Common use of Solicitation; Change in Recommendation Clause in Contracts

Solicitation; Change in Recommendation. (a) Notwithstanding anything to the contrary set forth in this Agreement, during the period commencing with the execution of this Agreement and continuing until 11:59 p.m. (Eastern time) on the 30th day after the date of execution of this Agreement (the “No-Shop Period Start Date”), the Company and its Subsidiaries and their respective Affiliates, officers, directors, agents and representatives (“Representatives”) shall have the right, directly or indirectly, (i) to initiate, solicit and/or encourage the submission of one or more Acquisition Proposals from one or more Persons, including by furnishing to any Person and/or its Affiliates, officers, directors, agents or Representatives any non-public information relating to the Company and/or its Subsidiaries or by affording to any Person and/or its Affiliates, officers, directors, agents or Representatives access to the business, properties, assets, books, records or other non-public information, or to the personnel, of the Company and/or its Subsidiaries (each, a “Solicited Person”) (all pursuant to an Acceptable Confidentiality Agreement and provided that the Company shall promptly make available to the Parent any material non-public information concerning the Company and/or its Subsidiaries that is provided to any Person given such access which was not previously made available to the Parent or its officers, directors or Representatives), (ii) to continue, enter into, participate in and/or engage in any discussions or negotiations with one or more Persons and/or their Affiliates, officers, directors, agents or Representatives with respect to one or more Acquisition Proposals or any other proposals that could lead to an Acquisition Proposal, and (iii) to the extent not otherwise prohibited by this Agreement, to otherwise cooperate with, assist or take any action to facilitate any Acquisition Proposals or any other proposals that could lead to any Acquisition Proposals.

Solicitation; Change in Recommendation. (a) Notwithstanding anything any other provision of this Agreement to the contrary set forth in this Agreementcontrary, during the period commencing with beginning on the execution date of this Agreement and continuing until 11:59 p.m. (Eastern New York City time) on the 30th day after the date of execution of this Agreement August 20, 2017 (the “NoGo-Shop Period Start DatePeriod”), Company (acting under the Company and direction of the Special Committee), its Subsidiaries Subsidiaries, their respective affiliates and their respective Affiliates, officers, directors, agents and representatives (“Representatives”) Representatives shall have the right, right to directly or indirectly, : (i) to initiate, solicit and/or solicit, facilitate and encourage the submission of one or more Acquisition Proposals from one (or more Personsinquiries, proposals or offers or other efforts or attempts that may to lead to an Acquisition Proposal), including by furnishing way of providing access to non-public information pursuant to (but only pursuant to) an Acceptable Confidentiality Agreement with each recipient thereof and, in each case, subject to compliance with the other provisions of this Section 6.8; provided, that Company shall promptly (in any Person and/or its Affiliatesevent, officers, directors, agents or Representatives within one (1) business day) provide to Parent any non-public information relating to the concerning Company and/or its Subsidiaries or by affording to any Person and/or its Affiliates, officers, directors, agents or Representatives access to the business, properties, assets, books, records or other non-public information, or to the personnel, of the Company and/or its Subsidiaries (each, a “Solicited Person”) (all pursuant to an Acceptable Confidentiality Agreement and provided that the Company shall promptly make available to the Parent any material non-public information concerning the Company and/or its Subsidiaries that is provided to any Person person given such access which was not previously provided or made available to the Parent or its officersRepresentatives, directors and Company shall withhold such portions of documents or Representatives)information, or provide pursuant to customary “clean-room” or other appropriate procedures, to the extent relating to any commercially sensitive or relate to pricing or other matters that are highly sensitive or competitive in nature if the exchange of such information (or portions thereof) would reasonably be materially harmful to the operations of Company; (ii) to continue, enter into, participate in and/or engage in any in, and maintain discussions or negotiations with one or more Persons and/or their Affiliates, officers, directors, agents or Representatives with respect to one or more Acquisition Proposals or otherwise cooperate with or assist or participate in, or facilitate any other proposals that could lead to an Acquisition Proposalsuch inquiries, proposals, discussions or negotiations; and (iii) amend or grant a waiver or release under a standstill or similar agreement with respect to any Equity Interests of Company or any of its Subsidiaries solely to the extent not otherwise prohibited by this Agreement, necessary to otherwise cooperate with, assist permit the counterparty to such standstill or take any action similar agreement to facilitate any make a non-public Acquisition Proposals Proposal to the Company Board or any other proposals that could lead to any Acquisition Proposalsthe Special Committee during the Go-Shop Period.

