Common use of Xx Solicitation Clause in Contracts

Xx Solicitation. (a) Except as permitted by this Section 6.2, prior to the Closing or the valid termination of this Agreement pursuant to Section 8.1, the Company shall not, and shall cause its Subsidiaries not to, and shall cause its representatives not to, directly or indirectly: (i) solicit, initiate, or encourage the submission or announcement of any Acquisition Proposal; (ii) furnish any non-public information regarding the Company to any Person for the purpose of encouraging, or in response to, an Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or that would reasonably be expected to lead to an Acquisition Proposal (except to notify a Person that makes any inquiry or offer with respect to an Acquisition Proposal of the existence of the provisions of this Section 6.2); (iv) adopt, approve or enter into any letter of intent, acquisition agreement, agreement in principle or other Contract with respect to an Acquisition Proposal; (v) waive or release any Person from, or fail to use reasonable best efforts to enforce, any standstill agreement or any standstill provisions of any Contract in respect of a potential Acquisition Proposal; or (vi) resolve or agree to do any of the foregoing. provided, however, that, notwithstanding anything to the contrary contained in this Agreement, the Company and its representatives may engage in any such discussions or negotiations and provide any such information in response to a bona fide written Acquisition Proposal made or received after the date hereof, if: (A) such Acquisition Proposal does not arise out of a breach of this Section 6.2; (B) prior to providing any material non-public information regarding the Company to any Third Party in response to an Acquisition Proposal, the Company receives from such Third Party (or there is then in effect with such party) an Acceptable Confidentiality Agreement; and (C) the Company Board (or a committee thereof) determines in good faith, after consultation with the Company’s outside legal counsel and financial advisor, that (I) such Acquisition Proposal either constitutes a Superior Proposal or could reasonably be expected to lead to a Superior Proposal and (II) failure to engage in such discussions or negotiations and provide any such information would be inconsistent with its fiduciary obligations under applicable Law. Prior to or concurrent with providing any non-public information to such Third Party, the Company shall make such non-public information available to Parent (to the extent such non-public information has not been previously made available by the Company to Parent or Parent’s representatives). Prior to the Acceptance Time, the Company will not be required to enforce, and will be permitted to waive, any provision of any standstill or confidentiality ​ agreement that prohibits or purports to prohibit an Acquisition Proposal being made to the Company Board (or a committee thereof) if (X) the Company Board (or a committee thereof) determines in good faith, after consultation with the Company’s outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with the Company Board’s fiduciary obligations under applicable Law and (Y) the Company promptly (and in no event later than twenty-four (24) hours) notifies Parent and Xxxxxx Sub in writing of such waiver. (b) The Company shall, and shall cause its representatives to, (i) immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with, any Third Party relating to any Acquisition Proposal and (ii) terminate access by any Person (other than Parent or Merger Sub or any of their respective Affiliates or representatives) to any physical or electronic data room relating to any potential Acquisition Proposal. If the Company receives an Acquisition Proposal after the date hereof, then the Company shall promptly (and in no event later than twenty-four (24) hours after receipt of such Acquisition Proposal) notify Parent in writing of such Acquisition Proposal (which notification shall include the identity of the party making such proposal and the material terms and conditions thereof), and provide Parent with a copy of such Acquisition Proposal, and shall thereafter keep Parent reasonably informed of any material change to the terms of such Acquisition Proposal. (c) Nothing contained in this Section 6.2 or elsewhere in this Agreement shall prohibit the Company, the Company Board (or any committee thereof) or their representatives from taking and disclosing to the stockholders of the Company a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or making a statement contemplated by Item 1012(a) of Regulation M-A or Rule 14d-9(f) promulgated under the Exchange Act, or from issuing a “stop, look and listen” statement pending disclosure of its position thereunder or making any other disclosure or communication required by applicable Law or the rules of any relevant securities exchange; provided that any such disclosure does not contain a Change in Recommendation, and provided, further that any such communication that reaffirms the Company Board Recommendation shall be deemed not to be a Change in Recommendation.

