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 Company Stockholder Approval, the Company and its Subsidiaries and the Company Board (or a committee thereof) may, directly or indirectly, through one or more of their Representatives, (i) contact any Third Party in writing (with a request that any response from such Third Party is in writing) with respect to an Acquisition Proposal submitted by such Third Party solely to clarify any ambiguous terms and conditions thereof that are necessary to determine whether such Acquisition Proposal constitutes or would reasonably be likely to lead to a Superior Proposal (without the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) being required to make the determination in the following clause (ii)(y)), and (ii) participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company or its Subsidiaries to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or its Subsidiaries pursuant to an Acceptable Confidentiality Agreement to any Person or its Representatives that has made or delivered to the Company an 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 (x) with respect to an Acquisition Proposal that was not the result of any material breach of Section 5.3(a) and (y) only if the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that (1) such Acquisition Proposal either constitutes a Superior Proposal or would reasonably likely lead to a Superior Proposal and (2) the failure to enter into discussions regarding such Acquisition Proposal would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law; provided, however, that (A) the Company shall 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 (but in no event later than twenty-four (24) hours after) the time it is provided to such Person; (B) the Company and its Subsidiaries shall not pay, agree to pay or cause to be paid or reimburse, agree to reimburse or cause to be reimbursed, the expenses of any such Person in connection with any Acquisition Proposals or any Inquiries, discussions or requests with respect to or the making any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal, in each case, without the prior written consent of Parent; and (C) any competitively sensitive information or data provided to any such Person or group or their Representatives shall be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such information or data, on the same basis made available to Parent or its Representatives.

Superior Proposals. (a) Notwithstanding anything to the contrary set forth in this Section 5.3Agreement, until prior to the Company’s receipt of the Company Stockholder ApprovalEffective Time, the Company and its Subsidiaries and the Company Board (or a committee thereof) Parent may, directly to the extent the Special Committee or indirectlythe Board of Directors of Parent by a majority disinterested vote determines, through one or more of their Representatives, (i) contact any Third Party in writing (with a request that any response from such Third Party is in writing) with respect to an Acquisition Proposal submitted by such Third Party solely to clarify any ambiguous terms and conditions thereof that are necessary to determine whether such Acquisition Proposal constitutes or would reasonably be likely to lead to a Superior Proposal (without the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) being required to make the determination in the following clause (ii)(y))good faith exercise of its fiduciary duties, and (ii) that it would be in the best interests of Parent or its shareholders to do so, participate or engage in discussions discussion or negotiations with, and furnish any non-public information relating to the Company or its Subsidiaries to, or afford access to the business, properties, assets, books, records or other non-public information, or and afford access to the properties, books, records, officers, employees and representatives of Parent to any personnelPerson, entity or group after such Person, entity or group has delivered to Parent in writing, a proposal to acquire all or a portion of Parent or Parent's assets or business, which the Company Special Committee or the Board of Directors of Parent by a majority disinterested vote determines, in its good faith reasonable judgment, if consummated would be more favorable to Parent or its Subsidiaries pursuant to an Acceptable Confidentiality shareholders than the transactions contemplated by this Agreement to any Person or its Representatives that has made or delivered to (a "Superior Proposal"). In the Company an Acquisition ----------------- event Parent receives a Superior Proposal, nothing contained in this Agreement will prevent the Special Committee from recommending and otherwise facilitate the Board of Directors of Parent from executing or entering into an agreement relating to such Acquisition Superior Proposal or assist and recommending such Person (and Superior Proposal to its Representatives, prospective debt and equity financing sources and/or their respective Representatives) with such Acquisition Proposal (in each caseshareholders, if requested the Special Committee or the Board of Directors of Parent by such Person), in each case (x) with respect to an Acquisition Proposal that was not the result of any material breach of Section 5.3(a) and (y) only if the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) has determined majority disinterested vote determines in good faith that it is appropriate to do so; in such case, the Special Committee and the Board of Directors of Parent may withdraw, modify or refrain from making its recommendation of the Merger, and, to the extent it does so, Parent may refrain from calling, providing notice of and holding the Parent Shareholders Meeting to adopt this Agreement and from soliciting proxies or consents to secure the vote or written consent of its shareholders to adopt this Agreement and may terminate this Agreement; provided however that Parent shall (after consultation with its financial advisor i) promptly (and outside legal counsel) that (1) such Acquisition Proposal either constitutes a Superior Proposal or would reasonably likely lead to a Superior Proposal and (2) the failure to enter into discussions regarding such Acquisition Proposal would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law; provided, however, that (A) the Company shall 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 (but in no event later than twenty-four (2424 hours after receipt thereof) hours after) the time it is provided to such Person; (B) notify the Company that the Special Committee or Parent's Board of Directors, as applicable, has received a Superior Proposal, specifying the material terms and its Subsidiaries conditions of such Superior Proposal and identifying the Person making such Superior Proposal and (ii) terminate this Agreement by written notice to the Company provided no sooner than 48 hours after the Company's receipt of a copy of such Superior Proposal (or a description of the material terms and conditions thereof). Nothing contained in this Section 6.12 ------------ (a) shall not payprevent the Special Committee or the Board of Directors of Parent from --- taking and disclosing to Parent's shareholders a position as required by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any tender or exchange offer, agree provided that such disclosure states that no action will be taken by the Special Committee or the Board of Directors of the Company in violation of this Section 6.12. Notwithstanding anything to pay or cause the contrary in this ------------ Agreement, prior to be paid or reimbursethe Effective Time, agree to reimburse or cause to be reimbursedParent may, the expenses of any such Person in connection with any Acquisition Proposals or any Inquiries, discussions or requests with respect to or the making any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition a possible Superior Proposal, in each case, without the prior written consent refer any third party to this Section 6.12 and make ------------ a copy of Parent; and (C) any competitively sensitive information or data provided to any such Person or group or their Representatives shall be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such information or data, on the same basis made this Section 6.12 available to Parent or its Representatives.a third party. ------------

Superior Proposals. Notwithstanding anything to the contrary set forth in Section 5.8(a) but subject to compliance with the other provisions of this Section 5.35.8(b), until the Companyat any time prior to Seller’s receipt of the Company Requisite Stockholder Approval, the Company and Seller, its Subsidiaries and the Company Seller Board (or a committee thereof) may, directly or indirectly, through one or more of their its Representatives, (i) contact any Third Party in writing (with a request that any response from such Third Party is in writing) with respect to an Acquisition Proposal submitted by such Third Party solely to clarify any ambiguous terms and conditions thereof that are necessary to determine whether such Acquisition Proposal constitutes or would reasonably be likely to lead to a Superior Proposal (without the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) being required to make the determination in the following clause (ii)(y)), and (ii) participate or engage in discussions or negotiations with, furnish any non-public information relating to Seller and/or its Subsidiaries (including the Company or and its Subsidiaries Subsidiaries) to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of Seller and/or its Subsidiaries (including the Company or and its Subsidiaries Subsidiaries) pursuant to an Acceptable Confidentiality Agreement to any Person (or its Representatives that has made or delivered to the Company an Acquisition Proposal, and otherwise facilitate such Acquisition Proposal or assist such Person (and its Person’s Representatives, including prospective debt and equity financing sources and/or their respective Representatives) with such that has made, renewed, furnished or delivered to Seller or its Representatives a bona fide written Acquisition Proposal (in each case, if requested by such Person), in each case (x) with respect to an Acquisition Proposal after the execution and delivery of this Agreement that was did not the directly or indirectly result of any material from a breach of this Section 5.3(a) and (y) only if 5.8; provided, that the Company Seller Board (or a duly authorized committee thereof acting with the full force and authority of the Company Boardthereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that (1) such Acquisition Proposal either constitutes a Superior Proposal or would be reasonably likely to lead to a Superior Proposal Proposal, and the Seller Board (2or a committee thereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to enter into discussions regarding such Acquisition Proposal take the actions contemplated by this Section 5.8(b) would or would reasonably be reasonably likely expected to be inconsistent with its fiduciary duties under pursuant to applicable Law; provided, further, however, that (A) the Seller, the Company shall and each of their respective Representatives may contact any Person in writing (with a request that any response from such Person is in writing) with respect to an Acquisition Proposal solely to clarify any ambiguous terms and conditions thereof which are reasonably necessary to determine whether the Acquisition Proposal constitutes or would be reasonably likely to lead to a Superior Proposal; and provided, further, that Seller will provide to Parent Buyer and its Representatives any such non-public information that is provided to any Person or its Representatives given such access that was not previously made available to Parent Buyer prior to or substantially concurrently (but in no event later than twenty-four (24) hours after) with the time it is provided to such Person; (B) the Company and its Subsidiaries shall not pay, agree to pay or cause to be paid or reimburse, agree to reimburse or cause to be reimbursed, the expenses of any such Person in connection with any Acquisition Proposals or any Inquiries, discussions or requests with respect to or the making any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal, in each case, without the prior written consent of Parent; and (C) any competitively sensitive information or data provided to any such Person or group or their Representatives shall be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such information or data, on the same basis made available to Parent or its Representatives.

