Common use of Superior Proposals Clause in Contracts

Superior Proposals. Notwithstanding anything to the contrary set forth in this Agreement, from the date of this Agreement until the earlier to occur of (i) the termination of this Agreement pursuant to Article VIII and (ii) the Company’s receipt of the Requisite Stockholder Approval, the Company Parties 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 Group to, or afford access to the business, properties, assets, books, records or personnel, of the Company Group pursuant to an Acceptable Confidentiality Agreement to any Person or 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 such Person’s Representatives and financing sources) with such Acquisition Proposal if requested by such Person, in each case with respect to an Acquisition Proposal that the Company Board (or a committee thereof) has determined in good faith (after consultation with its financial advisors and outside legal counsel) either constitutes a Superior Proposal or would reasonably be expected to lead to a Superior Proposal; provided, that subject to applicable Law and any applicable “clean team” or similar arrangement, the Company shall provide to the Parent Parties any material non-public information or data that is provided to any Person given such access that was not previously made available to the Parent Parties prior to or 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 AgreementSection 5.3, from the date of this Agreement until the earlier to occur of (i) the termination of this Agreement pursuant to Article VIII and (ii) the Company’s receipt of Company obtains the Requisite Stockholder Approval, the Company Parties and the Company Board (or a committee thereof) may, directly or indirectly through one or more of their RepresentativesRepresentatives (including the Company’s legal and financial advisors), following the execution of an Acceptable Confidentiality Agreement, participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company Group 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 Group pursuant to an Acceptable Confidentiality Agreement or any of its Subsidiaries to any Person or such Person’s its Representatives (including, for these purposes, sources of financing) that has made, renewed made or delivered to the Company an a bona fide written Acquisition Proposal after the date of this AgreementAgreement that did not result or arise from a breach of Section 5.3(a), and otherwise facilitate such Acquisition Proposal or assist such Person (and such Person’s Representatives and financing sources) with such Acquisition Proposal but only if requested by such Person, in each case with respect to an Acquisition Proposal that the Company Board (or a committee thereof) has determined in good faith (after consultation with its the Company’s financial advisors advisor and outside legal counsel) that (i) such Acquisition Proposal either constitutes a Superior Proposal or would is reasonably be expected likely to lead to a Superior Proposal; provided, that subject and (ii) the failure to take the actions contemplated by this Section 5.3(b) would be inconsistent with its fiduciary duties pursuant to applicable Law and any applicable “clean team” or similar arrangementLaw. In connection with the foregoing, the Company shall provide will prior to the or contemporaneously make available to Parent Parties 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 that was not previously made available to the Parent Parties prior to or promptly (and in any event within 24 hours) following the time it is provided to such PersonParent.

Superior Proposals. Notwithstanding anything to the contrary set forth in this Agreement, from the date of this Agreement until the earlier to occur of (i) the termination of this Agreement pursuant to Article VIII and (ii) the Company’s receipt of the Requisite Stockholder Approval, the Company Parties 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 Group or any of its Subsidiaries to, or afford access to the business, properties, assets, books, records or personnel, of the Company Group or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement to any Person or 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 such Person’s Representatives and financing sources) with such Acquisition Proposal if requested by such Person, in each case with respect to an Acquisition Proposal that the Company Board (or a committee thereof) has determined in good faith (after consultation with its financial advisors and outside legal counsel) either constitutes a Superior Proposal or would could reasonably be expected to lead to a Superior Proposal; provided, that subject to applicable Law and any applicable “clean team” or similar arrangement, the Company shall provide to the Parent Parties 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 Parent Parties or Merger Sub prior to or promptly (and in any event within 24 48 hours) following the time it is provided to such Person.

Superior Proposals. Notwithstanding anything to the contrary set forth in this Purchase Agreement, from the date of this Agreement Effective Date until the earlier to occur of (i) the termination of this Purchase Agreement pursuant to Article VIII and (ii) or the Company’s receipt of the Requisite Stockholder Approval, the Company Parties and the Company Board (or a committee thereofmay, subject to Section 12(a) mayabove, 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 Group or any of Affiliates to, or afford access to the business, properties, assets, books, records or personnel, of the Company Group pursuant to an Acceptable Confidentiality Agreement to any Person or such Person’s Representatives, provided that the Company and such Person and such Person’s Representatives have entered into an appropriate confidentiality agreement (which shall not contain any provisions that prohibit the Company from complying with its obligations pursuant to this Section 12), that has made, renewed made or delivered to the Company an Acquisition Acquisition/Alternative Proposal after the date of this AgreementEffective Date, and otherwise facilitate such Acquisition Acquisition/Alternative Proposal or assist such Person (and such Person’s Representatives and financing sources) with such Acquisition Acquisition/Alternative Proposal if requested by such Person, in each case case, only with respect to an Acquisition Acquisition/Alternative Proposal that the Company Board (or a committee thereof) has determined in good faith (A) after consultation with its financial advisors and outside legal counsel) , either constitutes a Superior Proposal or would could reasonably be expected to lead to a Superior Proposal; providedProposal and (B) after consultation with its outside legal counsel, that subject the failure to do so would be reasonably be likely to be inconsistent with its fiduciary duties under applicable Law and any applicable “clean team” or similar arrangement, the Company shall provide to the Parent Parties any material non-public information or data that is provided to any Person given such access that was not previously made available to the Parent Parties prior to or promptly (and in any event within 24 hours) following the time it is provided to such Personlaw.