Xx Solicitation. (a) Except as permitted by this Section 6.2The Company agrees that, prior to during the Closing or the valid termination term of this Agreement pursuant to Section 8.1Agreement, the Company it shall not, and neither its board of directors nor its Chairman of the Board shall cause authorize any of its Subsidiaries not to, and shall cause or any of its representatives not or its Subsidiaries’ Representatives to, directly or indirectly: , do any of the following: (i) solicit, initiate, knowingly encourage or encourage the submission take any action to facilitate or announcement assist any Acquisition Proposal; (ii) disclose or furnish nonpublic information in furtherance of any Acquisition Proposal;; or (iii) participate in any discussions or negotiations with, or provide any information to, any Person or group (other than the Buyer and its Affiliates or Representatives) concerning any Acquisition Proposal; provided, however, that prior to the receipt of Shareholder Approval, the Company or its Representatives may disclose or furnish, or cause to be disclosed or furnished, information to, and negotiate or otherwise engage in discussions with, any Person or group that delivers a bona fide written unsolicited Acquisition Proposal to the Company after the date hereof if, but only if, (y) the board of directors of the Company determines in good faith by a majority vote, after consultation with its outside legal counsel and its financial advisor, that (1) it is required to take such action in order to act in a manner consistent with its fiduciary duties under applicable Law and (2) such Acquisition Proposal is or would be reasonably likely to result in a Superior Proposal and (z) prior to furnishing any information to such Person or group, the Company shall enter into a confidentiality agreement with such Person that is no less restrictive, in any material respect, than the Confidentiality Agreement dated as of an even date herewith by and between the Buyer and the Company (“Confidentiality Agreement”). (b) The Company agrees that, during the term of this Agreement, neither it nor any of its Subsidiaries, nor its board of directors nor any committee thereof, shall, as applicable, do any of the following: (i) withdraw, qualify or modify, or propose publicly to withdraw, modify or qualify, in a manner adverse to the Buyer or NewCo, the Company Board Recommendation; (ii) furnish any non-public information regarding the Company to any Person for the purpose of encouragingapprove, endorse or recommend, or in response topropose publicly to approve, an endorse or recommend, any Acquisition Proposal; ; or (iii) engage in discussions enter into any definitive agreement, letter of intent, arrangement or negotiations with any Person with respect to any Acquisition Proposal or that would reasonably be expected to lead understanding relating to an Acquisition Proposal (except or requiring the Company to notify a Person that makes any inquiry or offer with respect to an Acquisition Proposal of the existence of the provisions of this Section 6.2); (iv) adoptabandon, approve or enter into any letter of intent, acquisition agreement, agreement in principle or other Contract with respect to an Acquisition Proposal; (v) waive or release any Person from, terminate or fail to use reasonable best efforts to enforce, any standstill agreement consummate the Merger or any standstill provisions of any Contract in respect of a potential Acquisition Proposal; or (vi) resolve other transaction contemplated hereby, or agree to do compensating the Company or any of the foregoing. its Subsidiaries under such circumstances; provided, however, that, notwithstanding anything prior to the contrary contained in this Agreementreceipt of Shareholder Approval, the Company and its representatives the board of directors of the Company may engage in any such discussions or negotiations take the actions prohibited under items (i) and provide any such information in response to a bona fide written (ii) of this Section 5.04(b), as applicable, if, but only if, either: (y) the Company receives an unsolicited Acquisition Proposal made or received and (1) after consultation with the date hereofCompany’s outside legal counsel and its financial advisor, if: the board of directors of the Company determines in good faith by a majority vote that (A) it is required to take such action in order to act in a manner consistent with its fiduciary duties under applicable Law and (B) such Acquisition Proposal does not arise out of is a breach of this Section 6.2Superior Proposal; (B2) prior to providing any material non-public information regarding the board of directors of the Company has given the Buyer three (3) Business Days’ prior written notice of its intention to take any Third Party in response such action; (3) the Company’s board of directors has considered any changes to an Acquisition Proposal, the Company receives from such Third Party Per Share Merger Consideration and to this Agreement (or there is then in effect with such partyif any) an Acceptable Confidentiality Agreementproposed by the Buyer; and (C4) the Company Board (or