Common use of Other Potential Bidders Clause in Contracts

Other Potential Bidders. The Company shall, directly or ----------------------- indirectly, furnish information and access, in each case in response to unsolicited requests therefor, received prior to or after the date of this Agreement, to the same extent permitted by Section 5.01 hereof, to any person or entity pursuant to appropriate confidentiality agreements, and may participate in discussions and negotiate with any such person or entity concerning any merger, sale of assets, sale of shares of capital stock or similar transaction involving the Company or (any such transaction being referred to herein as a "Competing Transaction"), if the Special Committee determines that such action is appropriate in light of its fiduciary obligations to the Company's stockholders after consultation with counsel. In addition, the Company shall direct its officers and other appropriate personnel to cooperate with and be reasonably available to consult with any such entity or group. Except as set forth above, the Company shall not solicit, participate in or initiate discussion or negotiations with, or provide any information to, any person or entity (other than Newco or its affiliates or associates) concerning any merger, sale of assets, sale of shares of capital stock or similar transaction involving the Company.

Other Potential Bidders. The Company shall, directly or ----------------------- indirectly, furnish information and access, in each case in response to unsolicited requests therefor, received prior to or after the date of this Agreement, to the same extent permitted by Section 5.01 5.3 hereof, to any person or entity Person pursuant to appropriate confidentiality agreements, and may participate in discussions and negotiate with any such person or entity Person concerning any merger, sale of assets, sale of shares of capital stock or similar transaction involving the Company or any Company Subsidiary or division of the Company (any such transaction being referred to herein as a "Competing Transaction"), if the Special Committee determines that such action is appropriate necessary in light of its fiduciary obligations to the Company's stockholders shareholders after consultation with counsel. In addition, the Company shall direct its officers and other appropriate personnel to cooperate with and be reasonably available to consult with any such entity or groupPerson. Except as set forth above, the Company shall not solicit, participate in or initiate discussion discussions or negotiations with, or provide any information to, any person or entity Person (other than Newco or its affiliates or associatesBuyer) concerning any merger, sale of assets, sale of shares of capital stock or similar transaction involving the Company or any Company Subsidiary or division of the Company.

Other Potential Bidders. The Company shall, directly or ----------------------- indirectly, furnish information and access, in each case in response to unsolicited requests therefor, therefor received prior to or after the date of this Agreement, to the same extent permitted by Section 5.01 6.3 hereof, to any person or entity Person pursuant to appropriate confidentiality agreements, and may participate in discussions and negotiate with any such person or entity Person concerning any merger, sale of assets, sale of shares of capital stock or similar transaction involving the Company or any division of the Company (any such transaction being referred to herein as a "Competing Transaction"), if the Special Committee determines that such action is appropriate necessary in light of its fiduciary obligations to the Company's stockholders after consultation with counsel. In addition, the Company shall direct its officers and other appropriate personnel to cooperate with and be reasonably available to consult with any such entity or groupPerson. Except as set forth above, the Company shall not solicit, participate in or initiate discussion discussions or negotiations with, or provide any information to, any person or entity Person (other than Newco or its affiliates or associatesBuyer) concerning any merger, sale of assets, sale of shares of capital stock or similar transaction involving the Company or any division of the Company.