Common use of Go-Shop Period Clause in Contracts

Go-Shop Period. Notwithstanding any other provision of this Agreement to the contrary, during the period beginning on the date of this Agreement and continuing until 11:59 p.m., New York City time, on the earlier of the Acceptance Time or April 7, 2015 (such date and time, the “No-Shop Period Start Date”), the Company and the Company Subsidiaries and their respective Representatives shall have the right to: (i) initiate, solicit and encourage, whether publicly or otherwise, Acquisition Proposals, including by way of providing access to non-public information pursuant to one or more confidentiality agreements that are on terms, with respect to the maintenance of confidentiality of the Company’s information, which are not less restrictive in the aggregate to such person than such provisions of the Confidentiality Agreement are to Parent; provided, that the Company shall promptly provide to Parent a copy of any material non-public information concerning the Company or any Company Subsidiary that is provided to any Person given such access which was not previously provided to Parent (or its Representatives); and (ii) enter into and maintain discussions or negotiations with respect to Acquisitions Proposals or otherwise cooperate with or assist or participate in, or facilitate, any such inquiries, proposals, discussions or negotiations or the making of any Acquisition Proposal.

Go-Shop Period. Notwithstanding any other provision of this Agreement anything to the contrarycontrary contained in this Agreement, during the period beginning on the date of this Agreement and continuing until 11:59 p.m.p.m. (Eastern time) on February 8, New York City time, on the earlier of the Acceptance Time or April 7, 2015 2013 (such date and time, the “NoGo-Shop Period Start DatePeriod”), the Company Parties and the Company their Subsidiaries and their respective Representatives directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) shall have the right to: (i) initiate, solicit and encourage, whether publicly encourage any inquiry or otherwise, the making of any proposals or offers that constitute Acquisition Proposals, including by way of providing access to non-public information to any Person pursuant to one or more confidentiality agreements that are on terms, with respect to the maintenance of confidentiality of the Company’s information, which are customary terms not less restrictive materially more favorable in the aggregate to such person Person than such provisions of those contained in the Confidentiality Agreement are to ParentAgreements; provided, provided that the Company shall promptly provide (and in any event within twenty-four (24) hours thereafter) make available to Parent a copy of any material non-public information concerning the Company Parties or any their Subsidiaries that the Company Subsidiary that is provided Parties provide to any Person given if such access which information was not previously provided made available to Parent (or its Representatives); Parent, and (ii) engage or enter into and maintain or otherwise participate in any discussions or negotiations with any Persons or groups of Persons with respect to Acquisitions any Acquisition Proposals or otherwise cooperate with or assist or participate in, or facilitate, facilitate any such inquiries, proposals, discussions or negotiations or the making of any effort or attempt to make any Acquisition ProposalProposals.

Go-Shop Period. Notwithstanding any other provision of this Agreement to the contrary, during the period beginning on the date of this Agreement and continuing until 11:59 p.m., New York City time, on the earlier of the Acceptance Time Date or April 7November 8, 2015 2013 (such date and time, the “No-Shop Period Start Date”), the Company and the Company Subsidiaries and their respective Representatives shall have the right to: (i) initiate, solicit and encourage, whether publicly or otherwise, Acquisition Proposals, including by way of providing access to non-public information pursuant to one or more confidentiality agreements that are on terms, with respect to the maintenance of confidentiality of the Company’s information, which are not less restrictive in the aggregate to such person than such provisions of the Confidentiality Agreement are to Parent; provided, that the Company shall promptly provide to Parent a copy of any material non-public information concerning the Company or any Company Subsidiary its subsidiaries that is provided to any Person given such access which was not previously provided to Parent (or its Representatives); and (ii) enter into and maintain discussions or negotiations with respect to Acquisitions Proposals or otherwise cooperate with or assist or participate in, or facilitate, any such inquiries, proposals, discussions or negotiations or the making of any Acquisition Proposal.