Common use of Certain Permitted Disclosure Clause in Contracts

Certain Permitted Disclosure. Nothing set forth in this Section 7.2 shall prohibit the Company from (i) 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 outside legal counsel has determined is required by applicable Law; or (iii) making any “stop, look and listen” communication of the type contemplated by Rule 14d-9(f) under the Exchange Act and such disclosures and communications shall not constitute a Change of Recommendation; provided, however, that if any such disclosure or communication does not reaffirm the Company Recommendation in such disclosure or communication or has the effect of withdrawing, qualifying or modifying the Company Recommendation in a manner adverse to Parent, such disclosure or communication shall constitute a Change of Recommendation.

Certain Permitted Disclosure. Nothing set forth contained in this Section 7.2 6.2 shall prohibit the Company from (i) disclosing a position contemplated by Rule 14d-9, Rule 14e-2(a)(2) complying with its disclosure obligations under Israeli or (3) United States federal or Item 1012(a) of Regulation M-A under the Exchange Act; state Law with regard to an Acquisition Proposal or (ii) making any disclosure to the holders of Shares (including regarding the businessits shareholders, financial condition or results or operations of in each case, if the Company Board determines in good faith (after consultation with and receiving advice of its Subsidiariesoutside legal counsel) that the Company Board, after consultation with outside legal counsel has determined is required by failure to do so would violate the directors’ fiduciary duties under applicable Law; provided, however, that any such disclosure or statement that constitutes or contains a Change of Recommendation shall be subject to Section 6.2(d) and Parent shall have the right to terminate this Agreement as set forth in Section 8.3(a) unless the Company expressly and promptly (iiiand in any event within 24 hours) making any reaffirms in a public statement the Company Recommendation; 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 and such disclosures and communications shall not constitute a Change of Recommendation; provided, however, that if any such disclosure or communication does not reaffirm the Company Recommendation in such disclosure or communication or has the effect of withdrawing, qualifying or modifying the Company Recommendation in a manner adverse be deemed to Parent, such disclosure or communication shall constitute be a Change of Recommendation.

Certain Permitted Disclosure. Nothing set forth contained in this Section 7.2 6.2 shall be deemed to prohibit the Company from (i) disclosing complying with its disclosure obligations under United States federal or state Law, or other applicable Laws, with regard to an Acquisition Proposal; provided, however, that if such disclosure includes a position contemplated by Rule 14d-9, Rule 14e-2(a)(2) Company Adverse Recommendation or (3) has the substantive effect of withdrawing 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 adversely modifying the Company Recommendation, such disclosure shall be deemed a Company Adverse Recommendation. Parent and its SubsidiariesMerger Sub shall have the right to terminate this Agreement as set forth in Section 8.1(c)(ii) (it being understood that a statement by the Company Boardthat describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto, after consultation with outside legal counsel has determined is required by applicable Law; or (iii) making any “stop, look and or listen” communication of that contains only the type contemplated by information set forth in Rule 14d-9(f) under the Exchange Act and such disclosures and communications shall not constitute be deemed a Change of Recommendation; provided, however, that if any such disclosure Company Adverse Recommendation or communication does not reaffirm be deemed to have the Company Recommendation in such disclosure or communication or has the substantive effect of withdrawing, qualifying withdrawing or adversely modifying the Company Recommendation in a manner adverse to Parent, such disclosure or communication shall constitute a Change of Recommendation).

Certain Permitted Disclosure. Nothing set forth contained in this Section 7.2 5.03 shall prohibit the Company from (i) disclosing a position contemplated by Rule 14d-9, Rule 14e-2(a)(2) complying with its disclosure obligations under United States federal or (3) state Law with regard to an Alternative Proposal or Item 1012(a) of Regulation M-A under the Exchange ActAdverse Recommendation Change; (ii) making any disclosure to its shareholders if the holders of Shares Company Board (including regarding acting upon the business, financial condition or results or operations recommendation of the Company Special Committee) or the Special Committee determines in good faith (after consultation with and receiving advice of its Subsidiariesoutside legal counsel) that the Company Board, after consultation failure to do so would reasonably be likely to be inconsistent with outside legal counsel has determined is required by the directors’ fiduciary duties under applicable Law; provided, however, that if such disclosure has the substantive effect of withdrawing or 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 8.01(f) unless the Company reaffirms the Company Recommendation; (iii) making any or issuing a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act and such disclosures and communications Act, which shall not constitute a Change of Recommendation; provided, however, that if any such disclosure or communication does not reaffirm the Company be deemed to be an Adverse Recommendation in such disclosure or communication or has the effect of withdrawing, qualifying or modifying the Company Recommendation in a manner adverse to Parent, such disclosure or communication shall constitute a Change of RecommendationChange.

Certain Permitted Disclosure. Nothing set forth contained in this Section 7.2 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 14d-914e-2(a), Rule 14e-2(a)(2) or (3) 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act; Act or (ii) making any disclosure to the holders of Shares (including regarding the business, financial condition or results or operations stockholders of the Company and its Subsidiaries) that the Company Board, after consultation with outside legal counsel has determined is required by applicable Law; provided, however, that if such disclosure has the substantive effect of withholding or (iii) making any 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 and such disclosures and communications shall not constitute a Change of Recommendation; provided, however, that if any such disclosure or communication does not reaffirm the Company Recommendation in such disclosure or communication or has the effect of withdrawing, qualifying or modifying the Company Recommendation in a manner adverse be deemed to Parent, such disclosure or communication shall constitute be a Change of Recommendation.