Common use of Certain Permitted Disclosure Clause in Contracts

Certain Permitted Disclosure. Nothing contained in this Agreement shall prohibit the Company, the Company Board or any committee of the Company Board from (i) taking and disclosing to the stockholders of the Company 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 (ii) making any disclosure to the stockholders of the Company that is required by applicable Law; provided, however, that if such disclosure has the substantive effect of withdrawing, adversely qualifying, modifying or failing to make when required by this Agreement the Company Recommendation, such disclosure shall be deemed to be a Change of Recommendation and Parent shall have the right to terminate this Agreement as set forth in Section 8.1(g); it being understood that a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act shall not be deemed to be a Change of Recommendation. To the extent permissible under applicable Law, the Company shall take such actions as it is required to take pursuant to Section 6.2(f) in connection with a Change of Recommendation prior to making any disclosure contemplated by this Section 6.2(g) that would be or would be deemed to be a Change of Recommendation.

Certain Permitted Disclosure. Nothing In addition, nothing contained in this Agreement Section 6.2 shall prohibit the Company, prevent the Company Board or any committee Parent or either of the Company Board their boards of directors from (i) taking and disclosing to the its stockholders of the Company a position contemplated by Rule 14e-2(a)14d-9, Rule 14d-9 or 14e-2(a) and Item 1012(a) of Regulation M-A promulgated under the Exchange Act or from making any legally required disclosure to stockholders with regard to the transactions contemplated by this Agreement (provided that neither the disclosing Party nor its board of directors may effect an Adverse Company Recommendation Change (in the case of the Company) or an Adverse Parent Recommendation Change (in the case of Parent) unless permitted by Section 6.2(d) or Section 6.2(h)) or (ii) making any disclosure issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) under the stockholders of the Company that is required by applicable LawExchange Act; provided, however, that if such any disclosure has the substantive effect of withdrawing, adversely qualifying, modifying or failing to make when required by made in reliance on this Agreement Section 6.2(e) does not reaffirm the Company RecommendationRecommendation (in the case of the Company) or Parent Recommendation (in the case of Parent), such disclosure shall be deemed to be a an Adverse Company Recommendation Change or Adverse Parent Recommendation Change, respectively, and, in the case of an Adverse Company Recommendation and Change, Parent shall have the right to terminate this Agreement as set forth in Section 8.1(g8.4(a); it being understood that a “stop, look and listen” or similar communication and, in the case of the type contemplated by Rule 14d-9(f) under the Exchange Act shall not be deemed to be a Change of Recommendation. To the extent permissible under applicable Lawan Adverse Parent Recommendation Change, the Company shall take such actions have the right to terminate this Agreement as it is required to take pursuant to set forth in Section 6.2(f) in connection with a Change of Recommendation prior to making any disclosure contemplated by this Section 6.2(g) that would be or would be deemed to be a Change of Recommendation8.3(a).

Certain Permitted Disclosure. Nothing contained in this Section 5.4 or elsewhere in this Agreement shall prohibit the Company, the Company Board or any committee of the Company Board from (i) taking and disclosing to the stockholders of the Company a position contemplated by Rule 14e-2(a)14d-9, Rule 14d-9 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act or Act, (ii) making any disclosure to the Company’s stockholders if, in the good faith judgment of the Company that is required by Board or any committee thereof, after consultation with outside legal counsel, the failure to do so would be inconsistent with the fiduciary duties of the Company Board under applicable Law or any disclosure requirements under applicable Law, or (iii) making any disclosure that constitutes a stop, look and listen communication or similar communication of the type contemplated by Section 14d-9(f) promulgated under the Exchange Act; provided, however, that if (1) in no event shall this Section 5.4(d) affect the Company’s obligations specified in Sections 5.4(a) and Section 5.4(b) and (2) any such disclosure has the substantive effect of withdrawing, adversely qualifying, modifying or failing to make when required (other than issuance by this Agreement the Company Recommendation, such disclosure shall be deemed to be a Change of Recommendation and Parent shall have the right to terminate this Agreement as set forth in Section 8.1(g); it being understood that a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act Act) that addresses or relates to the approval, recommendation or declaration of advisability by the Company Board with respect to this Agreement or an Acquisition Proposal shall not be deemed to be a an Adverse Change of Recommendation. To the extent permissible under applicable Law, Recommendation unless the Company shall take such actions as it is required to take pursuant to Section 6.2(f) Board in connection with a such communication publicly states that its recommendation with respect to this Agreement has not changed or refers to the prior recommendation of the Company Board, without disclosing any Adverse Change of Recommendation prior to making any disclosure contemplated by this Section 6.2(g) that would be or would be deemed to be a Change of Recommendation.

