Common use of Certain Permitted Disclosure Clause in Contracts

Certain Permitted Disclosure. In addition, nothing contained in this Section 6.2 shall prevent the Company or Parent or either of their boards of directors from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9, Rule 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) issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) under the Exchange Act; provided, however, that if any disclosure made in reliance on this Section 6.2(e) does not reaffirm the Company Recommendation (in the case of the Company) or Parent Recommendation (in the case of Parent), such disclosure shall be deemed to be an Adverse Company Recommendation Change or Adverse Parent Recommendation Change, respectively, and, in the case of an Adverse Company Recommendation Change, Parent shall have the right to terminate this Agreement as set forth in Section 8.4(a), and, in the case of an Adverse Parent Recommendation Change, the Company shall have the right to terminate this Agreement as set forth in Section 8.3(a).

Certain Permitted Disclosure. In addition, nothing Nothing contained in this Section 6.2 5.4 or elsewhere in this Agreement shall prevent prohibit the Company or Parent or either of their boards of directors from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9, Rule 14e-2(a) and or 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 Act, (ii) issuing making any disclosure to the Company’s stockholders if, in the good faith judgment of the Company 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” listen communication pursuant to Rule or similar communication of the type contemplated by Section 14d-9(f) promulgated under the Exchange Act; provided, however, that if any disclosure made (1) in reliance on no event shall this Section 6.2(e5.4(d) does not reaffirm affect the Company’s obligations specified in Sections 5.4(a) and Section 5.4(b) and (2) any such disclosure (other than issuance by the Company Recommendation (in the case of a “stop, look and listen” or similar communication of the Companytype contemplated by Rule 14d-9(f) under the Exchange Act) that addresses or Parent Recommendation (in relates to the case approval, recommendation or declaration of Parent), such disclosure advisability by the Company Board with respect to this Agreement or an Acquisition Proposal shall be deemed to be an Adverse Change Recommendation unless the Company Recommendation Change or Adverse Parent Recommendation Change, respectively, and, Board in the case of an Adverse Company Recommendation Change, Parent shall have the right connection with such communication publicly states that its recommendation with respect to terminate this Agreement as set forth in Section 8.4(a), and, in has not changed or refers to the case prior recommendation of an Adverse Parent Recommendation Change, the Company shall have the right to terminate this Agreement as set forth in Section 8.3(a)Board, without disclosing any Adverse Change Recommendation.

Certain Permitted Disclosure. In addition, nothing Nothing contained in this Section 6.2 4.02 or elsewhere in this Agreement shall prevent prohibit the Company or Parent or either any of their boards of directors its Subsidiaries from (i) taking and disclosing to complying with its stockholders a position contemplated by Rule 14d-9, Rule 14e-2(a) and Item 1012(a) of Regulation M-A promulgated disclosure obligations under the Exchange Act U.S. federal or from making any legally required disclosure to stockholders state Law with regard to the transactions contemplated by this Agreement (provided that neither the disclosing Party nor its board an Acquisition Proposal or Change 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) issuing making any disclosure to its stockholders if the 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 the failure to do so would reasonably be expected to result in a “stop, look and listen” communication pursuant to Rule 14d-9(f) breach of the directors’ fiduciary duties under the Exchange Actapplicable Law; provided, however, that if any disclosure made in reliance on this Section 6.2(e(A) does not reaffirm the Company Recommendation (solely in the case of clause (ii) above, if such disclosure would be a breach of Section 4.02(c) but for the Company) or Parent Recommendation (in the case provisions of Parentthis Section 4.02(e), such disclosure shall be deemed to be an Adverse Company 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 Section 4.02(c)(ii), such disclosure shall be deemed to be a Change of Recommendation Change or Adverse Parent Recommendation Change, respectively, and, in the case of an Adverse Company Recommendation Change, and Parent shall have the right to terminate this Agreement as set forth in Section 8.4(a7.01(d)(i), and, in . For the case avoidance of an Adverse Parent Recommendation Changedoubt, the issuance by the Company or the board of directors of the Company of a “stop, look and listen” communication 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 have the right to terminate this Agreement as set forth in Section 8.3(a)not constitute a Change of Recommendation.

