Common use of Solicitation; Change in Recommendation Clause in Contracts

Solicitation; Change in Recommendation. (a) Except as expressly permitted by this Section 5.02, from and after the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 7.01, the Company shall not, and shall cause its Subsidiaries not to and shall direct its and their Representatives not to, (i) initiate, solicit, facilitate or encourage (including by way of furnishing 35 non‑public information), whether publicly or otherwise, any inquiries with respect to, or the making of, any Acquisition Proposal, (ii) engage in any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any Person relating to an Acquisition Proposal, (iii) enter into, engage in and maintain discussions or negotiations with respect to any Acquisition Proposal (or inquiries, proposals or offers or other efforts that would reasonably be expected to lead to any Acquisition Proposal) or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, offers, efforts, discussions or negotiations, (iv) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, (v) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal, (vi) approve, endorse, recommend, execute or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other Contract relating to any Acquisition Proposal (each, a “Company Acquisition Agreement”) or any proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, or (vii) resolve or agree to do any of the foregoing or otherwise authorize or permit any of its Representatives to take any such action. The Company shall, and shall instruct and cause its Subsidiaries and each of their respective Representatives to immediately cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective Representatives) in connection with an Acquisition Proposal. The Company also agrees that it will promptly request each Person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information furnished to such Person by or on behalf of it or any of its Subsidiaries prior to the date hereof. The Company shall promptly notify Parent (and in any event within twenty‑four hours) of the receipt of any Acquisition Proposal after the date hereof, which notice shall identify the third party making any Acquisition Proposal and shall include a summary of the material terms and conditions of any material developments, discussions or negotiations in connection therewith, and any material modifications to the financial or other terms and conditions of any such Acquisition Proposal.

Solicitation; Change in Recommendation. (a) Except as expressly permitted by this Subject to Section 5.025.3(b), Section 5.3(c), Section 5.4(c) and Section 5.4(d), during the period from and after the date hereof of this Agreement until the earlier of the Effective Time or, if earlier, and the valid termination of this Agreement in accordance with Section 7.01Article VII, the Company shall not, and shall cause not authorize or permit its Subsidiaries not to to, and shall direct not permit its and or their Representatives not to, directly or indirectly: (i) initiate, solicitknowingly encourage, knowingly facilitate or encourage solicit (including in each case by way of furnishing 35 non‑public information), whether publicly non-public information of the Company or otherwise, any of its Subsidiaries to any Person) any inquiries with respect to, or the making making, submission, announcement or implementation of, any Acquisition Proposal, proposal or offer (iiwritten or oral) engage in any negotiations or discussions concerningthat constitutes, or provide access to its properties, books and records or any confidential information or data to, any Person relating to an Acquisition Proposal, (iii) enter into, engage in and maintain discussions or negotiations with respect to any Acquisition Proposal (or inquiries, proposals or offers or other efforts that would reasonably be expected to lead to to, a Takeover Proposal, (ii) initiate, knowingly encourage, participate in or solicit any Acquisition Proposal) or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, offers, efforts, discussions or negotiationsnegotiations with any Person (whether such discussions or negotiations are initiated by the Company, any of its Representatives or a third party), other than Parent or any of its Representatives, regarding or in furtherance of such inquiries or relating to a Takeover Proposal, (iviii) amend provide any non-public information, documentation or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities data of the Company or any of its SubsidiariesSubsidiaries to any Person, other than Parent or any of its Representatives, relating to a Takeover Proposal, (iv) otherwise cooperate with any effort or attempt to make, implement or accept any Takeover Proposal, (v) approve, endorse take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or recommendother similar anti-takeover statute or regulation (including any transaction under, or propose publicly a third party becoming an “interested stockholder” under, Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company Charter Documents inapplicable to approveany transactions contemplated by a Takeover Proposal (and, endorse or recommendto the extent permitted thereunder, the Company shall promptly take all steps necessary to terminate any Acquisition Proposalwaiver that may have been heretofore granted to any Person other than Parent any of its Affiliates under any such provisions), (vi) approve, endorse, recommend, execute or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheetagreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other Contract relating agreement constituting or related to, or which is intended to or is reasonably likely to lead to, any Acquisition Takeover Proposal (each, a “Company Acquisition Agreement”) or any proposal or offer that could reasonably be expected to lead to other than an Acquisition ProposalAcceptable Confidentiality Agreement as set forth in the provisions of Section 5.3(c)), or (vii) adopt or approve any Takeover Proposal, or propose the approval or adoption of any Takeover Proposal, or resolve or agree to do any of the foregoing or otherwise authorize or permit any of its Representatives to take any such action. The Company shallshall immediately cease, and shall instruct and cause