Common use of Response to Competing Proposal Clause in Contracts

Response to Competing Proposal. Notwithstanding anything to the contrary contained in this Agreement, if, at any time following the execution and delivery of this Agreement and prior to the earlier of the Company obtaining the Company Stockholder Approval or the valid termination of this Agreement in accordance with Article VII, (i) the Company, any of the Company Subsidiaries or any of its or their Representatives has received a bona fide, written Competing Proposal from a third party after the execution and delivery of this Agreement that did not result from a breach of Section 5.03(a) and (ii) the Company Board (or any duly authorized committee thereof) determines in good faith, after consultation with its outside financial advisors and outside legal counsel, that such Competing Proposal constitutes or would reasonably be expected to lead to a Superior Proposal and that the failure to take the action described in clauses (A) and (B) below would be inconsistent with its fiduciary duties under applicable Law, then the Company or the Company Subsidiaries and its and their Representatives may (A) furnish information or data, including with respect to the Company and the Company Subsidiaries, to the person or group making such Competing Proposal and its Representatives and (B) participate in discussions or negotiations (including solicitation of revised Competing Proposals) with the person or group making such Competing Proposal and its Representatives in connection with such person’s or group’s Competing Proposal; provided that, before taking any of the actions described in the foregoing clauses (A) and (B), the Company shall (x) first enter into an Acceptable Confidentiality Agreement with the person or group making such Competing Proposal, (y) promptly (and, in any event, within twenty-four (24) hours) provide to Parent a copy of such Acceptable Confidentiality Agreement and any non-public information that is provided to such person and which was not previously provided to Parent and (z) limit any waiver of such person’s or group’s noncompliance with the provisions of any “standstill” agreement solely to the extent necessary to permit such discussions or negotiations.

Response to Competing Proposal. Notwithstanding anything to the contrary contained in this Agreement, if, at any time following the execution and delivery of this Agreement and prior to the earlier of the Company obtaining the Company Stockholder Shareholder Approval or the valid termination of this Agreement in accordance with Article ‎ARTICLE VII, (i) the Company, any of the Company Subsidiaries or any of its or their Representatives has received a bona fide, written Competing Proposal from a third party after the execution and delivery of this Agreement that did not result from a breach of Section ‎Section 5.03(a) and (ii) the Company Board (or any duly authorized committee thereof) determines in good faith, after consultation with its outside financial advisors and outside legal counsel, that such Competing Proposal constitutes or would reasonably be expected to lead to a Superior Proposal and that the failure to take the action described in clauses (A) and (B) below would be reasonably expected to be inconsistent with its fiduciary duties under applicable Law, then the Company or Company, the Company Subsidiaries and its and their Representatives may (A) furnish information or datanon-public information, including with respect to the Company and the Company Subsidiaries, to the person or group making such Competing Proposal and its Representatives and Representatives, (B) participate or engage in any discussions or negotiations (including solicitation of revised Competing Proposals) with the person or group making such Competing Proposal and its Representatives in connection with such person’s or group’s Competing Proposal; provided that, before taking any of the Proposal and (C) otherwise take actions described in the foregoing with respect to such Competing Proposal that would otherwise be prohibited by clauses (Aii)(A), (B) and (BC) of ‎Section 5.03(a); provided, that, that the Company shall (x) will not, will not permit the Company Subsidiaries to, and will not authorize the Company Representatives to, disclose any material non-public information regarding the Company to such person without the Company first enter entering into an Acceptable Confidentiality Agreement with such person if such person is not already party to a confidentiality agreement with the person or group making such Competing ProposalCompany; provided, (y) further, that, the Company shall promptly (and, in any event, within twenty-four two (242) hoursdays) provide or make available to Parent a copy of such Acceptable Confidentiality Agreement and any non-public information that is provided to such person and which was not previously provided to Parent and (z) limit any waiver of such person’s or group’s noncompliance with the provisions of any “standstill” agreement solely to the extent necessary to permit such discussions or negotiationsParent.

Response to Competing Proposal. Notwithstanding anything to the contrary contained in this Agreement, if, at any time following the execution and delivery of this Agreement and prior to the earlier of the Company obtaining the Company Stockholder Approval Written Consent Effective Time or the valid termination of this Agreement in accordance with Article VII, (i) the Company, any of the Company Subsidiaries or any of its or their Representatives has received a bona fide, written Competing Proposal from a third party after the execution and delivery of this Agreement that did not result from a breach of Section 5.03(a) (other than a breach that is immaterial and unintentional) and (ii) the Company Board (or any duly authorized committee thereof) determines in good faith, acting upon the recommendation of the Special Committee after consultation with its outside financial advisors and outside legal counsel, ) determines in good faith that such Competing Proposal constitutes or would could reasonably be expected to lead to a Superior Proposal and that the failure to take the action described in clauses (A) and (B) below would be inconsistent with its fiduciary duties under applicable LawProposal, then the Company or Company, the Company Subsidiaries and its and their Representatives may (A) furnish information or data, including with respect to the Company and the Company Subsidiaries, to the person or group making such Competing Proposal and its Representatives and (B) participate in discussions or negotiations (including solicitation of revised Competing Proposals) with the person or group making such Competing Proposal and its Representatives in connection with such person’s or group’s Competing Proposal; provided that, before taking any of the actions described in the foregoing clauses (A) and (B), the Company shall (x) first enter into an Acceptable Confidentiality Agreement with the person or group making such Competing Proposal, (y) promptly (and, in any event, within twenty-four (24) hours) Proposal and concurrently provide to Parent a copy of such Acceptable Confidentiality Agreement and Agreement, (y) concurrently provide to Parent any non-public information that is provided to such person and which was not previously provided to Parent and (z) limit any waiver of such person’s or group’s noncompliance with the provisions of any “standstill” agreement solely to the extent necessary to permit such discussions or negotiationsnegotiations (provided, that without limiting the Company’s obligation to deliver an Acceptable Confidentiality Agreement or non-public information as required by this Section 5.03(c), the failure to deliver any such Acceptable Confidentiality Agreement or non-public information to Parent shall not be taken into account for purposes of determining whether any of the conditions set forth in Article VI have been satisfied or give rise to any right to terminate under Article VII if a Dual Representative has actual knowledge of any such Acceptable Confidentiality Agreement or non-public information.).