Common use of Standstills; Confidentiality Agreements Clause in Contracts

Standstills; Confidentiality Agreements. Notwithstanding any provision of Section 6.02(e) to the contrary, the Company shall not grant any waiver or release under, or fail to enforce, any standstill or similar agreement; provided, however, at any time prior to the Offer Closing, the Company may grant a waiver or release under any standstill agreement or an agreement containing a standstill provision if the Company Board determines in good faith (after consultation with its outside legal counsel) that the failure to take such action would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable Law. The Company shall provide written notice to Parent of waiver or release of any standstill by the Company, including disclosure of the identities of the parties thereto and circumstances relating thereto. Except for the waiver or release of standstill as contemplated by this Section 6.02(i), the Company shall enforce, and shall not release or permit the release of any person from, or amend, waive, terminate or modify, and shall not permit the amendment, waiver, termination or modification of, any provision of, any confidentiality or similar agreement or provision to which the Company or any of its Subsidiaries is a party or under which the Company or any of its Subsidiaries has any rights. The Company shall not, and shall not permit any of its Representatives to, enter into any confidentiality or similar agreement subsequent to the date of this Agreement that prohibits the Company from providing to Parent the information specifically required to be provided to Parent pursuant to this Section 6.02.

Standstills; Confidentiality Agreements. Notwithstanding any provision of Section 6.02(e) to the contrary, the Company shall not grant any waiver or release under, or fail to enforce, any standstill or similar agreement; provided, however, at any time prior to the earlier to occur of the Offer ClosingClosing and obtaining the Shareholder Approval (if applicable), the Company may grant a waiver or release under any standstill agreement or an agreement containing a standstill provision if the Company Board (or the Committee of Disinterested Directors) determines in good faith (after consultation with its outside legal counsel) that the failure to take such action would be reasonably likely to be inconsistent with the directors’ its fiduciary duties under applicable Law. The Company shall provide written notice to Parent of waiver or release of any standstill by the Company, including disclosure of the identities of the parties thereto and circumstances relating thereto. Except for the waiver or release of standstill as contemplated by this Section 6.02(i), the Company shall enforce, and shall not release or permit the release of any person from, or amend, waive, terminate or modify, and shall not permit the amendment, waiver, termination or modification of, any provision of, any confidentiality or similar agreement or provision to which the Company or any of its Subsidiaries is a party or under which the Company or any of its Subsidiaries has any rights. The Company shall not, and shall not permit any of its Representatives to, enter into any confidentiality or similar agreement subsequent to the date of this Agreement that prohibits the Company from providing to Parent the information specifically required to be provided to Parent pursuant to this Section 6.02.

Standstills; Confidentiality Agreements. Notwithstanding any provision of Section 6.02(e5.02(e) to the contrary, the Company shall not grant any waiver or release under, or fail to enforce, any standstill or similar agreement; provided, however, at any time prior to obtaining the Offer ClosingShareholder Approval, the Company may grant a waiver or release under any standstill agreement or an agreement containing a standstill provision if the Company Board determines in good faith (after consultation with its outside legal counsel) that the failure to take such action would be reasonably likely to be inconsistent with the directors’ its fiduciary duties under applicable Law. The Company shall provide written notice to Parent of any waiver or release of any standstill by the Company, including disclosure of the identities of the parties thereto and circumstances relating thereto. Except for the waiver or release of standstill as contemplated by this Section 6.02(i5.02(i), the Company shall enforce, and shall not release or permit the release of any person from, or amend, waive, terminate or modify, and shall not permit the amendment, waiver, termination or modification of, any provision of, any confidentiality or similar agreement or provision to which the Company or any of its Subsidiaries is a party or under which the Company or any of its Subsidiaries has any rights. The Company shall not, and shall not permit any of its Representatives to, enter into any confidentiality or similar agreement subsequent to the date of this Agreement that prohibits the Company from providing to Parent the information specifically required to be provided to Parent pursuant to this Section 6.025.02.

Standstills; Confidentiality Agreements. Notwithstanding any provision of Section 6.02(e5.02(e) to the contrary, the Company shall not grant any waiver or release under, or fail to enforce, any standstill or similar agreement; agreement; provided, however, at any time prior to obtaining the Offer ClosingShareholder Approval, the Company may grant a waiver or release under any standstill agreement or an agreement containing a standstill provision if the Company Board determines in good faith (after consultation with its outside legal counsel) that the failure to take such action would be reasonably likely to be inconsistent with the directors’ its fiduciary duties under applicable Law. The Company shall provide written notice to Parent of any waiver or release of any standstill by the Company, including disclosure of the identities of the parties Parties thereto and circumstances relating thereto. Except for the waiver or release of standstill as contemplated by this Section 6.02(i5.02(i), the Company shall enforce, and shall not release or permit the release of any person from, or amend, waive, terminate or modify, and shall not permit the amendment, waiver, termination or modification of, any provision of, any confidentiality or similar agreement or provision to which the Company or any of its Subsidiaries is a party or under which the Company or any of its Subsidiaries has any rights. The Company shall not, and shall not permit any of its Representatives to, enter into any confidentiality or similar agreement subsequent to the date of this Agreement that prohibits the Company from providing to Parent the information specifically required to be provided to Parent pursuant to this Section 6.025.02.