its Subsidiaries and each of direct its and their respective Representatives to immediately cease terminate, any solicitationscooperation with or assistance or participation in any inquiries or proposals of any Persons made prior to the date hereof, and any discussions or negotiations with any Person (other than Persons conducted theretofore by the parties hereto Company, its Subsidiaries or any of its or their Representatives, in each case, with respect to any Takeover Proposal, and their respective Representatives) in connection with an Acquisition Proposal. The Company also agrees that it will promptly request each Person (other than the parties hereto and their respective Representatives) that has prior instruct to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company to return be returned or destroy destroyed all confidential non-public information furnished to such Person provided by or on behalf of it the Company or any of its Subsidiaries prior to the date hereof. The Company shall promptly notify Parent (and in any event within twenty‑four hours) of the receipt of any Acquisition Proposal after the date hereof, which notice shall identify the third party making any Acquisition Proposal and shall include such Person relating to a summary of the material terms and conditions of any material developments, discussions or negotiations in connection therewith, and any material modifications to the financial or other terms and conditions of any such Acquisition Takeover Proposal.

Solicitation; Change in Recommendation. (a) Except as expressly permitted by this Section 5.02The Company shall, from and after shall cause its Subsidiaries to, and shall instruct and cause its and its Subsidiaries’ Representatives to, immediately cease all existing discussions or negotiations with any Person conducted heretofore with respect to any Takeover Proposal. From the date hereof until the Effective Time orearlier of the Offer Closing or the date, if earlierany, the valid termination of on which this Agreement in accordance with is terminated pursuant to Section 7.018.1, the Company shall not, and shall cause its Subsidiaries Subsidiaries, directors, officers and employees not to to, and shall direct not authorize or permit any of its and their or its Subsidiaries other Representatives not to, directly or indirectly, (i) solicit, initiate, solicit, knowingly encourage or knowingly facilitate or encourage (including by way of furnishing 35 non‑public information), whether publicly or otherwise, any inquiries with respect to, Takeover Proposal or the making ofor consummation thereof or the making of any inquiry, any Acquisition Proposal, (ii) engage in any negotiations offer or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any Person relating to an Acquisition Proposal, (iii) enter into, engage in and maintain discussions or negotiations with respect to any Acquisition Proposal (or inquiries, proposals or offers or other efforts proposal that would reasonably be expected to lead to any Acquisition Takeover Proposal, (ii) enter into, engage in or otherwise participate in any discussions (except to notify such Person of the existence of the provisions of this Section 6.3) or negotiations regarding, or furnish to any Person any non-public information in connection with, any Takeover Proposal, or otherwise cooperate with in any way with, or assist or knowingly assist, participate in, facilitate or facilitate encourage any such inquirieseffort by, proposalsany third party that is seeking to make, offersor has made, effortsany Takeover Proposal, discussions (iii) approve or negotiationsrecommend, or make any public statement approving or recommending, a Takeover Proposal, (iv) enter into any letter of intent, merger agreement or other agreement providing for a Takeover Proposal, (v) submit any Takeover Proposal to a vote of the stockholders of the Company, (vi) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, (vvii) approve, endorse or recommendapprove any transaction under, or propose publicly to approveany third party becoming an “interested stockholder” under, endorse or recommend, any Acquisition Proposal, (vi) approve, endorse, recommend, execute or enter into any agreement in principle, letter Section 203 of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other Contract relating to any Acquisition Proposal (each, a “Company Acquisition Agreement”) or any proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, the DGCL or (viiviii) resolve or agree to do any of the foregoing or otherwise authorize or permit any of its Representatives to take any such actionforegoing. The Company shall, and shall instruct cause each of its Subsidiaries to, and shall cause its and their Representatives to, immediately cease and cause to be terminated any data room access (or other diligence access) of, any Person and its Representatives with respect to a Takeover Proposal, and use reasonable best efforts to obtain the return from all such Persons or cause the destruction of all copies of nonpublic information previously provided to such parties by the Company, its Subsidiaries and each or its or their Representatives. Without limiting the foregoing, it is understood that any action taken by any Subsidiary of their respective Representatives to immediately cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective Representatives) in connection with an Acquisition Proposal. The Company also agrees that it will promptly request each Person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information furnished to such Person by or on behalf any Representative of it the Company or any of its Subsidiaries prior that, if taken by the Company, would be a violation of this Section 6.3, shall be deemed to be a breach of this Section 6.3 by the date hereof. The Company shall promptly notify Parent (and in any event within twenty‑four hours) of the receipt of any Acquisition Proposal after the date hereof, which notice shall identify the third party making any Acquisition Proposal and shall include a summary of the material terms and conditions of any material developments, discussions or negotiations in connection therewith, and any material modifications to the financial or other terms and conditions of any such Acquisition ProposalCompany.

