Common use of Superior Proposals Clause in Contracts

Superior Proposals. Notwithstanding anything to the contrary set forth in this Section 5.3, from the date hereof until the Company’s receipt of the Requisite Stockholder Approvals, the Company and the Company Board (or a committee thereof) may, directly or indirectly through one or more of their Representatives, 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, renewed or delivered to the Company an Acquisition Proposal after the date of this Agreement, and otherwise facilitate such Acquisition Proposal or assist such Person (and its Representatives and financing sources) with such Acquisition Proposal (in each case, if requested by such Person), in each case with respect to an Acquisition Proposal that was not solicited in breach of Section 5.3(a) and that the Company Board (or a committee thereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal and that failure to take such action would be inconsistent with its fiduciary duties under applicable Law; provided, that, subject to applicable Law, the Company shall provide to the Purchaser any non-public information or data that is provided to any Person given such access that was not previously made available to the Purchaser prior to or substantially concurrently with the time it is provided to such Person.

Superior Proposals. Notwithstanding anything to the contrary set forth in this Section 5.3Agreement, from the date hereof until the Company’s receipt earlier to occur of the Requisite Stockholder Approvalstermination of this Agreement pursuant to Article VIII and the delivery of the Written Consent, the Company and the Company Board (or a committee thereof) may, directly or indirectly through one or more of their Representatives, 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, renewed or delivered to the Company an Acquisition Proposal after the date of this Agreement, and otherwise facilitate such Acquisition Proposal or assist such Person (and its Representatives and financing sources) with such Acquisition Proposal (in each case, if requested by such Person), in each case with respect to an Acquisition Proposal that was did not solicited in result from any material breach of this Section 5.3(a) 5.3 and that the Company Board (or a committee thereof) has determined in good faith (after consultation with its financial advisor advisors and outside legal counsel) either constitutes a Superior Proposal or is could reasonably likely be expected to lead to a Superior Proposal and that failure to take such action would be inconsistent with its fiduciary duties under applicable LawProposal; provided, that, subject to applicable LawLaw and any applicable “clean team” or similar arrangement, the Company shall provide to the Purchaser Parent and Merger Sub any non-public information or data that is provided to any Person given such access that was not previously made available to the Purchaser Parent or Merger Sub prior to or substantially concurrently with promptly (and in any event within 12 hours) following the time it is provided to such Person.

Superior Proposals. Notwithstanding anything Section 5.3(a) but subject to compliance with the contrary set forth in other provisions of this Section 5.3, from the date hereof until prior to the Company’s receipt of the Requisite Stockholder ApprovalsApproval, the Company and the Company Board (Board, acting upon the recommendation of the Special Committee, or a committee thereof) may, directly or indirectly through one or more of their Representatives, the Special Committee may participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company or any of 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 any of its Subsidiaries Group pursuant to an Acceptable Confidentiality Agreement to any Person (or its Representatives Representatives) that has made, renewed made or delivered to the Company an a bona fide written Acquisition Proposal after the date execution and delivery of this Agreement, and otherwise facilitate such Acquisition Proposal Agreement that did not directly or assist such Person (and its Representatives and financing sources) with such Acquisition Proposal (in each case, if requested by such Person), in each case with respect to an Acquisition Proposal that was not solicited in indirectly result from a breach of Section 5.3(a) and 5.3; provided that the Company Board (Board, acting upon the recommendation of the Special Committee, or a committee thereof) the Special Committee has determined in good faith based on the information then available (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal either constitutes a Superior Proposal or is could be reasonably likely expected to lead to a Superior Proposal Proposal, and the Company Board or the Special Committee has determined in good faith based on the information then available (after consultation with its financial advisor and outside legal counsel) that the failure to take such action the actions contemplated by this Section 5.3(b) would be inconsistent with its fiduciary duties under pursuant to applicable Law; and provided, thatfurther, subject to applicable Law, that the Company shall will provide to the Purchaser Parent and its Representatives any non-public information or data that is provided to any Person given such access or its Representatives that was not previously made available to the Purchaser Parent prior to or substantially concurrently with the time it is provided to such Person.

Superior Proposals. Notwithstanding anything to the contrary set forth in this Section 5.3, from the date hereof until the Company’s receipt of the Requisite Stockholder ApprovalsShareholder Approval, the Company and the Company Board (or a committee thereof) may, directly or indirectly indirectly, through one or of more of their Representatives, participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company or any of 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 any of its Subsidiaries Group pursuant to an Acceptable Confidentiality Agreement to any Person or its Representatives that has made, renewed made or delivered to the Company an Acquisition Proposal after the date of this Agreement, and otherwise facilitate such Acquisition Proposal or assist such Person (and its Representatives and financing sources) with such Acquisition Proposal (in each case, if requested by such Person), in each case with respect to an a bona fide written Acquisition Proposal that was did not solicited in result from a breach of Section 5.3(a) and 5.3(b); provided that the Company Board (or a committee thereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal either constitutes a Superior Proposal or is would reasonably likely be expected to lead to a Superior Proposal Proposal, and the Company Board (or a committee thereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to take such action the actions contemplated by this Section 5.3(c) would reasonably be expected to be inconsistent with its fiduciary duties under pursuant to applicable Law; and provided, thatfurther, subject to applicable Law, that the Company shall will provide to the Purchaser Parent and its Representatives any non-public information or data that is provided to any Person given such access or its Representatives that was not previously made available to the Purchaser Parent prior to or substantially concurrently with the time it is provided to such Person.

