Common use of Certain Disclosures Clause in Contracts

Certain Disclosures. Nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); or (ii) making any disclosure to the Company Stockholders as required by applicable Law, regulation or stock exchange rule or listing agreement, it being understood that (1) any such statement or disclosure made by the Company Board (or a committee thereof) pursuant to this Section 6.3(g) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of Parent under this Section 6.3, and (2) nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 6.3(e). In addition, it is understood and agreed that, for purposes of this Agreement, a factually accurate required public statement by the Company or the Company Board (or a committee thereof) that solely describes the Company’s receipt of an Acquisition Proposal, the identity of the Person making such Acquisition Proposal, the material terms of such Acquisition Proposal and the operation of this Agreement with respect thereto will not be deemed to be a Company Board Recommendation Change.

Certain Disclosures. Nothing So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; or (iiiii) making any disclosure to the Company Stockholders as required by applicable Law(including regarding the business, regulation financial condition or stock exchange rule or listing agreement, it being understood results of operations of the Company and its Subsidiaries) that (1) any such statement or disclosure made by the Company Board (or a committee thereof) pursuant to this Section 6.3(g) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of Parent under this Section 6.3), and (2) nothing after consultation with outside counsel, has determined in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 6.3(e)good faith is required by applicable Law. In addition, so long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then it is understood and agreed that, for purposes of this Agreement, a factually accurate required public statement by the Company or the Company Board solely that (or a committee thereofA) that solely describes the Company’s receipt of an Acquisition Proposal, the identity of ; (B) identifies the Person making such Acquisition Proposal, ; (C) provides the material terms of such Acquisition Proposal and Proposal; or (D) describes the operation of this Agreement with respect thereto will not be deemed to be (1) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify or modify, the Company Board Recommendation; (2) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3) a Company Board Recommendation Change.

Certain Disclosures. Nothing Except to the extent expressly provided in this Section 7.3, nothing in this Section 7.3 or elsewhere in this Agreement will shall prohibit the Company or Company, the Company Board (or a committee thereof) from their Representatives from: (i) taking and disclosing to the stockholders of the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act Act, making a statement contemplated by Item 1012(a) of Regulation M-A or complying with Rule 14d-9 promulgated under the Exchange Act, including a Act or making any “stop, look and listen” communication by to the stockholders of the Company pending disclosure of its position thereunder; provided, that any such disclosure does not contain an Adverse Recommendation Change; (ii) disclosing to the Company’s stockholders any factual information regarding the business, financial condition or results of operations of the Acquired Companies or the fact that a Competing Proposal has been made, the identity of the Person making such Competing Proposal or the material terms of such Competing Proposal, in each case, that the Company Board determines in good faith (or a committee thereofafter consultation with the Company’s outside legal counsel) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated that such disclosure is required under the Exchange Act applicable Law (or any substantially similar communication); or (ii) making any disclosure to the Company Stockholders as required by applicable Law, regulation or stock exchange rule or listing agreement, it being understood that disclosure under this clause (1ii) any such statement or disclosure made by the Company Board (or a committee thereof) pursuant to this Section 6.3(g) must be subject to the terms and conditions of this Agreement and will shall not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of Parent under this Agreement and no such disclosure shall, taken by itself, be deemed to be an Adverse Recommendation Change); or (iii) communicating in writing with any Person (or the Representatives of such Person) to the extent necessary to direct such Person to the provisions of this Section 6.37.3; provided, however, that (A) the Company Board (or any committee thereof) shall not make an Adverse Recommendation Change, except in accordance with Section 7.3(e), and (2B) any such statement or disclosure made by the Company or the Company Board (or a committee thereof) pursuant to this sentence must be subject to the terms and conditions of this Agreement and that nothing in the foregoing will be deemed to permit the Company or the Company Board (or a any committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 6.3(e). In addition, it is understood and agreed that, for purposes of this Agreement, a factually accurate required public statement by the Company or the Company Board (or a committee thereof) that solely describes the Company’s receipt of an Acquisition Proposal, the identity of the Person making such Acquisition Proposal, the material terms of such Acquisition Proposal and the operation of this Agreement with respect thereto will not be deemed to be a Company Board Adverse Recommendation Change.