Solicitation; Change in Recommendation. (a) Except as expressly 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 date hereof and (ii) from and after the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 7.01Article VII, the Company shall not, and shall cause its Subsidiaries not to and shall direct its and their Representatives not todirectly or indirectly, (iA) initiate, solicit, facilitate or knowingly encourage (including by way of furnishing 35 non‑public non-public information), whether publicly or otherwise, ) the submission of any inquiries with respect toregarding, or the making of, of any Acquisition Proposal, (ii) engage in any negotiations proposal or discussions concerningoffer that constitutes, or provide access to its properties, books and records or any confidential information or data to, any Person relating to an Acquisition Proposal, (iii) enter into, engage in and maintain discussions or negotiations with respect to any Acquisition Proposal (or inquiries, proposals or offers or other efforts that would reasonably be expected to lead to any Acquisition Proposal) or otherwise cooperate with or assist or participate into, or facilitate any such inquiries, proposals, offers, efforts, discussions or negotiations, (iv) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, (v) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition a Takeover Proposal, (viB) approveengage in, endorsecontinue or otherwise participate in any discussions or negotiations regarding (except to notify any Person of the provisions of this Section 5.02), recommendor furnish to any other Person any non-public information in connection with, execute or for the purpose of, encouraging a Takeover Proposal or (C) enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreementagreement in principle, merger agreement, option agreement, joint venture agreement, partnership acquisition agreement or other Contract similar agreement providing for a Takeover Proposal. The Company shall promptly request the return or destruction of all information furnished by or on its behalf to any Person and its Representatives with respect to a Takeover Proposal on or prior to the date hereof. (b) Notwithstanding anything contained in Section 5.02(a) or any other provision of this Agreement to the contrary, if at any time on or after the date hereof and prior to obtaining the Company Shareholder Approval, the Company or any of its Representatives receives an oral or written Takeover Proposal, which Takeover Proposal did not result from any breach of this Section 5.02, (i) the Company and its Representatives may contact and engage in discussions with such Person or group of Persons making the Takeover Proposal or its or their Representatives and financing sources to clarify the terms and conditions thereof or to request that any Takeover Proposal made orally be made in writing or to notify such Person or group of Persons or its or their Representatives and financing sources of the provisions of this Section 5.02 and (ii) if the Board of Directors of the Company or any committee thereof determines in good faith, after consultation with its financial advisors and outside legal counsel, that any such written Takeover Proposal constitutes or could reasonably be expected to result in a Superior Proposal and the failure to take the following actions is reasonably likely to be inconsistent with the Board of Directors’ fiduciary duties under applicable Law, then the Company and any of its Representatives may (x) 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 and financing sources; provided that the Company shall promptly (and in any event within 24 hours) provide to Parent any non-public information concerning the Company or any of its Subsidiaries that is provided to any Person given such access which was not previously provided to Parent or its Representatives 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 and financing sources. 33 (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 any of 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 and shall provide Parent with copies of any documents evidencing or delivered 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. (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 to 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 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, and may cause the Company to, (x) if any Takeover Proposal structured as a tender or exchange offer is commenced, make a customary “stop, look and listen” communication, or elect to take no position with respect to a Takeover Proposal until such time as a position statement is required pursuant to Rule 14e-2 under the Exchange Act without such communication or election in and of itself being considered an Adverse Recommendation Change or (y) disclose, to the extent that any of the following actions would be otherwise permitted in accordance with the terms of this Agreement, 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), other than the actions in the foregoing clause (x), 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 Acquisition Proposal 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 Shareholder 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 34 this Section 5.02 and terminate this Agreement pursuant to Section 7.01(d)(ii), in either case if the Board of Directors of the Company or any committee thereof has determined in good faith, after consultation with its financial advisors and outside legal counsel, that (x) in the case of clause (I), failure to take such action is reasonably likely to be inconsistent with the Board of Directors’ fiduciary duties under applicable Law and (y) in the case of clause (II), such Takeover Proposal constitutes a Superior Proposal and the failure to take such action is reasonably likely to be inconsistent with the