Common use of Takeover Proposals Clause in Contracts

Takeover Proposals. (a) Except as expressly permitted by this Section 4.02(a), the Company agrees that neither it nor any of its Subsidiaries nor any of its and their respective directors or officers shall, and the Company shall cause its financial advisor and each of the Blackstone Entities and each of its Subsidiaries and its and their respective managers and officers not to, and shall direct and use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives not to, directly or indirectly through another person (i) solicit, initiate or knowingly encourage, or knowingly facilitate any Takeover Proposal or the making or consummation thereof or (ii) other than to inform any person of the existence of the provisions contained in this Section 4.02, enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any information in connection with, or enter into any agreement, understanding or arrangement with respect to, any Takeover Proposal. Upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective directors and officers to, and shall direct and use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, immediately cease and cause to be terminated all existing activities, discussions or negotiations with any person conducted heretofore with respect to any Takeover Proposal. The Company shall enforce the terms of any existing standstill or similar agreement it has entered into with any party, and the Company shall not amend or otherwise modify any such standstill or similar agreement unless the failure to take such action would be inconsistent with the fiduciary duties of the directors of the Company under applicable Law. The Company shall promptly, and in any event within 7 days, request, and shall use commercially reasonable efforts to cause, the prompt return or written acknowledgement of destruction of all confidential information previously furnished to such parties or their Representatives in connection with any Takeover Proposal to the extent that the Company is entitled to have such documents returned or destroyed. Notwithstanding the foregoing, if at any time prior to obtaining the Company Stockholder Approval, (i) the Company receives an unsolicited bona fide Takeover Proposal from any third party and (ii) the Special Committee or the Board of Directors of the Company, acting upon the recommendation of the Special Committee, determines in good faith that (A) (after consultation with its financial advisor (including at least one financial advisor who is not, and whose affiliates are not, proposing to provide debt or equity financing in connection with such Takeover Proposal) and outside legal counsel), such Takeover Proposal constitutes or could reasonably be expected to lead to a Superior Proposal and (B) (after consultation with its outside legal counsel), the failure to provide non-public information concerning the Company or enter into discussions or negotiations with such third party would be inconsistent with the directors’ fiduciary duties under Law, the Company may (x) furnish information with respect to the Company and its Subsidiaries to the person making such Takeover Proposal (and its Representatives) pursuant to a customary confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except that the Company may enter into a confidentiality agreement without a standstill provision or with a standstill provision less favorable to the Company if it waives or similarly modifies the standstill provision in the Confidentiality Agreement) (an “Acceptable Confidentiality Agreement”); provided, that, subject to applicable Law, all such information has previously been provided to Parent or is provided to Parent promptly, and in any event within 24 hours after the time it is provided to the person making such Takeover Proposal or such person’s Representatives, and (y) participate in discussions or negotiations with the person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal. The Company shall, promptly, and in any event within 24 hours, upon receipt of any Takeover Proposal, notify Parent orally and in writing, which notice shall specify the terms and conditions of any such Takeover Proposal (including the identity of the party making such Takeover Proposal and a copy of the relevant proposed transaction agreements, if any, received by the Company or its Representatives in connection with such Takeover Proposal).

Takeover Proposals. (a) Except as expressly permitted by this Section 4.02(a)The Merger Agreement provides that the Company will not, nor will it permit any of its affiliates to, nor will it authorize or permit any affiliate, director, officer or employee of, or any investment banker, financial advisor, attorney, accountant or other advisor or representative of, the Company agrees that neither it nor or any of its Subsidiaries nor any of its and their respective directors or officers shall, and the Company shall cause its financial advisor and each of the Blackstone Entities and each of its Subsidiaries and its and their respective managers and officers not to, and shall direct and use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives not affiliates to, directly or indirectly through another person indirectly, (i) solicit, seek, initiate or knowingly encourageencourage (including by way of furnishing information), or knowingly take any other action to facilitate the submission of any Takeover Proposal inquiries or the making of any proposal or consummation thereof offer that constitutes, or would be reasonably likely to constitute or lead to a Takeover Proposal, (ii) other than to inform any person of the existence of the provisions contained in this Section 4.02, enter into, continue or otherwise participate in any discussions or negotiations regarding, (including by way of furnishing information) or furnish to otherwise cooperate in any person any information in connection way with, or enter into assist, participate in, facilitate or encourage any agreementeffort or attempt by any person to submit or otherwise act in furtherance of, understanding or arrangement with respect a Takeover Proposal, (iii) agree to, approve or recommend any Takeover Proposal. Upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective directors and officers to, and shall direct and use its reasonable best efforts to cause its and its Subsidiaries’ or (iv) take any other Representatives to, immediately cease and cause to be terminated all existing activities, discussions or negotiations with any person conducted heretofore with respect to any Takeover Proposal. The Company shall enforce the terms of any existing standstill or similar agreement it has entered into with any party, and the Company shall not amend or otherwise modify any such standstill or similar agreement unless the failure to take such action would be inconsistent with the obligations and commitments of the Company contained in this provision, PROVIDED that the foregoing shall not prohibit the presentation of a Takeover Proposal to the Company Board which was not obtained or received in violation of Section 4.02 of the Merger Agreement. Notwithstanding