Common use of No Solicitation Clause in Contracts

No Solicitation. Such Shareholder shall not, and shall cause its Affiliates and its and their respective directors, officers and employees not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, and shall not publicly announce any intention to, directly or indirectly (a) solicit, initiate or knowingly facilitate, knowingly induce or encourage (including by providing information, cooperation or assistance) any inquiries or the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Acquisition Proposal, (b) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue or otherwise participate in any discussions or negotiations regarding any Alternative Acquisition Proposal or (c) execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether or not binding) with respect to an Alternative Acquisition Proposal. Such Shareholder shall, and shall cause each of its Affiliates and its and their respective directors, officers and employees to, and shall direct each of the Representatives of the Company and its Affiliates to, immediately cease and cause to be terminated any and all existing discussions or negotiations with any Person conducted prior to the date of this Agreement. Such Shareholder shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Buyer of any Alternative Acquisition Proposal, or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquiry.

No Solicitation. Such Shareholder Subject to Section 5.15, each Stockholder shall not, and shall cause its controlled Affiliates and its and their respective directors, officers and employees not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, and each Stockholder shall not publicly announce any intention propose to, directly or indirectly (other than with respect to Parent and Purchaser), (a) solicit, initiate initiate, knowingly facilitate or knowingly facilitateencourage any inquiries, knowingly induce proposals or encourage (including by providing informationoffers that constitute, cooperation or assistance) any inquiries or the making of any proposal or offer that constitutes or would could reasonably be expected to lead to to, an Alternative Acquisition Proposal, (b) other than informing Persons of the provisions contained in this Section 4.5, enter intoengage in, continue or otherwise participate in any discussions or negotiations regarding with any Alternative Third Party regarding, or furnish to any Third Party information or provide to any Third Party access to the businesses, properties, assets or personnel of the Company or any of its Subsidiaries with respect to or in connection with or with the purpose or effect of encouraging or facilitating, an Acquisition Proposal Proposal, or (c) execute or enter into any letter of intent, memorandum of understandingagreement, contract, commitment, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement principle or any other Contract (whether arrangement or not binding) understanding with respect to an Alternative Acquisition ProposalProposal or enter into any agreement, contract, commitment, arrangement or understanding requiring such Stockholder to, or contemplating that such Stockholder will, abandon, terminate or fail to consummate the transactions contemplated by this Agreement. Such Shareholder Each Stockholder shall, and shall cause each of its controlled Affiliates and its and their respective directors, officers and employees to, and shall direct each of the Representatives of the Company and its Affiliates to, immediately cease and cause to be terminated terminate any and all existing discussions solicitation, encouragement, discussion or negotiations negotiation with any Person Third Party theretofore conducted prior by such Stockholder, its controlled Affiliates or its or their respective Representatives with respect to an Acquisition Proposal. Except to the date of this extent such notice has previously been provided by the Company pursuant to the Merger Agreement. Such Shareholder , each Stockholder shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Buyer Parent of any Alternative Acquisition Proposal, or any request for information or inquiry that such Shareholder Stockholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party Third Party making such Alternative Acquisition Proposal, request or inquiry. Notwithstanding anything to the contrary provided in this Agreement, the Stockholder or any of its controlled Affiliates or Representatives shall not be prohibited from participating in any discussions or negotiations with respect to a possible tender and support, voting or similar agreement in connection with an Acquisition Proposal in the event that the Company is permitted to take the actions set forth in Section 5.3(b) of the Merger Agreement with respect to such Acquisition Proposal.

No Solicitation. Such From the date hereof until the termination of this Agreement pursuant to Section 4, Shareholder shall notshall, and shall cause its Affiliates and its and their respective its Affiliates’ directors, officers officers, employees, agents and employees other representatives (including any investment banker, attorney or accountant retained by it or any of its Affiliates) (collectively, the “Shareholder Representatives”) not to, and such Shareholder shallinitiate, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, and shall not publicly announce any intention to, directly or indirectly (a) solicit, initiate knowingly encourage or knowingly facilitate, knowingly induce or encourage otherwise facilitate (including by providing way of furnishing information, cooperation or assistance) any inquiries or the making of any inquiry, proposal or offer that constitutes offer, with respect to or would which may reasonably be expected to lead to any Acquisition Proposal. Shareholder further agrees that neither it nor any of its Affiliates nor any of its or its Affiliates’ directors, officers, or employees shall, and that it shall direct and use its reasonable best efforts to cause its and its Affiliates’ agents and representatives not to, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to an Alternative Acquisition Proposal, (b) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue or otherwise participate in facilitate any discussions effort or negotiations regarding any Alternative attempt to make or implement an Acquisition Proposal or (c) execute or otherwise enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether or not binding) with respect to an Alternative Acquisition Proposal. Such Shareholder shall, and shall cause each of its Affiliates and its and their respective directors, officers and employees to, and shall direct each of the Representatives of the Company and its Affiliates to, agrees that it will immediately cease and cause to be terminated any and all existing discussions or negotiations with any Person parties conducted prior heretofore with respect to any Acquisition Proposal. Shareholder agrees that it will take the date necessary steps to promptly inform the Shareholder Representatives of the obligations undertaken by Company in this AgreementSection 1(e). Such Shareholder shall use reasonable best efforts to obtain the return from all such Persons or cause the destruction of all copies of confidential information previously provided to any such parties by Shareholder or Shareholder Representatives. Further, Shareholder agrees to comply with the provisions of Section 4.2 of the Acquisition Agreement as if a party thereto. Shareholder shall promptly as practicable (advise Purchaser, orally and in writing, and in no event later than 24 hours after receipt, if any event within twenty-four (24) hours) notify Buyer proposal, offer, inquiry or other contact is received by, any information is requested from, or any discussions or negotiations are sought to be initiated or continued with, Shareholder in respect of any Alternative Acquisition Proposal, or and shall, in any request for information or inquiry that such Shareholder reasonably believes could lead notice to or contemplates an Alternative Acquisition ProposalPurchaser, which notification shall include (i) a copy indicate the identity of the applicable written Alternative Acquisition ProposalPerson making such proposal, request offer, inquiry or inquiry (or, if oral, other contact and the material terms and conditions of any proposals or offers or the nature of any inquiries or contacts (and shall include with such Alternative Acquisition Proposalnotice copies of any written materials received from or on behalf of such Person relating to such proposal, request offer, inquiry or inquiry) request), and thereafter shall promptly keep Purchaser fully informed of all material developments affecting the status and terms of any such proposals, offers, inquiries or requests (including and Shareholder shall provide Purchaser with copies of any additional written materials received that relate to such proposals, offers, inquiries or requests). As used in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity this paragraph, “Affiliates” of the third party making such Alternative Acquisition Proposal, request or inquiryShareholder shall not include Company.

No Solicitation. Such Shareholder shall, and shall cause his affiliates and his and his affiliates’ respective directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, agents and other representatives (collectively, “Shareholder Representatives”) to, concurrently with the execution and delivery of this Agreement, immediately cease any discussions or negotiations with any other person regarding a Company Takeover Proposal. From the date hereof until any termination of this Agreement in accordance with its terms, Shareholder shall not, and shall cause its Affiliates and its and their respective directors, officers and employees not to, and such the Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, and shall not publicly announce any intention to, to (i) directly or indirectly (a) solicit, initiate or knowingly facilitateencourage the submission of, knowingly induce any Company Takeover Proposal, (ii) enter into any agreement with respect to any Company Takeover Proposal, or encourage (including by providing informationiii) directly or indirectly participate in any discussions or negotiations regarding, cooperation or assistance) furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or offer that constitutes or would may reasonably be expected to lead to an Alternative Acquisition to, any Company Takeover Proposal. In addition, (b) Shareholder promptly shall advise Parent orally and, within one business day, in writing if any proposal, offer, inquiry or other than informing Persons of the provisions contained in this Section 4.5contact is received by, enter intoany information is requested from, continue or otherwise participate in any discussions or negotiations regarding are sought to be initiated or continued with, Shareholder in respect of any Alternative Acquisition Proposal or (c) execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether or not binding) with respect to an Alternative Acquisition Company Takeover Proposal. Such Shareholder shall, and shall cause each of its Affiliates and its and their respective directors, officers and employees to, and shall direct each of the Representatives of the Company and its Affiliates to, immediately cease and cause to be terminated any and all existing discussions or negotiations with any Person conducted prior to the date of this Agreement. Such Shareholder shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Buyer of any Alternative Acquisition Proposal, or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy keep Parent fully informed of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms status and conditions of such Alternative Acquisition Proposal, request or inquiry) details (including in each case any subsequent material amendments change to the terms thereof) of any such proposals, offers, inquiries, or other material modifications thereto) requests concerning any Company Takeover Proposal and (ii) the identity provide to Parent as soon as practicable after receipt or delivery thereof with copies of the all correspondence and other written material sent or provided to Shareholder by any third party making such Alternative Acquisition in connection with any Company Takeover Proposal or sent or provided by Shareholder to any third party in connection with any Company Takeover Proposal, request or inquiry.

No Solicitation. Such Shareholder shall notEach of Crossbow and Parent agrees that prior to the one-year anniversary of the date hereof, and shall cause neither it nor any of its Affiliates and its and Subsidiaries nor any of their respective officers, directors, officers advisors, agents, accountants, consultants, employees, investment bankers and employees not tolegal counsel (collectively, and such Shareholder shall, and “Representatives”) shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, and shall not publicly announce any intention to, directly or indirectly indirectly: (ai) solicit, initiate initiate, or knowingly facilitateencourage, knowingly facilitate or induce any inquiry with respect to, or encourage the making, submission or announcement of, any acquisition proposal to purchase all or substantially all of the Business or the business and operations being acquired by Crossbow and Merger Sub, as the case may be; (including by providing informationii) participate in any discussions or negotiations regarding, cooperation or assistance) furnish to any Person any nonpublic information with respect to, or take any other action to facilitate any inquiries or the making of any proposal or offer that constitutes or would may reasonably be expected to lead to, any such acquisition proposal; (iii) engage in discussions with any Person with respect to an Alternative Acquisition Proposalany such acquisition proposal, except as to the existence of these provisions; (biv) other than informing Persons of the provisions contained in this Section 4.5approve, enter into, continue endorse or otherwise participate in recommend any discussions or negotiations regarding any Alternative Acquisition Proposal such acquisition proposal; or (cv) execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership intent or similar document or any contract agreement or other Contract (whether commitment contemplating or not binding) with respect otherwise relating to an Alternative Acquisition Proposalany acquisition proposal or any transaction contemplated thereby. Such Shareholder shallCrossbow or Parent, as the case may be, shall immediately terminate, and shall cause each of its Affiliates Subsidiaries and its and their respective directorsRepresentatives to immediately terminate, officers and employees toall activities, and shall direct each of the Representatives of the Company and its Affiliates to, immediately cease and cause to be terminated any and all existing discussions or negotiations negotiations, if any, with any Person conducted prior to the date of this Agreement. Such Shareholder shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Buyer of any Alternative Acquisition Proposalthird party with respect to, or any request for information or inquiry that such Shareholder could reasonably believes could be expected to lead to or contemplates contemplate the possibility of, an Alternative Acquisition Proposalacquisition proposal. Crossbow or Parent, as the case may be, shall promptly request that each person which notification has heretofore executed a confidentiality agreement with Crossbow or Parent, as the case may be, or any of its Affiliates or Subsidiaries or any of its or their Representatives with respect to such Person’s consideration of a possible acquisition proposal to promptly return or destroy (which destruction Crossbow or Parent, as the case may be, shall include (irequest be certified in writing by such person) a copy all confidential information heretofore furnished by Crossbow or Parent, as the case may be, or any of the applicable written Alternative Acquisition Proposal, request its Affiliates or inquiry (or, if oral, the material terms and conditions Subsidiaries or any of its or their Representatives to such Alternative Acquisition Proposal, request person or inquiry) (including in each case any subsequent material amendments of its Affiliates or other material modifications thereto) and (ii) the identity Subsidiaries or any of the third party making such Alternative Acquisition Proposal, request its or inquirytheir Representatives.

No Solicitation. Such Shareholder (a) The Company agrees that it shall, and shall cause the Company Subsidiaries and the directors, officers and employees of the Company and the Company Subsidiaries to, and shall direct and use its reasonable best efforts to cause its other Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to any Takeover Proposal. Promptly after the execution of this Agreement, but not later than within three (3) Business Days, the Company shall, and shall direct its Representatives to, request that each Person (if any) that has executed a confidentiality agreement (other than the Confidentiality Agreement) relating to a potential Takeover Proposal promptly return to the Company or destroy all non-public documents and materials furnished by the Company or any of its Representatives to such Person pursuant to the terms of such confidentiality agreement. Except as permitted by Section 6.3(b), the Company shall not, and shall cause its Affiliates each of the Company Subsidiaries and its and their respective the directors, officers and employees of the Company and the Company Subsidiaries not to, and such Shareholder shall, shall direct and shall cause use its Affiliates to, use their reasonable best efforts to cause its and their respective other Representatives not to, and shall not publicly announce any intention to, directly or indirectly (ai) initiate or solicit, initiate or knowingly facilitate, knowingly induce facilitate or encourage (including by providing information, cooperation or assistance) any inquiries or the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Acquisition a Takeover Proposal, (bii) other than informing Persons of the provisions contained engage in this Section 4.5, enter into, continue or otherwise participate in any discussions or negotiations regarding that would reasonably be expected to lead to a Takeover Proposal, or provide any Alternative Acquisition Proposal access to its properties, books or records or any non‑public information to any Person relating to the Company or any of its Subsidiaries in connection with the foregoing, (ciii) execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, other acquisition agreement, option agreement, joint venture agreement, partnership agreement, letter of intent, term sheet, merger agreement or other Contract (whether or not binding) similar contract with respect to an Alternative Acquisition a Takeover Proposal. Such Shareholder shall, and shall cause each of its Affiliates and its and their respective directors, officers and employees (iv) agree to, and shall direct each approve, endorse, declare advisable, recommend or consummate any Takeover Proposal or (v) authorize, commit to, agree or publicly propose to do any of the Representatives foregoing (except to notify such Person of the existence of the provisions of this Section 6.3). Notwithstanding anything to the contrary contained herein, the Company and shall be permitted to terminate, amend, modify, waive or fail to enforce any provision of any “standstill” or similar obligation of any Person if (i) the Company Board determines in good faith, after consultation with its Affiliates tooutside legal counsel, immediately cease and cause that the failure to take such action would reasonably be likely to be terminated any inconsistent with its statutory duties under applicable Law and all existing discussions or negotiations with (ii) absent such action by the Company, the applicable provisions would prevent any Person conducted prior or group from making a Takeover Proposal privately to the date of this Agreement. Such Shareholder shall as Company Board; provided that the Company promptly as practicable (and in any event within twentyforty-four eight (2448) hourshours thereafter) notify Buyer of any Alternative Acquisition Proposal, or any request for information or inquiry that such Shareholder reasonably believes could lead provides written notice to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) Parent thereof (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of such counterparty) after granting any such limited termination, waiver, amendment, modification or failure to enforce. The Company agrees that any material violations of the third party making such Alternative Acquisition Proposal, request or inquiryrestrictions set forth in this Section 6.3(a) by any Representative of the Company shall be deemed to be a breach by the Company.

