Common use of Parent Acquisition Proposals Clause in Contracts

Parent Acquisition Proposals. (1) Except as permitted by, and subject to, Section 5.3(b), Section 5.3(d) and Section 5.3(f), from the date of this Agreement until the earlier of the Merger 1 Effective Time and the date, if any, on which this Agreement is terminated pursuant to Article VII, Parent shall not, and shall cause its Subsidiaries not to, and shall not authorize (and shall use commercially reasonable efforts to cause the Representatives of Parent not to), directly or indirectly through another Person, (i) solicit, initiate, seek or knowingly encourage or knowingly facilitate any inquiry, discussion, request, proposal or offer with respect to, or the announcement, making or completion of, any Parent Acquisition Proposal, or any inquiry, discussion, request, proposal or offer that would reasonably be expected to lead to any Parent Acquisition Proposal, (ii) enter into, continue or otherwise participate or engage in any negotiations or discussions regarding, or furnish to any Person other than the Company or its Representatives, any non-public information or data with respect to any Parent Acquisition Proposal, (iii) approve, recommend, publicly declare advisable or enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, share exchange agreement, consolidation agreement, option agreement, joint venture agreement, partnership agreement or other agreement, in each case, providing for a Parent Acquisition Proposal (other than a Parent Acceptable Confidentiality Agreement pursuant to Section 5.3(b)) or requiring or having the effect of requiring Parent to abandon, terminate or materially breach its obligations hereunder or fail to consummate the Mergers (each, a “Parent Alternative Acquisition Agreement”), or (iv) agree to or propose publicly to do any of the foregoing. Subject to the other provisions of this Section 5.3, from and after the date of this Agreement, Parent agrees that it shall, and shall cause each of its Subsidiaries and shall direct its and their respective Representatives to, immediately cease any solicitations, discussions, negotiations or communications with any Person that may be ongoing with respect to any Parent Acquisition Proposal and shall terminate access of any such Person to any data room (virtual or actual) containing any information relating to Parent or its Subsidiaries with respect to any Parent Acquisition Proposal.

Parent Acquisition Proposals. (1a) Except as permitted by, and subject to, Section 5.3(b), Section 5.3(d) and Section 5.3(f), from During the date of this Agreement until the earlier of the Merger 1 Effective Time and the date, if any, on which this Agreement is terminated pursuant to Article VIINo-Shop Period, Parent shall and its Subsidiaries will not, and shall cause Parent will not authorize, direct or knowingly permit its Subsidiaries not Representatives to, and shall not authorize (and shall use commercially reasonable efforts to cause the Representatives of Parent not to), directly or indirectly through another Person, (i) solicit, initiate, seek solicit or knowingly encourage or knowingly facilitate the making of any inquiry, discussion, request, proposal or offer with respect to, or the announcement, making or completion of, any Parent Acquisition Proposal, or any inquiry, discussion, request, proposal or offer that constitutes, or would reasonably be expected to lead to any result in, a Parent Acquisition Proposal, (ii) engage in, enter into, continue or otherwise participate or engage in any discussions or negotiations or discussions regardingwith any Person with respect to, or furnish to any Person other than the Company or its Representatives, provide any non-public information or data with respect concerning Parent or its Subsidiaries to any Person relating to, any proposal or offer that constitutes, or would reasonably be expected to result in, a Parent Acquisition Proposal (for avoidance of doubt, it being understood that the foregoing will not prohibit Parent or Parent’s Representatives from making such Person aware of the restrictions of this Section ‎5.5 in response to the receipt of a Parent Acquisition Proposal), (iii) approve, recommend, publicly declare advisable or enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding, understanding or agreement in principle, acquisition agreement, merger agreement, share exchange agreement, consolidation agreement, option agreement, joint venture agreement, partnership principle or any other agreement or (other agreement, in each case, providing for than an Acceptable Parent Confidentiality Agreement) relating to a Parent Acquisition Proposal (other than a an “Alternative Parent Acceptable Confidentiality Agreement pursuant to Section 5.3(b)) or requiring or having the effect of requiring Parent to abandon, terminate or materially breach its obligations hereunder or fail to consummate the Mergers (each, a “Parent Alternative Acquisition Agreement”), or (iv) agree authorize, adopt, approve or recommend or publicly propose to authorize, adopt, approve or propose publicly recommend to do the Parent Shareholders, or submit to the Parent Shareholders for a vote at any shareholder meeting, any Parent Acquisition Proposal, provided that nothing in this Section ‎‎5.5(a) shall require Parent to take any action, or prevent Parent from taking any action, which the UK Takeover Panel determines is inconsistent with or in breach of Parent’s obligations under the UK City Code on Takeovers and Mergers (the “UK Code”) or which would prevent Parent from complying with its obligations under the UK Code. To the extent that Parent believes (after consultation with its outside legal counsel) that this Section ‎‎5.5(a) would require Parent to take any action, or prevent Parent from taking any action, which the UK Takeover Panel would likely determine to be inconsistent with or in breach of Parent’s obligations under the UK Code, Parent shall notify the Company of the foregoing. Subject same not less than four Business days before taking the action in question, consult in good faith with the Company and give the Company the reasonable opportunity to make submissions to the other provisions of this Section 5.3UK Takeover Panel (including providing the Company with all information reasonably requested by the Company to make such submission) before such panel makes its ruling. To the extent applicable, from and immediately after the date execution of this Agreement, Parent agrees that it shallwill, and shall will cause each of its Subsidiaries and shall direct its and their respective Representatives to, immediately cease any solicitations, discussions, discussions or negotiations or communications with any Person that may be ongoing with respect to any Parent Acquisition Proposal and shall terminate access of any such Person to any data room (virtual or actual) containing any information relating to Parent or its Subsidiaries with respect to any Parent Acquisition Proposal.