Superior Proposals. Notwithstanding anything to the contrary set forth in this Section 5.3Agreement, from the date hereof of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Company’s receipt of the Requisite Stockholder ApprovalsApproval, the Company and the Company Board (or a committee thereof) may, directly or indirectly through one or more of their Representatives, 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 such Person’s Representatives that has made, renewed or delivered to the Company an Acquisition Proposal after the date of this Agreement, and otherwise facilitate such Acquisition Proposal or assist such Person (and its such Person’s Representatives and financing sources) with such Acquisition Proposal (in each case, if requested by such Person), in each case with respect to an Acquisition Proposal that was not solicited in breach of Section 5.3(a) and that the Company Board (or a committee thereof) has determined in good faith (after consultation with its financial advisor advisors and outside legal counsel) either constitutes a Superior Proposal or is could reasonably likely be expected to lead to a Superior Proposal and that failure to take such action would be inconsistent with its fiduciary duties under applicable LawProposal; provided, that, that subject to applicable LawLaw and any applicable “clean team” or similar arrangement, the Company shall provide to the Purchaser Parent and Merger Sub any non-public information or data that is provided to any Person given such access that was not previously made available to the Purchaser Parent or Merger Sub prior to or substantially concurrently with promptly (and in any event within 48 hours) following the time it is provided to such Person.

Superior Proposals. Notwithstanding anything to the contrary set forth in this Section 5.3Agreement, from the date hereof of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Company’s receipt of the Requisite Company Stockholder ApprovalsApproval, the Company and the Company Board (or a committee thereofacting under the direction of the Special Committee) may, directly or indirectly through one or more of their Representatives, 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 such Person’s Representatives that has made, renewed or delivered to the Company an Acquisition Proposal after the date of this Agreement, contact such Person to clarify the terms or conditions thereof and otherwise facilitate such Acquisition Proposal or assist such Person (and its such Person’s Representatives and financing sources) with such Acquisition Proposal (in each case, if requested by such Person), in each case case, with respect to an Acquisition Proposal that was not solicited in breach of Section 5.3(a) and that the Company Board (or a committee thereofacting under the direction of the Special Committee) has determined in good faith (after consultation with its financial advisor advisors and outside legal counsel) either constitutes a Superior Proposal or is reasonably likely expected to lead to a Superior Proposal and that failure to take such action would be inconsistent with its fiduciary duties under applicable LawProposal; provided, provided that, subject to applicable LawLaw and any applicable “clean team” or similar arrangement, the Company shall provide to the Purchaser Parent and Merger Sub any material non-public information or data that is provided to any Person given such access that was not previously made available to the Purchaser Parent or Merger Sub prior to or substantially concurrently with promptly following the time it is provided to such Person.

Superior Proposals. Notwithstanding anything to the contrary set forth in this Section 5.3Agreement, from the date hereof of this Agreement and continuing until the Company’s receipt of the Requisite Stockholder ApprovalsApproval, the Company and the Company Board (or a committee thereof) may, directly or indirectly through one or more of their RepresentativesRepresentatives (including Lazard Middle Market LLC), 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, renewed or delivered to the Company an a bona fide written Acquisition Proposal after the date of this Agreement, and otherwise facilitate such Acquisition Proposal or assist such Person (and its Representatives and financing sources) with such Acquisition Proposal (in each case, if requested by such Person), in each case with respect to an Acquisition Proposal Agreement that was did not solicited in result from a breach of the terms of this Section 5.3(a) and that 5.3 if the Company Board (or a committee thereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that (A) such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal and that (B) the failure to take the actions set forth in this Section 5.3(c) above with respect to such action Acquisition Proposal would be inconsistent with its fiduciary duties to the Company’s stockholders under applicable Law; provided, further, that, subject to applicable Law, the Company shall provide promptly (and in any event within 48 hours) make available to the Purchaser Parent any material non-public information or data concerning the Company and its Subsidiaries that is provided to any such Person given such access or its Representatives pursuant to this Section 5.3(c) that was not previously made available to the Purchaser prior to or substantially concurrently with the time it is provided to such PersonParent.

