Acquisition Proposals (a) From the date hereof until the Closing Date or, if earlier, the termination of this Agreement, the Company agrees that (i) it and its officers and directors shall not, (ii) its Subsidiaries and their officers and directors shall not, and (iii) its Representatives and controlled Affiliates shall not, take any action to, directly or indirectly (x) solicit, initiate or knowingly facilitate or encourage, or respond to, any inquiries with respect to, or the making, submission or reaffirmation of any Acquisition Proposal, or (y) engage in any discussions, negotiations or other communications relating to an Acquisition Proposal, or (z) furnish to any Person (other than the Buyer, its officers, directors, employees or Representatives), or provide any Person (other than the Buyer, its officers, directors, employees or Representatives) access to, its properties, Books and Records or any non-public information or data with respect to the Company or its Subsidiaries, this Agreement or any agreement entered into by the Buyer or the Company in connection therewith or the transactions contemplated hereby or thereby. Notwithstanding the foregoing, prior to the approval of the Acquisition and the transactions contemplated by this Agreement by the Company’s stockholders in accordance with this Agreement, the Company may (A) provide access to its properties and Books and Records in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Company’s Board of Directors receives from the party so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement) or (B) engage in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal, if and only to the extent that prior to taking any of the actions set forth in clauses (A) or (B) with respect to an Acquisition Proposal, (x) the Company’s Board of Directors shall have determined in good faith, after consultation with its outside legal counsel and financial advisors, that the failure to take such action would violate the fiduciary duties of the Company’s Board of Directors under applicable Law and that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal from the party that made the applicable Acquisition Proposal and (y) the Company shall have informed the Buyer promptly following (and in no event later than 24 hours after) the taking by it of any such action.
