Common use of By Parent Clause in Contracts

By Parent. (b) Nothing contained in this Agreement shall prevent Parent or its Board of Directors from (i) furnishing information regarding any of the Parent Corporations (including copy of this Section 4.5) to any Person in connection with or in response to a bona fide, unsolicited Acquisition Proposal or engaging in discussions or negotiations with respect thereto if and only to the extent that (A) the Board of Directors of Parent determines in good faith, after consultation with its financial advisor that such Acquisition Proposal is reasonably likely to result in a Superior Offer, (B) the Board of Directors of Parent determines in good faith, after consultation with its outside counsel, including discussions of applicable legal standards under Delaware law, that such action is required in order for the Board of Directors to comply with its fiduciary duties under applicable law, (C) the Person who has requested such information has executed and delivered to Parent a non-disclosure agreement that is not less restrictive than the non-disclosure agreement in effect between Parent and the Company, and (D) Parent has not breached Section 4.5(a)(i), or (ii) complying with Rule 14e-2 and Rule 14d-9 promulgated under the Exchange Act. In addition, nothing in paragraph 4.5(a) above shall prevent the Board of Directors of Parent from recommending a Superior Offer to its stockholders, if the Board determines, after consultation with its outside counsel, including discussions of applicable legal standards under Delaware law, that, in light of such Superior Offer, such recommendation is required in order for the Board of Directors to comply with its fiduciary obligations to Parent's stockholders under applicable law (which determination shall be made in light of a revised proposal, if any, made by the Company prior to the date of such determination); provided however that Parent (i) shall provide the Company with at least 48 hours prior written notice of its intentions to hold any meeting at which Parent's Board of Directors is reasonably expected to consider an Acquisition Proposal, or such lesser amount of time as has been given to the Board in relation to such meeting, and (ii) Parent shall not recommend to its stockholders a Superior Offer for at least two business days after Parent has provided Parent with the material terms of such Superior Offer.

By Parent. (b) Nothing contained in this Agreement shall prevent Parent or its Board of Directors from (i) furnishing information regarding Parent shall not, and shall cause its Subsidiaries not to, and shall not authorize or permit its and its Subsidiaries’ Representatives to, directly or indirectly, solicit, initiate or knowingly take any action to facilitate or encourage the submission of any Parent Takeover Proposal or the Parent Corporations (including copy making of this Section 4.5) any proposal that could reasonably be expected to lead to any Person Parent Takeover Proposal, or, subject to Section 6.11(b)(ii), (A) conduct or engage in connection with or in response to a bona fide, unsolicited Acquisition Proposal or engaging in any discussions or negotiations with respect thereto if and only with, disclose any non-public information relating to Parent or any of its Subsidiaries to, afford access to the extent that (A) the Board of Directors business, properties, assets, books or records of Parent determines in good faithor any of its Subsidiaries to, after consultation with its financial advisor or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that such Acquisition Proposal is reasonably likely seeking to result in a Superior Offermake, or has made, any Parent Takeover Proposal, (B) the Board amend or grant any waiver (other than any wavier, as required by Law, of Directors any “don’t ask don’t waive” provisions of any standstill agreements now in effect) or release under any standstill or similar agreement with respect to any class of equity securities of Parent determines in good faith, after consultation with or any of its outside counsel, including discussions of applicable legal standards under Delaware law, that such action is required in order for the Board of Directors to comply with its fiduciary duties under applicable law, Subsidiaries or (C) the Person who has requested such information has executed and delivered to Parent a non-disclosure agreement that is not less restrictive than the non-disclosure enter into any agreement in effect between principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other Contract relating to any Parent and Takeover Proposal (each, a “Parent Acquisition Agreement”). Subject to Section 6.11(b)(ii), neither Parent Board nor any committee thereof shall fail to make the Parent Board Recommendation, or withdraw, amend, modify or materially qualify, in a manner adverse to the Company, and (D) the Parent has not breached Section 4.5(a)(i)Board Recommendation, or (ii) complying with Rule 14e-2 and Rule 14d-9 promulgated under recommend a Parent Takeover Proposal, fail to recommend against acceptance of any tender offer or exchange offer for the Exchange Act. In addition, nothing in paragraph 4.5(a) above shall prevent the Board of Directors shares of Parent from recommending Common Stock constituting a Superior Offer to its stockholders, if Parent Takeover Proposal within ten (10) Business Days after the Board determines, after consultation with its outside counsel, including discussions of applicable legal standards under Delaware law, that, in light commencement of such Superior Offeroffer, such recommendation is required in order for or make any public statement inconsistent with Parent Board Recommendation, or resolve or agree to take any of the Board foregoing actions (any of Directors the foregoing, a “Parent Adverse Recommendation Change”). Parent shall, and shall cause its Subsidiaries to comply with cease immediately and cause to be terminated, and shall not authorize or knowingly permit any of its fiduciary obligations or their Representatives to Parent's stockholders under applicable law (which determination shall be made in light of a revised proposalcontinue, any and all existing activities, discussions or negotiations, if any, made by the Company with any third party conducted prior to the date hereof with respect to any Parent Takeover Proposal and shall use its reasonable best efforts to cause any such third party (or its agents or advisors) in possession of such determination); provided however that non-public information in respect of Parent (i) shall provide the Company with at least 48 hours prior written notice or any of its intentions Subsidiaries that was furnished by or on behalf of Parent and its Subsidiaries in connection with a Parent Takeover Proposal to hold any meeting at which Parent's Board of Directors is reasonably expected to consider an Acquisition Proposal, return or destroy (and confirm destruction of) all such lesser amount of time as has been given to the Board in relation to such meeting, and (ii) Parent shall not recommend to its stockholders a Superior Offer for at least two business days after Parent has provided Parent with the material terms of such Superior Offerinformation.