No Solicitation. Such Shareholder shall not(a) Subject to Section 7.02(b), and shall cause from the date of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article IX, none of the Company, its Affiliates and its and their respective directors, officers and employees not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and Subsidiaries or any of their respective Representatives not to, and shall not publicly announce any intention toshall, directly or indirectly indirectly, (ai) solicitinitiate, initiate or knowingly facilitate, knowingly induce solicit or encourage (including by way of providing information, cooperation or assistance) any inquiries or the making submission of any proposal inquiries, proposals or offer offers that constitutes constitute or would may reasonably be expected to lead to an Alternative any Acquisition Proposal, (b) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue Proposal or otherwise participate engage in any discussions or negotiations regarding with respect thereto or otherwise cooperate with or assist or participate in, or facilitate any Alternative such inquiries, proposals, offers, discussions or negotiations, or (ii) approve or recommend, or propose to approve or recommend, an Acquisition Proposal or (c) execute or enter into any merger agreement, letter of intent, memorandum of understanding, agreement in principle, merger share purchase agreement, acquisition asset purchase agreement or share exchange agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether similar agreement providing for or not binding) with respect relating to an Alternative Acquisition Proposal. Such Shareholder shallProposal or enter into any agreement or agreement in principle requiring the Company to abandon, and shall cause each terminate or fail to consummate the Transactions or breach any of its Affiliates and its and their respective directors, officers and employees to, and shall direct each obligations hereunder or propose or agree to do any of the Representatives of foregoing. Subject to Section 7.02(b)(i), the Company and its Affiliates to, shall immediately cease and cause to be terminated any and all existing discussions solicitation, encouragement, discussion or negotiations negotiation with any Person person conducted prior to the date of this Agreement. Such Shareholder shall as promptly as practicable Agreement by the Company or any of its Subsidiaries or any of their respective Representatives with respect to any Acquisition Proposal and use its (and in will cause its Subsidiaries and their respective Representatives to use their) reasonable best efforts to cause to be returned or destroyed all confidential information provided or made available to any event within twenty-four (24) hours) notify Buyer such person on behalf of any Alternative Acquisition Proposal, the Company or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquiryits Subsidiaries.

No Solicitation. Such Shareholder (a) The Company shall not, and shall cause its Affiliates and its and their respective directors, officers and employees Subsidiaries not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives its Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not to, and shall not publicly announce any intention to, directly or indirectly (a) indirectly, solicit, initiate initiate, or knowingly facilitate, knowingly induce or encourage (including by providing information, cooperation or assistance) take any inquiries action to facilitate the submission of any Takeover Proposal or the making of any proposal or offer that constitutes or would could reasonably be expected to lead to an Alternative Acquisition any Takeover Proposal, or, subject to Section 5.03(b): (bi) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue conduct or otherwise participate engage in any discussions or negotiations regarding with, disclose any Alternative Acquisition Proposal non-public information relating to the Company or any of its Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or any of its Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party that is seeking to make, or has made, any Takeover Proposal; or (cii) execute or enter into any agreement in principle, letter of intent, memorandum of understandingterm sheet, agreement in principleacquisition agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement agreement, or other Contract relating to any Takeover Proposal (whether or each, a “Company Acquisition Agreement”). Except as expressly permitted by this Section 5.03, the Company Board shall not binding) with respect to an Alternative Acquisition Proposaleffect a Company Adverse Recommendation Change. Such Shareholder The Company shall, and shall cause each of its Affiliates Subsidiaries to cease immediately and its and their respective directors, officers and employees tocause to be terminated, and shall direct each not authorize or knowingly permit any of its or their Representatives to continue, any and all existing activities, discussions, or negotiations, if any, with any third party conducted prior to the date hereof with respect to any Takeover Proposal and shall use its commercially reasonable efforts to cause any such third party (or its agents or advisors) in possession of non-public information in respect of the Representatives Company or any of its Subsidiaries that was furnished by or on behalf of the Company and its Affiliates to, immediately cease Subsidiaries to return or destroy (and cause to confirm destruction of) all such information. The Company will be terminated liable for any and all existing discussions or negotiations with any Person conducted prior to the date breach of this Agreement. Such Shareholder shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Buyer of any Alternative Acquisition Proposal, or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquirySection 5.03 by its Representative.

No Solicitation. Such Shareholder From the date hereof until the Share Exchange Closing Date or, if earlier, the termination of this Agreement in accordance with Article XII, each Acquiror Party shall not, and shall cause direct any of the Sponsor and its controlled Affiliates and its and their respective directorsofficers, officers directors and employees not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, and shall not publicly announce any intention to, directly or indirectly (a) solicit, initiate initiate, or knowingly facilitatepursue any inquiry, knowingly induce or encourage (including by providing informationindication of interest, cooperation or assistance) any inquiries or the making of any proposal or offer that constitutes or would reasonably be expected to lead relating to an Alternative Acquiror Acquisition Proposal, (b) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue or otherwise participate in or continue any discussions or negotiations regarding with any Alternative third-party with respect to, or furnish or make available, any information concerning Acquiror to any third party relating to an Acquiror Acquisition Proposal, or provide to any third-party access to the businesses, properties, assets or personnel of Acquiror, in each case for the purpose of encouraging or facilitating an Acquiror Acquisition Proposal or (c) execute or enter into any binding understanding, binding arrangement, acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding, understanding or agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership or any other agreement or other Contract (whether or not binding) with respect to an Alternative Acquiror Acquisition Proposal, or (d) grant any waiver, amendment or release under any confidentiality agreement or otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make, an Acquiror Acquisition Proposal. Such Shareholder From and after the date hereof, each Acquiror Party shall, and shall cause each direct any of the Sponsors and its controlled Affiliates and its and their respective directorsofficers, officers directors and employees to, and shall direct each of the Representatives of the Company and its Affiliates to, immediately cease and cause to be terminated any terminate all discussions and all existing discussions or negotiations with any Person conducted prior Persons (other than the Company and its Representatives) with respect to the date of this Agreement. Such Shareholder shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Buyer of any Alternative an Acquiror Acquisition Proposal, or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquiry.

No Solicitation. Such Shareholder Until the earliest of (i) the Effective Time, (ii) the No-Shop Termination Date or (iii) the date of termination of this Agreement, the Company shall not, not (nor shall the Company permit any of its Subsidiaries or its or its Subsidiaries’ officers to) and the Company shall cause its Affiliates and its and their respective directors, officers and employees not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives its Subsidiaries’ directors, employees, agents and representatives not to, and shall not publicly announce any intention to, directly or indirectly indirectly, take any of the following actions with any party other than Surf Air and its designees: (a) solicit, knowingly encourage, knowingly assist, initiate or knowingly facilitateparticipate in any inquiry, knowingly induce negotiations or encourage (including by providing informationdiscussions, cooperation or assistance) enter into any inquiries or the making of agreement, with respect to any proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Acquisition Company Proposal, (b) other than informing Persons disclose any information concerning the business, technologies or properties of the provisions contained Company, or afford to any Person access to their respective properties, technologies, books or records, in this Section 4.5connection with any potential Company Proposal, enter into, continue or otherwise participate in any discussions or negotiations regarding any Alternative Acquisition Proposal or (c) execute assist or cooperate with any Person to make any Company Proposal, or (d) enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether or not binding) with respect to an Alternative Acquisition any Person providing for any Company Proposal. Such Shareholder shall, and The Company shall cause each of its Affiliates and its and their respective directors, officers and employees to, and shall direct each of the Representatives of the Company and its Affiliates to, immediately cease and cause to be terminated any and all existing such negotiations, discussions or negotiations agreements (other than with Surf Air) that are the subject matter of clause (a), (b), (c) or (d) above. In the event that the Company, any Person conducted Subsidiary or any of the Company’s or any Subsidiary’s officers, directors, employees or agents shall receive, prior to the date earliest of the Effective Time, the No-Shop Termination Date or the termination of this Agreement. Such Shareholder shall as promptly as practicable (and in , any event within twenty-four (24) hours) notify Buyer of any Alternative Acquisition Company Proposal, or any request for information disclosure or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include access as referenced in clause (ib) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oralabove, the material terms and conditions of such Alternative Acquisition Proposal, request Company shall immediately (or inquirycause to immediately) (including in each case x) suspend any subsequent material amendments discussions with such offeror or other material modifications thereto) party with regard to such offers, proposals, or requests and (iiy) notify Surf Air thereof, including information as to the identity of the third offeror or the party making any such Alternative Acquisition Proposaloffer or proposal and the specific terms of such offer or proposal, request or inquiryas the case may be, and such other information related thereto as Surf Air may reasonably request.

No Solicitation. Such Shareholder Subject to Section 5.15, each Stockholder shall not, and shall cause its controlled Affiliates and its and their respective directors, officers and employees not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, and each Stockholder shall not publicly announce any intention propose to, directly or indirectly (other than with respect to Parent and Purchaser), (a) solicit, initiate initiate, knowingly facilitate or knowingly facilitateencourage any inquiries, knowingly induce proposals or encourage (including by providing informationoffers that constitute, cooperation or assistance) any inquiries or the making of any proposal or offer that constitutes or would could reasonably be expected to lead to to, an Alternative Acquisition Proposal, (b) other than informing Persons of the provisions contained in this Section 4.5, enter intoengage in, continue or otherwise participate in any discussions or negotiations regarding with any third party regarding, or furnish to any third party information or provide to any third party access to the businesses, properties, assets or personnel of the Company or any of its Subsidiaries with respect to or in connection with or with the purpose or effect of encouraging or facilitating, an Alternative Acquisition Proposal Proposal, or (c) execute or enter into any letter of intent, memorandum of understandingagreement, contract, commitment, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement principle or any other Contract (whether arrangement or not binding) understanding with respect to an Alternative Acquisition ProposalProposal or enter into any agreement, contract, commitment, arrangement or understanding requiring such Stockholder to, or contemplating that such Stockholder will, abandon, terminate or fail to consummate the transactions contemplated by this Agreement. Such Shareholder Each Stockholder shall, and shall cause each of its controlled Affiliates and its and their respective directors, officers and employees to, and shall direct each of the Representatives of the Company and its Affiliates to, immediately cease and cause to be terminated terminate any and all existing discussions solicitation, encouragement, discussion or negotiations negotiation with any Person third party theretofore conducted prior by such Stockholder, its controlled Affiliates or its or their respective Representatives with respect to an Alternative Proposal. Except to the date of this extent such notice has previously been provided by the Company pursuant to the Merger Agreement. Such Shareholder , each Stockholder shall as promptly as practicable (and in any event within twenty-four (24) hourstwo calendar days) notify Buyer Parent of any Alternative Acquisition Proposal, or any request for information or inquiry that such Shareholder Stockholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquiry.

No Solicitation. Such Shareholder The Company agrees that until the earlier of (i) the termination of the Agreement pursuant to Section 8.1, and (ii) the Effective Time, except to the extent specifically permitted pursuant to Section 6.3(c) or Section 6.3(d), it shall not, and shall will cause its Affiliates and its and their respective directors, officers and employees Subsidiary not to, and permit or authorize any of its or its Subsidiary’s officers, directors (or affiliates of any such Shareholder shallofficers or directors), and shall cause its Affiliates toemployees, use their reasonable best efforts to cause its and their respective Representatives not toaffiliates, and shall not publicly announce any intention investment bankers, attorneys, accountants, or other agents, advisers or representatives (collectively, “Representatives”) to, directly or indirectly indirectly: (aA) solicit, initiate initiate, seek, knowingly encourage or knowingly facilitate, knowingly support or induce any inquiry with respect to, or encourage the making, submission or announcement of, any Alternative Transaction Proposal; (including by providing informationB) participate or otherwise engage in any discussions or negotiations regarding, cooperation or assistance) furnish to any person any non-public information or grant access to the Company’s books, records or personnel with respect to, or take any other action to facilitate any inquiries or the making of any proposal or offer that constitutes or would could reasonably be expected to lead to, any Alternative Transaction Proposal; (C) grant any person a waiver or release under any standstill or similar agreement with respect to an Alternative Acquisition Proposal, (b) other than informing Persons any class of equity security of the Company or its Subsidiary (which provisions contained in the Company will, and will cause its Subsidiary to, use all reasonable efforts to enforce); provided, that immediately upon any violation of this Section 4.5clause (C), enter intoParent shall automatically be released from its standstill obligations under the Confidentiality Agreement without any further action by any party hereto; (D) approve, continue endorse or otherwise participate in any discussions or negotiations regarding recommend any Alternative Acquisition Proposal Transaction Proposal; or (cE) execute or enter into any letter of intent, memorandum of understandingintent or similar document or any contract, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract commitment (whether binding or not bindingnot) with respect contemplating or otherwise relating to an any Alternative Acquisition ProposalTransaction Proposal or transaction contemplated thereby. Such Shareholder shallThe Company will, and shall will cause each of its Affiliates Subsidiary and its and their respective directors, officers and employees to, and shall direct each of the Representatives of the Company and its Affiliates to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Alternative Transaction Proposal, and, upon Parent’s request, shall request the prompt return or destruction of all confidential information previously furnished to any Person conducted prior to with which the Company, its Subsidiary or its or their Representatives have engaged in any such activities within the twelve (12) month period preceding the date hereof. Any breach of the foregoing provisions of this Agreement. Such Shareholder Section 6.3(a) by its Subsidiary or its or their Representatives shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Buyer of any Alternative Acquisition Proposal, or any request for information or inquiry that such Shareholder reasonably believes could lead be deemed to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) be a copy of breach by the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquiryCompany.

No Solicitation. Such Shareholder (a) As of May 4, 2021, the Company has, and has caused the Company Subsidiaries and the directors, officers and employees of the Company and the Company Subsidiaries to, and has directed and used its reasonable best efforts to cause its other Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to any Takeover Proposal. Promptly after the execution of the Original Agreement, but not later than within three (3) Business Days, the Company did, and did direct its Representatives to, request that each Person (if any) that has executed a confidentiality agreement (other than the Confidentiality Agreement) relating to a potential Takeover Proposal promptly return to the Company or destroy all non-public documents and materials furnished by the Company or any of its Representatives to such Person pursuant to the terms of such confidentiality agreement. Except as permitted by Section 6.3(b), the Company shall not, and shall cause its Affiliates each of the Company Subsidiaries and its and their respective the directors, officers and employees of the Company and the Company Subsidiaries not to, and such Shareholder shall, shall direct and shall cause use its Affiliates to, use their reasonable best efforts to cause its and their respective other Representatives not to, and shall not publicly announce any intention to, directly or indirectly (ai) initiate or solicit, initiate or knowingly facilitate, knowingly induce facilitate or encourage (including by providing information, cooperation or assistance) any inquiries or the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Acquisition a Takeover Proposal, (bii) other than informing Persons of the provisions contained engage in this Section 4.5, enter into, continue or otherwise participate in any discussions or negotiations regarding that would reasonably be expected to lead to a Takeover Proposal, or provide any Alternative Acquisition Proposal access to its properties, books or records or any non‑public information to any Person relating to the Company or any of its Subsidiaries in connection with the foregoing, (ciii) execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, other acquisition agreement, option agreement, joint venture agreement, partnership agreement, letter of intent, term sheet, merger agreement or other Contract (whether or not binding) similar contract with respect to an Alternative Acquisition a Takeover Proposal. Such Shareholder shall, and shall cause each of its Affiliates and its and their respective directors, officers and employees (iv) agree to, and shall direct each approve, endorse, declare advisable, recommend or consummate any Takeover Proposal or (v) authorize, commit to, agree or publicly propose to do any of the Representatives foregoing (except to notify such Person of the existence of the provisions of this Section 6.3). Notwithstanding anything to the contrary contained herein, the Company and shall be permitted to terminate, amend, modify, waive or fail to enforce any provision of any “standstill” or similar obligation of any Person if (i) the Company Board determines in good faith, after consultation with its Affiliates tooutside legal counsel, immediately cease and cause that the failure to take such action would reasonably be likely to be terminated any inconsistent with its statutory duties under applicable Law and all existing discussions or negotiations with (ii) absent such action by the Company, the applicable provisions would prevent any Person conducted prior or group from making a Takeover Proposal privately to the date of this Agreement. Such Shareholder shall as Company Board; provided that the Company promptly as practicable (and in any event within twentyforty-four eight (2448) hourshours thereafter) notify Buyer of any Alternative Acquisition Proposal, or any request for information or inquiry that such Shareholder reasonably believes could lead provides written notice to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) Parent thereof (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of such counterparty) after granting any such limited termination, waiver, amendment, modification or failure to enforce. The Company agrees that any material violations of the third party making such Alternative Acquisition Proposal, request or inquiryrestrictions set forth in this Section 6.3(a) by any Representative of the Company shall be deemed to be a breach by the Company.

