Common use of Permitted Conduct Related to Certain Proposals Clause in Contracts

Permitted Conduct Related to Certain Proposals. Notwithstanding anything to the contrary in this Section 5.4, from the date of this Agreement until the Company’s receipt of the Requisite Stockholder Approval, the Company and the Company Board (or a committee thereof, including the Company Special Committee) may, directly or indirectly through one or more of their respective Representatives (including the Company Special Committee Financial Advisor), following the execution and delivery of an Acceptable Confidentiality Agreement, (i) participate or engage in discussions or negotiations with; or (ii) (1) furnish any non-public information relating to the Company or any of its Subsidiaries to or (2) 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 to, in each case, any Person or Group or their respective Representatives that has made, renewed or delivered to the Company a bona fide written Acquisition Proposal after the date of this Agreement that did not result from a breach in any material respect of Section 5.4(a). The Company and the Company Board (or a committee thereof, including the Company Special Committee) may only take the actions contemplated by the preceding sentence if the Company Board, acting upon the recommendation of the Company Special Committee, or the Company Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) that (A) such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal and (B) the failure to take the actions contemplated by this Section 5.4(b) would reasonably be expected to be inconsistent with its fiduciary duties pursuant to applicable Law (such determination, a “Qualified Acquisition Proposal Determination”). During the Pre-Closing Period, the Company will promptly (and in any event within 24 hours following the disclosure thereof) make available to Parent and its Representatives any such non-public information concerning the Company and its Subsidiaries that was provided to any such Person or its representatives that was not previously made available to Parent.

Permitted Conduct Related to Certain Proposals. Notwithstanding anything to the contrary in this Section 5.45.3, from the date of this Agreement until the Company’s receipt of the Requisite Stockholder Approval, (i) the Company may refrain from enforcing, and may waive, any provision of any “standstill” or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof) if the Company Board (or a committee thereof) has determined that a failure to refrain from such enforcement or a failure to grant such waiver would reasonably be expected to be inconsistent with its fiduciary duties pursuant to applicable Law; and (ii) the Company and the Company Board (or a committee thereof, including the Company Special Committee) may, directly or indirectly through one or more of their respective Representatives (including the Company Special Committee Financial Advisor), following the execution and delivery of an Acceptable Confidentiality Agreement, (iA) participate or engage in discussions or negotiations with; , or (iiB) (1) furnish any non-public information relating to the Company or any of its Subsidiaries to or (2) 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 to, in each case, any Person or Group or their respective Representatives that has made, renewed or delivered to the Company a bona fide written Acquisition Proposal after the date of this Agreement that did was not result from a solicited in material breach in any material respect of Section 5.4(a5.3(a). The Company and , but only if the Company Board (or a committee thereof, including the Company Special Committee) may only take the actions contemplated by the preceding sentence if the Company Board, acting upon the recommendation of the Company Special Committee, or the Company Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) that (AI) such Acquisition Proposal either constitutes a Superior Proposal or is would be reasonably likely to lead to a Superior Proposal and (BII) the failure to take the actions contemplated by this Section 5.4(b5.3(b)(ii) would reasonably be expected to be inconsistent with its fiduciary duties pursuant to applicable Law (such determination, a “Qualified Acquisition Proposal Determination”)Law. During the Pre-Closing Period, the Company will promptly (and in any event within 24 hours following the disclosure thereof) prior to or contemporaneously make available to Parent and its Representatives any such non-public information concerning the Company and its Subsidiaries that was is provided to any such Person or its representatives Representatives that was not previously made available to ParentParent or its Representatives.

Permitted Conduct Related to Certain Proposals. Notwithstanding anything to the contrary in this Section 5.45.3, from the date of this Agreement until the Company’s receipt of the Requisite Stockholder Approval, the Company and the Company Board (or a committee thereof, including the Company Special Committee) may, directly or indirectly through one or more of their respective Representatives (including the Company Special Committee Financial Advisor), following subject to the execution and delivery of an Acceptable Confidentiality Agreement, (i) participate or engage in discussions or negotiations with; or (ii) (1) furnish any non-public information relating to the Company or any of its Subsidiaries to or (2) 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 to;, in each case, any Person or Group or their respective Representatives that has made, renewed or delivered to the Company a bona fide written Acquisition Proposal after the date of this Agreement that did was not result from a solicited in breach in any material respect of Section 5.4(a). The Company and 5.3(a) if the Company Board (or a committee thereof, including the Company Special Committee) may only take the actions contemplated by the preceding sentence if the Company Board, acting upon the recommendation of the Company Special Committee, or the Company Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) that (A) such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal and (B) the failure to take the actions contemplated by this Section 5.4(b5.3(b) would reasonably be expected to be inconsistent with its fiduciary duties pursuant to applicable Law (such determination, a “Qualified Acquisition Proposal Determination”)duties. During the Pre-Closing Period, the Company will promptly (and and, in any event event, within 24 hours following from the disclosure receipt thereof) make available to Parent and its Representatives any such non-public information concerning the Company and its Subsidiaries that was is provided to any such Person or its representatives Representatives that was not previously made available to Parent.

