Common use of Discussions Clause in Contracts

Discussions. Notwithstanding anything to the contrary in Section 5.02(a) or any other provision hereof, if (i) at any time prior to obtaining the Company Stockholder Approval, the Company or any of its Representatives receives a bona fide written Company Acquisition Proposal from any Person or group of Persons, which Company Acquisition Proposal did not result from any breach of Section 5.02, and (ii) in the case of the following clauses (A), (B) and (C), the Company Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that such bona fide written Company Acquisition Proposal constitutes or would reasonably be expected to lead to a Company Superior Proposal and that failure to take such action would be inconsistent with the directors’ fiduciary duties under Applicable Law, then the Company and its Representatives may, following such determination, (A) contact the Person or group of Persons who has made such Company Acquisition Proposal in order to clarify terms for the sole purpose of the Company Board informing itself about such Company Acquisition Proposal, (B) furnish, pursuant to a Company Acceptable Confidentiality Agreement, information (including non-public information) with respect to the Company and its Subsidiaries to the Person or group of Persons who has made such Company Acquisition Proposal; provided that the Company shall promptly (and in any event within 24 hours) provide or make available to Parent any non-public information concerning the Company or its Subsidiaries that is provided or made available, including pursuant to clause (C) below, to any Person given such access which was not previously provided to Parent or its Representatives and (C) engage in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Company Acquisition Proposal.

Discussions. Notwithstanding anything to the contrary in Section 5.02(a) or any other provision hereof, if (i) at any time prior to obtaining the Company Stockholder Approval, the Company or any of its Representatives receives a bona fide written Company Acquisition Proposal from any Person or group of Persons, which Company Acquisition Proposal did not result from any breach of this Section 5.02, and (ii) in the case of the following clauses (A), (B) and (C), the Company Board (or any committee thereof) determines in good faith, after consultation with its financial advisor and outside legal counsel, that such bona fide written Company Acquisition Proposal constitutes or would reasonably be expected to lead to a Company Superior Proposal and that failure to take such action would be inconsistent with the directors’ fiduciary duties under Applicable Law, then the Company and its Representatives may, following such determination, may (A) contact the Person or group of Persons who has made such Company Acquisition Proposal in order to clarify terms for the sole purpose of the Company Board informing itself about such Company Acquisition Proposal, (B) furnish, pursuant to a Company an Acceptable Confidentiality Agreement, information (including non-public information) with respect to the Company and its Subsidiaries to the Person or group of Persons who has made such Company Acquisition Proposal; provided provided, that the Company shall promptly (and in any event within 24 hours) provide or make available to Parent any non-public information concerning the Company or its Subsidiaries that is provided or made available, including pursuant to clause (C) below, available to any Person given such access which was not previously provided to Parent or its Representatives and (C) engage in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Company Acquisition Proposal. Without limiting the generality of the foregoing, the Company acknowledges and agrees that any breach of any of the restrictions set forth in this Section 5.02 by any Representative of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.02 by the Company.

Discussions. Notwithstanding anything to the contrary in Section 5.02(a) or any other provision hereof, if (i) at any time prior to obtaining the Company Stockholder Approval, the Company or any of its Representatives receives a bona fide written Company Acquisition Proposal from any Person or group of Persons, which Company Acquisition Proposal did not result from any material breach of this Section 5.02, and (ii) in the case of the following clauses (A), (B) and (C), the Company Board (or any committee thereof) determines in good faith, after consultation with its financial advisor advisor(s) and outside legal counsel, that such bona fide written Company Acquisition Proposal constitutes or would is reasonably be expected to lead to a Company Superior Proposal and that failure to take such action would be inconsistent with the directors’ fiduciary duties under Applicable Law, then the Company and its Representatives may, following such determination, may (A) contact the Person or group of Persons who has made such Company Acquisition Proposal in order to clarify terms for the sole purpose of the Company Board informing itself about such Company Acquisition Proposal, (B) furnish, pursuant to a Company an Acceptable Confidentiality Agreement, information (including non-public information) with respect to the Company and its Subsidiaries to the Person or group of Persons who has made such Company Acquisition Proposal; provided provided, that the Company shall promptly (and in any event within 24 hours) provide or make available to Parent any non-public all information concerning the Company or its Subsidiaries that is provided or made available, including pursuant to clause (C) below, available to any Person given such access which was not previously provided to Parent or its Representatives and (C) engage in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Company Acquisition Proposal.

