Common use of Certain Disclosures Clause in Contracts

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 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 5.4; (iv) complying with the Company’s disclosure obligations under U.S. federal or state Law with regard to an Acquisition Proposal; or (v) making any disclosure to the Company Stockholders unrelated to an Acquisition Proposal (including regarding the business, financial condition or results of operations of the Company and its Subsidiaries) that the Company Board (or a committee thereof) has determined to make in good faith, it being understood that any such statement or disclosure made by the Company Board (or a committee thereof) must be subject to the terms and conditions of this Agreement; provided, that the Company Board may not make a Company Board Recommendation Change except in accordance with Section 5.4(d).

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 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) to the stockholders of 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 5.4; (iv) complying with the Company’s disclosure obligations under U.S. federal or state Law with regard to an Acquisition Proposal5.1; or (viv) making any disclosure to the stockholders of the Company Stockholders unrelated to an Acquisition Proposal (including regarding the business, financial condition or results of operations of the Company and its Subsidiaries) that the Company Board (or a committee thereof) has determined to make in good faithfaith in order to comply with applicable Law, regulation or stock exchange rule or listing agreement, it being understood that any such statement or disclosure made by the Company Board (or a committee thereof) must pursuant to this Section 5.1(f) shall only be subject to made in compliance with the terms and conditions of this Agreement; provided, that Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board may not make (or any committee thereof) and the rights of the Parent under this Section 5.1, 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 except other than in accordance with Section 5.4(d5.1(d).

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 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including making 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 5.4; (iv) complying with the Company’s disclosure obligations under U.S. federal or state Law with regard to an Acquisition Proposal4.3; or (viv) making any disclosure to the Company Stockholders unrelated to an Acquisition Proposal (including regarding the businessas required by applicable Law, financial condition regulation or results of operations of the Company and its Subsidiaries) that the Company Board (stock exchange rule or a committee thereof) has determined to make in good faithlisting agreement, it being understood that (1) any such statement or disclosure made by the Company Board (or a committee thereof) pursuant to this Section 4.3(g) must be subject to the terms and conditions of this Agreement; provided, that Agreement and will not limit or otherwise adversely affect the obligations of the Company or the Company Board may not make (or any committee thereof) and the rights of Parent under this Section 4.3, 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 except other than in accordance with Section 5.4(d4.3(e).

Certain Disclosures. Nothing contained in this Agreement will prohibit the Company or its Subsidiaries or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders holders of Shares 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 Company Special Committee to the Company Stockholders holders of Shares pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication)Act; (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; or (iii) informing any Person of the existence of the provisions contained in this Section 5.4; (iv) complying with the Company’s disclosure obligations under U.S. federal or state Law with regard to an Acquisition Proposal; or (v) making any disclosure to the Company Stockholders unrelated to an Acquisition Proposal (including regarding the businessholders of Shares as required by applicable Law, financial condition regulation or results of operations of the Company and its Subsidiaries) that the Company Board (stock exchange rule or a committee thereof) has determined to make in good faithlisting agreement, it being understood that (1) any such statement or disclosure made by the Company Board (or a committee thereofthe Company Special Committee pursuant to this Section 5.3(f) must be subject to comply with the terms and conditions of this Agreement; provided, that Agreement and will not limit or otherwise affect the obligations of the Company or its Subsidiaries or the Company Board may not make or the Company Special Committee and the rights of Parent under this Section 5.3, and (2) nothing in the foregoing will be deemed to permit the Company or its Subsidiaries or the Company Board or any committee thereof (including the Company Special Committee) to effect a Company Board Recommendation Change except other than in accordance with Section 5.4(d5.3(d).

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 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 5.4; (iv) complying with the Company’s disclosure obligations under U.S. federal or state Law with regard to an Acquisition Proposal5.3; or (viv) making any disclosure to the Company Stockholders unrelated to an Acquisition Proposal (including regarding the businessas required by applicable Law, financial condition regulation or results of operations of the Company and its Subsidiaries) that the Company Board (stock exchange rule or a committee thereof) has determined to make in good faithlisting agreement, it being understood that (1) any such statement or disclosure made by the Company Board (or a committee thereof) pursuant to this Section 5.3(g) must be subject to the terms and conditions of this Agreement; provided, that Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board may not make (or any committee thereof) and the rights of Parent under this Section 5.3, 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 except other than in accordance with Section 5.4(d5.3(e).

