Common use of Go-Shop Clause in Contracts

Go-Shop. Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of this Agreement and continuing until 12:01 a.m. on the 30th day after the date of this Agreement (the “No-Shop Period Start Date”), the Company and its Subsidiaries and their respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) shall have the right to (i) solicit, initiate, propose or induce the making, submission or announcement of, or encourage, facilitate or assist, any proposal or offer that constitutes, or that could constitute, an Acquisition Proposal, (ii) pursuant to an Acceptable Confidentiality Agreement furnish to any Person and its Representatives any information (including non-public information and data) relating to the Company or any of its Subsidiaries and affording access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any designees of Parent or Merger Sub) to any Person (and its Representatives, including potential financing sources of such Person); provided, that the Company shall provide to Parent and Merger Sub any material non-public information or data that is provided by or on behalf of the Company to any Person given such access that was not previously made available to Parent or Merger Sub prior to or promptly (and in any event, within 48 hours) following the time it is provided to such Person or its Representatives, and (iii) engage in, enter into, continue or otherwise participate in, any discussions or negotiations with any Person (and their respective Representatives, including potential financing sources of such Person) with respect to any Acquisition Proposal (or inquiries, proposals or offers or other efforts or attempts that could lead to an Acquisition Proposal) and cooperate with or assist or participate in or facilitate any such inquiries, proposals, offers, discussions or negotiations or any effort or attempt to make any Acquisition Proposals, including granting a waiver, amendment or release under any pre-existing standstill or similar provision to the extent necessary to allow for an Acquisition Proposal to be made to the Company Board (or the Company Special Committee) or amendment to an Acquisition Proposal to be made to the Company or the Company Board (or the Company Special Committee).

Go-Shop. Notwithstanding anything to (a) During the contrary contained in this AgreementInterim Period, during the period beginning on the date of this Agreement each Party may and continuing until 12:01 a.m. on the 30th day after the date of this Agreement (the “No-Shop Period Start Date”)may cause its Representatives to, the Company and its Subsidiaries and their respective directorsdirectly or indirectly, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) shall have the right to (i) solicit, initiateassist, propose initiate or induce facilitate the making, submission or announcement of, or intentionally encourage, facilitate any Acquisition Proposal, (ii) furnish any non-public information regarding such Party or assistits Affiliates or their respective businesses, operations, assets, Liabilities, financial condition, prospects or employees to any proposal Person or offer that constitutesgroup in connection with or in response to an Acquisition Proposal, (iii) engage or participate in discussions or negotiations with any Person or group with respect to, or that could constitutebe expected to lead to, an Acquisition Proposal, (iv) approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any Acquisition Proposal, (v) negotiate or enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Acquisition Proposal, or (vi) release any third Person from, or waive any provision of, any confidentiality agreement to which such Party is a party. (b) Each Party shall notify the others as promptly as practicable (and in any event within 48 hours) orally and in writing of the receipt by such Party or any of its Representatives of (i) any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations regarding or constituting any Acquisition Proposal or any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations that could be expected to result in an Acquisition Proposal, and (ii) pursuant to an Acceptable Confidentiality Agreement furnish to any Person and its Representatives any information (including request for non-public information and data) relating to the Company such Party or its Affiliates (or any of its Subsidiaries Newegg Subsidiary), specifying in each case, the material terms and affording access to conditions thereof (including a copy thereof if in writing or a written summary thereof if oral) and the business, properties, assets, books, records or other non-public information, or to any personnel, identity of the Company party making such inquiry, proposal, offer or any of its Subsidiaries (other than Parent, Merger Sub or any designees of Parent or Merger Sub) to any Person (and its Representatives, including potential financing sources of such Person); provided, that request for information. Each Party shall keep the Company shall provide to Parent and Merger Sub any material non-public information or data that is provided by or on behalf others promptly informed of the Company to any Person given such access that was not previously made available to Parent or Merger Sub prior to or promptly (and in any event, within 48 hours) following the time it is provided to such Person or its Representatives, and (iii) engage in, enter into, continue or otherwise participate in, any discussions or negotiations with any Person (and their respective Representatives, including potential financing sources status of such Person) with respect to any Acquisition Proposal (or inquiries, proposals or offers or other efforts or attempts that could lead to an Acquisition Proposal) and cooperate with or assist or participate in or facilitate any such inquiries, proposals, offers, discussions offers or negotiations or any effort or attempt to make any Acquisition Proposals, including granting a waiver, amendment or release under any pre-existing standstill or similar provision to the extent necessary to allow requests for an Acquisition Proposal to be made to the Company Board (or the Company Special Committee) or amendment to an Acquisition Proposal to be made to the Company or the Company Board (or the Company Special Committee)information.

