Common use of Permitted Discussions Clause in Contracts

Permitted Discussions. Notwithstanding anything contained in Section 5.02(b), in response to an Acquisition Proposal received prior to obtaining the Company Stockholder Approval, which Acquisition Proposal did not result from any breach of this Section 5.02 and, with respect to clause (ii) of this sentence, shall be a written Acquisition Proposal, (i) the Company and its Representatives may contact such Person or group of Persons making the Acquisition Proposal solely to clarify the terms and conditions thereof or to request that any Acquisition Proposal made orally be made in writing and (ii) if the Company Board 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, then the Company and its Representatives may (A) negotiate and enter into an Acceptable Confidentiality Agreement with the Person or group of Persons making the Acquisition Proposal and furnish pursuant thereto information (including non-public information) with respect to the Company and its Subsidiaries to the Person or group of Persons who has made such Acquisition Proposal; provided, that the Company shall promptly provide to Parent copies of such Acceptable Confidentiality Agreement; provided, further that the Company shall promptly provide to Parent any material non-public information concerning the Company or any of its Subsidiaries that is provided to any Person given such access that was not previously provided to Parent or its Representatives and (B) after entering into an Acceptable Confidentiality Agreement, engage in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Acquisition Proposal. The parties agree that, notwithstanding the commencement of the obligations of the Company under Section 5.02(b) on the No-Shop Period Start Date, the Company, its Subsidiaries and their Representatives may continue to engage in the activities described in Section 5.02(a) with respect to any Excluded Party on or after the No-Shop Period Start Date so long as such Excluded Party remains an Excluded Party, including with respect to any amended or modified Acquisition Proposal submitted by any Excluded Party on or after the No-Shop Period Start Date, and Section 5.02(b) and this Section 5.02(c) shall not apply with respect thereto.

Permitted Discussions. Notwithstanding anything contained the provisions of Paragraph 11.1, the parties agree that in Section 5.02(b)the case of Lxxxxx, in response to an Acquisition Proposal received prior to obtaining the Company Stockholder Approval, which and in the case of Intentia, prior to the satisfaction of the Minimum Acceptance Condition, Paragraph 11.1 shall not prohibit the relevant party from engaging in negotiations or discussions with, or furnish any information regarding itself or its respective businesses and Affiliates to, any person that has made a bona fide unsolicited written Acquisition Proposal did not result from if: (i) neither the relevant party nor any breach of this Section 5.02 and, with respect to clause its respective representatives have previously violated any of the restrictions set forth in Paragraph 11.1; (ii) the board of this sentence, shall be a written Acquisition Proposal, (i) directors of the Company and its Representatives may contact such Person or group of Persons making the Acquisition Proposal solely to clarify the terms and conditions thereof or to request that any Acquisition Proposal made orally be made in writing and (ii) if the Company Board determines relevant party has determined in good faith by majority vote, after consultation with the Company’s its financial advisors advisor and outside legal counsel counsel, that such Acquisition Proposal constitutes is or would is reasonably be expected likely to lead to result in a Superior Proposal; (iii) the board of directors of the relevant party concludes in good faith, then after having taken into account the Company advice of its outside legal counsel, that such action is required in order for the board of directors of the relevant party to comply with its fiduciary obligations to the relevant party’s stockholders under applicable law, listing rules or the Takeover Rules; (iv) at least five (5) business days prior to furnishing any such nonpublic information to, or entering into discussions with, such person, the relevant party gives the other party written notice of the identity of such person and its Representatives may (A) negotiate and of the relevant party’s intention to furnish nonpublic information to, or enter into discussions with, such person, and the relevant party receives from such person an Acceptable Confidentiality Agreement with executed confidentiality agreement containing no less favorable terms than the Person or group of Persons making the Acquisition Proposal and furnish pursuant thereto information (including non-public information) with respect to the Company and its Subsidiaries to the Person or group of Persons who has made such Acquisition Proposal; provided, that the Company shall promptly provide to Parent copies of such Acceptable Confidentiality Agreement; providedand (v) at least five (5) business days prior to furnishing any such nonpublic information to such person, further that the relevant party furnishes such nonpublic information to the other party (to the extent such nonpublic information has not been previously furnished by the Company shall promptly provide to Parent other party). Without limiting the generality of the foregoing, each relevant party acknowledges and agrees that any material non-public information concerning violation of, or the Company or taking of any action inconsistent with, any of the restrictions set forth in the preceding sentence by any of its Subsidiaries that respective representatives, whether or not such representative is provided purporting to any Person given such access that was not previously provided to Parent act on behalf of the relevant party or its Representatives and (B) after entering into an Acceptable Confidentiality Agreementrespective subsidiaries, engage in or otherwise participate in discussions or negotiations with shall be deemed to constitute a breach of Paragraph 11.1 by the Person or group of Persons making such Acquisition Proposal. The parties agree that, notwithstanding the commencement of the obligations of the Company under Section 5.02(b) on the No-Shop Period Start Date, the Company, its Subsidiaries and their Representatives may continue to engage in the activities described in Section 5.02(a) with respect to any Excluded Party on or after the No-Shop Period Start Date so long as such Excluded Party remains an Excluded Party, including with respect to any amended or modified Acquisition Proposal submitted by any Excluded Party on or after the No-Shop Period Start Date, and Section 5.02(b) and this Section 5.02(c) shall not apply with respect theretorelevant party.