Superior Proposals. Notwithstanding anything to the contrary set forth contained in this Section 5.3Agreement, until if at any time from and after the Company’s receipt of date hereof and prior to obtaining the Company Stockholder Approval, the Company receives an unsolicited written Company Takeover Proposal that is not withdrawn from any Person that did not result from a material breach of Section 6.4(a), and its Subsidiaries and if the Company Board (or a committee thereofafter considering the recommendation of the Company Special Committee) mayhas determined in good faith, directly or indirectly, through one or more of their Representativesafter consultation with the Company’s independent financial advisor and outside legal counsel, (i) contact any Third Party in writing (with a request that any response from such Third Party Company Takeover Proposal is in writing) with respect to an Acquisition Proposal submitted by such Third Party solely to clarify any ambiguous terms bona fide and conditions thereof that are necessary to determine whether such Acquisition Proposal constitutes or would could reasonably be likely expected to lead to a Company Superior Proposal (without the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) being required to make the determination in the following clause (ii)(y))Proposal, and (ii) participate or engage failure to take the actions set forth in discussions or negotiations withclauses (A) and (B) below would be inconsistent with its fiduciary duties under applicable Law, furnish any then the Company and its Representatives may, in response to such Company Takeover Proposal, (A) furnish, pursuant to an Acceptable Confidentiality Agreement, information (including non-public information relating information) with respect to the Company or and its Subsidiaries to, or and afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement the Person that has made such written Company Takeover Proposal and its Representatives (provided that the Company shall, prior to or concurrently with the delivery to such Person, provide to Parent any information concerning the Company or any of its Subsidiaries that is provided or made available to such Person or its Representatives unless such information has been previously provided to Parent) and (B) engage in or otherwise participate in discussions or negotiations with the Person making such Company Takeover Proposal and its Representatives regarding such Company Takeover Proposal; provided that has made or delivered to the Company an Acquisition Proposal, and otherwise facilitate such Acquisition Proposal or assist its Representatives may contact any Person in writing (with a request that any response from such Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) with such Acquisition Proposal (is in each case, if requested by such Person), in each case (xwriting) with respect to an Acquisition a Company Takeover Proposal that was not to clarify any ambiguous terms and conditions thereof which are necessary to determine whether the result of any material breach of Section 5.3(a) and Company Takeover Proposal constitutes a Company Superior Proposal (y) only if without the Company Board (or a duly authorized any committee thereof acting with the full force and authority of thereof, including the Company BoardSpecial Committee) has determined being required to make the determination in good faith the foregoing clauses (after consultation with its financial advisor and outside legal counseli) that (1) such Acquisition Proposal either constitutes a Superior Proposal or would reasonably likely lead to a Superior Proposal and (2) the failure to enter into discussions regarding such Acquisition Proposal would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law; provided, however, that (A) the ii)). The Company shall provide to Parent promptly (and its Representatives in 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 (but in no event later than within twenty-four (24) hours afterhours) notify Parent in writing if the time it is provided to such Person; Company Board makes the determinations set forth in this Section 6.4(b), and shall not take any of the actions set forth in clauses (A) and (B) the Company and its Subsidiaries shall not pay, agree prior to pay or cause to be paid or reimburse, agree to reimburse or cause to be reimbursed, the expenses of any providing such Person in connection with any Acquisition Proposals or any Inquiries, discussions or requests with respect to or the making any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal, in each case, without the prior written consent of Parent; and (C) any competitively sensitive information or data provided to any such Person or group or their Representatives shall be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such information or data, on the same basis made available to Parent or its Representativesnotice.

Superior Proposals. Notwithstanding anything to the contrary set forth in this Section 5.35.3(c), from the No-Shop Period Start Date until the Company’s receipt of the Company Stockholder Approval, the Company and its Subsidiaries and the Company Board (or a committee thereof) may, directly or indirectly, through one or more of their Representatives, (i) contact any Third Party in writing (with a request that any response from such Third Party is in writing) with respect to an Acquisition Proposal submitted by such Third Party solely to clarify any ambiguous terms and conditions thereof that are necessary to determine whether such Acquisition Proposal constitutes or would reasonably be likely to lead to a Superior Proposal (without the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) being required to make the determination in the following clause (ii)(y)), and (ii) participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company or its Subsidiaries to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or its Subsidiaries pursuant to an Acceptable Confidentiality Agreement to any Person or its Representatives that has made or delivered to the Company an 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 (x) with respect to an Acquisition Proposal that was not the result of any material breach of Section 5.3(a5.3(b) and (y) only if the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that (1) such Acquisition Proposal either constitutes a Superior Proposal or would reasonably likely lead to a Superior Proposal and (2) the failure to enter into discussions regarding such Acquisition Proposal would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law; provided, however, that (A) the Company shall 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 (but in no event later than twenty-four (24) hours after) the time it is provided to such Person; (B) the Company and its Subsidiaries shall not pay, agree to pay or cause to be paid or reimburse, agree to reimburse or cause to be reimbursed, the expenses of any such Person in connection with any Acquisition Proposals or any Inquiries, discussions or requests with respect to or the making any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal, in each case, without the prior written consent of Parent; and (C) any competitively sensitive information or data provided to any such Person or group or their Representatives shall be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such information or data, on the same basis made available to Parent or its Representatives.