Board of 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 business 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 effect an Adverse Recommendation Change would not be reasonably likely to be inconsistent with the Board of Directors’ fiduciary duties under applicable Law), (3) following the end of such notice period, the Board of Directors of the Company or any committee thereof 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 Board of 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 business day period shall instead be two business 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 or causes to be paid to Parent the applicable Company Termination Fee in accordance with Section 7.03 prior to or concurrently with such termination. The wire instructions for payment of the Termination Fee are attached hereto as Exhibit B. 35 (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) if any Takeover Proposal structured as a tender or exchange offer is commenced, taking and disclosing to the shareholders 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 shareholders of the Company that is required by applicable Law or if the Board of Directors of the Company determines in good faith, after consultation with the Company’s outside legal counsel, that the failure of the Board of Directors of the Company to make such disclosure is reasonably likely to be inconsistent with the Board of Directors’ exercise of their duties to the Company’s shareholders under 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). (f) As used in this Agreement, “Acceptable Confidentiality Agreement” means any confidentiality agreement entered into by the Company from and after the date of this Agreement that (i) 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 contain a counterpart of the provisions set forth in paragraph 8 of the Confidentiality Agreement or any implicit standstill provisions or otherwise restrict the making of or an amendment or modification to a Takeover Proposal (paragraph 8, together with any such provisions, the “Restrictive Provisions”), or it may contain less restrictive provisions, in either of which events, the applicable Restrictive Provisions of the Confidentiality Agreement shall be deemed to have been deleted or amended to incorporate the less restrictive provisions, as applicable, and except for such changes necessary in order for the Company to be able to comply with its obligations under this Agreement) and (ii) does not restrict the Company from providing the access, information or data required to be provided to Parent pursuant to this Section 5.02. (g) As used in this Agreement, “Takeover Proposal” shall mean any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, or (vii) resolve or agree to do any of the foregoing or otherwise authorize or permit any of its Representatives to take any such action. The Company shall, and shall instruct and cause its Subsidiaries and each of their respective Representatives to immediately cease any solicitations, discussions or negotiations with 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 15% or more of the parties hereto consolidated assets of the Company and their respective Representativesits Subsidiaries (based on the fair market value thereof, as determined in good faith by the Board of Directors of the Company or any committee thereof), including through the acquisition of one or more Subsidiaries of the Company owning such assets, (ii) acquisition of 15% or more of the outstanding Company Common Shares (or issuance of securities representing more than 15% of the outstanding shares of any class of voting securities of the Company), (iii) tender offer or exchange offer that if consummated would result in connection with an Acquisition Proposal. The any Person or group beneficially owning 15% or more of the outstanding Company also agrees that it will promptly request Common Shares 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 shareholders of any Person) would acquire, directly or indirectly, 15% or more 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 any committee thereof) or 15% or more 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 Person (case, other than the parties hereto Transactions; provided, however, that this Agreement and their respective Representativesthe Transactions shall not be deemed a Takeover Proposal. 36 (h) As used in this Agreement, “Superior Proposal” shall mean any bona fide written Takeover Proposal that the Board of Directors of the Company or any committee thereof has prior determined in its good faith judgment after consultation with its financial advisors and outside legal counsel, (i) to be more favorable from a financial point of view to the date hereof executed a confidentiality agreement in connection with its consideration Company’s shareholders than the Transactions and (ii) is reasonably capable of acquiring being completed on the Company to return or destroy terms proposed, taking into account all confidential information furnished to legal, regulatory, financial, timing, financing and other aspects of such Person by or on behalf proposal and of it or any of its Subsidiaries prior to the date hereof. The Company shall promptly notify Parent (and in any event within twenty‑four hours) this Agreement; provided that for purposes of the receipt definition of any Acquisition “Superior Proposal”, the references to “15%” in the definition of Takeover Proposal after the date hereof, which notice shall identify the third party making any Acquisition Proposal and shall include a summary of the material terms and conditions of any material developments, discussions or negotiations in connection therewith, and any material modifications be deemed to the financial or other terms and conditions of any such Acquisition Proposalbe references to “50%”. SECTION 5.03.