Go-Shop. Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on at the date time of execution of this Agreement and continuing until 12:01 a.m. 11:59 p.m., Eastern Time, on the 30th day after the date of this Agreement April 11, 2022 (the “No-Shop Period Start Date”), the Company and its Subsidiaries Affiliates and their respective directors, officers, employees, investment bankers, attorneys, consultants, accountants and other advisors or and representatives (collectively, “Representatives”) shall have the right to (i) solicit, initiate, propose or induce the making, submission or announcement of, or encourage, facilitate or assist, any inquiry, proposal or offer that constitutes, constitutes or that could constitutereasonably be expected to lead to, an Acquisition Proposal, (ii) pursuant to an Acceptable Confidentiality Agreement furnish to any Person and its Representatives any including by providing information (including non-public information and data) relating to the Company or any of its Subsidiaries and affording access to the business, properties, assets, books, records or other non-public informationrecords, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any designees of Parent or Merger Sub) to any Person (and its to such Person’s Representatives, including potential financing sources of such Person)) pursuant to an Acceptable Confidentiality Agreement; provided, that that, subject to applicable Law and any applicable “clean team” or similar arrangement, the Company shall provide to Parent and Merger Sub any material non-public information or data that is provided by or on behalf of the Company to any Person third party given such access that was not previously made available to Parent or Merger Sub prior to or promptly (and in any event, event within 48 twelve hours) following the time it is provided to such Person or its Representativesthird party, and (iiiii) engage in, enter into, continue or otherwise participate in, any discussions or negotiations with any Person (and their respective Representatives, including potential financing sources of such Person) with respect to any Acquisition Proposal Proposals (or inquiries, proposals or offers or any other efforts effort or attempts attempt that could reasonably be expected to lead to an Acquisition Proposal) and (iii) otherwise cooperate with or assist or participate in or facilitate the making of any such inquiries, proposals, offers, discussions or negotiations Acquisition Proposal (or any other effort or attempt that could lead to make any an Acquisition ProposalsProposal), including granting a waiver, amendment or release under any pre-existing standstill or similar provision to the extent necessary to allow for an Acquisition Proposal to be made to the Company Board (or the Company Special Committee) or amendment to an Acquisition Proposal to be made to the Company or the Company Board (or the Company Special Committee)Board.

Go-Shop. Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of this Agreement and continuing until 12:01 a.m. 11:59 p.m., New York City time, on the 30th 45th day after the date of this Agreement (the “No-Shop Period Start Date”), the Company and its Subsidiaries Titanium Parties and their respective directors, officers, employees, investment bankersaccountants, attorneysconsultants, accountants legal counsel, financial advisors and agents and other advisors or representatives (collectively, “Representatives”) shall have the right to (i) solicit, seek, initiate, propose or induce the making, submission or announcement of, or encourage, facilitate or assist, any inquiry, proposal or offer that constitutes, or that could constitute, an Acquisition Proposal, (ii) pursuant to an Acceptable Confidentiality Agreement furnish to any Person and its Representatives any including by providing information (including non-public information and datainformation) relating to the Company Titanium or any of its Subsidiaries and affording access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company Titanium or any of its Subsidiaries (other than Parent, Merger Sub or any designees of Parent or Merger Sub) to any Person (and its Representatives, including potential financing sources of such Person)) pursuant to an Acceptable Confidentiality Agreement; provided, however, that the Company shall provide to Parent and Merger Sub any material non-public information concerning Titanium or data that is its Subsidiaries to be provided by or on behalf of the Company to any Person given such access that was not previously made available to Parent any third party shall, to the extent not previously provided or Merger Sub prior made available to Silver, be provided or made available to Silver promptly (and and, in any event, within 48 12 hours) following the such time as it is provided or made available to such Person or its Representatives, third party; and (iiiii) engage in, enter into, continue or otherwise participate in, in any discussions or negotiations with any Person (and their respective Representatives, including potential financing sources of such Person) with respect to any Acquisition Proposal Proposals (or inquiries, proposals or offers or any other efforts effort or attempts attempt that could lead to an Acquisition Proposal) and cooperate with or assist or participate in or facilitate any such inquiries, proposals, offers, discussions or negotiations or any effort or attempt to make any Acquisition ProposalsProposals or other proposals that could lead to any Acquisition Proposal, including granting a waiver, amendment or release under any pre-existing standstill or similar provision to the extent necessary to allow for an Acquisition Proposal to be made to the Company Board (or the Company Special Committee) or amendment to an Acquisition Proposal to be made to the Company Titanium or the Company Titanium Board (or the Company Titanium Special Committee). Notwithstanding anything herein to the contrary, the Silver Parties and their Affiliates shall not enter into exclusive arrangements with potential financing sources that would by their terms or otherwise materially impair, delay or prevent any Person from financing any Acquisition Proposal contemplated by this Section 5.02(a).