Superior Proposals. Notwithstanding anything to the contrary set forth contained in Sections 7.7.1 and 7.7.2 or elsewhere in this Section 5.3Agreement, until prior to the Company’s receipt of the Company Stockholder ApprovalEffective Time, the Company and its Subsidiaries and the Company Board (or a committee thereof) may, directly or indirectly, through one or more of their Representatives, (i) contact any Third Party in writing (with a request that any response from such Third Party is in writing) with respect to an Acquisition Proposal submitted by such Third Party solely to clarify any ambiguous terms and conditions thereof that are necessary to determine whether such Acquisition Proposal constitutes or would reasonably be likely to lead to a Superior Proposal (without the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) being required to make the determination in the following clause (ii)(y)), and (ii) may participate or engage in discussions or negotiations with, and furnish any non-public information relating to the Company or its Subsidiaries to, or afford access to the business, properties, assets, books, records or other non-public information, or and afford access to any personnelthe properties, books, records, officers, employees and representatives of the Company or its Subsidiaries pursuant to an Acceptable Confidentiality Agreement to any Person Person, entity or its Representatives that group if such Person, entity or group has made or delivered to the Company an Acquisition ProposalCompany, prior to the date of the Company's meeting of shareholders or action pursuant to Section 1110 of the CGCL, as applicable, and otherwise facilitate such Acquisition Proposal or assist such Person (and its Representativesin writing, 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 (x) with respect to an Acquisition Proposal which the Special Committee in its reasonable judgment determines if consummated would be more favorable, from a financial point of view, to the Company's shareholders than the transactions contemplated by this Agreement, which determination shall be made only after the Special Committee (i) receives a written opinion of its legal counsel that was the Special Committee would breach its fiduciary duties if it did not accept the result of any material breach of Section 5.3(a) Acquisition Proposal and (yii) only if the Company Board (or a duly authorized committee thereof acting with the full force and authority written opinion of the Company Board) has determined in good faith (after consultation with its financial advisor and outside legal counsel) Company's Financial Adviser to the effect that (1) such the Acquisition Proposal either constitutes is superior, from a financial point of view, to the Company's shareholders than the transactions contemplated by this Agreement (an Acquisition Proposal satisfying such conditions constituting a "Superior Proposal"). In the event the company receives a Superior Proposal Proposal, nothing contained in this Agreement (but subject to this Section 7.7.3) will prevent the Special Committee from, on behalf of the Board of Directors, executing or would reasonably likely lead entering into an agreement relating to a such Superior Proposal and (2) recommending such Superior Proposal to the failure to enter into discussions regarding such Acquisition Proposal would be reasonably likely to be inconsistent shareholders of the Company, if the Special Committee determines in accordance with the preceding sentence that its fiduciary duties under applicable Lawrequire it to do so; in such case, the Special Committee may withdraw, modify, or refrain from makings its recommendation of the transactions contemplated by this Agreement; provided, however, that the Special Committee shall (Ai) the Company shall provide to Parent promptly notify Purchaser, and its Representatives in any non-public event within 24 hours, if any Acquisition Proposal is received by, any such information that is provided to requested from, or any Person such negotiations or its Representatives given such access that was not previously made available to Parent prior to or substantially concurrently (but in no event later than twenty-four (24) hours after) the time it is provided to such Person; (B) the Company and its Subsidiaries shall not pay, agree to pay or cause discussions are sought to be paid initiated or reimburse, agree to reimburse or cause to be reimbursedcontinued with, the expenses of any such Person Company, indicating, in connection with any Acquisition Proposals or any Inquiriessuch notice, discussions or requests with respect to or the making any proposal or offer that constitutes or would reasonably be expected to lead to an name of such person and the material terms of such Acquisition Proposal, in each case, without the (ii) provide Purchaser at least 48 hours prior written consent notice of Parent; the Special Committee's intention, on behalf of the Board of Directors of the Company, to execute or enter into an agreement relating to such Superior Proposal and (Ciii) any competitively sensitive information or data terminate this Agreement by written notice to Purchaser provided to any no sooner than 48 hours after Purchaser's receipt of a copy of such Person or group or their Representatives shall be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such information or data, on the same basis made available to Parent or its RepresentativesSuperior Proposal.

Superior Proposals. Notwithstanding anything to the contrary set forth in this Section 5.3‎5.3, except for actions permitted under Section ‎5.3(a) as may relate to any Excluded Party (but only for so long as such Person or group of Persons is an Excluded Party) and its Representatives which actions permitted under Section ‎5.3(a) shall be permissible until the Cut-Off Date, after the Go-Shop Period End Date until the Company’s receipt of the Company Requisite Stockholder Approval, the Company and its Subsidiaries and the Company Board (or a committee thereof) may, directly or indirectly, indirectly through one or more of their Representatives, Representatives (i) contact any Third Party in writing (with a request that any response from such Third Party is in writing) with respect to an Acquisition Proposal submitted by such Third Party solely to clarify any ambiguous terms and conditions thereof that are necessary to determine whether such Acquisition Proposal constitutes or would reasonably be likely to lead to a Superior Proposal (without including the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) being required to make the determination in the following clause (ii)(y)Advisor), and (ii) participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company or any of its Subsidiaries to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement to any Person or its Representatives that has made or delivered to the Company an a bona fide written Acquisition ProposalProposal after the date of this Agreement that has not been withdrawn, and or otherwise facilitate or assist such Acquisition Proposal or assist such Person (and its Representatives, prospective debt Representatives and equity financing sources and/or their respective Representativessources) with such Acquisition Proposal (in each case, if requested by such Person), in each case (x) with respect to an Acquisition Proposal that was not the result of any solicited in material breach of Section 5.3(a) and (y) only if ‎5.3(b); provided, however, that the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that (1) such Acquisition Proposal either constitutes a Superior Proposal or would reasonably likely be expected to lead to a Superior Proposal Proposal, and the Company Board has determined in good faith (2after consultation with its financial advisor and outside legal counsel) that the failure to enter into discussions regarding such Acquisition Proposal take the actions contemplated by this Section ‎5.3(c) would reasonably be reasonably likely expected to be inconsistent with its fiduciary duties under pursuant to applicable Law; providedand provided further, however, that (A) the Company shall provide will promptly (and in any event within 24 hours) make available to Parent and its Representatives any non-public information concerning the Company and its Subsidiaries that is provided to any such Person or its Representatives given such access that was not previously made available to Parent prior to or substantially concurrently (but in no event later than twenty-four (24) hours after) the time it is provided to such Person; (B) the Company and its Subsidiaries shall not pay, agree to pay or cause to be paid or reimburse, agree to reimburse or cause to be reimbursed, the expenses of any such Person in connection with any Acquisition Proposals or any Inquiries, discussions or requests with respect to or the making any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal, in each case, without the prior written consent of Parent; and (C) any competitively sensitive information or data provided to any such Person or group or their Representatives shall be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such information or data, on the same basis made available to Parent or its Representatives.

Superior Proposals. Notwithstanding anything to the contrary set forth in this Section 5.3, until the Company’s receipt of the Company Requisite Stockholder Approval, the Company and its Subsidiaries and the Company Board (or a committee thereof) may, directly or indirectly, through one or more of their Representatives, Representatives (i) contact any Third Party in writing (with a request that any response from such Third Party is in writing) with respect to an Acquisition Proposal submitted by such Third Party solely to clarify any ambiguous terms and conditions thereof that are necessary to determine whether such Acquisition Proposal constitutes or would reasonably be likely to lead to a Superior Proposal (without including the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) being required to make the determination in the following clause (ii)(y)Advisor), and (ii) participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company or its Subsidiaries Group to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or its Subsidiaries Group pursuant to an Acceptable Confidentiality Agreement to any Person (or its Representatives Representatives) that has made or delivered to the Company an a bona fide 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 (x) with respect to an Acquisition Proposal that was not did result from the result of any material breach of this Section 5.3(a5.3; 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 (y) only if conditions thereof which are necessary to determine whether the Acquisition Proposal constitutes a Superior Proposal; provided, however, that the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Boardthereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that (1) such Acquisition Proposal either constitutes a Superior Proposal or would reasonably likely lead to a Superior Proposal Proposal, and the Company Board (2or a committee thereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to enter into discussions regarding such Acquisition Proposal take the actions contemplated by this Section 5.3(c) would reasonably be reasonably likely expected to be inconsistent with its fiduciary duties under pursuant to applicable Law; provided, howeverand provided further, that (A) the Company shall 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 (but in no event later than twenty-four (24) hours after) the time it is provided to such Person; (B) the Company and its Subsidiaries shall not pay, agree to pay or cause to be paid or reimburse, agree to reimburse or cause to be reimbursed, the expenses of any such Person in connection with any Acquisition Proposals or any Inquiries, discussions or requests with respect to or the making any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal, in each case, without the prior written consent of Parent; and (C) any competitively sensitive information or data provided to any such Person or group or their Representatives shall be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such information or data, on the same basis made available to Parent or its Representatives.