Permitted Discussions. Notwithstanding anything contained the provisions of Paragraph 11.1, the parties agree that in Section 5.02(b)the case of Xxxxxx, in response to an Acquisition Proposal received prior to obtaining the Company Stockholder Approval, which and in the case of Intentia, prior to the satisfaction of the Minimum Acceptance Condition, Paragraph 11.1 shall not prohibit the relevant party from engaging in negotiations or discussions with, or furnish any information regarding itself or its respective businesses and Affiliates to, any person that has made a bona fide unsolicited written Acquisition Proposal did not result from if: (i) neither the relevant party nor any breach of this Section 5.02 and, with respect to clause its respective representatives have previously violated any of the restrictions set forth in Paragraph 11.1; (ii) the board of this sentence, shall be a written Acquisition Proposal, (i) directors of the Company and its Representatives may contact such Person or group of Persons making the Acquisition Proposal solely to clarify the terms and conditions thereof or to request that any Acquisition Proposal made orally be made in writing and (ii) if the Company Board determines relevant party has determined in good faith by majority vote, after consultation with the Company’s its financial advisors advisor and outside legal counsel counsel, that such Acquisition Proposal constitutes is or would is reasonably be expected likely to lead to result in a Superior Proposal; (iii) the board of directors of the relevant party concludes in good faith, then after having taken into account the Company advice of its outside legal counsel, that such action is required in order for the board of directors of the relevant party to comply with its fiduciary obligations to the relevant party’s stockholders under applicable law, listing rules or the Takeover Rules; (iv) at least five (5) business days prior to furnishing any such nonpublic information to, or entering into discussions with, such person, the relevant party gives the other party written notice of the identity of such person and its Representatives may (A) negotiate and of the relevant party’s intention to furnish nonpublic information to, or enter into discussions with, such person, and the relevant party receives from such person an Acceptable Confidentiality Agreement with executed confidentiality agreement containing no less favorable terms than the Person or group of Persons making the Acquisition Proposal and furnish pursuant thereto information (including non-public information) with respect to the Company and its Subsidiaries to the Person or group of Persons who has made such Acquisition Proposal; provided, that the Company shall promptly provide to Parent copies of such Acceptable Confidentiality Agreement; providedand (v) at least five (5) business days prior to furnishing any such nonpublic information to such person, further that the relevant party furnishes such nonpublic information to the other party (to the extent such nonpublic information has not been previously furnished by the Company shall promptly provide to Parent other party). Without limiting the generality of the foregoing, each relevant party acknowledges and agrees that any material non-public information concerning violation of, or the Company or taking of any action inconsistent with, any of the restrictions set forth in the preceding sentence by any of its Subsidiaries that respective representatives, whether or not such representative is provided purporting to any Person given such access that was not previously provided to Parent act on behalf of the relevant party or its Representatives and (B) after entering into an Acceptable Confidentiality Agreementrespective subsidiaries, engage in or otherwise participate in discussions or negotiations with shall be deemed to constitute a breach of Paragraph 11.1 by the Person or group of Persons making such Acquisition Proposal. The parties agree that, notwithstanding the commencement of the obligations of the Company under Section 5.02(b) on the No-Shop Period Start Date, the Company, its Subsidiaries and their Representatives may continue to engage in the activities described in Section 5.02(a) with respect to any Excluded Party on or after the No-Shop Period Start Date so long as such Excluded Party remains an Excluded Party, including with respect to any amended or modified Acquisition Proposal submitted by any Excluded Party on or after the No-Shop Period Start Date, and Section 5.02(b) and this Section 5.02(c) shall not apply with respect theretorelevant party.