12:01 a.m. on March 8, Pacific Time, on August 17, 2021 2020 (the “No-Shop Period Start Date”), the Company and Company, its Affiliates Subsidiaries and their respective directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, consultants, agents, representatives and advisors or any investment banker, financial advisor, attorney, accountant, consultant, agent, representative or advisor retained by any of them (collectively, the “Representatives”) shall Representatives will have the right, acting pursuant to the direction of the Company Board (or a committee thereof), to, directly or indirectly, to: (i) initiate, solicit, initiatepropose, propose induce or induce encourage the making, submission or announcement ofof one or more Acquisition Proposals from any Person or its Representatives, or knowingly encourage, facilitate or assist, any proposal proposal, inquiry or inquiry offer that constituteswould constitute, could constitute or could would reasonably be expected to lead to, an Acquisition Proposal; (ii) subject to the entry into, and solely in accordance with, an Acceptable Confidentiality Agreement, furnish including by furnishing to any Third Person (and or its Representatives, prospective debt and equity financing sources and/or their respective Representatives), Representatives any information (including non-public information and data) relating to the Company Group and/or afford or any of its Subsidiaries or by affording to any such Third Person (and or its Representatives, prospective debt and equity financing sources and/or their respective Representatives) Representatives access to the business, properties, assets, books, records or other information (including non-public information and data)information, or to any the personnel, of the Company Groupor any of its Subsidiaries, in each case pursuant to one or more Acceptable Confidentiality Agreements; (ii) continue, enter into, participate in or engage in any such case discussions or negotiations with the intent any Person or its Representatives with respect to induce the making, submission one or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an more Acquisition Proposal Proposals or any inquiries or the making of any proposal or inquiry other proposals that could constitute or could reasonably be expected to lead to an Acquisition Proposal; providedand (iii) otherwise cooperate with, however, assist or take any action to facilitate any Acquisition Proposal or any other proposals that (A) the could lead to any Acquisition Proposal. The Company will promptly (and in any event within twenty-four (24) 24 hours) provide make available to Parent, Parent or provide Parent access to, its Representatives any such non-public information concerning the Company Group and its Subsidiaries that is provided to any such Third Person or its Representatives pursuant to this Section 5.3(a) that was not previously provided made available to Parent or its Representatives and (B) the Company Group shall not provide (and shall not permit any of their respective Representatives to provide) any competitively sensitive non-public information to any Third Person who is or whose Affiliates are a competitor of any Company Group Member in connection with the actions permitted by this Section 5.3(a), except in accordance with customary “clean room” or other similar procedures; and (iii) continue, enter into, maintain, participate or engage in discussions or negotiations with any Third Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) with respect to any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an Acquisition Proposal and cooperate with, assist or participate in, or facilitate in any way, such proposals or inquiries or any effort or attempt to make any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an Acquisition Proposal, including by granting any waiver, amendment or release under any “standstill provision” or similar obligation of any Person with respect to any Company Group Member to allow such Third Person to submit or amend an Acquisition Proposal on a confidential basis to the Company Board (or any committee thereof)Parent.

Go-Shop Period. Notwithstanding anything to the contrary set forth in this Agreement, during the period (the “Go-Shop Period”) beginning on the Agreement Date and continuing until 11:59 p.m., Pacific Timetime on January 8, on August 17, 2021 2020 (the “No-Shop Period Start Date”), the Company and its Affiliates and their respective directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, consultants, agents, representatives and advisors or any investment banker, financial advisor, attorney, accountant, consultant, agent, representative or advisor retained by any of them (collectively, the “Representatives”) shall have the right, directly or indirectly, right to: (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, could constitute or could is reasonably expected to lead to, an Acquisition Proposal; (ii) subject to the entry into, and solely in accordance with, an Acceptable Confidentiality Agreement, furnish to any Third Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives), any information (including non-public information and data) relating to the Company Group and/or or afford to any such Third Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) access to the business, properties, assets, books, records or other information (including non-public information and data)information, or to any personnel, of the Company Group, in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiries or the making of any proposal or inquiry that could constitute or could would reasonably be expected to lead to an Acquisition Proposal; , provided, however, that (A) the Company will promptly (and in any event within twenty-four (24) 24 hours) provide to Parent, or provide Parent access to, any such non-public information concerning the Company Group that is provided to any such Third Person or its Representatives that was not previously provided to Parent or its Representatives and (B) the Company Group shall not provide (and shall not permit any of their respective Representatives to provide) any competitively sensitive non-public information to any Third Person who is or whose Affiliates are a competitor of any Company Group Member in connection with the actions permitted by this Section 5.3(a), except in accordance with customary “clean room” or other similar proceduresprocedures designed to limit any adverse effect of the sharing of such information on the Company Group; and (iii) continue, enter into, maintain, participate or engage in discussions or negotiations with any Third Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) with respect to any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an Acquisition Proposal and cooperate with, assist or participate in, or facilitate in any way, such proposals or inquiries or any effort or attempt to make any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an Acquisition Proposal, including by granting any waiverprovided, amendment or release that the Company may grant a limited waiver under any “standstill provision” or similar obligation of any Person with respect to any Company Group Member to allow such Third Person to submit or amend an Acquisition Proposal on a confidential basis to the Company Board (or any committee thereof).

Go-Shop Period. Notwithstanding anything to the contrary set forth in this Agreement, during the period (the “Go-Shop Period”) beginning on the date of this Agreement Date and continuing until 11:59 12:00 p.m., Pacific Timetime on December 29, on August 17, 2021 2023 (the “No-Shop Period Start Date”), the Company and its Affiliates and their respective Affiliates, directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, consultants, agents, representatives and advisors or any investment banker, financial advisor, attorney, accountant, consultant, agent, representative or advisor retained by any of them (collectively, the “Representatives”) shall have the right, directly or indirectly, right to: (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, could constitute or could is reasonably expected to lead to, an Acquisition Proposal; (ii) subject to the entry into, and solely in accordance with, an Acceptable Confidentiality Agreement, furnish to any Third Person (and its Representatives, prospective debt Representatives and equity financing sources and/or their respective Representatives), subject to the terms and obligations of such Acceptable Confidentiality Agreement applicable to such Person) any information (including non-public information and data) relating to the Company Group and/or or afford to any such Third Person (and its Representatives, prospective debt such Representatives and equity financing sources and/or their respective Representativessources) access to the business, properties, assets, books, records or other information (including non-public information and data)information, or to any personnel, of the Company Group, in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiries or the making of any proposal or inquiry that could constitute or could would reasonably be expected to lead to an Acquisition Proposal; , provided, however, that (A) the Company will promptly (and in any event within twenty-four (24) 24 hours) provide to Parent, or provide Parent access to, any such non-public information concerning the Company Group that is provided to any such Third Person or its Representatives that was not previously provided to Parent or its Representatives and (B) the Company Group shall not provide (and shall not permit any of their respective Representatives to provide) any competitively sensitive non-public information to any Third Person who is or whose Affiliates are a competitor of any Company Group Member in connection with the actions permitted by this Section 5.3(a), except in accordance with customary “clean room” or other similar proceduresRepresentatives; and (iii) continue, enter into, maintain, participate or engage in discussions or negotiations with any Third such Person (and its Representatives, prospective debt such Representatives and equity financing sources and/or their respective Representativessources) with respect to any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an Acquisition Proposal and cooperate with, assist or participate in, or facilitate in any way, such proposals or inquiries or any effort or attempt to make any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an Acquisition Proposal, including by granting any waiver, amendment or release under any “standstill provision” or similar obligation of any Person with respect to any Company Group Member to allow such Third Person to submit or amend an Acquisition Proposal on a confidential basis to the Company Board (or any committee thereof).