Superior Proposals. Notwithstanding anything to the contrary contained in Section 6.4(a), if at any time prior to obtaining the Company Shareholder Approval, the Company receives an unsolicited Company Takeover Proposal that is not withdrawn from any Person that did not result from a breach of Section 6.4(a), and if the Company Board determines in good faith, after consultation with its outside legal counsel and financial advisor, (x) that such Company Takeover Proposal constitutes or would reasonably be expected to lead to a Company Superior Proposal, and (y) failure to take the actions set forth in this Section 5.3clauses (i) and (ii) below would be inconsistent with its fiduciary duties under applicable Law, until then the Company’s receipt Company and its Representatives may, in response to such Company Takeover Proposal, (i) furnish, pursuant to an Acceptable Confidentiality Agreement (a copy of which shall promptly be delivered by or on behalf of the Company Stockholder Approvalto Parent following the execution and delivery thereof), information (including non-public information) with respect to the Company and its Subsidiaries and the Company Board (or a committee thereof) may, directly or indirectly, through one or more of their Representatives, (i) contact any Third Party in writing (with a request that any response from such Third Party is in writing) with respect to an Acquisition Proposal submitted by such Third Party solely to clarify any ambiguous terms and conditions thereof that are necessary to determine whether such Acquisition Proposal constitutes or would reasonably be likely to lead to a Superior Proposal (without the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) being required to make the determination in the following clause (ii)(y)), and (ii) participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company or its Subsidiaries to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement to any the Table of Contents Person or its Representatives that has made or delivered to the such written Company an Acquisition Proposal, and otherwise facilitate such Acquisition Takeover Proposal or assist such Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) with such Acquisition Proposal Representatives (in each case, if requested by such Person), in each case (x) with respect to an Acquisition Proposal provided that was not the result of any material breach of Section 5.3(a) and (y) only if the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that (1) such Acquisition Proposal either constitutes a Superior Proposal or would reasonably likely lead to a Superior Proposal and (2) the failure to enter into discussions regarding such Acquisition Proposal would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law; providedshall, however, that (A) the Company shall 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 (but in no event later than twenty-four (24) hours after) with the time it is provided delivery to such Person, provide to Parent any information concerning the Company or any of its Subsidiaries that is provided or made available to such Person or its Representatives, prospective debt and equity financing sources and/or their respective Representatives unless such information has been previously provided to Parent) and (ii) engage in or otherwise participate in discussions or negotiations with the Person making such Company Takeover Proposal and its Representatives, prospective debt and equity financing sources and/or their respective Representatives regarding such Company Takeover Proposal; (B) provided that the Company and its Subsidiaries shall not pay, agree to pay or cause to be paid or reimburse, agree to reimburse or cause to be reimbursed, the expenses of Representatives may contact any Person in writing (with a request that any response from such Person is in connection with any Acquisition Proposals or any Inquiries, discussions or requests writing) with respect to or a Company Takeover Proposal solely to clarify any ambiguous terms and conditions thereof which are necessary to determine whether the making any proposal or offer that Company Takeover Proposal constitutes or would reasonably be expected to lead to an Acquisition Proposal, in each case, a Company Superior Proposal (without the prior written consent of Parent; Company Board being required to make the determination in the foregoing clauses (x) and (Cy)). The Company shall promptly (and in any event within thirty-six (36) any competitively sensitive information or data provided to any such Person or group or their Representatives shall be provided hours) notify Parent in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such information or data, on writing if the same basis made available to Parent or its RepresentativesCompany Board makes the determinations set forth in this Section 6.4(b).

Superior Proposals. Notwithstanding anything to the contrary set forth in this Section 5.35.4, until the Company’s receipt of the Company Requisite Stockholder Approval, the Company and its Subsidiaries and the Company Board (or a committee thereof) may, directly or indirectly, through one or more of their Representatives, Representatives (i) contact any Third Party in writing (with a request that any response from such Third Party is in writing) with respect to an Acquisition Proposal submitted by such Third Party solely to clarify any ambiguous terms and conditions thereof that are necessary to determine whether such Acquisition Proposal constitutes or would reasonably be likely to lead to a Superior Proposal (without including the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) being required to make the determination in the following clause (ii)(y)Advisor), and (ii) participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company or its Subsidiaries Group to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or its Subsidiaries Group pursuant to an Acceptable Confidentiality Agreement to any Person or its Representatives that has made or delivered to the Company an a bona fide 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 (x) with respect to an Acquisition Proposal that was not the result of any material breach of Section 5.3(a5.4(b); 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 to clarify any ambiguous terms and conditions thereof which are necessary to determine whether the Acquisition Proposal constitutes a Superior Proposal (y) only without the Company Board being required to make the determination in the following proviso), it being agreed that if the Company Board receives any clarifications from such Third Person, the Proposal Notice Period will not be deemed commenced until such clarifications are provided to Parent; provided, however, that the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Boardthereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that (1) such Acquisition Proposal either constitutes a Superior Proposal or would reasonably likely lead to a Superior Proposal Proposal, and the Company Board (2or a committee thereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to enter into discussions regarding such Acquisition Proposal take the actions contemplated by this Section 5.4(c) would reasonably be reasonably likely expected to be inconsistent with its fiduciary duties under pursuant to applicable Law; provided, howeverand provided further, that (A) the Company shall 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 (but in no event later than twentyforty-four eight (2448) hours after) the time it is provided to such Person; (B) the Company and its Subsidiaries shall not pay, agree to pay or cause to be paid or reimburse, agree to reimburse or cause to be reimbursed, the expenses of any such Person in connection with any Acquisition Proposals or any Inquiries, discussions or requests with respect to or the making any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal, in each case, without the prior written consent of Parent; and (C) any competitively sensitive information or data provided to any such Person or group or their Representatives shall be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such information or data, on the same basis made available to Parent or its Representatives.

Superior Proposals. Notwithstanding anything to the contrary set forth in this Section 5.35.4, until the Company’s receipt of the Company Stockholder Requisite Shareholder Approval, if the Company and or any of its Subsidiaries Representatives receive a bona fide Acquisition Proposal, which Acquisition Proposal was not a result of a material breach of Section 5.4(a) then the Company and the Company Board (or a committee thereof) may, directly or indirectly, through one or more of their Representatives, Representatives (i) contact any Third Party in writing (with a request that any response from such Third Party is in writing) with respect to an Acquisition Proposal submitted by such Third Party solely to clarify any ambiguous terms and conditions thereof that are necessary to determine whether such Acquisition Proposal constitutes or would reasonably be likely to lead to a Superior Proposal (without including the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) being required to make the determination in the following clause (ii)(y)Advisors), and (ii) participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company or its Subsidiaries Group to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or its Subsidiaries Group pursuant to an Acceptable Confidentiality Agreement to any Person or its Representatives that has made or delivered to the Company an such bona fide 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); provided that, in each case (x) the Company and its Representatives may contact any Third Person with respect to an Acquisition Proposal to clarify any ambiguous terms and conditions thereof that was are necessary to determine whether the Acquisition Proposal constitutes or would reasonably likely lead to a Superior Proposal (without the Company Board being required to make the determination in the following proviso), it being agreed that if the Company Board receives any clarifications from such Third Person, the Proposal Notice Period will not the result of any material breach of Section 5.3(a) and (y) only if be deemed commenced until such clarifications are provided to‌ Parent; provided, however, that the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Boardthereof) has determined in good faith (after consultation with its financial advisor advisors and outside legal counsel) that (1) such Acquisition Proposal either constitutes a Superior Proposal or would be reasonably likely lead to a Superior Proposal Proposal, and the Company Board (2or a committee thereof) has determined in good faith (after consultation with its outside legal counsel) that the failure to enter into discussions regarding such Acquisition Proposal take the actions contemplated by this Section 5.4(b) would reasonably be reasonably likely expected to be inconsistent with its fiduciary duties under pursuant to applicable Law; provided, howeverand provided further, that (A) the Company shall 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 before or substantially concurrently (but in no event later than twentyforty-four eight (2448) hours after) the time it is provided to such Person; (B) the Company and its Subsidiaries shall not pay, agree to pay or cause to be paid or reimburse, agree to reimburse or cause to be reimbursed, the expenses of any such Person in connection with any Acquisition Proposals or any Inquiries, discussions or requests with respect to or the making any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal, in each case, without the prior written consent of Parent; and (C) any competitively sensitive information or data provided to any such Person or group or their Representatives shall be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such information or data, on the same basis made available to Parent or its Representatives.