Parent Acquisition Proposals. (1a) Except as permitted by, Parent agrees that (i) it and subject to, Section 5.3(b), Section 5.3(dits executive officers and directors shall not and (ii) and Section 5.3(f), from the date of this Agreement until the earlier of the Merger 1 Effective Time and the date, if any, on which this Agreement is terminated pursuant it shall use reasonable best efforts to Article VII, Parent ensure that its representatives shall not, and shall cause its Subsidiaries not to, and shall not authorize (and shall use commercially reasonable efforts to cause the Representatives of Parent not to), A) directly or indirectly through another Person, (i) solicitindirectly, initiate, seek solicit or knowingly encourage or knowingly facilitate the making of any inquiry, discussion, request, proposal or offer with respect toto a tender offer or exchange offer, proposal for a merger, consolidation, sale of substantially all assets or other business combination involving Parent and its subsidiaries or any proposal or offer to acquire in any manner an equity interest representing a 25% or greater economic interest in Parent, other than the announcement, making Transactions (any such proposal or completion of, any offer being hereinafter referred to as a “Parent Acquisition Proposal”). Notwithstanding the foregoing, subject to the rights of Buyer under Section 13.2, nothing contained in this Agreement shall prevent Parent or Parent Board from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act (or any inquiry, discussion, request, proposal similar communication to stockholders in connection with the making or amendment of a tender offer that would reasonably be expected or exchange offer) or from making any legally required disclosure to lead stockholders with regard to any a Parent Acquisition Proposal, (ii) enter intoprior to Parent Stockholder Approval providing access to its properties, continue or otherwise participate or engage in any negotiations or discussions regarding, or furnish to any Person other than the Company or its Representatives, any non-public books and records and providing information or data with respect in response to any a request therefor by a Person who has made a Parent Acquisition Proposal, (iii) approve, recommend, publicly declare advisable prior to Parent Stockholder Approval engaging in any negotiations or enter into discussions with any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, share exchange agreement, consolidation agreement, option agreement, joint venture agreement, partnership agreement or other agreement, in each case, providing for person who has made a Parent Acquisition Proposal Proposal, (other than iv) prior to Parent Stockholders Approval and following the receipt of a Parent Acceptable Confidentiality Acquisition Proposal, (A) withdrawing, modifying or changing in any adverse manner its approval or recommendation of this Agreement pursuant or the Transactions or (B) recommending a Parent Acquisition Proposal; if Parent Board shall have determined in good faith, that such Parent Acquisition Proposal would, if consummated, result in a transaction more favorable to Section 5.3(b)) or requiring or having Parent’s stockholders than the effect of requiring Transactions (any such more favorable Parent Acquisition Proposal being referred to abandon, terminate or materially breach its obligations hereunder or fail to consummate the Mergers (each, in this Agreement as a “Parent Alternative Acquisition AgreementSuperior Proposal”), ; or (ivv) agree to taking any and all actions Parent or propose publicly to do any of its Affiliates may deem necessary or appropriate in connection with the foregoing. Subject direct or indirect disposition of assets that are not Properties or ownership interests in entities holding title to the other provisions of this Section 5.3, from and after the date of this Agreement, Parent agrees that it shall, and shall cause each of its Subsidiaries and shall direct its and their respective Representatives to, immediately cease any solicitations, discussions, negotiations or communications with any Person that may be ongoing with respect to any Parent Acquisition Proposal and shall terminate access of any such Person to any data room (virtual or actual) containing any information relating to Parent or its Subsidiaries with respect to any Parent Acquisition ProposalProperties.

Parent Acquisition Proposals. (1a) Except as permitted by, and subject to, Section 5.3(b), Section 5.3(d) and Section 5.3(f), from the date of this Agreement until the earlier of the Merger 1 Effective Time and the date, if any, on which this Agreement is terminated pursuant to Article VII, Parent shall not, and shall cause its Subsidiaries not to, and shall not authorize (and shall use commercially reasonable efforts to cause the Representatives of Parent not to), directly or indirectly through another Person, (i) solicit, initiate, seek or knowingly encourage or knowingly facilitate any inquiry, discussion, request, proposal or offer with respect to, or the announcement, making or completion of, any Parent Acquisition Proposal, or any inquiry, discussion, request, proposal or offer that would reasonably be expected to lead to any Parent Acquisition Proposal, (ii) enter into, continue or otherwise participate or engage in any negotiations or discussions regarding, or furnish to any Person other than the Company or its Representatives, any non-public information or data with respect to any Parent Acquisition Proposal, (iii) approve, recommend, publicly declare advisable or enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, share exchange agreement, consolidation agreement, option agreement, joint venture agreement, partnership agreement or other agreement, in each case, providing for a Parent Acquisition Proposal (other than a Parent Acceptable Confidentiality Agreement pursuant to Section 5.3(b)) or requiring or having the effect of requiring Parent to abandon, terminate or materially breach its obligations hereunder or fail to consummate the Mergers (each, a “Parent Alternative Acquisition Agreement”), or (iv) agree to or propose publicly to do any of the foregoing. Subject to the other provisions of this Section 5.3, from and after the date of this Agreement, Parent agrees that it shall, and shall cause each of its Subsidiaries and shall direct its and their respective Representatives to, immediately cease any solicitations, discussions, negotiations or communications with any Person that may be ongoing with respect to any Parent Acquisition Proposal and shall terminate access of any such Person to any data room (virtual or actual) containing any information relating to Parent or its Subsidiaries with respect to any Parent Acquisition Proposal.