Common use of Certain Permitted Disclosure Clause in Contracts

Certain Permitted Disclosure. Nothing set forth in this Section 7.2 shall prohibit the Company from (i) disclosing a position contemplated by Rule 14d-9, Rule 14e-2(a)(2) or (3) or Item 1012(a) of Regulation M-A under the Exchange Act; (ii) making any disclosure to the holders of Shares (including regarding the business, financial condition or results or operations of the Company and its Subsidiaries) that the Company Board, after consultation with outside legal counsel has determined is required by applicable Law; or (iii) making any “stop, look and listen” communication of the type contemplated by Rule 14d-9(f) under the Exchange Act and such disclosures and communications shall not constitute a Change of Recommendation; provided, however, that if any such disclosure or communication does not reaffirm the Company Recommendation in such disclosure or communication or has the effect of withdrawing, qualifying or modifying the Company Recommendation in a manner adverse to Parent, such disclosure or communication shall constitute a Change of Recommendation.

Certain Permitted Disclosure. Nothing set forth contained in this Section 7.2 6.2 shall be deemed to prohibit the Company from (i) disclosing complying with its disclosure obligations under United States federal or state Law, or other applicable Laws, with regard to an Acquisition Proposal; provided, however, that if such disclosure includes a position contemplated by Rule 14d-9, Rule 14e-2(a)(2) Company Adverse Recommendation or (3) has the substantive effect of withdrawing or Item 1012(a) of Regulation M-A under the Exchange Act; (ii) making any disclosure to the holders of Shares (including regarding the business, financial condition or results or operations of adversely modifying the Company Recommendation, such disclosure shall be deemed a Company Adverse Recommendation. Parent and its SubsidiariesMerger Sub shall have the right to terminate this Agreement as set forth in Section 8.1(c)(ii) (it being understood that a statement by the Company Boardthat describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto, after consultation with outside legal counsel has determined is required by applicable Law; or (iii) making any “stop, look and or listen” communication of that contains only the type contemplated by information set forth in Rule 14d-9(f) under the Exchange Act and such disclosures and communications shall not constitute be deemed a Change of Recommendation; provided, however, that if any such disclosure Company Adverse Recommendation or communication does not reaffirm be deemed to have the Company Recommendation in such disclosure or communication or has the substantive effect of withdrawing, qualifying withdrawing or adversely modifying the Company Recommendation in a manner adverse to Parent, such disclosure or communication shall constitute a Change of Recommendation).

Certain Permitted Disclosure. Nothing set forth contained in this Section 7.2 Agreement shall prohibit the Company from (i) taking and disclosing to its stockholders a position with respect to any tender offer contemplated by Rule 14d-9, 14d-9 or Rule 14e-2(a)(2) or (3) or Item 1012(a) of Regulation M-A 14e-2 promulgated under the Exchange Act; Act (or any similar communication to stockholders) or (ii) making any required disclosure to the holders Company’s stockholders if, in the good faith judgment of Shares (including regarding the business, financial condition or results or operations of the Company and its Subsidiaries) that the Company Board, after consultation with outside legal counsel has determined counsel, it is required by to do so under applicable Law or the failure to do so would be inconsistent with its fiduciary duties under applicable Law; , provided, however, that in no event shall this Section 6.1(d) affect the obligations of the Company specified in Sections 6.1(b) or (iii) making c); and provided, further that any such disclosure (other than a “stop, look and listen” communication or similar communication of the type contemplated by Rule Section 14d-9(f) under the Exchange Act and such disclosures and communications Act) shall not constitute be deemed to be a Change of Recommendation; provided, however, that if any such disclosure or communication does not reaffirm Recommendation unless the Company Board expressly publicly reaffirms its Recommendation (x) in such disclosure or communication or has (y) within 2 Business Days after requested to do so by the effect of withdrawing, qualifying or modifying the Company Recommendation in a manner adverse to Parent, such disclosure or communication shall constitute a Change of RecommendationBuyer.