Go-Shop Period. Notwithstanding anything to the contrary set forth in this Agreement, during the period (the “Go-Shop Period”) beginning on the Agreement Date December 4, 2019 and continuing until 11:59 p.m., Pacific Timetime on January 8, on August 17, 2021 2019 (the “No-Shop Period Start Date”), the Company and its Affiliates and their respective directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, consultants, agents, representatives and advisors or any investment banker, financial advisor, attorney, accountant, consultant, agent, representative or advisor retained by any of them (collectively, the “Representatives”) shall have the right, directly or indirectly, were entitled to: (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, could constitute or could is reasonably expected to lead to, an Acquisition Proposal; (ii) subject to the entry into, and solely in accordance with, an Acceptable Confidentiality Agreement, furnish to any Third Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives), any information (including non-public information and data) relating to the Company Group and/or or afford to any such Third Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) access to the business, properties, assets, books, records or other information (including non-public information and data)information, or to any personnel, of the Company Group, in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiries or the making of any proposal or inquiry that could constitute or could would reasonably be expected to lead to an Acquisition Proposal; , provided, however, that (A) the Company will promptly (and in any event within twenty-four (24) 24 hours) provide to Parent, or provide Parent access to, any such non-public information concerning the Company Group that is provided to any such Third Person or its Representatives that was not previously provided to Parent or its Representatives and (B) the Company Group shall not provide (and shall not permit any of their respective Representatives to provide) any competitively sensitive non-public information to any Third Person who is or whose Affiliates are a competitor of any Company Group Member in connection with the actions permitted by this Section 5.3(a), except in accordance with customary “clean room” or other similar proceduresprocedures designed to limit any adverse effect of the sharing of such information on the Company Group; and (iii) continue, enter into, maintain, participate or engage in discussions or negotiations with any Third Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) with respect to any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an Acquisition Proposal and cooperate with, assist or participate in, or facilitate in any way, such proposals or inquiries or any effort or attempt to make any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an Acquisition Proposal, including by granting any waiverprovided, amendment or release that the Company may grant a limited waiver under any “standstill provision” or similar obligation of any Person with respect to any Company Group Member to allow such Third Person to submit or amend an Acquisition Proposal on a confidential basis to the Company Board (or any committee thereof).

Go-Shop Period. Notwithstanding anything to the contrary set forth in this Agreement, during the period (the “Go-Shop Period”) beginning on the date of this Agreement Date and continuing until 11:59 12:00 p.m., Pacific Time, Eastern time on August 1725, 2021 2019 (the “No-Shop Period Start Date”), the Company and its Affiliates and their respective Affiliates, directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, consultants, agents, representatives accountants and other advisors or any investment banker, financial advisor, attorney, accountant, consultant, agent, representative or advisor retained by any of them representatives (collectively, the “Representatives”) shall have the right, directly or indirectly, right to: (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, could constitute or could is reasonably expected to lead to, an Acquisition Proposal; (ii) subject to the entry into, and solely in accordance with, an Acceptable Confidentiality Agreement, furnish to any Third Person (and its Representatives, Representatives and prospective equity and debt and equity financing sources and/or their respective Representatives), sources) any information (including non-public information and data) relating to the Company Group and/or or afford to any such Third Person (and its Representatives, Representatives and prospective equity and debt and equity financing sources and/or their respective Representativessources) access to the business, properties, assets, books, records or other information (including non-public information and data)information, or to any personnel, of the Company Group, in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiries or the making of any proposal or inquiry that could constitute or could would reasonably be expected to lead to an Acquisition Proposal; , provided, however, that (A) the Company will promptly (and in any event within twenty-four (24) 24 hours) provide to Parent, or provide Parent access to, any such non-public information concerning the Company Group that is provided to any such Third Person or its Representatives that was not previously provided to Parent Parent, its Representatives or its Representatives prospective equity and (B) the Company Group shall not provide (and shall not permit any of their respective Representatives to provide) any competitively sensitive non-public information to any Third Person who is or whose Affiliates are a competitor of any Company Group Member in connection with the actions permitted by this Section 5.3(a), except in accordance with customary “clean room” or other similar proceduresdebt financing sources; and (iii) continue, enter into, maintain, participate or engage in discussions or negotiations with any Third Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) with respect to any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an Acquisition Proposal and cooperate with, assist or participate in, or facilitate in any way, such proposals or inquiries or any effort or attempt to make any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an Acquisition Proposal, including by granting any waiver, amendment or release under any “standstill provision” or similar obligation of any Person with respect to any Company Group Member to allow such Third Person to submit or amend an Acquisition Proposal on a confidential basis to the Company Board (or any committee thereof)Proposal.

Go-Shop Period. Notwithstanding anything to the contrary set forth contained in this Agreement, during the period (the “Go-Shop Period”) beginning on the date of this Agreement Date and continuing until 11:59 p.m.p.m. Eastern time on July 1, Pacific Time, on August 17, 2021 2023 (the “No-Shop Period Start Date” and such period of time, the “Go-Shop Period”), the Company and its Affiliates Subsidiaries and their respective directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, consultants, agents, representatives and advisors or any investment banker, financial advisor, attorney, accountant, consultant, agent, representative or advisor retained by any of them (collectively, the “Representatives”) Representatives shall have the right, directly or indirectly, to: right to (iand may without restriction hereunder but subject to compliance with the terms of this Agreement): (a) solicit, initiate, propose or propose, induce the making, making or submission or announcement of, encourage or knowingly encourage, facilitate in any way any offer or assist, any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an Acquisition a Takeover Proposal; (ii) subject to the entry into, and solely in accordance with, an Acceptable Confidentiality Agreement, furnish to any Third Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives), any including by providing information (including non-public information and data) relating to the Company Group and/or afford to and any such Third Person (of its Subsidiaries and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) affording access to the businessbusinesses, properties, assets, books, records or other information (including non-public information and data)information, or to any personnel, of the Company Groupand its Subsidiaries to any Person (and its Representatives, including potential financing sources of such Person) that has entered into an Acceptable Confidentiality Agreement; provided, that the Company shall provide Parent and Merger Sub (and their Representatives, including financing sources) with access to any information or data that is provided to any Person given such access that was not previously made available (whether prior to or after the execution of this Agreement) to Parent or Merger Sub substantially concurrently with the time it is provided to such Person (and in any event within 24 hours thereof); and (b) continue, enter into, engage in or otherwise participate in any discussions or negotiations with any Person (and their respective Representatives, including potential financing sources of such case with the intent to induce the makingPerson) regarding any Takeover Proposals (or inquiries, submission offers or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal proposals or any inquiries other effort or the making of any proposal or inquiry attempt that could constitute or could reasonably be expected to lead to an Acquisition a Takeover Proposal; provided, however, that (A) the Company will promptly (and in any event within twenty-four (24) hours) provide to Parent, or provide Parent access to, any such non-public information concerning the Company Group that is provided to any such Third Person or its Representatives that was not previously provided to Parent or its Representatives and (B) the Company Group shall not provide (and shall not permit any of their respective Representatives to provide) any competitively sensitive non-public information to any Third Person who is or whose Affiliates are a competitor of any Company Group Member in connection with the actions permitted by this Section 5.3(a), except in accordance with customary “clean room” or other similar procedures; and (iii) continue, enter into, maintain, participate or engage in discussions or negotiations with any Third Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) with respect to any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an Acquisition Proposal and cooperate with, with or assist or participate in, or facilitate in any way, any such proposals inquiries, offers, proposals, discussions or inquiries negotiations or any effort or attempt to make any proposal Takeover Proposals or inquiry other proposals that constitutes, could constitute or could reasonably be expected to lead to, an Acquisition Proposalto Takeover Proposals, including by granting any a waiver, amendment or release under any pre-existing “standstill provisionstandstill” or other similar obligation of any Person with respect provision to any Company Group Member the extent necessary to allow such Third Person for a Takeover Proposal or amendment to submit or amend an Acquisition a Takeover Proposal on a confidential basis to be made confidentially to the Company Board (or any committee the Company Board. The Company shall notify Parent that it has entered into an Acceptable Confidentiality Agreement within 24 hours after the execution thereof).