Permitted Conduct Related to Certain Proposals. Notwithstanding anything to the contrary in this Section 5.4, from the date of this Agreement until the Company’s receipt of the Requisite Stockholder Approval, the Company and the Company Board (or a committee thereof, including the Company Special Committee) may, directly or indirectly through one or more of their respective Representatives (including the Company Special Committee Financial Advisor), following the execution discuss, negotiate and delivery of enter into an Acceptable Confidentiality Agreement and, subject to an Acceptable Confidentiality Agreement, (i) participate or engage in discussions or negotiations with; or (ii) (1) furnish any non-public information relating to the Company or any of its Subsidiaries to or to; (2iii) 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 to; or (iv) otherwise facilitate the making of a Superior Proposal by, in each case, any Person or Group or their respective Representatives and financing sources that has made, renewed or delivered to the Company a bona fide written an Acquisition Proposal after the date of this Agreement that did was not result from a solicited in material breach in any material respect of Section 5.4(a). The Company and the Company Board (or a committee thereof, including the Company Special Committee) may only take the actions contemplated by the preceding sentence (including the initial negotiation of an Acceptable Confidentiality Agreement) if the Company Board, acting upon the recommendation of the Company Special Committee, Board (or the Company Special Committee a committee thereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that (A1) such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal and (B2) the failure to take the actions contemplated by this Section 5.4(b) would could reasonably be expected to be inconsistent with its fiduciary duties pursuant to applicable Law (such determination, a “Qualified Acquisition Proposal Determination”)Law. During the Pre-Closing Period, the Company will promptly (and in any event within 24 hours following the disclosure thereofhours) make available to Parent and its Representatives any such non-public information concerning the Company and its Subsidiaries that was is provided to any such Person or its representatives Representatives pursuant to this Section 5.4(b) that was not previously made available to Parent.

Permitted Conduct Related to Certain Proposals. Notwithstanding anything to the contrary in this Section 5.4, from the date of this Agreement until the Company’s receipt of the Requisite Stockholder Approval, the Company and the Company Board (or a committee thereof, including the Company Special Committee) may, directly or indirectly through one or more of their respective Representatives (including the Company Special Committee Financial AdvisorQatalyst Partners), following the execution discuss, negotiate and delivery of enter into an Acceptable Confidentiality Agreement and, subject to an Acceptable Confidentiality Agreement, (i) participate or engage in other discussions or negotiations with; or (ii) (1) furnish any non-public information relating to the Company or any of its Subsidiaries to or to, (2iii) 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 to; or (iv) otherwise facilitate the making of a Superior Proposal by, in each case, any Person or Group or their respective Representatives that has made, renewed or delivered to the Company a bona fide written an Acquisition Proposal after the date of this Agreement that did was not result from a solicited in material breach in any material respect of Section 5.4(a). The Company and the Company Board (or a committee thereof, including the Company Special Committee) may only take the actions contemplated by the preceding sentence (including the initial negotiation of an Acceptable Confidentiality Agreement) if the Company Board, acting upon the recommendation of the Company Special Committee, Board (or the Company Special Committee a committee thereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that (A) such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal and (B) the failure to take the actions contemplated by this Section 5.4(b) would reasonably be expected to be inconsistent with its fiduciary duties pursuant to applicable Law (such determination, a “Qualified Acquisition Proposal Determination”). During the Pre-Closing Period, the Company will promptly (and in any event within 24 hours following the disclosure thereof) make available to Parent and its Representatives any such non-public information concerning the Company and its Subsidiaries that was provided to any such Person or its representatives that was not previously made available to ParentLaw.

Permitted Conduct Related to Certain Proposals. Notwithstanding anything to the contrary in this Section 5.45.3, from the date of this Agreement until the CompanySeller’s receipt of the Requisite Stockholder Approval, if Seller or the Company and the Company Board (or has received from a committee thereof, including the Company Special Committee) may, directly or indirectly through one or more of their respective Representatives (including the Company Special Committee Financial Advisor), following the execution and delivery of Third Person an Acceptable Confidentiality Agreement, (i) participate or engage in discussions or negotiations with; or (ii) (1) furnish any non-public information relating to the Company or any of its Subsidiaries to or (2) 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 to, in each case, any Person or Group or their respective Representatives that has made, renewed or delivered to the Company a bona fide written Acquisition Proposal after the date of this Agreement that did not result directly or indirectly from a breach in any material respect breach of Section 5.4(a). The Company 5.3(a) and with respect to which the Company Seller Board (or a committee thereof, including the Company Special Committee) may only take the actions contemplated by the preceding sentence if the Company Board, acting upon the recommendation of the Company Special Committee, or the Company Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) that (A) such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal and (B) the failure to take the actions contemplated by this Section 5.4(b5.3(b) would could reasonably be expected to be inconsistent with its fiduciary duties pursuant duties, then Seller and the Company may, directly or indirectly through one or more of their Representatives (including the Seller Financial Advisor), (i) participate or engage in discussions or negotiations with such Third Person with respect to applicable Law such Acquisition Proposal, and (ii) subject to an Acceptable Confidentiality Agreement, (1) furnish any non-public information relating to Seller or any of its Subsidiaries to the Third Person that has made such determination, a “Qualified Acquisition Proposal Determination”)and (2) afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of Seller or any of its Subsidiaries to the Third Person that has made such Acquisition Proposal. During the Pre-Closing Period, the Company Seller will promptly (and in any event within 24 hours following the disclosure thereof) make available to Parent Purchaser and its Representatives any such non-public information concerning the Company Seller and its Subsidiaries (including the Company) that was provided is made available to any such Third Person or its representatives Representatives and that was not previously made available to ParentPurchaser.