Common use of Go-Shop Clause in Contracts

Go-Shop. Notwithstanding anything to the contrary contained in this Agreement, during the period beginning at the time of execution of this Agreement and continuing until 11:59 p.m., Eastern Time, on April 11, 2022 (the “No-Shop Period Start Date”), the Company and its Affiliates and their respective directors, officers, employees, investment bankers, attorneys, consultants, accountants and other advisors 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 or could reasonably be expected to lead to, an Acquisition Proposal, 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 personnel, of the Company or any of its Subsidiaries to any Person (and to such Person’s Representatives, including potential financing sources of such Person) pursuant to an Acceptable Confidentiality Agreement; provided, that, subject to applicable Law and any applicable “clean team” or similar arrangement, the Company shall provide to Parent and Merger Sub any non-public information or data that is provided to any third party given such access that was not previously made available to Parent or Merger Sub prior to or promptly (and in any event within twelve hours) following the time it is provided to such third party, (ii) 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 Proposals (or inquiries, proposals or offers or any other effort or 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 Acquisition Proposal (or any other effort or attempt that could lead to an 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 or amendment to an Acquisition Proposal to be made to the Company or the Company Board.

Go-Shop. Notwithstanding anything to the contrary contained in this Agreement, during the period beginning at on the time of execution date of this Agreement and continuing until 11:59 p.m., Eastern Time, 12:01 a.m. on April 11, 2022 the 30th day after the date of this Agreement (the “No-Shop Period Start Date”), the Company and its Affiliates Subsidiaries and their respective directors, officers, employees, investment bankers, attorneys, consultants, accountants and other advisors and 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 reasonably be expected to lead toconstitute, an Acquisition Proposal, including by providing (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, recordsrecords 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 to such Person’s its Representatives, including potential financing sources of such Person) pursuant to an Acceptable Confidentiality Agreement); provided, that, subject to applicable Law and any applicable “clean team” or similar arrangement, 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 third party Person given such access that was not previously made available to Parent or Merger Sub prior to or promptly (and in any event event, within twelve 48 hours) following the time it is provided to such third partyPerson or its Representatives, 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 Proposals Proposal (or inquiries, proposals or offers or any other effort efforts or attempt attempts 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 Acquisition Proposal (such inquiries, proposals, offers, discussions or negotiations or any other effort or attempt that could lead to an make any Acquisition Proposal)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 BoardBoard (or the Company Special Committee).

Go-Shop. Notwithstanding anything to (a) During the contrary contained in this AgreementInterim Period, during the period beginning at the time of execution of this Agreement each Party may and continuing until 11:59 p.m.may cause its Representatives to, Eastern Timedirectly or indirectly, on April 11, 2022 (the “No-Shop Period Start Date”), the Company and its Affiliates and their respective directors, officers, employees, investment bankers, attorneys, consultants, accountants and other advisors and 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 inquiryPerson or group in connection with or in response to an Acquisition Proposal, proposal (iii) engage or offer participate in discussions or negotiations with any Person or group with respect to, or that constitutes or could reasonably be expected to lead to, an Acquisition Proposal, including by providing information (including non-public information and dataiv) relating to the Company approve, endorse or any of its Subsidiaries and affording access to the business, properties, assets, books, recordsrecommend, or personnelpublicly propose to approve, endorse or recommend, any Acquisition Proposal, (v) negotiate or enter into any letter of the Company intent, agreement in principle, acquisition agreement or any of its Subsidiaries other similar agreement related to any Person Acquisition Proposal, or (and to such Person’s Representatives, including potential financing sources of such Personvi) pursuant to an Acceptable Confidentiality Agreement; provided, that, subject to applicable Law and any applicable “clean team” or similar arrangement, the Company shall provide to Parent and Merger Sub any non-public information or data that is provided to release any third party given Person from, or waive any provision of, any confidentiality agreement to which such access that was not previously made available to Parent or Merger Sub prior to or Party is a party. (b) Each Party shall notify the others as promptly as practicable (and in any event within twelve 48 hours) following orally and in writing of the time it is provided to receipt by such third party, Party or any of its Representatives of (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 Proposals (or bona fide inquiries, proposals or offers offers, requests for information or requests for discussions or negotiations regarding or constituting any Acquisition Proposal or any other effort bona fide inquiries, proposals or attempt offers, requests for information or requests for discussions or negotiations that could reasonably be expected to lead to result in an Acquisition Proposal) , and (iiiii) otherwise cooperate with any request for non-public information relating to such Party or assist or participate in or facilitate the making of any Acquisition Proposal its Affiliates (or any other effort or attempt that could lead to an Acquisition ProposalNewegg Subsidiary), specifying in each case, the material terms and conditions thereof (including granting a waivercopy thereof if in writing or a written summary thereof if oral) and the identity of the party making such inquiry, amendment proposal, offer or release under request for information. Each Party shall keep the others promptly informed of the status of any pre-existing standstill such inquiries, proposals, offers or similar provision to the extent necessary to allow requests for an Acquisition Proposal or amendment to an Acquisition Proposal to be made to the Company or the Company Boardinformation.

Go-Shop. Notwithstanding anything to the contrary contained in this Agreement, during the period beginning at on the time of execution date of this Agreement and continuing until 11:59 p.m.p.m. New York City time on December 9, Eastern Time, on April 11, 2022 2019 (the “No-Shop Period Start Date”), the Company and its Affiliates Subsidiaries and their respective directors, officers, employees, investment bankers, attorneys, consultants, accountants and other advisors and 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 would constitute, or could would reasonably be expected to lead to, an Acquisition a Company Takeover Proposal, including by providing (ii) 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, recordsrecords 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 to such Person’s its Representatives, including potential financing sources of such Personsources) pursuant to an Acceptable Confidentiality Agreement; provided, that, 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 applicable Law and any applicable customary “clean team” arrangements regarding access to such information or similar arrangementdata; provided, further, the Company shall provide to Parent and Merger Sub any non-public information or data that is provided to any third party Person given such access that was not previously made available to Parent or Merger Sub prior to or promptly (and in any event within twelve hours) following substantially concurrently with the time it is provided to such third partyPerson, (iiiii) 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 Company Takeover Proposals (or inquiries, proposals or offers or any other effort or attempt efforts that could would reasonably be expected to lead to an Acquisition a Company Takeover Proposal) and (iiiiv) otherwise cooperate with or assist or participate in or facilitate the making of any Acquisition Proposal (such inquiries, proposals, offers, discussions or negotiations or any other effort or attempt that could lead to an Acquisition Proposal)make any 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 an Acquisition 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 shall deliver to Parent a written notice setting forth the identity of each Person or group of Persons from whom the Company or any of its Representatives has received a Company Takeover Proposal prior to the Company BoardNo-Shop Period Start Date.