Certain Disclosures. Nothing contained in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act (or complying any similar communication in connection with Rule 14d-9 promulgated under the Exchange Actmaking or amendment of a tender offer or exchange offer), including making a customary “stop, look and -look-and-listen” communication by the Company Board (or a committee thereof) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); ) or (ii) from making any disclosure disclosures to the Company Stockholders as required pursuant to applicable securities Laws with regard to the Transactions or an Acquisition Proposal and any communication by applicable Lawthe Company or the Company Board pursuant to this Section 5.3(g) shall not be deemed to be a Company Board Recommendation Change; provided, regulation that the foregoing shall in no way eliminate or stock exchange rule or listing agreement, modify the effect that such disclosure would otherwise have under this Agreement and it being understood that (1) any such statement or disclosure made by the Company Board (or a committee thereof) pursuant to this Section 6.3(g5.3(g) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of Parent under this Section 6.35.3, and (2) it being further understood that nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 6.3(e5.3(e). In addition, it is understood and agreed that, for purposes of this Agreement, a factually accurate required public statement by the Company or the Company Board (or a committee thereof) that solely describes the Company’s receipt of an Acquisition Proposal, the identity of the Person making such Acquisition Proposal, the material terms of such Acquisition Proposal and the operation of this Agreement with respect thereto will not be deemed to be a Company Board Recommendation Change.

Certain Disclosures. Nothing Notwithstanding anything in this Agreement will to the contrary, nothing herein shall prohibit the Company or any of its Subsidiaries or the Company Board (or a committee thereof) or the Special Committee from (i) taking and disclosing to the stockholders of the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) or the Special Committee to the stockholders of the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act, (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act (or any substantially similar communication); or (iiiii) making any disclosure to stockholders of the Company Stockholders as required by that the Company Board (or a committee thereof) or the Special Committee determines in good faith, after consultation with outside legal counsel, that the failure to make such disclosure would reasonably be expected to be inconsistent with applicable Law, regulation or stock exchange rule or listing agreement, it being understood that (1) any such statement or disclosure made by the Company Board (or a committee thereof) pursuant to this Section 6.3(g) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of Parent under this Section 6.3, and (2) nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 6.3(e). In addition, it It is understood and agreed that, for purposes of this Agreement, a factually accurate required public statement by the Company or the Company Board (or a committee thereof) or the Special Committee that solely describes the Company’s receipt of an Acquisition ProposalProposal received in accordance with this Agreement, the identity of the Person or group making such Acquisition Proposal, the material terms of such Acquisition Proposal and or the operation of this Agreement with respect thereto will shall not be deemed to be a Company Board Recommendation Change, provided that such public statement expressly states that the Company Board Recommendation has not changed.

Certain Disclosures. Nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in this Section 5.3; or (iiiv) making any disclosure to the Company Stockholders as required by (including regarding the business, financial condition or results of operations of the Company and its Subsidiaries) that the Company Board has determined to make in good faith in order to comply with applicable Law, regulation or stock exchange rule or listing agreementlaw, it being understood that (1) any such statement or disclosure made by the Company Board (or a committee thereof) pursuant to this Section 6.3(g5.3(g) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of Parent under this Section 6.35.3, and (2) it being understood that nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 6.3(e5.3(e). In addition, it is understood and agreed that, for purposes of this Agreement, a factually accurate required public statement Any disclosure by the Company or the Company Board (or a committee thereof) that solely describes the Company’s receipt of relating to an Acquisition Proposal, the identity of the Person making such Acquisition Proposal, the material terms of such Acquisition Proposal and the operation of this Agreement with respect thereto will not shall be deemed to be a Company Board Recommendation ChangeChange unless the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure.