Solicitation; Change in Recommendation. (a) Except as expressly permitted by this Section 5.024.3, the Company shall and shall cause each of the Company Subsidiaries and the Company Representatives to (i) immediately cease and cause to be terminated any and all solicitations or encouragement of Takeover Proposals from, and discussions or negotiations with respect to Takeover Proposals with, any Persons conducted prior to the execution of this Agreement by the Company, the 31 Company Subsidiaries or any of the Company Representatives, and (ii) promptly request any such Person to promptly return or destroy all confidential information concerning the Company and the Company’s Subsidiaries. Except as permitted by this Section 4.3, from and after the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 7.01Article VIII, the Company shall not, and shall cause its each of the Company Subsidiaries not to, and the Company shall not give permission to or authorize any Company Representatives to, and the Company shall direct use its and their reasonable best efforts to cause the Company Representatives not to, directly or indirectly, (iA) solicit, initiate, solicitor knowingly facilitate, facilitate cooperate with or knowingly encourage (including by way of furnishing 35 non‑public information)non-public information or data or affording access to the books, whether publicly records or otherwise, employees of the Company) any inquiries with respect toregarding, or the making of, any Acquisition Proposal, (ii) engage in any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any Person relating to an Acquisition Proposal, (iii) enter into, engage in and maintain discussions or negotiations with respect to any Acquisition Proposal (or inquiries, proposals or offers or other efforts that would reasonably be expected to lead to any Acquisition Proposal) or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, offers, efforts, discussions or negotiations, (iv) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, (v) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal, (vi) approve, endorse, recommend, execute or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other Contract relating to any Acquisition Proposal (each, a “Company Acquisition Agreement”) or any proposal or offer that constitutes, or could 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 an Acquisition any other party information or data in connection with or for the purpose of encouraging or facilitating, a Takeover Proposal, (C) enter into any letter of intent, agreement, contract or agreement in principle with respect to a Takeover Proposal, (D) enter into any agreement, contract or agreement in principle requiring the Company to abandon, terminate or breach its obligations hereunder or fail to consummate the Merger, (E) take any action to make the provisions of any Takeover Laws inapplicable to any transactions contemplated by a Takeover Proposal, (F) terminate, amend, release, modify or fail to enforce any provision of, or grant any permission, waiver or request under, any standstill, confidentiality or similar agreement entered into by the Company in respect of or in contemplation of a Takeover Proposal, or (viiG) resolve or agree publicly propose to do any of the foregoing or otherwise authorize or permit any of its Representatives to take any such action. The Company shall, and shall instruct and cause its Subsidiaries and each of their respective Representatives to immediately cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective Representatives) in connection with an Acquisition Proposal. The Company also agrees that it will promptly request each Person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information furnished to such Person by or on behalf of it or any of its Subsidiaries prior to the date hereof. The Company shall promptly notify Parent (and in any event within twenty‑four hours) of the receipt of any Acquisition Proposal after the date hereof, which notice shall identify the third party making any Acquisition Proposal and shall include a summary of the material terms and conditions of any material developments, discussions or negotiations in connection therewith, and any material modifications to the financial or other terms and conditions of any such Acquisition Proposal...

