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), if at any time following the date of this Agreement and prior to the Offer Closing 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, (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 is reasonably likely to result in a Superior Proposal and the failure to take the following actions is reasonably likely to be inconsistent with the 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 such person pursuant to such Acceptable Confidentiality Agreement, provided, that the Company shall provide to Parent, prior to or concurrently with its provision to such person, any non-public information concerning the Company or its Subsidiaries to which any person is provided such access and which was not previously provided to Parent, or (B) engage in discussions or negotiations with the person making such Takeover Proposal and such person’s Representatives regarding such Takeover Proposal.

Response to Takeover Proposals. Notwithstanding anything to the contrary contained in Section 6.02(a), if at any time following the date of this Agreement and prior to the earlier to occur of the Offer Closing and obtaining the Shareholder Approval (if applicable) (i) the Company has received a bona 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 (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 is reasonably likely to result in a Superior Proposal and the failure to take the following actions is reasonably likely to be inconsistent with the 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 such person pursuant to such Acceptable Confidentiality Agreement, provided, that the Company shall promptly (and in any event within 24 hours) provide to Parent, prior to or concurrently with its provision to such person, Parent any non-public information concerning the Company or its Subsidiaries to which any person is provided such access and which was not previously provided to Parent, or (B) engage in discussions or negotiations with the person making such Takeover Proposal and such person’s Representatives regarding such Takeover Proposal.

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 Offer Closing Acceptance Time, (i) 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 is could reasonably likely be expected to result in a Superior Proposal and that the failure to take the following actions is such action described in clause (A) or (B) of this Section 6.02(b) would reasonably likely be expected to be inconsistent with the directors’ Company Board’s 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 person making such person Takeover Proposal pursuant to such an Acceptable Confidentiality Agreement, provided, Agreement (provided that the Company shall substantially concurrently provide to Parent, prior to or concurrently with its provision to such person, Parent any non-public nonpublic information concerning the Company or its Subsidiaries that is provided to which any person is provided such access and which was not previously provided to Parent), or and/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), if at any time following the date of this Agreement and prior to the Offer Closing Acceptance Time the Company has received receives a bona fide, written Takeover Proposal from a Third Party made after the date hereof that did not result from a material breach of this Section 6.02, (i6.02(a) 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 is would reasonably likely be expected to result in a Superior Proposal and the failure to take the following actions is reasonably likely to would be inconsistent with the directors’ 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 such person pursuant to such Acceptable Confidentiality Agreement; provided, providedhowever, that the Company shall provide to Parent, prior to or concurrently with its provision as soon as reasonably practicable (and, in any event, within twenty-four (24) hours) after being provided to such person, any non-public information concerning the Company or its Subsidiaries to which any such person is provided such access and which was not previously provided to Parent, or and (Bii) engage in discussions or negotiations with the such person making such Takeover Proposal and such person’s Representatives regarding such Takeover Proposal.

Response to Takeover Proposals. Notwithstanding anything to the contrary contained in Section 6.02(a5.02(a), if at any time following the date execution and delivery of this Agreement and prior to obtaining the Offer Closing Shareholder Approval (i) the Company has received a bona fide, written Takeover Proposal from a Third Party third party that did not result from a material breach of this Section 6.025.02, (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 is reasonably likely to result in a Superior Proposal and the failure to take the following actions is reasonably likely to be inconsistent with the 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 such person pursuant to such Acceptable Confidentiality Agreement, provided, that the Company shall promptly (and in any event within 24 hours) provide to Parent, prior to or concurrently with its provision to such person, Parent any non-public information concerning the Company or its Subsidiaries to which any person is provided such access and which was not previously provided to Parent, or (B) engage in discussions or negotiations with the person making such Takeover Proposal and such person’s Representatives regarding such Takeover Proposal.

Response to Takeover Proposals. Notwithstanding anything to the contrary contained in Section 6.02(a)6.02(b) or any other provisions of this Agreement, if at any time following the date of this Agreement No-Shop Period Start Date and prior to the earlier to occur of the Offer Closing and obtaining the Stockholder Approval, (i) the Company has received a bona 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 is could reasonably likely be expected to result in a Superior Proposal and the failure to take the following actions is reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable LawProposal, 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 person making such person Takeover Proposal pursuant to such an Acceptable Confidentiality Agreement, provided, that Agreement and the Company shall provide other restrictions imposed by clause (A) and (B) of Section 6.02(a) related to Parent, prior to or concurrently with its provision to such person, any non-public information concerning the Company or its Subsidiaries to which any person is provided such access and which was not previously provided to Parentsharing of information, or (B) engage in discussions or negotiations with the person making such 34 Takeover Proposal and such person’s Representatives regarding such Takeover Proposal. The Company shall be permitted prior to the earlier to occur of the Offer Closing and obtaining the Stockholder Approval to take the actions described in clauses (A) and (B) above with respect to any Qualified Go-Shop Bidder.

Response to Takeover Proposals. Notwithstanding anything to the contrary contained in Section 6.02(a)6.02(b) or any other provisions of this Agreement, if at any time following the date of this Agreement No-Shop Period Start Date and prior to the earlier to occur of the Offer Closing and obtaining the Stockholder Approval, (i) the Company has received a bona 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 is could reasonably likely be expected to result in a Superior Proposal and the failure to take the following actions is reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable LawProposal, 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 person making such person Takeover Proposal pursuant to such an Acceptable Confidentiality Agreement, provided, that Agreement and the Company shall provide other restrictions imposed by clause (A) and (B) of Section 6.02 (a) related to Parent, prior to or concurrently with its provision to such person, any non-public information concerning the Company or its Subsidiaries to which any person is provided such access and which was not previously provided to Parentsharing of information, or (B) engage in discussions or negotiations with the person making such Takeover Proposal and such person’s Representatives regarding such Takeover Proposal. The Company shall be permitted prior to the earlier to occur of the Offer Closing and obtaining the Stockholder Approval to take the actions described in clauses (A) and (B) above with respect to any Qualified Go-Shop Bidder.