Common use of Response to Takeover Proposals Clause in Contracts

Response to Takeover Proposals. Notwithstanding anything to the contrary contained in Section 6.02(a) or any other provision of this Agreement, if at any time prior to the Acceptance Time, (i) the Company has received a bona fide written Takeover Proposal from a third party that did not result from a material breach of this Section 6.02, and (ii) the Company Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that such Takeover Proposal constitutes or could reasonably be expected to result in a Superior Proposal and that the failure to take such action described in clause (A) or (B) of this Section 6.02(b) would reasonably be expected to be inconsistent with the Company Board’s fiduciary duties under applicable Law, then the Company may (A) furnish information with respect to the Company and its Subsidiaries to the person making such Takeover Proposal pursuant to an Acceptable Confidentiality Agreement (provided that the Company shall substantially concurrently provide to Parent any nonpublic information concerning the Company or its Subsidiaries that is provided to any person and which was not previously provided to Parent), and/or (B) engage in discussions or negotiations with the person making such Takeover Proposal regarding such Takeover Proposal; provided that prior to or concurrently with the Company taking any action described in clause (A) or (B) of this Section 6.02(b), the Company shall provide written notice to Parent of such determination of the Company Board as provided for in this Section 6.02(b)(ii).

Response to Takeover Proposals. Notwithstanding anything to the contrary contained in Section 6.02(a) or any other provision of this Agreement), if at any time following the date of this Agreement and prior to the Acceptance Time, (i) Offer Closing the Company has received a bona fide fide, written Takeover Proposal from a third party Third Party that did not result from a material breach of this Section 6.02, (i) the Company and its Representatives may contact the person proposing such Takeover Proposal or the Representatives of such person solely to clarify the terms and conditions thereof and (ii) if the Company Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that such Takeover Proposal constitutes or could is reasonably be expected likely to result in a Superior Proposal and that the failure to take such action described in clause (A) or (B) of this Section 6.02(b) would the following actions is reasonably be expected likely to be inconsistent with the Company Board’s directors’ fiduciary duties under applicable Law, then the Company may (A) enter into an Acceptable Confidentiality Agreement with the person making such Takeover Proposal and, after entering into such Acceptable Confidentiality Agreement, furnish information with respect to the Company and its Subsidiaries to the such person making such Takeover Proposal pursuant to an such Acceptable Confidentiality Agreement (provided Agreement, provided, that the Company shall substantially concurrently provide to Parent Parent, prior to or concurrently with its provision to such person, any nonpublic non-public information concerning the Company or its Subsidiaries that to which any person is provided to any person such access and which was not previously provided to Parent), and/or or (B) engage in discussions or negotiations with the person making such Takeover Proposal and such person’s Representatives regarding such Takeover Proposal; provided that prior to or concurrently with the Company taking any action described in clause (A) or (B) of this Section 6.02(b), the Company shall provide written notice to Parent of such determination of the Company Board as provided for in this Section 6.02(b)(ii).

Response to Takeover Proposals. Notwithstanding anything to the contrary contained in Section 6.02(a) or any other provision of this Agreement), if at any time following the date of this Agreement and prior to the Acceptance Time, earlier to occur of the Offer Closing and obtaining the Shareholder Approval (if applicable) (i) the Company has received a bona fide fide, written Takeover Proposal from a third party that did not result from a material breach of this Section 6.02, and (ii) the Company Board (or the Committee of Disinterested Directors) determines in good faith, after consultation with its financial advisor and outside legal counsel, that such Takeover Proposal constitutes or could is reasonably be expected likely to result in a Superior Proposal and that the failure to take such action described in clause (A) or (B) of this Section 6.02(b) would the following actions is reasonably be expected likely to be inconsistent with the Company Board’s directors’ fiduciary duties under applicable Law, then the Company may (A) enter into an Acceptable Confidentiality Agreement with the person making such Takeover Proposal and, after entering into such Acceptable Confidentiality Agreement, furnish information with respect to the Company and its Subsidiaries to the such person making such Takeover Proposal pursuant to an such Acceptable Confidentiality Agreement (provided Agreement, provided, that the Company shall substantially concurrently promptly (and in any event within 24 hours) provide to Parent any nonpublic non-public information concerning the Company or its Subsidiaries that to which any person is provided to any person such access and which was not previously provided to Parent), and/or or (B) engage in discussions or negotiations with the person making such Takeover Proposal and such person’s Representatives regarding such Takeover Proposal; provided that prior to or concurrently with the Company taking any action described in clause (A) or (B) of this Section 6.02(b), the Company shall provide written notice to Parent of such determination of the Company Board as provided for in this Section 6.02(b)(ii).

Response to Takeover Proposals. Notwithstanding anything to the contrary contained in Section 6.02(a) or any other provision of this Agreement5.02(a), if at any time following the execution and delivery of this Agreement and prior to obtaining the Acceptance Time, Shareholder Approval (i) the Company has received a bona fide fide, written Takeover Proposal from a third party that did not result from a material breach of this Section 6.025.02, and (ii) the Company Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that such Takeover Proposal constitutes or could is reasonably be expected likely to result in a Superior Proposal and that the failure to take such action described in clause (A) or (B) of this Section 6.02(b) would the following actions is reasonably be expected likely to be inconsistent with the Company Board’s directors’ fiduciary duties under applicable Law, then the Company may (A) enter into an Acceptable Confidentiality Agreement with the person making such Takeover Proposal and, after entering into such Acceptable Confidentiality Agreement, furnish information with respect to the Company and its Subsidiaries to the such person making such Takeover Proposal pursuant to an such Acceptable Confidentiality Agreement (provided Agreement, provided, that the Company shall substantially concurrently promptly (and in any event within 24 hours) provide to Parent any nonpublic non-public information concerning the Company or its Subsidiaries that to which any person is provided to any person such access and which was not previously provided to Parent), and/or or (B) engage in discussions or negotiations with the person making such Takeover Proposal and such person’s Representatives regarding such Takeover Proposal; provided that prior to or concurrently with the Company taking any action described in clause (A) or (B) of this Section 6.02(b), the Company shall provide written notice to Parent of such determination of the Company Board as provided for in this Section 6.02(b)(ii).