Certain Permitted Disclosure. Nothing contained in this Section 4.02 or elsewhere in this Agreement shall prohibit the Company, the Company Board or any committee of the Company Board its Subsidiaries from (i) taking and disclosing complying with its disclosure obligations under U.S. federal or state Law with regard to the stockholders an Acquisition Proposal or Change of the Company a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act Recommendation or (ii) making any disclosure to its stockholders if the stockholders board of directors of the Company or any of its Subsidiaries determines in good faith (after consultation with and receiving advice of its outside legal counsel) that is required by the failure to do so would reasonably be expected to result in a breach of the directors’ fiduciary duties under applicable Law; provided, however, that (A) solely in the case of clause (ii) above, if such disclosure has would be a breach of Section 4.02(c) but for the substantive effect provisions of withdrawingthis Section 4.02(e), adversely qualifying, modifying such disclosure shall be deemed to be a breach of Section 4.02(c) and (B) if such disclosure constitutes the taking of any of the actions set forth in Section 4.02(c)(i) or failing to make when required by this Agreement the Company RecommendationSection 4.02(c)(ii), such disclosure shall be deemed to be a Change of Recommendation and Parent shall have the right to terminate this Agreement as set forth in Section 8.1(g7.01(d)(i); it being understood that . For the avoidance of doubt, the issuance by the Company or the board of directors of the Company of a “stop, look and listen” or similar communication of the type as contemplated by Rule 14d-9(f) promulgated under the Exchange Act (or any similar communication to its stockholders) in which the Company indicates that the board of directors of the Company has not changed the Company Board Recommendation shall not be deemed to be a Change of Recommendation. To the extent permissible under applicable Law, the Company shall take such actions as it is required to take pursuant to Section 6.2(f) in connection with a Change of Recommendation prior to making any disclosure contemplated by this Section 6.2(g) that would be or would be deemed to be constitute a Change of Recommendation.

Certain Permitted Disclosure. Nothing In addition, nothing contained in this Agreement Section 6.2 shall prohibit the Company, prevent the Company Board or any committee Parent or either of the Company Board their boards of directors from (i) taking and disclosing to the its stockholders of the Company a position contemplated by Rule 14e-2(a)14d-9, Rule 14d-9 or 14e-2(a) and Item 1012(a) of Regulation M-A promulgated under the Exchange Act or from making any legally required disclosure to stockholders with regard to the transactions contemplated by this Agreement (provided that neither the disclosing party nor its board of directors may effect an Adverse Company Recommendation Change (in the case of the Company) or an Adverse Parent Recommendation Change (in the case of Parent) unless permitted by Section 6.2(d) or Section 6.2(h)) or (ii) making any disclosure issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) under the stockholders of the Company that is required by applicable LawExchange Act; provided, however, that if such any disclosure has the substantive effect of withdrawing, adversely qualifying, modifying or failing to make when required by made in reliance on this Agreement Section 6.2(e) does not reaffirm the Company RecommendationRecommendation (in the case of the Company) or Parent Recommendation (in the case of Parent), such disclosure shall be deemed to be a an Adverse Company Recommendation Change or Adverse Parent Recommendation Change, respectively, and, in the case of an Adverse Company Recommendation and Change Parent shall have the right to terminate this Agreement as set forth in Section 8.1(g8.4(b)(i); it being understood that a “stop, look and listen” or similar communication and, in the case of the type contemplated by Rule 14d-9(f) under the Exchange Act shall not be deemed to be a an Adverse Parent Recommendation Change of Recommendation. To the extent permissible under applicable Law, the Company shall take such actions have the right to terminate this Agreement as it is required to take pursuant to set forth in Section 6.2(f) in connection with a Change of Recommendation prior to making any disclosure contemplated by this Section 6.2(g) that would be or would be deemed to be a Change of Recommendation8.3(b)(i).