Superior Proposals. Notwithstanding anything to the contrary set forth in this Agreement, from the date of this Agreement until the earlier to occur of (i) the termination of this Agreement pursuant to Article VIII and (ii) the Company’s receipt of the Requisite Stockholder Approval, the Company Parties 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 Group or any of its Subsidiaries to, or afford access to the business, properties, assets, books, records or personnel, of the Company Group or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement to any Person or 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 such Person’s Representatives and financing sources) with such Acquisition Proposal if requested by such Person, in each case case, with respect to an Acquisition Proposal that the Company Board (or a committee thereof) has determined in good faith (A) after consultation with its financial advisors and outside legal counsel) , either constitutes a Superior Proposal or would could reasonably be expected to lead to a Superior Proposal; providedProposal and (B) after consultation with its outside legal counsel, that the failure to do so would be reasonably be likely to be inconsistent with its fiduciary duties under applicable Law; provided that, subject to applicable Law and any applicable “clean team” or similar arrangement, the Company shall provide to the Parent Parties 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 Parent Parties or Merger Sub prior to or 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 AgreementSection 5.3, from the date of this Agreement until the earlier to occur of (i) the termination of this Agreement pursuant to Article VIII and (ii) the Company’s receipt of the Requisite Stockholder Approval, the Company Parties 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 Group 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 Group or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement to any Person or such Person’s its Representatives that has made, renewed or delivered to the Company an a bona fide written Acquisition Proposal after the date of this Agreement, in each case if and otherwise facilitate only if (i) such Acquisition Proposal or assist such Person was not the result of a breach of Section 5.3(a) and (and such Person’s Representatives and financing sourcesii) with such Acquisition Proposal if requested by such Person, in each case with respect to an Acquisition Proposal that the Company Board (or a committee thereof) has determined in good faith (after consultation with its financial advisors and outside legal counsel) that such Acquisition Proposal either constitutes a Superior Proposal or would reasonably be expected to lead to a Superior ProposalProposal and the failure to do so would be inconsistent with its fiduciary duties under applicable Law; provided, that subject to applicable Law and any applicable “clean team” or similar arrangementLaw, the Company shall provide to the Parent Parties 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 Parent Parties or Merger Sub prior to or promptly (and in any event within 24 hours) following substantially concurrently with the time it is provided to such Person.

Superior Proposals. Notwithstanding anything to the contrary set forth in Section 5.3(a) but subject to the other limitations in this AgreementSection 5.3, at any time from the date of this Agreement No-Shop Period Start Date until the earlier to occur of (i) the termination of this Agreement pursuant to Article VIII and (ii) the Company’s receipt of the Requisite Stockholder Approval, the Company Parties and the Company Board (or a committee thereof) Special Committee may, directly or indirectly through one or more of their RepresentativesRepresentatives (including the Special Committee Advisor), participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company Group to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company Group solely pursuant to to, and only following execution of, an Acceptable Confidentiality Agreement to any Person or such Person’s its Representatives that has made, renewed made or delivered to the Company an Acquisition Proposal after the date of this Agreement, Agreement if and otherwise facilitate solely to the extent that (i) such Acquisition Proposal or assist did not result from a breach of Section 5.3, (ii) prior to taking such Person (and such Person’s Representatives and financing sources) with such Acquisition Proposal if requested by such Personaction, in each case with respect to an Acquisition Proposal that the Company Board (or a committee thereof) has Special Committee must have determined in good faith (after consultation with its financial advisors advisor and outside legal counsel) that such Acquisition Proposal either constitutes a Superior Proposal or would is reasonably be expected likely to lead to a Superior Proposal, and (iii) prior to taking such action, the Special Committee must have determined in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to take the actions contemplated by this Section 5.3(b) would be inconsistent with its fiduciary duties pursuant to applicable Law; providedand provided further, that subject to applicable Law and any applicable “clean team” or similar arrangement, the Company shall provide will promptly (and in any event within twenty-four (24) hours thereafter) make available to the Parent Parties any material 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 Parent Parties prior to or promptly (and in any event within 24 hours) following the time it is provided to such PersonParent.