By Parent. (bi) Nothing From and after the date of this Agreement until the Effective Time or termination of this Agreement pursuant to Article VII, Parent and its subsidiaries will not, nor will they authorize or permit any of their respective officers, directors, affiliates or employees or any investment banker, attorney or other advisor or representative retained by any of them to, directly or indirectly, (A) solicit, initiate, encourage or induce the making, submission or announcement of any Parent Acquisition Proposal (as defined below), (B) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Parent Acquisition Proposal, (C) engage in discussions with any person with respect to any Parent Acquisition Proposal, (D) approve, endorse or recommend any Parent Acquisition Proposal or (E) enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to any Parent Acquisition Transaction (as defined below); provided, however, that nothing contained in this Agreement Section 5.4(b) shall prevent Parent or its prohibit the Board of Directors of Parent from (im) furnishing information regarding complying with Rule 14d-9 or 14e-2(a) promulgated under the Exchange Act with regard to a tender or exchange offer not made after a violation of this Section 5.4(b) or (n) at any time prior to the date of the Parent Corporations (including copy of this Section 4.5) to any Person in connection with or Stockholders' Meeting, in response to a bona fide, unsolicited fide written Parent Acquisition Proposal or received without the prior occurrence of a breach of this Section 5.4(b) that Parent's Board of Directors reasonably concludes constitutes a Parent Superior Proposal (as defined below), engaging in discussions or participating in negotiations with respect thereto if and only furnishing information to the party making such Parent Acquisition Proposal to the extent that (A1) the Board of Directors of Parent determines in good faith, after consultation with its financial advisor that such Acquisition Proposal is reasonably likely to result in a Superior Offer, (B) the Board of Directors of Parent determines in good faith, faith after consultation with its outside counsel, including discussions of applicable legal standards under Delaware law, counsel that such action is required in order for the Board of Directors to comply with its fiduciary duties under applicable law, (C) the Person who has requested such information has executed and delivered to Parent a non-disclosure agreement that is not less restrictive than the non-disclosure agreement in effect between Parent and the Company, and (D) Parent has not breached Section 4.5(a)(i), or (ii) complying with Rule 14e-2 and Rule 14d-9 promulgated under the Exchange Act. In addition, nothing in paragraph 4.5(a) above shall prevent the Board of Directors of Parent from recommending a Superior Offer to its stockholders, if the Board determines, after consultation with its outside counsel, including discussions of applicable legal standards under Delaware law, that, in light of such Superior Offer, such recommendation is required in order for the Board of Directors to comply with its fiduciary obligations to Parent's stockholders under applicable law require it to do so, (which determination shall be made in light of a revised proposal, if any, made by the Company prior to the date of such determination); provided however that Parent 2) (ix) shall provide the Company with at least 48 hours prior written notice of its intentions to hold any meeting at which Parent's Board of Directors is reasonably expected to consider an Acquisition Proposal, or such lesser amount of time as has been given to the Board in relation to such meeting, and (ii) Parent shall not recommend to its stockholders a Superior Offer for at least two business days after prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such party, Parent gives Company written notice of Parent's intention to furnish nonpublic information to, or enter into discussions or negotiations with, such party and (y) Parent receives from such party an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such party by or on behalf of Parent, and (3) contemporaneously with furnishing any such nonpublic information to such -41- party, Parent furnishes such nonpublic information to Company (to the extent such nonpublic information has provided not been previously furnished by Parent to Company). Parent and its subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Parent Acquisition Proposal. Without limiting the material terms foregoing, it is understood that any violation of such Superior Offerthe restrictions set forth in this Section 5.4(b) by any officer, director, affiliate or employee of Parent or any of its subsidiaries or any investment banker, attorney or other advisor or representative of Parent or any of its subsidiaries shall be deemed to be a breach of this Section 5.4(b) by Parent.

