Common use of Certain Permitted Disclosure Clause in Contracts

Certain Permitted Disclosure. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Agreement shall prohibit the Public Company Board from (i) 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 position thereunder (none of which, in and of itself, shall be deemed to constitute a Public Company Board Recommendation Change), or (ii) making any disclosure to its stockholders if, in the good faith judgment of its board of directors, after consultation with outside counsel, failure to so disclose could be inconsistent with its obligations under applicable law; provided, however, that notwithstanding clauses (i) and (ii) of this Section 6.1(d), in no event shall Public Company, the Public Company Board, or any committee of the Public Company Board, take, or agree or resolve to take, any action prohibited by Section 6.1(b), except as expressly permitted by Section 6.1(b).

Certain Permitted Disclosure. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Agreement shall prohibit the Public Company, any of its Subsidiaries or the Company Board from (i) 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 position thereunder (none of which, in and of itself, shall be deemed to constitute a Public Company Board Recommendation Change), or (ii) making any disclosure to its the Company’s stockholders if, in the good faith judgment of its board of directorsthe Company Board, after consultation with outside counsel, failure to so disclose could would reasonably be expected to be inconsistent with its obligations under applicable law; provided, however, that notwithstanding clauses (i) and (ii) of this Section 6.1(d), in no event shall Public Company, the Public Company Board, or any committee of the Public Company Board, Board take, or agree or resolve to take, any action prohibited by Section 6.1(b), except as expressly permitted by Section 6.1(b).

Certain Permitted Disclosure. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Agreement shall prohibit the Public Company or the Company Board from (i) 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 position thereunder (none of whichany “stop, look and listen” communication, in and of itself, shall not be deemed to constitute a Public Company Board Recommendation Change), or (ii) making any disclosure to its the Company’s stockholders if, in the good faith judgment of its board of directorsthe Company Board, after consultation with outside counsel, failure to so disclose could would be reasonably likely to be inconsistent with its obligations fiduciary duties under applicable law; provided, however, provided that notwithstanding clauses (i) and (ii) of this Section 6.1(d), in no event ) shall Public Company, not permit the Public Company Board, or any committee Board of Directors to make a Company Board Recommendation Change except to the Public Company Board, take, or agree or resolve to take, any action prohibited by Section 6.1(b), except as extent expressly permitted by by, and in accordance with, Section 6.1(b).

Certain Permitted Disclosure. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Agreement shall prohibit the Public Company Board from (i) 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 position thereunder (none of which, in and of itself, shall be deemed to constitute a Public Company Board Recommendation Change), or (ii) making any disclosure to its Public Company’s stockholders if, in the good faith judgment of its board of directorsthe Public Company Board, after consultation with outside counsel, failure to so disclose could be inconsistent with its obligations under applicable law; provided, however, that notwithstanding clauses (i) and (ii) of this Section 6.1(d), in no event shall Public Company, the Public Company Board, or any committee of the Public Company Board, take, or agree or resolve to take, any action prohibited by Section 6.1(b), except as expressly permitted by Section 6.1(b).

Certain Permitted Disclosure. Notwithstanding anything to the contrary Nothing contained in this Section 6.1 or in Section 6.5 (or elsewhere in this Agreement, nothing contained in this Agreement ) shall be deemed to prohibit the Public Company Board from (i) taking and disclosing to its stockholders shareholders a position with respect to a tender offer contemplated required by Rule 14d-9 or 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 Public Company Board Recommendation Change), or (ii) making any required disclosure to its stockholders the Company’s shareholders if, in the good faith judgment of its board of directorsthe Company Board, after consultation with outside counsel, failure to so disclose could disclosure would be inconsistent with its obligations under applicable lawLaw; provided, however, that notwithstanding clauses (i) and (iiif such disclosure has the effect of withdrawing or modifying the Company Board Recommendation in a manner adverse to the Buyer or the approval of this Agreement by the Company Board, the Buyer shall have the right to terminate this Agreement to the extent set forth in Section 8.1(e) of this Agreement and to receive the Termination Fee pursuant to Section 6.1(d8.3(b); provided further, however, that in no event shall Public Company, the Public Company Board, or the Company Board or any committee of the Public Company Board, thereof take, or agree or resolve to take, any action prohibited by Section 6.1(b), except as expressly permitted by Section 6.1(b).

Certain Permitted Disclosure. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Agreement shall prohibit the Public Company, any of its Subsidiaries or the Company Board from (i) 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 position thereunder (none of which, in and of itself, shall be deemed to constitute a Public Company Board Recommendation Change), or (ii) making any disclosure to its the Company’s stockholders if, in the good faith judgment of its board of directorsthe Company Board, after consultation with outside counsel, failure to so disclose could be inconsistent with its obligations under applicable law; provided, however, it being understood that notwithstanding clauses nothing in the foregoing will be deemed to permit the Company or the Company Board (ior a committee thereof) and (ii) of this Section 6.1(d), to effect a Company Board Recommendation Change other than in no event shall Public Company, the Public Company Board, or any committee of the Public Company Board, take, or agree or resolve to take, any action prohibited by Section 6.1(b), except as expressly permitted by accordance with Section 6.1(b).

Certain Permitted Disclosure. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Agreement shall prohibit the Public Company Board from (i) 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 position thereunder (none of which, in and of itself, shall be deemed to constitute a Public Company Board Recommendation Change), or (ii) making any disclosure to its Public Company’s stockholders if, in the good faith judgment of its board of directors, the Public Company Board (after consultation with outside counsellegal counsel and its financial advisors), the failure to so disclose could would be reasonably likely to be inconsistent with its fiduciary obligations to the Public Company stockholders under applicable lawLaw; provided, however, that notwithstanding clauses (i) and (ii) of this Section 6.1(d), in no event shall Public Company, the Public Company Board, or any committee of the Public Company Board, take, or agree or resolve to take, any action prohibited by Section 6.1(a) and Section 6.1(b), except as expressly permitted by Section 6.1(a) and Section 6.1(b).. (e)

Certain Permitted Disclosure. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Agreement shall prohibit the Public Company, any of its Subsidiaries or the Company Board from (i) taking and disclosing to its stockholders the Company’s shareholders 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 position thereunder (none of which, in and of itself, shall be deemed to constitute a Public Company Board Recommendation Change), or (ii) making any disclosure to its stockholders the Company’s shareholders if, in the good faith judgment of its board of directorsthe Company Board, after consultation with outside counsel, failure to so disclose could would be reasonably likely to be inconsistent with its obligations fiduciary duties under applicable law; provided, however, provided that notwithstanding clauses (i) and (ii) of this Section 6.1(d)) shall not permit the Company Board of Directors to make a Company Board Recommendation Change except to the extent expressly permitted by, and in no event shall Public Companyaccordance with, the Public Company Board, or any committee of the Public Company Board, take, or agree or resolve to take, any action prohibited by Section 6.1(b), except as expressly permitted by ) or Section 6.1(b8.1(f).