a committee thereof) determines Company’s board of directors has determined in good faithfaith by a majority vote, after consultation with the Company’s outside legal counsel and its financial advisor, that (I) such Acquisition Proposal either constitutes remains a Superior Proposal or could reasonably be expected to lead to a Superior Proposal and (II) failure to engage in such discussions or negotiations and provide any such information would be inconsistent with its fiduciary obligations under applicable Law. Prior to or concurrent with providing any non-public information to such Third Party, even after the Company shall make such non-public information available to Parent (to the extent such non-public information has not been previously made available changes proposed by the Company to Parent Buyer; or Parent’s representatives). Prior to the Acceptance Time, the Company will not be required to enforce, and will be permitted to waive, any provision of any standstill or confidentiality ​ agreement that prohibits or purports to prohibit (z) other than in connection with an Acquisition Proposal being made to the Company Board (or a committee thereof) if (X) the Company Board (or a committee thereof) determines in good faithProposal, if, after consultation with the Company’s outside legal counsel, the board of directors of the Company determines in good faith by a majority vote that the failure it is required to take such action would reasonably be expected in order to be inconsistent act in a manner consistent with the Company Board’s its fiduciary obligations duties under applicable Law and (Y) Law, provided, that the Company promptly (and foregoing shall in no event later than twenty-four (24way limit or otherwise affect the Buyer’s right to terminate this Agreement pursuant to Section 8.01(b)(iv) hours) notifies Parent and Xxxxxx Sub in writing of such waiver.hereof) (bc) The Company shallimmediately will cease, and shall cause its representatives toRepresentatives and Subsidiaries and its Subsidiaries’ Representatives to cease, (i) immediately cease all existing activities, discussions and cause to be terminated negotiations with any existing solicitation of, or discussions or negotiations with, any Third Party relating Person conducted heretofore with respect to any Acquisition Proposal and (ii) terminate access by request the return or destruction of all confidential information regarding the Company or its Subsidiaries provided to any such Person (other than Parent or Merger Sub or prior to the date of this Agreement pursuant to the terms of any confidentiality agreements, and the Company shall enforce, and shall not waive, any of their respective Affiliates or representativesthe provisions of any such confidentiality agreement. (d) to any physical or electronic data room relating to any potential Acquisition Proposal. If the Company receives an Acquisition Proposal From and after the date hereofexecution of this Agreement, then the Company shall promptly (and but in no event later than twenty-four any case within one (241) hours after receipt Business Day) advise the Buyer of such Acquisition Proposal) notify Parent in writing the receipt, directly or indirectly, of such any Acquisition Proposal (which notification shall include the identity including a summary of the party making such proposal and the material terms and conditions thereofthereof to the extent the Company is permitted to provide such information to the Buyer), and provide Parent or its receipt of any request for information from the Federal Reserve Board, the WDFI Division of Banking, the MDC, the IDB, the SEC or any other Governmental Entity with a copy of such respect to any Acquisition Proposal, and shall thereafter keep Parent reasonably informed promptly furnish to the Buyer a copy of any material change such request for information or written Acquisition Proposal to the terms extent the Company is permitted to provide such information to the Buyer. In addition, the Company shall immediately advise the Buyer, in writing, if the board of such directors of the Company shall make any determination as to any Acquisition ProposalProposal as contemplated by Section 5.04(a) hereof. (ce) Nothing contained in this Subject to Section 6.2 or elsewhere 5.04(b) hereof, nothing in this Agreement shall prohibit the Company, the Company Board (or from at any committee thereof) or their representatives from time taking and disclosing to the stockholders of the Company its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act or making a statement contemplated any disclosure required by Item 1012(a) of Regulation M-A or Rule 14d-9(f) promulgated 14a-9 under the Exchange Act, or from issuing a “stop, look and listen” statement pending disclosure of its position thereunder or making any other disclosure or communication required by applicable Law or the rules of any relevant securities exchange; provided that any such disclosure does not contain a Change in Recommendation, and provided, further that any such communication that reaffirms the Company Board Recommendation shall be deemed not to be a Change in Recommendation.