Go-Shop. Notwithstanding anything any provision in this Agreement to the contrary contained in this Agreementcontrary, during the period beginning commencing on the date of this Agreement and continuing until 12:01 a.m. 11:59 p.m. Central time on the 30th thirty-fifth (35th) day after following the date of this Agreement (such latter date, the “No-Shop Period Start Date” and such period of time, the “Go-Shop Period”), the Company and its Subsidiaries and their respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) Representatives shall have the right to (iand may without restriction hereunder, but subject to the conditions set forth in this Agreement), directly or indirectly: (a) solicit, initiate, propose or induce the makinginduce, submission or announcement of, or encouragepropose, facilitate or assistencourage any Alternative Proposals or any proposal, any proposal offer, inquiry or offer request that constitutes, or that could constitutewould reasonably be expected to result in or lead to, an Acquisition Alternative Proposal, ; (iib) pursuant subject to the prior entry into an Acceptable Confidentiality Agreement Agreement, furnish to any Person and third party or its Representatives any information (including non-public information and data) relating to the Company and afford to such third party or any of its Subsidiaries and affording Representatives access to non-public information related to the business, properties, personnel, assets, books, records or and other non-public informationinformation of the Company, in each such case with the intent to solicit, initiate, induce, propose, facilitate or encourage any Alternative Proposal or any proposal, offer, inquiry or request that constitutes, or would reasonably be expected to any personnelresult in or lead to, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any designees of Parent or Merger Sub) to any Person (and its Representatives, including potential financing sources of such Person)an Alternative Proposal; provided, that the Company shall promptly (and in any event within twenty-four (24) hours) provide to Parent and Merger Sub its Representatives, or provide Parent and its Representatives access to, any material such non-public information or data concerning the Company that is provided by or on behalf of the Company to any Person given such access third party or its Representatives that was not previously provided or made available to Parent or Merger Sub prior to or promptly (and in any event, within 48 hours) following the time it is provided to such Person or its Representatives, and ; and (iiic) engage in, enter into, continue or otherwise participate in, any discussions or negotiations with any Person (and their respective Representatives, including potential financing sources of such Person) with respect to any Acquisition Proposal (or inquiries, proposals or offers or other efforts or attempts that could lead to an Acquisition Proposal) and cooperate with or assist or participate in with or facilitate any such inquiries, proposals, offers, discussions or negotiations Alternative Proposal or any effort proposal, offer, inquiry or attempt request that constitutes, or would reasonably be expected to make any Acquisition Proposalsresult in or lead to, an Alternative Proposal, including granting that the Company may grant a waiver, amendment or release waiver under any pre-existing “standstill provision” or similar provision obligation of any third party with respect to the extent necessary Company to allow for such third party to submit or amend an Acquisition Alternative Proposal to be made on a confidential basis to the Company Board (or the Company Special Committee) or amendment to an Acquisition Proposal to be made to the Company or the Company Board (or the Company Special Committeeany committee thereof).