the foregoing, in the event the Company Board determines in good faith after consultation with outside counsel that failure to do so would constitute a breach of the Company Board's fiduciary duties of to the directors shareholders of the Company under applicable Law. The Company shall promptly, and in any event within 7 days, request, and shall use commercially reasonable efforts to causelaw, the prompt return Company Board may, in response to (A) a Superior Proposal (as defined below) or written acknowledgement of destruction of all confidential information previously furnished to such parties or their Representatives in connection with any Takeover Proposal to the extent that the Company is entitled to have such documents returned or destroyed. Notwithstanding the foregoing, if at any time prior to obtaining the Company Stockholder Approval, (iB) the Company receives an unsolicited a bona fide Takeover Proposal from any third party and (ii) that the Special Committee or the Company Board of Directors of the Company, acting upon the recommendation of the Special Committee, determines in good faith that (A) (after consultation with its financial advisor (including at least one financial advisor who is not, and whose affiliates are not, proposing to provide debt or equity financing in connection with such Takeover Proposal) and outside legal counsel), such Takeover Proposal constitutes or could reasonably be expected likely to lead to a Superior Proposal and (Ba "LIKELY SUPERIOR PROPOSAL") at any time prior to the acceptance for payment of Shares pursuant to the Offer (after consultation with its outside legal counselthe "SPECIFIED DATE"), the failure that in each case was unsolicited and did not otherwise result from a breach of this provision, and subject to provide non-public information concerning the Company or enter into discussions or negotiations with such third party would be inconsistent compliance with the directors’ fiduciary duties under Law, the Company may notification obligations described below: (x) furnish information with respect to the Company and its Subsidiaries subsidiaries to the person making such Takeover Superior Proposal or Likely Superior Proposal (and its Representativesrepresentatives) pursuant to a an appropriate and customary confidentiality and standstill agreement on terms substantially similar to those contained in the Confidentiality Agreement (except that the Company may enter into a confidentiality agreement without a standstill provision or with a standstill provision is no less favorable to the Company if it waives or similarly modifies the standstill provision in than the Confidentiality Agreement) (an “Acceptable Confidentiality Agreement”); provided, that, subject to applicable Law, all such information has previously been provided to Parent or is provided to Parent promptly, and in any event within 24 hours after the time it is provided to the person making such Takeover Proposal or such person’s Representatives, and (y) participate in discussions or negotiations with the person making such Takeover Superior Proposal or Likely Superior Proposal (and its Representativesrepresentatives) regarding such Takeover Superior Proposal or Likely Superior Proposal. The Company shall, promptly, and in any event within 24 hours, upon receipt of any Takeover Proposal, notify Parent orally and in writing, which notice shall specify the terms and conditions of any such Takeover Proposal (including the identity of the party making such Takeover Proposal and a copy of the relevant proposed transaction agreements, if any, received by the Company or its Representatives in connection with such Takeover Proposal).

Takeover Proposals. (a) Except as expressly permitted by At all times during the period commencing on the date hereof and continuing until the termination of this Section 4.02(a)letter agreement, the Company agrees that neither it Stockholders shall not, nor shall they authorize or knowingly permit any of its Subsidiaries nor any of its and their respective directors or officers shall, and the Company shall cause its financial advisor and each of the Blackstone Entities and each of its Subsidiaries and its and their respective managers and officers not to, and shall direct and use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives not to, directly or indirectly through another person indirectly, take any action that would constitute (ior would be deemed to constitute) solicit, initiate or knowingly encourage, or knowingly facilitate any Takeover Proposal or the making or consummation thereof or (ii) other than to inform any person a breach of the existence Company’s obligations under Section 5.2(a) of the provisions contained Merger Agreement, if such provision applied to the Stockholders. For purposes of this Section 1, none of the Company, its Subsidiaries or any other Representatives of the Company (in their capacities as such, but in no other capacity) shall be deemed “Representatives” of the Stockholders in determining whether any breach (or deemed breach) of Section 5.2(a) of the Merger Agreement has occurred. Notwithstanding anything to the contrary in this Agreement, at any time the Company is permitted to take the actions set forth in Section 4.025.2(b) of the Merger Agreement with respect to a Takeover Proposal, enter into, continue or otherwise each Stockholder and its Representatives shall be free to participate in any discussions or negotiations regarding, or furnish to any person any information in connection with, or enter into any agreement, understanding or arrangement regarding such Takeover Proposal with respect to, any the Person making such Takeover Proposal. Upon execution of this Agreement, to the same extent and upon the same terms and conditions as the Company shall, and shall cause its Subsidiaries and its and their respective directors and officers to, and shall direct and use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, immediately cease and cause to be terminated all existing activities, discussions or negotiations with any person conducted heretofore with respect to any Takeover Proposal. The Company shall enforce the terms of any existing standstill or similar agreement it has entered into with any party, and the Company shall not amend or otherwise modify any such standstill or similar agreement unless the failure is permitted to take such action would be inconsistent with the fiduciary duties actions pursuant to Section 5.2(b) of the directors Merger Agreement; provided that none of the Company under applicable LawStockholders has materially breached this Section 1. The Company At all times during the period commencing on the date hereof and continuing until the termination of this letter agreement, the Stockholders shall promptly, (i) promptly (and in any event within 7 days, request, 24 hours following receipt) notify Parent orally and shall use commercially reasonable efforts to cause, in writing if any of the prompt return Stockholders or written acknowledgement any of destruction of all confidential information previously furnished to such parties or their respective