Common use of Certain Permitted Disclosure Clause in Contracts

Certain Permitted Disclosure. Nothing set forth in this Agreement shall prohibit the Company from (i) complying with its disclosure obligations under applicable Law, (ii) making any “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act or (iii) making any disclosure to its stockholders if the Company Board determines in good faith, after consultation with the Company’s outside legal counsel, that the failure of the Company Board to make such disclosure would be inconsistent with the directors’ fiduciary duties under applicable Law; provided that no disclosure or communication will be permitted pursuant to this clause (iii) that constitutes a Change of Recommendation or has the effect of any action or communication prohibited by Section 5.2(e)(i) unless the Company Board has complied with Section 5.2(e)(ii) or Section 5.2(e)(iii), as applicable; provided, further, that this Section 5.2(f) shall not be deemed to affect whether any such disclosure described in this this Section 5.2(f) (other than a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) in and of itself would otherwise be deemed to be a Change of Recommendation.

Certain Permitted Disclosure. Nothing set forth in this Agreement Section 7.2 shall prohibit the Company from (i) complying disclosing a position contemplated by Rule 14d-9, Rule 14e-2(a)(2) or (3) or Item 1012(a) of Regulation M-A under the Exchange Act; (ii) making any disclosure to the holders of Shares (including regarding the business, financial condition or results or operations of the Company and its Subsidiaries) that the Company Board, after consultation with its disclosure obligations under outside legal counsel has determined is required by applicable Law, ; or (iiiii) making any “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act or (iii) making any disclosure to its stockholders if the Company Board determines in good faithand such disclosures and communications shall not constitute a Change of Recommendation; provided, after consultation with the Company’s outside legal counselhowever, that the failure of the Company Board to make if any such disclosure would be inconsistent with the directors’ fiduciary duties under applicable Law; provided that no disclosure or communication will be permitted pursuant to this clause (iii) that constitutes a Change of does not reaffirm the Company Recommendation in such disclosure or communication or has the effect of any action withdrawing, qualifying or modifying the Company Recommendation in a manner adverse to Parent, such disclosure or communication prohibited by Section 5.2(e)(i) unless the Company Board has complied with Section 5.2(e)(ii) or Section 5.2(e)(iii), as applicable; provided, further, that this Section 5.2(f) shall not be deemed to affect whether any such disclosure described in this this Section 5.2(f) (other than a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) in and of itself would otherwise be deemed to be constitute a Change of Recommendation.

Certain Permitted Disclosure. Nothing set forth contained in this Agreement shall prohibit the Company from (i) complying taking and disclosing to its stockholders a position with its disclosure obligations respect to any tender offer contemplated by Rule 14d-9 or Rule 14e-2 promulgated under applicable Law, the Exchange Act (or any similar communication to stockholders) or (ii) making any “stoprequired disclosure to the Company’s stockholders if, look and listen” or similar communication in the good faith judgment of the type contemplated by Rule 14d-9(f) under the Exchange Act or (iii) making any disclosure to its stockholders if the Company Board determines in good faithBoard, after consultation with the Company’s outside legal counsel, that it is required to do so under applicable Law or the failure of the Company Board to make such disclosure do so would be inconsistent with the directors’ its fiduciary duties under applicable Law; provided , provided, however, that in no disclosure or communication will be permitted pursuant to event shall this clause (iiiSection 6.1(d) that constitutes a Change affect the obligations of Recommendation or has the effect of any action or communication prohibited by Section 5.2(e)(i) unless the Company Board has complied with Section 5.2(e)(iispecified in Sections 6.1(b) or Section 5.2(e)(iii(c), as applicable; and provided, further, further that this Section 5.2(f) shall not be deemed to affect whether any such disclosure described in this this Section 5.2(f) (other than a “stop, look and listen” communication or similar communication of the type contemplated by Rule Section 14d-9(f) under the Exchange Act) in and of itself would otherwise shall be deemed to be a Change of RecommendationRecommendation unless the Company Board expressly publicly reaffirms its Recommendation (x) in such communication or (y) within 2 Business Days after requested to do so by the Buyer.