Go-Shop. Notwithstanding anything in this Agreement to the contrary contained in this Agreementcontrary, during the period beginning on the date of this Agreement and continuing until 12:01 a.m. 11:59 p.m. (New York City time) on the 30th twenty-eighth (28th) calendar day after the date of this Agreement (the “NoGo-Shop Period Start DatePeriod”), the Company and its Subsidiaries and their respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) shall have the right to to: (i) solicit, initiate, propose solicit and encourage any inquiry or induce the making, submission making of any proposals or announcement of, offers from a single Person who is not an investment fund or encourage, facilitate or assist, any proposal or offer a financial sponsor and who has made a written Acquisition Proposal prior to the date hereof (the “Excluded Person” ) that constitutes, or that could constitutereasonably be expected to lead to, an Acquisition Proposal and to otherwise facilitate any effort or attempt by the Excluded Person to make an Acquisition Proposal, (ii) including by way of providing access to non-public information to the Excluded Person pursuant to an Acceptable Confidentiality Agreement furnish to any Person and its Representatives any information (including non-public information and data) relating to the Company or any of its Subsidiaries and affording access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any designees of Parent or Merger Sub) to any Person (and its Representatives, including potential financing sources of such Person)Agreement; provided, that the Company shall provide promptly (and in any event within twenty-four (24) hours thereafter) make available to Parent and Merger Sub any material non-public information or data that is provided by or on behalf of concerning the Company or its Subsidiaries that the Company provides to any the Excluded Person given such access that was not previously made available to Parent or Merger Sub prior to or promptly Sub; (and in any eventii) initiate, within 48 hours) following the time it is provided to such Person or its Representatives, and (iii) engage in, enter into, continue or otherwise participate in, in any discussions or negotiations with any the Excluded Person (and their respective Representatives, including potential financing sources of such Person) with respect to regarding any Acquisition Proposal Proposal; or (or inquiriesiii) otherwise cooperate with, proposals or offers or other efforts or attempts that could lead to an Acquisition Proposal) and cooperate with or assist or participate in or facilitate any such inquiries, proposals, offers, discussions or negotiations with, or any effort or attempt to make any Acquisition ProposalsProposal by, including granting a waiver, amendment or release under any pre-existing standstill or similar provision to the extent necessary to allow for an Acquisition Proposal to be made to the Company Board (or the Company Special Committee) or amendment to an Acquisition Proposal to be made to the Company or the Company Board (or the Company Special Committee)Excluded Person.

Go-Shop. Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of this Agreement and continuing until 12:01 a.m. 11:59 p.m. New York City time on the 30th day after the date of this Agreement December 9, 2019 (the “No-Shop Period Start Date”), the Company and its Subsidiaries and their respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) shall have the right to (i) solicit, initiate, propose or induce the making, submission or announcement of, or encourage, facilitate or assist, any proposal or offer that constituteswould constitute, or that could constitutewould reasonably be expected to lead to, an Acquisition a Company Takeover Proposal, (ii) pursuant to an Acceptable Confidentiality Agreement furnish to any Person and its Representatives any provide information (including non-public information and data) relating to the Company or any of its Subsidiaries and affording afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any designees of Parent or Merger Sub) to any Person (and its Representatives, including potential financing sources sources) pursuant to an Acceptable Confidentiality Agreement; provided that competitively sensitive information or data provided to any such Person who is or whose Affiliates are a competitor of the Company or any of its Subsidiaries will only be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such Person)information or data; provided, that further, the Company shall provide to Parent and Merger Sub any material non-public information or data that is provided by or on behalf of the Company to any Person given such access that was not previously made available to Parent or Merger Sub prior to or promptly (and in any event, within 48 hours) following substantially concurrently with the time it is provided to such Person or its RepresentativesPerson, and (iii) engage in, enter into, continue or otherwise participate in, any discussions or negotiations with any Person Persons (and their respective Representatives, including potential financing sources of such Personsources) with respect to any Acquisition Proposal Company Takeover Proposals (or inquiries, proposals or offers or other efforts or attempts that could would reasonably be expected to lead to an Acquisition a Company Takeover Proposal) and (iv) cooperate with or assist or participate in or facilitate any such inquiries, proposals, offers, discussions or negotiations or any effort or attempt to make any Acquisition Company Takeover Proposals, including granting a waiver, amendment or release under any pre-existing standstill or similar provision to the extent necessary to allow for an Acquisition a confidential Company Takeover Proposal or amendment to a confidential Company Takeover Proposal to be made to the Company Board Company. As promptly as reasonably practicable, and in any event within one (or 1) Business Day following the No-Shop Period Start Date, the Company Special Committee) shall deliver to Parent a written notice setting forth the identity of each Person or amendment to an Acquisition Proposal to be made to group of Persons from whom the Company or any of its Representatives has received a Company Takeover Proposal prior to the Company Board (or the Company Special Committee)No-Shop Period Start Date.