Superior Proposals. Notwithstanding anything to the contrary set forth contained in this Section 5.3Agreement, until if at any time from and after the Company’s receipt of date hereof and prior to obtaining the Company Stockholder Approval, the Company receives an unsolicited written Company Takeover Proposal that is not withdrawn from any Person that did not result from a material breach of Section 6.4(a), and its Subsidiaries and if the Company Board (or a committee thereofafter considering the recommendation of the Company Special Committee) mayhas determined in good faith, directly or indirectly, through one or more of their Representativesafter consultation with the Company’s independent financial advisor and outside legal counsel, (i) contact any Third Party in writing (with a request that any response from such Third Party Company Takeover Proposal is in writing) with respect to an Acquisition Proposal submitted by such Third Party solely to clarify any ambiguous terms bona fide and conditions thereof that are necessary to determine whether such Acquisition Proposal constitutes or would could reasonably be likely expected to lead to a Company Superior Proposal (without the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) being required to make the determination in the following clause (ii)(y))Proposal, and (ii) participate or engage failure to take the actions set forth in discussions or negotiations withclauses (A) and (B) below would be inconsistent with its fiduciary duties under applicable Law, furnish any then the Company and its Representatives may, in response to such Company Takeover Proposal, (A) furnish, pursuant to an Acceptable Confidentiality Agreement, information (including non-public information relating information) with respect to the Company or and its Subsidiaries to, or and afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement the Person that has made such written Company Takeover Proposal and its Representatives (provided that the Company shall, prior to or concurrently with the delivery to such Person, provide to Parent any information concerning the Company or any of its Subsidiaries that is provided or made available to such Person or its Representatives unless such information has been previously provided to Parent) and (B) engage in or otherwise participate in discussions or negotiations with the Person making such Company Takeover Proposal and its Representatives regarding such Company Takeover Proposal; provided that has made or delivered to the Company an Acquisition Proposal, and otherwise facilitate such Acquisition Proposal or assist its Representatives may contact any Person in writing (with a request that any response from such Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) with such Acquisition Proposal (is in each case, if requested by such Person), in each case (xwriting) with respect to an Acquisition a Company Takeover Proposal that was not to clarify any ambiguous terms and conditions thereof which are necessary to determine whether the result of any material breach of Section 5.3(a) and Company Takeover Proposal constitutes a Company Superior Proposal (y) only if without the Company Board (or a duly authorized any committee thereof acting with the full force and authority of thereof, including the Company BoardSpecial Committee) has determined being required to make the determination in good faith the foregoing clauses (after consultation with its financial advisor and outside legal counseli) that (1) such Acquisition Proposal either constitutes a Superior Proposal or would reasonably likely lead to a Superior Proposal and (2) the failure to enter into discussions regarding such Acquisition Proposal would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law; provided, however, that (A) the ii)). The Company shall provide to Parent promptly (and its Representatives in 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 (but in no event later than within twenty-four (24) hours afterhours) notify Parent in writing if the time it is provided to such Person; Company Board makes the determinations set forth in this Section 6.4(b), and shall not take any of the actions set forth in clauses (A) and (B) the Company and its Subsidiaries shall not pay, agree prior to pay or cause to be paid or reimburse, agree to reimburse or cause to be reimbursed, the expenses of any providing such Person in connection with any Acquisition Proposals or any Inquiries, discussions or requests with respect to or the making any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal, in each case, without the prior written consent of Parent; and (C) any competitively sensitive information or data provided to any such Person or group or their Representatives shall be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such information or data, on the same basis made available to Parent or its Representativesnotice.”

Superior Proposals. Notwithstanding anything to the contrary set forth in this Section 5.3, until the Company’s receipt of the Company Stockholder ApprovalConsent, in response to an unsolicited bona fide Acquisition Proposal, the Company and its Subsidiaries and the Company Board (or a committee thereof) the Special Committee may, directly or indirectly, through one or more of their Representatives, Representatives (i) contact any Third Party in writing (with a request that any response from such Third Party is in writing) with respect to an Acquisition Proposal submitted by such Third Party solely to clarify any ambiguous terms and conditions thereof that are necessary to determine whether such Acquisition Proposal constitutes or would reasonably be likely to lead to a Superior Proposal (without including the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) being required to make the determination in the following clause (ii)(y)Advisor), and (ii) participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company or its Subsidiaries Group to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or its Subsidiaries Group pursuant to an Acceptable Confidentiality Agreement to any Person or and its Representatives (including prospective debt and equity financing sources) that has made made, renewed or delivered to the Company an Acquisition Proposal, and otherwise facilitate such a bona fide Acquisition Proposal or assist that did not result from a breach of this Section 5.3; provided, that the Company and its Representatives may contact any person in writing (with a request that any response from such Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) with such Acquisition Proposal (is in each case, if requested by such Person), in each case (xwriting) with respect to an Acquisition Proposal that was not solely to clarify any ambiguous terms and conditions thereof with are reasonably necessary to determine whether the result of any material breach of Section 5.3(aAcquisition Proposal constitutes a Superior Proposal. The Company Board or Special Committee may only take the actions contemplated by the preceding sentence if (A) and (y) only if the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) that (1) such Acquisition Proposal either constitutes a Superior Proposal or would is reasonably likely to lead to a Superior Proposal and (2B) the Company Board or Special Committee has determined in good faith (after consultation with its outside legal counsel) that failure to enter into discussions regarding such Acquisition Proposal take the actions contemplated by this Section 5.3(b) would reasonably be reasonably likely expected to be inconsistent with its fiduciary duties under pursuant to applicable Law; provided, however, that (A) the . The Company shall 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 (but in no event later than twenty-four (24) hours after) with the time it is provided to such Person; (B) the Company and its Subsidiaries shall not pay, agree to pay or cause to be paid or reimburse, agree to reimburse or cause to be reimbursed, the expenses of any such Person in connection with any Acquisition Proposals or any Inquiries, discussions or requests with respect to or the making any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal, in each case, without the prior written consent of Parent; and (C) any competitively sensitive information or data provided to any such Person or group or their Representatives shall be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such information or data, on the same basis made available to Parent or its Representatives.

Superior Proposals. Notwithstanding anything The Company Board of Directors shall furnish to Parent all information provided to any third party pursuant to this Section 5.7 to the contrary set forth in this Section 5.3extent that such information has not been previously provided to Parent. Notwithstanding the foregoing, until the Company’s receipt of the Company Stockholder Approval, the Company and its Subsidiaries and the Company Board (or a committee thereof) may, directly or indirectly, through one or more of their Representatives, (i) contact any Third Party in writing (with a request that any response from such Third Party is in writing) with respect to an Acquisition Proposal submitted by such Third Party solely to clarify any ambiguous terms and conditions thereof that are necessary to determine whether such Acquisition Proposal constitutes or would reasonably be likely to lead to a Superior Proposal (without the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) being required to make the determination in the following clause (ii)(y)), and (ii) participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company or its Subsidiaries to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or its Subsidiaries pursuant to an Acceptable Confidentiality Agreement to any Person or its Representatives that has made or delivered to the Company an 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 (x) with respect to an Acquisition Proposal that was not the result of any material breach of Section 5.3(a) and (y) only if the Company Board of Directors receives an Acquisition Proposal which it determines in good faith to be superior to the Merger (after consultation with its financial advisors and legal counsel), taking into account the Person making the Acquisition Proposal and the likelihood and timing of consummation (including financial, legal, regulatory and other aspects of the Acquisition Proposal deemed relevant by the Company Board of Directors in good faith) (such other Acquisition Proposal, a "Superior Proposal"), the Company Board of Directors may withdraw or modify the Company Recommendation, approve or recommend the Superior Proposal, enter into an agreement with respect to such Superior Proposal (either of which shall be deemed, for purposes of Section 7.2 hereof, a duly authorized committee thereof acting with the full force and authority withdrawal of the Company BoardRecommendation) has determined or terminate this Agreement in accordance with Section 7.1(f); provided, that, at least three Business Days prior to taking any such action, the Company gives written notice thereof to Parent, setting forth in reasonable detail, the material terms and conditions of such Superior Proposal, and Parent shall not have, within such three Business Day period, proposed an improved transaction to the Company's Board of Directors which the Company's Board of Directors determines in good faith (after consultation with its financial advisor advisors and outside legal counsel) to be at least as favorable to the Stockholders as the Superior Proposal) (it being understood and agreed that (1) any amendment to the financial terms or any other material term of such Acquisition Proposal either constitutes a Superior Proposal or would shall require new written notice to Parent and an additional two Business Day period to enable Parent to consider proposing an improved transaction). As soon as reasonably likely lead to a Superior Proposal and (2) practicable after the failure to enter into discussions regarding such Acquisition Proposal would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law; provideddate hereof, however, that (A) the Company shall provide request that third parties promptly return or destroy all confidential information relating 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 (but in no event later than twenty-four (24) hours after) the time it is provided to such Person; (B) the Company and or any of its Subsidiaries shall not pay, agree to pay or cause to be paid or reimburse, agree to reimburse or cause to be reimbursed, the expenses of any such Person in connection with any Acquisition Proposals or any Inquiries, discussions or requests with respect to or the making any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal, in each case, without the prior written consent of Parent; and (C) any competitively sensitive information or data provided furnished to any such Person third parties by Thomas Wiesel Partners or group or their Representatives shall be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to obtained by such information or data, on third parties during the same basis made available to Parent or its Representativesxxxxxxx xxxxblished by Thomas Wiesel Partners.