Certain Permitted Disclosure. Nothing Notwithstanding anything to the contrary in this Agreement, nothing contained in this Agreement shall prohibit the Company, any of the Company Board Subsidiaries or any committee of the Company Board from (i) taking and disclosing to the its stockholders of the Company a position with respect to a tender offer contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A Rule 14e-2 promulgated under the Exchange Act or (ii) making any disclosure to the stockholders of if the Company Board determines, after consultation with outside legal counsel, that is required by failure to so disclose such position would constitute a violation of applicable Law; provided, however, provided that if any such disclosure has the substantive effect of withdrawing(other than a “stop, adversely qualifying, modifying or failing to make when required by this Agreement the Company Recommendation, such disclosure look and listen” statement) shall be deemed to be a Change of Recommendation if, after the request of Parent, the Company Board does not expressly and Parent shall have publicly reaffirm the right to terminate this Agreement as set forth in Section 8.1(g); it being understood that a Company Board Recommendation within one Business Day following such request, (ii) making any “stop, look and listen” or similar communication of the type statement contemplated by Rule 14d-9(f) under the Exchange Act or (iii) making any disclosure to the Company’s stockholders if, in the good faith judgment of the Company Board, after consultation with outside legal counsel, failure to so disclose would be inconsistent with its obligations under applicable Laws; provided that any such disclosure (other than a “stop, look and listen” statement) shall not be deemed to be a Change of Recommendation. To Recommendation if, after the extent permissible under applicable Lawrequest of Parent, the Company shall take Board does not expressly and publicly reaffirm the Company Board Recommendation within one Business Day of such actions as it is required to take pursuant to Section 6.2(f) in connection with a Change of Recommendation prior to making any disclosure contemplated by this Section 6.2(g) that would be or would be deemed to be a Change of Recommendationrequest.

Certain Permitted Disclosure. Nothing Notwithstanding anything to the contrary in this Agreement, nothing contained in this Agreement shall prohibit the Company, the Company Board or any committee of the Company Board from (i) taking and disclosing to the its stockholders of the Company a position with respect to a tender offer contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A Rule 14e-2 promulgated under the Exchange Act Act, or from issuing a "stop, look and listen" statement pending disclosure of its position thereunder (none of which, in and of itself, shall be deemed to constitute a Company Board Recommendation Change), or (ii) making any disclosure to the Company's stockholders if, in the good faith judgment of the Company Board, after consultation with outside counsel, failure to so disclose would be reasonably likely to be inconsistent with its fiduciary duties under applicable law; provided that is required by applicable Law; provided, however, that if such disclosure has this Section 6.1(d) shall not permit the substantive effect of withdrawing, adversely qualifying, modifying or failing Company Board to make when required by a Company Board Recommendation Change except to the extent expressly permitted by, and in accordance with, Section 6.1(b). For the avoidance of doubt, this Agreement the Company Recommendation, such disclosure Section 6.1(d) shall not be deemed to be modify the definition of "Company Board Recommendation Change," and if any public disclosure in accordance with this Section 6.1(d) has the effect of a Change of Company Board Recommendation and Change, Parent shall have the right to terminate this Agreement as to the extent set forth in Section 8.1(g8.1(e); it being understood that a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act shall not be deemed to be a Change of Recommendation. To the extent permissible under applicable Law, the Company shall take such actions as it is required to take pursuant to Section 6.2(f) in connection with a Change of Recommendation prior to making any disclosure contemplated by this Section 6.2(g) that would be or would be deemed to be a Change of Recommendation.

Certain Permitted Disclosure. Nothing contained in this Agreement Section 5.2 shall be deemed to prohibit the Company, Company or the Company Board or any committee of the Company Board thereof from (i) taking and disclosing to the stockholders of the Company its shareholders a position contemplated by Rule 14e-2(a)14d-9 and Rule 14e-2 under the Exchange Act, or making any “stop-look-and-listen” communication or similar communication of the type contemplated pursuant to Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act or (ii) making any disclosure to the stockholders of the Company that is if required by applicable Law; provided, however, that if such disclosure has the substantive effect of withdrawing, adversely qualifying, modifying or failing to make when required by this Agreement issuing a press release disclosing the Company Recommendationhas received a bona fide, written Acquisition Proposal that the Company Board has determined in compliance with Section 5.2(a) could reasonably be expected to lead to a Superior Proposal (provided that (A) such Acquisition Proposal did not result from a breach of Section 5.2(a) and (B) the Company provides Parent notice, and a copy of such press release, a reasonable time in advance of such release); provided that any such disclosure shall be deemed to be a an Adverse Recommendation Change if the Company fails to expressly and publicly reaffirm the Company Recommendation in such disclosure or similar communication. For the avoidance of Recommendation and Parent doubt, in no event shall have the right to terminate this Agreement as set forth in Section 8.1(g); it being understood that issuance of a “stop, look and -look-and-listen” or similar communication pursuant to Rule 14d-9 of the type contemplated by Rule 14d-9(f) under the Exchange Act shall not be deemed (or similar statement pursuant to be a Change any requirement of Recommendation. To the extent permissible under applicable Law), the Company shall take such actions as it is required to take pursuant to Section 6.2(f) in connection with a Change of without more, constitute an Adverse Recommendation prior to making any disclosure contemplated by this Section 6.2(g) that would be or would be deemed to be a Change of RecommendationChange.

