Common use of Certain Limited Exceptions Clause in Contracts

Certain Limited Exceptions. Nothing in this Section 6.3 or elsewhere in this Agreement shall prohibit the Company’s Board of Directors from taking and disclosing to the holders of Company Common Stock a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act, or other applicable Law, if the Company’s Board of Directors determines, After Consultation, that the failure to so disclose such position could constitute a violation of applicable Law; provided, however, that any additional disclosure relating to a Takeover Proposal, other than (i) a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) promulgated under the Exchange Act that contains factually accurate public statement by the Company that describes the Company’s receipt of a Takeover Proposal and the operation of this Agreement with respect thereto, (ii) an express rejection of such Takeover Proposal, or (iii) an express reaffirmation of its Company Offer Recommendation and Company Merger Recommendation, shall be deemed a Company Adverse Recommendation Change.

Certain Limited Exceptions. Nothing in this Section 6.3 6.4 or elsewhere in this Agreement shall prohibit the Company’s Board of Directors of the Company from taking and disclosing to the holders of Company Common Stock Company’s shareholders a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act, or other applicable Law, if the Company’s such Board of Directors determines, After Consultationafter consultation with outside counsel, that the failure to so disclose such position could constitute a violation of applicable Law; provided, however, that any additional such disclosure relating to a Takeover Proposal, other than (i) a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) promulgated under the Exchange Act that contains Act, (ii) an express rejection of such Takeover Proposal, or (iii) an express reaffirmation of its Offer Recommendation and Merger Recommendation, shall be deemed a Company Adverse Recommendation Change. In addition, it is understood and agreed that, for purposes of this Agreement (including ARTICLE VIII), a factually accurate public statement by the Company that describes the Company’s receipt of a Takeover Proposal and the operation of this Agreement with respect thereto, (ii) an express rejection of such Takeover Proposal, or (iii) an express reaffirmation of its Company Offer Recommendation and Company Merger Recommendation, thereto shall not be deemed a Company Adverse Recommendation ChangeChange if the Company affirmatively reaffirms in such disclosure the Offer Recommendation and Merger Recommendation.