Common use of Transaction Proposal Clause in Contracts

Transaction Proposal. Notwithstanding the foregoing, the Board may, in response to a Superior Offer (as defined in Section 4.12(b)) that was not solicited by the Company or any Company Representative on or after the date hereof and that did not otherwise result from a breach of this Section 4.12(a), (x) furnish information with respect to the Company to any person making a Superior Offer and (y) participate in discussions or negotiations regarding such Superior Offer; provided, however, that prior to participating in any such discussions or negotiations or furnishing any such information, the Company receives from such person an executed confidentiality agreement (on terms that are not materially less favorable to the Company than the various confidentiality agreements executed by representatives of the Investor), a copy of the form of which shall be provided to the Investor; and provided, further, that the Board shall promptly, but in no event later than the day following such event, provide the Investor with notice thereof.