Xx Solicitation. (a) Except as permitted by this Section 6.2Each Party agrees that, prior to during the Pre-Closing or the valid termination Period, neither it nor any of this Agreement pursuant to Section 8.1, the Company shall not, and shall cause its Subsidiaries not toshall, and nor shall cause it nor any of its representatives not to, Subsidiaries authorize or permit any of the Representatives retained by it or any of its Subsidiaries to directly or indirectly: : (i) solicit, initiate, respond to or take any action knowingly to facilitate or encourage any inquiries or the communication, making, submission or announcement of any Acquisition Proposal; Proposal or Acquisition Inquiry or take any action that could reasonably be expected to lead to an Acquisition Proposal or Acquisition Inquiry; (ii) furnish enter into or participate in any non-public information regarding the Company to any Person for the purpose of encouraging, or in response to, an Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or that would reasonably be expected Acquisition Inquiry; (iii) furnish any information regarding such Party to lead any Person in connection with, in response to, relating to or for the purpose of assisting with or facilitating an Acquisition Proposal (except to notify a Person that makes any inquiry or offer with respect to an Acquisition Proposal of the existence of the provisions of this Section 6.2); Inquiry; (iv) adoptapprove, approve endorse or recommend any Acquisition Proposal (subject to Sections 5.1 and 5.2); (v) execute or enter into any letter of intent, acquisition agreement, agreement in principle intent or other Contract with respect to an Acquisition Proposal; (v) waive or release any Person from, or fail to use reasonable best efforts to enforce, any standstill agreement similar document or any standstill provisions of Contract contemplating or otherwise relating to any Contract in respect of Acquisition Transaction other than a potential confidentiality agreement permitted under Section 4.5(b) (an “Acquisition ProposalAgreement”); or or (vi) resolve grant any waiver or agree release under any confidentiality, standstill or similar agreement (other than to do any of the foregoing. other Party) provided, however, that, notwithstanding each Party may grant such waiver or release under any confidentiality, standstill or similar agreement to a third party if the Board of Directors of such Party determines in good faith based on the advice of outside legal counsel, that the failure to take such action would reasonably constitute a breach of the fiduciary duties of the Board of Directors of such Party under applicable Legal Requirements. (b) Notwithstanding anything to the contrary contained in this AgreementSection 4.5(b), prior to receipt of the Company and its representatives Required GC Stockholder Vote, in the case of GC, (i) such Party may engage in any such enter into discussions or negotiations with, any Person that has made (and provide any such information in response to not withdrawn) a bona fide written Acquisition Proposal made or received after the date hereoffide, if: (A) such Acquisition Proposal does not arise out of a breach of this Section 6.2; (B) prior to providing any material non-public information regarding the Company to any Third Party in response to an unsolicited, Acquisition Proposal, the Company receives from which such Third Party (or there is then in effect with such party) an Acceptable Confidentiality Agreement; and (C) the Company Party’s Board (or a committee thereof) of Directors determines in good faith, after consultation with the Company’s outside legal counsel and its independent financial advisor, that (I) such Acquisition Proposal either constitutes a Superior Proposal if any, and its outside legal counsel, constitutes, or could would reasonably be expected to lead to result in, a Superior Proposal Offer, and (IIii) thereafter furnish to such Person non-public information regarding such Party (but not any non-public information pertaining to the other Party or the Exchange) pursuant to an executed confidentiality agreement containing provisions (including nondisclosure provisions, use restrictions, non-solicitation provisions, no hire provisions and “standstill” provisions) at least as