Certain Permitted Disclosure. Nothing set forth contained in this Section 7.2 shall be deemed to prohibit the Company from (i) disclosing complying with its disclosure obligations under United States federal or state Law, or other applicable Laws, with regard to an Acquisition Proposal; provided, however, that if such disclosure includes a position contemplated by Rule 14d-9, Rule 14e-2(a)(2) Change of Recommendation or (3) has the substantive effect of withdrawing or Item 1012(a) of Regulation M-A under the Exchange Act; (ii) making any disclosure to the holders of Shares (including regarding the business, financial condition or results or operations of adversely modifying the Company Recommendation, such disclosure shall be deemed to be a Change of Recommendation and its Subsidiaries) Parent and Merger Sub shall have the right to terminate this Agreement as set forth in Section 9.3 (it being understood that a statement by the Company Boardthat describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto, after consultation with outside legal counsel has determined is required by applicable Law; or (iii) making any “stop, look and or listen” communication of that contains only the type contemplated by information set forth in Rule 14d-9(f) under the Exchange Act and such disclosures and communications shall not constitute be deemed a Change of Recommendation; provided, however, that if any such disclosure or communication does not reaffirm the Company Recommendation in such disclosure or communication or has be deemed to have the substantive effect of withdrawing, qualifying withdrawing or adversely modifying the Company Recommendation in a manner adverse to Parent, such disclosure or communication shall constitute a Change of Recommendation.

Certain Permitted Disclosure. Nothing set forth contained in this Section 7.2 Agreement shall prohibit the Company, the Company Board or any committee of the Company Board from (i) taking and disclosing to the stockholders of the Company a position contemplated by Rule 14d-914e-2(a), Rule 14e-2(a)(2) or (3) 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act; Act or (ii) making any disclosure to the holders of Shares (including regarding the business, financial condition or results or operations stockholders of the Company and its Subsidiaries) that the Company Board, after consultation with outside legal counsel has determined is required by applicable Law; provided, however, that if such disclosure has the substantive effect of withholding or (iii) making any withdrawing, adversely qualifying, modifying or failing to make when required by this Agreement the Company Recommendation, such disclosure shall be deemed to be a Change of Recommendation and Parent shall have the right to terminate this Agreement as set forth in Section 8.1(g); it being understood that a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act and such disclosures and communications shall not constitute a Change of Recommendation; provided, however, that if any such disclosure or communication does not reaffirm the Company Recommendation in such disclosure or communication or has the effect of withdrawing, qualifying or modifying the Company Recommendation in a manner adverse be deemed to Parent, such disclosure or communication shall constitute be a Change of Recommendation.

Certain Permitted Disclosure. Nothing set forth contained in this Section 7.2 shall prohibit the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee from (i) taking and disclosing a position contemplated by Rule 14d-9, Rule 14e-2(a)(2) or (3) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act; , (ii) making any disclosure to the holders of Shares (including regarding the business, financial condition or results or operations of the Company and its Subsidiaries) that the Company Board, after consultation with outside legal counsel has determined is required by applicable Law; or (iii) making any constitutes a “stop, look and listen” communication of the type contemplated by Rule pursuant to Section 14d-9(f) promulgated under the Exchange Act and such disclosures and communications or (iii) making any disclosure to the stockholders of the Company that is required by applicable Law, which actions shall not constitute or be deemed to constitute a Change of Company Recommendation; provided, however, that if (A) any such disclosure or communication does not reaffirm permitted under clause (i) above that relates to an Company Acquisition Proposal (other than a “stop, look and listen” communication) shall be deemed a Change of Company Recommendation unless the Company Board (acting upon the recommendation of the Special Committee) expressly publicly reaffirms the Company Recommendation in connection with such disclosure or communication or has the effect and (B) any Change of withdrawing, qualifying or modifying the Company Recommendation may only be made in a manner adverse to Parent, such disclosure or communication shall constitute a Change of Recommendationaccordance with Section 7.2(b).