Solicitation; Change in Recommendation. (a) Notwithstanding anything any other provision of this Agreement to the contrary set forth in this Agreementcontrary, during the period commencing with beginning on the execution date of this Agreement and continuing until midnight, New York City time, on August 26, 2023 (i.e., one minute after 11:59 p.m. (Eastern p.m., New York City time, on August 25, 2023) on the 30th day after the date of execution of this Agreement (the “NoGo-Shop Period Start DatePeriod”), which may be extended, solely with respect to Excluded Parties, until the expiration of the Go-Shop Extension, the Company and its Subsidiaries and their respective Affiliates, officers, directors, agents and representatives (“Representatives”) Representatives shall have the right, right to directly or indirectly, : (i) to initiate, solicit and/or encourage the submission of one solicit, facilitate and encourage, whether publicly or more Acquisition otherwise, Takeover Proposals from one (or more Personsinquiries, proposals or offers or other efforts or attempts that may reasonably be expected to lead to a Takeover Proposal), including by furnishing way of providing access to any Person and/or its Affiliates, officers, directors, agents or Representatives any non-public information relating to the Company and/or its Subsidiaries or by affording to any Person and/or its Affiliates, officers, directors, agents or Representatives access to the business, properties, assets, books, records or other non-public information, or to the personnel, of the Company and/or its Subsidiaries (each, a “Solicited Person”) (all pursuant to an one or more Acceptable Confidentiality Agreement and Agreements; provided that the Company shall promptly make available provide to the Parent any material non-public information concerning the Company and/or or its Subsidiaries that is provided to any Person given such access which was not previously made available provided to the Parent or its officers, directors or Representatives), ; and (ii) to continue, enter into, participate in and/or engage in any and maintain discussions or negotiations with one any Persons or more groups of Persons and/or their Affiliateswith respect to Takeover Proposals (or inquiries, officersproposals or offers or other efforts or attempts that may reasonably be expected to lead to a Takeover Proposal) and otherwise cooperate with or assist or participate in, directorsor facilitate any such inquiries, agents proposals, offers, efforts, attempts, discussions or Representatives negotiations. The Company may extend the Go-Shop Period with respect to one or more Acquisition Proposals or any other proposals that could lead Excluded Parties by written notice to an Acquisition ProposalParent, and which written notice shall specify the identity of each such Excluded Party, for a period of time not to exceed ten calendar days (iiithe “Go-Shop Extension”) in order to continue to engage in the extent not otherwise prohibited by activities described in this Agreement, to otherwise cooperate with, assist or take any action to facilitate any Acquisition Proposals or any other proposals that could lead to any Acquisition ProposalsSection 5.02(a) with such Excluded Parties solely during the time period of such Go-Shop Extension.

