Common use of Existing Discussions Clause in Contracts

Existing Discussions. The Company agrees that immediately following the date hereof it shall (i) cease any solicitations, discussions or negotiations with any Person (other than the Parties and their respective Representatives) in connection with an Acquisition Proposal, in each case that exist as of the date hereof, (ii) promptly request each Person (other than the Parties and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information furnished to such Person by or on behalf of it or any of its subsidiaries prior to the date hereof and (iii) promptly terminate all physical and electronic data access previously granted to such Persons. The Company shall enforce, and not waive, terminate or modify without Parent’s prior written consent, any confidentiality, standstill or similar provision in any confidentiality, standstill or other agreement; provided that, if the Board of Directors of the Company determines in good faith after consultation with the Company’s outside legal counsel that the failure to waive a particular standstill provision would reasonably be expected to be inconsistent with the directors’ duties under applicable Law, the Company may, waive such standstill solely to the extent necessary to permit the applicable Person (if it has not been solicited in material violation of this Section 6.1) to make, on a confidential basis to the Board of Directors of the Company, an Acquisition Proposal, conditioned upon such person agreeing to disclosure of such Acquisition Proposal to Parent, in each case as contemplated by this Section 6.1 so long as the Company promptly notifies Parent thereof after granting any such waiver.

Existing Discussions. The Company agrees that immediately that, following the date hereof hereof, it shall, and shall cause its Subsidiaries and direct its and their respective Representatives to, (i) immediately cease any solicitations, discussions or negotiations with any Person (other than the Parties and their respective Representatives) in connection with an Acquisition Proposal (or any inquiries, proposals, indications of interests or offers that would reasonably be expected to lead to an Acquisition Proposal), in each case that exist as of the date hereof, (ii) promptly request each Person (other than the Parties and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company (or any other transaction that would constitute an Acquisition Proposal) to return or destroy all confidential information furnished to such Person by or on behalf of it or any of its subsidiaries Subsidiaries or its or their Representatives in the twelve (12) months immediately prior to the date hereof and (iii) promptly terminate all physical and electronic data access previously granted to such Persons. The Company shall enforce, and not waive, terminate or modify without Parent’s prior written consent, Any violation of this Section 6.1 by any confidentiality, standstill or similar provision in any confidentiality, standstill or other agreement; provided that, if the Board of Directors Representative of the Company determines or its Subsidiaries acting in good faith after consultation with an authorized capacity on behalf of the Company or its Subsidiaries shall be deemed to be a breach of this Section 6.1 by the Company’s outside legal counsel that . Notwithstanding anything to the failure contrary herein, subject to waive a particular standstill provision would reasonably be expected to be inconsistent compliance with the directors’ duties under applicable Lawthis Section 6.1, the Company maymay grant a waiver, waive such amendment or release under any confidentiality or standstill agreement (or any confidentiality or standstill provision of any agreement) solely to the extent necessary to permit the applicable Person (if it has not been solicited in material violation of this Section 6.1) to make, on allow for a confidential basis Acquisition Proposal to be made to the Board of Directors of the Company, an Acquisition Proposal, conditioned upon such person agreeing to disclosure of such Acquisition Proposal to Parent, in each case as contemplated by this Section 6.1 so long as the Company promptly (and in any event within forty-eight (48) hours) notifies Parent thereof (including the identity of such counterparty ) after granting any such waiver, amendment or release.