Certain Permitted Disclosure. Nothing set forth contained in this Section 7.2 6.2 shall prohibit the Company from (i) disclosing a position contemplated by Rule 14d-9, Rule 14e-2(a)(2) complying with its disclosure obligations under Israeli or (3) United States federal or Item 1012(a) of Regulation M-A under the Exchange Act; state Law with regard to an Acquisition Proposal or (ii) making any disclosure to the holders of Shares (including regarding the businessits shareholders, financial condition or results or operations of in each case, if the Company Board determines in good faith (after consultation with and receiving advice of its Subsidiariesoutside legal counsel) that the Company Board, after consultation with outside legal counsel has determined is required by failure to do so would violate the directors’ fiduciary duties under applicable Law; provided, however, that any such disclosure or statement that constitutes or contains a Change of Recommendation shall be subject to Section 6.2(d) and Parent shall have the right to terminate this Agreement as set forth in Section 8.3(a) unless the Company expressly and promptly (iiiand in any event within 24 hours) making any reaffirms in a public statement the Company Recommendation; it being understood that a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act and such disclosures and communications shall not constitute a Change of Recommendation; provided, however, that if any such disclosure or communication does not reaffirm the Company Recommendation in such disclosure or communication or has the effect of withdrawing, qualifying or modifying the Company Recommendation in a manner adverse be deemed to Parent, such disclosure or communication shall constitute be a Change of Recommendation.

Certain Permitted Disclosure. Nothing set forth contained in this Section 7.2 6.2 shall prohibit the Company or the Board from (i) disclosing to the Company’s stockholders a position contemplated by Rule 14d-914e-2(a), Rule 14e-2(a)(2) or (3) or 14d-9 and Item 1012(a) of Regulation M-A promulgated under the Exchange Act; Act or (ii) making any disclosure to the holders of Shares Company’s stockholders if the Board (including regarding the business, financial condition or results or operations of the Company and its Subsidiariesany authorized committee thereof) that the Company Boardreasonably determines in good faith, after consultation with outside legal counsel has determined is required by counsel, that the failure to make such disclosure would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law or violate applicable Law; provided, that any communication permitted by this Section 6.2(g) that would otherwise constitute a Change in Recommendation shall be made only in accordance with this Section 6.2 (it being understood and agreed that any communication that expressly reaffirms the Company Recommendation shall be deemed not to be a Change in Recommendation). The issuance by the Company or (iii) making any the Board of a “stop, look and listen” communication statement pending disclosure of the type its position, as contemplated by Rule 14d-9(fRules 14d-9 and 14e-2(a) promulgated under the Exchange Act and such disclosures and communications Act, shall not constitute a Change of Recommendation; provided, however, that if any such disclosure or communication does not reaffirm the Company Recommendation in such disclosure or communication or has the effect of withdrawing, qualifying or modifying the Company Recommendation in a manner adverse to Parent, such disclosure or communication shall constitute a Change of Recommendation.

Certain Permitted Disclosure. Nothing set forth in this Section 7.2 6.3 shall prohibit the Company or the Company Board from (i) taking and disclosing a position contemplated by Rule 14d-9, Rule 14e-2(a)(2) or (3) or Item 1012(a) of Regulation M-A under the Exchange Act; Act (or any similar communication in connection with the making or amendment of a tender offer or exchange offer), or (ii) making any disclosure to the holders of Shares (including regarding the business, financial condition or results or operations of the Company and its Subsidiaries) that the Company Board, after consultation with outside legal counsel has determined is required by applicable Law; or (iii) making any “stop, look and listen” communication of the type contemplated by Rule 14d-9(f) under the Exchange Act (or any similar communication) or from making disclosures to the stockholders of the Company required by the applicable provisions of the Exchange Act with regard to the transactions contemplated hereby or an Acquisition Proposal and such disclosures and communications shall not constitute a Change of Recommendation; provided, however, that if any such disclosure or communication does not reaffirm the Company Recommendation in such disclosure or communication or has the effect of withdrawing, qualifying or modifying the Company Recommendation in a manner adverse to Parent, such disclosure or communication shall constitute a Change of Recommendation.