Superior Proposals. Notwithstanding anything to the contrary set forth in this Section 5.3Agreement, from the date hereof of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Company’s receipt of the Requisite Stockholder ApprovalsApproval, the Company and the Company Board (or a committee thereof) may, directly or indirectly through one or more of their Representatives, 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, renewed or delivered to the Company an Acquisition Proposal after the date of this Agreement, and otherwise facilitate such Acquisition Proposal or assist such Person (and its Representatives and financing sources) with such Acquisition Proposal (in each case, if requested by such Person), in each case with respect to an Acquisition Proposal that was did not solicited in result from any material breach of this Section 5.3(a) 5.3 and that the Company Board (or a committee thereof) has determined in good faith (after consultation with its financial advisor advisors and outside legal counsel) either constitutes a Superior Proposal or is could reasonably likely be expected to lead to a Superior Proposal and that failure to take such action would be inconsistent with its fiduciary duties under applicable LawProposal; provided, that, that subject to applicable LawLaw and any applicable “clean team” or similar arrangement, the Company shall provide to the Purchaser Parent and Merger Sub any non-public information or data that is provided to any Person given such access that was not previously made available to the Purchaser Parent or Merger Sub prior to or substantially concurrently with promptly following the time it is provided to such Person.

Superior Proposals. Notwithstanding anything to the contrary set forth in this Section 5.3Agreement, from the date hereof of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Company’s receipt of the Requisite Stockholder ApprovalsApproval, the Company and the Company Board (or a committee thereof, including the Special Committee) may, directly or indirectly through one or more of their Representatives, 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 such Person’s Representatives that has made, renewed or delivered to the Company an Acquisition Proposal after the date of this Agreement, and otherwise facilitate such Acquisition Proposal or assist such Person (and its such Person’s Representatives and financing sources) with such Acquisition Proposal (in each case, if requested by such Person), in each case case, with respect to an Acquisition Proposal that was did not solicited in result from a material breach of this Section 5.3(a) 5.3 and that the Company Board (or a committee thereofacting on the recommendation of the Special Committee) has determined in good faith (i) after consultation with its financial advisor advisors and outside legal counsel) , either constitutes a Superior Proposal or is could reasonably likely be expected to lead to a Superior Proposal and (ii) after consultation with its outside legal counsel, that the failure to take such action do so would be inconsistent with its fiduciary duties under applicable Law; provided, provided that, subject to applicable LawLaw and any applicable “clean team” or similar arrangement, the Company shall provide to the Purchaser Parent and Merger Sub any non-public information or data that is provided to any Person given such access that was not previously made available to the Purchaser Parent or Merger Sub prior to or substantially concurrently with promptly (and in any event within 24 hours) following the time it is provided to such Person.

Superior Proposals. Notwithstanding anything to the contrary set forth in this Section 5.3Agreement, from the date hereof of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Company’s receipt of the Requisite Stockholder ApprovalsApproval, the Company and the Company Board (or a committee thereof) may, directly or indirectly through one or more of their Representatives, 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 such Person’s Representatives that has made, renewed or delivered to the Company an Acquisition Proposal after the date of this Agreement, and otherwise facilitate such Acquisition Proposal or assist such Person (and its such Person’s Representatives and financing sources) with such Acquisition Proposal (in each case, if requested by such Person), in each case with respect to an Acquisition Proposal that was not solicited in breach of Section 5.3(a) and that the Company Board (or a committee thereof) has determined in good faith (after consultation with its financial advisor advisors (if any) and outside legal counsel) either constitutes a Superior Proposal or is could reasonably likely be expected to lead to a Superior Proposal and that failure to take such action would be inconsistent with its fiduciary duties under applicable LawProposal; provided, that, subject to applicable Law, that the Company shall provide to the Purchaser Parent and Merger Sub any material non-public information or data that is provided to any Person given such access that was not previously made available to the Purchaser Parent or Merger Sub prior to or substantially concurrently with promptly (and in any event within 48 hours) following the time it is provided to such Person.

Superior Proposals. Notwithstanding anything to the contrary set forth in this Section 5.3‎5.3 (but subject to the provisos in this Section ‎5.3(b)), at any time from and after the date hereof until the Company’s receipt of the Requisite Stockholder Approvals, the Company and the Company Board (or a committee thereof) Special Committee may, directly or indirectly through one or more of their RepresentativesRepresentatives (including the Advisor), participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company or any of its Subsidiaries toGroup, 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 Group, pursuant to an Acceptable Confidentiality Agreement to any Person or its Representatives that has made, renewed made or delivered to the Company an a bona fide written Acquisition Proposal after the date of this Agreement, and otherwise facilitate such Acquisition Proposal or assist such Person (and its Representatives and financing sources) with such Acquisition Proposal (in each case, if requested by such Person), in each case with respect to an Acquisition Proposal case, that was did not solicited in arise from a material breach of this Section 5.3(a) and ‎5.3(b); provided, however, that the Company Board (or a committee thereof) Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal Proposal, and the Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to take such action the actions contemplated by this Section ‎5.3(b) would be inconsistent with its fiduciary duties under applicable Law; provided, that, subject pursuant to applicable Lawlaw; and provided further, however, that the Company shall provide will promptly (and in any event within 24 hours) make available to the Purchaser Parent any non-public information or data concerning the Company Group that is provided to any such Person given such access or its Representatives that was not previously made available to the Purchaser prior to or substantially concurrently with the time it is provided to such PersonParent.