No Solicitation. Such Shareholder Each Stockholder agrees that, from the date of this Agreement until the Effective Time, such Stockholder shall not, and shall cause its Affiliates and its and their respective directors, officers and employees not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, and shall use its commercially reasonable efforts to cause its Affiliates and the Representatives thereof and the Other Stockholders and their Affiliates and Representatives not publicly announce any intention to, directly or indirectly through another Person, (ai) solicit, initiate or knowingly facilitate, knowingly induce or encourage (including by providing way of furnishing information), cooperation or assistance) take any other action designed to facilitate, any inquiries or the making of any proposal that constitutes, or offer that constitutes or would could reasonably be expected to lead to to, an Alternative Acquisition Proposal, (bii) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue or otherwise participate in any discussions or negotiations regarding with, or disclose or provide any Alternative non-public information or data relating to the Company or the Company Subsidiaries to, or otherwise afford access to the properties, books or records of the Company or the Company Subsidiaries to, any Third Party or any Representatives thereof with respect to any Acquisition Proposal or (ciii) execute or enter into any letter of intent, memorandum of understanding, agreement or agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether or not binding) principal with any Third Party with respect to an Acquisition Proposal or Alternative Acquisition ProposalTransaction. Such Shareholder Each Stockholder shall, and shall cause each of its Affiliates and its and their respective directors, officers and employees Representatives to, and shall direct each of the Representatives of the Company and use its commercially reasonably efforts to cause its Affiliates and Representatives thereof and the Other Stockholders and their Affiliates and Representatives to, cease immediately cease and cause to be terminated any and all existing discussions or discussions, conversations, negotiations and other communications with any Person conducted prior to the date of this Agreement. Such Shareholder shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Buyer of any Alternative Acquisition Proposalheretofore with respect to, or any request for information that could reasonably be expected to lead to, an Acquisition Proposal or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquiryTransaction.

No Solicitation. Such Shareholder (a) From and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement pursuant to its terms, the Company shall not, and nor shall cause it authorize or permit any member of the Company Group or any of its Affiliates and its and or their respective directorsemployees, officers or directors and employees not any agent, investment banker, attorney or other advisor or representative retained by any member of the Company Group to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, and shall not publicly announce any intention to, (i) directly or indirectly (a) solicit, initiate initiate, encourage or knowingly facilitateinduce the making, knowingly induce submission or encourage announcement of any Acquisition Proposal; (including by providing informationii) engage or otherwise participate in any discussions or negotiations regarding, cooperation or assistance) furnish to any person any non-public information with respect to, or take any other action to facilitate any inquiries or the making of any proposal or offer that constitutes or would may reasonably be expected to lead to, any Acquisition Proposal; (iii) respond to an Alternative or engage in discussions with any person with respect to any Acquisition Proposal, except as to the existence of these provisions; (biv) other than informing Persons of the provisions contained in this Section 4.5approve, enter into, continue endorse or otherwise participate in recommend any discussions or negotiations regarding any Alternative Acquisition Proposal Proposal; or (cv) execute or enter into any letter of intent, memorandum of understandingintent or similar document or any Contract, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether commitment contemplating or not binding) with respect otherwise relating to an Alternative any Acquisition ProposalTransaction. Such Shareholder The Company shall, and shall cause each of its Affiliates and its and their respective directors, officers and employees to, and shall direct each of the Representatives member of the Company Group or any of its or their respective employees, officers or directors and its Affiliates toany agent, investment banker, attorney or other advisor or representative retained by any member of the Company Group, to immediately cease and cause to be terminated any and all existing activities, discussions or and negotiations with any Person conducted heretofore with respect to any Acquisition Proposal and request the return of all confidential information regarding the Company Group provided to any such Person prior to the date hereof pursuant to the terms of any confidentiality agreement or otherwise. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in this Section 5.14 by any employee, officer or director of the Company or any agent, investment banker, attorney or other advisor or representative of the any member of the Company Group shall be deemed to be a breach of this Agreement. Such Shareholder shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Buyer of any Alternative Acquisition Proposal, or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of Section 5.14 by the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquiryCompany.

No Solicitation. Such Shareholder Each Stockholder agrees that, from the date of this Agreement until the Effective Time, such Stockholder shall not, and shall cause its Affiliates and its and their respective directors, officers and employees not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, and shall use its commercially reasonable efforts to cause its Affiliates and the Representatives thereof and the Other Stockholders and their Affiliates and Representatives not publicly announce any intention to, directly or indirectly through another Person, (ai) solicit, initiate or knowingly facilitate, knowingly induce or encourage (including by providing way of furnishing information), cooperation or assistance) take any other action designed to facilitate, any inquiries or the making of any proposal that constitutes, or offer that constitutes or would could reasonably be expected to lead to to, an Alternative Acquisition Proposal, (bii) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue or otherwise participate in any discussions or negotiations regarding with, or disclose or provide any Alternative non-public information or data relating to Parent or the Parent Subsidiaries to, or otherwise afford access to the properties, books or records of Parent or the Parent Subsidiaries to, any Third Party or any Representatives thereof with respect to any Acquisition Proposal or (ciii) execute or enter into any letter of intent, memorandum of understanding, agreement or agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether or not binding) principal with any Third Party with respect to an Acquisition Proposal or Alternative Acquisition ProposalTransaction. Such Shareholder Each Stockholder shall, and shall cause each of its Affiliates and its and their respective directors, officers and employees Representatives to, and shall direct each of the Representatives of the Company and use its commercially reasonably efforts to cause its Affiliates and Representatives thereof and the Other Stockholders and their Affiliates and Representatives to, cease immediately cease and cause to be terminated any and all existing discussions or discussions, conversations, negotiations and other communications with any Person conducted prior to the date of this Agreement. Such Shareholder shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Buyer of any Alternative Acquisition Proposalheretofore with respect to, or any request for information that could reasonably be expected to lead to, an Acquisition Proposal or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquiryTransaction.

No Solicitation. Such Shareholder The Stockholder shall not, and nor shall cause its the Stockholder authorize or permit any of his Affiliates and its and or any of their respective directors, officers and employees not toofficers, and such Shareholder shallemployees, and shall cause its Affiliates toagents, use their reasonable best efforts to cause its and their respective Representatives not toinvestment bankers, and shall not publicly announce any intention financial advisors, attorneys, accountants or other advisors or representatives (collectively, “Representatives”) to, directly or indirectly indirectly, (ai) initiate, solicit, initiate knowingly facilitate or knowingly facilitate, knowingly induce or encourage (including by providing information, cooperation or assistance) any inquiries inquiry or the making of any proposal or offer that constitutes or would could reasonably be expected to lead to an Alternative Acquisition a Company Takeover Proposal, (bii) enter into any letter of intent, memorandum of understanding or other than informing Persons of the provisions contained in this Section 4.5agreement, enter intoarrangement or understanding relating to, or that could reasonably be expected to lead to, a Company Takeover Proposal, or (iii) continue or otherwise participate in any discussions or negotiations regarding regarding, furnish to any Alternative Acquisition Person any information or data with respect to, or otherwise cooperate with or take any other action to knowingly facilitate any proposal that (A) constitutes, or could reasonably be expected to lead to, a Company Takeover Proposal or (cB) execute requires that the Company abandon, terminate or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement fail to consummate the Offer or other Contract (whether or not binding) with respect to an Alternative Acquisition Proposalthe Transactions. Such Shareholder shall, The Stockholder and shall cause each of its his Affiliates and its and their respective directors, officers and employees to, and Representatives shall direct each of the Representatives of the Company and its Affiliates to, (i) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Person Persons or their Representatives conducted prior to the date of this Agreement. Such Shareholder shall as promptly as practicable (and in Agreement with respect to any event within twenty-four (24) hours) notify Buyer of any Alternative Acquisition Proposal, or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) Company Takeover Proposal and (ii) the identity use their reasonable best efforts promptly to inform their Representatives of the third party making obligations undertaken in this Section 1.03. Without limiting the foregoing, any violation of the restrictions set forth in this Section 1.03 by any Representative, whether or not such Alternative Acquisition ProposalPerson is purporting to act on behalf of the Stockholder, request shall be deemed to be a breach of this Section 1.03 by the Stockholder. Notwithstanding the foregoing, any action that is permitted by the Merger Agreement to be taken by the Stockholder in his capacity as a director or inquiryofficer shall not be prohibited by this Section 1.03.

No Solicitation. Such Subject to Section 5(a) hereof, Shareholder shall immediately cease, and shall cause any Affiliates of Shareholder to immediately cease, any discussions or negotiations with any third-party that may be ongoing with respect to a Competing Proposal, or any proposal that could reasonably be expected to lead to a Competing Proposal, and shall request to have returned promptly any confidential information that has been provided since January 2015 in any such discussions or negotiations. From the date hereof until the earlier of the Effective Time or the date of termination of this Agreement in accordance with its terms, Shareholder shall not, and shall cause its the Affiliates and its and their respective directors, officers and employees of Shareholder not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, and shall not publicly announce any intention to, directly or indirectly indirectly, (ai) solicit, initiate or knowingly facilitate, knowingly induce or encourage (including by providing information, cooperation or assistanceway of furnishing information which has not been previously publicly disseminated) any inquiries Competing Proposal or the making of any proposal or offer that constitutes or which would reasonably be expected to lead to an Alternative Acquisition a Competing Proposal, (bii) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue or otherwise participate engage in any discussions or negotiations regarding any Alternative Acquisition Competing Proposal or (ciii) execute approve, endorse, recommend or enter into into, or publicly propose to approve, endorse, recommend or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership merger agreement or other Contract (whether or not binding) similar definitive agreement with respect to any Competing Proposal; provided, however, that, for the avoidance of doubt, the foregoing restrictions shall not apply to Shareholder in his capacity as an Alternative Acquisition Proposal. Such Shareholder shall, and shall cause each of its Affiliates and its and their respective directors, officers and employees to, and shall direct each of the Representatives officer or director of the Company and its Affiliates to, immediately cease and cause to be terminated any and all existing discussions or negotiations with any Person conducted prior to the date extent such actions are permitted by the terms of this the Merger Agreement. Such Shareholder shall as promptly as practicable (promptly, and in any event within twenty-four no later than 24 hours, after it receives (24x) hours) notify Buyer of any Alternative Acquisition Competing Proposal or indication by any Person that it is considering making a Competing Proposal, or (y) any request for non-public information relating to the Company or its Subsidiaries other than requests for information in the ordinary course of business consistent with past practice and unrelated to a Competing Proposal or (z) any inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition request for discussions or negotiations regarding any Competing Proposal, which notification shall include (i) a copy notify the Company orally and in writing of any of the applicable written Alternative Acquisition Proposalforegoing occurrences, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party Person making such Alternative Acquisition request, inquiry or Competing Proposal and provide the Company with a copy of such request, inquiry or Competing Proposal (or where no such copy is available, a reasonably detailed description of such request, inquiry or Competing Proposal), request including any modifications thereto. For the avoidance of doubt, notwithstanding anything to the contrary in this Section 1(c), this Section 1(c) shall not prohibit any discussions, negotiations, or inquiryTransfers related to any permitted Transfers pursuant to Section 1(b), and any Transfer permitted under Section 1(b) will not constitute a breach of this Section 1(c).

No Solicitation. Such Shareholder shall Each of Holder and Altus Sponsor agrees that it will not, and shall will cause its Affiliates and its Subsidiaries and their respective directors, officers and employees directors not to, and such Shareholder shall, and shall cause its Affiliates to, will use their respective reasonable best efforts to cause its and their respective other Representatives not to, directly or indirectly, take any of the actions listed in clauses (i) – (iv) of Section 5.9(b) of the Contribution Agreement (giving effect to any amendment or modification of such clauses after the date of this Agreement approved in accordance with the Contribution Agreement). Each of Holder and Altus Sponsor shall, and shall not publicly announce any intention cause its Subsidiaries and their respective officers and directors to, directly and shall use their respective reasonable best efforts to cause its and their other Representatives to, immediately cease, and cause to be terminated, any discussions or indirectly (a) solicitnegotiations conducted before the date of this Agreement with any Person other than the Raptor Parties with respect to any inquiry, initiate or knowingly facilitate, knowingly induce or encourage (including by providing information, cooperation or assistance) any inquiries or the making of any proposal or offer that constitutes constitutes, or would reasonably be expected to lead to, a Company Competing Proposal. In addition, each of Holder and Altus Sponsor agrees to an Alternative Acquisition Proposal, (bbe subject to Section 5.9(c) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue Contribution Agreement (giving effect to any amendment or otherwise participate in any discussions or negotiations regarding any Alternative Acquisition Proposal or (c) execute or enter into any letter modification of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether or not binding) with respect to an Alternative Acquisition Proposal. Such Shareholder shall, and shall cause each of its Affiliates and its and their respective directors, officers and employees to, and shall direct each of the Representatives of the Company and its Affiliates to, immediately cease and cause to be terminated any and all existing discussions or negotiations with any Person conducted prior to such section after the date of this Agreement approved in accordance with the Contribution Agreement) as if Holder or Altus Sponsor, as applicable, were “the Company” thereunder. Such Shareholder shall as promptly as practicable (Each of Holder and in any event within twenty-four (24) hours) notify Buyer of any Alternative Acquisition ProposalAltus Sponsor further agrees that it will not, and will cause its Affiliates not to, directly or indirectly, modify, alter or amend, or offer or agree to, directly or indirectly, modify, alter or amend, any request contract with the Company or any of its Subsidiaries to facilitate a Company Competing Proposal; provided, however, that, for information purposes of this sentence, Affiliates shall not include the Company or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquiryCompany Subsidiaries.

No Solicitation. Such Shareholder Except to the extent the Company would be permitted under Section 6.04 of the Merger Agreement to take such actions at the applicable time (and subject to compliance with the notice, disclosure and other obligations that the Company would be required to comply with in connection therewith), from the date of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with its terms, each Stockholder shall not, and shall cause its Affiliates and its and their respective directors, officers and employees representatives not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, and shall not publicly announce any intention to, directly or indirectly indirectly, (ai) solicit, initiate initiate, propose or knowingly facilitate, knowingly induce take any action to facilitate or encourage (including by providing way of furnishing non-public information, cooperation or assistance) the submission of any inquiries Takeover Proposal or the making of any proposal that constitutes, or offer that constitutes or would could reasonably be expected to lead to an Alternative Acquisition to, any Takeover Proposal; (ii) conduct, (b) other than informing Persons of the provisions contained in this Section 4.5continue, enter intoengage in, continue solicit, or otherwise participate in any discussions or negotiations regarding with, disclose any Alternative Acquisition non-public information relating to the Company or any of its Subsidiaries to, afford access to the business, properties, assets, personnel, books or records of the Company or any of its Subsidiaries to, or participate in, facilitate, encourage, or knowingly assist any effort by, any third party that could reasonably be expected to make, or has made, any Takeover Proposal or (ciii) execute enter into, approve or enter into recommend any letter of intent, memorandum of understanding, agreement in principle, merger letter of intent, term sheet, acquisition agreement, acquisition merger agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether relating to any Takeover Proposal, or not binding) with respect agree or commit to an Alternative Acquisition Proposalor agree to facilitate any of the foregoing. Such Shareholder Each Stockholder shall, and shall cause each of its Affiliates and its and their respective directors, officers and employees to, and shall direct each of the Representatives of the Company and its Affiliates representatives to, immediately cease and cause to be terminated any and all existing discussions or negotiations with any Person (other than Parent) conducted prior theretofore with respect to any Takeover Proposal and request from each Person that has executed a confidentiality agreement with such Stockholder the date prompt return or destruction of this Agreement. Such Shareholder shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Buyer of any Alternative Acquisition Proposal, all confidential information previously furnished to such Person or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquiryits representatives.