Solicitation; Change in Recommendation. (a) Notwithstanding anything any other provision of this Agreement to the contrary set forth in this Agreementcontrary, during the period commencing with beginning on the execution date of this Agreement and continuing until midnight, New York City time, on April 2, 2016 (i.e., one minute after 11:59 p.m. (Eastern p.m., New York City time, on April 1, 2016) on the 30th day after the date of execution of this Agreement (the “NoGo-Shop Period Start DatePeriod”), the Company and its Subsidiaries and their respective Affiliates, officers, directors, agents and representatives (“Representatives”) Representatives shall have the right, right to directly or indirectly, : (i) to initiate, solicit and/or encourage the submission of one solicit, facilitate and encourage, whether publicly or more Acquisition otherwise, Takeover Proposals from one (or more Personsinquiries, proposals or offers or other efforts or attempts that may reasonably be expected to lead to a Takeover Proposal), including by furnishing way of providing access to any Person and/or its Affiliates, officers, directors, agents or Representatives any non-public information relating to the Company and/or its Subsidiaries or by affording to any Person and/or its Affiliates, officers, directors, agents or Representatives access to the business, properties, assets, books, records or other non-public information, or to the personnel, of the Company and/or its Subsidiaries (each, a “Solicited Person”) (all pursuant to an one or more Acceptable Confidentiality Agreement and Agreements; provided that the Company (A) shall promptly make available concurrently provide to the Parent, or give Parent access to, any material non-public information concerning the Company and/or or its Subsidiaries that is provided to to, or for which access is provided to, any Person given such information or access which was not previously made available provided to the Parent or its officersRepresentatives and (B) shall not provide to any such Person any non-public information of or relating to Parent, directors Merger Sub or Representatives), any of their respective Affiliates or Representatives except as required by Law; and (ii) to continue, enter into, participate in and/or engage in any and maintain discussions or negotiations with one any Persons or more groups of Persons and/or their Affiliates, officers, directors, agents or Representatives with respect to one Takeover Proposals (or more Acquisition Proposals inquiries, proposals or offers or other efforts or attempts that may reasonably be expected to lead to a Takeover Proposal) and otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, offers, efforts, attempts, discussions or negotiations. For purposes of clarity, the Company’s obligations under Section 5.02(b) shall commence with respect to each Person upon the expiration of the Go-Shop Period unless the Board of Directors of the Company or any other proposals that could lead committee or subcommittee thereof has made the determination referred to an Acquisition Proposal, and (iiiin Section 5.02(c)(ii) with respect to a Takeover Proposal submitted by such Person prior to the extent not otherwise prohibited by this Agreement, expiration of the Go-Shop Period and reaffirmed such determination during the period between the business day prior to otherwise cooperate with, assist or take any action to facilitate any Acquisition Proposals or any other proposals that could lead to any Acquisition Proposalsthe expiration of the Go-Shop Period and the expiration of the Go-Shop Period.

Solicitation; Change in Recommendation. (a) Notwithstanding anything Except as permitted by this Section 5.02, the Company shall and shall cause each of its Subsidiaries and its and their respective officers and directors to, and shall instruct and use its reasonable best efforts to the contrary set forth in this Agreementcause its other Representatives retained by it and acting on its behalf to, during the period commencing (i) immediately cease and cause to be terminated any solicitation, discussions or negotiations with any Persons that may be ongoing with respect to a Takeover Proposal or any proposal, inquiry or offer that would reasonably be expected to lead to a Takeover Proposal and (ii) no later than three business days after the execution of this Agreement and continuing until 11:59 p.m. (Eastern time) Agreement, request from each Person that has executed a confidentiality agreement in connection with a potential Takeover Proposal that remains in effect the prompt return or destruction of all confidential information previously made available by or on behalf of the 30th day after Company. From the date of execution hereof until the Effective Time (or, if earlier, the termination of this Agreement (the “No-Shop Period Start Date”in accordance with Article VII), except as permitted by this Section 5.02, the Company shall not, and shall cause its Subsidiaries and its and their respective Affiliatesofficers and directors not to, officers, directors, agents and representatives (“Representatives”) shall have the rightinstruct and use its reasonable best efforts to cause its other Representatives retained by it and acting on its behalf not to, directly or indirectly, (iA) to initiate, solicit and/or encourage the submission of one or more Acquisition Proposals from one knowingly encourage, knowingly induce or more Persons, knowingly facilitate (including by way of furnishing to any Person and/or its Affiliates, officers, directors, agents or Representatives any non-public information relating to the Company and/or its Subsidiaries or by affording to any Person and/or its Affiliates, officers, directors, agents or Representatives access to the business, properties, assets, books, records or other non-public information) the making, submission or announcement of any Takeover Proposal or any proposal, inquiry or offer that would reasonably be expected to the personnellead to a Takeover Proposal, of (B) make available any information regarding the Company and/or or any of its Subsidiaries (each, a “Solicited Person”) (all pursuant to an Acceptable Confidentiality Agreement and provided that the Company shall promptly make available to the Parent any material non-public information concerning the Company and/or its Subsidiaries that is provided to any Person given such access which was not previously made available (other than Parent and Parent’s or the Company’s Representatives acting in their capacity as such) in connection with or in response to the Parent a Takeover Proposal or its officersany proposal, directors inquiry or Representatives)offer that would reasonably be expected to lead to a Takeover Proposal, (iiC) to continueengage in, enter into, continue or otherwise participate in and/or engage in any discussions or negotiations with one or more Persons and/or their Affiliates, officers, directors, agents or Representatives with respect to one or more Acquisition Proposals regarding any Takeover Proposal or any other proposals proposal, inquiry or offer that could would reasonably be expected to lead to a Takeover Proposal (except to notify any Person of the provisions of this Section 5.02) or (D) enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar Contract providing for, relating to or in connection with any Takeover Proposal (other than an Acquisition Proposal, and (iii) to the extent not otherwise prohibited by this Agreement, to otherwise cooperate with, assist or take any action to facilitate any Acquisition Proposals or any other proposals that could lead to any Acquisition ProposalsAcceptable Confidentiality Agreement in accordance with Section 5.02(b)).