Go-Shop. Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of this Agreement and continuing until 12:01 a.m. on the 30th calendar day after the date of this Agreement (the “No-Shop Period Start Date”), the Company and its Subsidiaries Affiliates and their respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) Representatives shall have the right to (i) solicit, initiate, propose or induce the making, submission or announcement of, or encourage, facilitate or assist, any inquiry, proposal or offer that constitutes, or that could constitute, an Acquisition Proposal, (ii) pursuant to an Acceptable Confidentiality Agreement furnish to any Person and its Representatives any including by providing information (including non-public information and data) relating to the Company or any of its Subsidiaries and affording access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any designees of Parent or Merger Sub) to any Person (and its Representatives, including potential financing sources of such Person); provided, that the Company shall provide ) pursuant to Parent and Merger Sub any material non-public information or data that is provided by or on behalf of the Company to any Person given such access that was not previously made available to Parent or Merger Sub prior to or promptly (and in any event, within 48 hours) following the time it is provided to such Person or its Representatives, an Acceptable Confidentiality Agreement and (iiiii) engage in, enter into, continue or otherwise participate in, any discussions or negotiations with any Person (and their respective Representatives, including potential financing sources of such Person) with respect to any Acquisition Proposal Proposals (or inquiries, proposals or offers or any other efforts effort or attempts attempt that could lead to an Acquisition Proposal) and cooperate with or assist or participate in or facilitate any such inquiries, proposals, offers, discussions or negotiations or any effort or attempt to make any Acquisition ProposalsProposals or other proposals that could lead to any Acquisition Proposal, including granting a waiver, amendment or release under any pre-existing standstill or similar provision to the extent necessary to allow for an Acquisition Proposal to be made to the Company Board (or the Company Special Committee) or amendment to an Acquisition Proposal to be made to the Company or the Company Board (or the Company Special Committee)Board.

Go-Shop. Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of this Agreement and continuing until 12:01 a.m. on the 30th 45th day after the date of this Agreement (the “No-Shop Period Start Date”), the Company and its Subsidiaries and their respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) shall have the right to directly or indirectly (i) solicit, initiate, propose propose, cause or induce the making, submission or announcement of, or encourage, facilitate or assist, whether publicly or otherwise, any Acquisition Proposal (or any inquiry, proposal or offer that constitutes, or that could constitutelead to, an Acquisition Proposal), (ii) pursuant to an Acceptable Confidentiality Agreement Agreement, furnish to any Person and its Representatives any information (including non-public information and data) relating to the Company or any of its Subsidiaries and affording afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any designees of Parent or Merger Sub) to any Person (and its Representatives, including potential financing sources of such Personsources); provided, provided that the Company shall provide or make available to Parent and Merger Sub any material non-public information or data that is provided by or on behalf of the Company to any Person given such access that was not previously provided or made available to Parent or Merger Sub prior to or promptly (and and, in any event, within 48 24 hours) following the time it is provided to such Person or its RepresentativesRepresentatives (including potential financing sources), and (iii) engage in, enter into, continue continue, maintain, or otherwise participate in, any discussions or negotiations with any Person Persons (and their respective Representatives, including potential financing sources of such Personsources) with respect to any Acquisition Proposal (or inquiries, proposals or offers or other efforts or attempts that could lead to an Acquisition Proposal) and cooperate with or assist or participate in or facilitate any such inquiries, proposals, offers, discussions or negotiations or any effort or attempt to make any Acquisition Proposals, including granting a waiver, amendment or release under any pre-existing standstill or similar provision to the extent necessary to allow for an Acquisition Proposal to be made to the Company Board (or the Company Special Committee) or amendment to an Acquisition Proposal to be made to the Company or the Company Board (or the Company Special Committee).

