Common use of Other Potential Acquirors Clause in Contracts

Other Potential Acquirors. (a) The Company, its affiliates and their respective officers, directors, employees, representatives and agents shall immediately cease any existing discussions or negotiations, if any, with any parties conducted heretofore with respect to any acquisition of all or any material portion of the assets of, or any equity interest in, the Company or its Subsidiaries or any business combination with the Company or its Subsidiaries. The Company may, directly or indirectly, furnish information and access, in each case only in response to unsolicited requests therefor, to any corporation, partnership, person or other entity or group pursuant to confidentiality agreements, and may participate in discussions and negotiate with such entity or group concerning any merger, sale of assets, sale of shares of capital stock or similar transaction involving the Company or any Subsidiary or division of the Company, if such entity or group has submitted a written proposal to the Company Board relating to any such transaction and the Company Board determines in its good faith judgment, after consultation with and based upon the advice of independent legal counsel, that it is required to do so to comply with its fiduciary duties to stockholders under applicable law. The Company Board shall provide a written notice to Parent and Acquisition describing in reasonable detail the material terms and conditions of any such proposal as promptly as reasonably practicable following prompt consideration thereof by the Company Board and shall keep Parent and Acquisition advised thereafter of material developments with respect thereto as promptly as reasonably practicable. Except as set forth above, neither the Company nor any of its affiliates shall, nor shall the Company authorize or permit any of its or their respective officers, directors, employees, representatives or agents to directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with, or provide any information to, any corporation, partnership, person or other entity or group (other than Parent and Acquisition, any affiliate or associate of Parent and Acquisition or any designees of Parent and Acquisition) concerning any merger, sale of assets, sale of shares of capital stock or similar transaction involving the Company or any Subsidiary or division of the Company; provided, however, that nothing herein shall prevent the Company Board from taking, and disclosing to the Company's stockholders, a position contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any tender offer; provided, further, that nothing herein shall prevent the Company Board from making such disclosure to the Company's stockholders as, in the good faith judgment of the Company Board, after consultation with and based upon the advice of independent legal counsel, is required to comply with its fiduciary duties to stockholders under applicable law.

Other Potential Acquirors. (a) The Company, ------------------------- its affiliates and their respective officers, directors, employees, representatives and agents shall immediately cease any existing discussions or negotiations, if any, with any parties conducted heretofore with respect to any acquisition of all or any material portion of the assets of, or any equity interest in, the Company or its Subsidiaries subsidiaries or any business combination with the Company or its Subsidiariessubsidiaries. The Company may, directly or indirectly, furnish information and access, in each case only in response to unsolicited requests therefor, to any corporation, partnership, person or other entity or group pursuant to confidentiality agreements, and may participate in discussions and negotiate with such entity or group concerning any merger, sale of assets, sale of shares of capital stock or similar transaction involving the Company or any Subsidiary subsidiary or division of the Company, if such entity or group has submitted a written proposal to the Company Board (whether or not in writing) relating to any such transaction and the Company Board by a majority vote determines in its good faith judgment, after consultation with and based upon the advice of independent legal counsel, that it is required necessary to do so to comply with its fiduciary duties to stockholders shareholders under applicable law. The Company Board shall provide a written notice to Parent and Acquisition describing in reasonable detail the material terms and conditions copy of any such written proposal as promptly as reasonably practicable following prompt consideration and a summary of any oral proposal to Parent or Acquisition within 24 hours after receipt thereof by the Company Board and shall thereafter keep Parent and Acquisition promptly advised thereafter of any material developments development with respect thereto as promptly as reasonably practicablethereto. Except as set forth above, neither the Company nor any of its affiliates shall, nor shall the Company authorize or permit any of its or their respective officers, directors, employees, representatives or agents to directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with, or provide any information to, any corporation, partnership, person or other entity or group (other than Parent and Acquisition, any affiliate or associate of Parent and Acquisition or any designees of Parent and Acquisition) concerning any merger, sale of assets, sale of shares of capital stock or similar transaction involving the Company or any Subsidiary subsidiary or division of the Company; provided, however, that nothing herein shall prevent the Company Board from taking, and disclosing to the Company's stockholdersshareholders, a position contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any tender offer; provided, further, that nothing herein shall prevent the Company Board from making such disclosure to the Company's stockholders shareholders as, in the good faith judgment of the Company Board, after consultation with and based upon the advice of independent legal counsel, is required necessary to comply with its fiduciary duties to stockholders shareholders under applicable law.