Certain Permitted Disclosure. Nothing set forth contained in this Agreement Section 5.03 shall prohibit the Company from (i) complying with its disclosure obligations under applicable Law, United States federal or state Law with regard to an Alternative Proposal or Adverse Recommendation Change; (ii) making any “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act or (iii) making any disclosure to its stockholders shareholders if the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee determines in good faith, faith (after consultation with the Company’s and receiving advice of its outside legal counsel, ) that the failure of the Company Board to make such disclosure do so would reasonably be likely to be inconsistent with the directors’ fiduciary duties under applicable Law; provided provided, however, that no if such disclosure or communication will be permitted pursuant to this clause (iii) that constitutes a Change of Recommendation or has the substantive effect of any action withdrawing or communication prohibited by adversely modifying the Company Recommendation, such disclosure shall be deemed to be an Adverse Recommendation Change and Parent shall have the right to terminate this Agreement as set forth in Section 5.2(e)(i8.01(f) unless the Company Board has complied with Section 5.2(e)(iireaffirms the Company Recommendation; (iii) or Section 5.2(e)(iii), as applicable; provided, further, that this Section 5.2(f) shall not be deemed to affect whether any such disclosure described in this this Section 5.2(f) (other than issuing a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) in and of itself would otherwise , which shall not be deemed to be a Change of Recommendationan Adverse Recommendation Change.

Certain Permitted Disclosure. Nothing set forth contained in this Agreement shall prohibit the Company, the Company Board or any committee of the Company Board from (i) complying with its disclosure obligations 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 applicable Law, 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 or (iii) making any disclosure to its stockholders if the Company Board determines in good faith, after consultation with the Company’s outside legal counsel, that the failure of the Company Board to make such disclosure would be inconsistent with the directors’ fiduciary duties under applicable Law; provided that no disclosure or communication will be permitted pursuant to this clause (iii) that constitutes a Change of Recommendation or has the effect of any action or communication prohibited by Section 5.2(e)(i) unless the Company Board has complied with Section 5.2(e)(ii) or Section 5.2(e)(iii), as applicable; provided, further, that this Section 5.2(f) shall not be deemed to affect whether any such disclosure described in this this Section 5.2(f) (other than a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) in and of itself would otherwise be deemed to be a Change of Recommendation.

Certain Permitted Disclosure. Nothing set forth contained in this Agreement Section 7.2 shall prohibit the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee from (i) complying with its disclosure obligations taking and disclosing a position contemplated by Rule 14d-9, Rule 14e-2(a)(2) or (3) or Item 1012(a) of Regulation M-A promulgated under applicable Lawthe Exchange Act, (ii) making any disclosure that constitutes a “stop, look and listen” or similar communication of the type contemplated by Rule pursuant to Section 14d-9(f) promulgated under the Exchange Act or (iii) making any disclosure to its the stockholders if the Company Board determines in good faith, after consultation with the Company’s outside legal counsel, that the failure of the Company Board to make such disclosure would be inconsistent with the directors’ fiduciary duties under that is required by applicable Law; provided that no disclosure , which actions shall not constitute or communication will be permitted pursuant deemed to this clause (iii) that constitutes constitute a Change of Recommendation or has the effect of any action or communication prohibited by Section 5.2(e)(i) unless the Company Board has complied with Section 5.2(e)(ii) or Section 5.2(e)(iii), as applicableRecommendation; provided, furtherhowever, that this Section 5.2(f(A) shall not be deemed to affect whether any such disclosure described in this this Section 5.2(fpermitted under clause (i) above that relates to an Company Acquisition Proposal (other than a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(fcommunication) under the Exchange Act) in and of itself would otherwise shall be deemed to be a Change of RecommendationCompany Recommendation unless the Company Board (acting upon the recommendation of the Special Committee) expressly publicly reaffirms the Company Recommendation in connection with such disclosure and (B) any Change of Company Recommendation may only be made in accordance with Section 7.2(b).