Superior Proposals. Notwithstanding anything to the contrary set forth in this Section 5.3, until the Company’s receipt of the Company Requisite Stockholder Approval, the Company and its Subsidiaries and the Company Board (or a committee thereof) may, directly or indirectly, through one or more of their Representatives, Representatives (i) contact any Third Party in writing (with a request that any response from such Third Party is in writing) with respect to an Acquisition Proposal submitted by such Third Party solely to clarify any ambiguous terms and conditions thereof that are necessary to determine whether such Acquisition Proposal constitutes or would reasonably be likely to lead to a Superior Proposal (without including the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) being required to make the determination in the following clause (ii)(y)Advisor), and (ii) participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company or its Subsidiaries Group to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or its Subsidiaries Group pursuant to an Acceptable Confidentiality Agreement to any Person or its Representatives that has made or delivered to the Company an a, bona fide 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 (x) with respect to an Acquisition Proposal that was not the result of any material breach of Section 5.3(a5.3(b); 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 to clarify any ambiguous terms and conditions thereof which are necessary to determine whether the Acquisition Proposal constitutes a Superior Proposal (y) only without the Company Board being required to make the determination in the following proviso), it being agreed that if the Company Board receives any clarifications from such Third Person, the Proposal Notice Period will not be deemed commenced until such clarifications are provided to Parent; provided, however, that the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Boardthereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that (1) such Acquisition Proposal either constitutes a Superior Proposal or would is reasonably likely to lead to a Superior Proposal Proposal, and the Company Board (2or a committee thereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to enter into discussions regarding such Acquisition Proposal take the actions contemplated by this Section 5.3(c) would be reasonably likely to be inconsistent with its fiduciary duties under pursuant to applicable Lawlaw; providedand provided further, however, that (A) the Company shall 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 (but in no event later than twenty-four (24) 12 hours after) the time it is provided to such Person; (B) the Company and its Subsidiaries shall not pay, agree to pay or cause to be paid or reimburse, agree to reimburse or cause to be reimbursed, the expenses of any such Person in connection with any Acquisition Proposals or any Inquiries, discussions or requests with respect to or the making any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal, in each case, without the prior written consent of Parent; and (C) any competitively sensitive information or data provided to any such Person or group or their Representatives shall be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such information or data, on the same basis made available to Parent or its Representatives.

Superior Proposals. Notwithstanding anything to the contrary set forth in this Section 5.3, until the Company’s receipt of the Company Requisite Stockholder Approval, the Company and its Subsidiaries and the Company Board (or a committee thereof) may, directly or indirectly, through one (1) or more of their Representatives, respective Representatives (i) contact any Third Party in writing (with a request that any response from such Third Party is in writing) with respect to an Acquisition Proposal submitted by such Third Party solely to clarify any ambiguous terms and conditions thereof that are necessary to determine whether such Acquisition Proposal constitutes or would reasonably be likely to lead to a Superior Proposal (without including the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) being required to make the determination in the following clause (ii)(y)Advisor), and (ii) participate or engage in discussions or negotiations with, furnish any information (including non-public information and data) relating to the Company or its Subsidiaries Group to, or afford access to the business, properties, assets, books, records or other information (including non-public informationinformation and data), or to any personnel, of the Company or its Subsidiaries Group pursuant to an Acceptable Confidentiality Agreement to any Person or its Representatives that has made or delivered to the Company an a bona fide 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 (x) case, with respect to an Acquisition Proposal that was not the result of any material breach of Section 5.3(a) 5.3(b); provided, that, the Company and its Representatives may contact any Third Person with respect to an Acquisition Proposal to clarify any ambiguous terms and conditions thereof which are necessary to determine whether the Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal (y) only without the Company Board being required to make the determination in the following proviso), it being agreed that if the Company Board receives any clarifications from such Third Person, the Proposal Notice Period will not be deemed commenced until such clarifications are provided to Parent; provided, however, that, except as permitted by the immediately preceding proviso, the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Boardthereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that (1i) such Acquisition Proposal either constitutes a Superior Proposal or would is reasonably likely to lead to a Superior Proposal and (2ii) the failure to enter into discussions regarding such Acquisition Proposal take the actions contemplated by this Section 5.3(c) would be reasonably likely to be inconsistent with its fiduciary duties under pursuant to applicable Law; provided, further, however, that (A) the Company shall 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 (but in no event later than twentyforty-four eight (2448) hours after) the time it is provided to such Person; (B) the Company and its Subsidiaries shall not pay, agree to pay or cause to be paid or reimburse, agree to reimburse or cause to be reimbursed, the expenses of any such Person in connection with any Acquisition Proposals or any Inquiries, discussions or requests with respect to or the making any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal, in each case, without the prior written consent of Parent; and (C) any competitively sensitive information or data provided to any such Person or group or their Representatives shall be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such information or data, on the same basis made available to Parent or its Representatives.

Superior Proposals. Notwithstanding anything to the contrary set forth in this Section 5.3, until the Company’s receipt of the Company Requisite Stockholder Approval, the Company and its Subsidiaries and the Company Board (or a committee thereof) may, directly or indirectly, through one or more of their Representatives, Representatives (i) contact any Third Party in writing (with a request that any response from such Third Party is in writing) with respect to an Acquisition Proposal submitted by such Third Party solely to clarify any ambiguous terms and conditions thereof that are necessary to determine whether such Acquisition Proposal constitutes or would reasonably be likely to lead to a Superior Proposal (without including the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) being required to make the determination in the following clause (ii)(y)Advisor), and (ii) participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company or its Subsidiaries Group to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or its Subsidiaries Group pursuant to an Acceptable Confidentiality Agreement to any Person or its Representatives that has made or delivered to the Company an a, bona fide 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 (x) with respect to an Acquisition Proposal that was not the result of any material breach of Section 5.3(a5.3(b); provided, that, the Company and its Representatives may contact any Third Person in writing (with a request that any response from such Third Party is in writing) with respect to an Acquisition Proposal to clarify any ambiguous terms and conditions thereof which are necessary to determine whether the Acquisition Proposal constitutes a Superior Proposal (y) only without the Company Board being required to make the determination in the following proviso), it being agreed that if the Company Board receives any clarifications from such Third Person, the Proposal Notice Period will not be deemed commenced until such clarifications are provided to Parent; provided, however, that the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Boardthereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that (1) such Acquisition Proposal either constitutes a Superior Proposal or would is reasonably likely to lead to a Superior Proposal Proposal, and the Company Board (2or a committee thereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to enter into discussions regarding such Acquisition Proposal take the actions contemplated by this Section 5.3(c) would be reasonably likely to be inconsistent with its fiduciary duties under pursuant to applicable Lawlaw; providedand provided further, however, that (A) the Company shall 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 (but in no event later than twenty-four (24) 12 hours after) the time it is provided to such Person; (B) the Company and its Subsidiaries shall not pay, agree to pay or cause to be paid or reimburse, agree to reimburse or cause to be reimbursed, the expenses of any such Person in connection with any Acquisition Proposals or any Inquiries, discussions or requests with respect to or the making any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal, in each case, without the prior written consent of Parent; and (C) any competitively sensitive information or data provided to any such Person or group or their Representatives shall be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such information or data, on the same basis made available to Parent or its Representatives.