Other Potential Acquirors. (a) The Company, its ------------------------- affiliates and their respective officers, directors, employees, representatives and agents shall immediately cease any existing discussions or negotiations, if any, with any parties conducted heretofore with respect to any acquisition of all or any material portion of the assets of, or any equity interest in, the Company or its Subsidiaries subsidiaries or any business combination with the Company or its Subsidiariessubsidiaries. The Company may, directly or indirectly, furnish information and access, in each case only in response to unsolicited requests therefor, to any corporation, partnership, person or other entity or group pursuant to confidentiality agreements, and may participate in discussions and negotiate with such entity or group concerning any merger, sale of assets, sale of shares of capital stock or similar transaction involving the Company or any Subsidiary subsidiary or division of the Company, if such entity or group has submitted a written proposal to the Company Board relating to any such transaction and the Company Board by a majority vote determines in its good faith judgment, after consultation with and based upon the advice of independent legal counsel, that it is required necessary to do so to comply with its fiduciary duties to stockholders shareholders under applicable law. The Company Board shall (i) provide a copy of any such written notice proposal and a summary of any oral proposal to Parent or Acquisition immediately after receipt thereof (and Acquisition describing in reasonable detail shall specify the material terms and conditions of any such proposal as promptly as reasonably practicable following prompt consideration thereof by and identify the Company Board person making such proposal), (ii) afford Parent a reasonable opportunity to respond to such proposal and shall (iii) keep Parent and Acquisition promptly advised thereafter of material developments any development with respect thereto as promptly as reasonably practicablethereto. Except as set forth above, neither the Company nor any of its affiliates shall, nor shall the Company authorize or permit any of its or their respective officers, directors, employees, representatives or agents to directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with, or provide any information to, any corporation, partnership, person or other entity or group (other than Parent and Acquisition, any affiliate or associate of Parent and Acquisition or any designees of Parent and Acquisition) concerning any merger, sale of assets, sale of shares of capital stock or similar transaction involving the Company or any Subsidiary subsidiary or division of the Company; provided, however, that nothing herein shall prevent the Company Board from taking, and disclosing to the Company's stockholdersshareholders, a position contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any tender offer; provided, further, that nothing herein shall prevent the Company Board from making such disclosure to the Company's stockholders shareholders as, in the good faith judgment of the Company Board, after consultation with and based upon the advice of independent legal counsel, is required necessary to comply with its fiduciary duties to stockholders shareholders under applicable law.

Other Potential Acquirors. (a) The CompanyCompany agrees that it shall not, nor shall it permit any of its affiliates and their respective officerssubsidiaries to, directorsnor shall it authorize or permit any officer, employees, representatives and agents shall immediately cease any existing discussions director or negotiations, if any, with any parties conducted heretofore with respect to any acquisition of all or any material portion of the assets employee of, or any equity interest ininvestment banker, attorney or other advisor or representative of, the Company or any of its Subsidiaries or any business combination with the Company or its Subsidiaries. The Company maysubsidiaries to, directly or indirectly, (i) solicit or initiate, or encourage any inquiries regarding, or the submission of, any Takeover Proposal, (ii) participate in any discussions or negotiations regarding, or furnish information and access, in each case only in response to unsolicited requests therefor, to any corporationperson any information with respect to, partnershipor take any other action to facilitate any inquiries or the making of any proposal that constitutes, person or other entity may reasonably be expected to lead to, any Takeover Proposal (iii) enter into any agreement with respect to any Takeover Proposal or group pursuant approve or resolve to confidentiality agreements, and may participate in discussions and negotiate with such entity approve any Takeover Proposal or group concerning (iv) grant any merger, sale of assets, sale of shares of capital stock waiver or release under any Standstill or similar transaction involving agreement; PROVIDED, HOWEVER, that nothing in this Section 5.2 shall prevent the Company or any Subsidiary its Board of Directors from furnishing non-public information to, or division of the Company, if such entity or group has submitted a written proposal to the Company Board relating to any such transaction and the Company Board determines in its good faith judgment, after consultation with and based upon the advice of independent legal counsel, that it is required to do so to comply with its fiduciary duties to stockholders under applicable law. The Company Board shall provide a written notice to Parent and Acquisition describing in reasonable detail the material terms and conditions of any such proposal as promptly as reasonably practicable following prompt consideration thereof by the Company Board and shall keep Parent and Acquisition advised thereafter of material developments with respect thereto as promptly as reasonably practicable. Except as set forth above, neither the Company nor any of its affiliates shall, nor shall the Company authorize or permit any of its or their respective officers, directors, employees, representatives or agents to directly or indirectly, encourage, solicit, participate in or initiate entering into discussions or negotiations with, or provide any information toa person that makes an unsolicited written bona fide Takeover Proposal, any corporation, partnership, if and only to the extent that (i) such person or other entity or group (other than Parent and Acquisition, any affiliate or associate has made a bona fide Takeover Proposal in writing to the Board of Parent and Acquisition or any designees of Parent and Acquisition) concerning any merger, sale of assets, sale of shares of capital stock or similar transaction involving the Company or any Subsidiary or division Directors of the Company; provided, however, that nothing herein shall prevent (ii) the Company Board from taking, and disclosing to the Company's stockholders, a position contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any tender offer; provided, further, that nothing herein shall prevent the Company Board from making such disclosure to the Company's stockholders as, in the good faith judgment of Directors of the Company Boarddetermines in good faith that such proposal would, if so completed, result in a Superior Proposal (as defined below), (iii) the Board of Directors of the Company, after consultation with and based upon the advice of independent outside legal counsel, is required by a majority vote determines in good faith that the failure to comply with take such action would likely constitute a breach of its fiduciary duties to stockholders the holders of Company Common Stock under applicable law, and (iv) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, the Board of Directors receives from such person an executed confidentiality agreement in form and substance similar to the Confidentiality Agreement dated December 11, 2000 between the Company and Parent (the "CONFIDENTIALITY AGREEMENT").