Certain Permitted Disclosure. Nothing set forth Notwithstanding the foregoing or any other provision of this Agreement to the contrary, nothing in this Agreement shall prohibit prevent the Company or the Company Board, at any time prior to the Approval Time, from (i) complying with its disclosure obligations taking and disclosing to the Company’s stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under applicable Lawthe Exchange Act, or (ii) making any “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act or (iii) making any disclosure to its the Company’s stockholders if that the Company Board determines in good faith, faith (after consultation with its outside legal counsel) is required to comply with its fiduciary duties to the Company’s outside legal counselstockholders or as otherwise required by applicable Law provided, that prior to making such disclosure the failure Company notifies Parent and (i) if such disclosure relates to an Acquisition Proposal, contains a reaffirmation of the Company Board to make Determination and the Company Board Recommendation or (ii) if the subject matter of such disclosure would otherwise be inconsistent with subject to the directors’ fiduciary duties under applicable Law; provided that no disclosure terms of Section 6.4(a) (No Solicitation or communication will be permitted pursuant to this clause Negotiation), Section 6.4(b) (iii) that constitutes a Change of Recommendation or has the effect of any action or communication prohibited by Section 5.2(e)(i) unless the Company Board has complied with Section 5.2(e)(iiNotice) or Section 5.2(e)(iii6.6(b)(ii) (Company Board Recommendation and Other Actions), as applicable; provided, further, that such disclosure is made in compliance with this Section 5.2(f6.4 (Solicitation by Company) shall not be deemed to affect whether any and such disclosure described in this this Section 5.2(f) (other than a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) in and of itself would shall otherwise be deemed subject to be a Change the terms and conditions of Recommendationthis Agreement.

Certain Permitted Disclosure. Nothing set forth contained in this Agreement shall Section 6.3 will be deemed to prohibit the Company from (i) complying with its required disclosure obligations under applicable Law, (ii) making any “stop, look and listen” Law with regard to an Alternative Proposal or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act or (iii) making any disclosure to its the stockholders of the Company if the Company Board determines in good faith, after consultation with the Company’s its outside legal counsel, that the failure of the Company Board to make such disclosure would be inconsistent with the directors’ fiduciary duties or obligations under applicable Law; provided provided, however, that no disclosure or communication will be permitted pursuant to this clause (iii) that constitutes a Change of Recommendation or has neither the effect of any action or communication prohibited by Section 5.2(e)(i) unless Company nor the Company Board has complied (or any committee thereof) will affect any Change of Recommendation, except in accordance with Section 5.2(e)(ii6.3(c) or and Section 5.2(e)(iii6.3(d), as applicable; and provided, further, that this Section 5.2(f) shall not be deemed to affect whether in no event will any such disclosure described in this this Section 5.2(f) (other than a “stop, look and listenStop-Look-and-Listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange ActAct be deemed to be a Change of Recommendation or to violate this Section 6.3. Disclosure of the type described in this Section 6.3(e) (other than the type described in and the second proviso of itself would otherwise the foregoing sentence) that is not an express rejection of any Alternative Proposal or an express confirmation that the Company Board Recommendation remains in effect will be deemed to be a Change of Recommendation.

Certain Permitted Disclosure. Nothing set forth in this Agreement shall prohibit the Company from (i) complying with its disclosure obligations disclosing a position contemplated by Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A under applicable Lawthe Exchange Act, or (ii) making any “stop, look and listen” statement or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act; provided, however, that nothing in this Section 7.2(e) will be deemed to permit the Company, the Company Board or the Special Committee to effect a Change of Recommendation other than in accordance with Section 7.2(d); provided, that it being understood that a disclosure that constitutes only a “stop, look and listen” statement or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act or (iii) making any disclosure to its stockholders if the Company Board determines in good faith, after consultation with the Company’s outside legal counsel, that the failure of the Company Board to make such disclosure would be inconsistent with the directors’ fiduciary duties under applicable Law; provided that no disclosure or communication will be permitted pursuant to this clause (iii) that constitutes a Change of Recommendation or has the effect of any action or communication prohibited by Section 5.2(e)(i) unless the Company Board has complied with Section 5.2(e)(ii) or Section 5.2(e)(iii), as applicable; provided, further, that this Section 5.2(f) shall not be deemed to affect whether any such disclosure described in this this Section 5.2(f) (other than a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) in and of itself would otherwise be deemed to be a Change of Recommendation if it reaffirms the Company Recommendation and a public statement that describes the Company’s receipt of an Acquisition Proposal, that the Company Board and the Special Committee is considering the Acquisition Proposal, that no position has been taken by the Company Board and the Special Committee as to the advisability or desirability of such Acquisition Proposal and the operation of this Agreement with respect thereto will not be deemed a Change of Recommendation.