No Solicitation. Such Shareholder (a) Subject to Section 6.15, during the Pre-Closing Period, each Stockholder shall not, and shall cause its controlled Affiliates and its and not to, shall cause their respective directors, officers and employees its financial advisors engaged in connection with the transactions contemplated by this Agreement not to, and such Shareholder shall, and shall cause use its Affiliates to, use their reasonable best efforts to cause its and their respective the other Representatives of such Stockholder not to, and each Stockholder shall not publicly announce any intention propose to, directly or indirectly (aother than with respect to Parent and Purchaser), (i) solicit, initiate initiate, or knowingly facilitateencourage the submission of, any Takeover Proposal or any inquiry proposal or offer that constitutes or could reasonably be expected to lead to a Takeover Proposal, (ii) recommend any Takeover Proposal or enter into any agreement, agreement-in-principle or letter of intent with respect to, or that is intended to result in, or would reasonably be expected to lead to, any Takeover Proposal (or resolve to or publicly propose to do any of the foregoing), or (iii) participate or engage in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or knowingly induce or encourage (including by providing information, cooperation or assistance) take any action to facilitate any inquiries or the making of any inquiry, proposal or offer that constitutes constitutes, or would reasonably be expected to lead to an Alternative Acquisition Proposalto, (b) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue or otherwise participate in any discussions or negotiations regarding any Alternative Acquisition Proposal or (c) execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether or not binding) with respect to an Alternative Acquisition Takeover Proposal. Such Shareholder shallEach Stockholder shall not, and shall cause each of its controlled Affiliates and its and not to, shall cause their respective directors, officers and employees its financial advisors engaged in connection with the transactions contemplated by this Agreement not to, and shall direct each of use its reasonable best efforts to cause the other Representatives of the Company and its Affiliates such Stockholder not to, cease immediately cease and cause to be terminated terminated, any and all existing activities, discussions or negotiations negotiations, if any, with any Person third party or its Representatives conducted prior to the date of this Agreement. Such Shareholder shall as promptly as practicable (and in hereof with respect to any event within twenty-four (24) hours) notify Buyer of any Alternative Acquisition Takeover Proposal, or and request that any request for such third party and its Representatives in possession of non-public information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy in respect of the applicable written Alternative Acquisition Proposal, request Company and the Company Subsidiaries return or inquiry (or, if oral, the material terms and conditions of destroy all such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquiryinformation.

No Solicitation. Such Shareholder (a) During the period from the execution of this Agreement through the Acceptance Time, the Company shall not, and shall cause its Affiliates Subsidiaries and its and their respective directors, officers and employees officers, employees, investment bankers, financial advisors, attorneys, accountants or other advisors, agents or representatives (collectively, “Representatives”) to not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, and shall not publicly announce any intention to, directly or indirectly (ai) whether publicly or otherwise, solicit, initiate initiate, endorse, encourage or knowingly facilitatefacilitate any inquiry, knowingly induce proposal or encourage (including by providing informationoffer with respect to, cooperation or assistance) any inquiries or the making of or completion of, any Acquisition Proposal, or any inquiry, proposal or offer that constitutes or would is reasonably be expected likely to lead to an Alternative to, facilitate the making of or assist in the submission of any Acquisition Proposal, (bii) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue or otherwise participate in any discussions or negotiations regarding regarding, or furnish to any Alternative Person (other than Parent or any designees or Representatives of Parent) any information or data with respect to, or otherwise cooperate in any way with, any Acquisition Proposal Proposal, (iii) furnish to any Person (other than Parent or any designees or Representatives of Parent) any non-public information relating to the Company, or afford to any Person (cother than Parent or any designees or Representatives of Parent) execute access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company, in any such case with the intent to, or that would reasonably be expected to, facilitate the making, submission or announcement of any proposal that constitutes or would reasonably be likely to lead to an Acquisition Proposal, (iv) enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition purchase agreement, option agreement, joint venture agreement, partnership letter of intent or similar agreement or other Contract (whether or not binding) with respect to an Alternative Acquisition ProposalTransaction (other than an Acceptable Confidentiality Agreement entered into pursuant to ‎Section 4.3(b)) or (v) resolve, agree or propose to do any of the foregoing. Such Shareholder The Company shall, and shall cause each of its Affiliates Subsidiaries and its and their respective directors, officers and employees to, and shall direct each of the Representatives of the Company and its Affiliates Subsidiaries to, (A) immediately cease and cause to be terminated any and all existing discussions or and negotiations with any Person (other than Parent or any designees or Representatives of Parent) conducted prior heretofore with respect to any Acquisition Proposal or potential Acquisition Proposal and immediately terminate all physical and electronic data room access previously granted to any such Person, (B) request the date prompt return or destruction of this Agreement. Such Shareholder shall as promptly as practicable (and in all confidential information previously furnished with respect to any event within twenty-four (24) hours) notify Buyer of any Alternative Acquisition Proposal or potential Acquisition Proposal, and (C) not terminate, waive, amend, release or modify any provision of any confidentiality or standstill agreement to which it or any request for information of its Affiliates or inquiry that such Shareholder reasonably believes could lead Representatives is a party with respect to any Acquisition Proposal or contemplates an Alternative potential Acquisition Proposal, and shall enforce the provisions of any such agreement, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of seeking any injunctive relief available to enforce such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquiryagreement.

No Solicitation. Such Shareholder (a) Prior to the Expiration Date, each Stockholder (in its capacity as a stockholder of the Company) shall not, and shall cause its Affiliates and its and their respective directors, officers and employees not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, and shall not publicly announce any intention to, directly or indirectly (aif applicable) solicit, initiate or knowingly facilitate, knowingly induce or encourage (including by providing information, cooperation or assistance) any inquiries or the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Acquisition Proposal, (b) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue or otherwise participate in any discussions or negotiations regarding any Alternative Acquisition Proposal or (c) execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether or not binding) with respect to an Alternative Acquisition Proposal. Such Shareholder shall, and shall cause each of its Affiliates and its and their respective directors, officers and or employees not to, and shall direct each of use its reasonable best efforts to cause its and their other Representatives not to, directly or indirectly (other than with respect to Parent and Merger Sub), (i) solicit, initiate, knowingly facilitate or knowingly encourage any inquiries, proposals or offers that constitute, or that could reasonably be expected to lead to, an Acquisition Proposal, (ii) engage in, continue or otherwise participate in any discussions or negotiations with any third party regarding an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, or furnish to any third party information or provide to any third party access to the Representatives businesses, properties, assets or personnel of the Company or any of its Subsidiaries, in each case in connection with an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, or for the purpose of encouraging or facilitating an Acquisition Proposal, (iii) enter into any letter of intent, agreement, contract, commitment or agreement in principle (other than an Acceptable Confidentiality Agreement) with respect to an Acquisition Proposal or enter into any agreement, contract or commitment requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by the Merger Agreement, (iv) approve, support, adopt or recommend any Acquisition Proposal, or (v) resolve or agree to do any of the foregoing. From and after the execution of this Agreement, each Stockholder shall, and shall cause (if applicable) each of its Affiliates to, and direct its and their respective Representatives to immediately cease and cause to be terminated any and all existing discussions or negotiations with any Person third party conducted prior heretofore with respect to the date of this Agreement. Such Shareholder shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Buyer of Acquisition Proposal or any Alternative inquiry, proposal, offer that could reasonably be expected to lead to an Acquisition Proposal, or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquiry.

No Solicitation. Such Shareholder Subject to Section 3.03(d), the Stockholder shall not, and shall cause its Affiliates Koninklijke Philips Electronics N.V. ("PHILIPS") and its each other direct and their respective directors, officers and employees indirect subsidiary of Philips not to, take any action to solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any FEI Acquisition Proposal, or engage in discussions or negotiations with any person or entity (other than with Xxxxxxxx and the Company or any of their Affiliates or Representatives) with respect to any FEI Acquisition Proposal, (other than any Superior FEI Proposal or related FEI Acquisition Transaction) or disclose any nonpublic information relating to Xxxxxxxx or any subsidiary of Xxxxxxxx. The Stockholder shall advise Xxxxxxxx and the Company of any FEI Acquisition Proposal (including the identity of the person or entity making or submitting such Shareholder FEI Acquisition Proposal and the terms thereof) that is made or submitted by any person or entity after the date of this Agreement, reasonably promptly following its receipt thereof. The Stockholder shall keep Xxxxxxxx and the Company reasonably informed with respect to the status of any such FEI Acquisition Proposal. The Stockholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its Philips and their respective Representatives not to, each other direct and shall not publicly announce any intention to, directly or indirectly (a) solicit, initiate or knowingly facilitate, knowingly induce or encourage (including by providing information, cooperation or assistance) any inquiries or the making indirect subsidiary of any proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Acquisition Proposal, (b) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue or otherwise participate in any discussions or negotiations regarding any Alternative Acquisition Proposal or (c) execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether or not binding) with respect to an Alternative Acquisition Proposal. Such Shareholder shall, and shall cause each of its Affiliates and its and their respective directors, officers and employees to, and shall direct each of the Representatives of the Company and its Affiliates Philips to, immediately cease and cause to be terminated any and all existing discussions now pending with any person or entity that relate to any FEI Acquisition Proposal or FEI Acquisition Transaction, other than discussions or negotiations with any Person conducted prior to Xxxxxxxx and the date of this Agreement. Such Shareholder shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Buyer of any Alternative Acquisition Proposal, Company or any request for information their Affiliates or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquiryRepresentatives.

No Solicitation. Such Shareholder shall From the date of this Agreement until the Closing or the earlier termination of this Agreement in accordance with Article VIII, Seller will not, and shall will cause its the Acquired Companies and the directors, officers, employees, advisors, representatives, controlled Affiliates and agents of the Acquired Companies, to not, directly or indirectly, (i) negotiate, recommend, propose or enter into any agreement or any transaction involving a merger, consolidation, business combination, purchase or disposition of any assets of the Acquired Companies or any capital stock of the Acquired Companies other than the transactions contemplated by this Agreement (an “Acquisition Transaction”); provided, however, that an “Acquisition Transaction” shall exclude any such agreement or transaction involving all or any material portion the assets of Seller (other than the Acquired Companies) or all or any material portion of Seller’s capital stock after giving effect to the sale of the Acquired Companies pursuant to this Agreement (provided, that (x) Seller shall provide Buyer with prompt written notice (and in any event within one (1) Business Day) following the entry into of any such agreement or transaction and (y) for the avoidance of doubt, any such agreement or transaction shall not relieve Seller of its and their respective directorsobligations hereunder), officers and employees not to(ii) knowingly encourage, and such Shareholder solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any Person, any information concerning the business, operations, properties or assets of the Acquired Companies in connection with a proposal for an Acquisition Transaction, or (iv) otherwise knowingly cooperate in any way with, or assist or participate in, or encourage, any effort or attempt by any other Person or entity to do or seek any of the foregoing. Seller shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its the Acquired Companies and their respective Representatives not to, and shall not publicly announce any intention to, directly or indirectly (a) solicit, initiate or knowingly facilitate, knowingly induce or encourage (including by providing information, cooperation or assistance) any inquiries or the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Acquisition Proposal, (b) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue or otherwise participate in any discussions or negotiations regarding any Alternative Acquisition Proposal or (c) execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether or not binding) with respect to an Alternative Acquisition Proposal. Such Shareholder shall, and shall cause each of its Affiliates and its and their respective directors, officers and employees to, and shall direct each of the Representatives of the Company and its Affiliates representatives to, immediately cease and cause to be terminated any and all existing discussions or negotiations with any Person persons or entities (other than Buyer and its Affiliates) conducted prior heretofore with respect to the date of this Agreement. Such Shareholder shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Buyer of any Alternative Acquisition Proposal, or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquiryTransaction.

No Solicitation. Such Shareholder (a) Subject to the other terms of this Section 5.3, the Company agrees that it shall not, and that it shall cause use its Affiliates and its and their respective directors, officers and employees not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, and shall not publicly announce any intention to, directly or indirectly indirectly: (ai) solicit, initiate or knowingly encourage, or take any other action knowingly to facilitate, knowingly induce or encourage (including by providing informationany inquiry with respect to, cooperation or assistance) any inquiries or the making of making, submission or announcement of, any proposal or offer that constitutes constitutes, or would could reasonably be expected to constitute, a Company Alternative Proposal, (ii) enter into, maintain, participate in or continue any discussions or negotiations regarding, or furnish to any person any nonpublic or other information with respect to, any proposal that constitutes, or could reasonably be expected to constitute, a Company Alternative Proposal, or in response to any inquiries or proposals that could reasonably be expected to lead to an any Company Alternative Acquisition Proposal, except to notify such person as to the existence of the provisions of this Section 5.3, (iii) agree to, approve, endorse or recommend to the Company stockholders any Company Alternative Proposal, (biv) other than informing Persons authorize or permit any of the provisions contained in this Section 4.5, enter into, continue or otherwise participate in its Representatives to take any discussions or negotiations regarding any Alternative Acquisition Proposal such action or (cv) execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership intent or similar document or any agreement or other Contract commitment providing for any Company Alternative Proposal (whether except as contemplated by Section 7.1(g)). Subject to Section 5.3(b), the Company shall not release any third party from, or not binding) with respect waive any provision of, any confidentiality or standstill agreement to an Alternative Acquisition Proposalwhich it is a party. Such Shareholder The Company shall, and shall use its reasonable best efforts to cause each of its Affiliates and its and their respective directors, officers and employees Representatives to, and shall direct each of the Representatives of the Company and its Affiliates to, (i) immediately cease and cause to be terminated any and all existing discussions or negotiations with any Person parties that may have been conducted heretofore with respect to a Company Alternative Proposal, (ii) with respect to third parties with whom discussions or negotiations have been terminated on or prior to the date of this Agreement. Such Shareholder shall as promptly as practicable (and , use its reasonable best efforts to obtain the return or the destruction of, in any event within twenty-four (24) hours) notify Buyer of any Alternative Acquisition Proposal, or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy accordance with the terms of the applicable written Alternative Acquisition Proposalconfidentiality agreement, request confidential information previously furnished by the Company or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) its Representatives and (iiiii) the identity of the third party making such Alternative Acquisition Proposal, request cause any physical or inquiryvirtual data room to no longer be accessible to or by any person other than Parent and its Affiliates.