Go-Shop Period. Notwithstanding anything to the contrary set forth in this Agreement, during the period (the “Go-Shop Period”) beginning on the Agreement Date and continuing until (x) 11:59 p.m., Pacific TimeEastern Time on May 5, on August 17, 2021 2022 (the “No-Shop Period Start Date”) with respect to any Person or “group” who is not an Exempted Person or (y) in respect of any Exempted Person, ten (10) days after the No-Shop Period Start Date (the “Cut-Off Time”), the Company and its Affiliates and their respective directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, consultants, agents, and other representatives and advisors or any investment banker, financial advisor, attorney, accountant, consultant, agent, representative or advisor retained by any of them (collectively, the “Representatives”) shall have the right, directly or indirectly, right to: (i) solicit, initiate, propose encourage or induce facilitate the making, submission or announcement of, or knowingly encourage, facilitate or assist, of any proposal or inquiry that constitutes, could constitute constitutes or could reasonably be expected to lead to, an Acquisition Proposal; (ii) subject to the entry into, and solely in accordance with, an Acceptable Confidentiality Agreement, furnish to any Third Person (and its Representatives, Representatives and prospective debt and equity financing sources and/or their respective Representatives), any information (including non-public information and data) relating to the Company Group and/or or afford to any such Third Person (and its Representatives, Representatives and prospective debt and equity financing sources and/or their respective Representatives) access to the business, properties, assets, books, records books or other information (including non-public information and data), or to any personnelrecords, of the Company Group, in any such case with the intent to induce the making, submission or announcement of, of an Acquisition Proposal (or to knowingly encourage, facilitate or assist, any proposal or inquiry Inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiries or the making of any proposal or inquiry that could constitute or could reasonably be expected to lead to an Acquisition Proposal); provided, however, that (A) the Company will promptly (and in any event within twenty-four (24) hours) provide to Parent, or provide Parent access to, and its Representatives any such non-public information concerning or relating to the Company Group that is provided to any such Third Person or its Representatives that was not previously made available to Parent prior to or substantially concurrently with the time it is provided to Parent or its Representatives such Third Person and (B) the Company Group shall not provide (and shall not permit any of their respective Representatives to provide) any competitively sensitive non-public information to any Third Person who is or whose Affiliates are has an Affiliate that is a competitor of any Company Group Member in connection with the actions permitted by this Section 5.3(a), except in accordance with customary “clean room” or other similar proceduresprocedures and subject to a customary “clean team” agreement; and (iii) continue, enter into, maintain, participate or engage in discussions or negotiations with any Third Person (and its Representatives, Representatives and prospective debt and equity financing sources source and/or their respective Representatives) with respect to an Acquisition Proposal (or any proposal or inquiry that constitutes, could constitute or could is reasonably be expected to lead to, to an Acquisition Proposal Proposal); and (iv) cooperate with, with or assist or participate in, in or facilitate in any waysuch proposals, such proposals inquiries, offers, discussions or inquiries or any effort or attempt to make any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an Acquisition Proposalnegotiations, including by granting any waiver, amendment or release that the Company may grant a limited waiver under any “standstill provision” or similar obligation of any Third Person with respect to any Company Group Member to allow such Third Person to submit or amend an Acquisition Proposal on a confidential basis to the Company Board (or any committee thereof).. 66

Go-Shop Period. Notwithstanding anything to the contrary set forth in this Agreement, during the period (the “Go-Shop Period”) beginning on the Agreement Date date hereof and continuing until 11:59 p.m., Pacific Time, time on August 17(x) July 1, 2021 (the “No-Shop Period Start Date”) for any Person or “group” who is not an Excluded Party or (y) in respect of any Excluded Party, ten (10) days after the No-Shop Period Start Date (the “Cut-Off Time”), the Company and its Affiliates and their respective directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, consultants, agents, and other representatives and advisors or any investment banker, financial advisor, attorney, accountant, consultant, agent, representative or advisor retained by any of them (collectively, the “Representatives”) shall have the right, directly or indirectly, right to: (i) solicit, initiate, propose propose, induce, encourage or induce facilitate the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, could constitute or could is reasonably expected to lead to, an Acquisition Proposal; (ii) subject to the entry into, and solely in accordance with, an Acceptable Confidentiality Agreement, furnish to any Third Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives), any information (including non-public information and data) relating to the Company Group and/or or afford to any such Third Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) access to the business, properties, assets, books, records or other information (including non-public information and data)information, or to any personnel, of the Company Group, in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, of an Acquisition Proposal (or any inquiries or the making of any proposal or inquiry that could constitute or could is reasonably be expected to lead to an Acquisition Proposal); provided, however, that (A) the Company will promptly substantially concurrently (and in any event within twenty-four (24) hours) provide to Parent, or provide Parent access to, any such non-public information concerning the Company Group that is provided to any such Third Person or its Representatives that was not previously provided to Parent or its Representatives and (B) the Company Group shall not provide (and shall not permit any of their respective Representatives to provide) any competitively sensitive non-public information to any Third Person who is or whose who has one or more Affiliates are that is a competitor of any Company Group Member in connection with the actions permitted by this Section 5.3(a), except in accordance with customary “clean room” or other similar procedures; and (iii) continue, enter into, maintain, participate or engage in discussions or negotiations with any Third Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) with respect to an Acquisition Proposal (or any proposal or inquiry that constitutes, could constitute or could is reasonably be expected to lead to, to an Acquisition Proposal Proposal); and (iv) cooperate with, with or assist or participate in, in or facilitate in any waysuch proposals, such proposals inquiries, offers, discussions or inquiries negotiations or any effort or attempt to make any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an Acquisition Proposal, including by granting any waiver, amendment or release that the Company may grant a limited waiver under any “standstill provision” or similar obligation of any Third Person with respect to any Company Group Member to allow such Third Person to submit or amend an Acquisition Proposal on a confidential basis to the Company Board (or any committee thereof).

Go-Shop Period. Notwithstanding anything to the contrary set forth in this AgreementSection 5.3(b), during the period beginning on the date of this Agreement and continuing until 11:59 p.m., Eastern time, on December 6, 2016 (the “Go-Shop Period”) beginning on the Agreement Date and continuing until 11:59 p.m., Pacific Time, on August 17, 2021 (the “No-Shop Period Start End Date”), the Company and its Affiliates Subsidiaries and their respective Affiliates, directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, consultants, agents, representatives and advisors or any investment banker, financial advisor, attorney, accountant, consultant, agent, representative or advisor retained by any of them (collectively, the “Representatives”) shall have the right, directly or indirectly, to: may (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, could constitute or could is reasonably expected to lead to, an Acquisition Proposal; (ii) subject furnish to the entry into, and solely in accordance with, any Person that has entered into an Acceptable Confidentiality Agreement, furnish to Agreement any Third Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives), any information (including non-public information and data) relating to the Company Group and/or or any of its Subsidiaries or afford to any such Third Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) access to the business, properties, assets, books, records or other information (including non-public information and data)information, or to any personnel, of the Company Groupor any of its Subsidiaries, in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiries or the making of any proposal or inquiry that could constitute or could would reasonably be expected to lead to an Acquisition Proposal; providedor (iii) participate or engage in discussions or negotiations with any Person that has entered into an Acceptable Confidentiality Agreement with respect to an Acquisition Proposal or any proposal that would reasonably be expected to lead to an Acquisition Proposal, however, that (A) in each case subject to the notice requirements of Section 5.3(f). The Company will promptly (and in any event within twenty-four (24) 24 hours) provide to Parent, or following the Go-Shop Period End Date provide Parent access a list of Excluded Parties, including the identity of each Excluded Party and a copy of the Acquisition Proposal and any related documents submitted by such Person on the basis of which the Company Board made the determination that such Person shall be an Excluded Party. For the avoidance of doubt, at any time after the Go-Shop Period End Date and until the date which is ten days after the Go-Shop Period End Date (the “Cut-off Date”), the Company may continue to engage in the activities described in this Section 5.3(a) with respect to, and the restrictions in Section 5.3(b) shall not apply to, any Excluded Party (but only for so long as such non-public information concerning the Company Group that is provided to any such Third Person or its Representatives that was not previously provided to Parent or its Representatives and (B) the Company Group shall not provide (and shall not permit any of their respective Representatives to provide) any competitively sensitive non-public information to any Third Person who group is or whose Affiliates are a competitor of any Company Group Member in connection with the actions permitted by this Section 5.3(aan Excluded Party), except in accordance with customary “clean room” or other similar procedures; and (iii) continue, enter into, maintain, participate or engage in discussions or negotiations with any Third Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) including with respect to any proposal amended or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an modified Acquisition Proposal and cooperate with, assist or participate in, or facilitate in submitted by any way, such proposals or inquiries or any effort or attempt to make any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an Acquisition Proposal, including by granting any waiver, amendment or release under any “standstill provision” or similar obligation of any Person with respect to any Company Group Member to allow such Third Person to submit or amend an Acquisition Proposal on a confidential basis to Excluded Party following the Company Board (or any committee thereof)Go-Shop Period End Date.