Certain Disclosures. Nothing contained in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act (or complying any similar communication in connection with Rule 14d-9 promulgated under the Exchange Actmaking or amendment of a tender offer or exchange offer), including making a customary “stop, look and -look-and-listen” communication by the Company Board (or a committee thereof) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); ) or (ii) from making any disclosure disclosures to the Company Stockholders as required by applicable Law, regulation securities Laws with regard to the Transactions or stock exchange rule or listing agreementan Acquisition Proposal, it being understood that (1) any such statement or disclosure made by the Company Board (or a committee thereof) pursuant to this Section 6.3(g5.3(f) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of Parent under this Section 6.35.3, and (2) it being understood that nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 6.3(e5.3(c). In addition, it is understood and agreed that, for purposes of this Agreement, a factually accurate required public statement by the Company or the Company Board (or a committee thereof) that solely describes the Company’s receipt of an Acquisition Proposal, the identity of the Person making such Acquisition Proposal, the material terms of such Acquisition Proposal and the operation of this Agreement with respect thereto will not be deemed to be a Company Board Recommendation Change.

Certain Disclosures. Nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in this Section 5.3; or (iiiv) making any disclosure to the Company Stockholders as required by (including regarding the business, financial condition or results of operations of the Company Group) that the Company Board has determined to make in good faith in order to comply with applicable Lawlaw, regulation or stock exchange rule or listing agreementrule, it being understood that (1) any such statement or disclosure made by the Company Board (or a committee thereof) pursuant to this Section 6.3(g5.3(g) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any a committee thereof) and the rights of Parent under this Section 6.35.3, and (2) it being understood that nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 6.3(e5.3(e). In addition, it is understood and agreed that, for purposes of this Agreement, a factually accurate required public statement by the Company or the Company Board (or a committee thereof) that solely only describes the Company’s receipt of an Acquisition Proposal, the identity of the Person making such Acquisition Proposal, the material terms of such Acquisition Proposal and the operation of this Agreement with respect thereto and is otherwise permitted pursuant to the immediately preceding sentence, will not be deemed to be a Company Board Recommendation Change.

Certain Disclosures. Nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof) the Special Committee from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) the Special Committee to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; or (iiiii) making any disclosure to the Company Stockholders with respect to an Acquisition Proposal as required by applicable Law, regulation or stock exchange rule or listing agreement; provided, it being understood that the Company Board or the Special Committee, as applicable, shall publicly reaffirm the Company Board Recommendation in such disclosure and nothing in the foregoing will be deemed to permit the Company or the Company Board or the Special Committee to effect a Company Board Recommendation Change other than in accordance with Section 5.3(d), and any public disclosure (1other than any “stop, look and listen” statement) by the Company or the Company Board and the Special Committee thereof relating to any determination or other action by the Company Board or the Special Committee with respect to any Acquisition Proposal shall be deemed to be a Company Board Recommendation Change unless the Company Board or the Special Committee, as applicable, expressly publicly reaffirm the Company Board Recommendation in such disclosure; provided, further, that any such statement or disclosure made by the Company Board (or a committee thereof) the Special Committee pursuant to this Section 6.3(g5.3(f) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect modify the effect, if any, that any such action has under this Agreement or the obligations of the Company or the Company Board (or any committee thereof) the Special Committee and the rights of Parent under this Section 6.3, and (2) nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 6.3(e). In addition, it is understood and agreed that, for purposes of this Agreement, a factually accurate required public statement by the Company or the Company Board (or a committee thereof) that solely describes the Company’s receipt of an Acquisition Proposal, the identity of the Person making such Acquisition Proposal, the material terms of such Acquisition Proposal and the operation of this Agreement with respect thereto will not be deemed to be a Company Board Recommendation Change5.3.

Certain Disclosures. Nothing in this Agreement will prohibit the Company Seller or the Company Seller Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders stockholders of Seller a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Seller Board (or a committee thereof) to the Company Stockholders stockholders of Seller pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in this Section 3.13; (iv) complying with Seller’s disclosure obligations under U.S. federal or state Law with regard to an Acquisition Proposal; or (iiiv) making any disclosure to the Company Stockholders as required by applicable Lawstockholders of Seller (including regarding the business, regulation financial condition or stock exchange rule results of operations of Seller and its Subsidiaries) unrelated to an Acquisition Proposal that the Seller Board (or listing agreementa committee thereof) has determined to make in good faith, it being understood that (1) any such statement or disclosure made by the Company Seller Board (or a committee thereof) pursuant to this Section 6.3(g3.13(f) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company Seller or the Company Seller Board (or any committee thereof) and the rights of Parent Purchaser under this Section 6.33.13, and (2) it being understood that nothing in the foregoing will be deemed to permit the Company Seller or the Company Seller Board (or a committee thereof) to effect a Company Seller Board Recommendation Change other than in accordance with Section 6.3(e3.13(d). In addition, it is understood and agreed that, for purposes of this Agreement, a factually accurate required public statement by the Company or the Company Board (or a committee thereof) that solely describes the Company’s receipt of an Acquisition Proposal, the identity of the Person making such Acquisition Proposal, the material terms of such Acquisition Proposal and the operation of this Agreement with respect thereto will not be deemed to be a Company Board Recommendation Change.