Representatives in connection with receives any Takeover Proposal to the extent Proposal, any request for information that the Company is entitled to have such documents returned or destroyed. Notwithstanding the foregoing, if at any time prior to obtaining the Company Stockholder Approval, (i) the Company receives an unsolicited bona fide Takeover Proposal from any third party and (ii) the Special Committee or the Board of Directors of the Company, acting upon the recommendation of the Special Committee, determines in good faith that (A) (after consultation with its financial advisor (including at least one financial advisor who is not, and whose affiliates are not, proposing to provide debt or equity financing in connection with such Takeover Proposal) and outside legal counsel), such Takeover Proposal constitutes or could would reasonably be expected to lead to a Superior Takeover Proposal or any inquiry with respect to, or that would reasonably be expected to lead to, any Takeover Proposal, such notice to include a summary of the material terms and conditions of such Takeover Proposal, request or inquiry (including a copy, if made in writing), and the identity of the Person making any such Takeover Proposal, request or inquiry and (Bii) (after consultation with its outside legal counsel)keep Parent reasonably informed on a current basis of the status and terms of any such Takeover Proposal, the failure to provide non-public information concerning the Company request or enter into discussions or negotiations with such third party would be inconsistent with the directors’ fiduciary duties under Lawinquiry, the Company may (x) furnish information with respect any material modifications to the Company terms thereof and its Subsidiaries any other material developments related thereto, to the person making such Takeover Proposal (and its Representatives) pursuant to a customary confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except extent that the Company may enter into a confidentiality agreement without a standstill provision or with a standstill provision less favorable to the Company if it waives or similarly modifies the standstill provision in the Confidentiality Agreement) (an “Acceptable Confidentiality Agreement”); provided, that, subject to applicable Law, all such information has previously not been provided to Parent by the Company or has been requested by Parent directly from the Stockholders. It is provided acknowledged that the Stockholders shall be permitted to Parent promptly, and in any event within 24 hours after inform the time it is provided to Company of the person making such Takeover Proposal or such person’s Representatives, and (y) participate in discussions or negotiations with the person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal. The Company shall, promptly, and in any event within 24 hours, upon receipt of any Takeover Proposal, notify Parent orally and in writing, which notice shall specify the terms and conditions of Proposal or any such request for information that would reasonably be expected to lead to a Takeover Proposal (including the identity of the party making such Takeover Proposal upon receipt thereof and a copy of the relevant proposed transaction agreements, if any, received by to share with the Company or its Representatives in connection with such Takeover Proposal)all facts and written communications relating thereto.

Takeover Proposals. (a) Except as expressly permitted by this Section 4.02(a)The Company shall not, nor shall the Company agrees that neither it nor authorize any investment banker, attorney or other advisor or representative of its Subsidiaries nor any of its and their respective directors or officers shall, and the Company shall cause its financial advisor and each of the Blackstone Entities and each of its Subsidiaries and its and their respective managers and officers not to, and shall direct and use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives not to, (i) directly or indirectly through another person (i) solicit, initiate or knowingly encourage, or knowingly facilitate encourage the submission of any Takeover Proposal or the making or consummation thereof or (ii) other than to inform any person of the existence of the provisions contained in this Section 4.02, enter into, continue directly or otherwise indirectly participate in any discussions or negotiations regarding, or furnish to any person Person any information with respect to the Company or the Subsidiaries in connection with, with or enter into take any agreement, understanding other action to facilitate any inquiries or arrangement with respect to, the making of any Takeover Proposal. Upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective directors and officers to, and shall direct and use its reasonable best efforts proposal that constitutes or may reasonably be expected to cause its and its Subsidiaries’ other Representatives to, immediately cease and cause to be terminated all existing activities, discussions or negotiations with any person conducted heretofore with respect lead to any Takeover Proposal. The Company ; provided, however, that nothing contained in this Agreement shall enforce the terms of any existing standstill or similar agreement it has entered into with any party, and prevent the Company shall not amend or otherwise modify its Board of Directors from furnishing non-public information to, or entering into discussions or negotiations with, any Person in connection with an unsolicited bona fide written Takeover Proposal by such standstill or similar agreement unless Person, if and only to the extent that (A) such Takeover Proposal constitutes a Superior Proposal, (B) the failure to take such action would be inconsistent with in the fiduciary duties reasonable good-faith judgment of the directors of the Company under applicable Law. The Company shall promptly, and in any event within 7 days, request, and shall use commercially reasonable efforts to cause, the prompt return or written acknowledgement of destruction of all confidential information previously furnished to such parties or their Representatives in connection with any Takeover Proposal to the extent that the Company is entitled to have such documents returned or destroyed. Notwithstanding the foregoing, if at any time prior to obtaining the Company Stockholder Approval, (i) the Company receives an unsolicited bona fide Takeover Proposal from any third party and (ii) the Special Committee or the Board of Directors of the Company, acting upon on the recommendation basis of the Special Committeeadvice of the outside corporate counsel of the Company, determines in good faith that (A) (after consultation with its financial advisor (including at least one financial advisor who is not, and whose affiliates are not, proposing to provide debt or equity financing in connection with such Takeover Proposal) and outside legal counsel), such Takeover Proposal constitutes or could reasonably be expected to lead violate the duties of the Board of Directors of the Company under applicable law, (C) prior to a Superior Proposal and (B) (after consultation with its outside legal counsel), the failure to provide furnishing such non-public information concerning the Company to, or enter entering into discussions or negotiations with with, such third party would be inconsistent with the directors’ fiduciary duties under LawPerson, the Board of Directors of the Company may receives from such Person an executed confidentiality agreement and provides Parent with five days prior notice and (xD) furnish information the Company shall have fully complied with this Section 7.9. (b) The Company shall advise Parent orally (within 24 hours) and in writing (as promptly as practicable) of (i) any Takeover Proposal or any inquiry with respect to any Takeover Proposal received after the Company and its Subsidiaries to date hereof, (ii) the person making material terms of such Takeover Proposal and (and its Representativesiii) pursuant to a customary confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except that identity of the Company may enter into a confidentiality agreement without a standstill provision or with a standstill provision less favorable to the Company if it waives or similarly modifies the standstill provision in the Confidentiality Agreement) (an “Acceptable Confidentiality Agreement”); provided, that, subject to applicable Law, all such information has previously been provided to Parent or is provided to Parent promptly, and in Person making any event within 24 hours after the time it is provided to the person making such Takeover Proposal or such person’s Representatives, and (y) participate in discussions or negotiations with the person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposalinquiry. The Company shall, promptly, will keep Parent informed of the status and in any event within 24 hours, upon receipt of any Takeover Proposal, notify Parent orally and in writing, which notice shall specify the terms and conditions details of any such Takeover Proposal or inquiry. (including c) The Company and the identity of the party making such Subsidiaries will promptly cease any existing activities or discussions with any Person (other than Parent) with respect to any Takeover Proposal and will promptly request the return of any confidential information provided to any Person in connection with a copy prospective acquisition of the relevant proposed transaction agreementsCompany Common Stock, if anyCompany Preferred Stock, received by or any assets or properties of the Company or its Representatives in connection with such Takeover Proposal)the Subsidiaries.

Takeover Proposals. (a) Except as expressly permitted by this Section 4.02(a), the The Company agrees that neither (i) it nor any of and its Subsidiaries nor any of its directors and their respective directors or officers shallshall not, and the Company shall cause its financial advisor and each of the Blackstone Entities and each of (ii) its Subsidiaries and its and their respective managers Subsidiaries’ directors and officers shall not to, and (iii) it shall direct and use its reasonable best efforts to cause ensure that its and its Subsidiaries’ other Representatives not toshall not, directly or indirectly through another person indirectly, (iA) solicit, initiate or knowingly encourage, or knowingly facilitate encourage any Takeover Proposal inquiries regarding or the making of any proposal that constitutes or consummation thereof or is reasonably likely to lead to a Takeover Proposal, (iiB) other than to inform any person of the existence of the provisions contained in this Section 4.02, enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person Person any confidential information in connection with, or enter into any agreement, understanding or arrangement with respect to, any Takeover Proposal. Upon execution of this Agreement, (C) enter into any agreement or agreement in principle requiring, directly or indirectly, the Company to abandon, terminate or fail to consummate the transactions contemplated hereby, or (D) publicly propose or agree to do any of the foregoing. The Company shall, and shall cause its Subsidiaries and direct its and their respective directors and officers to, and shall direct and use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, immediately cease and cause to be terminated all existing activities, discussions or and negotiations with any person Person conducted heretofore prior to the date of this Agreement with respect to any Takeover Proposal. The Company shall enforce Notwithstanding the terms of any existing standstill foregoing or similar agreement it has entered into with any party, and the Company shall not amend or otherwise modify any such standstill or similar agreement unless the failure to take such action would be inconsistent with the fiduciary duties of the directors of the Company under applicable Law. The Company shall promptly, and anything else in any event within 7 days, request, and shall use commercially reasonable efforts to cause, the prompt return or written acknowledgement of destruction of all confidential information previously furnished to such parties or their Representatives in connection with any Takeover Proposal this Agreement to the extent that the Company is entitled to have such documents returned or destroyed. Notwithstanding the foregoingcontrary, if at any time prior to obtaining the Company Stockholder ApprovalRequired Vote, (i) in response to a bona fide written Takeover Proposal received after the date hereof that did not result from a material breach of this Section 6.06, if the Company receives an unsolicited bona fide Takeover Proposal from any third party and (ii) the Special Committee or the Board of Directors of the Company, acting upon the recommendation of the Special Committee, determines in good faith that (A) (after consultation with its financial advisor (including at least one financial advisor who is not, and whose affiliates are not, proposing to provide debt or equity financing in connection with such Takeover Proposal) advisors and outside legal counsel), that such Takeover Proposal constitutes or could reasonably be expected to lead to a Superior Proposal and (B) (after consultation with its outside legal counsel), the failure to provide non-public information concerning the Company or enter into discussions or negotiations with such third party would be inconsistent with the directors’ fiduciary duties under LawProposal, the Company may (xand may authorize and permit its Subsidiaries and Representatives to), subject to compliance with Section 6.06(c), (1) furnish information with respect to the Company and its Subsidiaries to the person Person making such Takeover Proposal (and its Representatives) pursuant to a customary confidentiality agreement on terms substantially similar containing provisions (including standstill provisions) not less restrictive with respect to the Person making such Takeover Proposal than those contained set forth in the Confidentiality Agreement (except are to AIG and its Subsidiaries, provided that the Company may enter into a confidentiality agreement without a standstill provision or with a standstill