Common use of Superior Proposals Clause in Contracts

Superior Proposals. Notwithstanding anything to the contrary set forth in this Section 5.3, until the Company’s receipt of the Requisite Shareholder Approval, the Company and the Company Board (or a committee thereof) may, directly or indirectly, through one of more their Representatives, participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company Group to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company Group pursuant to an Acceptable Confidentiality Agreement to any Person or its Representatives that has made or delivered to the Company a bona fide written Acquisition Proposal that did not result from a breach of Section 5.3(b); provided that the Company Board (or a committee thereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal either constitutes a Superior Proposal or would reasonably be expected to lead to a Superior Proposal, and the Company Board (or a committee thereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to take the actions contemplated by this Section 5.3(c) would reasonably be expected to be inconsistent with its fiduciary duties pursuant to applicable Law; and provided, further, that the Company will provide to Parent and its Representatives any non-public information that is provided to any Person or its Representatives that was not previously made available to Parent prior to or substantially concurrently with the time it is provided to such Person.

Superior Proposals. Notwithstanding anything to the contrary set forth in this Section 5.3, from December 11, 2020 until the Company’s receipt of the Requisite Shareholder ApprovalOffer Acceptance Time, the Company Parties and the Company Board (or a committee thereof) may, directly or indirectly, indirectly through one or more of more their RepresentativesRepresentatives (including the Advisor), participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company Group to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company Group pursuant to an Acceptable Confidentiality Agreement to any Person or its Representatives that has made or delivered to the Company a bona fide written Parties an Acquisition Proposal after December 11, 2020, and otherwise facilitate such Acquisition Proposal or assist such Person (and its Representatives and financing sources) with such Acquisition Proposal (in each case, if requested by such Person), in each case with respect to an Acquisition Proposal that did not result from a any material breach of Section 5.3(b5.3(a); provided provided, however, that the Company Board (or a committee thereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal either constitutes a Superior Proposal or would is reasonably be expected likely to lead to a Superior Proposal, and the Company Board (or a committee thereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to take the actions contemplated by this Section 5.3(c5.3(b) would reasonably be expected to be inconsistent with its fiduciary duties pursuant to applicable Lawlaw; and providedprovided further, furtherhowever, that the Company will provide promptly (and in any event within 24 hours) make available to the Parent and its Representatives Entities any non-public information concerning the Company Group that is provided to any such Person or its Representatives that was not previously made available to the Parent prior to or substantially concurrently with the time it is provided to such PersonEntities.

Superior Proposals. Notwithstanding anything to the contrary set forth in this Section 5.3, from the No-Shop Period Start Date until the Company’s receipt of the Requisite Shareholder Approval, the Company and the Company Board (or a committee thereof) may, directly or indirectly, indirectly through one or more of more their Representativesits Representatives (including the Advisor), participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company Group to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company Group pursuant to an Acceptable Confidentiality Agreement to any Person or its Representatives that has made or delivered to the Company a bona fide written an Acquisition Proposal after the No-Shop Period Start Date, and otherwise facilitate such Acquisition Proposal or assist such Person (and its Representatives and financing sources) with such Acquisition Proposal (in each case, if requested by such Person), in each case with respect to an Acquisition Proposal that did not result from a any material breach of Section 5.3(b); provided provided, however, that the Company Board (or a committee thereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal either constitutes a Superior Proposal or would is reasonably be expected likely to lead to a Superior Proposal, and the Company Board (or a committee thereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to take the actions contemplated by this Section 5.3(c) would be reasonably be expected likely to be inconsistent with its fiduciary duties pursuant to applicable Lawlaw; and providedprovided further, furtherhowever, that the Company will provide promptly (and in any event within 24 hours) make available to Parent and its Representatives any non-public information concerning the Company Group that is provided to any such Person or its Representatives that was not previously made available to Parent prior to Parent; provided further, however, that if any such Person or substantially concurrently with its Representatives is a competitor of the time it is provided Company Group, the Company Group shall not provide any information that in the good faith determination of the Company constitutes commercially sensitive non-public information to such PersonPerson in connection with any actions permitted by this Section 5.2(d) other than in accordance with “clean room” or other similar procedures designed to limit any potential adverse effect on the Company from sharing such information.

Superior Proposals. Notwithstanding anything to the contrary set forth in this Section 5.3, until the Company’s receipt of the Requisite Shareholder Approval, the Company and the Company Board (or a committee thereof) may, directly or indirectly, through one or more of more their RepresentativesRepresentatives (including the Advisor), participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company Group to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company Group pursuant to an Acceptable Confidentiality Agreement to any Person (or its Representatives Representatives) that has made or delivered to the Company a bona fide written Acquisition Proposal, and otherwise facilitate such Acquisition Proposal or assist such Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) with such Acquisition Proposal (in each case, if requested by such Person), in each case with respect to an Acquisition Proposal that did not result from a the breach of this Section 5.3(b)5.3; provided that the Company and its Representatives may contact any Third Person in writing (with a request that any response from such Third Person is in writing) with respect to an Acquisition Proposal solely to clarify any ambiguous terms and conditions thereof which are necessary to determine whether the Acquisition Proposal constitutes a Superior Proposal; provided that the Company Board (or a committee thereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal either constitutes a Superior Proposal or would could reasonably be expected to lead to a Superior Proposal, and the Company Board (or a committee thereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to take the actions contemplated by this Section 5.3(c5.3(b) would could reasonably be expected to be inconsistent with its fiduciary duties pursuant to applicable Law; and provided, provided further, that the Company will provide to Parent and its Representatives any non-public information that is provided to any Person or its Representatives given such access that was not previously made available to Parent prior to or substantially concurrently with the time it is provided to such Person.

Superior Proposals. Notwithstanding anything to the contrary set forth in this Section 5.3, until the Company’s receipt of the Requisite Shareholder Stockholder Approval, the Company and the Company Board (or a committee thereof) may, directly or indirectly, through one or more of more their RepresentativesRepresentatives (including the Advisor), participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company Group to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company Group pursuant to an Acceptable Confidentiality Agreement to any Person or its Representatives that has made or delivered to the Company a bona fide written an Acquisition Proposal after the No-Shop Period Start Date, and otherwise facilitate such Acquisition Proposal or assist such Person (and its Representatives and financing sources) with such Acquisition Proposal (in each case, if requested by such Person), in each case with respect to an Acquisition Proposal that did not result from a any material breach of Section 5.3(b); provided provided, however, that the Company Board (or a committee thereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal either constitutes a Superior Proposal or would is reasonably be expected likely to lead to a Superior Proposal, and the Company Board (or a committee thereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to take the actions contemplated by this Section 5.3(c) would reasonably be expected to be inconsistent with its fiduciary duties obligations pursuant to applicable Lawlaw; and providedprovided further, furtherhowever, that the Company will provide promptly (and in any event within 24 hours) make available to Parent and its Representatives any non-public information concerning the Company that is provided to any such Person or its Representatives that was not previously made available to Parent prior to or substantially concurrently with the time it is provided to such PersonParent.