Common use of Third Party Standstill Agreements Clause in Contracts

Third Party Standstill Agreements. During the period from the date of this Agreement until the Effective Time or earlier termination of this Agreement, the Company shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement relating to the making of an Acquisition Proposal to which it or any of its subsidiaries is a party (other than any involving Parent or its subsidiaries), unless, in response to a Person who on an unsolicited basis has given a good faith indication of interest in making an Acquisition Proposal, the Company's Board of Directors shall have determined in good faith, after consultation with outside counsel to the Company, that such action is necessary for the Board of Directors to comply with its fiduciary duties under applicable law (in which event such termination, amendment, modification or waiver shall be made only to the extent such termination, amendment, modification or waiver enables an Acquisition Proposal to be submitted to the Company and thereafter pursued and effected). Subject to the immediately preceding sentence, during such period, the Company agrees to use reasonable efforts to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreements, including seeking injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States or any state thereof having jurisdiction.

Third Party Standstill Agreements. During the period from the date of this Agreement until through the Effective Time or earlier termination of this AgreementTime, the Company shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement relating to the making of an Acquisition Proposal to which it or any of its subsidiaries is a party (other than any involving Parent or its subsidiaries), unless, in response to a Person who on an unsolicited basis has given a good faith indication of interest in making an Acquisition Proposal, the Company's Board of Directors shall have determined in good faith, after consultation with outside counsel to the Company, that such action is necessary for the Board of Directors to comply with its fiduciary duties under applicable law (in which event such termination, amendment, modification or waiver shall be made only to the extent such termination, amendment, modification or waiver enables an Acquisition Proposal to be submitted to the Company and thereafter pursued and effected). Subject to the immediately preceding sentence, during such period, the Company agrees to use reasonable efforts to enforce, enforce to the fullest extent permitted under applicable law, the provisions of any such agreements, Law (including seeking obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court or other tribunal having jurisdiction) and shall not terminate, amend, modify or waive any standstill provision of any confidentiality or standstill agreement between the Company and other parties; provided, however, (a) from the date of this Agreement until the No-Shop Period Start Date, the Company may grant any such waiver solely to the extent necessary to permit any counterparty to any such agreement to make non-public submissions of Acquisition Proposals or amendments thereto to the Company Board prior to the No-Shop Period Start Date and (b) at any time from the date of this Agreement to the Offer Closing, the Company may grant any such waiver if the Company Board determines in good faith, after consultation with the Company’s outside legal counsel, that the failure of the United States Company Board to grant such waiver would be reasonably likely to be inconsistent with the directors’ fiduciary duties to the Company’s stockholders under applicable Law. The Company shall provide written notice to Parent of the waiver or release of any state thereof having jurisdictionstandstill by the Company. The Company shall not, and shall not permit any of its Representatives to, enter into any confidentiality agreement subsequent to the date of this Agreement which does not expressly permit, or which contains any provision that adversely affects the rights of the Company under such confidentiality agreement upon, compliance by the Company with any provision of this Agreement.

Third Party Standstill Agreements. During the period from the date of this Agreement until through the Effective Time or earlier termination of this AgreementTime, the Company shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement relating to the making of an Acquisition Proposal to which it the Company or any of its subsidiaries Subsidiaries is a party (other than any involving Parent, including the standstill agreement included in the Confidentiality Agreement dated June 18, 1996, between Parent or its subsidiaries), unless, in response to a Person who on an unsolicited basis has given a good faith indication of interest in making an Acquisition Proposal, the Company's Board of Directors shall have determined in good faith, after consultation with outside counsel to and the Company, that such action is necessary for which standstill agreement the parties hereto acknowledge the Company has waived only in respect of the Offer (including any Offer involving any increase in the Offer Price), the Merger and the other transactions contemplated hereby), unless the Board of Directors of the Company concludes in good faith based on the advice of its outside counsel that it is necessary to do so in order to comply with its fiduciary duties under applicable law (in which event such termination, amendment, modification or waiver shall be made only to the extent such termination, amendment, modification or waiver enables an Acquisition Proposal to be submitted to the Company and thereafter pursued and effected)law. Subject to the immediately preceding sentence, during During such period, the Company agrees to use reasonable efforts to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreements, including seeking including, without limitation, obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States of America or any state thereof having jurisdiction, unless the Board of Directors of the Company concludes in good faith based on the advice of its outside counsel that failure to take such action is necessary in order to comply with its fiduciary duties under applicable law.