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 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) to the stockholders of 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 5.4; (iv) complying with the Company’s disclosure obligations under U.S. federal or state Law with regard to an Acquisition Proposal5.1; or (viv) making any disclosure to the stockholders of the Company Stockholders unrelated to an Acquisition Proposal (including regarding the business, financial condition or results of operations of the Company and its Subsidiaries) that the Company Board (or a committee thereof) has determined to make in good faithfaith in order to comply with applicable Law, regulation or stock exchange rule or listing agreement, it being understood that any such statement or disclosure made by the Company Board (or a committee thereof) must pursuant to this Section 5.1(f) shall only be subject to made in compliance with the terms and conditions of this Agreement; provided, that Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board may not make (or any committee thereof) and the rights of the Parent under this Section 5.1, 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 except other than in accordance with Section 5.4(d5.1(d).. (g)

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 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 5.45.3; (iv) complying with the Company’s disclosure obligations under U.S. federal or state Law with regard to an Acquisition Proposal; or (v) making any disclosure to the Company Stockholders unrelated to an Acquisition Proposal (including regarding the business, financial condition or results of operations of the Company and its Subsidiaries) that the Company Board (or a committee thereof) has determined to make in good faith, it being understood that any such statement or disclosure made by the Company Board (or a committee thereof) must be subject to the terms and conditions of this Agreement; provided, that the Company Board may not make a Company Board Recommendation Change except in accordance with Section 5.4(d).

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 Shareholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or Section 329 of the ICL 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 Shareholders 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 5.4; (iv) complying with the Company’s disclosure obligations under U.S. federal or state Law with regard to an Acquisition Proposal5.3; or (viv) making any disclosure to the Company Stockholders unrelated to an Acquisition Proposal (including regarding the businessShareholders as required by applicable Law, financial condition regulation or results of operations of the Company and its Subsidiaries) that the Company Board (stock exchange rule or a committee thereof) has determined to make in good faithlisting agreement, it being understood that (1) any such statement or disclosure made by the Company Board (or a committee thereof) pursuant to this Section 5.3(g) must be subject to the terms and conditions of this Agreement; provided, that Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board may not make (or any committee thereof) and the rights of Parent under this Section 5.3, 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 except other than in accordance with Section 5.4(d5.3(e).

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 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 5.4; (iv) complying with the Company’s disclosure obligations under U.S. federal or state Law with regard to an Acquisition Proposal‎5.3; or (viv) making any disclosure to the Company Stockholders unrelated to an Acquisition Proposal (including regarding the business, financial condition or results of operations of the Company and its Subsidiaries) that the Company Board (or a committee thereof) has determined to make in good faithfaith in order to comply with applicable law, it being understood that any such statement or disclosure made by the Company Board (or a committee thereofpursuant to this Section ‎5.3(g) must be subject to the terms and conditions of this Agreement; provided, that Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board may not make and the rights of Parent under this Section ‎5.3, it being understood that nothing in the foregoing will be deemed to permit the Company or the Company Board to effect a Company Board Recommendation Change except other than in accordance with Section 5.4(d‎5.3(e).

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 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 5.4; (iv) complying with the Company’s disclosure obligations under U.S. federal or state Law with regard to an Acquisition Proposal5.3; or (viv) making any disclosure to the Company Stockholders unrelated to an Acquisition Proposal (including regarding the businessas required by applicable Law, financial condition regulation or results of operations of the Company and its Subsidiaries) that the Company Board (stock exchange rule or a committee thereof) has determined to make in good faithlisting agreement, it being understood that (1) any such statement or disclosure made by the Company Board (or a committee thereof) pursuant to this Section 5.3(f) must be subject to the terms and conditions of this Agreement; provided, that Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board may not make (or any committee thereof) and the rights of Parent under this Section 5.3, 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 except other than in accordance with Section 5.4(d5.3(d).

Certain Disclosures. Nothing contained in this ‎Section 5.02 or elsewhere in this Agreement will shall prohibit the Company or the Board of Directors of the Company Board (or a any duly authorized committee thereof) thereof 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) 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; Act (iii) informing or any Person of the existence of the provisions contained similar communication to stockholders in this Section 5.4; (iv) complying connection with the Company’s making or amendment of a tender offer or exchange offer) or from making any legally required disclosure obligations under U.S. federal or state Law to stockholders with regard to an Acquisition Proposal; the transactions contemplated by this Agreement or any Takeover Proposal or (vii) making any disclosure “stop, look and listen” communication to the Company Stockholders unrelated to an Acquisition Proposal (including regarding the business, financial condition or results of operations stockholders of the Company and its Subsidiariespursuant to Rule 14d-9(f) that under the Company Board Exchange Act (or a committee thereof) has determined to make in good faithfor the avoidance of doubt, it being understood agreed that any such statement or disclosure made the issuance by the Company or the Board (or a committee thereof) must be subject to the terms and conditions of this Agreement; provided, that Directors of the Company Board may not make or any duly authorized committee thereof of a Company Board “stop, look and listen” statement pending disclosure of its position, as contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act, shall not, in and of itself, constitute an Adverse Recommendation Change); provided that, in each case of clause (i) and (ii), any such action or disclosure that constitutes an Adverse Recommendation Change except may only be made in accordance with Section 5.4(dthe applicable provisions of ‎Section 5.02(f) or ‎Section 5.02(g).