Solicitation; Change in Recommendation. (a) Notwithstanding anything Except as permitted by this Section 5.02, the Company shall and shall cause each of its Subsidiaries and its and their officers and directors to, and shall instruct and use its reasonable best efforts to cause its other Representatives to, (i) immediately cease any solicitation, discussions or negotiations with any Persons with respect to a Takeover Proposal that existed on or prior to the contrary set forth in this Agreementdate hereof and (ii) from the date hereof until the Effective Time or, during if earlier, the period commencing with the execution termination of this Agreement and continuing until 11:59 p.m. (Eastern time) on the 30th day after the date of execution of this Agreement (the “No-Shop Period Start Date”)in accordance with Article VII, the Company and its Subsidiaries and their respective Affiliates, officers, directors, agents and representatives (“Representatives”) shall have the rightnot, directly or indirectly, (iA) to initiate, solicit and/or solicit, or knowingly encourage (including by way of furnishing non-public information) the submission of one any inquiries regarding, or more Acquisition Proposals from one the making of any proposal or more Personsoffer that constitutes, including by furnishing or would reasonably be expected to lead to, a Takeover Proposal, (B) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other Person and/or its Affiliates, officers, directors, agents or Representatives any non-public information relating to in connection with, or for the purpose of, encouraging a Takeover Proposal or (C) enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement providing for a Takeover Proposal. The Company and/or shall promptly request the return or destruction of all information furnished by or on its Subsidiaries or by affording behalf to any Person and/or and its Affiliates, officers, directors, agents Representatives with respect to a Takeover Proposal on or Representatives access prior to the businessdate hereof. 35 (b) Notwithstanding anything contained in Section 5.02(a) or any other provision of this Agreement to the contrary, propertiesif at any time on or after the date hereof and prior to obtaining the Company Stockholder Approval, assetsthe Company or any of its Representatives receives a written Takeover Proposal, bookswhich Takeover Proposal did not result from any breach of this Section 5.02, records (i) the Company and its Representatives may contact such Person or other non-public information, group of Persons making the Takeover Proposal solely to clarify the terms and conditions thereof or to request that any Takeover Proposal made orally be made in writing and (ii) if the personnel, Board of Directors of the Company and/or determines in good faith, after consultation with its Subsidiaries financial advisors 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 and any of its Representatives may (each, a “Solicited Person”x) (all enter into an Acceptable Confidentiality Agreement with the Person or group of Persons making the Takeover Proposal and furnish pursuant to an Acceptable Confidentiality Agreement information (including non-public information) with respect to the Company and its Subsidiaries to the Person or group of Persons who has made such Takeover Proposal and its or their respective Representatives; provided that the Company shall promptly make available (and in any event within 24 hours) provide to the Parent any material non-public information concerning the Company and/or or any of its Subsidiaries that is provided to any Person given such access which was not previously made available provided to the Parent or its officersRepresentatives and (y) engage in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Takeover Proposal and its or their Representatives. (c) The Company shall promptly (and in any event within 24 hours after knowledge of receipt by an officer or director of the Company) notify Parent in the event that the Company or any of its Subsidiaries or its or their Representatives receives a Takeover Proposal and shall disclose to Parent the material terms and conditions of any such Takeover Proposal and the identity of the Person or group of Persons making such Takeover Proposal, directors and copies of any documents evidencing or Representativesdelivered in connection with such Takeover Proposal, and the Company shall keep Parent reasonably informed promptly (and in any event within 24 hours after knowledge of the applicable developments by an officer or director of the Company) of any material developments with respect to any such Takeover Proposal (including any material changes thereto, and including by providing copies of any revised or new documents evidencing or delivered in connection with such Takeover Proposal). For the avoidance of doubt, all information provided to Parent pursuant to this Section 5.02(c) will be subject to the terms of the Confidentiality Agreement. As used