Superior Proposals. Notwithstanding anything Subject to compliance with the contrary set forth in other provisions of this Section 5.3, including compliance with Section 5.3(a), until the Company’s receipt of the Company Requisite Stockholder Approval, the Company and its Subsidiaries and the Company Board (or a duly authorized committee thereof) may, directly or indirectly, through one or more of their Representatives, (i) contact any Third Party in writing (with a request that any response from such Third Party is in writing) with respect to an Acquisition Proposal submitted by such Third Party solely to clarify any ambiguous terms and conditions thereof that are necessary to determine whether such Acquisition Proposal constitutes or would reasonably be likely to lead to a Superior Proposal (without the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) being required to make the determination in the following clause (ii)(y)), and (ii) participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company or its Subsidiaries Group to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or its Subsidiaries Group pursuant to an Acceptable Confidentiality Agreement to any Person (or its Representatives Representatives) (a “Prospective Purchaser”) that has made or delivered to the Company an 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) Prospective Purchaser with such Acquisition Proposal (in each case, if requested by such PersonProspective Purchaser), in each case (x) with respect to an Acquisition Proposal that was not the result of any material breach of this Section 5.3(a) and (y) only if 5.3; provided, however, that the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Boardthereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that (1) such Acquisition Proposal either constitutes a Superior Proposal or would reasonably likely lead to a Superior Proposal and (2) the failure to enter into discussions regarding such Acquisition Proposal would be reasonably likely to result in a Superior Proposal, and the Company Board (or a duly authorized committee thereof) has determined in good faith (after consultation with its outside legal counsel) that the failure to take the actions contemplated by this Section 5.3(b) would reasonably be inconsistent with expected to result in a breach of its fiduciary duties under pursuant to applicable Law; and provided, howeverfurther, that (A) the Company shall at the same time, or substantially concurrently, provide to Parent and its Representatives any non-public information that is provided to any Person or its Representatives given such access Prospective Purchaser that was not previously made available to Parent prior to or substantially concurrently (but in no event later than twenty-four (24) hours after) the time it is provided to such Person; (B) the Company and its Subsidiaries shall not pay, agree to pay or cause to be paid or reimburse, agree to reimburse or cause to be reimbursed, the expenses of any such Person in connection with any Acquisition Proposals or any Inquiries, discussions or requests with respect to or the making any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal, in each case, without the prior written consent of Parent; and (C) any competitively sensitive information or data provided to any such Person or group or their Representatives shall be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such information or data, on the same basis made available to Parent or its Representatives. Notwithstanding anything herein to the contrary, following compliance with Section 5.3(e), the Company shall be permitted to request clarifications from any Prospective Purchaser who has made an Acquisition Proposal solely for the purpose of, and to the extent necessary, to clarify the terms of such Acquisition Proposal so that the Company Board can make a determination whether such Acquisition Proposal constitutes, or is reasonably likely to result in, a Superior Proposal.

Superior Proposals. Notwithstanding anything to the contrary set forth in this Section 5.35.5, from the date of this Agreement until the CompanyMeridian’s receipt of the Company Stockholder Meridian Shareholder Approval, if the Company Seller Parties receive from any Person a bona fide, written and unsolicited Acquisition Proposal not resulting from a breach of Section 5.5 of this Agreement or any prior similar agreement with the Buyer or its Subsidiaries and affiliates, the Company Meridian Board (or a committee thereof) may, directly or indirectly, indirectly through one or more of their its Representatives, (i) contact any Third Party in writing (with a request that any response from such Third Party is in writing) with respect to an Acquisition Proposal submitted by such Third Party solely to clarify any ambiguous terms and conditions thereof that are necessary to determine whether such Acquisition Proposal constitutes or would reasonably be likely to lead to a Superior Proposal (without the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) being required to make the determination in the following clause (ii)(y)), and (ii) participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company Seller Parties or its any of their Subsidiaries to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company Seller Parties or its any of their Subsidiaries pursuant to an Acceptable Confidentiality Agreement to any such Person or its Representatives that has made or delivered to the Company an Acquisition Proposal, if 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 (x) with respect to an Acquisition Proposal that was not the result of any material breach of Section 5.3(a) and (y) only if (i) the Company Meridian Board (or a duly authorized committee thereof acting with the full force and authority of the Company Boardthereof) has determined in good faith (after consultation with its financial advisor and outside legal counselcounsel and financial advisor) that (1) such Acquisition Proposal either constitutes a Superior Proposal or would is reasonably likely to lead to a Superior Proposal and Proposal, (2ii) the Meridian Board (or a committee thereof) has determined in good faith (after consultation with its outside legal counsel) that the failure to enter into discussions regarding such Acquisition Proposal take the actions contemplated by this Section 5.5(b) would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law; providedand (iii) the Seller Parties have given the Buyer written notice of the identity of such Person, howevera copy of an Acceptable Confidentiality Agreement entered into with such Person, a copy of any written materials reflecting the terms of the Acquisition Proposal, a summary of the material terms of such Acquisition Proposal to the extent not reflected in such written materials, and notice of the Seller Parties’ intention to participate or engage in discussions or negotiations with, or furnish non-public information to, such Person; and provided further, that the Seller Parties will promptly (Aand in any event within one Business Day) make available to the Company shall provide to Parent and its Representatives Buyer any non-public information concerning the Seller Parties and their Subsidiaries that is provided to any such Person or its Representatives given such access that was not previously made available to Parent the Buyer. Notwithstanding anything to the contrary set forth in this Section 5.5 or elsewhere in this Agreement, prior to or substantially concurrently (but in no event later than twenty-four (24) hours after) the time it is provided to such Person; (B) Closing, neither the Company and its Seller Parties nor any of their Subsidiaries shall not payterminate, agree to pay amend, modify or cause to be paid waive any rights under, or reimburserelease any Person (other than the Buyer) from, agree to reimburse any “standstill” or cause to be reimbursed, other similar agreement between the expenses of any such Person in connection with any Acquisition Proposals Seller or any Inquiries, discussions or requests with respect to or the making any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal, in each case, without the prior written consent of Parent; and (C) any competitively sensitive information or data provided to any such Person or group or their Representatives shall be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such information or dataSubsidiaries, on the same basis made available one hand, and such Person, on the other, unless the Meridian Board (or a committee thereof) determines in good faith (after consultation with its outside legal counsel) that the failure to Parent or take such action would be inconsistent with its Representativesfiduciary duties under applicable Law.

Superior Proposals. Notwithstanding anything (a) A Covenantor or its directors may, in respect of any Acquisition Proposal received by them prior to the contrary set forth in this Section 5.3, until the Company’s receipt approval by its shareholders of the Company Stockholder ApprovalAmalgamation (or, with respect to FansUnite, if approval of shareholders is not required to effect the Company and Amalgamation, prior to the approval by the Askott Shareholders of the Amalgamation), change their recommendation to its Subsidiaries and shareholders regarding the Company Board approval of the Amalgamation (or a committee thereof“Recommendation Change”) may, directly or indirectly, through one or more of their Representatives, if prior to the Recommendation Change: (i) contact any Third Party in writing (with a request they have determined that any response from such Third Party is in writing) with respect to an Acquisition Proposal submitted by such Third Party solely to clarify any ambiguous terms and conditions thereof that are necessary to determine whether such Acquisition Proposal constitutes or would reasonably be likely to lead to a Superior Proposal (without the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) being required to make the determination in the following clause (ii)(y)), and (ii) participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company or its Subsidiaries to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or its Subsidiaries pursuant to an Acceptable Confidentiality Agreement to any Person or its Representatives that has made or delivered to the Company an 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 (x) with respect to an Acquisition Proposal that was not the result of any material breach of Section 5.3(a) and (y) only if the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that (1) such Acquisition Proposal either constitutes a Superior Proposal or would reasonably likely lead to a Superior Proposal and advised the other parties hereto of that fact and their intention to make a Recommendation Change; (2ii) the failure other parties hereto have been provided with a copy of the document containing such Superior Proposal (with such deletions as are necessary to enter into discussions regarding protect any confidential portions of such Acquisition document, provided that material terms and conditions of, and the identity of the person making, such Superior Proposal would may not be reasonably likely deleted); and (iii) five (5) Business Days have elapsed from the later of the date on which the other parties hereto received the material required to be inconsistent provided to it pursuant to (i) and (ii). Each Covenantor agrees that if the other party so elects, during the five (5) Business Days period referred to in (iii), they and their financial and legal advisors shall negotiate in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Covenantor to not make its Recommendation Change, while allowing their respective boards of directors to comply with its their fiduciary duties under applicable Applicable Law. During such five (5) Business Day period, a Covenantor shall not enter into any agreement in respect of the Superior Proposal with the party making the Superior Proposal; provided, however, that (A) the Company such Covenantor may, during that time, enter into or continue discussions with such party, but such discussions shall 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 (but in no event later than twenty-four (24) hours after) way affect the time it is provided rights of FansUnite under this Agreement to such Person; (B) require that Askott hold the Company Askott Meeting and, if the Askott Shareholders approve the Amalgamation and its Subsidiaries shall not paythe other conditions for Askott’s benefit are satisfied or waived, agree proceed to pay or cause to be paid or reimburse, agree to reimburse or cause to be reimbursed, complete the expenses of any such Person in connection with any Acquisition Proposals or any Inquiries, discussions or requests with respect to or the making any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal, in each case, without the prior written consent of Parent; and (C) any competitively sensitive information or data provided to any such Person or group or their Representatives shall be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such information or data, on the same basis made available to Parent or its RepresentativesAmalgamation.

