Common use of Transaction Solicitation Period Clause in Contracts

Transaction Solicitation Period. (a) Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of this Agreement and continuing until 11:59 p.m. New York City time on February 9, 2017 (the “Transaction Solicitation Period”), the Company may, directly or indirectly, including with the assistance of investment bankers, attorneys, accountants and other Representatives of the Company, (i) actively seek and take any action to initiate, solicit, encourage or otherwise facilitate (whether publicly or otherwise) any Takeover Proposal, and (ii) enter into, participate in, maintain or continue any discussions or negotiations relating to, or that may be expected to lead to, a Takeover Proposal, and in connection with such efforts, the Company may authorize its or any of its Subsidiaries’ officers, directors, employees, agents or other Representatives (including any investment banker, attorney or accountant retained by the Company or by any of the Subsidiaries of the Company), directly or indirectly, to initiate, solicit, encourage or otherwise facilitate (whether publicly or privately) efforts by any Person or group (each a “Prospective Acquirer”) to decide whether to make a Takeover Proposal. (b) During the Transaction Solicitation Period, the Company may provide non-public information about the Company and its Subsidiaries to Prospective Acquirers, but the Company will not provide, or authorize anyone to provide, non-public information about the Company or any of its Subsidiaries to a Prospective Acquirer unless the Prospective Acquirer enters into a confidentiality agreement with the Company not less restrictive of the Prospective Acquirer than the Confidentiality Agreement, except that the confidentiality agreement between the Company and such Prospective Acquirer need not prohibit the making of a non-public Takeover Proposal to the Company Board. If the Company provides to any Prospective Acquirer non-public information about the Company or any of its Subsidiaries that the Company has not provided to Parent, the Company will promptly provide that non-public information to Parent, except to the extent providing Parent with such information is prohibited by applicable Law. (c) If at any time during the Transaction Solicitation Period the Company Board is presented with or receives a bona fide, written or oral Takeover Proposal from a Prospective Acquirer, then the Company shall promptly, and in any event within 48 hours of the receipt thereof, advise Parent in writing of such Takeover Proposal, the material terms and conditions of such Takeover Proposal (including any material amendments thereto) and the identity of the Person making such Takeover Proposal. The Company agrees that it shall not, and shall cause its Subsidiaries not to, enter into any confidentiality or other agreement subsequent to the date hereof that prohibits the Company from complying with this Section 5.02(c).

Transaction Solicitation Period. (a) Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of this Agreement and continuing until 11:59 p.m. New York City time on February 9October 26, 2017 2016 (the “Transaction Solicitation Period”), the Company and its Subsidiaries may, directly or indirectly, including with the assistance of investment bankers, attorneys, accountants and other Representatives of the Company, (i) actively seek and take any action to initiate, solicit, encourage or otherwise facilitate (whether publicly or otherwise) any Takeover Acquisition Proposal, and (ii) enter into, participate in, maintain or continue any discussions or negotiations relating to, or that may be expected to lead to, a Takeover an Acquisition Proposal, and in connection with such efforts, the Company may authorize its or any of its Subsidiaries’ officers, directors, employees, agents or other Representatives (including any investment banker, attorney or accountant retained by the Company or by any of the Subsidiaries of the Company), directly or indirectly, to initiate, solicit, encourage or otherwise facilitate (whether publicly or privately) efforts by any Person or group (each a “Prospective Acquirer”) to decide whether to make a Takeover an Acquisition Proposal. (b) During the Transaction Solicitation Period, the Company may provide non-public information about the Company and its Subsidiaries to Prospective Acquirers, but the Company will not provide, or authorize anyone to provide, non-public information about the Company or any of its Subsidiaries to a Prospective Acquirer unless the Prospective Acquirer enters into a confidentiality agreement with the Company not less restrictive of that has substantially the Prospective Acquirer than the same terms with respect to confidentiality as those contained in Section 9.2 (an “Acceptable Confidentiality Agreement, except that the confidentiality agreement between the Company and such Prospective Acquirer need not prohibit the making of a non-public Takeover Proposal to the Company Board”). If the Company provides to any Prospective Acquirer non-public information about the Company or any of its Subsidiaries that the Company has not provided to Parent, the Company will promptly provide that non-public information to Parent, except to the extent providing Parent with such information is prohibited by applicable Law. (c) If Without limiting what is said in Section 5.5(b), if at any time during the Transaction Solicitation Period Period, the Company Board is presented with or receives a bona fide, written or oral Takeover Acquisition Proposal from a Prospective Acquirer, then then, unless the Company shall promptlyBoard determines, within three days after the Company Board receives such Acquisition Proposal, that such Acquisition Proposal does not cause the Prospective Acquirer to be an Excluded Party, as promptly as practicable, and in any event within 48 hours of three days, after the receipt thereof, advise Parent in writing of Company receives such Takeover Acquisition Proposal, the material terms and conditions of Company will inform Parent about such Takeover Proposal (Acquisition Proposal, including any material amendments thereto) and the identity of the Person making such Takeover Proposal. The Company agrees that it shall not, Prospective Acquirer and shall cause a reasonably detailed description of its Subsidiaries not to, enter into any confidentiality or other agreement subsequent to the date hereof that prohibits the Company from complying with this Section 5.02(c)material terms.

Transaction Solicitation Period. (a) Notwithstanding anything to the contrary contained in this Agreement, during During the period beginning on the date of this Agreement and continuing until 11:59 p.m. New York City time ending on February 9, 2017 (and including) the day that is 45 days after the date of this Agreement (the “Transaction Solicitation Period”), the Company Special Committee may, directly or indirectly, including with the assistance of investment bankers, attorneys, accountants and other Representatives advisors, actively seek proposals or offers with respect to a merger, reorganization, share exchange, consolidation or similar transaction involving the Company, or a purchase of or tender offer for 51% or more of the Company, 's equity securities or 51% or more of the assets of the Company and its subsidiaries on a consolidated basis (i) actively seek and take any action to initiate, solicit, encourage or otherwise facilitate (whether publicly or otherwise) any Takeover Proposal, and (ii) enter into, participate in, maintain or continue any discussions or negotiations relating to, or that may be expected to lead toeach of those transactions being an “Acquisition Transaction”, a Takeover proposal or offer to enter into an Acquisition Transaction being an "Acquisition Proposal, ") and a person who makes an Acquisition Proposal being a “Potential Acquiror” and in connection with such effortsthat effort, the Company may authorize its or any of its Subsidiaries’ subsidiaries' officers, directors, employees, agents or other Representatives representatives (including any investment banker, attorney or accountant retained by the Special Committee, by the Company or by any of the Subsidiaries of the Company), ’s subsidiaries) directly or indirectly, indirectly to initiate, solicit, encourage encourage, enter into, continue or otherwise participate in any discussions or negotiations or otherwise facilitate (whether publicly or privately) efforts by any Person or group (each a “Prospective Acquirer”) prospective acquirers to decide whether to make a Takeover Acquisition Proposals. Parent agrees that, during the period from the date hereof to and including the tenth business day after the end of the Transaction Solicitation Period, neither it nor any affiliate of Parent shall, and that it shall use its reasonable best efforts to cause it and their respective representatives and agents not to, knowingly interfere with or knowingly participate in discussions with (other than at the request of the Special Committee), any person that an officer of Parent knows has made, or is considering or participating in discussions or negotiations with the Company or its representatives regarding, an Acquisition Proposal, provided that nothing in this Section 5.1(a) will prevent Acquisition from commencing the Tender Offer when and as contemplated by Article 1. (b) During In connection with efforts during the Transaction Solicitation PeriodPeriod of the type described in Section 5.1(a), the Company may provide non-public information about the Company and its Subsidiaries subsidiaries to Prospective Acquirersprospective acquirers, but the Company will not provide, or authorize anyone to provide, provide non-public information about the Company or any of its Subsidiaries to a Prospective Acquirer prospective acquirer unless the Prospective Acquirer prospective acquirer enters into a confidentiality agreement with the Company not less restrictive that has substantially the same terms as those contained in Section 13.2(b) of the Prospective Acquirer than the Confidentiality this Agreement, except that the confidentiality agreement between the Company and such Prospective Acquirer need not prohibit the making of a non-public Takeover Proposal to the Company Board. If the Company provides to any Prospective Acquirer prospective acquirer non-public information about the Company or any of its Subsidiaries that the Company has not provided or made available to Parent, the Company will promptly provide that non-public information to Parent, except to the extent providing Parent with such information is prohibited by applicable Law. (c) If at any time during the Transaction Solicitation Period the Company Board is presented with or receives a bona fide, written or oral Takeover Proposal from a Prospective Acquirer, then the Company shall promptly, and in any event within 48 hours of the receipt thereof, advise Parent in writing of such Takeover Proposal, the material terms and conditions of such Takeover Proposal (including any material amendments thereto) and the identity of the Person making such Takeover Proposal. The Company agrees that it shall not, and shall cause its Subsidiaries not to, enter into any confidentiality or other agreement subsequent to the date hereof that prohibits the Company from complying with this Section 5.02(c).