Certain Disclosures. Nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders Shareholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including Act (it being understood that a “stop, look and listen” communication statement by the Company Board (or a committee thereof) to the Company Stockholders Shareholders pursuant to Rule 14d-9(f) under the Exchange Act shall not be deemed to be a Company Board Recommendation Change); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act Act; (iii) in response to an inquiry, responding to inform any Person of the existence of the provisions contained in this Section 5.3; (iv) complying with the Company’s disclosure obligations under U.S. federal or any substantially similar communication); or state Law with regard to an Acquisition Proposal (ii) making any disclosure to the Company Stockholders as required by applicable Law, regulation or stock exchange rule or listing agreement, it being understood that (1) any such statement or disclosure made by the Company Board (or a committee thereof) pursuant to this Section 6.3(g5.3(g)(iv) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of Parent under this Section 6.35.3); or (v) making any disclosure to the Company Shareholders (including regarding the business, financial condition or results of operations of the Company and its Subsidiaries) that the Company Board has determined to make in good faith in order to comply with applicable Law, regulation or stock exchange rule or listing agreement (2it being understood that any such statement or disclosure made by the Company Board pursuant to this Section 5.3(g)(v) nothing in must be subject to the foregoing terms and conditions of this Agreement and will be deemed to permit not limit or otherwise affect the obligations of the Company or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with and the rights of Parent under this Section 6.3(e5.3). In addition; provided, it is understood and agreed that, for purposes the avoidance of doubt, nothing in this Agreement, a factually accurate required public statement by the Company or the Company Board (or a committee thereofSection 5.3(g) that solely describes the Company’s receipt of an Acquisition Proposal, the identity of the Person making such Acquisition Proposal, the material terms of such Acquisition Proposal and the operation of this Agreement with respect thereto will not shall be deemed to be a modify or supplement the definition of Company Board Recommendation Change.

Certain Disclosures. Nothing contained in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act (or complying any similar communication in connection with Rule 14d-9 promulgated under the Exchange Actmaking or amendment of a tender offer or exchange offer), including making a customary “stop, look and -look-and-listen” communication by the Company Board (or a committee thereof) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); ) or (ii) from making any disclosure disclosures to the Company Stockholders as required pursuant to applicable securities Laws with regard to the Transactions or an Acquisition Proposal and no such communication by applicable Lawthe Company or the Company Board permitted by this Section 5.3(f) shall be deemed to be a Company Board Recommendation Change; provided, regulation that the foregoing shall in no way eliminate or stock exchange rule or listing agreement, modify the effect that such disclosure would otherwise have under this Agreement and it being understood that (1) any such statement or disclosure made by the Company Board (or a committee thereof) pursuant to this Section 6.3(g5.3(f) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of Parent under this Section 6.35.3, and (2) it being further understood that nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 6.3(e5.3(c). In addition, it is understood and agreed that, for purposes of this Agreement, a factually accurate required public statement by the Company or the Company Board (or a committee thereof) that solely describes the Company’s receipt of an Acquisition Proposal, the identity of the Person making such Acquisition Proposal, the material terms of such Acquisition Proposal and the operation of this Agreement with respect thereto will not be deemed to be a Company Board Recommendation Change.

Certain Disclosures. Nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in this Section 5.3; or (iiiv) making any disclosure to the Company Stockholders as required by (including regarding the business, financial condition or results of operations of the Company Group) that the Company Board (or a committee thereof) has determined to make in good faith in order to comply with applicable Law, regulation or stock exchange rule or listing agreement, it being understood that (1) any such statement or disclosure made by the Company Board (or a committee thereof) pursuant to this Section 6.3(g5.3(f) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of Parent under this Section 6.35.3, and (2) it being understood that nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 6.3(e5.3(d). In addition, it is understood and agreed that, for purposes of this Agreement, a factually accurate required public statement by the Company or the Company Board (or a committee thereof) that solely describes the Company’s receipt of an Acquisition Proposal, the identity of the Person making such Acquisition Proposal, the material terms of such Acquisition Proposal and the operation of this Agreement with respect thereto will not, in and of itself, be prohibited by this Agreement and will not be deemed to be (x) a withholding, withdrawal, amendment, or modification, or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify or modify, the Company Board Recommendation; (y) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (C) a Company Board Recommendation Change.

Certain Disclosures. Nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders Shareholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including Act (it being understood that a “stop, look and listen” communication statement by the Company Board (or a committee thereof) to the Company Stockholders Shareholders pursuant to Rule 14d-9(f) under the Exchange Act shall not be deemed to be a Company Board Recommendation Change); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act Act; (iii) in response to an inquiry, responding to inform any Person of the existence of the provisions contained in this Section 5.3; (iv) complying with the Company’s disclosure obligations under U.S. federal or any substantially similar communication); or state Law with Table of Contents regard to an Acquisition Proposal (ii) making any disclosure to the Company Stockholders as required by applicable Law, regulation or stock exchange rule or listing agreement, it being understood that (1) any such statement or disclosure made by the Company Board (or a committee thereof) pursuant to this Section 6.3(g5.3(g)(iv) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of Parent under this Section 6.35.3); or (v) making any disclosure to the Company Shareholders (including regarding the business, assets, financial condition, results of operations, properties or liabilities of the Company and its Subsidiaries) that the Company Board has determined to make in good faith in order to comply with applicable Law, regulation or stock exchange rule or listing agreement (2it being understood that any such statement or disclosure made by the Company Board pursuant to this Section 5.3(g)(v) nothing in must be subject to the foregoing terms and conditions of this Agreement and will be deemed to permit not limit or otherwise affect the obligations of the Company or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with and the rights of Parent under this Section 6.3(e5.3). In addition; provided, it is understood and agreed that, for purposes the avoidance of doubt, nothing in this Agreement, a factually accurate required public statement by the Company or the Company Board (or a committee thereofSection 5.3(g) that solely describes the Company’s receipt of an Acquisition Proposal, the identity of the Person making such Acquisition Proposal, the material terms of such Acquisition Proposal and the operation of this Agreement with respect thereto will not shall be deemed to be a modify or supplement the definition of Company Board Recommendation Change.

Certain Disclosures. Nothing contained in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act (or complying any similar communication in connection with Rule 14d-9 promulgated under the Exchange Actmaking or amendment of a tender offer or exchange offer), including making a customary “stop, look and -look-and-listen” communication by the Company Board (or a committee thereof) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); ) or (ii) from making any disclosure disclosures to the Company Stockholders as required by applicable Lawsecurities Laws with regard to the Transactions or an Acquisition Proposal; provided, regulation or stock exchange rule or listing agreement, it being understood that (1) any such statement disclosure that has the effect of withholding, withdrawing, modifying or disclosure made qualifying in any manner adverse to, or failing to make when required by this Agreement, the Company Board (or a committee thereof) pursuant to this Section 6.3(g) must Recommendation shall be subject to the terms and conditions deemed for all purposes of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of Parent under this Section 6.3, and (2) nothing in the foregoing will to be deemed to permit the Company or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than and Parent shall have the right to terminate this Agreement as set forth in accordance with Section 6.3(e). In addition, it is understood and agreed that, for purposes of this Agreement, a factually accurate required public statement by the Company or 8.1(f) unless the Company Board (or expressly publicly reaffirms the Company Board Recommendation in such communication without qualification. To the extent permissible under applicable Law, the Company shall take such actions as it is required to take pursuant to Section 5.3(c) in connection with a committee thereofCompany Board Recommendation Change prior to making any disclosure contemplated by this Section 5.3(f) that solely describes the Company’s receipt of an Acquisition Proposal, the identity of the Person making such Acquisition Proposal, the material terms of such Acquisition Proposal and the operation of this Agreement with respect thereto will not would be or would be deemed to be a Company Board Recommendation Change.