Go-Shop Period. Notwithstanding anything to the contrary set forth in this Agreement, during the period (the “Go-Shop Period”) beginning on the date of this Agreement Date and continuing until 11:59 p.m., Pacific TimeEastern time on the 35th day after the date hereof (“Initial No-Shop Period Start Date”), or continuing until 11:59 p.m., Eastern time on August 17the 45th day after the date hereof with respect to an Excluded Party (“Excluded Party No-Shop Period Start Date” and together with the “Initial No-Shop Period Start Date”, 2021 (the “No-Shop Period Start Date”), the Company and its Affiliates and their respective directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, consultants, agents, representatives and advisors or any investment banker, financial advisor, attorney, accountant, consultant, agent, representative or advisor retained by any of them (collectively, the “Representatives”) Representatives shall have the right, directly or indirectly, to: (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an Acquisition Proposal; (ii) subject to the entry into, and solely in accordance with, an Acceptable Confidentiality Agreement, furnish to any Third Person (and its Representatives, prospective debt Representatives subject to the terms and equity financing sources and/or their respective Representatives), obligations of such Acceptable Confidentiality Agreement applicable to such Third Person) any information (including non-public information and datainformation) relating to the Company Group and/or Company, its Subsidiaries or any of its Affiliates or afford to any such Third Person (and its Representatives, prospective debt and equity financing sources and/or their respective such Representatives) access to the business, properties, assets, books, records or other information (including non-public information and datainformation), or to any personnel, of the Company Groupand its Subsidiaries, in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiries or the making of any proposal or inquiry that could constitute constitute, or could reasonably be expected to lead to to, an Acquisition Proposal; , provided, however, that (A) the Company will promptly (and in any event within twenty-four (24) 24 hours) provide to the Parent, or provide the Parent access to, any such non-public information concerning the Company Group and its Subsidiaries that is provided to any such Third Person or its Representatives that was not previously provided to the Parent or its Representatives and (B) the Company Group and its Subsidiaries shall not provide (and shall not permit any of their respective Representatives to provide) any competitively sensitive non-public information to any Third Person who is or whose Affiliates are a competitor of any the Company Group Member and its Subsidiaries in connection with the actions permitted by this Section 5.3(a5.1(a), except in accordance with customary “clean room” or other similar procedures; and (iii) continue, enter into, maintain, participate or engage in discussions or negotiations with any Third Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) with respect to any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an Acquisition Proposal and cooperate with, assist or participate in, or facilitate in any way, such proposals or inquiries or any effort or attempt to make any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an Acquisition Proposal, including by granting any waiver, amendment or release under any “standstill provision” or similar obligation of any Third Person with respect to any the Company Group Member and its Subsidiaries to allow such Third Person to submit or amend an Acquisition Proposal on a confidential basis to the Company Board (or any committee thereof).

Go-Shop Period. Notwithstanding anything to the contrary set forth in this Agreement, during the period (the “Go-Shop Period”) beginning on the Agreement Date date hereof and continuing until 11:59 p.m., Pacific Time, Central time on August 17February 3, 2021 (the “No-Shop Period Start Date”), the Company and its Affiliates and their respective directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, consultants, agents, and other representatives and advisors or any investment banker, financial advisor, attorney, accountant, consultant, agent, representative or advisor retained by any of them (collectively, the “Representatives”) shall have the right, directly or indirectly, right to: (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, could constitute or could is reasonably expected to lead to, an Acquisition Proposal; (ii) subject to the entry into, and solely in accordance with, an Acceptable Confidentiality Agreement, furnish to any Third Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives), any information (including non-public information and data) relating to the Company Group and/or or afford to any such Third Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) access to the business, properties, assets, books, records or other information (including non-public information and data)information, or to any personnel, of the Company Group, in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, of an Acquisition Proposal (or any inquiries or the making of any proposal or inquiry that could constitute or could is reasonably be expected to lead to an Acquisition Proposal); provided, however, that (A) the Company will promptly (and in any event within twentyforty-four eight (2448) hours) provide to Parent, or provide Parent access to, any such non-public information concerning the Company Group that is provided to any such Third Person or its Representatives that was not previously provided to Parent or its Representatives and (B) the Company Group shall not provide (and shall not permit any of their respective Representatives to provide) any competitively sensitive non-public information to any Third Person who is or whose Affiliates are a competitor of any Company Group Member in connection with the actions permitted by this Section 5.3(a5.4(a), except in accordance with customary “clean room” or other similar procedures; and (iii) continue, enter into, maintain, participate or engage in discussions or negotiations with any Third Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) with respect to an Acquisition Proposal (or any proposal or inquiry that constitutes, could constitute or could is reasonably be expected to lead to, to an Acquisition Proposal Proposal); and (iv) cooperate with, with or assist or participate in, in or facilitate in any waysuch proposals, such proposals inquiries, offers, discussions or inquiries negotiations or any effort or attempt to make any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an Acquisition Proposal, including by granting any waiver, amendment or release that the Company may grant a limited waiver under any “standstill provision” or similar obligation of any Third Person with respect to any Company Group Member to allow such Third Person to submit or amend an Acquisition Proposal on a confidential basis to the Company Board (or any committee thereof).

Go-Shop Period. Notwithstanding anything to the contrary set forth in this Agreement, during the period (the “Go-Shop Period”) beginning on the Agreement Date date hereof and continuing until 11:59 p.m., Pacific TimeNew York time on June 9, on August 17, 2021 2023 (the “No-Shop Period Start Date”), the Company and its Affiliates and their respective directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, consultants, agents, representatives and advisors or any investment banker, financial advisor, attorney, accountant, consultant, agent, representative or advisor retained by any of them (collectively, the “Representatives”) Representatives shall have the right, directly or indirectly, right to: (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, could constitute or could is reasonably expected to lead to, an Acquisition Proposal; (ii) subject to the entry into, and solely in accordance with, an Acceptable a Permitted Confidentiality Agreement, furnish to any Third Person third party (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives), any information (including non-public information and data) relating to the Company Group and/or and its Subsidiaries or afford to any such Third Person third party (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) access to the business, properties, assets, books, records or other information (including non-public information and data)information, or to any personnel, of the Company Groupand its Subsidiaries, in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, of an Acquisition Proposal (or any inquiries or the making of any proposal or inquiry that could constitute or could is reasonably be expected to lead to an Acquisition Proposal); provided, however, that (A) the Company will promptly (and in any event within twentyforty-four eight (2448) hours) provide to Parent, or provide Parent access to, any such non-public information concerning the Company Group and its Subsidiaries that is provided to any such Third Person or its Representatives that was not previously provided to Parent or its Representatives and (B) the Company Group and its Subsidiaries shall not provide (and shall not permit any of their respective Representatives to provide) any competitively sensitive non-public information to any Third Person who is or whose Affiliates are a competitor of any the Company Group Member in connection with the actions permitted by this Section 5.3(a7.2(i), except in accordance with customary “clean room” or other similar procedures; and (iii) continue, enter into, maintain, participate or engage in discussions or negotiations with any Third Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) with respect to an Acquisition Proposal (or any proposal or inquiry that constitutes, could constitute or could is reasonably be expected to lead to, to an Acquisition Proposal Proposal); and (iv) cooperate with, with or assist or participate in, in or facilitate in any waysuch proposals, such proposals inquiries, offers, discussions or inquiries negotiations or any effort or attempt to make any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an Acquisition Proposal, including by granting any waiver, amendment or release that the Company may grant a limited waiver under any “standstill provision” or similar obligation of any Third Person with respect to any the Company Group Member to allow such Third Person to submit or amend an Acquisition Proposal on a confidential basis to the Company Board (or any committee thereof).