Go-Shop. Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of this Agreement and continuing until 12:01 a.m. 11:59 p.m. New York time on the 30th day after the date of this Agreement (the “No-Shop Period Start Date”)March 4, 2022, the Company and any of its Subsidiaries and Affiliates and its and their respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) Representatives shall have the right to to: (i) solicit, initiate, propose or propose, induce the making, making or submission or announcement of, encourage or encouragefacilitate in any way any offer, facilitate inquiry or assist, any proposal or offer that constitutes, or that could constitutereasonably be expected to lead to, an a Company Acquisition Proposal, including by (iiA) pursuant to an Acceptable Confidentiality Agreement furnish providing, furnishing or making available to any Person (and its Representatives Representatives) any information (including non-public information and or data) relating to the Company or Company, any of its Subsidiaries or their respective businesses, properties or assets and (B) affording access to the business, properties, assets, books, records or other non-public information, or to any personnel, personnel of the Company or any of and its Subsidiaries (other than Parent, Merger Sub or any designees of Parent or Merger Sub) to any Person (and its Representatives), including potential financing sources in the case of each of clause (A) and (B), for the purpose described in this clause (i) and only to those Persons that have entered into a confidentiality agreement with the Company having provisions that are not materially less favorable to the Company than the provisions of the Confidentiality Agreement; provided that (x) such Person); provided, confidentiality agreement does not contain provisions which prohibit the Company from providing information to Parent or its Representatives as required by Section 6.4(d) or that otherwise prohibits the Company from complying with the provisions of Section 6.4(d) or otherwise would cause the Company to breach this Agreement in any material respect and (y) the Company shall provide access to Parent and Merger Sub of any material non-public information that the Company has provided, or data 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 (whether prior to or after the execution of this Agreement) to Parent or Merger Sub prior to or promptly (and in any event, within 48 hours) following substantially concurrently with the time it is provided to such Person or its Representativesand, unless otherwise agreed by Parent, in the same manner so provided to such Person; and (iiiii) engage incontinue, enter into, continue engage in or otherwise participate in, in any discussions or negotiations with any Person (and their respective Representatives, including potential financing sources of such Person) with respect to regarding any Company Acquisition Proposal Proposals (or inquiries, offers or proposals or offers any other effort or other efforts or attempts attempt that could reasonably be expected to lead to an a Company Acquisition Proposal) ), and cooperate with or assist or participate in in, or facilitate facilitate, any such inquiries, offers, proposals, offers, discussions or negotiations or any effort or attempt to make any Company Acquisition Proposals or other proposals that could reasonably be expected to lead to Company Acquisition Proposals, including by granting a limited waiver, amendment or release under any pre-existing standstill “standstill” or other similar provision to the extent necessary to allow for an a Company Acquisition Proposal or amendment to a Company Acquisition Proposal to be made to the Company Board (or the Company Special Committee) or amendment to an Acquisition Proposal to be made by such Person to the Company or the Company Board (or the Company Special Committee)on a confidential basis.

Go-Shop. Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of this Agreement and continuing until 12:01 a.m. on the 30th 46th day after the date of this Agreement (the “No-Shop Period Start Date”), the Company and its Subsidiaries and their respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) shall have the right to (i) solicit, initiate, propose or induce the making, submission or announcement of, or encourage, facilitate or assist, any proposal or offer that constitutes, or that could constitute, constitute an Acquisition Proposal, (ii) pursuant to an Acceptable Confidentiality Agreement Agreement, furnish to any Person and its Representatives any information (including non-public information and data) relating to the Company or any of its Subsidiaries and affording afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any designees of Parent or Merger Sub) to any Person (and its Representatives, including potential financing sources of such Personsources); provided, provided that the Company shall provide to Parent and Merger Sub any material non-public information or data that is provided by or on behalf of the Company to any Person given such access that was not previously made available to Parent or Merger Sub prior to or promptly (and and, in any event, within 48 24 hours) following the time it is provided to such Person or its RepresentativesRepresentatives (including potential financing sources), and (iii) engage in, enter into, continue or otherwise participate in, any discussions or negotiations with any Person Persons (and their respective Representatives, including potential financing sources of such Personsources) with respect to any Acquisition Proposal (or inquiries, proposals or offers or other efforts or attempts that could lead to an Acquisition Proposal) and cooperate with or assist or participate in or facilitate any such inquiries, proposals, offers, discussions or negotiations or any effort or attempt to make any Acquisition Proposals, including granting a waiver, amendment or release under any pre-existing standstill or similar provision to the extent necessary to allow for an a confidential Acquisition Proposal to be made to the Company Board (or the Company Special Committee) or amendment to an a confidential Acquisition Proposal to be made to the Company or the Company Board (or the Company Special Committee)Board.

