Common use of Solicitation; Change in Recommendation Clause in Contracts

Solicitation; Change in Recommendation. (a) Notwithstanding any other provision of this Agreement to the contrary, during the period beginning on the date of this Agreement and continuing until 11:59 p.m. (New York City time) on the 50th day following the date of this Agreement (the “No-Shop Period Start Date”), the Company and its Subsidiaries and their respective officers, directors, employees, consultants, agents, advisors, affiliates and other representatives retained in connection with the Transactions (collectively, “Representatives”) shall have the right to directly or indirectly: (i) initiate, solicit and encourage Takeover Proposals (as defined herein) (or inquiries, proposals or offers or other efforts or attempts that may lead to a Takeover Proposal), including by way of providing access to non-public information pursuant to (but only pursuant to) one or more Acceptable Confidentiality Agreements (as defined herein); provided that the Company shall promptly provide to Parent any material non-public information concerning the Company or its Subsidiaries that is provided to any Person given such access which was not previously provided to Parent or its Representatives; and (ii) enter into, engage in, and maintain discussions or negotiations with respect to Takeover Proposals or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, discussions or negotiations. For the purposes of this Agreement, “

Solicitation; Change in Recommendation. (a) Notwithstanding any other provision of this Agreement to the contrary, during During the period beginning on the date of this Agreement and continuing until 11:59 p.m. 12:01 a.m. (New York City time) on the 50th 51st day following the date of this Agreement (the “No-Shop Period Start Date”), the Company and its Subsidiaries and their respective officers, directors, employees, consultants, agents, advisors, affiliates advisors and other representatives retained in connection (such Persons, together with the Transactions (Subsidiaries of the Company, collectively, the “Company Representatives”) shall have the right to directly or indirectlyto: (i) initiate, solicit solicit, facilitate and encourage Takeover Proposals (as defined herein) (or inquiries, proposals or offers or other efforts or attempts that may lead to a Takeover Proposal)Proposals, including by way of providing access to non-public information to any other Person or group of Persons pursuant to (but only pursuant to) one or more an Acceptable Confidentiality Agreements (as defined herein)Agreement; provided that the Company shall promptly provide make available to Parent and Merger Sub any material non-public information concerning the Company or its Subsidiaries that is provided made available to any Person given such access which was not previously provided made available to Parent or its Representativesand Merger Sub; and (ii) enter into, engage in, into and maintain or continue discussions or negotiations with respect to Takeover Proposals or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, discussions or negotiationsnegotiations regarding a Takeover Proposal. For the purposes of this Agreement, “

Solicitation; Change in Recommendation. (a) Notwithstanding any other provision of this Agreement to the contrary, during During the period beginning on the date of this Agreement and continuing until 11:59 p.m. 12:01 a.m. (New York City time) on the 50th 51st day following the date of this Agreement (the “No-Shop Period Start Date”), the Company and its Subsidiaries and their respective officers, directors, employees, consultants, agents, advisors, affiliates advisors and other representatives retained in connection (such Persons, together with the Transactions (Subsidiaries of the Company, collectively, the “Company Representatives”) shall have the right to directly or indirectlyto: (i) initiate, solicit solicit, facilitate and encourage Takeover Proposals (as defined herein) (or inquiries, proposals or offers or other efforts or attempts that may lead to a Takeover Proposal)Proposals, including by way of providing access to non-public information to any other Person or group of Persons pursuant to (but only pursuant to) one or more an Acceptable Confidentiality Agreements (as defined herein)Agreement; provided that the Company shall promptly provide make available to Parent and Sub any material non-public information concerning the Company or its Subsidiaries that is provided made available to any Person given such access which was not previously provided made available to Parent or its Representativesand Sub; and (ii) enter into, engage in, into and maintain or continue discussions or negotiations with respect to Takeover Proposals or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, discussions or negotiationsnegotiations regarding a Takeover Proposal. For the purposes of this Agreement, “

