Common use of Superior Offers Clause in Contracts

Superior Offers. Notwithstanding anything to the contrary contained in Section 4.4, in the event that the Company or any of its subsidiaries receives a bona fide written Acquisition Proposal from a third party that is not solicited or otherwise procured in violation of Section 4.4(a) that the Special Committee has in good faith concluded (following the receipt of the advice of its outside legal counsel and its financial advisor) is, or is reasonably likely to lead to, a Superior Offer (as defined in Section 4.4(h)(ii)), it may then take the following actions (but only if and to the extent that the Special Committee concludes in good faith, after receipt of advice of its outside legal counsel and financial adviser, that failing to take such actions is reasonably likely to be a violation of directors’ fiduciary duties to the Company’s stockholders under applicable Legal Requirements): (i) Furnish nonpublic information to the third party making such Acquisition Proposal, provided that (A) it receives from the third party an executed confidentiality and standstill agreement, the terms of which are at least as restrictive as the terms contained in the Confidentiality Agreement; and (B) contemporaneously with furnishing any such nonpublic information to such third party, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously so furnished); and (ii) Engage in negotiations and discussions with the third party with respect to the Acquisition Proposal.

Superior Offers. Notwithstanding anything to the contrary contained in Section 4.45.3(a), in the event that the Company or any of its subsidiaries receives a an unsolicited, bona fide written Acquisition Proposal from a third party that is not solicited or otherwise procured in violation the Company’s Board of Section 4.4(a) that the Special Committee Directors has in good faith concluded (following the receipt of the advice of consultation with its outside legal counsel and its financial advisor) ), is, or is reasonably likely to lead toresult in, a Superior Offer (as defined in Section 4.4(h)(ii))Offer, it the Company may then take the following actions (but only if and to the extent that the Special Committee concludes in good faith, after receipt of advice of its outside legal counsel and financial adviser, that failing to take such actions is reasonably likely to be a violation of directors’ fiduciary duties to the Company’s stockholders under applicable Legal Requirements):actions: (i) Furnish nonpublic information to the third party making such Acquisition Proposal, provided that (Aa) it the Company receives from the third party an executed confidentiality agreement containing customary limitations on the use and standstill agreement, disclosure of all nonpublic written and oral information furnished to such third party on the terms Company’s behalf in substantially the form of which are at least as restrictive as the terms contained in the Confidentiality Agreement; Agreement and (Bb) contemporaneously with furnishing any such nonpublic information to such third party, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously so furnished); and (ii) Engage in negotiations and discussions with the third party with respect to the Acquisition Proposal, provided that concurrently with entering into negotiations with such third party, the Company gives Parent written notice of the Company’s intention to enter into negotiations with such third party.

Superior Offers. Notwithstanding anything to the contrary contained in Section 4.45.3(a), in the event that the Company or any receives prior to the adoption of its subsidiaries receives a this Agreement by the Stockholders of the Company in accordance with applicable law an unsolicited, bona fide written Acquisition Proposal from a third party that is did not solicited or otherwise procured in violation result from a breach of this Section 5.3 (including, without limitation, the notification requirements of Section 4.4(a5.3(b)) and that the Special Committee Company’s Board of Directors has in good faith concluded (following the receipt of the advice of consultation with its outside legal counsel and its financial advisor) ), is, or is reasonably likely to lead toresult in, a Superior Offer (as defined in Section 4.4(h)(ii))Offer, it the Company may then take the following actions (but only if and to the extent that the Special Committee concludes in good faith, after receipt of advice of its outside legal counsel and financial adviser, that failing to take such actions is reasonably likely to be a violation of directors’ fiduciary duties to the Company’s stockholders under applicable Legal Requirements): (i1) Furnish furnish nonpublic information to the third party making such Acquisition Proposal and (2) engage in negotiations with the third party with respect to such Acquisition Proposal; provided, provided however, that prior to furnishing any nonpublic information or entering into any negotiations or discussions with such third party, (A1) it the Company receives from the such third party an executed confidentiality agreement containing customary limitations on the use and standstill agreement, disclosure of all nonpublic written and oral information furnished to such third party on the terms of which are at least as Company’s behalf that is no less restrictive as the terms contained in to such third party than the Confidentiality Agreement; Agreement is with respect to Parent and (B2) contemporaneously with furnishing any such nonpublic information to such third party, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously so furnished); and (ii) Engage in negotiations and discussions with the third party with respect to the Acquisition Proposal.

Superior Offers. Notwithstanding anything to the contrary contained in Section 4.46.3(a), in the event that the Company or any of its subsidiaries receives a bona fide an unsolicited, written Acquisition Proposal from a third party that is not solicited or otherwise procured in violation its Board of Section 4.4(a) that the Special Committee Directors has in good faith concluded (following the receipt of the advice of consultation with its outside legal counsel and its financial advisor) ), is, or is reasonably likely to lead toresult in, a Superior Offer (as defined in Section 4.4(h)(ii6.3(f)), it the Company may then take the following actions (but only if and to the extent that the Special Committee concludes in good faith, after receipt of advice of its outside legal counsel and financial adviser, that failing to take such actions is reasonably likely to be a violation of directors’ fiduciary duties to the Company’s stockholders under applicable Legal Requirements):actions: (i) Furnish nonpublic information to the third party making such Acquisition Proposal, provided that (A) it the Company receives from the third party an executed confidentiality agreement containing customary limitations on the use and standstill agreementdisclosure of all nonpublic written and oral information furnished to such third party on its behalf, the terms of which are at least as restrictive as substantially similar to the terms contained in the Confidentiality Agreement; Agreement (as defined in Section 6.6) and (B) substantially contemporaneously with furnishing any such nonpublic information to such third party, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously so furnished); and (ii) Engage Participate in negotiations and discussions with the third party with respect to the Acquisition Proposal.

Superior Offers. Notwithstanding anything to the contrary contained in Section 4.45.4, in the event that the Company or any of its subsidiaries receives a bona fide written Acquisition Proposal from a third party that is not solicited or otherwise procured in violation of Section 4.4(a5.4(a) that the Special Committee Board has in good faith concluded (following the receipt of the advice of consultation with its outside legal counsel and its financial advisor) is, or is reasonably likely to lead tobe, a Superior Offer (as defined in Section 4.4(h)(ii5.4(g)(ii)), it may then take the following actions (but only if and to the extent that the Special Committee concludes in good faith, after receipt of advice of its outside legal counsel and financial adviser, that failing to take such actions is reasonably likely to be a violation of directors’ fiduciary duties to the Company’s stockholders under applicable Legal Requirements):actions: (i) Furnish nonpublic information to the third party making such Acquisition ProposalProposal (and its Representatives), provided that (A) (1) concurrently with furnishing any such nonpublic information to such party, it gives Parent at least one business day prior written notice of its intention to furnish nonpublic information and (2) it receives from the third party an executed confidentiality and standstill agreement, the terms of which are at least as restrictive as the terms contained in the Confidentiality Agreement; Agreement and (B) contemporaneously with furnishing any such nonpublic information to such third party, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously so furnished); and (ii) Engage in negotiations and discussions with the third party with respect to the Acquisition Proposal, provided that concurrently with entering into negotiations with such third party, the Company gives Parent at least one business day prior written notice of its intention to enter into negotiations with such third party.