Go-Shop. Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of this Agreement and continuing until 12:01 a.m. on the 30th 46th day after the date of this Agreement (the “No-Shop Period Start Date”), the Company and its Subsidiaries Affiliates and their respective directors, officers, employees, investment bankers, attorneys, consultants, accountants and other advisors or representatives (collectively, “Representatives”) shall have the right to (i) solicit, initiate, propose or induce the making, submission or announcement of, or encourage, facilitate or assist, any inquiry, proposal or offer that constitutes, constitutes or that could constitutereasonably be expected to lead to, an Acquisition Proposal, (ii) pursuant to an Acceptable Confidentiality Agreement furnish to any Person and its Representatives any including by providing information (including non-public information and data) relating to the Company or any of its Subsidiaries and affording access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any designees of Parent or Merger Sub) 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 access to Parent and Merger Sub any material non-public information or data that is provided by or on behalf of the Company 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 prior to or promptly (and in any event, within 48 hours) following concurrently with the time it is provided to such Person or, with respect to such information conveyed verbally, promptly thereafter; provided, further, that if such Person is a competitor of the Company and its Subsidiaries, the Company shall not provide any information that in the good faith determination of the Company constitutes commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 5.3(a) other than in accordance with “clean room” or its Representatives, other similar procedures designed to limit any potential adverse effect on the Company from sharing such information and (iiiii) engage in, enter into, continue or otherwise participate in, any discussions or negotiations with any Person (and their respective Representatives, including potential financing sources of such Person) with respect to any Acquisition Proposal Proposals (or inquiries, proposals or offers or any other efforts effort or attempts attempt that could reasonably be expected to lead to an Acquisition Proposal) and cooperate with or assist or participate in or facilitate any such inquiries, proposals, offers, discussions or negotiations or any effort or attempt to make any Acquisition Proposals or other proposals that could reasonably be expected to lead to Acquisition Proposals, including granting a waiver, amendment or release under any pre-existing standstill or similar provision to the extent necessary to allow for an Acquisition Proposal to be made to the Company Board (or the Company Special Committee) or amendment to an Acquisition Proposal to be made to the Company or the Company Board (or the Company Special Committee)Board.

Go-Shop. Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of this Agreement and continuing until 12:01 a.m. New York City time on the 30th day after the date of this Agreement January 23, 2025 (the “No-Shop Period Start Date”), the Company and its Subsidiaries and their respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) Representatives shall have the right to (i) solicit, seek, initiate, propose or induce the making, submission or announcement of, or encourage, facilitate or assist, any proposal Acquisition Proposal or any proposal, Inquiry or offer that constituteswould constitute, or that could constitutewould reasonably be expected to lead to, an Acquisition Proposal, (ii) pursuant to an Acceptable Confidentiality Agreement furnish to any Person and its Representatives any provide information (including non-public information and data) relating to the Company or any of its Subsidiaries Group and affording afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any designees of Parent or Merger Sub) Group to any Person (and and/or its Representatives, including potential financing sources of such Person)sources) pursuant to an Acceptable Confidentiality Agreement; provided, provided that the Company shall promptly provide to the Parent Parties and Merger Sub their Representatives, prior to or substantially concurrently with the time such non-public information or data is provided to such other Person or its Representatives, access to any material non-public information or data that is provided by or on behalf of the Company to any Person given such access that was not previously made available to the Parent Parties or Merger Sub prior to or promptly (and in any event, within 48 hours) following the time it is provided to such Person or its their Representatives, and (iii) engage in, enter into, continue or otherwise participate in, any discussions or negotiations with any Person (and their respective and/or its Representatives, including potential financing sources of such Personsources) with respect to any Acquisition Proposal or Inquiry and (or inquiries, proposals or offers or other efforts or attempts that could lead to an Acquisition Proposaliv) and cooperate with or assist or participate in or facilitate any such inquiries, proposals, offers, discussions Acquisition Proposal or negotiations any Inquiry or any effort or attempt to make any Acquisition ProposalsProposal, including granting a waiver, amendment or release under any pre-existing standstill or similar provision to the extent necessary to allow for an a confidential Acquisition Proposal or amendment to a confidential Acquisition Proposal to be made to the Company Board (or the Company Special Committee) or amendment to an Acquisition Proposal to be made to the Company or the Company Board (or the Company Special Committee)Company.