Go-Shop Period. Notwithstanding anything to the contrary set forth in this Agreement, during the period (commencing with the “Go-Shop Period”) beginning on the execution and delivery of this Agreement Date and continuing until 11:59 p.m., Pacific Time, 12:01 a.m. Eastern Time on August 17, 2021 (the “No-Shop Period Start Date”), the Company and its Affiliates and their respective directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, consultants, agents, representatives and advisors or any investment banker, financial advisor, attorney, accountant, consultant, agent, representative or advisor retained by any of them (collectively, the “Representatives”) shall Representatives will have the rightright to, directly or indirectly, to: (i) initiate, solicit, initiatepropose, propose induce or induce encourage the making, submission or announcement ofof one or more Takeover Proposals from any Person or its Representatives, or knowingly encourage, facilitate or assist, any proposal proposal, inquiry or inquiry offer that constituteswould constitute, could constitute or could would reasonably be expected to lead to, an Acquisition a Takeover Proposal; (ii) subject to the entry into, and solely in accordance with, an Acceptable Confidentiality Agreement, furnish including by furnishing to any Third Person (and or its Representatives, prospective debt and equity financing sources and/or their respective Representatives), Representatives any information (including non-public information and data) relating to the Company Group and/or afford or by affording to any such Third Person (and or its Representatives, prospective debt and equity financing sources and/or their respective Representatives) Representatives access to the business, properties, assets, books, records or other information (including non-public information and data)information, or to any the personnel, of the Company GroupCompany, in each case pursuant to one or more Acceptable Confidentiality Agreements; (ii) continue, enter into, participate in or engage in any such case discussions or negotiations with the intent any Person or its Representatives with respect to induce the makingone or more Takeover Proposals or any other proposals that could lead to a Takeover Proposal; (iii) otherwise cooperate with, submission assist or announcement of, or take any action to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Takeover Proposal or any inquiries or the making of any proposal or inquiry other proposals that could constitute or could reasonably be expected to lead to an Acquisition any Takeover Proposal; provided, however, provided that (A) the Company will shall promptly (and in any event within twenty-four (24) 24 hours) provide make available to Parent, or provide Parent access to, any such non-public information concerning the Company Group or its Subsidiaries that is provided to any Person given such Third Person or its Representatives access that was not previously provided made available to Parent or its Representatives the Parent, and (Biv) the Company Group shall not provide (and shall not permit any of their respective Representatives to provide) any competitively sensitive non-public information to any Third Person who is or whose Affiliates are a competitor of any Company Group Member in connection with the actions permitted by this Section 5.3(a), except in accordance with customary “clean room” or other similar procedures; and (iii) continueengage in, enter into, maintain, into or otherwise participate or engage in any discussions or negotiations with any Third Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) Persons or group of Persons with respect to any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an Acquisition Proposal Takeover Proposals and cooperate with, with or assist or participate in, in or facilitate in any waysuch inquiries, such proposals proposals, discussions or inquiries negotiations or any effort or attempt to make any proposal Takeover Proposals. No later than one (1) Business Day after the No-Shop Period Start Date, the Company shall (x) notify Parent in writing of the receipt of any Takeover Proposal after the execution of this Agreement and prior to the No-Shop Period Start Date, or any inquiry or request with respect to, or that constitutes, could constitute or could would reasonably be expected to lead to, an Acquisition a Takeover Proposal (including the identity of the Person or group making such Takeover Proposal, including by granting any waiverthe price per share, amendment or release under any “standstill provision” structure, closing conditions, and regulatory and financing provisions) and (y) deliver to Parent copies of all written proposals, letters of interest, term sheets, commitment letters, proposed definitive documents or similar obligation documents relating to any Takeover Proposal received by the Company or its Representatives from any such Person or group or its or their Representatives. The Company shall keep Parent informed in all material respects of any Person material developments with respect to any Company Group Member such Takeover Proposal (and any subsequent amendments or modifications thereto) and deliver to allow such Third Person to submit Parent copies of revised or amend an Acquisition Proposal on a confidential basis to newly received documents received by the Company Board (or its Representatives from any committee such Person or group or its or their Representatives, in each case, as soon as is reasonably practicable and in any event within 24 hours of receipt, provision or occurrence thereof).

Go-Shop Period. Notwithstanding anything to the contrary set forth in this Agreement, during the period (commencing with the “Go-Shop Period”) beginning on the execution and delivery of this Agreement Date and continuing until 11:59 p.m., Pacific Time, 12:01 a.m. on August 17September 4, 2021 (the “No-Shop Period Start Date”), the Company and Company, its Affiliates Subsidiaries and their respective directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, consultants, agents, representatives and advisors or any investment banker, financial advisor, attorney, accountant, consultant, agent, representative or advisor retained by any of them (collectively, the “Representatives”) shall Representatives will have the right, acting pursuant to the direction of the Company Board (or a committee thereof), to, directly or indirectly, to: (i) initiate, solicit, initiatepropose, propose induce or induce encourage the making, submission or announcement ofof one or more Acquisition Proposals from any Person or its Representatives, or knowingly and encourage, facilitate or assist, any proposal proposal, inquiry or inquiry offer that constituteswould constitute, could constitute or could would reasonably be expected to lead to, an Acquisition Proposal; , including by (iiA) subject to the entry into, and solely in accordance with, an Acceptable Confidentiality Agreement, furnish furnishing to any Third Person (and or its Representatives, prospective debt and equity financing sources and/or their respective Representatives), Representatives any information (including non-public information and data) relating to the Company Group and/or afford or any of its Subsidiaries or by affording to any such Third Person (and or its Representatives, prospective debt and equity financing sources and/or their respective Representatives) Representatives access to the business, properties, assets, books, records or other information (including non-public information and data)information, or to any the personnel, of the Company Groupor any of its Subsidiaries, in any such each case with the intent pursuant to induce the making, submission one or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiries or the making of any proposal or inquiry that could constitute or could reasonably be expected to lead to an Acquisition Proposalmore Acceptable Confidentiality Agreements; provided, however, that (A) the Company will promptly (and in any event within twenty-four (24) hours) provide to Parent, or provide Parent access to, any such non-public information concerning the Company Group that is provided to any such Third Person or its Representatives that was not previously provided to Parent or its Representatives and (B) the Company Group shall not provide (and shall not permit any of their respective Representatives to provide) any competitively sensitive non-public information to any Third Person who is or whose Affiliates are granting a competitor of any Company Group Member in connection with the actions permitted by this Section 5.3(a), except in accordance with customary “clean room” or other similar procedures; and (iii) continue, enter into, maintain, participate or engage in discussions or negotiations with any Third Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) with respect to any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an Acquisition Proposal and cooperate with, assist or participate in, or facilitate in any way, such proposals or inquiries or any effort or attempt to make any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an Acquisition Proposal, including by granting any waiver, amendment or release under any “standstill provisionstandstill” or similar obligation of any Person with respect confidentiality agreement to any Company Group Member the extent that such provision prohibits or purports to allow such Third Person to submit or amend an Acquisition Proposal on prohibit a confidential basis proposal being made to the Company Board (or any committee thereof); (ii) continue, enter into, participate in or engage in any discussions or negotiations with any Persons or its Representatives with respect to one or more Acquisition Proposals or any other proposals that could lead to an Acquisition Proposal; and (iii) otherwise cooperate with, assist or take any action to facilitate any Acquisition Proposals or any other proposals that could lead to any Acquisition Proposals. The Company will promptly (and in any event within forty eight (48) hours) make available to Parent and its Representatives any non-public information concerning the Company and its Subsidiaries that is provided to any such Person or its Representatives pursuant to this Section 5.3(a) that was not previously made available to Parent. The Company shall give notice to Parent of entering into an Acceptable Confidentiality Agreement (other than an Existing Confidentiality Agreement) within 48 hours after the execution thereof. For the avoidance of doubt, any confidentiality agreement in effect with any Person or Group as of the date of this Agreement (an “Existing Confidentiality Agreement”) will be deemed to be an Acceptable Confidential Agreement without any need for the Company to offer to modify the Confidentiality Agreement as provided in the definition of Acceptable Confidentiality Agreement.

