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 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 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 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. (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.

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 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. 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 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.