By Parent. (bi) Nothing From and after the date of this Agreement until the Effective Time or termination of this Agreement pursuant to Article VII, Parent and its subsidiaries will not, nor will they authorize or permit any of their respective officers, directors, affiliates or employees or any investment banker, attorney or other advisor or representative retained by any of them to, directly or indirectly, (A) solicit, initiate, encourage or induce the making, submission or announcement of any Parent Acquisition Proposal (as defined below), (B) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Parent Acquisition Proposal, (C) engage in discussions with any person with respect to any Parent Acquisition Proposal, (D) approve, endorse or recommend any Parent Acquisition Proposal or (E) enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to any Parent Acquisition Transaction (as defined below); provided, however, that nothing contained in this Agreement Section 5.4(b) shall prevent Parent or its prohibit the Board of Directors of Parent from (im) furnishing information regarding complying with Rule 14d-9 or 14e-2(a) promulgated under the Exchange Act with regard to a tender or exchange offer not made after a violation of this Section 5.4(b) or (n) at any time prior to the date of the Parent Corporations (including copy of this Section 4.5) to any Person in connection with or Stockholders' Meeting, in response to a bona fide, unsolicited fide written Parent Acquisition Proposal or received without the prior occurrence of a breach of this Section 5.4(b) that Parent's Board of Directors reasonably concludes constitutes a Parent Superior Proposal (as defined below), engaging in discussions or participating in negotiations with respect thereto if and only furnishing information to the party making such Parent Acquisition Proposal to the extent that (A1) the Board of Directors of Parent determines in good faith, after consultation with its financial advisor that such Acquisition Proposal is reasonably likely to result in a Superior Offer, (B) the Board of Directors of Parent determines in good faith, faith after consultation with its outside counsel, including discussions of applicable legal standards under Delaware law, counsel that such action is required in order for the Board of Directors to comply with its fiduciary duties under applicable law, (C) the Person who has requested such information has executed and delivered to Parent a non-disclosure agreement that is not less restrictive than the non-disclosure agreement in effect between Parent and the Company, and (D) Parent has not breached Section 4.5(a)(i), or (ii) complying with Rule 14e-2 and Rule 14d-9 promulgated under the Exchange Act. In addition, nothing in paragraph 4.5(a) above shall prevent the Board of Directors of Parent from recommending a Superior Offer to its stockholders, if the Board determines, after consultation with its outside counsel, including discussions of applicable legal standards under Delaware law, that, in light of such Superior Offer, such recommendation is required in order for the Board of Directors to comply with its fiduciary obligations to Parent's stockholders under applicable law require it to do so, (which determination shall be made in light of a revised proposal, if any, made by the Company prior to the date of such determination); provided however that Parent 2) (ix) shall provide the Company with at least 48 hours prior written notice of its intentions to hold any meeting at which Parent's Board of Directors is reasonably expected to consider an Acquisition Proposal, or such lesser amount of time as has been given to the Board in relation to such meeting, and (ii) Parent shall not recommend to its stockholders a Superior Offer for at least two business days after prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such party, Parent gives Company written notice of Parent's intention to furnish nonpublic information to, or enter into discussions or negotiations with, such party and (y) Parent receives from such party an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such party by or on behalf of Parent, and (3) contemporaneously with furnishing any such nonpublic information to such party, Parent furnishes such nonpublic information to Company (to the extent such nonpublic information has provided not been previously furnished by Parent to Company). Parent and its subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Parent Acquisition Proposal. Without limiting the material terms foregoing, it is understood that any violation of such Superior Offer.the restrictions set forth in this Section 5.4(b) by any officer, director, affiliate or employee of Parent or any of its subsidiaries or any investment banker, attorney or other advisor or representative of Parent or any of its subsidiaries shall be deemed to be a breach of this Section 5.4(b)