Go-Shop Period. Notwithstanding anything to the contrary set forth in this Agreement, during the period (the “Go-Shop Period”) beginning on the date of this Agreement Date and continuing until 11:59 p.m., Pacific TimeEastern time, on August 17October 27, 2021 2023 (the “No-Shop Period Start Date”), the Company and its Affiliates and their respective directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, consultants, agents, representatives and advisors or any investment banker, financial advisor, attorney, accountant, consultant, agent, representative or advisor retained by any of them (collectively, the “Representatives”) Representatives shall have the right, directly or indirectly, right to: (i) solicit, initiate, propose propose, encourage or induce the making, submission or announcement of, or knowingly encourage, facilitate or assistfacilitate, any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an Acquisition Proposal; (ii) subject to the entry into, and solely in accordance with, an Acceptable Confidentiality Agreement, furnish to any Third Person (and its Representatives, prospective debt representatives and equity financing sources and/or their respective Representatives), subject to the terms and obligations of such Acceptable Confidentiality Agreement applicable to such Person) any information (including non-public information and data) relating to the Company Group and/or or afford to any such Third Person (and its Representatives, prospective debt such representatives and equity financing sources and/or their respective Representativessources) access to the business, properties, assets, books, records or other information (including non-public information and data)information, or to any personnel, of the Company Group, in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate encourage or assistfacilitate, any proposal or inquiry that constitutes, or is could reasonably be expected to lead to, an Acquisition Proposal or any inquiries or the making of any proposal or inquiry that could constitute or could reasonably be expected to lead to an Acquisition Proposal; provided, however, that (A) the Company will promptly (and in any event within twenty-four (24) 24 hours) provide to Parent, or provide Parent access to, any such non-public information concerning the Company Group that is provided to any such Third Person or its Representatives that was not previously provided to Parent or its Representatives and (B) the Company Group shall not provide (and shall not permit any of their respective Representatives to provide) any competitively sensitive non-public information to any Third Person who is or whose Affiliates are a competitor of any Company Group Member in connection with the actions permitted by this Section 5.3(a), except in accordance with customary “clean room” or other similar proceduresRepresentatives; and (iii) continue, enter into, maintain, participate or engage in discussions or negotiations with any Third such Person (and its Representatives, prospective debt such representatives and equity financing sources and/or their respective Representativessources) with respect to any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an Acquisition Proposal and cooperate with, assist or participate in, or facilitate in any way, such proposals or inquiries or any effort or attempt to make any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an potential Acquisition Proposal, including by granting any waiver, amendment or release under any “standstill provision” or similar obligation of any Person with respect to any Company Group Member to allow such Third Person to submit or amend an Acquisition Proposal on a confidential basis to the Company Board (or any committee thereof).

Go-Shop Period. Notwithstanding anything to the contrary set forth in this Agreement, during the period (the “Go-Shop Period”) beginning on the Agreement Date date hereof and continuing until 11:59 p.m., Pacific Time, time on August 17, 2021 the 45th day following the date hereof (the “No-Shop Period Start Date”), the Company and its Affiliates and their respective directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, consultants, agents, representatives and advisors or any investment banker, financial advisor, attorney, accountant, consultant, agent, representative or advisor retained by any of them (collectively, the “Representatives”) Representatives shall have the right, directly or indirectly, right to: (i) solicit, initiate, propose propose, induce, encourage or induce facilitate the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or inquiry Inquiry that constitutes, could constitute or could is reasonably expected to lead to, an Acquisition Proposal; (ii) subject to the entry into, and solely in accordance with, an Acceptable Confidentiality Agreement, furnish to any Third Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives), any information (including non-public information and data) relating to the Company Group and/or or afford to any such Third Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) access to the business, properties, assets, books, records or other information (including non-public information and data)information, or to any personnel, of the Company Group, in any such case with the intent to induce the making, submission or announcement of, of an Acquisition Proposal (or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiries or the making of any proposal or inquiry Inquiry that could constitute or could is reasonably be expected to lead to an Acquisition Proposal); provided, however, that (A) the Company will promptly substantially concurrently (and in any event within twenty-four (24) hours) provide to Parent, or provide Parent access to, any such non-public information concerning the Company Group that is provided to any such Third Person or its Representatives that was not previously provided to Parent or its Representatives and (B) the Company Group shall not provide (and shall not permit any of their respective Representatives to provide) any competitively sensitive non-public information to any Third Person who is or whose who has one or more Affiliates are that is a competitor of any Company Group Member in connection with the actions permitted by this Section 5.3(a4.3(a), except in accordance with customary “clean room” or other similar procedures; and (iii) continue, enter into, maintain, participate or engage in discussions or negotiations with any Third Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) with respect to an Acquisition Proposal (or any proposal or inquiry Inquiry that constitutes, could constitute or could is reasonably be expected to lead to, to an Acquisition Proposal Proposal); and (iv) cooperate with, with or assist or participate in, in or facilitate in any waysuch proposals, such proposals Inquiries, offers, discussions or inquiries negotiations or any effort or attempt to make any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an Acquisition Proposal, including by granting any waiver, amendment or release that the Company may grant a limited waiver under any “standstill provision” or similar obligation of any Third Person with respect to any Company Group Member to allow such Third Person to submit or amend an Acquisition Proposal on a confidential basis to the Company Board (or any committee thereof).