No Solicitation. Such Shareholder shall not(a) Each of CCT II, FSIC III, FSIC IV and shall cause its Affiliates and its and their respective directors, officers and employees not to, and such Shareholder FSIC II shall, and shall cause its Affiliates torespective Affiliates, use their reasonable best efforts to cause its and their respective Representatives not toConsolidated Subsidiaries, and shall not publicly announce any intention to, directly or indirectly (a) solicit, initiate or knowingly facilitate, knowingly induce or encourage (including by providing information, cooperation or assistance) any inquiries or the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Acquisition Proposal, (b) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue or otherwise participate in any discussions or negotiations regarding any Alternative Acquisition Proposal or (c) execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether or not binding) with respect to an Alternative Acquisition Proposal. Such Shareholder shall, and shall cause each of its Affiliates and its and each of their respective officers, directors, officers trustees, managers, employees, consultants, financial advisors, attorneys, accountants and employees toother advisors, representatives and shall direct each of the Representatives of the Company and its Affiliates agents (collectively, “Representatives”) to, immediately cease and cause to be terminated any and all existing discussions or negotiations with any parties that may be ongoing with respect to, or that are intended to or could reasonably be expected to lead to, a Takeover Proposal, and demand the immediate return or destruction (which destruction shall be certified in writing to CCT II, FSIC III, FSIC IV or FSIC II, as applicable) of all confidential information previously furnished to any Person conducted prior (other than CCT II, FSIC III, FSIC IV, FSIC II or their respective Affiliates or Representatives) with respect to any Takeover Proposal. Prior to the date Effective Time, subject to Section 7.6 in the case of this Agreement. Such Shareholder CCT II, FSIC III and FSIC IV and Section 7.7 in the case of FSIC II, each of CCT II, FSIC II, FSIC III and FSIC IV shall as promptly as practicable (not, and in any event within twenty-four (24) hours) notify Buyer of any Alternative Acquisition Proposalshall cause its respective Affiliates, or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include Consolidated Subsidiaries and its and their respective Representatives not to: (i) a copy of the applicable written Alternative Acquisition Proposaldirectly or indirectly solicit, request initiate, induce, encourage or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) take any other action (including in each case by providing information) designed to, or which could reasonably be expected to, facilitate any subsequent material amendments inquiries or other material modifications theretothe making or submission or implementation of any proposal or offer (including any proposal or offer to its stockholders) and with respect to any Takeover Proposal; (ii) approve, publicly endorse or recommend or enter into any agreement, arrangement, discussions or understandings with respect to any Takeover Proposal (including any letter of intent, agreement in principle, memorandum of understanding or confidentiality agreement) or enter into any Contract or understanding (including any letter of intent, agreement in principle, memorandum of understanding or confidentiality agreement) requiring it to abandon, terminate or fail to consummate, or that is intended to or that could reasonably be expected to result in the identity abandonment of, termination of or failure to consummate, any of the third party Mergers or any other Transaction; (iii) initiate or participate in any way in any negotiations or discussions regarding, or furnish or disclose to any Person (other than FSIC II, FSIC III, FSIC IV, CCT II or their respective Affiliates or Representatives) any information with respect to, or take any other action to facilitate or in furtherance of any inquiries or the making such Alternative Acquisition of any proposal that constitutes, or could reasonably be expected to lead to, any Takeover Proposal; (iv) publicly propose or publicly announce an intention to take any of the foregoing actions; or (v) grant any (x) approval pursuant to any Takeover Statute to any Person (other than FSIC II, request FSIC III, FSIC IV, CCT II or inquirytheir respective Affiliates) or with respect to any transaction (other than the Transactions) or (y) waiver or release under any standstill or any similar agreement with respect to equity securities of CCT II, FSIC III, FSIC IV or FSIC II.

No Solicitation. Such Shareholder (a) The Company shall, shall cause the Subsidiaries to, and shall use its commercially reasonable efforts to cause the officers, directors, employees, investment bankers, attorneys and other agents and representatives of the Company and the Subsidiaries to, immediately cease any existing activities, information exchanges, discussions or negotiations with any person (including a "person" as defined in Section 13(d)(3) of the Exchange Act) other than Parent or the Purchaser (a "Third Party") heretofore conducted with respect to any Acquisition Transaction (as hereinafter defined). The Company shall not, and shall cause its Affiliates and its and their respective directors, officers and employees not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives the Subsidiaries not to, and shall use its commercially reasonable efforts to cause the officers, directors, employees, investment bankers, attorneys and other agents and representatives of the Company and the Subsidiaries not publicly announce any intention to, directly or indirectly indirectly, (ai) solicit, initiate or knowingly facilitateinitiate, knowingly induce continue, or encourage (including by providing way of furnishing or disclosing non-public information, cooperation or assistance) any inquiries inquiries, proposals or the making offers from any Third Party with respect to any acquisition or purchase of any proposal all or offer that constitutes or would reasonably be expected to lead to an Alternative Acquisition Proposal, (b) other than informing Persons a material portion of the provisions contained assets or business of, or any significant equity interest in this Section 4.5(including by way of a tender offer), or any merger, consolidation or business combination with, or any similar transaction involving, the Company (the foregoing being referred to collectively as an "Acquisition Transaction"), or (ii) negotiate or otherwise communicate in any way with any Third Party with respect to any Acquisition Transaction or enter into, continue approve or otherwise participate in recommend any discussions or negotiations regarding any Alternative Acquisition Proposal or (c) execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreementarrangement or understanding requiring the Company to abandon, option agreementterminate or fail to consummate the Offer and/or the Merger or any other transaction contemplated hereby. Additionally, joint venture agreementthe Company shall terminate all letters of intent or agreements with respect to any Acquisition Transaction outstanding as of the date hereof and shall provide evidence of such termination to Parent. Notwithstanding anything to the contrary in the foregoing, partnership agreement or other Contract (whether or not binding) the Company may in response to an unsolicited proposal with respect to an Alternative Acquisition Proposal. Such Shareholder shallTransaction with a Third Party furnish or disclose non-public information to such Third Party and negotiate or otherwise communicate with such Third Party, and shall cause in each case only if (A) the Board of its Affiliates and its and their respective directors, officers and employees to, and shall direct each Directors of the Representatives of Company (after consultation with its outside legal counsel and independent financial advisors) reasonably determines in good faith that such proposal would be likely to be more favorable to the Company and its Affiliates shareholders than the transactions contemplated hereby (the proposal with respect to an Acquisition Transaction meeting the requirements of clause (A), a "Superior Proposal"); and (B) prior to furnishing or disclosing any non-public information to, immediately cease and cause to be terminated any and all existing or entering into discussions or negotiations with any Person conducted prior with, such Third Party, the Company receives from such Third Party a customary confidentiality agreement similar in all material respects to the date of Confidentiality Agreement; provided, however, that the Company shall not enter into a definitive agreement with respect to a Superior Proposal unless the Company concurrently terminates this Agreement. Such Shareholder shall as promptly as practicable (and Agreement in any event within twenty-four (24) hours) notify Buyer of any Alternative Acquisition Proposal, or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of accordance with the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquiryhereof.

No Solicitation. Such Shareholder (a) Subject to Section 5.5(b), from and after the date hereof , the Company shall not, and shall cause its Affiliates the Company Subsidiaries and its and their respective directors, officers and employees not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective direct the Company Representatives not to, and shall not publicly announce any intention to, directly or indirectly indirectly: (ai) solicitinitiate, initiate solicit or knowingly facilitate, knowingly induce or encourage (including by way of providing information, cooperation or assistance) any inquiries or the making submission of any proposal inquiries, proposals or offer offers that constitutes constitute, or would reasonably be expected to lead to an Alternative to, any Acquisition Proposal, (b) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue Proposal or otherwise participate engage in any discussions or negotiations regarding with respect thereto or otherwise participate in or facilitate any Alternative Acquisition Proposal such inquiries, proposals, offers, discussions or negotiations, (cii) execute or enter into any merger agreement, letter of intent, memorandum of understanding, agreement in principle, merger share purchase agreement, acquisition asset purchase agreement, share exchange agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether or not binding) with respect similar agreement relating to an Alternative Acquisition Proposal. Such Shareholder shallProposal or enter into any agreement or agreement in principle requiring the Company to abandon, and terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder, (iii) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation, or any restrictive provision of any applicable anti-takeover provision in the Company’s articles of incorporation or bylaws, inapplicable to any transactions contemplated by an Acquisition Proposal (and, to the extent permitted thereunder, the Company shall cause each promptly take all steps necessary to terminate any waiver that may have been heretofore granted, to any Person other than Parent or any of its Affiliates and its and their respective directorsParent’s Affiliates, officers and employees tounder any such provisions), and shall direct each or (iv) resolve or agree to do any of the Representatives of the foregoing. The Company and its Affiliates to, shall immediately cease and cause to be terminated any and all existing discussions or negotiations with any Person conducted prior to the date of this Agreement. Such Shareholder shall as promptly as practicable hereafter (and but in any no event within later than twenty-four (24) hourshours after the date hereof) notify Buyer of cause to be terminated any Alternative Acquisition Proposalsolicitation, discussion or negotiation with any Persons conducted heretofore by the Company, the Company Subsidiaries, or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Company Representatives with respect to any Acquisition Proposal, request Proposal and shall use its commercially reasonable efforts to cause to be returned or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request destroyed all confidential information provided by or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity on behalf of the third party making Company or any Company Subsidiary to such Alternative Acquisition Proposal, request or inquiryPerson.

No Solicitation. Such Shareholder (a) During the period beginning on the date of this Agreement and continuing until the earlier of the Effective Time and the termination of this Agreement in accordance with Section 9.1, the Company and its Subsidiaries and their respective officers and directors shall, and the Company shall instruct and cause its and its Subsidiaries’ other Representatives to, cease and cause to be terminated any discussions or negotiations with any Person that would otherwise be prohibited by this Section 7.7(a). Promptly following the execution of this Agreement, the Company shall deliver a written notice to each such Person to the effect that, subject to the provisions of this Section 7.7, the Company is ending all discussions and negotiations with such Person with respect to any Alternative Proposal, effective on and from date of this Agreement, and the notice shall also request such Person to promptly return or destroy all confidential information concerning the Company and/or its Subsidiaries. Subject to the provisions of this Section 7.7, during the period commencing on the date of this Agreement and continuing until the earlier to occur of the Effective Time and the Termination Date, the Company and its Subsidiaries shall not, and shall cause its Affiliates and its and their respective directors, officers and employees not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, and shall not publicly announce any intention to, directly or indirectly indirectly, (ai) solicitsolicit (including by way of furnishing non-public information), initiate or knowingly facilitateencourage or facilitate any inquiry with respect to, knowingly induce or encourage the making, submission or announcement of, any proposal or offer that constitutes, or is reasonably expected to lead to, an Alternative Proposal, (including by providing ii) furnish to any Person (other than Parent or Merger Sub or their respective designees) any non-public information relating to the Company and/or its Subsidiaries, or afford to any Person access to the business, properties, assets, books, records or other non-public information, cooperation or assistance) to any personnel, of the Company and/or its Subsidiaries (other than Parent or Merger Sub or their respective designees), in any such case relating to an Alternative Proposal or any inquiries or the making of any proposal or offer that constitutes or would reasonably be expected to could lead to an Alternative Acquisition Proposal, (biii) other than informing Persons of the provisions contained in this Section 4.5, enter intoengage in, continue or otherwise participate in any discussions or negotiations regarding any Alternative Acquisition Proposal with any Person, except to notify such Person as to the existence and content of the provisions of this Section 7.7, or (civ) execute grant any waiver, amendment or enter into release under any letter standstill or confidentiality agreement (except for any portion of intent, memorandum any such standstill or confidentiality agreement that restricts the ability of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether or not binding) with respect a Person to communicate an Alternative Acquisition Proposal. Such Shareholder shall, and shall cause each of its Affiliates and its and their respective directors, officers and employees to, and shall direct each of the Representatives of the Proposal to Company and its Affiliates to, immediately cease and cause to be terminated any and all existing discussions or negotiations with any Person conducted prior to the date of this Agreement. Such Shareholder shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Buyer of any Alternative Acquisition ProposalBoard), or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquiryanti-takeover laws.

No Solicitation. Such Shareholder (a) Subject to the provisions of this Section 5.4(a), from the date of this Agreement until the earlier of the Effective Time and the Termination Date, the Company agrees that it shall not, and shall cause its Affiliates Subsidiaries and its and their respective directors, directors and officers and employees not to, and such Shareholder shall, and shall cause use its Affiliates to, use their reasonable best efforts to cause its and their respective other Representatives not to, and shall not publicly announce any intention to, directly or indirectly indirectly, (ai) solicit, initiate or knowingly facilitate, facilitate or knowingly induce or encourage (including by providing information, cooperation or assistance) any inquiries or the making or submission of any proposal proposal, offer or offer indication of intent that constitutes constitutes, or would reasonably be expected to lead to to, or result in, an Alternative Acquisition Proposal, (bii) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue or otherwise participate engage in any discussions or negotiations with any Person regarding any an Alternative Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to, or result in, an Alternative Proposal (cexcept to notify such Person that the provisions of this Section 5.4(a) execute prohibit any such discussions or negotiations), (iii) furnish any nonpublic information relating to the Company or its Subsidiaries in connection with or for the purpose of facilitating or encouraging an Alternative Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to, or result in, an Alternative Proposal; (iv) recommend or enter into any other letter of intent, memorandum of understandingunderstandings, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership merger agreement or other Contract (whether or not binding) with respect to similar agreement providing for an Alternative Acquisition ProposalProposal (except for confidentiality agreements permitted under Section 5.4(b)); (v) take any action to exempt any Person (other than Parent and its Subsidiaries) from the restrictions on “business combinations” or any similar provision contained in applicable Takeover Statutes or the Company’s organizational and other governing documents; (vi) approve any transaction under, or any Person becoming an “interested stockholder” under, Section 203 of the DGCL or the Company’s organizational and other governing documents or (vii) resolve to do any of the foregoing. Such Shareholder The Company shall, and shall cause each of its Affiliates Subsidiaries and its and their respective directors, officers and employees Representatives to, and shall direct each of the Representatives of the Company and its Affiliates to, cease immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Person third party and its Representatives conducted prior to the date of this Agreementhereof with respect to any Alternative Proposal. Such Shareholder The Company shall as promptly as practicable (and in any event within twentyfive Business Days of the date hereof) request that each third party that has executed a confidentiality agreement within the 24-four (24) hours) notify Buyer month period prior to the date hereof in connection with its consideration of any Alternative Acquisition Proposal, Proposal return or destroy all confidential information pursuant to such confidentiality agreement heretofore furnished to such Person by or on behalf of the Company or any request for information or inquiry that such Shareholder reasonably believes could lead of its Subsidiaries, and the Company shall confirm to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy Parent the receipt of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions all certifications of such Alternative Acquisition Proposal, request return or inquiry) (including in each case any subsequent material amendments or destruction from such other material modifications thereto) and (ii) the identity of the third party making Persons as promptly as practicable after such Alternative Acquisition Proposal, request or inquiryreceipt thereof. The Company shall use its reasonable best efforts to secure all such certifications as promptly as practicable.

No Solicitation. Such Shareholder shall not(a) Neither Apogent nor Fxxxxx shall, and shall cause nor permit any of its Affiliates and its and their respective directors, officers and employees not Subsidiaries to, and such Shareholder shallnor authorize or permit any of its officers, and shall cause directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Affiliates Subsidiaries to, use their reasonable best efforts to cause its and their respective Representatives not todirectly, and shall not publicly announce any intention toor indirectly, directly or indirectly (ai) solicit, initiate or knowingly facilitate, knowingly induce or encourage (including by providing informationway of furnishing any information to any Person), cooperation or assistance) take any other action to, or which is designed or intended to or would be reasonably likely to, facilitate, induce or encourage, any inquiries with respect to, or the making of making, submission or announcement of, any proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Acquisition ProposalTransaction Proposal (as defined in Section 8.3(c)), (bii) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue or otherwise participate in any discussions or negotiations regarding regarding, furnish to any Person any information with respect to, otherwise cooperate in any way with or knowingly facilitate any effort or attempt to make or implement any, or any possible, Alternative Transaction Proposal (except to disclose the existence of the provisions of this Section 4.2), (iii) approve, endorse or recommend any Alternative Acquisition Proposal Transaction (as defined in Section 8.3(b))(except to the extent specifically permitted pursuant to Section 4.2(d)), or (civ) execute or enter into any letter of intent, memorandum of understandingintent or similar document or any contract, agreement in principleor commitment (whether binding or not) contemplating or otherwise relating to any Alternative Transaction Proposal. Each of Apogent and Fxxxxx and each of their respective Subsidiaries will immediately cease, merger agreementand will cause its officers, acquisition agreementdirectors and employees and instruct any investment banker, option agreementfinancial adviser, joint venture agreementattorney, partnership agreement accountant or other Contract (whether or not binding) with respect representative retained by it to an Alternative Acquisition Proposal. Such Shareholder shallcease, and shall cause each of its Affiliates and its and their respective directors, officers and employees to, and shall direct each of the Representatives of the Company and its Affiliates to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Person third parties conducted prior heretofore with respect to the date of this Agreement. Such Shareholder shall as promptly as practicable any Alternative Transaction Proposal, and will use its reasonable best efforts to enforce (and in not waive any event within twenty-four provisions of) any confidentiality or standstill agreement (24) hours) notify Buyer of any Alternative Acquisition Proposal, or any request for information or inquiry that such Shareholder reasonably believes could lead similar agreement) relating to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of any such Alternative Acquisition Transaction Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquiry.