Response to Takeover Proposals. Notwithstanding anything to the contrary contained in Section 6.02(a6.02(b) or any other provision provisions of this Agreement, if at any time following the No-Shop Period Start Date and prior to the Acceptance Timeearlier to occur of the Offer Closing and obtaining the Stockholder Approval, (i) the Company has received a bona fide fide, written Takeover Proposal from a third party that did not result from a material breach of this Section 6.02, and (ii) the Company Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that such Takeover Proposal constitutes or could reasonably be expected to result in a Superior Proposal and that the failure to take such action described in clause (A) or (B) of this Section 6.02(b) would reasonably be expected to be inconsistent with the Company Board’s fiduciary duties under applicable LawProposal, then the Company may (A) furnish information with respect to the Company and its Subsidiaries to the person making such Takeover Proposal pursuant to an Acceptable Confidentiality Agreement and the other restrictions imposed by clause (provided that A) and (B) of Section 6.02(a) related to the Company shall substantially concurrently provide to Parent any nonpublic information concerning the Company sharing of information, or its Subsidiaries that is provided to any person and which was not previously provided to Parent), and/or (B) engage in discussions or negotiations with the person making such 34 Takeover Proposal regarding such Takeover Proposal; provided that . The Company shall be permitted prior to or concurrently with the Company taking any action earlier to occur of the Offer Closing and obtaining the Stockholder Approval to take the actions described in clause clauses (A) or and (B) of this Section 6.02(b), the Company shall provide written notice above with respect to Parent of such determination of the Company Board as provided for in this Section 6.02(b)(ii)any Qualified Go-Shop Bidder.

Response to Takeover Proposals. Notwithstanding anything to the contrary contained in Section 6.02(a6.02(b) or any other provision provisions of this Agreement, if at any time following the No-Shop Period Start Date and prior to the Acceptance Timeearlier to occur of the Offer Closing and obtaining the Stockholder Approval, (i) the Company has received a bona fide fide, written Takeover Proposal from a third party that did not result from a material breach of this Section 6.02, and (ii) the Company Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that such Takeover Proposal constitutes or could reasonably be expected to result in a Superior Proposal and that the failure to take such action described in clause (A) or (B) of this Section 6.02(b) would reasonably be expected to be inconsistent with the Company Board’s fiduciary duties under applicable LawProposal, then the Company may (A) furnish information with respect to the Company and its Subsidiaries to the person making such Takeover Proposal pursuant to an Acceptable Confidentiality Agreement and the other restrictions imposed by clause (provided that A) and (B) of Section 6.02(a)related to the Company shall substantially concurrently provide to Parent any nonpublic information concerning the Company sharing of information, or its Subsidiaries that is provided to any person and which was not previously provided to Parent), and/or (B) engage in discussions or negotiations with the person making such Takeover Proposal regarding such Takeover Proposal; provided that . The Company shall be permitted prior to or concurrently with the Company taking any action earlier to occur of the Offer Closing and obtaining the Stockholder Approval to take the actions described in clause clauses (A) or and (B) of this Section 6.02(b), the Company shall provide written notice above with respect to Parent of such determination of the Company Board as provided for in this Section 6.02(b)(ii)any Qualified Go-Shop Bidder.

Response to Takeover Proposals. Notwithstanding anything to the contrary contained in Section 6.02(a) or any other provision of this Agreement), if at any time following the date of this Agreement and prior to the Acceptance Time, (i) Time the Company has received receives a bona fide fide, written Takeover Proposal from a third party Third Party made after the date hereof that did not result from a material breach of this Section 6.02, 6.02(a) and (ii) the Company Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that such Takeover Proposal constitutes or could would reasonably be expected to result in a Superior Proposal and that the failure to take such action described in clause (A) or (B) of this Section 6.02(b) the following actions would reasonably be expected to be inconsistent with the Company Board’s fiduciary duties under applicable Law, then the Company may (Ai) enter into an Acceptable Confidentiality Agreement with the person making such Takeover Proposal and, after entering into such Acceptable Confidentiality Agreement, furnish information with respect to the Company and its Subsidiaries to the such person making such Takeover Proposal pursuant to an such Acceptable Confidentiality Agreement (provided Agreement; provided, however, that the Company shall substantially concurrently provide to Parent Parent, as soon as reasonably practicable (and, in any nonpublic event, within twenty-four (24) hours) after being provided to such person, any non-public information concerning the Company or its Subsidiaries that to which such person is provided to any person such access and which was not previously provided to Parent), and/or and (Bii) engage in discussions or negotiations with the such person making and such Takeover Proposal person’s Representatives regarding such Takeover Proposal; provided that prior to or concurrently with the Company taking any action described in clause (A) or (B) of this Section 6.02(b), the Company shall provide written notice to Parent of such determination of the Company Board as provided for in this Section 6.02(b)(ii).