Common use of First Look Clause in Contracts

First Look. Each of DelStaff, M▇. ▇▇▇▇▇▇ and their respective Affiliates agrees and covenants, and shall use their reasonable best efforts to ensure, that each of the DelStaff Directors shall, after receipt of any offer or inquiry to purchase all or substantially all of the Common Stock held by DelStaff, disclose such offer or inquiry to the remaining members of the Board no later than five (5) business days prior to the execution of a definitive agreement for such sale; provided however, that the Company agrees to take no action to frustrate the sale process unless the Board reasonably determines in good faith (after oral consultation with outside legal counsel) that such action is required in order to comply with its fiduciary duties to the stockholders of the Company under Delaware law or to preserve the rights of the Company under this Agreement.

First Look. Each of DelStaff, M▇▇. ▇▇▇▇▇▇ and their respective Affiliates agrees and covenants, and shall use their reasonable best efforts to ensure, that each of the DelStaff Directors shall, after receipt of any offer or inquiry to purchase all or substantially all of the Common Stock held by DelStaff, disclose such offer or inquiry to the remaining members of the Board no later than five (5) business days prior to the execution of a definitive agreement for such sale; provided however, that the Company agrees to take no action to frustrate the sale process unless the Board reasonably determines in good faith (after oral consultation with outside legal counsel) that such action is required in order to comply with its fiduciary duties to the stockholders of the Company under Delaware law or to preserve the rights of the Company under this Agreement.