Discussions. Notwithstanding anything to the contrary contained in Section 5.02(a) or any other provision hereof7.2(b), if (i) at any time after the No-Shop Period Start Date and prior to obtaining the Company Stockholder Approval, the Company or any of its Representatives receives a bona fide written Company an Acquisition Proposal from any Person or group of PersonsPersons (including, for the avoidance of doubt, from a Person or group of Persons that was an Excluded Party before or at the No-Shop Period Start Date), which Company Acquisition Proposal did not result from any breach of this Section 5.027.2, (i) the Company and its Representatives may contact and engage in discussions with such Person or group of Persons making the Acquisition Proposal or its or their Representatives and financing sources solely to clarify the terms and conditions thereof or to request that any Acquisition Proposal made orally be made in writing or to notify such Person or group of Persons or its or their Representatives of the provisions of this Section 7.2 and (ii) in if the case of the following clauses (A), (B) and (C), the Company Board Special Committee determines in good faith, after consultation with its financial advisor and outside legal counsel, that such bona fide written Company Acquisition Proposal constitutes or would reasonably be expected to lead to a Company Superior Proposal and that failure to take such action would be inconsistent with the directors’ fiduciary duties under Applicable LawProposal, then the Company and its Representatives may, following such determination, may (A) contact the Person or group of Persons who has made such Company Acquisition Proposal in order to clarify terms for the sole purpose of the Company Board informing itself about such Company Acquisition Proposal, (B) furnish, pursuant to a Company an Acceptable Confidentiality Agreement, information (including non-public information) with respect to the Company and its Subsidiaries to the Person or group of Persons who has made making such Company Acquisition ProposalProposal and its or their respective Representatives and financing sources; provided provided, that the Company shall promptly (and in any event within 24 forty-eight (48) hours) provide or make available to Parent any material non-public information concerning the Company or its Subsidiaries that is provided or made available, including pursuant to clause (C) below, to any Person given such access which was not previously provided to Parent or its Representatives and (CB) engage in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Acquisition Proposal and its or their Representatives. Notwithstanding anything to the contrary contained in Section 7.2(b) and this Section 7.2(c), if there is one or more Excluded Parties on the No-Shop Period Start Date, the Company Acquisition Proposaland its Subsidiaries and their respective Representatives may continue to engage in the activities described in Section 7.2(a) from and after the No-Shop Period Start Date and until the Cut Off Time with respect to any such Excluded Party, including with respect to any amended proposal submitted by any such Excluded Party. The Company shall not provide any information that in the good faith judgment of the Company is commercially sensitive non-public information to any competitor in connection with the actions permitted by this Section 7.2(c), other than in accordance with pre-determined “clean room” or other similar procedures designed to limit any adverse effect of the sharing of the information on the Company.

Discussions. Notwithstanding anything to the contrary in Section 5.02(a) or any other provision hereof, if (i) If at any time prior to obtaining the time the Company Stockholder ApprovalShareholder Approval is obtained, the Company or any of its Subsidiaries or any of its or their respective Representatives receives a bona fide written Company unsolicited Acquisition Proposal from any Person or group of Persons, which Company Acquisition Proposal did not result from any breach of Section 5.02, and (ii) in the case of the following clauses (A), (B) and (C)Proposal, the Company Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that such bona fide written Company Acquisition Proposal constitutes or would reasonably be expected to lead to a Company Superior Proposal and that failure to take such action would be inconsistent with the directors’ fiduciary duties under Applicable Law, then the Company and its Representatives may, following such determination, may (Ax) contact the such Person or group of Persons who has made such Company Acquisition Proposal in order solely to clarify the terms for the sole purpose of the Company Board informing itself about such Company Acquisition Proposal, and conditions thereof and (By) furnish, pursuant subject to a Company entering into an Acceptable Confidentiality AgreementAgreement and having provided a true, complete and final executed copy thereof to Parent, furnish information (including non-public non‑public information) with respect to the Company and its Subsidiaries and afford access to the business, properties, assets, books, records and personnel of the Company and its Subsidiaries, to the Person or group of Persons who has made such Company Acquisition Proposal; provided that the Company shall promptly (Proposal and in any event within 24 hours) provide or make available to Parent any non-public information concerning the Company or its Subsidiaries that is provided or made available, including pursuant to clause (C) below, to any Person given such access which was not previously provided to Parent or its Representatives and (C) engage in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Company Acquisition Proposal, if and only if, in the case of clause (y): (A) the Company Board of Directors determines in good faith, after consultation with the Company’s financial advisors and outside legal counsel, that such Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal; (B) such Acquisition Proposal does not result from a breach of this Section 6.4; (C) such Person making the Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to a confidentiality, standstill or similar agreement, restriction or covenant with the Company or any of its Subsidiaries; and (D) any information concerning the Company or its Subsidiaries that is made available to any Person given such access shall have already been or shall promptly (and in any event within 24 hours) be made available to Parent. (ii) The Company agrees that it and its Subsidiaries will not enter into any Contract with any Person subsequent to the date hereof which prohibits them from complying with the terms and conditions of, or providing any information to Parent in accordance with, this Section 6.4(d). The Company represents and warrants to Parent that neither it nor any of its Subsidiaries are party to any agreement with any Person that prohibits it from complying with the terms and conditions of, or providing any information to Parent in accordance with, this Section 6.4(d).

