Common use of Takeover Proposal Clause in Contracts

Takeover Proposal. Company shall, and shall cause its directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not to, directly or indirectly, solicit, initiate, or knowingly take any action to facilitate or encourage the submission of any Takeover Proposal or the making of any proposal that could reasonably be expected to lead to any Takeover Proposal, or (i) encourage, conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company to, afford access to the business, properties, assets, books, or records of the Company to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal; (ii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”), (iii) agree to, approve or recommend an Takeover Proposal. The Company shall cease immediately and cause to be terminated any and all existing activities, discussions, or negotiations, if any, with any third party conducted prior to the date hereof with respect to any Takeover Proposal and shall use its reasonable efforts to cause any such third party (or its agents or advisors) in possession of non-public information in respect of the Company to return or destroy (and confirm destruction of) all such information. Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 5.04 by any Representative of the Company, whether or not such Representative is purporting to act on behalf of the applicable party, shall be deemed to be a breach of this Section 5.04 by the applicable party.

Takeover Proposal. Company Neither the Company, on the one hand, nor the Parent, on the other hand, shall, and each shall cause their respective Subsidiaries and its or its respective Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not to, directly or indirectly, solicit, initiate, or knowingly take any action to facilitate or encourage the submission of any Takeover Proposal or the making of any proposal that could reasonably be expected to lead to any Takeover Proposal, or or, subject to Section 6.4(b): (i) encourage, conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or the Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or the Parent or any of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal; ; (ii) enter into any agreement in principle(A) except where the Company Board or the Parent Board, letter of intentas applicable, term sheetmakes a good faith determination, acquisition agreementafter consultation with its financial advisors and outside legal counsel, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating that the failure to any Takeover Proposal (each, an “Acquisition Agreement”), (iii) agree to, approve or recommend an Takeover Proposal. The Company shall cease immediately and do so would reasonably be expected to cause it to be terminated in breach of its fiduciary duties, amend or grant any and all existing activities, discussions, waiver or negotiations, if any, with release under any third party conducted prior to the date hereof standstill or similar agreement with respect to any Takeover Proposal and shall use its reasonable efforts to cause any such third party (or its agents or advisors) in possession class of non-public information in respect equity securities of the Company to return or destroy (and confirm destruction of) all such information. Without limiting the foregoing, it is understood that any violation of or the taking Parent, as applicable, or any of actions inconsistent with the restrictions set forth in this Section 5.04 by any Representative of the Company, whether or not such Representative is purporting to act on behalf of the applicable party, shall be deemed to be a breach of this Section 5.04 by the applicable party.their respective Subsidiaries; or

Takeover Proposal. The Company shallshall not, and shall direct and cause its Subsidiaries and the Company’s and its Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s ““ Representatives”) not to, directly or indirectly, solicit, initiate, or knowingly take any action to facilitate or encourage the submission of any Takeover Proposal or the making of any proposal that could reasonably be expected to lead to any Takeover Proposal, or or, subject to Section 6.2: (i) encourage, conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or any of its Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or any of its Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or or, to the Knowledge of the Company, its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal; (ii) (A) enter into any agreement in principleexcept where the Company Board makes a good faith determination, letter of intentafter consultation with its financial advisors and outside legal counsel, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating that the failure to any Takeover Proposal (each, an “Acquisition Agreement”), (iii) agree to, approve or recommend an Takeover Proposal. The do so would be reasonably likely to cause the Company shall cease immediately and cause Board to be terminated in breach of its fiduciary duties, amend or grant any and all existing activities, discussions, waiver or negotiations, if any, with release under any third party conducted prior to the date hereof standstill or similar agreement with respect to any Takeover Proposal and shall use its reasonable efforts to cause any such third party (or its agents or advisors) in possession class of non-public information in respect equity securities of the Company to return or destroy any of its Subsidiaries, or (and confirm destruction ofB) all such information. Without limiting the foregoing, it is understood approve any transaction that any violation of or the taking of actions inconsistent with the restrictions set forth would result in this a third party becoming an “interested stockholder” under Section 5.04 by any Representative 203 of the Company, whether or not such Representative is purporting to act on behalf of the applicable party, shall be deemed to be a breach of this Section 5.04 by the applicable party.DGCL; or

Takeover Proposal. Except as may relate to any Excluded Party (for so long as such Person or group is an Excluded Party) or as expressly permitted by this Section 5.04, subject to the terms of Section 5.04(d), from and after the No-Shop Period Start Date, the Company shallshall not, and shall cause its directorsSubsidiaries not to, officers, employees, investment bankers, attorneys, accountants, consultants, and shall not authorize or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not permit its and its Subsidiaries’ Representatives to, directly or indirectly, solicit, initiate, or knowingly take any action to facilitate or encourage the submission of any Takeover Proposal or the making of any proposal that could reasonably be expected to lead to any Takeover Proposal, or or, subject to Section 5.04(d): (i) encourage, conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or any of its Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or any of its Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal; (ii) enter into (A) amend or grant any waiver or release under any standstill or similar agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”), (iii) agree to, approve or recommend an Takeover Proposal. The Company shall cease immediately and cause to be terminated any and all existing activities, discussions, or negotiations, if any, with any third party conducted prior to the date hereof with respect to any Takeover Proposal and shall use its reasonable efforts to cause any such third party (or its agents or advisors) in possession class of non-public information in respect equity securities of the Company to return or destroy any of its Subsidiaries, or (and confirm destruction ofB) all such informationapprove any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL; or (iii) enter into any Company Acquisition Agreement. Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in Except as expressly permitted by this Section 5.04 by any Representative of 5.04, the Company, whether or Company Board shall not such Representative is purporting to act on behalf of the applicable party, shall be deemed to be effect a breach of this Section 5.04 by the applicable partyCompany Adverse Recommendation Change.