Go-Shop Period. Notwithstanding anything to the contrary set forth in this Agreement, during the period (the “Go-Shop Period”) beginning on the Agreement Date date hereof and continuing until 11:59 p.m.p.m. Eastern Time (x) on April 8, Pacific Time, on August 17, 2021 2023 (the “No-Shop Period Start Date”)) for any Person or “group” who is not an Excluded Party, or (y) in respect of any Excluded Party, the Cut-Off Time, the Company and its Affiliates and their respective directorsRepresentatives (in each case, officers, employees, investment bankers, financial advisors, attorneys, accountants, consultants, agents, representatives and advisors or any investment banker, financial advisor, attorney, accountant, consultant, agent, representative or advisor retained by any acting under the direction of them (collectively, the “Representatives”Special Committee) shall have the right, right to directly or indirectly, to: (i) solicit, initiate, propose propose, induce, encourage or induce facilitate the making, submission or announcement of, or knowingly encourage, facilitate or assist, any discussion, proposal or inquiry that constitutes, could constitute or could is reasonably expected to lead to, an Acquisition Proposal; (ii) subject to the entry into, and solely in accordance with, an Acceptable Confidentiality Agreement, furnish to any Third Person (and its Representatives, prospective debt and equity financing sources and/or or their respective Representatives), any information (including non-public information and data) relating to the Company Group and/or and its Subsidiaries or afford to any such Third Person (and its Representatives, prospective debt and equity financing sources and/or or their respective Representatives) access to the business, properties, assets, books, records or other information (including non-public information and data)information, or to any personnel, of the Company Groupand its Subsidiaries, in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal (or any inquiries or the making of any proposal or inquiry that could constitute or could is reasonably be expected to lead to an Acquisition Proposal); provided, however, that (A) the Company will promptly (and in any event within twenty-four (24) hours) substantially concurrently provide to Parent, or provide Parent access to, any such non-public information concerning the Company Group and its Subsidiaries that is provided to any such Third Person or its Representatives but only to the extent that such non-public information concerning the Company and its Subsidiaries was not previously provided to Parent or its Representatives and (B) the Company Group shall not provide (and shall not permit any of their respective Representatives to provide) any competitively sensitive non-public information to any Third Person who is or whose Affiliates are a competitor of any Company Group Member in connection with the actions permitted by this Section 5.3(a), except in accordance with customary “clean room” or other similar proceduresRepresentatives; and (iii) continue, enter into, maintain, participate or engage in discussions or negotiations with any Third Person (and its Representatives, prospective debt and equity financing sources and/or or their respective Representatives) with respect to an Acquisition Proposal (or any proposal or inquiry that constitutes, could constitute or could is reasonably be expected to lead to, to an Acquisition Proposal Proposal); and (iv) cooperate with, with or assist or participate in, in or facilitate in any waysuch proposals, such proposals inquiries, offers, discussions or inquiries negotiations or any effort or attempt to make any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an Acquisition Proposal, including by granting any waiver, amendment or release that the Company may grant a limited waiver under any “standstill provision” or similar obligation of any Third Person with respect to the Company or any Company Group Member of its Subsidiaries to allow such Third Person to submit or amend an Acquisition Proposal on a confidential basis to the Company Board (or any committee thereof)Special Committee.

Go-Shop Period. Notwithstanding anything to the contrary set forth in this AgreementSection ‎5.3(b), during the period beginning on the date of this Agreement and continuing until 11:59 p.m., Eastern time, on the day that is 30 days after the date of the Agreement (the “Go-Shop Period”) beginning on the Agreement Date and continuing until 11:59 p.m., Pacific Time, on August 17, 2021 (the “No-Shop Period Start End Date”), the Company and its Affiliates Subsidiaries and their respective Affiliates, directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, consultants, agents, representatives and advisors or any investment banker, financial advisor, attorney, accountant, consultant, agent, representative or advisor retained by any of them (collectively, the “Representatives”) shall have the right, directly or indirectly, to: may (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an Acquisition Proposal; (ii) subject furnish public information to the entry into, and solely in accordance with, any Person and/or furnish to any Person that has entered into an Acceptable Confidentiality Agreement, furnish to Agreement or its Representatives any Third Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives), any information (including non-public information and data) relating to the Company Group and/or or any of its Subsidiaries or afford to any such Third Person (and or its Representatives, prospective debt and equity financing sources and/or their respective Representatives) Representatives access to the business, properties, assets, books, records or other information (including non-public information and data)information, or to any personnel, of the Company Groupor any of its Subsidiaries, in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is could reasonably be expected to lead to, an Acquisition Proposal or any inquiries or the making of any proposal or inquiry that could constitute or could reasonably be expected to lead to an Acquisition Proposal; provided that the Company shall provide access to Parent and Merger Sub of any non-public information that the Company has provided, howeveror that is otherwise provided by or on behalf of the Company or any of its Representatives, to any Person given such access that was not previously made available (Awhether prior to or after the execution of this Agreement) to Parent or Merger Sub substantially concurrently with the time it is provided to such Person and, unless otherwise agreed by Parent, in the same manner so provided to such Person; or (iii) participate or engage in discussions or negotiations with any Person that has entered into an Acceptable Confidentiality Agreement or its Representatives with respect to an Acquisition Proposal or any proposal that could reasonably be expected to lead to an Acquisition Proposal, in each case subject to the notice requirements of Section ‎5.3(f). The Company will promptly (and in any event within twenty-four (24) 24 hours) provide to Parent, or following the Go-Shop Period End Date provide Parent access a list of Excluded Parties, including the identity of each Excluded Party and a copy of the Acquisition Proposal and any related documents (provided that any fee letters that are customarily redacted with respect thereto may be redacted) submitted by such Person and the basis on which the Company Board made the determination that such Excluded Party is an Excluded Party. At any time after the Go-Shop Period End Date and until the date which is five days after the Go-Shop Period End Date (the “Cut-Off Date”), the Company may continue to engage in the activities described in this Section ‎5.3(a) with respect to, and the restrictions in Section ‎5.3(b) shall not apply to, any Excluded Party and its Representatives (but only for so long as such non-public information concerning the Company Group that is provided to any such Third Person or its Representatives that was not previously provided to Parent or its Representatives and (B) the Company Group shall not provide (and shall not permit any of their respective Representatives to provide) any competitively sensitive non-public information to any Third Person who group is or whose Affiliates are a competitor of any Company Group Member in connection with the actions permitted by this Section 5.3(aan Excluded Party), except in accordance with customary “clean room” or other similar procedures; and (iii) continue, enter into, maintain, participate or engage in discussions or negotiations with any Third Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) including with respect to any proposal amended or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an modified Acquisition Proposal and cooperate with, assist or participate in, or facilitate in submitted by any way, such proposals or inquiries or any effort or attempt to make any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an Acquisition Proposal, including by granting any waiver, amendment or release under any “standstill provision” or similar obligation of any Person with respect to any Company Group Member to allow such Third Person to submit or amend an Acquisition Proposal on a confidential basis to Excluded Party following the Company Board (or any committee thereof)Go-Shop Period End Date.

Go-Shop Period. Notwithstanding anything to the contrary set forth in this Agreement, during the period (the “Go-Shop Period”) beginning on the date of this Agreement Date and continuing until 11:59 12:00 p.m., Pacific Timetime on March 18, on August 17, 2021 2019 (the “No-Shop Period Start Date”), the Company and its Affiliates and their respective Affiliates, directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, consultants, agents, representatives and advisors or any investment banker, financial advisor, attorney, accountant, consultant, agent, representative or advisor retained by any of them (collectively, the “Representatives”) shall have the right, directly or indirectly, right to: (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, could constitute or could is reasonably expected to lead to, an Acquisition Proposal; (ii) subject to the entry into, and solely in accordance with, an Acceptable Confidentiality Agreement, furnish to any Third Person (and its Representatives, prospective debt Representatives and equity financing sources and/or their respective Representatives), Financing Sources subject to the terms and obligations of such Acceptable Confidentiality Agreement applicable to such Person) any information (including non-public information and data) relating to the Company Group and/or or afford to any such Third Person (and its Representatives, prospective debt such Representatives and equity financing sources and/or their respective RepresentativesFinancing Sources) access to the business, properties, assets, books, records or other information (including non-public information and data)information, or to any personnel, of the Company GroupCompany, in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiries or the making of any proposal or inquiry that could constitute or could would reasonably be expected to lead to an Acquisition Proposal; , provided, however, that (A) the Company will promptly (and in any event within twenty-four (24) 24 hours) provide to Parent, or provide Parent access to, any such non-public information concerning the Company Group that is provided to any such Third Person or its Representatives that was not previously provided to Parent or its Representatives and (B) the Company Group shall not provide (and shall not permit any of their respective Representatives to provide) any competitively sensitive non-public information to any Third Person who is or whose Affiliates are a competitor of any Company Group Member in connection with the actions permitted by this Section 5.3(a), except in accordance with customary “clean room” or other similar proceduresRepresentatives; and (iii) continue, enter into, maintain, participate or engage in discussions or negotiations with any Third such Person (and its Representatives, prospective debt such Representatives and equity financing sources and/or their respective RepresentativesFinancing Sources) with respect to any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an Acquisition Proposal and cooperate with, assist or participate in, or facilitate in any way, such proposals or inquiries or any effort or attempt to make any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an Acquisition Proposal, including by granting any waiver, amendment or release under any “standstill provision” or similar obligation of any Person with respect to any Company Group Member to allow such Third Person to submit or amend an Acquisition Proposal on a confidential basis to the Company Board (or any committee thereof).