favorable to such Party as those contained in the Confidentiality Agreement, but in each case of the foregoing clauses (i) and (ii), only if: (A) neither such Party nor any Representative of such Party has breached this Section 4.5; (B) the Board of Directors of such Party determines in good faith based on the advice of outside legal counsel, that the failure to engage in take such discussions or negotiations and provide action would reasonably constitute a breach of the fiduciary duties of the Board of Directors of such Party under applicable Legal Requirements; (C) at least 24 hours prior to furnishing any such non-public information would be inconsistent with its fiduciary obligations under applicable Law. Prior to, or entering into discussions with, such Person, such Party gives the other Party written notice of the identity of such Person and of such Party’s intention to furnish nonpublic information to, or concurrent with providing enter into discussions with, such Person; and (D) at least 24 hours prior to furnishing any such non-public information to such Third PartyPerson, the Company shall make such Party furnishes such non-public information available to Parent Bombshell or GC, as applicable (to the extent such non-public information has not been previously made available furnished by the Company such Party to Parent Bombshell or Parent’s representativesGC, as applicable). Prior Without limiting the generality of the foregoing, each Party acknowledges and agrees that, in the event any Representative of such Party (whether or not such Representative is purporting to the Acceptance Timeact on behalf of such Party) takes any action that, if taken by such Party, would constitute a breach of this Section 4.5 by such Party, the Company will not be required to enforce, and will be permitted to waive, any provision taking of any standstill or confidentiality ​ agreement that prohibits or purports to prohibit an Acquisition Proposal being made to the Company Board (or a committee thereof) if (X) the Company Board (or a committee thereof) determines in good faith, after consultation with the Company’s outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with the Company Board’s fiduciary obligations under applicable Law and (Y) the Company promptly (and in no event later than twenty-four (24) hours) notifies Parent and Xxxxxx Sub in writing of by such waiver. (b) The Company shall, and shall cause its representatives to, (i) immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with, any Third Party relating to any Acquisition Proposal and (ii) terminate access by any Person (other than Parent or Merger Sub or any of their respective Affiliates or representatives) to any physical or electronic data room relating to any potential Acquisition Proposal. If the Company receives an Acquisition Proposal after the date hereof, then the Company shall promptly (and in no event later than twenty-four (24) hours after receipt of such Acquisition Proposal) notify Parent in writing of such Acquisition Proposal (which notification shall include the identity of the party making such proposal and the material terms and conditions thereof), and provide Parent with a copy of such Acquisition Proposal, and shall thereafter keep Parent reasonably informed of any material change to the terms of such Acquisition Proposal. (c) Nothing contained in this Section 6.2 or elsewhere in this Agreement shall prohibit the Company, the Company Board (or any committee thereof) or their representatives from taking and disclosing to the stockholders of the Company a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or making a statement contemplated by Item 1012(a) of Regulation M-A or Rule 14d-9(f) promulgated under the Exchange Act, or from issuing a “stop, look and listen” statement pending disclosure of its position thereunder or making any other disclosure or communication required by applicable Law or the rules of any relevant securities exchange; provided that any such disclosure does not contain a Change in Recommendation, and provided, further that any such communication that reaffirms the Company Board Recommendation Representative shall be deemed not to be constitute a Change in Recommendationbreach of this Section 4.5 by such Party for purposes of this Agreement.

