Common use of Go-Shop Clause in Contracts

Go-Shop. Notwithstanding anything in this Agreement to the contrary, during the period beginning on the date of this Agreement and continuing until 11:59 p.m. (New York City time) on the forty-fifth (45th) calendar day after the date of this Agreement (the day beginning at 12:01a.m. (New York City time) immediately following such forty-fifth (45th) calendar day, the "Go-Shop Period End Date"), the Company and its Subsidiaries and their respective directors, officers, employees, investment bankers, attorneys, consultants, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, consultants, accountants and other advisors or representatives, collectively, "Representatives") shall have the right to, directly or indirectly: (i) initiate, solicit and encourage any inquiry or the making of any proposal or offer from any Person that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal and to otherwise facilitate any effort or attempt by any Person to make an Acquisition Proposal, including by way of (A) releasing, waiving, modifying and not enforcing existing standstill provisions in order to make Acquisition Proposals to the Company Board in accordance with the terms hereof until the later of (1) the Go-Shop Period End Date and (2) the earlier of the date on which such Person ceases to be an Excluded Person and the Cut-Off Date and (B) providing access to non-public information to such Person and its Representatives, Affiliates, and prospective equity and debt financing sources, so long as such Person has executed a confidentiality agreement with customary terms, taken as a whole, that are not materially less restrictive to such Person than those contained in the Confidentiality Agreement (as defined in Section 9.8) (it being understood that such confidentiality agreement need not contain a standstill provision that covers, or otherwise prohibit the making, or amendment, of an Acquisition Proposal during, the period described in clause (A) above or, to the extent so determined by the Company in accordance with Section 6.2(j), any period thereafter (any such confidentiality agreement, an "Acceptable Confidentiality Agreement")); provided, that the Company shall substantially concurrently (and in any event within twenty-four (24) hours thereafter) make available to Parent and Merger Sub any non-public information concerning the business, operations, performance or condition of the Company or its Subsidiaries that the Company provides to any such Person that was not previously made available to Parent or Merger Sub; provided, further, that the Company and its Subsidiaries shall not pay, agree to pay or cause to be paid, or reimburse, agree to reimburse or cause to be reimbursed, the expenses of any such Person in connection with any Acquisition Proposal, other than in connection with any Alternative Acquisition Agreement with respect to a Superior Proposal resulting in a valid termination of this Agreement pursuant to Section 8.3(a); (ii) initiate, engage in, continue or otherwise participate in any discussions or negotiations with any Person regarding any Acquisition Proposal; or (iii) otherwise cooperate with, assist or participate in or facilitate any such inquiries, proposals, discussions or negotiations with, or any effort or attempt to make any Acquisition Proposal by, any Person.

Go-Shop. Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, during the period beginning on the date of this Agreement and continuing until 11:59 p.m. (New York City time) on the forty-fifth (45th) calendar day after the date of this Agreement April 10, 2025 (the day beginning at 12:01a.m. (New York City time) immediately following such forty-fifth (45th) calendar day, the "Go“No-Shop Period End Start Date"”), the Company and its Subsidiaries and their respective directors, officers, employees, investment bankers, attorneys, consultants, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, consultants, accountants and other advisors or representatives, collectively, "Representatives") Representatives shall have the right to, directly or indirectly: to (i) solicit, initiate, solicit and knowingly facilitate or knowingly encourage any inquiry inquiries or the making of any proposal or offer from any Person that constitutes, or could that would reasonably be expected to lead to, any Acquisition Proposal; (ii) subject to the entry into, and solely in accordance with, an Acquisition Proposal and Acceptable Confidentiality Agreement, furnish to otherwise facilitate any effort or attempt by any Person to make an Acquisition Proposal, including by way of (A) releasing, waiving, modifying and not enforcing existing standstill provisions in order to make Acquisition Proposals to the Company Board in accordance with the terms hereof until the later of (1) the Go-Shop Period End Date and (2) the earlier of the date on which such Person ceases to be an Excluded Person and the Cut-Off Date and (B) providing access to its Representatives any non-public information relating to the Company or any of its Subsidiaries, in any such Person and its Representatives, Affiliates, and prospective equity and debt financing sources, so long as such Person has executed a confidentiality agreement case in connection with customary terms, taken as a whole, any Acquisition Proposal or any inquiry or proposal that are not materially less restrictive would reasonably be expected to such Person than those contained in the Confidentiality Agreement (as defined in Section 9.8) (it being understood that such confidentiality agreement need not contain a standstill provision that covers, or otherwise prohibit the making, or amendment, of lead to an Acquisition Proposal during, the period described in clause (A) above or, to the extent so determined by the Company in accordance with Section 6.2(j), any period thereafter (any such confidentiality agreement, an "Acceptable Confidentiality Agreement"))Proposal; provided, that the Company shall substantially concurrently (and in any event within twenty-four (24) hours thereafter) make available provide to Parent and Merger Sub any non-public information concerning the business, operations, performance or condition of the Company or its Subsidiaries data that the Company provides is provided to any Person given such Person information or data that was not previously made available to Parent prior to or Merger Sub; providedpromptly (and in any event within 36 hours) following the time it is provided to such Person, further, including that the Company and its Subsidiaries shall not pay, agree to pay may grant a limited waiver under (A) any standstill or cause to be paid, or reimburse, agree to reimburse or cause to be reimbursed, the expenses of any such Person in connection with any Acquisition Proposal, other than in connection with any Alternative Acquisition Agreement similar agreement with respect to Company Common Stock solely to allow such Person to submit or amend an Acquisition Proposal on a Superior Proposal resulting confidential basis to the Company Board or (B) any applicable anti-takeover law or anti-takeover provision in a valid termination the Certificate of this Agreement pursuant Incorporation or the Bylaws; and (iii) subject to Section 8.3(a); (ii) initiatethe entry into, engage inand solely in accordance with, an Acceptable Confidentiality Agreement, continue or otherwise participate in any discussions or negotiations with regarding, or furnish or provide access to any non-public information to any Person regarding any Acquisition Proposal; or (iii) otherwise cooperate with, assist who has made or participate in or facilitate any such inquiries, proposals, discussions or negotiations with, or any effort or attempt would reasonably be expected to make any Acquisition Proposal. From the date hereof until the No-Shop Period Start Date, the Company shall as promptly as reasonably practicable (and, in any event, within 36 hours) notify Parent in writing if any Acquisition Proposal byis received by the Company or any of its Representatives. Such notice must include (i) the identity of the Person or group of Persons making such Acquisition Proposal; and (ii) a summary of the material terms and conditions of any such Acquisition Proposal, including, if applicable, complete copies of any Personrelevant material written documentation or materials received by the Company or any of its Representatives in connection therewith. In addition to such initial notifications, the Company must keep Parent reasonably informed, on a weekly basis, of material changes to the status and terms of all such Acquisition Proposals (including any material amendments thereto).