Solicitation; Change in Recommendation. (a) Except as expressly permitted by this Section 5.02, the Company shall, and shall cause each of its Subsidiaries to, and shall instruct and use its reasonable best efforts to cause its and their respective Representatives to, (i) immediately cease any solicitation, discussions or negotiations with any Persons that may be ongoing with respect to a Takeover Proposal, cease providing any information with respect to the Company and its Subsidiaries to such Person and request the prompt return or destruction of all confidential information concerning the Company and its Subsidiaries in such Person’s possession or control and (ii) from and after the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 7.01Article VII, the Company shall not, and shall cause its Subsidiaries not to and shall direct its and their Representatives not todirectly or indirectly, (iA) initiate, solicit, facilitate solicit or knowingly encourage (including by way of furnishing 35 non‑public non-public information), whether publicly or otherwise, ) the submission of any inquiries with respect toregarding, or the making ofof any inquiry, any Acquisition Proposal, (ii) engage in any negotiations proposal or discussions concerningoffer that constitutes, or provide access to its properties, books and records or any confidential information or data to, any Person relating to an Acquisition Proposal, (iii) enter into, engage in and maintain discussions or negotiations with respect to any Acquisition Proposal (or inquiries, proposals or offers or other efforts that would reasonably be expected to lead to any Acquisition Proposal) or otherwise cooperate with or assist or participate into, or facilitate any such inquiries, proposals, offers, efforts, discussions or negotiations, (iv) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, (v) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition a Takeover Proposal, (viB) approveengage in, endorsecontinue or otherwise participate in any discussions or negotiations regarding, recommendor furnish to any other Person any non-public information in connection with, or for the purpose of, encouraging any inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to, a Takeover Proposal, (C) execute or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheetagreement in principle, acquisition license agreement, merger agreement, option agreement, joint venture agreement, partnership acquisition agreement or other Contract similar agreement (other than, for the avoidance of doubt, an Acceptable Confidentiality Agreement) relating to any Acquisition Proposal (each, a “Company Acquisition Agreement”) or any proposal or offer that could reasonably be expected to lead to an Acquisition Takeover Proposal, or (viiD) resolve or agree to do any of the foregoing or otherwise authorize or permit any of its Representatives to take any such action. The foregoing; provided, that nothing herein shall prevent the Company shall, and shall instruct and cause its Subsidiaries and each of their respective Representatives to immediately cease any solicitations, discussions or negotiations with form notifying any Person (other than of the parties hereto and their respective Representatives) in connection with an Acquisition Proposal. The Company also agrees existence of this Section 5.02; provided, further, that it will promptly request each Person (other than any determination or action by the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration Board of acquiring Directors of the Company permitted under Section 5.02(b), Section 5.02(e) or Section 5.02(f) shall not be deemed to return be a breach or destroy all confidential information furnished to such Person by or on behalf violation of it or any of its Subsidiaries prior to the date hereof. The Company shall promptly notify Parent (and in any event within twenty‑four hours) of the receipt of any Acquisition Proposal after the date hereof, which notice shall identify the third party making any Acquisition Proposal and shall include a summary of the material terms and conditions of any material developments, discussions or negotiations in connection therewith, and any material modifications to the financial or other terms and conditions of any such Acquisition Proposalthis Section 5.02(a).

Solicitation; Change in Recommendation. (a) Except as expressly permitted by this Section 5.02, (i) the Company shall, and shall instruct and cause its Subsidiaries and their respective directors and officers to and instruct its other Representatives to, immediately cease any existing discussions or negotiations with any Person that may be ongoing with respect to a Takeover Proposal, or any inquiry, proposal, indication of interest or offer that would reasonably be expected to lead to, or result in, a Takeover Proposal, cease providing any information with respect to the Company or any of its Subsidiaries or access to the business, properties, assets, books, records or other non-public information, or to any personnel of the Company or its Subsidiaries and, terminate all physical and electronic data room access previously granted to any Person or its Representatives in connection with a Takeover Proposal, or any inquiry, proposal, indication of interest or offer that would reasonably be expected to lead to, or result in, a Takeover Proposal, and request in writing the prompt return or destruction of all confidential information concerning the Company and its Subsidiaries in such Person’s possession or control and (ii) neither the Company nor any of its Subsidiaries shall, nor shall they authorize or knowingly permit any of their Representatives to, from and after the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 7.01Article VII, the Company shall not, and shall cause its Subsidiaries not to and shall direct its and their Representatives not todirectly or indirectly, (iA) initiate, solicit, facilitate or encourage knowingly facilitate, (including by way of furnishing 35 non‑public non-public information)) the submission of any inquiries, whether publicly or otherwise, any inquiries with respect toregarding, or the making ofof any inquiry, any Acquisition Proposal, (ii) engage in any negotiations proposal or discussions concerningoffer that constitutes, or provide access to its properties, books and records or any confidential information or data to, any Person relating to an Acquisition Proposal, (iii) enter into, engage in and maintain discussions or negotiations with respect to any Acquisition Proposal (or inquiries, proposals or offers or other efforts that 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 Acquisition ProposalPerson (other than Parent, Merger Sub or their respective Affiliates) any non-public information relating to the Company or otherwise cooperate its Subsidiaries or afford to any Person access to the business, properties, assets, books or records, or to any personnel of the Company or its Subsidiaries, in any