provision less favorable to the Company if it waives or similarly modifies the standstill provision in the Confidentiality Agreement) (an “Acceptable Confidentiality Agreement”); provided, that, subject to applicable Law, all such information has previously been provided to AIG or Parent or is provided to AIG or Parent promptly, and in any event within 24 hours after prior to or substantially concurrently with the time it is provided to the person making such Takeover Proposal or such person’s RepresentativesPerson, and (y2) participate in discussions or and negotiations with the person Person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal, if and only to the extent that in connection with the foregoing clauses (1) and (2) the Company Board of Directors determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to do so would be inconsistent with its fiduciary duties under Delaware Law. (b) Neither the Company Board of Directors nor any committee thereof shall (i)(A) withdraw (or modify in a manner adverse to AIG), or publicly propose to withdraw or withhold (or modify in a manner adverse to AIG), the approval, recommendation or declaration of advisability by the Company Board of Directors or any such committee of this Agreement or the Merger or (B) recommend or endorse the approval or adoption of, or approve or adopt, or publicly propose to recommend, endorse, approve or adopt, any Takeover Proposal (any action described in this clause (i) being referred to as an “Adverse Recommendation Change”; it being understood that any “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) of the Exchange Act shall not be deemed to be an Adverse Recommendation Change) or (ii) approve or recommend, or publicly propose to approve or recommend, or cause or permit the Company or any of its Subsidiaries to execute or enter into, any Takeover Proposal Documentation. The Notwithstanding the foregoing or anything else in this Agreement to the contrary, at any time prior to obtaining the Company shallRequired Vote, promptlythe Company Board of Directors may, if, after consultation with its financial advisors and outside counsel, it determines that the failure to take such action would be inconsistent with its fiduciary duties under Delaware Law, (1) make an Adverse Recommendation Change or (2) cause or permit the Company to terminate this Agreement in order to enter into an agreement regarding a Superior Proposal if and only if (I) the Company has complied in all material respects with this Section 6.06 and shall have given Parent written notice at least four (4) Business Days prior to taking such action (a “Notice of Superior Proposal”), that the Company Board of Directors intends to take such action in response to a Superior Proposal and specifying the reasons therefor, including the most current version of any proposed agreement or, if there is no such proposed written agreement, a reasonably detailed summary of the material terms and conditions of any such Superior Proposal and the identity of the Person making such Superior Proposal and (II) during such four (4) Business Day period, if requested by Parent, the Company and its Representatives shall engage in good faith negotiations with Parent and its Representatives to amend this Agreement in such a manner that any Takeover Proposal which was determined to constitute a Superior Proposal no longer is a Superior Proposal taking into account any changes to the financial terms and other material terms of this Agreement proposed by Parent in writing to the Company following the Notice of Superior Proposal (it being understood and agreed that any amendment to the financial terms or other material terms of such Superior Proposal shall require a new Notice of Superior Proposal and the Company shall be required to comply again with this Section 6.06(b), except that reference to the four (4) Business Day period shall be deemed a reference to a new two (2) Business Day period). (c) In addition to the obligations of the Company set forth in Section 6.06(a) and Section 6.06(b), the Company shall as promptly as practicable (and in any event within 24 hours, upon twenty-four (24) hours after receipt) advise Parent orally and in writing of the receipt of any Takeover Proposal after the date of this Agreement, provide a copy of the Takeover Proposal, notify Parent orally and including any proposed draft agreement or term sheet submitted in writingconnection therewith (or, which notice shall specify where such copy is not available, a reasonably detailed summary of the material terms and conditions of any such Takeover Proposal (including Proposal) and the identity of the party Person making any such Takeover Proposal. The Company shall keep Parent reasonably informed on a prompt basis (and in any event within 48 hours) of any material developments with respect to any such Takeover Proposal (including any material changes thereto) and shall as promptly as practicable provide Parent copies of any written communications that describe any material terms and conditions of any such Takeover Proposal. (d) Prior to obtaining the Company Required Vote, the Company Board of Directors may make an Adverse Recommendation Change in response to a copy Change in Circumstance, if and only if (i) the Company Board of Directors determines in good faith, after consultation with its financial advisors and outside counsel, that the relevant failure to do so would be inconsistent with its fiduciary duties under applicable Law, (ii) the Company shall have given Parent written notice at least four (4) Business Days prior to making any such Adverse Recommendation Change, (iii) during such four (4) Business Day period, if requested by Parent, the Company and its Representatives shall engage in good faith negotiations with Parent and its Representatives to amend this Agreement and (iv) after considering any proposed transaction agreementsrevisions to this Agreement made by Parent in writing during such four (4) Business Day period, if any, received by after consultation with its financial advisors and outside counsel, the Company Board of Directors shall have determined, in good faith, that the failure to make the Adverse Recommendation Change in response to such Change in Circumstance would be inconsistent with its fiduciary duties under Delaware Law. (e) Nothing contained in this Section 6.06 or elsewhere in this Agreement shall prohibit the Company from (i) taking and disclosing to its Representatives stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act or (ii) making any disclosure to its stockholders if the Company Board of Directors determines (after consultation with its financial advisors and outside counsel) that failure to do so would be inconsistent with its fiduciary duties under Delaware Law, it being understood, however, that this clause (ii) shall not be deemed to permit the Company Board of Directors to make an Adverse Recommendation Change or take any of the actions referred to in connection with such Takeover Proposalclause (ii) of Section 6.06(b) except, in each case, to the extent permitted by Section 6.06(b) or Section 6.06(d).