Solicitation; Change in Recommendation. (a) Notwithstanding any other provision of this Agreement to the contrary, during the period beginning on the date of this Agreement and continuing until 11:59 p.m. (New York City time) on the 50th day following the date of this Agreement (the “No-Shop Period Start Date”)January 15, 2011, the Company and its Subsidiaries and their respective officers, directors, employees, consultants, agents, financial advisors, affiliates attorneys, accountants, other advisors, Affiliates and other representatives retained in connection with the Transactions (collectively, “Representatives”) shall have the right to directly or indirectly: (i) initiate, solicit and encourage encourage, whether publicly or otherwise, Takeover Proposals (as defined herein) (or inquiries, proposals or offers or other efforts or attempts that may reasonably be expected to lead to a Takeover Proposal), including by way of providing access to non-public information pursuant to (but only pursuant to) one or more Acceptable Confidentiality Agreements (as defined herein)Agreements; provided provided, that the Company shall promptly (and in any event within forty-eight hours) provide to Parent any material non-public information concerning the Company or its Subsidiaries that is provided to any Person given such access which was not previously provided to Parent or its Representatives; and (ii) enter into, engage in, and maintain discussions or negotiations with respect to Takeover Proposals (or inquiries, proposals or offers or other efforts or attempts that may reasonably be expected to lead to a Takeover Proposal) or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, offers, efforts, attempts, discussions or negotiations. For the purposes of this Agreement, “

Solicitation; Change in Recommendation. (a) Notwithstanding any other provision of this Agreement to the contrary, during the period beginning on the date of this Agreement and continuing until 11:59 12:01 p.m. (New York City time) on the 50th 40th day following the date of this Agreement (the “No-Shop Period Start Date”), the Company and its Subsidiaries and their respective officers, directors, employees, consultants, agents, advisors, affiliates Affiliates and other representatives retained in connection with the Transactions (collectively, “Representatives”) shall have the right to directly or indirectlyto: (i) initiate, solicit and encourage Takeover Proposals (as defined herein) (or inquiries, proposals or offers or other efforts or attempts that may are reasonably expected to lead to a Takeover Proposal), including by way of providing access to non-public information pursuant to (but only pursuant to) one or more Acceptable Confidentiality Agreements (as defined herein); provided that the Company shall promptly (and, in any event within forty-eight (48) hours) provide to Parent any material non-public information concerning the Company or its Subsidiaries that is provided to any Person given such access which was not previously provided to Parent or its Representatives; and (ii) enter into, engage in, and maintain discussions or negotiations with respect to Takeover Proposals or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, discussions or negotiations. For the purposes of this Agreement, “

Solicitation; Change in Recommendation. (a) Notwithstanding any other provision of this Agreement to the contrary, during the period beginning on the date of this Agreement and continuing until 11:59 12:01 p.m. (New York City time) on the 50th fortieth (40th) day following the date of this 40 Agreement (the “No-Shop Period Start Date”), the Company and its the Company Subsidiaries and their respective officers, directors, employees, consultants, agents, advisors, affiliates Affiliates and other representatives retained in connection with the Transactions (collectively, “Representatives”) shall have the right to directly or indirectlyto: (i) initiate, solicit and encourage Takeover Proposals (as defined herein) (or inquiries, proposals or offers or other efforts or attempts that may are reasonably expected to lead to a Takeover Proposal), including by way of providing access to non-public information pursuant to (but only pursuant to) one or more Acceptable Confidentiality Agreements (as defined herein)Agreements; provided that the Company shall promptly (and, in any event within twenty-four (24) hours) provide to Parent any material non-public information concerning the Company or its the Company Subsidiaries that is provided to any Person given such access which was not previously provided to Parent or its Representatives; and (ii) enter into, engage in, and maintain discussions or negotiations with respect to Takeover Proposals or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, discussions or negotiations. For the purposes of this Agreement, “.