Discussions. Notwithstanding anything to the contrary in Section 5.02(a) or any other provision hereofof this Agreement, if (i) at any time prior to obtaining the Company Stockholder Shareholder Approval, the Company or any of its Representatives receives a bona fide written Company Acquisition Proposal from any Person or group of Persons, which Company Acquisition Proposal did not arise or result from any breach of this Section 5.026.4, and (ii) in the case of the following clauses (A), (B) and (C), the Company Board of Directors (or any committee thereof) determines in good faith, after consultation with its financial advisor advisor(s) and outside legal counsel, that such bona fide written Company Acquisition Proposal constitutes or would reasonably be expected to lead to a Company Superior Proposal and that failure to take such action would reasonably be expected to be inconsistent with the directors’ its fiduciary duties under Applicable applicable Law, then the Company Company, its Subsidiaries and its and their respective Representatives may, following such determination, may (A) contact the Person or group of Persons who has made such Company Acquisition Proposal in order to clarify terms for the sole purpose of the Company Board informing itself about such Company Acquisition Proposal, (B) furnish, pursuant to a Company an Acceptable Confidentiality Agreement, information (including non-public information) with respect to the Company and its Subsidiaries, and afford access to the business, properties, assets, books, records and personnel of the Company and its Subsidiaries to the Person or group of Persons who has made such Company Acquisition Proposal; provided that the Company shall promptly (and in any event within 24 hours) provide or make available to Parent any non-public information concerning the Company or its Subsidiaries that is provided or made available, including pursuant to clause (C) below, available to any Person given such access which was not previously provided to Parent or its Representatives and (CB) engage in in, continue or otherwise participate in discussions or negotiations with and otherwise cooperate with or assist the Person or group of Persons making such Company Acquisition Proposal. If the Company receives a Company Acquisition Proposal from any Person, it and its Representatives may contact such Person solely to clarify the terms and conditions thereof. The Company agrees that it and its Subsidiaries will not enter into any Contract with any Person subsequent to the date hereof which prohibits the Company from complying with the terms and conditions of, or providing any information to Parent in accordance with, this Section 6.4(b). The Company represents and warrants to Parent that neither it nor any of its Subsidiaries are party to any agreement with any Person that prohibits the Company from complying with the terms and conditions of, or providing any information to Parent in accordance with, this Section 6.4(b).

Discussions. Notwithstanding anything to the contrary contained in Section 5.02(a7.02(a) or any other provision hereof, if (i) at any time prior to obtaining the Company Stockholder Shareholder Approval, the Company or any of its Representatives receives a bona fide written Company Acquisition Proposal from any Person or group of Persons, which Company Acquisition Proposal did not result from any breach of this Section 5.027.02, and (ii) in the case of the following clauses (A), (B) and (C), the Board of Directors of the Company Board (or any committee thereof) determines in good faith, after consultation with its financial advisor and outside legal counsel, that such bona fide written Company Acquisition Proposal constitutes or would could reasonably be expected to lead to a Company Superior Proposal and that failure to take such action would be reasonably likely to be inconsistent with the directors’ fiduciary duties under Applicable applicable Law, then the Company and its Representatives may, following such determination, may (A) contact the Person or group of Persons who has made such Company Acquisition Proposal in order to clarify terms for the sole purpose of the Board of Directors of the Company Board informing itself about such Company Acquisition Proposal, (B) furnish, pursuant to a Company an Acceptable Confidentiality Agreement, information (including non-public information) with respect to the Company and its Subsidiaries to the Person or group of Persons who has made such Company Acquisition Proposal; provided provided, that the Company shall promptly (and in any event within 24 hours) provide or make available to Parent any material non-public information concerning the Company or its Subsidiaries that is provided or made available, including pursuant to clause (C) below, available to any Person given such access which was not previously provided to Parent or its Representatives and (C) engage in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Company Acquisition Proposal. The Company shall not provide any commercially sensitive non-public information to any competitor in connection with the actions permitted by this Section 7.02(b) (or be obligated to provide any such information to Parent pursuant to the proviso to clause (B) of this Section 7.02(b)), other than in accordance with “clean room” or other similar procedures designed to limit any adverse effect of the sharing of the information on the Company.