Xx Solicitation. (a) Except as permitted by this Section 6.2, prior Rome hereby represents and warrants to the Closing Xxxxxxxx Parties that as of the date hereof there are no existing discussions or negotiations between Rome and any third party or parties, other than the valid termination of this Agreement pursuant Xxxxxxxx Parties, relating to any Takeover Proposal (as defined in Section 8.1, the Company 5.02(e)). Rome shall not, and it shall cause its Subsidiaries not authorize or permit any Rome Subsidiary to, and it shall cause its representatives not toauthorize or permit any officer, directly director or indirectly: employee of, or any investment banker, attorney or other advisor or representative (collectively, "Representatives") of, Rome or any Rome Subsidiary to (i) solicit, initiate, initiate or encourage the submission or announcement of any Acquisition Takeover Proposal; , (ii) furnish enter into any non-public information regarding the Company to any Person for the purpose of encouraging, or in response to, an Acquisition Proposal; (iii) engage in discussions or negotiations with any Person agreement with respect to any Acquisition Takeover Proposal or (iii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that would constitutes, or may reasonably be expected to lead to an Acquisition Proposal (except to notify a Person that makes any inquiry or offer with respect to an Acquisition Proposal of the existence of the provisions of this Section 6.2); (iv) adopt, approve or enter into any letter of intent, acquisition agreement, agreement in principle or other Contract with respect to an Acquisition Proposal; (v) waive or release any Person from, or fail to use reasonable best efforts to enforceto, any standstill agreement or any standstill provisions of any Contract in respect of a potential Acquisition Takeover Proposal; or (vi) resolve or agree to do any of the foregoing. provided, however, that, notwithstanding anything to the contrary contained in this Agreement, the Company that Rome and its representatives may engage in any such discussions or negotiations and provide any such information Representatives may, in response to a bona fide written Acquisition Takeover Proposal made or received after that the date hereofRome Board determines, if: (A) such Acquisition Proposal does not arise out of a breach of this Section 6.2; (B) prior to providing any material non-public information regarding the Company to any Third Party in response to an Acquisition Proposal, the Company receives from such Third Party (or there is then in effect with such party) an Acceptable Confidentiality Agreement; and (C) the Company Board (or a committee thereof) determines in good faith, after consultation with the Company’s outside legal counsel and financial advisor, that (I) such Acquisition Proposal either constitutes a Superior Proposal or could reasonably be expected to lead to a Superior Proposal (as defined in Section 5.02(e)) that was not solicited by Rome and that did not otherwise result from a breach of this Section 5.02(a), and subject to compliance with Section 5.02(c), (x) furnish information with respect to Rome to the person making such Takeover Proposal and its Representatives pursuant to a customary confidentiality agreement (which, for the avoidance of doubt, need not contain any "standstill" or similar covenant) and (IIy) failure to engage participate in such discussions or negotiations (including solicitation of a revised Takeover Proposal) with such person and provide its Representatives regarding any such information would be inconsistent Takeover Proposal. In the event that Rome enters into a confidentiality agreement with its fiduciary obligations under applicable Law. Prior a person making a Takeover Proposal that does not include a "standstill" provision or contains a "standstill" provision substantially less favorable to or concurrent with providing any non-public information to such Third PartyRome than the corresponding provision of the Confidentiality Agreement (as defined in Section 6.02), the Company shall make such non-public information available to Parent (applicable Xxxxxxxx Parties and their affiliates shall, without further action by Rome, be released from the "standstill" provision under Section 6 of the Confidentiality Agreement to the extent necessary to render such non-public information has not been previously made available "standstill" provision of the Confidentiality Agreement no more favorable to Rome than the "standstill", if any, applicable to the person making such Takeover Proposal. (b) Neither the Rome Board nor any committee thereof shall (i) (A) withdraw (or modify in a manner adverse to the Xxxxxxxx Parties), or publicly propose to withdraw (or modify in a manner adverse to the Xxxxxxxx Parties), the adoption, approval, recommendation or declaration of advisability by the Company Rome Board or any such committee thereof of this Agreement, the Merger or the other Transactions or (B) recommend, adopt, approve or declare advisable, or propose publicly to Parent recommend, adopt, approve or Parent’s representativesdeclare advisable, any Takeover Proposal (any action described in this clause (i) being referred to as an "Adverse Recommendation Change") or (ii) adopt, approve, recommend or declare advisable, or propose to adopt, approve, recommend or declare advisable, or allow Rome or any of the Rome Subsidiaries to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to, or that is intended to or would reasonably be expected to lead to, any Takeover Proposal (other than a confidentiality agreement