such case, with the intent of, encouraging any inquiry, proposal, or assist offer that constitutes, or participate would reasonably be expected to lead to, or result in, or facilitate any such inquiries, proposals, offers, efforts, discussions or negotiationsa Takeover Proposal, (ivC) amend or grant any waiver or release under under, or fail to use reasonable best efforts to enforce, any standstill standstill, confidentiality or similar agreement with the Company or its Subsidiaries or with respect to any class of equity securities of the Company or any its Subsidiaries entered into in respect of, in contemplation of its Subsidiaries, (v) approve, endorse or recommend, or propose publicly otherwise relating to approve, endorse or recommend, any Acquisition a Takeover Proposal, (vi) approve, endorse, recommend, execute or enter into any agreement except to solely permit the making of a Takeover Proposal in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other Contract relating to any Acquisition Proposal (each, a “Company Acquisition Agreement”accordance with Section 5.02(b) or any proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, or (viiD) resolve or agree to do any of the foregoing or otherwise authorize or permit any of its Representatives to take any such action. The foregoing; provided that nothing herein shall prevent the Company shall, and shall instruct and cause its Subsidiaries and each of their respective Representatives to immediately cease any solicitations, discussions or negotiations with from notifying any Person (other than the parties hereto and their respective Representatives) in connection with an Acquisition Proposal. The Company also agrees that it will promptly request each Person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information furnished to such Person by or on behalf of it or any of its Subsidiaries prior to the date hereof. The Company shall promptly notify Parent (and in any event within twenty‑four hours) of the receipt provisions of any Acquisition Proposal after the date hereof, which notice shall identify the third party making any Acquisition Proposal and shall include a summary of the material terms and conditions of any material developments, discussions or negotiations in connection therewith, and any material modifications to the financial or other terms and conditions of any such Acquisition Proposal.this Section 5.02. 42 |

Solicitation; Change in Recommendation. (a) Except as expressly permitted by this Section 5.02, from and after the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 7.01, the Company shall notshall, and shall cause each of its Subsidiaries not to and shall direct its and their respective officers, directors and employees to, and shall use its reasonable best efforts to cause its and their other Representatives not to, (i) on the date hereof (the “No-Shop Period Start Date”), immediately (A) cease any solicitation, encouragement, discussions, communications or negotiations with any persons with respect to a Takeover Proposal, potential Takeover Proposal or any inquiry, offer or proposal with respect to, or that would reasonably be expected to lead to, a Takeover Proposal, in each case, that existed prior to the date of this Agreement, (B) request the prompt return or destruction of all confidential information previously furnished in connection therewith and (C) immediately terminate all physical and electronic dataroom access previously granted to any such person or its Representatives, in each case, other than with respect to Parent and its Affiliates and Representatives and (ii) from the No-Shop Period Start Date until the Company obtains the Company Stockholder Approval, not, directly or indirectly, (A) initiate, solicitsolicit or knowingly facilitate, facilitate induce or encourage (including by way of furnishing 35 non‑public non-public information)) the making or submission of any Takeover Proposal or any inquiry, whether publicly offer or otherwise, any inquiries proposal with respect to, or the making ofthat would reasonably be expected to lead to, any Acquisition a Takeover Proposal, (ii) engage in any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any Person relating to an Acquisition Proposal, (iiiB) enter into, engage in, continue or otherwise participate in and maintain any discussions or negotiations with respect regarding, or furnish to any Acquisition other person any non-public information or access in connection with, in response to or for the purpose of, facilitating or encouraging, a Takeover Proposal or any inquiry, offer or proposal that would reasonably be expected to lead to, a Takeover Proposal (other than Parent and its Affiliates and Representatives), (C) approve, endorse or inquiriesrecommend, proposals or offers publicly propose to approve, endorse or other efforts recommend, any Takeover Proposal or any inquiry, offer or proposal that would reasonably be expected to lead to any Acquisition a Takeover Proposal) or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, offers, efforts, discussions or negotiations, (ivD) amend or grant any waiver or release under waive any standstill or similar agreement with respect agreement, (E) take any action to make any provision of any “fair price,” “moratorium,” “control share acquisition,” or other form of antitakeover statute or regulation (or any related provision in the Company’s governing documents) applicable to any class of equity securities of the Company or any of its Subsidiaries, transactions contemplated by a Takeover Proposal and/or (vF) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal, (vi) approve, endorse, recommend, execute or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other Contract relating to any Acquisition Proposal (each, a “Company Acquisition Agreement”) or any proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, or (vii) resolve or agree to do authorize any of the foregoing or otherwise authorize or permit any of its Representatives to take any such action. The Company shall, and shall instruct and cause its Subsidiaries and each of their respective Representatives to immediately cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective Representatives) in connection with an Acquisition Proposal. The Company also agrees that it will promptly request each Person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information furnished to such Person by or on behalf of it or any of its Subsidiaries prior to the date hereof. The Company shall promptly notify Parent (and in any event within twenty‑four hours) of the receipt of any Acquisition Proposal after the date hereof, which notice shall identify the third party making any Acquisition Proposal and shall include a summary of the material terms and conditions of any material developments, discussions or negotiations in connection therewith, and any material modifications to the financial or other terms and conditions of any such Acquisition Proposalforegoing.

