PURPORTING TO ACT ON BEHALF OF THE COMPANY OR ANY OF ITS SUBSIDIARIES
OR OTHERWISE, SHALL BE DEEMED TO BE A BREACH OF THIS SECTION 5.6(B) SUFFICIENT
TO ENABLE PARENT TO TERMINATE THIS AGREEMENT PURSUANT TO
SECTION 7.1(D)(I) HEREOF.
(C)
FOR THE PURPOSES OF THIS AGREEMENT,
"ACQUISITION PROPOSAL" SHALL MEAN ANY PROPOSAL, WHETHER IN WRITING OR OTHERWISE,
MADE BY ANY PERSON OTHER THAN PARENT AND ITS SUBSIDIARIES TO ACQUIRE "BENEFICIAL
OWNERSHIP" (AS DEFINED UNDER RULE 13(D) OF THE EXCHANGE ACT) OF TWENTY PERCENT
(20%) OR MORE OF THE ASSETS OF, OR TWENTY PERCENT (20%) OR MORE OF THE
OUTSTANDING CAPITAL STOCK OF ANY OF THE COMPANY OR ITS SUBSIDIARIES PURSUANT TO
A MERGER, CONSOLIDATION, EXCHANGE OF SHARES OR OTHER BUSINESS COMBINATION, SALE
OF SHARES OF CAPITAL STOCK, SALES OF ASSETS, TENDER OFFER OR EXCHANGE OFFER OR
SIMILAR TRANSACTION INVOLVING THE COMPANY OR ITS SUBSIDIARIES.
5.7.
ACCESS TO INFORMATION.
FROM THE DATE OF THIS
AGREEMENT UNTIL THE EFFECTIVE TIME, AND UPON REASONABLE NOTICE, THE COMPANY WILL
GIVE PARENT AND ITS AUTHORIZED REPRESENTATIVES (INCLUDING COUNSEL, OTHER
CONSULTANTS, ACCOUNTANTS AND AUDITORS), TO THE EXTENT IT HAS THE LEGAL AUTHORITY
TO DO SO, REASONABLE ACCESS DURING NORMAL BUSINESS HOURS TO ALL REAL PROPERTIES
PRESENTLY OR FORMERLY OPERATED BY THE COMPANY OR ITS SUBSIDIARIES, ALL
FACILITIES, PERSONNEL AND OPERATIONS AND TO ALL BOOKS AND RECORDS OF IT AND ITS
SUBSIDIARIES, WILL PERMIT PARENT TO MAKE SUCH INSPECTIONS, INVESTIGATIONS AND
TESTING AS IT MAY REASONABLY REQUIRE, INCLUDING UPON REQUEST PHASE II
ENVIRONMENTAL INVESTIGATIONS, WILL CAUSE ITS OFFICERS AND THOSE OF ITS
SUBSIDIARIES TO FURNISH PARENT WITH SUCH FINANCIAL AND OPERATING DATA AND OTHER
INFORMATION WITH RESPECT TO ITS BUSINESS AND PROPERTIES AS PARENT MAY FROM TIME
TO TIME REASONABLY REQUEST AND CONFER WITH PARENT TO KEEP IT REASONABLY INFORMED
WITH RESPECT TO OPERATIONAL AND OTHER BUSINESS MATTERS RELATING TO THE COMPANY
AND ITS SUBSIDIARIES AND THE STATUS OF SATISFACTION OF CONDITIONS TO THE
CLOSING, OTHER THAN INFORMATION THAT MAY NOT BE DISCLOSED UNDER
30
APPLICABLE LAW OR IN VIOLATION OF AN AGREEMENT OR IF SUCH DISCLOSURE WOULD
RESULT IN A WAIVER OF THE ATTORNEY-CLIENT PRIVILEGE; PROVIDED, HOWEVER, THAT IN
ANY SUCH EVENT THE PARTIES SHALL COOPERATE IN GOOD FAITH TO OBTAIN WAIVERS OF
SUCH PROHIBITIONS OR IMPLEMENT ALTERNATIVE METHODS OF DISCLOSURE OF MATERIAL
INFORMATION.
ALL INFORMATION OBTAINED BY PARENT PURSUANT TO THIS SECTION 5.7
SHALL BE KEPT CONFIDENTIAL IN ACCORDANCE WITH THE RECIPROCAL CONFIDENTIALITY
AGREEMENT.
5.8.
NOTIFICATION OF CERTAIN MATTERS.
THE COMPANY OR
PARENT, AS THE CASE MAY BE, SHALL PROMPTLY NOTIFY THE OTHER OF (A) ITS OBTAINING
OF KNOWLEDGE AS TO THE MATTERS SET FORTH IN CLAUSES (I), (II) AND (III) BELOW,
OR (B) THE OCCURRENCE, OR FAILURE TO OCCUR, OF ANY EVENT, WHICH OCCURRENCE OR
FAILURE TO OCCUR WOULD BE LIKELY TO CAUSE (I) ANY REPRESENTATION OR WARRANTY
CONTAINED IN THIS AGREEMENT TO BE UNTRUE OR INACCURATE IN ANY MATERIAL RESPECT
AT ANY TIME FROM THE DATE HEREOF TO THE EFFECTIVE TIME, (II) ANY MATERIAL
FAILURE OF THE COMPANY OR PARENT, AS THE