Common use of Discussions Permitted in Certain Circumstances Clause in Contracts

Discussions Permitted in Certain Circumstances. Notwithstanding anything to the contrary contained in this Agreement, including Section 4.2(b), if at any time prior to obtaining the Company Stockholder Approval, the Company receives from any Person a written expression of interest, proposal or offer that the Company Board determines in good faith, After Consultation, constitutes or is reasonably expected to lead to, a Company Superior Proposal that did not result from a breach of Sections 4.2(a) or 4.2(b), then, subject to compliance with this Section 4.2, the Company and its Representatives will be permitted to (i) furnish, pursuant to an Acceptable Confidentiality Agreement (a copy of which is promptly provided to Parent), information with respect to the Company and its Subsidiaries to the Person making such expression of interest, proposal or offer and to such Person’s Representatives and (ii) participate in discussions and negotiations with such Person and its Representatives regarding any such expression of interest, proposal or offer. The Company will make available to Parent copies of all material nonpublic information (to the extent that such nonpublic information has not previously been made available to Parent) that is made available to any such Person in accordance with the preceding sentence prior to or substantially concurrently with the time it is first made available to such Person.

Discussions Permitted in Certain Circumstances. Notwithstanding anything to the contrary contained in this Agreement, including Section 4.2(b4.3(b), if at any time prior to obtaining the Company Parent Stockholder Approval, the Company Parent receives from any Person a written expression of interest, proposal or offer that the Company Parent Board determines in good faith, After Consultation, constitutes or is reasonably expected to lead to, a Company Parent Superior Proposal that did not result from a breach of Sections 4.2(a4.3(a) or 4.2(b4.3(b), then, subject to compliance with this Section 4.24.3, the Company Parent and its Representatives will be permitted to (i) furnish, pursuant to an Acceptable Confidentiality Agreement (a copy of which is promptly provided to Parentthe Company), information with respect to the Company Parent and its Subsidiaries to the Person making such expression of interest, proposal or offer and to such Person’s Representatives and (ii) participate in discussions and negotiations with such Person and its Representatives regarding any such expression of interest, proposal or offer. The Company Parent will make available to Parent the Company copies of all material nonpublic information (to the extent that such nonpublic information has not previously been made available to Parentthe Company) that is made available to any such Person in accordance with the preceding sentence prior to or substantially concurrently with the time it is first made available to such Person.