Certain Permitted Disclosure. In addition, nothing Nothing contained in this Section 6.2 Agreement shall prevent prohibit the Company, the Company Board or Parent or either any committee of their boards of directors the Company Board from (i) taking and disclosing to its the stockholders of the Company a position contemplated by Rule 14d-914e-2(a), Rule 14e-2(a) and 14d-9 or 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) issuing a “stop, look and listen” communication pursuant making any disclosure to Rule 14d-9(f) under the Exchange Actstockholders of the Company that is required by applicable Law; provided, however, that if any such disclosure made in reliance on has the substantive effect of withdrawing, adversely qualifying, modifying or failing to make when required by this Section 6.2(e) does not reaffirm Agreement the Company Recommendation (in the case of the Company) or Parent Recommendation (in the case of Parent)Recommendation, such disclosure shall be deemed to be an Adverse Company a Change of Recommendation Change or Adverse Parent Recommendation Change, respectively, and, in the case of an Adverse Company Recommendation Change, and Parent shall have the right to terminate this Agreement as set forth in Section 8.4(a8.1(g); it being understood that a “stop, and, in look and listen” or similar communication of the case type contemplated by Rule 14d-9(f) under the Exchange Act shall not be deemed to be a Change of an Adverse Parent Recommendation ChangeRecommendation. To the extent permissible under applicable Law, the Company shall have the right take such actions as it is required to terminate take pursuant to Section 6.2(f) in connection with a Change of Recommendation prior to making any disclosure contemplated by this Agreement as set forth in Section 8.3(a)6.2(g) that would be or would be deemed to be a Change of Recommendation.

Certain Permitted Disclosure. In addition, nothing contained in this Section 6.2 ‎6.2 shall prevent the Company or Parent or either of their boards of directors from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9, Rule 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 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(d‎6.2(d) or Section 6.2(h‎6.2(h)) or (ii) issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) under the Exchange Act; provided, however, that if any disclosure made in reliance on this Section 6.2(e‎6.2(e) does not reaffirm the Company Recommendation (in the case of the Company) or Parent Recommendation (in the case of Parent), such disclosure shall be deemed to be an Adverse Company Recommendation Change or Adverse Parent Recommendation Change, respectively, and, in the case of an Adverse Company Recommendation Change, Change Parent shall have the right to terminate this Agreement as set forth in Section 8.4(a‎8.4(b)(i), and, in the case of an Adverse Parent Recommendation Change, Change the Company shall have the right to terminate this Agreement as set forth in Section 8.3(a‎8.3(b)(i).

Certain Permitted Disclosure. In addition, nothing Nothing contained in this Section 6.2 5.3 shall prevent be deemed to prohibit the Company or Parent or either of their boards of directors from (i1) taking and disclosing to its the Company’s stockholders 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 14d-9, Rule 14e-2(a) and Item 1012(a) of Regulation M-A promulgated under the Exchange Act or from Act, (2) 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) issuing a “stop, look and listen” communication pursuant statement pending disclosure of its position with respect to Rule 14d-9(fa 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 Exchange ActCompany Board determines in good faith, after consultation with 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, 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 any such statement or disclosure made in reliance on this Section 6.2(e) does not reaffirm include such an affirmative statement or has the effect of withdrawing or adversely modifying the Company Recommendation (in the case of the Company) Board Recommendation, then such statement or Parent Recommendation (in the case of Parent), such disclosure shall be deemed to be an Adverse a Company Recommendation Change or Adverse Parent Recommendation Changein Recommendation; and provided, respectivelyfurther, and, in the case of an Adverse Company Recommendation Change, Parent that this Section 5.3(h) shall have the right not be deemed to terminate this Agreement as set forth in Section 8.4(a), and, in the case of an Adverse Parent Recommendation Change, 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 have not submit to the right vote of its stockholders any Company Acquisition Proposal or Company Superior Proposal prior to terminate the termination of this Agreement as set forth in Section 8.3(a)Agreement.