in this Agreement, “Acceptable Confidentiality Agreement” means (x) any confidentiality agreement entered into by the Company from and after the date of this Agreement that contains confidentiality provisions that are not less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement, except that such confidentiality agreement need not include explicit or implicit standstill provisions or otherwise restrict the making of or amendment or modification to Takeover Proposals, or (y) any confidentiality agreement entered into prior to the date of this Agreement, it being understood that the Company, in its sole discretion, shall be entitled to waive or release any preexisting explicit or implicit standstill provisions or similar agreements with any Person or group of Persons. 36 (d) Neither the Board of Directors of the Company nor any committee thereof shall (i)(A) withhold (in the case of the Board of Directors of the Company) or withdraw (or modify in a manner adverse to Parent), or publicly propose to withhold (in the case of the Board of Directors of the Company) or withdraw (or modify in a manner adverse to Parent), the Company Board Recommendation, (B) in the case of the Board of Directors of the Company, if any Takeover Proposal structured as a tender or exchange offer is commenced, fail to recommend against acceptance of such tender or exchange offer by the Company’s stockholders within ten (10) business days of commencement thereof pursuant to Rule 14d-2 of the Exchange Act or (C) recommend the approval or adoption of, or approve or adopt, or publicly propose to recommend, approve or adopt, any Takeover Proposal (it being understood that the Board of Directors of the Company or any committee thereof may make or cause the Company to (x) make a customary “stop, look and listen” communication, may elect to take no position with respect to a Takeover Proposal until the close of business on the tenth business day after the commencement of such Takeover Proposal pursuant to Rule 14e-2 under the Exchange Act without such action in and of itself being considered an adverse modification and (y) disclose that the Board of Directors of the Company or any committee thereof has determined that a Takeover Proposal constitutes a Superior Proposal, that the Board of Directors of the Company or any committee thereof intends to make an Adverse Recommendation Change or that the Company intends to terminate this Agreement to enter into a Company Acquisition Agreement and in each case any material facts and circumstances relating thereto) (any action described in this clause (i) being referred to as an “Adverse Recommendation Change”) or (ii) authorize, execute or enter into (or cause or permit the Company or any of its Subsidiaries to execute or enter into) any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement relating to a Takeover Proposal, other than any Acceptable Confidentiality Agreement (each, a “Company Acquisition Agreement”). Notwithstanding the foregoing or any other provision of this Agreement to the contrary, prior to obtaining the Company Stockholder Approval, but not after, the Board of Directors of the Company or any committee thereof may (I) make an Adverse Recommendation Change or (II) cause the Company to enter into a Company Acquisition Agreement with respect to a Takeover Proposal not solicited in violation of this Section 5.02 and terminate this Agreement pursuant to Section 7.01(d)(ii), in either case 37 if the Board of Directors of the Company has determined in good faith, after consultation with its financial advisors and outside legal counsel, that (x) in the case of clause (I) where the Adverse Recommendation Change is not made in response to a Takeover Proposal, failure to take such action is reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable Law and (y) in the case of (A) clause (I) where such Adverse Recommendation Change is made in response to a Takeover Proposal or (B) clause (II), such Takeover Proposal constitutes a Superior Proposal and the failure to take such action is reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable Law; provided, however, that the Board of Directors of the Company or any committee thereof shall not, and shall cause the Company not to, take any action set forth in clause (I) or clause (II), unless (1) the Company has given Parent at least five calendar days’ prior written notice of its intention to take such action (which notice shall specify the reasons therefor and, if relating to a Takeover Proposal, include an unredacted copy of any such Superior Proposal and an unredacted copy of any relevant proposed transaction agreements, the identity of the party making such Superior Proposal and the material terms thereof), (2) the Company has negotiated, and has caused its Representatives to negotiate, in good faith with Parent during such notice period, to the extent Parent wishes to negotiate, to enable Parent to propose in writing a binding offer to effect revisions to the terms