Takeover Proposals. (a) Except as expressly permitted by this Section 4.02(a)The Company shall not, nor shall the Company agrees that neither it nor authorize any investment banker, attorney or other advisor or representative of its Subsidiaries nor any of its and their respective directors or officers shall, and the Company shall cause its financial advisor and each of the Blackstone Entities and each of its Subsidiaries and its and their respective managers and officers not to, and shall direct and use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives not to, (i) directly or indirectly through another person (i) solicit, initiate or knowingly encourage, or knowingly facilitate encourage the submission of any Takeover Proposal or the making or consummation thereof or (ii) other than to inform any person of the existence of the provisions contained in this Section 4.02, enter into, continue directly or otherwise indirectly participate in any discussions or negotiations regarding, or furnish to any person Person any information with respect to the Company in connection with, with or enter into take any agreement, understanding other action to facilitate any inquiries or arrangement with respect to, the making of any Takeover Proposal. Upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective directors and officers to, and shall direct and use its reasonable best efforts proposal that constitutes or may reasonably be expected to cause its and its Subsidiaries’ other Representatives to, immediately cease and cause to be terminated all existing activities, discussions or negotiations with any person conducted heretofore with respect lead to any Takeover Proposal. The Company ; provided, however, that nothing contained in this Agreement shall enforce the terms of any existing standstill or similar agreement it has entered into with any party, and prevent the Company shall not amend or otherwise modify its Board of Directors from furnishing non-public information to, or entering into discussions or negotiations with, any such standstill or similar agreement unless the failure to take such action would be inconsistent with the fiduciary duties of the directors of the Company under applicable Law. The Company shall promptly, and in any event within 7 days, request, and shall use commercially reasonable efforts to cause, the prompt return or written acknowledgement of destruction of all confidential information previously furnished to such parties or their Representatives Person in connection with any an unsolicited bona fide written Takeover Proposal by such Person, if and only to the extent that the Company is entitled to have (A) such documents returned or destroyed. Notwithstanding the foregoingTakeover Proposal would, if at any time prior to obtaining consummated, result in a transaction that would, in the Company Stockholder Approval, (i) the Company receives an unsolicited bona fide Takeover Proposal from any third party and (ii) the Special Committee or reasonable good-faith judgment of the Board of Directors of the Company, acting upon the recommendation of the Special Committee, determines in good faith that (A) (after consultation with its financial advisor advisors, result in a transaction more favorable to the Shareholders from a financial point of view than the Merger (including at least one financial advisor who is not, and whose affiliates are not, proposing to provide debt or equity financing in connection with any such more favorable Takeover Proposal, a “Superior Proposal”) and outside legal counsel)and, such Takeover Proposal constitutes or could reasonably be expected to lead to a Superior Proposal and (B) (in the reasonable good-faith judgment of the Board of Directors of the Company, after consultation with its outside legal counsel)financial advisors, the Person making such Superior Proposal has the financial means to conclude such transaction, (B) the failure to provide take such action would in the reasonable good-faith judgment of the Board of Directors of the Company, on the basis of the advice of the outside corporate counsel of the Company, violate the fiduciary duties of the Board of Directors of the Company to the Shareholders under applicable law, (C) prior to furnishing such non-public information concerning the Company to, or enter entering into discussions or negotiations with with, such third party would be inconsistent with the directors’ fiduciary duties under LawPerson, the Board of Directors of the Company may receives from such Person an executed confidentiality agreement and (xD) furnish information the Company shall have fully complied with this Section 7.9. (b) The Company shall advise Parent orally (within one business day) and in writing (as promptly as practicable) of (i) any Takeover Proposal or any inquiry with respect to or which could lead to any Takeover Proposal, (ii) the Company and its Subsidiaries to the person making material terms of such Takeover Proposal and (and its Representativesiii) pursuant to a customary confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except that identity of the Company may enter into a confidentiality agreement without a standstill provision or with a standstill provision less favorable to the Company if it waives or similarly modifies the standstill provision in the Confidentiality Agreement) (an “Acceptable Confidentiality Agreement”); provided, that, subject to applicable Law, all such information has previously been provided to Parent or is provided to Parent promptly, and in Person making any event within 24 hours after the time it is provided to the person making such Takeover Proposal or such person’s Representatives, and (y) participate in discussions or negotiations with the person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposalinquiry. The Company shall, promptly, will keep Parent informed of the status and in any event within 24 hours, upon receipt of any Takeover Proposal, notify Parent orally and in writing, which notice shall specify the terms and conditions details of any such Takeover Proposal (including the identity of the party making such Takeover Proposal and a copy of the relevant proposed transaction agreements, if any, received by the Company or its Representatives in connection with such Takeover Proposal)inquiry.