No Solicitation. Such Shareholder Stockholder covenants and agrees that, during the Term, it shall not, and shall cause its Affiliates and its and their respective directors, officers and employees not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, and shall not publicly announce any intention to, directly or indirectly (a) indirectly, solicit, initiate or knowingly facilitateinitiate, knowingly induce encourage, or encourage (including by providing information, cooperation or assistance) take any other action designed to facilitate any inquiries or the making of any proposal from any Person (other than from Parent or offer Merger Sub) relating to any transaction that constitutes or would reasonably be expected to lead to an Alternative Acquisition a Takeover Proposal. Stockholder further covenants and agrees that, (b) other than informing Persons of during the provisions contained in this Section 4.5Term, enter into, continue or otherwise it shall not participate in any discussions or negotiations regarding (except with Parent or Merger Sub) regarding, or furnish to any Alternative Acquisition Proposal Person (other than Parent or (cMerger Sub or if required by law or compelled by subpoena or similar legal process) execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether or not binding) information with respect to, or otherwise cooperate in any way with, or assist or participate in or facilitate or encourage, any effort or attempt by any Person (other than Parent and Merger Sub) to an Alternative Acquisition make or effect, any transaction that may constitute a Takeover Proposal. Such Shareholder shall, and Stockholder immediately shall cause each of its Affiliates and its and their respective directors, officers and employees to, and shall direct each of the Representatives of the Company and its Affiliates to, immediately cease and cause to be terminated any and all existing discussions or negotiations of Stockholder and Stockholder’s agents or other representatives with any Person conducted prior (other than Parent and Merger Sub) with respect to any of the date of this Agreementforegoing. Such Shareholder Stockholder shall as notify Parent and Merger Sub promptly as practicable (and in any event within twenty-four (24) hours) notify Buyer of any Alternative Acquisition specific proposal or offer made to Stockholder relating to a Takeover Proposal, or any request for information substantive inquiry or inquiry that such Shareholder reasonably believes could lead contact made to or contemplates an Alternative Acquisition Stockholder specifically relating to a Takeover Proposal, which notification shall include (i) a copy and shall, in any such notice to Parent and Merger Sub, indicate in reasonable detail the identity of the applicable written Alternative Acquisition ProposalPerson making such proposal, request offer, inquiry, or inquiry (or, if oral, contact and the material terms and conditions of such Alternative Acquisition Proposalproposal, request offer, inquiry, or inquiry) (including contact. Notwithstanding the foregoing, Xx. Xxxxxxxxx may, in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity his capacity as an officer of the third party making Company or a member of the Board of Directors of the Company, take such Alternative Acquisition Proposalactions, request or inquiryif any, as are permitted by Section 5.2 of the Merger Agreement.

No Solicitation. Such Shareholder shall not(a) During the Voting Period, and shall cause its Affiliates and its and their respective directors, officers and employees not to, and such Shareholder (i) each Stockholder Party shall, and shall cause its Affiliates respective officers and directors to, and the Stockholder Party shall instruct and use their its reasonable best efforts to cause each of its controlled Affiliates and its and their respective Representatives not (it being understood that, for purposes of this Section 3.2, the terms “Affiliates” and “Representatives” shall exclude the Company) to, immediately cease and cause to be terminated all existing discussions, negotiations and communications, if any, with any Persons or entities with respect to an Acquisition Proposal (other than Parent or any of its Affiliates or Representatives with respect to the transactions contemplated by the Merger Agreement), and (ii) each Stockholder Party shall not, and shall not publicly announce authorize, and the Stockholder Party shall use its reasonable best efforts not to permit any intention of its controlled Affiliates or its or their Representatives to, directly or indirectly through another Person, (a) initiate, seek, solicit, initiate or knowingly facilitate, knowingly induce or encourage (including by providing way of furnishing any non-public information), cooperation or assistance) knowingly induce or knowingly take any inquiries or the making of any proposal or offer that constitutes or other action which would reasonably be expected to lead to an Alternative Acquisition Proposal, (b) engage in negotiations or discussions with, or provide any non-public information or non-public data to, any Person (other than informing Persons Parent or any of the provisions contained in this Section 4.5its Affiliates or Representatives) relating to any Acquisition Proposal, enter into, continue or otherwise participate in any discussions or negotiations regarding any Alternative Acquisition Proposal or (c) execute or enter into any binding or non-binding letter of intent, agreement in principle, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether agreement, commitment, arrangement or not binding) with respect understanding contemplating or otherwise in connection with, or that is intended to an Alternative or would reasonably be expected to lead to, any Acquisition Proposal. Such Shareholder shall, and shall (d) submit or cause each of its Affiliates and its and their respective directors, officers and employees to, and shall direct each of to be submitted to the Representatives stockholders of the Company and its Affiliates to, immediately cease and cause for their approval any Acquisition Proposal or (e) agree or announce an intention to be terminated do any and all existing discussions or negotiations with any Person conducted prior to the date of this Agreement. Such Shareholder shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Buyer of any Alternative Acquisition Proposal, or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquiryforegoing.

No Solicitation. Such Shareholder (a) During the Interim Period, Seller shall not, and shall cause not authorize or permit its Affiliates and its and their respective directors, officers and employees not toofficers, and employees, investment bankers, attorneys, accountants, consultants, other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, and shall not publicly announce any intention Person’s “Representatives”) to, directly or indirectly (a) indirectly, solicit, initiate or knowingly facilitate, knowingly induce take any action to facilitate or encourage (including by providing information, cooperation or assistance) the submission of any inquiries Takeover Proposal or the making of any proposal or offer that constitutes or would could reasonably be expected to lead to an Alternative Acquisition any Takeover Proposal, or, subject to Section 6.03(b): (bi) other than informing Persons clarifying the terms of the provisions contained Takeover Proposal in accordance with this Section 4.56.03(a) or to disclose to such Person the existence of this Section 6.03(a), enter into, continue conduct or otherwise participate engage in any discussions or negotiations regarding with, disclose any Alternative Acquisition Proposal non-public information relating to Seller, afford access to the business, properties, assets, books, or records of Seller, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party that is seeking to make, or has made, any Takeover Proposal; (ii) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Seller; or (ciii) execute or enter into any agreement in principle, letter of intent, memorandum of understandingterm sheet, agreement in principleacquisition agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement agreement, or other Contract relating to any Takeover Proposal (whether or not binding) with respect to each, an “Alternative Acquisition ProposalAgreement”). Such Shareholder shallExcept as expressly permitted by this Section 6.03, and the Seller Board shall cause each of its Affiliates and its and their respective directors, officers and employees to, and not effect an Adverse Recommendation Change. Seller shall direct each of the Representatives of the Company and its Affiliates to, cease immediately cease and cause to be terminated terminated, and shall not authorize or knowingly permit any of its Representatives to continue, any and all existing discussions activities, discussions, or negotiations negotiations, if any, with any Person third party conducted prior to the date hereof with respect to any Takeover Proposal and shall use its commercially reasonable efforts to cause any such third party (or its agents or advisors) in possession of this Agreement. Such Shareholder shall as promptly as practicable non-public information in respect of Seller that was furnished by or on behalf of Seller to return or destroy (and in any event within twenty-four (24confirm destruction of) hours) notify Buyer of any Alternative Acquisition Proposal, or any request for information or inquiry that all such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquiryinformation.

No Solicitation. Such Shareholder shall not(a) Subject to the provisions of Section 5.2, and shall cause its Affiliates and its and their respective directorsduring the Term, officers and employees not to, and such Shareholder the Stockholder agrees that it shall, and shall cause its Affiliates to, use their reasonable best efforts to cause each of its Affiliates and Representatives (to the extent that any such Representative is acting on behalf of the Stockholder): (i) to immediately cease and cause to be terminated any solicitation, knowing encouragement, discussions or negotiations with any Persons (other than Parent and its Subsidiaries (including US Holdco and Merger Sub) and their respective Representatives Representatives) that may be ongoing with respect to an Acquisition Proposal and (ii) not to, and shall not publicly announce any intention to, directly or indirectly indirectly, (aA) solicit, initiate initiate, knowingly encourage or knowingly facilitate, knowingly induce or encourage (including by providing information, cooperation or assistance) facilitate any inquiries regarding, or the making of any proposal or offer that constitutes constitutes, or would reasonably be expected to lead to to, an Alternative Acquisition Proposal, Proposal or (bB) other than informing Persons of the provisions contained in this Section 4.5, enter intoengage in, continue or otherwise participate in any discussions or negotiations regarding regarding, or furnish to any Alternative other person any information in connection with or for the purpose of soliciting, initiating, knowingly encouraging or knowingly facilitating, an Acquisition Proposal Proposal. The Stockholder shall not, and shall cause its Subsidiaries not to, release any third party from, or (c) execute waive, amend or enter into modify any letter of intentprovision of, memorandum of understandingor grant permission under, agreement in principleor knowingly fail to enforce, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether or not binding) any confidentiality obligations with respect to an Alternative Acquisition ProposalProposal or similar matter or any standstill provision in any agreement to which such Stockholder or any of its Subsidiaries is a party. Such Shareholder shall, and None of such Stockholder or its Subsidiaries shall cause each enter into any confidentiality agreement or other agreement subsequent to the date hereof which prohibits such Stockholder or any of its Subsidiaries from (x) providing to Parent or any of its Affiliates and its and their respective directors, officers and employees to, and shall direct each of or Representatives the Representatives of the Company and its Affiliates to, immediately cease and cause information required to be terminated any and all existing discussions provided pursuant to this Section 4.3 or negotiations (y) otherwise complying with any Person conducted prior to the date of this Agreement. Such Shareholder shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Buyer of any Alternative Acquisition Proposal, or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquirySection 4.3.

No Solicitation. Such Subject to Section 9 and Section 10(a), from the date hereof until the date that is six (6) months following any termination of the Purchase Agreement, Shareholder (in Shareholder’s capacity as a shareholder of the Company) shall not, and shall cause not authorize or permit its Affiliates and its and their respective directors, officers and employees not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, and shall not publicly announce any intention to, directly or indirectly indirectly, (aA) solicit, initiate or knowingly facilitate, knowingly induce or encourage (including by providing information, cooperation or assistance) any inquiries or the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Acquisition Proposal, (bB) other than informing Persons of the provisions contained in this Section 4.54(b), enter into, continue or otherwise participate in any discussions or negotiations regarding any Alternative Acquisition Proposal or furnish to any Person any information with respect to, or otherwise cooperate in any way that could otherwise be expected to lead to, any Alternative Transaction Proposal, (cC) execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether or not binding) with respect to an Alternative Acquisition ProposalProposal or (D) publicly propose to do any of the foregoing. Such Shareholder (in Shareholder’s capacity as a shareholder of the Company) shall, and shall cause each of direct its Affiliates and its and their respective directors, officers and employees to, and shall direct each of the Representatives of the Company and its Affiliates to, immediately cease and cause to be terminated any and all existing discussions or negotiations with any Person conducted prior to the date of this Agreement. Such Shareholder shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Buyer of Agreement with respect to any Alternative Acquisition Proposal, or any request for information or inquiry . Shareholder agrees that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification he shall include (i) a copy promptly inform his Representatives of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms obligations undertaken in this Section 4(b). Nothing in this Section 4 shall prohibit Shareholder and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case his Representatives from informing any subsequent material amendments or other material modifications thereto) and (ii) the identity Person of the third party making such Alternative Acquisition Proposal, request or inquiryexistence of the provisions contained in this Section 4.

No Solicitation. Such Shareholder shall not(a) During the Voting Period, and shall cause its Affiliates and its and their respective directors, officers and employees not to, and such Shareholder (i) the Stockholder shall, and shall cause its Affiliates respective officers and directors to, and the Stockholder shall instruct and use their its reasonable best efforts to cause each of its controlled Affiliates and its and their respective Representatives not (it being understood that, for purposes of this Section 3.2, the terms “Affiliates” and “Representatives” shall exclude the Company) to, immediately cease and cause to be terminated all existing discussions, negotiations and communications, if any, with any Persons or entities with respect to an Acquisition Proposal (other than Parent or any of its Affiliates or Representatives with respect to the transactions contemplated by the Merger Agreement), and (ii) the Stockholder shall not, and shall not publicly announce authorize, and the Stockholder shall use its reasonable best efforts not to permit any intention of its controlled Affiliates or its or their Representatives to, directly or indirectly through another Person, (a) initiate, seek, solicit, initiate or knowingly facilitate, knowingly induce or encourage (including by providing way of furnishing any non-public information), cooperation or assistance) knowingly induce or knowingly take any inquiries or the making of any proposal or offer that constitutes or other action which would reasonably be expected to lead to an Alternative Acquisition Proposal, (b) engage in negotiations or discussions with, or provide any non-public information or non-public data to, any Person (other than informing Persons Parent or any of the provisions contained in this Section 4.5its Affiliates or Representatives) relating to any Acquisition Proposal, enter into, continue or otherwise participate in any discussions or negotiations regarding any Alternative Acquisition Proposal or (c) execute or enter into any binding or non-binding letter of intent, agreement in principle, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether agreement, commitment, arrangement or not binding) with respect understanding contemplating or otherwise in connection with, or that is intended to an Alternative or would reasonably be expected to lead to, any Acquisition Proposal. Such Shareholder shall, and shall (d) submit or cause each of its Affiliates and its and their respective directors, officers and employees to, and shall direct each of to be submitted to the Representatives stockholders of the Company and its Affiliates to, immediately cease and cause for their approval any Acquisition Proposal or (e) agree or announce an intention to be terminated do any and all existing discussions or negotiations with any Person conducted prior to the date of this Agreement. Such Shareholder shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Buyer of any Alternative Acquisition Proposal, or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquiryforegoing.

No Solicitation. Such The Shareholder shall not, and shall cause its Affiliates and its and their respective directors, officers and employees Subsidiaries not to, and such shall use its reasonable best efforts to cause its and its Affiliates’ Representatives not to, (a) directly or indirectly solicit, seek, initiate, knowingly encourage or knowingly facilitate any inquiries regarding, or the making of, any submission or announcement of a proposal or offer that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, or (b) directly or indirectly engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other Person any information in connection with or for the purpose of encouraging or facilitating, any a proposal or offer that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal. The Shareholder shall, and shall cause its Affiliates Subsidiaries to, and shall use their its reasonable best efforts to cause its and their respective Representatives not to, (x) immediately cease and shall not publicly announce cause to be terminated all discussions and negotiations with any intention to, directly Person or indirectly (a) solicit, initiate or knowingly facilitate, knowingly induce or encourage (including by providing information, cooperation or assistance) any inquiries or the making of its Representatives that may be ongoing with respect to any proposal or offer that constitutes constitutes, or would reasonably be expected to lead to an Alternative to, any Acquisition Proposal, (y) immediately request the prompt return or destruction of all confidential information previously furnished any such Person or its Representatives and (z) immediately terminate all physical and electronic data room access previously granted to such Person or its Representatives. Notwithstanding clause (b) other than informing Persons of above, the provisions contained in this Section 4.5, enter into, continue or otherwise participate in any discussions or negotiations regarding any Alternative Acquisition Proposal or Shareholder may (c) execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether or not binding) with respect to an Alternative Acquisition Proposal. Such Shareholder shall, and shall cause each of may permit its Affiliates and its and their respective directors, officers its Affiliates’ Representatives to) participate in discussions and employees to, and shall direct each of the Representatives of negotiations with any Person making an Acquisition Proposal (or its Representatives) with respect to such Acquisition Proposal if (i) the Company and its Affiliates to, immediately cease and cause to be terminated any and all existing is engaging in discussions or negotiations with any such Person conducted prior to the date of this Agreement. Such Shareholder shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Buyer of any Alternative Acquisition Proposal, or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy accordance with Section 5.02 of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) Merger Agreement and (ii) the identity of Shareholder’s negotiations and discussions are in conjunction with and ancillary to the third party making such Alternative Acquisition Proposal, request or inquiryCompany’s discussions and negotiations.

