Common use of Certain Permitted Actions Clause in Contracts

Certain Permitted Actions. Notwithstanding Sections 6.4(a) (No Solicitation or Negotiation) and 6.4(b) (Notice) or any other provision of this Agreement to the contrary, at any time prior to the Approval Time, if (i) the Company or any of its Subsidiaries receives an unsolicited bona fide offer that is an Acquisition Proposal from a third party, (ii) neither the Company nor its Subsidiaries nor any of their respective Representatives shall have directly or indirectly violated or breached any of the provisions set forth in Sections 6.4(a) (No Solicitation or Negotiation), 6.4(b) (Notice) or Section 6.6(b) (Company Board Recommendation and Other Actions), in a manner that resulted in the submission of such Acquisition Proposal, (iii) the Company Board determines in good faith, after consultation with its financial advisors and outside counsel, that such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal and (iv) after consultation with its outside counsel, the Company Board determines in good faith that such action is necessary to comply with its fiduciary duties to the stockholders of the Company under applicable Law, the Company Board may (directly or through the Company’s Representatives) (A) furnish non-public information with respect to the Company and its Subsidiaries to the Person who made such proposal, and (B) participate in negotiations regarding such proposal; provided that the Company (x) shall not, and shall not allow any of its Subsidiaries or any Representative of any the Company or its Subsidiaries to, disclose any information to such Person without first entering into a confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person by or on behalf of any of the Company or its Subsidiaries, which shall contain terms at least as restrictive on such other Person as those contained in the Confidentiality Agreement and (y) shall promptly provide to Parent or its Representatives any information concerning the Company or its Subsidiaries provided to such other Person which was not previously provided to Parent.

Certain Permitted Actions. Notwithstanding Sections 6.4(aSection 6.4(b) (No Solicitation or Negotiation) and 6.4(bSection 6.4(c) (Notice) or any other provision of this Agreement to the contrary, at any time following the Go-Shop Period End Date and prior to the Approval Time, if (i) the Company or any of its Subsidiaries receives an unsolicited bona fide offer that is an Acquisition Proposal from a third party, (ii) neither the Company nor its Subsidiaries nor any of their respective its Representatives shall have directly or indirectly violated or breached any of the provisions set forth in Sections 6.4(aSection 6.4(b) (No Solicitation or Negotiation), 6.4(bSection 6.4(c) (Notice) or Section 6.6(b6.6(a) (Company Board Recommendation and Other ActionsStockholders Meeting), in a manner that resulted in the submission of such Acquisition Proposal, (iii) the Company Board determines in good faith, after consultation with its financial advisors and outside counselcounsel and upon recommendation of the Special Committee, that such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal Proposal, and (iv) after consultation with its outside counsel, the Company Board determines in good faith that such action is necessary to comply with its fiduciary duties to the stockholders of the Company under applicable Law, the Company Board may (directly or through the Company’s Representatives) (A) furnish non-public information with respect to the Company and its Subsidiaries to the Person who made such proposal, and (B) participate in negotiations regarding such proposal; provided that the Company (x) shall not, and shall not allow any of its Subsidiaries or any Representative of any the Company or its Subsidiaries Representatives to, disclose any non-public information to such Person without first entering into a confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person by or on behalf of any of the Company or its Subsidiaries, which shall contain terms at least as restrictive on such other Person as those contained in the an Acceptable Confidentiality Agreement and (y) shall promptly provide to Parent or its Representatives any material non-public information concerning the Company or its Subsidiaries provided to such other Person which was not previously provided to Parent.