Solicitation; Change in Recommendation. (a) Except as expressly permitted by this Section 5.026.4, the Company shall, and shall cause the Company Subsidiaries to, and shall use best efforts to cause the directors, officers and employees, consultants, agents, advisors, Affiliates and other representatives (collectively, “Representatives”) of it and the Company Subsidiaries to, cease any discussions or negotiations with any Person that may be ongoing as of the date of this Agreement with respect to any Takeover Proposal. Except as permitted by this Section 6.4, from and after the date hereof of this Agreement until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 7.01Article VIII, the Company shall not, and shall cause its the Company Subsidiaries not to and shall direct its and their Representatives not to, and shall use best efforts to cause the Representatives of it and the Company Subsidiaries not to, directly or indirectly, (iA) solicit, initiate, solicit, knowingly facilitate or knowingly encourage (including by way of furnishing 35 non‑public information), whether publicly or otherwise, any inquiries with respect toregarding, or the making of, any Acquisition Proposal, (ii) engage in any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any Person relating to an Acquisition Proposal, (iii) enter into, engage in and maintain discussions or negotiations with respect to any Acquisition Proposal (or inquiries, proposals or offers or other efforts that would reasonably be expected to lead to any Acquisition Proposal) or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, offers, efforts, discussions or negotiations, (iv) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, (v) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal, (vi) approve, endorse, recommend, execute or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other Contract relating to any Acquisition Proposal (each, a “Company Acquisition Agreement”) or any proposal or offer that constitutes, or could 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 an Acquisition any other Person information in connection with or for the purpose of encouraging or facilitating, a Takeover Proposal, (C) enter into any letter of intent, Contract or agreement in principle with respect to a Takeover Proposal, (D) approve or recommend any Takeover Proposal or any letter of intent, Contract or agreement in principle with respect to a Takeover Proposal, or (viiE) resolve modify, waive, amend or agree to do release any standstill or similar provisions in any letter of the foregoing intent, Contract or otherwise authorize or permit any of its Representatives to take any such action. The Company shall, and shall instruct and cause its Subsidiaries and each of their respective Representatives to immediately cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective Representatives) in connection with an Acquisition Proposal. The Company also agrees that it will promptly request each Person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection principle with its consideration of acquiring the Company respect to return or destroy all confidential information furnished to such Person by or on behalf of it or any Company Subsidiary, except in the case of this clause (E) if the Company Board determines in good faith (after consultation with outside counsel) that the failure to do so would be reasonably likely to be inconsistent with its Subsidiaries prior to fiduciary duties under applicable Law; provided, that the date hereof. The Company shall promptly notify in all instances provide Parent (and with reasonable prior written notice of any decision to modify, waive, amend or release any standstill or similar provisions in any event within twenty‑four hours) letter of intent, Contract or agreement in principle with respect to it or any Company Subsidiary (including the identity of the receipt Person in respect of any Acquisition Proposal after the date hereof, which notice shall identify the third party making any Acquisition Proposal and shall include a summary of the material terms and conditions of any material developments, discussions or negotiations in connection therewith, and any material modifications to the financial or other terms and conditions of any such Acquisition Proposaldecision has been made).