Certain Permitted Disclosure. Nothing contained in this Agreement shall prohibit the Company, the Company Board or any committee of the Company Board from (i) taking and disclosing to the stockholders of the Company 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 (ii) making any disclosure to the stockholders of the Company that is required by applicable Law; provided, however, that if such disclosure has the substantive effect of withholding or withdrawing, adversely qualifying, modifying or failing to make when required by this Agreement the Company Recommendation, such disclosure shall be deemed to be a Change of Recommendation and Parent shall have the right to terminate this Agreement as set forth in Section 8.1(g); it being understood that a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act shall not be deemed to be a Change of Recommendation; provided, that any such disclosure that has the effect of withholding, withdrawing, modifying or qualifying in any manner adverse to, or failing to make when required by this Agreement, the Company Recommendation shall be deemed for all purposes of this Agreement to be a Change of Recommendation unless the Company Board expressly publicly reaffirms the Company Recommendation in such communication without any qualification. To the extent permissible under applicable Law, the Company shall take such actions as it is required to take pursuant to Section 6.2(f) in connection with a Change of Recommendation prior to making any disclosure contemplated by this Section 6.2(g) that would be or would be deemed to be a Change of Recommendation.

Certain Permitted Disclosure. Nothing In addition, nothing contained in this Agreement Section ‎6.2 shall prohibit the Company, prevent the Company Board or any committee Parent or either of the Company Board their boards of directors from (i) taking and disclosing to the its stockholders of the Company a position contemplated by Rule 14e-2(a)14d-9, Rule 14d-9 or 14e-2(a) and Item 1012(a) of Regulation M-A promulgated under the Exchange Act or from making any legally required disclosure to stockholders with regard to the transactions contemplated by this Agreement (provided that neither the disclosing party nor its board of directors may effect an Adverse Company Recommendation Change (in the case of the Company) or an Adverse Parent Recommendation Change (in the case of Parent) unless permitted by Section ‎6.2(d) or Section ‎6.2(h)) or (ii) making any disclosure issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) under the stockholders of the Company that is required by applicable LawExchange Act; provided, however, that if such any disclosure has the substantive effect of withdrawing, adversely qualifying, modifying or failing to make when required by made in reliance on this Agreement Section ‎6.2(e) does not reaffirm the Company RecommendationRecommendation (in the case of the Company) or Parent Recommendation (in the case of Parent), such disclosure shall be deemed to be a an Adverse Company Recommendation Change or Adverse Parent Recommendation Change, respectively, and, in the case of an Adverse Company Recommendation and Change Parent shall have the right to terminate this Agreement as set forth in Section 8.1(g‎8.4(b)(i); it being understood that a “stop, look and listen” or similar communication and, in the case of the type contemplated by Rule 14d-9(f) under the Exchange Act shall not be deemed to be a an Adverse Parent Recommendation Change of Recommendation. To the extent permissible under applicable Law, the Company shall take such actions have the right to terminate this Agreement as it is required to take pursuant to set forth in Section 6.2(f) in connection with a Change of Recommendation prior to making any disclosure contemplated by this Section 6.2(g) that would be or would be deemed to be a Change of Recommendation‎8.3(b)(i).