of this Agreement such that it would cause such Superior Proposal to no longer constitute a Superior Proposal (or, if the action set forth in clause (I) does not relate to a Takeover Proposal, such that the failure to make an Adverse Recommendation Change would not reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law) and (3) following the end of such notice period, the Board of Directors of the Company shall have considered in good faith such binding offer, and shall have determined that the Superior Proposal would continue to constitute a Superior Proposal (or, if the action set forth in clause (I) does not relate to a Takeover Proposal, that the failure to effect an Adverse Recommendation Change would continue to be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable Law) if the revisions proposed in such binding offer were to be given effect (it being understood that in the event of any change to the financial terms or any other material terms of any such Superior Proposal (or, if the action set forth in clause (I) does not relate to a Takeover Proposal, any material change to the underlying relevant facts and circumstances), this proviso shall again apply (but the five calendar day period shall instead be two calendar days); and provided further that any purported termination of this Agreement pursuant to this sentence shall be void and of no force and effect unless the termination is in accordance with Section 7.01 and, the Company pays Parent the applicable Company Termination Fee in accordance with Section 7.03 prior to or concurrently with such termination. (e) Nothing in this Section 5.02 or elsewhere in this Agreement shall prohibit the Company or the Board of Directors of the Company or any committee thereof from (i) taking and disclosing to the stockholders of the Company a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act or (ii) making any disclosure to the stockholders of the Company that is required by applicable Law; provided, however, that any such disclosure or statement that constitutes or contains an Adverse Recommendation Change shall be subject to the provisions of Section 5.02(d). 38 (f) As used in this Agreement, “Takeover Proposal” shall mean any inquiry, proposal or offer from any Person or group (other than Parent and its Subsidiaries) relating to, in a single transaction or series of related transactions, any direct or indirect (i) acquisition of more than 25% of the consolidated assets of the Company and its Subsidiaries (based on the fair market value thereof, as determined in good faith by the Board of Directors of the Company), including through the acquisition of one or more Subsidiaries of the Company owning such assets, (ii) to continueacquisition of more than 25% of the outstanding Company Common Stock or voting power of the Company, enter into, participate in and/or engage in any discussions or negotiations with one or more Persons and/or their Affiliates, officers, directors, agents or Representatives with respect to one or more Acquisition Proposals or any other proposals that could lead to an Acquisition Proposal, and (iii) tender offer or exchange offer that if consummated would result in any Person or group beneficially owning more than 25% of the outstanding Company Common Stock or voting power of the Company or (iv) merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which such Person or group (or the extent stockholders of any Person) would acquire, directly or indirectly, more than 25% of the consolidated assets of the Company and its Subsidiaries (based on the fair market value thereof, as determined in good faith by the Board of Directors of the Company) or more than 25% of the aggregate voting power of the Company or of the surviving entity in a merger, consolidation, share exchange or other business combination involving the Company or the resulting direct or indirect parent of the Company or such surviving entity, in each case, other than the Transactions; provided, however, that this Agreement and the Transactions shall not otherwise prohibited by be deemed a Takeover Proposal. (g) As used in this Agreement, “Superior Proposal” shall mean any bona fide written Takeover Proposal that the Board of Directors of the Company has determined in its good faith judgment after consultation with its financial advisors and outside legal counsel, (i) to otherwise cooperate withbe more favorable from a financial point of view to the Company’s stockholders than the Transactions and (ii) is reasonably capable of being completed on the terms proposed, assist or take any action taking into account all legal, regulatory, financial, timing, financing and other aspects of such proposal and of this Agreement; provided that for purposes of the definition of “Superior Proposal”, the references to facilitate any Acquisition Proposals or any other proposals that could lead “25%” in the definition of Takeover Proposal shall be deemed to any Acquisition Proposalsbe references to “50%”. SECTION 5.03.