referred to in Section 5.02(a)). Prior Notwithstanding the foregoing, at any time prior to obtaining the Acceptance TimeRome Stockholder Approval, the Company will not be required to enforce, and will be permitted to waive, any provision of any standstill or confidentiality ​ agreement that prohibits or purports to prohibit an Acquisition Proposal being made to the Company Rome Board (or a the applicable committee thereof) may make an Adverse Recommendation Change described in clause (i)(A) above, if (X) the Company Rome Board (or a such committee thereof) determines in good faith, faith (after consultation with outside counsel) that it is required to do so in order to comply with applicable law, including its fiduciary duties to the Company’s outside legal counselstockholders of Rome (including, but not limited to, the Rome Board's duties of good faith and candor to the stockholders of Rome); provided, however, that no Adverse Recommendation Change may be made until the failure expiration of a three business day period commencing upon the Xxxxxxxx Parties' receipt of written notice (a "Notice of Adverse Recommendation") from Rome advising the Xxxxxxxx Parties that the Rome Board intends to take such action would and specifying the reasons therefor, including the terms and conditions of any Superior Proposal that may be the basis of the proposed action by the Rome Board (it being understood and agreed that (x) any amendment to the financial terms or any other material term of any such Superior Proposal or (y) with respect to any previous Adverse Recommendation Change, any material change in the principal rationale stated by the Rome Board for such previous Adverse Recommendation Change, shall, in the case of either (x) or (y), require a new Notice of Adverse Recommendation and a new three business day period). In determining whether to make an Adverse Recommendation Change, the Rome Board shall take into account any changes to the financial terms of this Agreement proposed by the Xxxxxxxx Parties in response to a Rome Notice of Adverse Recommendation or otherwise. (c) In addition to the obligations of Rome set forth in paragraphs (a) and (b) of this Section 5.02, Rome promptly shall advise the Xxxxxxxx Parties orally and in writing of any Takeover Proposal or any inquiry with respect to or that could reasonably be expected to be inconsistent with the Company Board’s fiduciary obligations under applicable Law and (Y) the Company promptly (and in no event later than twenty-four (24) hours) notifies Parent and Xxxxxx Sub in writing of such waiver. (b) The Company shall, and shall cause its representatives to, (i) immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with, any Third Party relating lead to any Acquisition Takeover Proposal and (ii) terminate access by any Person (other than Parent or Merger Sub or any of their respective Affiliates or representatives) to any physical or electronic data room relating to any potential Acquisition Proposal. If the Company receives an Acquisition Proposal after the date hereof, then the Company shall promptly (and in no event later than twenty-four (24) hours after receipt of such Acquisition Proposal) notify Parent in writing of such Acquisition Proposal (which notification shall include the identity of the party person making any such proposal Takeover Proposal or inquiry and shall provide the Xxxxxxxx Parties with the material terms and conditions thereofof any proposal that is the basis for a proposed Adverse Recommendation Change or termination of this Agreement by Rome pursuant to Section 8.01(f), and provide Parent with a copy of such Acquisition Proposal, and . Rome shall thereafter keep Parent reasonably the Xxxxxxxx Parties fully informed of the status of any material change such Takeover Proposal or inquiry. Rome shall not be required to comply with this Section 5.02(c) in any instance to the terms extent that the Rome Board determines in good faith, that such compliance would in such instance be a breach of such Acquisition Proposaltheir fiduciary duties. (cd) Nothing contained in this Section 6.2 or elsewhere in this Agreement 5.02 shall prohibit the Company, the Company Board Rome from (or any committee thereofi) or their representatives from taking and disclosing to the its stockholders of the Company a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or (ii) making a statement contemplated by Item 1012(a) any disclosure to Rome's stockholders if, in the good faith judgment of Regulation M-A the Rome Board (after consultation with outside counsel), failure so to disclose would be inconsistent with its obligations under applicable Law, including but not limited to the Rome Board's duty of candor to the stockholders of Rome; provided, however, that in no event shall Rome or Rule 14d-9(f) promulgated under the Exchange ActRome Board or any committee thereof take, or from issuing a “stopagree or resolve to take, look and listen” statement pending disclosure of its position thereunder or making any other disclosure or communication required action prohibited by applicable Law Section 5.02(b). Any action taken by Rome or the rules of any relevant securities exchange; provided that any such disclosure does not contain a Change Rome Board in Recommendation, and provided, further that any such communication that reaffirms the Company Board Recommendation accordance with Section 5.02(d)(i) shall be deemed not to be a Change in Recommendationwithdrawal or modification of the Rome Board's approval or recommendation of the Merger and this Agreement. (e) For purposes of this Agreement: