Common use of Transaction Solicitation Period Clause in Contracts

Transaction Solicitation Period. (a) During the period beginning on the date of this Agreement and ending on (and including) the day that is 45 days after the date of this Agreement (the “Transaction Solicitation Period”), the Special Committee may, directly or with the assistance of investment bankers, attorneys, accountants and other 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 (each of those transactions being an “Acquisition Transaction”, a 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 that effort, the Company may authorize its or any of its subsidiaries' officers, directors, employees, agents or representatives (including any investment banker, attorney or accountant retained by the Special Committee, by the Company or by any of the Company’s subsidiaries) directly or indirectly to initiate, solicit, encourage, enter into, continue or otherwise participate in any discussions or negotiations or otherwise facilitate efforts by prospective acquirers to decide whether to make 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) In connection with efforts during the Transaction Solicitation Period of the type described in Section 5.1(a), the Company may provide non-public information about the Company and its subsidiaries to prospective acquirers, but the Company will not provide non-public information to a prospective acquirer unless the prospective acquirer enters into a confidentiality agreement with the Company that has substantially the same terms as those contained in Section 13.2(b) of this Agreement. If the Company provides to any prospective acquirer non-public information that the Company has not provided or made available to Parent, the Company will promptly provide that non-public information to Parent.

Transaction Solicitation Period. (a) During Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of this Agreement and ending continuing until 11:59 p.m. New York City time on (and including) the day that is 45 days after the date of this Agreement October 26, 2016 (the “Transaction Solicitation Period”), the Special Committee Company and its Subsidiaries may, directly or indirectly, including with the assistance of investment bankers, attorneys, accountants and other advisors, actively seek proposals or offers with respect to a merger, reorganization, share exchange, consolidation or similar transaction involving Representatives of the Company, (i) actively seek and take any action to initiate, solicit, encourage or a purchase of otherwise facilitate (whether publicly or tender offer for 51% otherwise) any Acquisition Proposal, and (ii) enter into, participate in, maintain or more of the Company's equity securities continue any discussions or 51% negotiations relating to, or more of the assets of the Company and its subsidiaries on a consolidated basis (each of those transactions being an “Acquisition Transaction”that may be expected to lead to, a 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 that effortsuch efforts, the Company may authorize its or any of its subsidiaries' Subsidiaries’ officers, directors, employees, agents or representatives other 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, enter into, continue or otherwise participate in any discussions or negotiations encourage or otherwise facilitate (whether publicly or privately) efforts by prospective acquirers any Person or group (each a “Prospective Acquirer”) to decide whether to make 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) In connection with efforts during During the Transaction Solicitation Period of the type described in Section 5.1(a)Period, the Company may provide non-public information about the Company and its subsidiaries Subsidiaries to prospective acquirersProspective Acquirers, but the Company will not provide provide, or authorize anyone to 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 that has substantially the same terms with respect to confidentiality as those contained in Section 13.2(b) of this 9.2 (an “Acceptable Confidentiality Agreement”). 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. (c) Without limiting what is said in Section 5.5(b), if at any time during the Transaction Solicitation Period, the Company Board receives a bona fide, written Acquisition Proposal from a Prospective Acquirer, then, unless the Company Board 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 three days, after the Company receives such Acquisition Proposal, the Company will inform Parent about such Acquisition Proposal, including the identity of the Prospective Acquirer and a reasonably detailed description of its material terms.

Transaction Solicitation Period. (a) During Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of this Agreement and ending continuing until 11:59 p.m. New York City time on (and including) the day that is 45 days after the date of this Agreement February 9, 2017 (the “Transaction Solicitation Period”), the Special Committee Company may, directly or indirectly, including with the assistance of investment bankers, attorneys, accountants and other advisors, actively seek proposals or offers with respect to a merger, reorganization, share exchange, consolidation or similar transaction involving Representatives of the Company, (i) actively seek and take any action to initiate, solicit, encourage or a purchase of otherwise facilitate (whether publicly or tender offer for 51% otherwise) any Takeover Proposal, and (ii) enter into, participate in, maintain or more of the Company's equity securities continue any discussions or 51% negotiations relating to, or more of the assets of the Company and its subsidiaries on a consolidated basis (each of those transactions being an “Acquisition Transaction”that may be expected to lead to, a proposal or offer to enter into an Acquisition Transaction being an "Acquisition Takeover Proposal") and a person who makes an Acquisition Proposal being a “Potential Acquiror” , and in connection with that effortsuch efforts, the Company may authorize its or any of its subsidiaries' Subsidiaries’ officers, directors, employees, agents or representatives other 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, enter into, continue or otherwise participate in any discussions or negotiations encourage or otherwise facilitate (whether publicly or privately) efforts by prospective acquirers any Person or group (each a “Prospective Acquirer”) to decide whether to make 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 a Takeover 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) In connection with efforts during During the Transaction Solicitation Period of the type described in Section 5.1(a)Period, the Company may provide non-public information about the Company and its subsidiaries Subsidiaries to prospective acquirersProspective Acquirers, but the Company will not provide provide, or authorize anyone to 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 of the Prospective Acquirer than the Confidentiality Agreement, except that has substantially the same terms as those contained in Section 13.2(b) confidentiality agreement between the Company and such Prospective Acquirer need not prohibit the making of this Agreementa 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) During Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of this Agreement and ending continuing until 11:59 p.m. Eastern time on (and including) the day that is 45 days after the date of this Agreement August 16, 2017 (the “Transaction Solicitation Period”), the Special Committee Company may, directly or indirectly, including with the assistance of investment bankers, attorneys, accountants and other advisors, actively seek proposals or offers with respect to a merger, reorganization, share exchange, consolidation or similar transaction involving Representatives of the Company, (i) actively solicit, initiate, propose or a purchase of induce the making, submission, or tender offer for 51% knowingly encourage, facilitate or more of the Company's equity securities assist, any proposal that constitutes, or 51% or more of the assets of the Company and its subsidiaries on a consolidated basis (each of those transactions being an “Acquisition Transaction”is reasonably expected to lead to, a proposal or offer to enter into an Acquisition Transaction being Proposal, and (ii) participate, or engage in discussions or negotiations, with any Person with respect to, or that may be expected to lead to, an "Acquisition Proposal") and a person who makes an Acquisition Proposal being a “Potential Acquiror” , and in connection with that effortsuch efforts, the Company may authorize its or any of its subsidiaries' Subsidiaries’ officers, directors, employees, agents or representatives other 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 solicit, initiate, solicitpropose or induce the making, submission, or knowingly encourage, enter into, continue facilitate or otherwise participate in any discussions or negotiations or otherwise facilitate assist, efforts by prospective acquirers any Person or group (each a “Prospective Acquirer”) to decide whether to make an Acquisition ProposalsProposal. Parent agrees that, Any Prospective Acquirer with whom the Company has active discussions with respect to an Acquisition Proposal at any time 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 Period shall be an “Excluded Party” for purposes 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 1Agreement. (b) In connection with efforts during During the Transaction Solicitation Period of the type described in Section 5.1(a)Period, the Company may provide non-public information about the Company and its subsidiaries Subsidiaries to prospective acquirersProspective Acquirers, but the Company will not provide provide, or authorize anyone to 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 an Acceptable Confidentiality Agreement with the Company that has substantially the same terms as those contained in Section 13.2(b) of this AgreementCompany. 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 as promptly as practicable provide that non-public information to Parent. (c) If at any time during the Transaction Solicitation Period the Company Board is presented with or receives a bona fide, written or oral Acquisition Proposal from a Prospective Acquirer, then the Company shall promptly (and, in any event, within 24 hours from the receipt thereof ) advise Parent in writing of such Acquisition Proposal, the material terms and conditions of such Acquisition Proposal (including any material amendments thereto) and the identity of the Person or Group making such 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 of this Agreement that prohibits the Company from complying with this Section 6.3(c).