Go-Shop. Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of this Agreement and continuing until 12:01 a.m. 11:59 p.m. New York City time on the 30th day after the date of this Agreement September 23, 2019 (the “No-Shop Period Start Date”), the Company and its Subsidiaries and their respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) shall have the right to (i) solicit, initiate, propose or induce the making, submission or announcement of, or encourage, facilitate or assist, any proposal or offer that constitutes, or that could constitute, an Acquisition constitute a Company Takeover Proposal, (ii) pursuant to an Acceptable Confidentiality Agreement furnish to any Person and its Representatives any provide information (including non-public information and data) relating to the Company or any of its Subsidiaries and affording afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any designees of Parent or Merger Sub) to any Person (and its Representatives, including potential financing sources sources) pursuant to an Acceptable Confidentiality Agreement; provided that competitively sensitive information or data provided to any such Person who is or whose Affiliates are a competitor of the Company or any of its Subsidiaries will only be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such Person)information or data; provided, that further, the Company shall provide to Parent and Merger Sub any material non-public information or data that is provided by or on behalf of the Company to any Person given such access that was not previously made available to Parent or Merger Sub prior to or promptly (and in any event, within 48 hours) following substantially concurrently with the time it is provided to such Person or its RepresentativesPerson, and (iii) engage in, enter into, continue or otherwise participate in, any discussions or negotiations with any Person Persons (and their respective Representatives, including potential financing sources of such Personsources) with respect to any Acquisition Proposal Company Takeover Proposals (or inquiries, proposals or offers or other efforts or attempts that could would reasonably be expected to lead to an Acquisition a Company Takeover Proposal) and (iv) cooperate with or assist or participate in or facilitate any such inquiries, proposals, offers, discussions or negotiations or any effort or attempt to make any Acquisition Company Takeover Proposals, including granting a waiver, amendment or release under any pre-existing standstill or similar provision to the extent necessary to allow for an Acquisition a confidential Company Takeover Proposal or amendment to a confidential Company Takeover Proposal to be made to the Company. As promptly as reasonably practicable, and in any event within one (1) Business Day following the No-Shop Period Start Date, the Company Board shall deliver to Parent a written notice setting forth the identity of each Excluded Party and each other Person that, to the Knowledge of the Company, has (or the Company Special Committeeis expected to have) or amendment to an Acquisition Proposal to be made to the Company or the Company Board a more than ten percent (or the Company Special Committee)10%) equity interest in such Excluded Party.

Go-Shop. Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of this Agreement and continuing until 12:01 a.m. (Eastern time) on the 30th day after the date of this Agreement June 10, 2024 (the “No-Shop Period Start Date”), the Company and its Subsidiaries and their respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) Representatives shall have the right to to: (i) solicit, seek, initiate, propose or induce the making, submission or announcement of, or encourage, facilitate or assist, any proposal Acquisition Proposal or any proposal, Inquiry or offer that constituteswould constitute, or that could constitutewould reasonably be expected to lead to, an Acquisition Proposal, (ii) pursuant to an Acceptable Confidentiality Agreement furnish to any Person and its Representatives any provide information (including non-public information and data) relating to the Company or any of its Subsidiaries and affording afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any designees of Parent or Merger Sub) to any Person (and and/or its Representatives, including potential financing sources of such Person)sources) pursuant to an Acceptable Confidentiality Agreement; provided, provided that the Company shall promptly (and in any event within 24 hours) provide to Parent and Merger Sub Sub, or promptly (and in any material event within 24 hours) provide Parent and its Representatives access to, any non-public information or data that is provided by or on behalf of the Company to any Person given such access that was not previously made available to Parent or Parent, Merger Sub prior or their Representatives and shall not provide to or promptly (and in any event, within 48 hours) following the time it is provided to such Person any non-public information or its data of or relating to Parent, Merger Sub or any of their respective affiliates or Representatives, and (iii) engage in, enter into, continue or otherwise participate in, any discussions or negotiations with any Person Persons (and their respective Representatives, including potential financing sources of such Personsources) with respect to any Acquisition Proposal Proposals or Inquiries, and (or inquiries, proposals or offers or other efforts or attempts that could lead to an Acquisition Proposaliv) and cooperate with or assist or participate in or facilitate any Acquisition Proposal or any such inquiries, proposals, offers, discussions or negotiations Inquiries or any effort or attempt to make any Acquisition ProposalsProposal, including granting a waiver, amendment or release under any pre-existing standstill or similar provision to the extent necessary to allow for an a confidential Acquisition Proposal or amendment to a confidential Acquisition Proposal to be made to the Company Board Company. As promptly as reasonably practicable, and in any event within one (or 1) Business Day following the No-Shop Period Start Date, the Company Special Committee) shall deliver to Parent a written notice setting forth the identity of each Person or amendment to an Acquisition Proposal to be made to group of Persons from whom the Company or any of its Representatives has received an Acquisition Proposal, in each case, prior to the Company Board (or the Company Special Committee)No-Shop Period Start Date.