Transaction Solicitation Period. (a) Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of this Agreement and continuing until 11:59 p.m. New York City Eastern time on February 9August 16, 2017 (the “Transaction Solicitation Period”), the Company may, directly or indirectly, including with the assistance of investment bankers, attorneys, accountants and other Representatives of the Company, (i) actively seek and take any action to solicit, initiate, solicitpropose or induce the making, encourage submission, or otherwise knowingly encourage, facilitate (whether publicly or otherwise) assist, any Takeover proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal, and (ii) enter intoparticipate, participate in, maintain or continue any engage in discussions or negotiations relating negotiations, with any Person with respect to, or that may be expected to lead to, a Takeover an Acquisition Proposal, and in connection with such efforts, the Company may authorize its or any of its Subsidiaries’ officers, directors, employees, agents or other Representatives (including any investment banker, attorney or accountant retained by the Company or by any of the Subsidiaries of the Company), directly or indirectly, to solicit, initiate, solicitpropose or induce the making, encourage submission, or knowingly encourage, facilitate or otherwise facilitate (whether publicly or privately) assist, efforts by any Person or group (each a “Prospective Acquirer”) to decide whether to make a Takeover an Acquisition Proposal. Any Prospective Acquirer with whom the Company has active discussions with respect to an Acquisition Proposal at any time during the Transaction Solicitation Period shall be an “Excluded Party” for purposes of this Agreement. (b) During the Transaction Solicitation Period, the Company may provide non-public information about the Company and its Subsidiaries to Prospective Acquirers, but the Company will not provide, or authorize anyone to provide, non-public information about the Company or any of its Subsidiaries to a Prospective Acquirer unless the Prospective Acquirer enters into a confidentiality agreement an Acceptable Confidentiality Agreement with the Company not less restrictive of the Prospective Acquirer than the Confidentiality Agreement, except that the confidentiality agreement between the Company and such Prospective Acquirer need not prohibit the making of a non-public Takeover Proposal to the Company BoardCompany. If the Company provides to any Prospective Acquirer non-public information about the Company or any of its Subsidiaries that the Company has not provided to Parent, the Company will as promptly as practicable provide that non-public information to Parent, except to the extent providing Parent with such information is prohibited by applicable Law. (c) If at any time during the Transaction Solicitation Period the Company Board is presented with or receives a bona fide, written or oral Takeover Acquisition Proposal from a Prospective Acquirer, then the Company shall promptlypromptly (and, and in any event event, within 48 24 hours of from the receipt thereof, thereof ) advise Parent in writing of such Takeover Acquisition Proposal, the material terms and conditions of such Takeover Acquisition Proposal (including any material amendments thereto) and the identity of the Person or Group making such Takeover Acquisition Proposal (unless any such disclosure is prohibited pursuant to the terms of any confidentiality agreement with such Person that is in effect on the date of this Agreement) and copies of all relevant proposed agreements and financing commitments (to the extent provided to the Company) relating to such Acquisition Proposal. Thereafter, the Company must keep Parent reasonably informed, on a prompt basis, of the status and terms of any such Acquisition Proposal (including any material amendments thereto) and the status of any such discussions or negotiations. The Company agrees that it shall not, and shall cause its Subsidiaries not to, enter into any confidentiality or other agreement subsequent to the date hereof of this Agreement that prohibits the Company from complying with this Section 5.02(c6.3(c).