No Solicitation. Such Shareholder shall not(a) During the Voting Period, and shall cause its Affiliates and its and their respective directors, officers and employees not to, and such Shareholder (i) each Stockholder Party shall, and shall cause its Affiliates respective officers and directors to, and the Stockholder Party shall instruct and use their its reasonable best efforts to cause each of its controlled Affiliates and its and their respective Representatives not (it being understood that, for purposes of this Section 3.1, the terms “Affiliates” and “Representatives” shall exclude the Company) to, immediately cease and cause to be terminated all existing discussions, negotiations and communications, if any, with any Persons or entities with respect to an Acquisition Proposal (other than Parent or any of its Affiliates or Representatives with respect to the transactions contemplated by the Merger Agreement), and (ii) each Stockholder Party shall not, and shall not publicly announce authorize, and the Stockholder Party shall use its reasonable best efforts not to permit any intention of its controlled Affiliates or its or their Representatives to, directly or indirectly through another Person, (a) initiate, seek, solicit, initiate or knowingly facilitate, knowingly induce or encourage (including by providing way of furnishing any non-public information), cooperation or assistance) knowingly induce or knowingly take any inquiries or the making of any proposal or offer that constitutes or other action which would reasonably be expected to lead to an Alternative Acquisition Proposal, (b) engage in negotiations or discussions with, or provide any non-public information or non-public data to, any Person (other than informing Persons Parent or any of the provisions contained in this Section 4.5its Affiliates or Representatives) relating to any Acquisition Proposal, enter into, continue or otherwise participate in any discussions or negotiations regarding any Alternative Acquisition Proposal or (c) execute or enter into any binding or non-binding letter of intent, agreement in principle, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether agreement, commitment, arrangement or not binding) with respect understanding contemplating or otherwise in connection with, or that is intended to an Alternative or would reasonably be expected to lead to, any Acquisition Proposal. Such Shareholder shall, and shall (d) submit or cause each of its Affiliates and its and their respective directors, officers and employees to, and shall direct each of to be submitted to the Representatives stockholders of the Company and its Affiliates to, immediately cease and cause for their approval any Acquisition Proposal or (e) agree or announce an intention to be terminated do any and all existing discussions or negotiations with any Person conducted prior to the date of this Agreement. Such Shareholder shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Buyer of any Alternative Acquisition Proposal, or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquiryforegoing.

No Solicitation. Such Shareholder During the Exclusivity Period, Sellers shall not, and shall not authorize or permit any of their Affiliates or any of their representatives to, directly or indirectly, (a) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal, (b) enter into discussions or negotiations with, or provide any information to, any Person (other than as permitted under this Agreement and other than to Buyer or any of its Affiliates and/or its or their respective representatives) concerning a possible Acquisition Proposal or (c) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers shall immediately cease and cause to be terminated, and shall cause its Affiliates and all of its and their respective directorsrepresentatives to immediately cease and cause to be terminated, officers all existing discussions and employees not negotiations with any Persons (other than Buyer and/or its Affiliates) with respect to, and such Shareholder shall, and shall cause its Affiliates or that could lead to, use their reasonable best efforts an Acquisition Proposal. For purposes of this Agreement, (i) “Exclusivity Period” means the period from and after the Execution Date until the earlier to cause its occur of the Closing and their respective Representatives not tothe termination of this Agreement pursuant to Article XI and (ii) an “Acquisition Proposal” means any inquiry, and shall not publicly announce any intention to, directly or indirectly (a) solicit, initiate or knowingly facilitate, knowingly induce or encourage (including by providing information, cooperation or assistance) any inquiries or the making of any proposal or offer from any Person (other than Buyer and/or any of its Affiliates) relating to the direct or indirect disposition, whether by sale, merger or otherwise (other than Buyer or any of its Affiliates) of all or any portion of the Assets. Sellers shall promptly, and in any case within three (3) Business Days after receipt thereof, advise Buyer orally and in writing of any Acquisition Proposal, any request for information relating to an Acquisition Proposal, or any inquiry or discussion that constitutes or would could reasonably be expected to lead to an Alternative Acquisition Proposal, (b) other than informing Persons the material terms of the provisions contained in this Section 4.5, enter into, continue or otherwise participate in any discussions or negotiations regarding any Alternative Acquisition Proposal or (c) execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether or not binding) with respect to an Alternative Acquisition Proposal. Such Shareholder shall, and shall cause each of its Affiliates and its and their respective directors, officers and employees to, and shall direct each of the Representatives of the Company and its Affiliates to, immediately cease and cause to be terminated any and all existing discussions or negotiations with any Person conducted prior to the date of this Agreement. Such Shareholder shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Buyer of any Alternative Acquisition Proposal, or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (ordiscussion, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquiryPersons involved.

No Solicitation. Such Shareholder (a) Except as expressly authorized or permitted in this Section 6.5, the Company shall not, and shall cause its Affiliates Subsidiaries and its and their respective directors, officers directors and employees not to, and such Shareholder shallofficers, and shall cause use its Affiliates to, use their reasonable best efforts to cause the respective employees, investment bankers, financial advisors, attorneys, accountants, consultants, affiliates and other agents of the Company and its and their respective Representatives Subsidiaries (collectively, the “Company Representatives”) not to, and shall not publicly announce any intention to, directly or indirectly indirectly, (ai) initiate, solicit, initiate induce, knowingly encourage, or knowingly facilitate, knowingly induce or encourage (including by providing information, cooperation or assistance) take any inquiries or the making of any proposal or offer action that constitutes or would reasonably be expected to facilitate the making of, any inquiry, offer, or proposal which constitutes, or could reasonably be expected to lead to to, an Alternative Acquisition Proposal, ; (bii) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue or otherwise participate in any discussions or negotiations regarding any Alternative Acquisition Proposal or furnish, or otherwise afford access, to any Person (cother than Buyer, Buyer Bank and Merger Sub) execute any information with respect to the Company or any of its Subsidiaries or otherwise relating to an Acquisition Proposal; (iii) release any Person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which the Company is a party; (iv) enter into any agreement, including, without limitation, any agreement in principle, letter of intent, memorandum of understandingunderstanding or similar arrangement with respect to an Acquisition Proposal; or (v) approve or recommend or resolve to approve or recommend any Acquisition Proposal or any agreement, including without limitation, any agreement in principle, merger agreementletter of intent, acquisition agreement, option agreement, joint venture agreement, partnership agreement memorandum of understanding or other Contract (whether or not binding) similar arrangement with respect to an Alternative Acquisition Proposal. Such Shareholder Upon execution of this Agreement, (i) the Company and its Subsidiaries shall, and shall use its reasonable best efforts to cause each of its Affiliates and its and their respective directors, officers and employees to, and shall direct each of the Representatives of the Company and its Affiliates Representatives to, immediately cease and cause to be terminated any and all existing discussions or negotiations discussions, negotiations, and communications with any Person conducted prior Persons with respect to the date of this Agreement. Such Shareholder shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Buyer of any Alternative existing or potential Acquisition Proposal, or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) Proposal and (ii) the identity Company will require any such Persons to promptly return or destroy any confidential information previously furnished by or on behalf of the third party making Company in connection with any such Alternative Acquisition Proposaldiscussions, request negotiations or inquirycommunications to the extent the confidentiality agreement with such Person so permits. Any violation of the foregoing restrictions by any of the Company Representatives, whether or not such Company Representative is so authorized and whether or not such Company Representative is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Agreement by the Company.

No Solicitation. Such Shareholder Except as expressly permitted by this Section 5.02, from the execution and delivery of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause its Affiliates and its and their respective directors, officers and employees Subsidiaries not to, and such Shareholder shall, and shall cause use its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives its Subsidiaries’ directors, officers, employees, accountants, consultants, legal counsel, financial advisors and agents and other representatives (collectively, “Representatives”) not to, and shall not publicly announce any intention to, directly or indirectly (ai) solicit, seek, initiate or knowingly facilitate, knowingly induce facilitate or encourage (including by providing way of furnishing non-public information, cooperation or assistance) any inquiries regarding, or the making of, any submission or announcement of any a proposal or offer that constitutes constitutes, or would reasonably be expected to lead to an Alternative to, any Acquisition Proposal, (bii) other than informing Persons of the provisions contained in this Section 4.5, enter intoengage in, continue or otherwise participate in any discussions or negotiations regarding regarding, or furnish to any Alternative other Person any non-public information in connection with or for the purpose of encouraging or facilitating, any Acquisition Proposal Proposal, (iii) approve, endorse or recommend any Acquisition Proposal, (civ) execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership merger agreement or other Contract similar agreement (whether other than an Acceptable Confidentiality Agreement), (v) grant any waiver, amendment or release under any standstill or confidentiality agreement, any Takeover Law (including Section 203 of the DGCL), or the Company Rights Plan, or otherwise fail to enforce any of the foregoing (provided that the Company shall not bindingbe prohibited from taking the actions set forth in this clause (v) if the Company Board determines in good faith, after consultation with respect its financial advisor(s) and outside legal counsel, that failure to take such action would be inconsistent with the directors’ fiduciary duties under Applicable Law), or (vi) resolve or agree to do any of the foregoing (an “Alternative Acquisition Agreement”) relating to any Acquisition Proposal. Such Shareholder The Company shall, and shall cause each of its Affiliates Subsidiaries to, and shall use its reasonable best efforts to cause its and their respective directors, officers and employees to, and shall direct each of the Representatives of the Company and its Affiliates to, immediately cease and cause to be terminated any all discussions and all existing discussions or negotiations with any Person conducted prior that may be ongoing with respect to any Acquisition Proposal. Promptly following the date execution and delivery of this Agreement. Such Shareholder shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Buyer of any Alternative Acquisition Proposal, or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions Company shall (x) request each Person that has executed a confidentiality agreement in connection with its consideration of such Alternative an Acquisition ProposalProposal to return or destroy, request or inquiry) (including in each case pursuant to the terms of such confidentiality agreement, all confidential information furnished to any subsequent material amendments such Person by or other material modifications thereto) on behalf of the Company, its Subsidiaries or any of their respective Representatives and (iiy) terminate the identity access of any Persons (other than Parent, its Subsidiaries and any of their respective Representatives) to any “data room” hosted by the third party making such Alternative Company, its Subsidiaries or any of their respective Representatives relating to any Acquisition Proposal, request or inquiry.

No Solicitation. Such Shareholder (a) For the purposes of this Agreement, “Acceptable Confidentiality Agreement” means any customary confidentiality agreement that (i) contains provisions as to confidentiality that are materially no less favorable to the Company than those contained in the Confidentiality Agreement and (ii) does not prohibit the Company from providing any information to Parent in accordance with this Section 4.4 or Section 5.1(b) or Section 5.1(c) or otherwise prohibit the Company from complying with its obligations under this Section 4.4 or Section 5.1(b) or Section 5.1(c). (b) The Company shall (and shall cause the other Tetraphase Companies to) and shall direct their Representatives to immediately cease any solicitation, discussions or negotiations with any Persons that may be ongoing as of the date of this Agreement with respect to an Acquisition Proposal. Except as permitted by this Section 4.4 or Section 5.1, until the Specified Time the Company shall not, and shall cause its Affiliates each other Tetraphase Company and its and their respective directors, officers and employees not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, and shall not publicly announce any intention to, directly or indirectly indirectly, (ai) solicit, initiate or knowingly facilitate, facilitate or knowingly induce or encourage (including by providing information, cooperation or assistance) any inquiries or the making of any proposal or offer that constitutes constitutes, or would reasonably be expected to lead to to, an Alternative Acquisition Proposal, (bii) other than informing Persons of the provisions contained in this Section 4.5, enter intoengage in, continue or otherwise participate in any discussions or negotiations regarding regarding, or furnish to any Alternative other Person any non-public information in connection with an Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal, or (iii) adopt any resolution for the purpose of exempting any Person (other than Parent and its Subsidiaries) from the restriction on “business combinations” or any similar provision contained in applicable Anti-Takeover Law or the Company’s organizational or other governing documents. (c) execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether or not binding) with respect to an Alternative Acquisition Proposal. Such Shareholder The Company shall, and shall cause each of its Affiliates the other Tetraphase Companies and direct its and their respective directors, officers and employees Representatives to, and shall direct each promptly (but in no event later than within five Business Days of the Representatives date of this Agreement), request the return from, or destruction by, all third parties of all non-public information previously furnished or made available to such parties by or on behalf of the Company and its Affiliates to, immediately cease and cause Tetraphase Companies relating to be terminated any and all existing discussions or negotiations with any Person conducted possible Acquisition Proposal within six months prior to the date of this Agreement. Such Shareholder shall as promptly as practicable Agreement (and the Company shall use commercially reasonable efforts to have such information returned or destroyed) and on the date of this Agreement terminate all physical and electronic data room access previously granted to any such party or its Representatives. (d) Notwithstanding anything else in this Agreement to the contrary, if at any event within twenty-four (24) hours) notify Buyer of time on or after the date hereof and prior to the Specified Time, any Alternative Acquisition Proposal, Tetraphase Company or any request for information of its Representatives receives a bona fide written Acquisition Proposal from any Person or inquiry group of Persons, which Acquisition Proposal was made or renewed on or after the date hereof (and has not been withdrawn) and did not result from any material breach of Section 5.1(b) or 5.1(c) or Section 4.4(b), if the Company Board determines in good faith, after consultation with its independent financial advisors and outside legal counsel, that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquiry.Proposal 51

No Solicitation. Such Shareholder (a) The Company shall not, and shall cause its Affiliates and its and their respective officers, directors, officers employees, investment bankers, financial advisors, attorneys, accountants, consultants, affiliates and employees other agents of the Company (collectively, the “Company Representatives”) not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, and shall not publicly announce any intention to, directly or indirectly indirectly, (ai) initiate, solicit, initiate induce or knowingly facilitateencourage, knowingly induce or encourage (including by providing information, cooperation or assistance) take any inquiries or action to facilitate the making of of, any inquiry, offer or proposal which constitutes, or offer that constitutes or would could reasonably be expected to lead to to, an Alternative Acquisition Proposal, ; (bii) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue or otherwise participate in any discussions or negotiations regarding any Alternative Acquisition Proposal or furnish, or otherwise afford access, to any Person (cother than Buyer) execute any information or data with respect to the Company or otherwise relating to an Acquisition Proposal; (iii) release any Person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which the Company is a party; or (iv) enter into any letter of intent, memorandum of understandingagreement, agreement in principle, merger principle or letter of intent with respect to any Acquisition Proposal or approve or resolve to approve any Acquisition Proposal or any agreement, acquisition agreementagreement in principle or letter of intent relating to an Acquisition Proposal. Any violation of the foregoing restrictions by any of the Company Representatives, option agreement, joint venture agreement, partnership agreement or other Contract (whether or not binding) with respect such Company Representative is so authorized and whether or not such Company Representative is purporting to an Alternative Acquisition Proposalact on behalf of the Company or otherwise, shall be deemed to be a breach of this Agreement by the Company. Such Shareholder The Company shall, and shall cause each of its Affiliates and its and their respective directors, officers and employees the Company Representatives to, and shall direct each of the Representatives of the Company and its Affiliates to, (i) immediately cease and cause to be terminated any and all existing discussions or negotiations discussions, negotiations, and communications with any Person conducted prior Persons with respect to the date of this Agreement. Such Shareholder shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Buyer of any Alternative existing or potential Acquisition Proposal, or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) as soon as practicable after the identity date hereof, request the prompt return or destruction of all confidential information made available by the third party making such Alternative Company or on its behalf during the past fourteen months in connection with any actual or potential Acquisition Proposal, request or inquiry.