Certain Permitted Disclosure. In addition, nothing Nothing contained in this Section 6.2 Agreement shall prevent prohibit the Company, the Company Board or Parent or either any committee of their boards of directors the Company Board from (i) taking and disclosing to its the stockholders of the Company a position contemplated by Rule 14d-914e-2(a), Rule 14e-2(a) and 14d-9 or 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) issuing a “stop, look and listen” communication pursuant making any disclosure to Rule 14d-9(f) under the Exchange Actstockholders of the Company that is required by applicable Law; provided, however, that if any such disclosure made in reliance on has the effect of withholding or withdrawing, adversely qualifying, modifying or failing to make when required by this Section 6.2(e) does not reaffirm Agreement the Company Recommendation (in the case of the Company) or Parent Recommendation (in the case of Parent)Recommendation, such disclosure shall be deemed to be an Adverse Company a Change of Recommendation Change or Adverse Parent Recommendation Change, respectively, and, in the case of an Adverse Company Recommendation Change, and Parent shall have the right to terminate this Agreement as set forth in Section 8.4(a8.1(g); it being understood that a “stop, andlook 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 case Company Recommendation shall be deemed for all purposes of an Adverse Parent this Agreement to be a Change of Recommendation Changeunless 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 have the right take such actions as it is required to terminate take pursuant to Section 6.2(f) in connection with a Change of Recommendation prior to making any disclosure contemplated by this Agreement as set forth in Section 8.3(a)6.2(g) that would be or would be deemed to be a Change of Recommendation.

Certain Permitted Disclosure. In addition, nothing Nothing contained in this Section 6.2 5.4 shall prevent the Company or be deemed to prohibit Parent or either of their boards of directors from (i1) taking and disclosing to its Parent’s stockholders 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 14d-9, Rule 14e-2(a) and Item 1012(a) of Regulation M-A promulgated under the Exchange Act or from Act, (2) 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) issuing a “stop, look and listen” communication pursuant statement pending disclosure of its position with respect to Rule 14d-9(fa Company Acquisition Proposal, or (3) making disclosures to Parent’s stockholders (x) required to be made in the Joint Proxy Statement/Prospectus under applicable federal securities Laws or (y) if the Exchange ActParent Board determines in good faith, after consultation with outside legal counsel, that the failure of the Parent 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 Parent Board is affirmed or remains unchanged, and if any such statement or disclosure made in reliance on this Section 6.2(e) does not reaffirm include such an affirmative statement or has the Company Recommendation (in effect of withdrawing or adversely modifying the case of the Company) Parent Board Recommendation, then such statement or Parent Recommendation (in the case of Parent), such disclosure shall be deemed to be an Adverse Company a Parent Change in Recommendation; and provided, further, that this this Section 5.4(h) shall not be deemed to permit Parent or the Parent Board to effect a Parent Change in Recommendation Change except in accordance with Section 5.4(f) or Adverse Parent Recommendation Change, respectively, and, in the case of an Adverse Company Recommendation Change, Section 5.4(g). Parent shall have not submit to the right vote of its stockholders any Parent Acquisition Proposal or Parent Superior Proposal prior to terminate the termination of this Agreement as set forth in Section 8.4(a), and, in the case of an Adverse Parent Recommendation Change, the Company shall have the right to terminate this Agreement as set forth in Section 8.3(a)Agreement.

Certain Permitted Disclosure. In addition, nothing contained in this Section 6.2 shall prevent the Company or Parent or either of their boards of directors from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9, Rule 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 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) issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) under the Exchange Act; provided, however, that if any disclosure made in reliance on this Section 6.2(e) does not reaffirm the Company Recommendation (in the case of the Company) or Parent Recommendation (in the case of Parent), such disclosure shall be deemed to be an Adverse Company Recommendation Change or Adverse Parent Recommendation Change, respectively, and, in the case of an Adverse Company Recommendation Change, Change Parent shall have the right to terminate this Agreement as set forth in Section 8.4(a8.4(b)(i), and, in the case of an Adverse Parent Recommendation Change, Change the Company shall have the right to terminate this Agreement as set forth in Section 8.3(a8.3(b)(i).