Go-Shop Period. Notwithstanding anything to the contrary set forth in this Agreement, during the period (the “Go-Shop Period”) beginning on the date of this Agreement Date and continuing until 11:59 12:00 p.m., Pacific Timetime on January 22, on August 17, 2021 2019 (the “No-Shop Period Start Date”), the Company and its Affiliates and their respective Affiliates, directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, consultants, agents, representatives and advisors or any investment banker, financial advisor, attorney, accountant, consultant, agent, representative or advisor retained by any of them (collectively, the “Representatives”) shall have the right, directly or indirectly, right to: (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, could constitute or could is reasonably expected to lead to, an Acquisition Proposal; (ii) subject to the entry into, and solely in accordance with, an Acceptable Confidentiality Agreement, furnish to any Third Person (and its Representatives, prospective debt Representatives and equity financing sources and/or their respective Representatives), Financing Sources subject to the terms and obligations of such Acceptable Confidentiality Agreement applicable to such Person) any information (including non-public information and data) relating to the Company Group and/or or afford to any such Third Person (and its Representatives, prospective debt such Representatives and equity financing sources and/or their respective RepresentativesFinancing Sources) access to the business, properties, assets, books, records or other information (including non-public information and data)information, or to any personnel, of the Company Group, in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiries or the making of any proposal or inquiry that could constitute or could would reasonably be expected to lead to an Acquisition Proposal; , provided, however, that (A) the Company will promptly (and in any event within twenty-four (24) 24 hours) provide to Parent, or provide Parent access to, any such non-public information concerning the Company Group that is provided to any such Third Person or its Representatives that was not previously provided to Parent or its Representatives and (B) the Company Group shall not provide (and shall not permit any of their respective Representatives to provide) any competitively sensitive non-public information to any Third Person who is or whose Affiliates are a competitor of any Company Group Member in connection with the actions permitted by this Section 5.3(a), except in accordance with customary “clean room” or other similar proceduresRepresentatives; and (iii) continue, enter into, maintain, participate or engage in discussions or negotiations with any Third such Person (and its Representatives, prospective debt such Representatives and equity financing sources and/or their respective RepresentativesFinancing Sources) with respect to any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an Acquisition Proposal and cooperate with, assist or participate in, or facilitate in any way, such proposals or inquiries or any effort or attempt to make any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an Acquisition Proposal, including by granting any waiver, amendment or release under any “standstill provision” or similar obligation . Table of any Person with respect to any Company Group Member to allow such Third Person to submit or amend an Acquisition Proposal on a confidential basis to the Company Board (or any committee thereof).Contents

Go-Shop Period. Notwithstanding anything to the contrary set forth in this Agreement, during the period (the “Go-Shop Period”) beginning on the date of this Agreement Date and continuing until 11:59 12:00 p.m., Pacific Timetime on December 9, on August 17, 2021 2018 (the “No-Shop Period Start Date”), the Company and its Affiliates and their respective Affiliates, directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, consultants, agents, representatives and advisors or any investment banker, financial advisor, attorney, accountant, consultant, agent, representative or advisor retained by any of them (collectively, the “Representatives”) shall have the right, directly or indirectly, right to: (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, could constitute or could is reasonably expected to lead to, an Acquisition Proposal; (ii) subject to the entry into, and solely in accordance with, an Acceptable Confidentiality Agreement, furnish to any Third Person (and its Representatives, prospective debt Representatives and equity financing sources and/or their respective Representatives), Financing Sources subject to the terms and obligations of such Acceptable Confidentiality Agreement applicable to such Person) any information (including non-public information and data) relating to the Company Group and/or or afford to any such Third Person (and its Representatives, prospective debt such Representatives and equity financing sources and/or their respective RepresentativesFinancing Sources) access to the business, properties, assets, books, records or other information (including non-public information and data)information, or to any personnel, of the Company Group, in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiries or the making of any proposal or inquiry that could constitute or could would reasonably be expected to lead to an Acquisition Proposal; , provided, however, that (A) the Company will promptly (and in any event within twenty-four (24) 24 hours) provide to Parent, or provide Parent access to, any such non-public information concerning the Company Group that is provided to any such Third Person or its Representatives that was not previously provided to Parent or its Representatives and (B) the Company Group shall not provide (and shall not permit any of their respective Representatives to provide) any competitively sensitive non-public information to any Third Person who is or whose Affiliates are a competitor of any Company Group Member in connection with the actions permitted by this Section 5.3(a), except in accordance with customary “clean room” or other similar proceduresRepresentatives; and (iii) continue, enter into, maintain, participate or engage in discussions or negotiations with any Third such Person (and its Representatives, prospective debt such Representatives and equity financing sources and/or their respective RepresentativesFinancing Sources) with respect to any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an Acquisition Proposal and cooperate with, assist or participate in, or facilitate in any way, such proposals or inquiries or any effort or attempt to make any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an Acquisition Proposal, including by granting any waiver, amendment or release under any “standstill provision” or similar obligation of any Person with respect to any Company Group Member to allow such Third Person to submit or amend an Acquisition Proposal on a confidential basis to the Company Board (or any committee thereof).

Go-Shop Period. Notwithstanding anything to the contrary set forth in this Agreement, during the period (the “Go-Shop Period”) beginning on the date of this Agreement Date and continuing until 11:59 12:00 p.m., Pacific TimeEastern time on July 20, on August 17, 2021 2017 (the “No-Shop Period Start Date”), the Company and its Affiliates and their respective Affiliates, directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, consultants, agents, representatives accountants and other advisors or any investment banker, financial advisor, attorney, accountant, consultant, agent, representative or advisor retained by any of them representatives (collectively, the “Representatives”) shall have the right, directly or indirectly, right to: (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, could constitute or could is reasonably expected to lead to, an Acquisition Proposal; (ii) subject to the entry into, and solely in accordance with, an Acceptable Confidentiality Agreement, furnish to any Third Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives), any information (including non-public information and data) relating to the Company Group and/or or afford to any such Third Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) access to the business, properties, assets, books, records or other information (including non-public information and data)information, or to any personnel, of the Company Group, in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiries or the making of any proposal or inquiry that could constitute or could would reasonably be expected to lead to an Acquisition Proposal; , provided, however, that (A) the Company will promptly (and in any event within twenty-four (24) 24 hours) provide to Parent, or provide Parent access to, any such non-public information concerning the Company Group that is provided to any such Third Person or its Representatives that was not previously provided to Parent or its Representatives and (B) the Company Group shall not provide (and shall not permit any of their respective Representatives to provide) any competitively sensitive non-public information to any Third Person who is or whose Affiliates are a competitor of any Company Group Member in connection with the actions permitted by this Section 5.3(a), except in accordance with customary “clean room” or other similar proceduresRepresentatives; and (iii) continue, enter into, maintain, participate or engage in discussions or negotiations with any Third Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) with respect to any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an Acquisition Proposal and cooperate with, assist or participate in, or facilitate in any way, such proposals or inquiries or any effort or attempt to make any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an Acquisition Proposal, including by granting any waiver, amendment or release under any “standstill provision” or similar obligation of any Person with respect to any Company Group Member to allow such Third Person to submit or amend an Acquisition Proposal on a confidential basis to the Company Board (or any committee thereof)Proposal.