Takeover Proposals. (a) Except as expressly permitted by Subject to the terms of this Section 4.02(a)5.02, during the period commencing as of the date hereof, the Company agrees that neither (i) it nor any of and its Subsidiaries nor any of its directors and their respective directors or officers shallshall not, and the Company shall cause its financial advisor and each of the Blackstone Entities and each of (ii) its Subsidiaries and its and their respective managers Subsidiaries’ directors and officers shall not to, and (iii) it shall direct and use its reasonable best efforts to cause ensure that its and its Subsidiaries’ other Representatives not toshall not, directly or indirectly through another person indirectly, (iA) solicit, initiate or knowingly encourage, or knowingly facilitate encourage any Takeover Proposal inquiries regarding or the making of any proposal that constitutes or consummation thereof or is reasonably likely to lead to a Takeover Proposal, (iiB) other than to inform any person of the existence of the provisions contained in this Section 4.02, enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person Person any confidential information in connection with, or enter into any agreement, understanding or arrangement with respect to, any Takeover Proposal. Upon execution of this Agreement, (C) enter into any agreement or agreement in principle requiring, directly or indirectly, the Company to abandon, terminate or fail to consummate the Transactions, or (D) publicly propose or agree to do any of the foregoing. The Company shall, and shall cause its Subsidiaries and direct its and their respective directors and officers to, and shall direct and use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, immediately cease and cause to be terminated all existing activities, discussions or and negotiations with any person Person conducted heretofore prior to the date of this Agreement with respect to any Takeover Proposal. The Company shall enforce Notwithstanding the terms of any existing standstill foregoing or similar agreement it has entered into with any party, and the Company shall not amend or otherwise modify any such standstill or similar agreement unless the failure to take such action would be inconsistent with the fiduciary duties of the directors of the Company under applicable Law. The Company shall promptly, and anything else in any event within 7 days, request, and shall use commercially reasonable efforts to cause, the prompt return or written acknowledgement of destruction of all confidential information previously furnished to such parties or their Representatives in connection with any Takeover Proposal this Agreement to the extent that the Company is entitled to have such documents returned or destroyed. Notwithstanding the foregoingcontrary, if at any time prior to obtaining the Company Stockholder ApprovalRequired Vote, (i) the Company receives an unsolicited in response to a bona fide written Takeover Proposal received after the date hereof that did not result from any third party and (ii) a material breach of this Section 5.02, if the Special Committee or the Board of Directors of the Company, acting upon the recommendation of the Special Committee, determines in good faith that (A) (after consultation with its financial advisor (including at least one financial advisor who is not, and whose affiliates are not, proposing to provide debt or equity financing in connection with such Takeover Proposal) advisors and outside legal counsel), that such Takeover Proposal constitutes or could reasonably be expected to lead to a Superior Proposal and (B) (after consultation with its outside legal counsel), the failure to provide non-public information concerning the Company or enter into discussions or negotiations with such third party would be inconsistent with the directors’ fiduciary duties under LawProposal, the Company may (xand may authorize and permit its Subsidiaries and Representatives to), subject to compliance with Section 5.02(c), (1) furnish information with respect to the Company and its Subsidiaries to the person Person making such Takeover Proposal (and its Representatives) pursuant to a customary confidentiality agreement on terms substantially similar containing provisions (including standstill provisions) not less restrictive with respect to the Person making such Takeover Proposal than those contained set forth in the Confidentiality Agreement (except are to Parent and its Subsidiaries, provided that the Company may enter into a confidentiality agreement without a standstill provision or with a standstill provision less favorable to the Company if it waives or similarly modifies the standstill provision in the Confidentiality Agreement) (an “Acceptable Confidentiality Agreement”); provided, that, subject to applicable Law, all such information has previously been provided to Parent or Merger Sub or is provided to Parent promptly, and in any event within 24 hours after or Merger Sub prior to or substantially concurrently with the time it is provided to the person making such Takeover Proposal or such person’s RepresentativesPerson, and (y2) participate in discussions or and negotiations with the person Person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal. , if and only to the extent that in connection with the foregoing clauses (1) and (2) the Special Committee determines in good faith, after consultation with its financial advisor(s) and outside counsel, that the failure to do so would result in a breach of the directors’ fiduciary duties to the Company’s shareholders under applicable Law. (b) The Company shallBoard of Directors shall not (i)(A) withdraw (or modify in a manner adverse to Parent), promptlyor publicly propose to withdraw or withhold (or modify in a manner adverse to Parent), the approval, recommendation or declaration of advisability of this Agreement or the Merger or (B) recommend or endorse the approval or adoption of, or approve or adopt, or publicly propose to recommend, endorse, approve or adopt, any Takeover Proposal (any action described in this clause (i) being referred to as an “Adverse Recommendation Change”; it