Superior Proposals. Notwithstanding anything to the contrary set forth in this Section 5.35.5, from the date of this Agreement until the Company’s receipt of the Company Requisite Stockholder ApprovalApprovals, if the Company receives from any Person a bona fide, written and its Subsidiaries and unsolicited Acquisition Proposal not resulting from a breach of this Section 5.5, the Company Board (or a committee thereof) may, directly or indirectly, indirectly through one or more of their Representatives, its Representatives (i) contact any Third Party in writing (with a request that any response from such Third Party is in writing) with respect to an Acquisition Proposal submitted by such Third Party solely to clarify any ambiguous terms and conditions thereof that are necessary to determine whether such Acquisition Proposal constitutes or would reasonably be likely to lead to a Superior Proposal (without including the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) being required to make the determination in the following clause (ii)(y)Advisor), and (ii) participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company or any of its Subsidiaries to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement to any such Person or its Representatives that has made or delivered to the Company an Acquisition Proposal, if 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 (x) with respect to an Acquisition Proposal that was not the result of any material breach of Section 5.3(a) and (y) only if (i) the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Boardthereof) has determined in good faith (after consultation with its financial advisor and outside legal counselcounsel and financial advisor) that (1) such Acquisition Proposal either constitutes a Superior Proposal or would is reasonably likely to lead to a Superior Proposal and Proposal, (2ii) the Company Board (or a committee thereof) has determined in good faith (after consultation with its outside legal counsel) that the failure to enter into discussions regarding such Acquisition Proposal take the actions contemplated by this Section 5.5(b) would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law; provided, however, that and (Aiii) the Company shall provide has given the Parent written notice of the identity of such Person, a copy of an Acceptable Confidentiality Agreement entered into with such Person, a copy of any written materials reflecting the terms of the Acquisition Proposal, a summary of the material terms of such Acquisition Proposal to the extent not reflected in such written materials, and notice of the Company’s intention to participate or engage in discussions or negotiations with, or furnish non-public information to, such Person; and provided further, that the Company will promptly (and in any event within one (1) Business Day) make available to the Parent and its Representatives any non-public information concerning the Company and its Subsidiaries that is provided to any such Person or its Representatives given such access that was not previously made available to Parent the Parent. Notwithstanding anything to the contrary set forth in this Section 5.5 or elsewhere in this Agreement, prior to or substantially concurrently (but in no event later than twenty-four (24) hours after) the time it is provided to such Person; (B) Closing, neither the Company and nor any of its Subsidiaries shall not payterminate, agree to pay amend, modify or cause to be paid waive any rights under, or reimburserelease any Person (other than the Parent) from, agree to reimburse any “standstill” or cause to be reimbursed, other similar agreement between the expenses of any such Person in connection with any Acquisition Proposals Company or any Inquiries, discussions or requests with respect to or the making any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal, in each case, without the prior written consent of Parent; and (C) any competitively sensitive information or data provided to any such Person or group or their Representatives shall be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such information or dataits Subsidiaries, on the same basis made available one hand, and such Person, on the other, unless the Company Board determines in good faith (after consultation with its outside legal counsel) that the failure to Parent or take such action would be inconsistent with its Representativesfiduciary duties under applicable Law.

Superior Proposals. Notwithstanding anything At any time prior to the contrary consummation of the Offer subject to the Company’s compliance with the provisions of the next paragraph, (A) the Company Board may make a Change in Recommendation or (B) the Company may terminate the Merger Agreement in accordance with the applicable provision thereof in order to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, if, in response to a bona fide written Acquisition Proposal made after the date of the Merger Agreement and not withdrawn that did not result from a breach of the non-solicitation or unsolicited proposal provisions of the Merger Acquisition, the Company Board determines in good faith (after consultation with its outside legal counsel and financial advisors) that (i) such Acquisition Proposal constitutes a Superior Proposal and (ii) the failure to take the action set forth in this Section 5.3clause (A) or (B), until as applicable, would reasonably be expected to be inconsistent with its fiduciary obligations under applicable law. The Company will not be entitled to make such a Change in Recommendation or terminate the Company’s receipt Merger Agreement in connection with a Superior Proposal as described in the immediately preceding paragraph unless: • the Company has provided Parent four (4) business days’ prior written notice (which we refer to as the “Superior Proposal Notice”), advising Parent that the Company intends to take such action (and specifying, in reasonable detail, the reasons for such action and the material terms and conditions of any such Superior Proposal), and providing Parent with a copy of the Company Stockholder ApprovalAlternative Acquisition Agreement (and any other documents containing the terms of the Superior Proposal) in the form to be entered into; • during such four (4) business day period, if requested by Parent in good faith, the Company and its Subsidiaries representatives have engaged in good faith negotiations with Parent regarding changes to the terms of the Merger Agreement and any other proposals made by Parent intended by Parent to cause such Acquisition Proposal to no longer constitute a Superior Proposal; and • the Company Board has considered in good faith any and all adjustments to the Merger Agreement (or including a committee change to the price terms thereof) may, directly or indirectly, through one or more of their Representatives, (i) contact and any Third Party other agreements that proposed in writing by Parent no later than 11:59 p.m., New York City time, on the fourth (with a request that any response from 4th) business day of such Third Party is in writingfour (4) with respect to an Acquisition Proposal submitted by such Third Party solely to clarify any ambiguous terms business day period and conditions thereof that are necessary to determine whether such Acquisition Proposal constitutes or would reasonably be likely to lead to a Superior Proposal (without the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) being required to make the determination in the following clause (ii)(y)), and (ii) participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company or its Subsidiaries to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or its Subsidiaries pursuant to an Acceptable Confidentiality Agreement to any Person or its Representatives that has made or delivered to the Company an 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 (x) with respect to an Acquisition Proposal that was not the result of any material breach of Section 5.3(a) and (y) only if the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) has determined in good faith (after consultation with its financial advisor and outside legal counselcounsel and financial advisors) that (1) such the Acquisition Proposal either constitutes would continue to constitute a Superior Proposal or would reasonably likely lead if such proposed changed terms were to a Superior Proposal be given effect, and (2) that the failure to enter into discussions regarding such Acquisition Proposal would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law; provided, however, that (A) make the Company shall provide to Parent and its Representatives any non-public information that is provided to any Person Change in Recommendation or its Representatives given such access that was not previously made available to Parent prior to or substantially concurrently (but in no event later than twenty-four (24) hours after) terminate the time it is provided to such Person; (B) the Company and its Subsidiaries shall not pay, agree to pay or cause to be paid or reimburse, agree to reimburse or cause to be reimbursed, the expenses of any such Person in connection with any Acquisition Proposals or any Inquiries, discussions or requests with respect to or the making any proposal or offer that constitutes or Merger Agreement would reasonably be expected to lead be inconsistent with the Company Board’s fiduciary obligations under applicable law. Any material revisions to the terms of a Superior Proposal or material revisions to an Acquisition Proposal that the Company Board had determined no longer constitutes a Superior Proposal, will constitute a new Acquisition Proposal and will in each case, without case require the prior written consent of Parent; and (C) any competitively sensitive information or data provided Company to any such Person or group or their Representatives shall be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such information or data, on the same basis made available deliver to Parent or its Representativesa new Superior Proposal Notice, except that the references to four (4) business days will be deemed to be three (3) business days.