Standstills; Confidentiality Agreements. Notwithstanding any provision of Section 6.02(e) to the contrary), the Company Board shall not grant any waiver or release under, or fail to enforce, under any standstill or similar agreementagreement with respect to any class of equity securities of the Company; provided, however, (i) at any time prior to the earlier to occur of the Offer ClosingClosing and obtaining the Stockholder Approval, the Company Board may grant a waiver or release under any standstill agreement or an agreement containing a standstill provision with respect to any class of equity securities of the Company if the Company Board determines in good faith (after consultation with its outside legal counsel) that the failure to take such action would be reasonably likely to be inconsistent with the directors’ its fiduciary duties under applicable LawLaw and (ii) from the date hereof until the No-Shop Period Start Date, the Company may grant any such waiver solely to permit any counterparty to any such agreement to make non-public inquiries, proposals or offers that constitute or may reasonably be expected to lead to any Takeover Proposal. The Company shall provide written notice to Parent of waiver or release of any standstill by the Company, including disclosure of the identities of the parties thereto and circumstances relating thereto. Except for the waiver or release of standstill as contemplated by this Section 6.02(i6.02(g), the Company shall enforce, and shall not release or permit the release of any person from, or amend, waive, terminate or modify, and shall not permit the amendment, waiver, termination or modification of, any provision of, any confidentiality or similar agreement or provision to which the Company or any of its Subsidiaries is a party or under which the Company or any of its is a party or under which the Company or any of its Subsidiaries has any rights. The Company shall not, and shall not permit any of its Representatives to, enter into any confidentiality or similar agreement subsequent to the date of this Agreement that which prohibits the Company from providing to Parent the information specifically required to be provided to Parent pursuant to this Section 6.02.

Standstills; Confidentiality Agreements. Notwithstanding any provision of Section 6.02(e) to the contrary, the The Company and its Subsidiaries shall not grant any waiver or release under, or fail to enforce, any standstill or similar agreement; provided, however, at any time prior to the Offer Closing, the Company may grant a waiver or release under any standstill agreement in effect on the date hereof or amend, modify or grant permission under any provision thereof; provided that the Company shall be permitted to grant a waiver or release under any standstill agreement in effect on the date hereof solely to the extent necessary to permit the Person subject to such standstill agreement to make and engage in discussions with respect to, and negotiate, a Takeover Proposal that is conditioned on entering into mutually satisfactory definitive documentation with the Company in response to an agreement containing a standstill provision unsolicited, bona fide request from such Person, but only if the Company Board determines in good faith (after consultation with its outside legal counsel) faith, After Consultation, that the failure to take such action would be reasonably likely to be inconsistent with constitute a violation of the directors’ Company Board's fiduciary duties under applicable Law. The Company shall provide written notice to Parent of the waiver or release of any standstill by the CompanyCompany promptly (and in any event within twenty-four (24) hours) following such waiver or release, including disclosure which notice, for the avoidance of doubt, shall include the identity of the identities of the parties thereto and circumstances relating thereto. Except for Person or group receiving the waiver or release of standstill as contemplated by this Section 6.02(i), the Company shall enforce, and shall not release or permit the release of any person from, or amend, waive, terminate or modify, and shall not permit the amendment, waiver, termination or modification of, any provision of, any confidentiality or similar agreement or provision to which the Company or any of its Subsidiaries is a party or under which the Company or any of its Subsidiaries has any rightsrelease. The Company shall not, and shall not permit any of its Representatives to, enter into any confidentiality or similar agreement subsequent to the date of this Agreement that which prohibits the Company from providing to Parent the information specifically required to be provided to Parent pursuant to this Section 6.024.2.

Standstills; Confidentiality Agreements. Notwithstanding any provision of Section 6.02(e) to the contrary5.2(e), the Company Board shall not grant any waiver or release under, or fail to enforce, under any standstill or similar agreementagreement with respect to any class of equity securities of the Company; provided, however, (i) at any time prior to the earlier to occur of the Offer ClosingClosing and obtaining the Stockholder Approval, the Company Board may grant a waiver or release under any standstill agreement or an agreement containing a standstill provision with respect to any class of equity securities of the Company if the Company Board determines in good faith (after consultation with its outside legal counsel) that the failure to take such action would be reasonably likely to be inconsistent with the directors’ its fiduciary duties under applicable LawLaw and (ii) from the Agreement Date until the No-Shop Period Start Date, the Company may grant any such waiver solely to permit any counterparty to any such agreement to make non-public inquiries, proposals or offers that constitute or may reasonably be expected to lead to any Takeover Proposal. The Company shall provide written notice to Parent of waiver or release of any standstill by the Company, including disclosure of the identities of the parties thereto and circumstances relating thereto. Except for the waiver or release of standstill as contemplated by this Section 6.02(i5.2(g), the Company shall enforce, and shall not release or permit the release of any person Person from, or amend, waive, terminate or modify, and shall not permit the amendment, waiver, termination or modification of, any provision of, any confidentiality or similar agreement or provision to which any of the Company or any of its Subsidiaries Entities is a party or under which the Company or any of its Subsidiaries is a party or under which any of the Company Entities has any rights. The Company shall not, and shall not permit any of its Subsidiaries or Representatives to, enter into any confidentiality or similar agreement subsequent to the date of this Agreement that Date which prohibits the Company from providing to Parent the information specifically required to be provided to Parent pursuant to this Section 6.025.2.