being understood that any “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) of the Exchange Act shall not be deemed to be an Adverse Recommendation Change) or (ii) approve or recommend, or publicly propose to approve or recommend, or cause or permit the Company or any of its Subsidiaries to execute or enter into, any Takeover Proposal Documentation. Notwithstanding the foregoing or anything else in this Agreement to the contrary, at any time prior to obtaining the Company Required Vote, the Company Board of Directors (acting upon the recommendation of the Special Committee) may, if, after consultation with its financial advisors and outside counsel, it determines that the failure to take such action would result in a breach of the directors’ fiduciary duties to the Company’s shareholders under applicable Law, (1) make an Adverse Recommendation Change or (2) cause or permit the Company to terminate this Agreement in order to enter into an agreement regarding a Superior Proposal if and only if (I) the Company has complied in all material respects with this Section 5.02 and shall have given Parent written notice at least five (5) Business Days prior to taking such action (a “Notice of Superior Proposal”), that the Company Board of Directors intends to take such action in response to a Superior Proposal and specifying the reasons therefor, including the most current version of any proposed agreement or, if there is no such proposed written agreement, a reasonably detailed summary of the material terms and conditions of any such Superior Proposal and the identity of the Person making such Superior Proposal and (II) during such five (5) Business Day period, if requested by Parent, the Company and its Representatives shall engage in good faith negotiations with Parent and its Representatives to amend this Agreement in such a manner that any Takeover Proposal which was determined to constitute a Superior Proposal no longer is a Superior Proposal taking into account any changes to the financial terms and other material terms of this Agreement proposed by Parent in writing to the Company following the Notice of Superior Proposal (it being understood and agreed that any amendment to the financial terms or other material terms of such Superior Proposal shall require a new Notice of Superior Proposal and the Company shall be required to comply again with this Section 5.02(b), except that reference to the five (5) Business Day period shall be deemed a reference to a new three (3) Business Day period). (c) The Company shall promptly (and in any event within 24 forty-eight (48) hours, upon receipt of any Takeover Proposal, ) notify Parent orally in the event that the Company or any of its Subsidiaries or its or their Representatives receives a Takeover Proposal or any inquiry that could reasonably be expected to result in a Takeover Proposal and shall provide Parent with a copy of such Takeover Proposal (if in writing) and all documents, which notice shall specify instruments and communications relating thereto or, if oral, a written summary of the material terms and conditions of any such Takeover Proposal (including Proposal, the identity of the party Person or group of Persons making such Takeover Proposal and any arrangements with the Contributing Shareholders or their Affiliates contemplated thereby, and the Company shall keep Parent reasonably informed on a copy prompt basis (and in any event within twenty-four (24) hours) of the relevant status and terms of any such discussions or negotiations and any material developments with respect to any such Takeover Proposal (including any amendments, modifications or other changes thereto) and provide copies of all documents, instruments and communications relating thereto. The Company agrees that it and its Subsidiaries will not, after the date of this Agreement, enter into any agreement with any Person that prohibits the Company from providing any information to Parent in accordance with this Section 5.02(c). (d) Prior to obtaining the Company Required Vote, the Company Board of Directors (acting upon the recommendation of the Special Committee) may make an Adverse Recommendation Change in response to a Change in Circumstance, if and only if (i) the Company Board of Directors determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to do so would result in a breach of the directors’ fiduciary duties to the Company’s shareholders under applicable Law, (ii) the Company shall have given Parent written notice at least five (5) Business Days prior to making any such Adverse Recommendation Change, (iii) during such five (5) Business Day period, if requested by Parent, the Company and its Representatives shall engage in good faith negotiations with Parent and its Representatives to amend this Agreement and (iv) after considering any proposed transaction agreementsrevisions to this Agreement made by Parent in writing during such five (5) Business Day period, if any, received by after consultation with its financial advisors and outside counsel, the Company Board of Directors shall have determined, in good faith, that the failure to make the Adverse Recommendation Change in response to such Change in Circumstance would result in a breach of the directors’ fiduciary duties to the Company’s shareholders under applicable Law. (e) Nothing contained in this Section 5.02 or elsewhere in this Agreement shall prohibit the Company from (i) taking and disclosing to its Representatives shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act or (ii) making any disclosure to its shareholders if the Company Board of Directors determines (after consultation with its financial advisors and outside counsel) that failure to do so would result in connection with such Takeover Proposala breach of the directors’ fiduciary duties to the Company’s shareholders under applicable Law, it being understood, however, that this clause (ii) shall not be deemed to permit the Company Board of Directors to make an Adverse Recommendation Change or take any of the actions referred to in clause (ii) of Section 5.02(b) except, in each case, to the extent permitted by Section 5.02(b) or Section 5.02(d).