Certain Permitted Disclosure. Nothing contained in this Agreement Section 5.3 shall be deemed to prohibit the Company, the Company Board or any committee of the Company Board from (i1) taking and disclosing to the Company’s stockholders of the Company a position with respect to any tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act or any statement contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act or Act, (ii2) making any “stop, look and listen” statement pending disclosure of its position with respect to a Company Acquisition Proposal, or (3) making disclosures to the Company’s stockholders (x) required to be made in the Joint Proxy Statement/Prospectus under applicable federal securities Laws or (y) if the Company Board determines in good faith, after consultation with outside legal counsel, that the failure of the Company that is required by Board to make such disclosure would be inconsistent with the directors’ fiduciary duties under applicable Law; provided, howeverthat, in each case of clauses (1) through (3), any such statement or disclosure shall include an affirmative statement to the effect that the recommendation of the Company Board is affirmed or remains unchanged, and if such statement or disclosure does not include such an affirmative statement or has the substantive effect of withdrawing, withdrawing or adversely qualifying, modifying or failing to make when required by this Agreement the Company Board Recommendation, then such statement or disclosure shall be deemed to be a Company Change of Recommendation in Recommendation; and Parent shall have the right to terminate provided, further, that this Agreement as set forth in Section 8.1(g); it being understood that a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f5.3(h) under the Exchange Act shall not be deemed to be a Change of Recommendation. To the extent permissible under applicable Law, permit the Company or the Company Board to effect a Company Change in Recommendation except in accordance with Section 5.3(f) or Section 5.3(g). The Company shall take such actions as it is required not submit to take pursuant to Section 6.2(f) in connection with a Change the vote of Recommendation its stockholders any Company Acquisition Proposal or Company Superior Proposal prior to making any disclosure contemplated by the termination of this Section 6.2(g) that would be or would be deemed to be a Change of RecommendationAgreement.

Certain Permitted Disclosure. Nothing contained Notwithstanding the foregoing or any other provision of this Agreement to the contrary, nothing in this Agreement shall prohibit the Company, prevent the Company Board or any committee of the Company Board Board, at any time prior to the Approval Time, from (i) taking and disclosing to the Company’s stockholders of the Company a position contemplated by Rule 14d-9 and Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act Act, or (ii) making any disclosure to the Company’s stockholders that the Company Board determines in good faith (after consultation with its outside legal counsel) is required to comply with its fiduciary duties to the Company’s stockholders or as otherwise required by applicable Law provided, that prior to making such disclosure the Company notifies Parent and (i) if such disclosure relates to an Acquisition Proposal, contains a reaffirmation of the Company that is required by applicable Law; provided, however, that Board Determination and the Company Board Recommendation or (ii) if the subject matter of such disclosure has would otherwise be subject to the substantive effect terms of withdrawingSection 6.4(a) (No Solicitation or Negotiation), adversely qualifying, modifying Section 6.4(b) (Notice) or failing to make when required by this Agreement the Section 6.6(b)(ii) (Company RecommendationBoard Recommendation and Other Actions), such disclosure shall be deemed to be a Change of Recommendation and Parent shall have the right to terminate this Agreement as set forth is made in Section 8.1(g); it being understood that a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act shall not be deemed to be a Change of Recommendation. To the extent permissible under applicable Law, the Company shall take such actions as it is required to take pursuant to Section 6.2(f) in connection compliance with a Change of Recommendation prior to making any disclosure contemplated by this Section 6.2(g6.4 (Solicitation by Company) that would and such disclosure shall otherwise be or would be deemed subject to be a Change the terms and conditions of Recommendationthis Agreement.

Certain Permitted Disclosure. Nothing contained in this Agreement Section 6.2 shall be deemed to prohibit the Company, Company or the Company Board or any duly constituted committee of the Company Board thereof from (i) complying with its disclosure obligations under U.S. federal or state Law with regard to an Acquisition Proposal, including taking and disclosing to the Company's stockholders of the Company a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(aRule 14e-2(a) of Regulation M-A promulgated under the Exchange Act (or any similar communication to the Company's stockholders), or (ii) making any disclosure "stop-look-and-listen" communication to the Company's stockholders of pursuant to Rule 14d-9(f) under the Company that is required by applicable LawExchange Act (or any similar communications to the Company's stockholders); provided, however, that if such any public disclosure has the substantive effect of withdrawing, adversely qualifying, modifying or failing to make when required by this Agreement the Company Recommendation, such disclosure shall be deemed to be a Change of Recommendation and Parent shall have the right to terminate this Agreement as set forth in Section 8.1(g); it being understood that a “(other than "stop, look and -look-and-listen” " communications or similar communication communications of the type contemplated by Rule 14d-9(f) under the Exchange Act Act) by the Company or the Company Board or any duly constituted committee thereof that relates to any determination or the approval, recommendation or declaration of advisability by the Company Board or any duly constituted committee thereof with respect to any Acquisition Proposal shall not be deemed to be a Change of Recommendation. To the extent permissible under applicable LawRecommendation unless, in connection with such disclosure, the Company shall take such actions as it is required Board or committee thereof publicly states that its recommendation with respect to take pursuant to Section 6.2(f) in connection with a Change of Recommendation prior to making any disclosure contemplated by this Section 6.2(g) that would be or would be deemed to be a Change of RecommendationAgreement has not changed.