Existing Discussions. The Company agrees that immediately following the date hereof it shall, and shall cause its subsidiaries and direct its and their respective Representatives to, (i) immediately cease any solicitations, discussions or negotiations with any Person (other than the Parties and their respective Representatives) in connection with any inquiry, proposals, indications of interests or offers regarding, or that could reasonably be expected to lead to, an Acquisition Proposal, in each case that exist as of the date hereof, (ii) promptly (and in any event within two (2) Business Days) request each Person (other than the Parties and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information furnished to such Person by or on behalf of it or any of its subsidiaries or its or their Representatives prior to the date hereof and (iii) promptly (and in any event within twenty four (24) hours) terminate all physical and electronic data access previously granted to such Persons. The Notwithstanding anything to the contrary herein, subject to compliance with this Section 6.1, the Company shall enforcemay grant a waiver, amendment or release under any confidentiality or standstill agreement (or any confidentiality or standstill provision of any agreement) to the extent necessary to allow for a confidential Acquisition Proposal to be made to the Company or the Board of Directors so long as (x) the Company promptly notifies Parent thereof (but not the identity of such counterparty) after granting any such waiver, amendment or release and not waive, terminate or modify without Parent’s prior written consent, any confidentiality, standstill or similar provision in any confidentiality, standstill or other agreement; provided that, if (y) the Board of Directors of the Company determines has determined in good faith after consultation with the Company’s its financial advisors and outside legal counsel that the failure to waive a particular standstill provision take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law, the Company may, waive such standstill solely to the extent necessary to permit the applicable Person (if it has not been solicited in material violation of this Section 6.1) to make, on a confidential basis to the Board of Directors of the Company, an Acquisition Proposal, conditioned upon such person agreeing to disclosure of such Acquisition Proposal to Parent, in each case as contemplated by this Section 6.1 so long as the Company promptly notifies Parent thereof after granting any such waiver.

Existing Discussions. The Without limiting the rights of the Company under Section 6.2(c), from and after the Go-Shop Period End Date or, with respect to any Excluded Person, the Cut-Off Date (or such earlier time that such Person ceases to be an Excluded Person), the Company agrees that it will (and will cause its Subsidiaries and will instruct and direct, and use its reasonable best efforts to cause (and the failure of the Company to direct its Representatives to comply with this Section 6.2 promptly upon knowledge of any breach by such Representatives of Section 6.2 shall be deemed a breach of this Section 6.2 by the Company), its and their respective Representatives to) (A) immediately following the date hereof it shall (i) cease and cause to be terminated any solicitationsexisting activities, communications, discussions or negotiations with any Person (other than the Parties and their respective Representatives) in connection parties conducted heretofore with an respect to any Acquisition Proposal or potential Acquisition Proposal, (B) promptly (and in any event within two (2) business days thereof) deliver a written notice to each case such Person to the effect that exist the Company is ending all activities, communications, discussions or negotiations with respect to such Person effective as of such date, which notice will request the date hereof, (ii) promptly request each prompt return or destruction of all non-public information concerning the Company or its Table of Contents Subsidiaries theretofore furnished to any such Person (other than the Parties and their respective Representatives) that has prior to the date hereof executed with whom a confidentiality agreement in connection with its consideration of acquiring the Company was entered into at any time and shall cease providing any further information to return or destroy all confidential information furnished to any such Person by or on behalf of it or any of its subsidiaries prior to the date hereof Representatives and (iiiC) promptly terminate all access granted to any such Person and its Representatives to any physical and or electronic data access previously granted to such Personsroom. The Company shall enforce, and not waive, terminate agrees that it will take the necessary steps to promptly inform the individuals or modify without Parent’s prior written consent, any confidentiality, standstill or similar provision entities referred to in any confidentiality, standstill or other agreement; provided that, if the Board of Directors first sentence hereof of the Company determines obligations undertaken in good faith after consultation with the Company’s outside legal counsel that the failure to waive a particular standstill provision would reasonably be expected to be inconsistent with the directors’ duties under applicable Law, the Company may, waive such standstill solely to the extent necessary to permit the applicable Person (if it has not been solicited in material violation of this Section 6.1) to make, on a confidential basis to the Board of Directors of the Company, an Acquisition Proposal, conditioned upon such person agreeing to disclosure of such Acquisition Proposal to Parent, in each case as contemplated by this Section 6.1 so long as the Company promptly notifies Parent thereof after granting any such waiver6.2.