Common use of Responding to Acquisition Proposals Clause in Contracts

Responding to Acquisition Proposals. Notwithstanding anything to the contrary in this Section 5.5, if at any time following the date hereof and prior to the Company’s receipt of the Requisite Stockholder Approval (the “Approval Time”), and in no event after the Approval Time, the Company Board receives an Acquisition Proposal made after the date hereof that was not solicited in material breach of Section 5.5(a), the Company may, subject to compliance with this Section 5.5(b), Section 5.5(c) and Section 5.5(e), (i) contact the third party that has made such Acquisition Proposal solely in order to ascertain facts or clarify the terms of such Acquisition Proposal and (ii) (x) engage in negotiations or discussions with such third party that has made an Acquisition Proposal, and (y) enter into an Acceptable Confidentiality Agreement with such third party and furnish to such third party and its Representatives and financing sources non-public information relating to the Company or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement; provided, that all such non-public information (to the extent that such information has not been previously provided or made available to Parent) is provided or made available to Parent, as the case may be, substantially concurrently with the time it is provided or made available to such third party; provided, that prior to and as a condition of taking any actions described in this clause (ii), the Company Board (or any committee thereof) determines in good faith, after consultation with its financial advisor and outside legal counsel, that such Acquisition Proposal constitutes, or would reasonably be expected to lead to, a Superior Proposal.