Common use of Right of First Look Clause in Contracts

Right of First Look. (a) During the period commencing on the date hereof and ending eighteen months thereafter (the “Look Period”), if (i) the Company determines to commence any process that involves soliciting, initiating or encouraging (including by way of furnishing nonpublic information), or taking any other action to knowingly facilitate, any inquiries or the making of any proposal or offer (including, without limitation, any proposal or offer to its stockholders) that constitutes, or may reasonably be expected to lead to, any Acquisition Transaction (as defined below), the Company shall first notify the Investor in writing as promptly as practicable after having made such determination and shall negotiate in good faith with the Investor on an exclusive basis for a period of not less than 30 days from the date of receipt of such notice with respect to an Acquisition Transaction, or (ii) the Investor, in its sole discretion, offers to effect an Acquisition Transaction, the Company shall negotiate in good faith with the Investor on an exclusive basis for a period of not less than 30 days from the date of receipt of such proposal with respect to such Acquisition Transaction.