Certain Permitted Disclosure. Nothing set forth Notwithstanding anything to the contrary in this Agreement, nothing contained in this Agreement shall prohibit the Company or the Company Board from (i) complying taking and disclosing to its stockholders a position with respect to a tender offer contemplated by Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act, or from issuing a "stop, look and listen" statement pending disclosure of its disclosure obligations under applicable Lawposition thereunder (none of which, in and of itself, shall be deemed to constitute a Company Board Recommendation Change), or (ii) making any “stopdisclosure to the Company's stockholders if, look and listen” or similar communication in the good faith judgment of the type contemplated by Rule 14d-9(f) under the Exchange Act or (iii) making any disclosure to its stockholders if the Company Board determines in good faithBoard, after consultation with the Company’s outside legal counsel, failure to so disclose would be reasonably likely to be inconsistent with its fiduciary duties under applicable law; provided that the failure of this Section 6.1(d) shall not permit the Company Board to make such disclosure would be inconsistent with the directors’ fiduciary duties under applicable Law; provided that no disclosure or communication will be permitted pursuant to this clause (iii) that constitutes a Change of Recommendation or has the effect of any action or communication prohibited by Section 5.2(e)(i) unless the Company Board has complied with Recommendation Change except to the extent expressly permitted by, and in accordance with, Section 5.2(e)(ii) or Section 5.2(e)(iii6.1(b). For the avoidance of doubt, as applicable; provided, further, that this Section 5.2(f6.1(d) shall not be deemed to affect whether modify the definition of "Company Board Recommendation Change," and if any such public disclosure described in this accordance with this Section 5.2(f6.1(d) (other than has the effect of a “stopCompany Board Recommendation Change, look and listen” or similar communication of Parent shall have the type contemplated by Rule 14d-9(f) under right to terminate this Agreement to the Exchange Act) extent set forth in and of itself would otherwise be deemed to be a Change of RecommendationSection 8.1(e).

Certain Permitted Disclosure. Nothing set forth contained in this Agreement Section 5.2 shall be deemed to prohibit the Company or the Company Board or any committee thereof from (i) complying with taking and disclosing to its disclosure obligations shareholders a position contemplated by Rule 14d-9 and Rule 14e-2 under applicable Lawthe Exchange Act, (ii) or making any “stop, look and -look-and-listen” communication or similar communication of the type contemplated by pursuant to Rule 14d-9(f) 14d-9 under the Exchange Act or (iiiii) making any disclosure to its stockholders if required by applicable Law, issuing a press release disclosing the Company Board determines in good faithhas received a bona fide, after consultation with the Company’s outside legal counsel, written Acquisition Proposal that the failure of the Company Board to make such disclosure would be inconsistent with the directors’ fiduciary duties under applicable Law; provided that no disclosure or communication will be permitted pursuant to this clause (iii) that constitutes a Change of Recommendation or has the effect of any action or communication prohibited by Section 5.2(e)(i) unless the Company Board has complied determined in compliance with Section 5.2(e)(ii5.2(a) or 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(e)(iii5.2(a) and (B) the Company provides Parent notice, and a copy of such press release, a reasonable time in advance of such release), as applicable; provided, further, provided that this Section 5.2(f) shall not be deemed to affect whether any such disclosure described in this this Section 5.2(f) (other than a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) in and of itself would otherwise shall be deemed to be 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 doubt, in no event shall the issuance of a Change “stop-look-and-listen” communication pursuant to Rule 14d-9 of Recommendationthe Exchange Act (or similar statement pursuant to any requirement of applicable Law), without more, constitute an Adverse Recommendation Change.