No Solicitation. Such Shareholder (a) From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement, without limitation of the provisions of ARTICLE V, the Company shall not, and nor shall cause it authorize or permit any member of the Company Group or any of its Affiliates and its and or their respective directorsemployees, officers or directors and employees not toany agent, and such Shareholder shallinvestment banker, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, and shall not publicly announce attorney or other advisor or representative retained by any intention member of the Company Group to, directly or indirectly (ai) solicit, initiate initiate, encourage or knowingly facilitateinduce the making, knowingly induce submission or encourage announcement of any Acquisition Proposal, (including by providing informationii) participate in any discussions or negotiations regarding, cooperation or assistance) furnish to any person any non-public information with respect to, or take any other action to facilitate any inquiries or the making of any proposal or offer that constitutes or would may reasonably be expected to lead to an Alternative to, any Acquisition Proposal, (biii) other than informing Persons respond to or engage in discussions with any person with respect to any Acquisition Proposal, except as to the existence of the provisions contained in this Section 4.5these provisions, enter into(iv) approve, continue endorse or otherwise participate in recommend any discussions or negotiations regarding any Alternative Acquisition Proposal Proposal, or (cv) execute or enter into any letter of intent, memorandum of understandingintent or similar document or any contract, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether commitment contemplating or not binding) with respect otherwise relating to an Alternative any Acquisition ProposalTransaction. Such Shareholder The Company shall, and shall cause each of its Affiliates and its and their respective directors, officers and employees to, and shall direct each of the Representatives member of the Company Group or any of its or their respective employees, officers or directors and its Affiliates toany agent, investment banker, attorney or other advisor or representative retained by any member of the Company Group, to immediately cease and cause to be terminated any and all existing activities, discussions or and negotiations with any Person conducted heretofore with respect to any Acquisition Proposal and request the return of all confidential information regarding the Company Group provided to any such Person prior to the date hereof pursuant to the terms of any confidentiality agreement or otherwise. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in this Section 6.10 by any employee, officers or directors of the Company or any agent, investment banker, attorney or other advisor or representative of the any member of the Company Group shall be deemed to be a breach of this Agreement. Such Shareholder shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Buyer of any Alternative Acquisition Proposal, or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of Section 6.10 by the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquiryCompany.

No Solicitation. Such Shareholder (a) CNB shall not, and shall cause its Affiliates and its and their respective officers, directors, officers employees, investment bankers, financial advisors, attorneys, accountants, consultants, affiliates and employees other agents (collectively, the “Representatives”) not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, and shall not publicly announce any intention to, directly or indirectly indirectly, (ai) initiate, solicit, initiate induce or knowingly facilitateencourage, knowingly induce or encourage (including by providing information, cooperation or assistance) take any inquiries or action to facilitate the making of of, any inquiry, offer or proposal which constitutes, or offer that constitutes or would could reasonably be expected to lead to to, an Alternative Acquisition Proposal, ; (bii) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue or otherwise participate in any discussions or negotiations regarding any Alternative Acquisition Proposal or furnish, or otherwise afford access, to any Person (cother than Bridge Bancorp) execute any information or data with respect to CNB or otherwise relating to an Acquisition Proposal; (iii) release any Person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which CNB is a party; or (iv) enter into any letter of intent, memorandum of understandingagreement, agreement in principle, merger principle or letter of intent with respect to any Acquisition Proposal or approve or resolve to approve any Acquisition Proposal or any agreement, acquisition agreementagreement in principle or letter of intent relating to an Acquisition Proposal. Any violation of the foregoing restrictions by CNB or any Representative, option agreement, joint venture agreement, partnership agreement or other Contract (whether or not binding) with respect such Representative is so authorized and whether or not such Representative is purporting to an Alternative Acquisition Proposalact on behalf of CNB or otherwise, shall be deemed to be a breach of this Agreement by CNB. Such Shareholder CNB and its Subsidiaries shall, and shall cause each of its Affiliates and its and their respective directors, officers and employees to, and shall direct each of the CNB Representatives of the Company and its Affiliates to, immediately cease and cause to be terminated any and all existing discussions or negotiations discussions, negotiations, and communications with any Person conducted prior Persons with respect to the date of this Agreement. Such Shareholder shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Buyer of any Alternative existing or potential Acquisition Proposal, or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquiry.

No Solicitation. Such Shareholder From the date hereof until the Expiration Time, each Stockholder shall not, and shall cause its Controlled Affiliates not to, and its and their respective directorsofficers, officers agents and employees other representatives not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, and shall not publicly announce any intention to, directly or indirectly indirectly: (ai) initiate, solicit, initiate knowingly encourage or knowingly facilitate, knowingly induce or encourage (including by providing information, cooperation or assistance) any facilitate inquiries or the making of proposals with respect to any proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Acquisition Proposal; (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal; (iii) provide any confidential or nonpublic information or data to, (b) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue or otherwise have or participate in any discussions or negotiations regarding with, any Alternative person relating to any Acquisition Proposal or (cother than the parties to the Merger Agreement and their Representatives); (iv) execute approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, acquisition voting or support agreement, option agreement, joint venture agreement, partnership agreement or other Contract agreement (whether written or not bindingoral, binding or nonbinding) in connection with or relating to any Acquisition Proposal; or (v) become a member of a “group” (as defined in Section 13(d)(3) under the Exchange Act) with respect to an Alternative Acquisition Proposalany voting securities of the Company for the purpose of opposing, discouraging or competing with or taking any actions inconsistent with the transactions contemplated by this Agreement or the Merger Agreement. Such Shareholder Each Stockholder shall, and shall cause each of its Controlled Affiliates to, and shall cause its and their respective directorsofficer, officers agents and employees to, and shall direct each of the Representatives of the Company and its Affiliates other representatives to, immediately cease and cause to be terminated any and all existing solicitations of, or discussions or negotiations with with, any Person conducted prior third party relating to the date any Acquisition Proposal. For purposes of this Agreement. Such Shareholder Section 4.1, “Acquisition Proposal” shall as promptly as practicable (and have the meaning ascribed to such term in the Merger Agreement but shall also include any event within twenty-four (24) hours) notify Buyer Transfer of any Alternative Acquisition Proposal, or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or Stockholder’s Covered Shares other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquirythan a Permitted Transfer.

No Solicitation. Such Shareholder From the Effective Date until the earlier of the Closing Date or the termination of this Agreement or the PSA in accordance with its terms, NYLD shall not, and shall cause each other NYLD Entity, any of its other Affiliates and or any of its and or their respective directors, officers and employees not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, and shall not publicly announce any intention to, directly or indirectly indirectly: (ai) encourage, solicit, initiate initiate, facilitate or knowingly facilitate, knowingly induce or encourage (including by providing information, cooperation or assistance) any continue inquiries or the making of any proposal or offer that constitutes or would reasonably be expected to lead to regarding an Alternative Acquisition Proposal, ; (bii) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue or otherwise participate in any into discussions or negotiations regarding with, or provide any Alternative information to, any Person concerning a possible Acquisition Proposal Proposal; or (ciii) execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement agreements or other Contract instruments (whether or not binding) with respect to regarding an Alternative Acquisition Proposal. Such Shareholder shall, and NYLD shall cause each of its Affiliates and its and their respective directors, officers and employees to, and shall direct each of the Representatives of the Company and its Affiliates to, immediately cease and cause to be terminated terminated, and shall cause any other NYLD Entity, any of its other Affiliates, and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person conducted prior to concerning (a) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving an NYLD Entity; (b) the date issuance or acquisition of this Agreement. Such Shareholder shall as promptly as practicable equity securities of an NYLD Entity or (and in any event within twenty-four (24c) hours) notify Buyer the sale, lease, exchange or other disposition of any Alternative Acquisition Proposalsignificant portion of an NYLD Entity’s assets, or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or case, other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposalthan as permitted under Section G.3(b). CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 HAS BEEN REQUESTED FOR THE OMITTED PORTIONS OF THIS DOCUMENT, request or inquiryWHICH ARE INDICATED BY ASTERISKS.

No Solicitation. Such Shareholder shall notFrom and after the date hereof until the Closing Date, each of Seller and shall cause its Affiliates and its and their respective directors, officers and employees Parent agrees not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts agrees to cause its and their respective Representatives Affiliates, advisors and representatives not to, and shall not publicly announce any intention to, directly or indirectly indirectly: (ai) solicitinitiate, initiate solicit or knowingly facilitate, knowingly induce or encourage (including by providing information, cooperation or assistance) any inquiries or the making submission of any proposal inquiries, proposals or offer offers or any other efforts or attempts that constitutes constitute, or would may reasonably be expected to lead to an Alternative to, any Seller Acquisition Proposal, (b) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue Proposal or otherwise participate engage in any discussions or negotiations regarding with respect thereto or otherwise cooperate with or assist or participate in or facilitate any Alternative such inquiries, proposals, offers, discussions or negotiations (provided that the public announcement of the transactions contemplated hereby and any other public announcement or communications made in accordance with this Agreement shall not constitute a breach of this Section 5.02), (ii) approve or publicly propose to approve any Seller Acquisition Proposal or Proposal, (ciii) execute or enter into any purchase agreement, letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition share exchange agreement, option agreement, joint venture agreement, partnership agreement or other Contract similar agreement relating to any Seller Acquisition Proposal or enter into any agreement or agreement in principle requiring either Seller or Parent to abandon, terminate or fail to consummate the transactions contemplated hereby or breach her obligations hereunder, or (whether iv) resolve, propose or not binding) with respect agree to an Alternative Acquisition Proposal. Such Shareholder shall, and shall cause each of its Affiliates and its and their respective directors, officers and employees to, and shall direct each do any of the Representatives foregoing. Each of the Company Seller and its Affiliates to, Parent shall immediately cease and cause to be terminated any and all existing discussions solicitation, encouragement, discussion or negotiations negotiation with any Person third parties conducted prior theretofore by Seller or Parent or any of their affiliates, advisors or representatives with respect to the date of this Agreement. Such Shareholder shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Buyer of any Alternative Seller Acquisition Proposal, . “Seller Acquisition Proposal” means any offer or proposal from any third party other than Buyer or any request for information of its Affiliates concerning any direct or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy indirect acquisition of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquirySubject Securities.

No Solicitation. Such Shareholder (a) Subject to Section 6.2(b), from the date of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article VIII, the Company and its Subsidiaries shall not, and shall cause their Representatives who are employees or officers of the Company or any of its Affiliates and its and their respective directors, officers and employees not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives Subsidiaries not to, and shall use their commercially reasonable efforts to cause their Representatives who are not publicly announce employees or officers of the Company or any intention of its Subsidiaries not to, directly or indirectly indirectly: (ai) solicitinitiate, initiate solicit or knowingly facilitate, knowingly induce or encourage (including by way of providing information, cooperation or assistance) any inquiries or the making submission of any proposal inquiries, proposals or offer offers or any other efforts or attempts that constitutes constitute, or would may reasonably be expected to lead to an Alternative to, any Acquisition Proposal, (b) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue Proposal or otherwise participate engage in any conversations, discussions or negotiations regarding with respect thereto or otherwise, in any Alternative way, cooperate with or assist or participate in or facilitate any such inquiries, proposals, offers, discussions or negotiations or other efforts or (ii) approve or recommend, or publicly propose to approve or recommend, an Acquisition Proposal or (c) execute or enter into any merger agreement, letter of intent, memorandum of understanding, agreement in principle, merger share purchase agreement, acquisition asset purchase agreement, share exchange agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether or not binding) with respect similar agreement relating to an Alternative Acquisition Proposal. Such Shareholder shallProposal or enter into any agreement or agreement in principle requiring the Company to abandon, and shall cause each of terminate or fail to consummate the transactions contemplated hereby or breach its Affiliates and its and their respective directorsobligations hereunder or resolve, officers and employees to, and shall direct each propose or agree to do any of the Representatives of foregoing. Subject to Section 6.2(b), the Company and its Affiliates to, shall immediately cease and cause to be terminated any and all existing discussions solicitation, discussion, negotiation or negotiations knowing encouragement with any Person Persons conducted prior to theretofore by the date of this Agreement. Such Shareholder shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Buyer of any Alternative Acquisition ProposalCompany, its Subsidiaries or any request for of its or their Representatives with respect to any Acquisition Proposal and cause to be returned or destroyed all confidential information provided by or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy on behalf of the applicable written Alternative Acquisition Proposal, request Company or inquiry (or, if oral, the material terms and conditions any of its Subsidiaries to such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquiryPersons.

No Solicitation. Such Shareholder (a) From the date of this Agreement until the Closing or, if earlier, the termination of this Agreement pursuant to Section 8.1, the Seller (with respect to the Seller and the Group Companies) and the Parent (with respect to the Parent and the Purchaser Entities) shall not, and shall each cause its Affiliates and its and their respective directors, officers Subsidiaries and employees not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, and shall not publicly announce any intention to, directly or indirectly indirectly: (ai) solicit, initiate or knowingly facilitate, knowingly induce encourage or encourage facilitate (including by providing way of furnishing information, cooperation or assistance) any inquiries or the making submission of any proposal inquiries, proposals or offer offers that constitutes constitute or would could reasonably be expected to lead to an Alternative to, any Acquisition Proposal, (b) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue Proposal or otherwise participate engage in any discussions or negotiations regarding with respect thereto or otherwise cooperate with or assist or participate in, or facilitate any Alternative such inquiries, proposals, discussions or negotiations or provide access to the books, records, properties or employees of the Seller or the Group Companies (in respect of Seller) or the Parent and Purchaser Entities (in respect of Parent) or furnish to any Person any nonpublic or confidential information or data with respect to any Acquisition Proposal or (cii) execute approve or recommend, or publicly propose to approve or recommend, an Acquisition Proposal or any agreement, arrangement or understanding relating to an Acquisition Proposal (or resolve or authorize or propose to agree to do any of the foregoing), or enter into any merger agreement, letter of intent, memorandum of understandingconfidentiality agreement (other than an Acceptable Confidentiality Agreement solely in accordance with Section 6.3(b) below), agreement in principle, merger share purchase agreement, acquisition asset purchase agreement or share exchange agreement, option agreement, joint venture agreement, partnership agreement or other Contract (similar agreement, understanding or arrangement relating to an Acquisition Proposal or enter into any agreement, understanding or arrangement, whether or not binding) with respect in writing or binding on any party, requiring the Seller or the Parent, as applicable, to an Alternative Acquisition Proposalabandon, terminate or fail to consummate the transactions contemplated hereby or Breach its obligations hereunder or resolve, authorize, propose or agree to do any of the foregoing. Such Shareholder The Seller and the Parent shall, and shall cause each of its Affiliates and its and their respective directors, officers Subsidiaries and employees to, and shall direct each of the Representatives of the Company and its Affiliates to, immediately cease and cause to be terminated terminate any and all existing discussions solicitation, knowing encouragement, discussion or negotiations negotiation with any Person Persons conducted by them, their Subsidiaries or any of their Representatives prior to the date of this AgreementAgreement with respect to any Acquisition Proposal. Such Shareholder The Seller and the Parent shall as promptly as practicable (and request that each Person that has heretofore executed a confidentiality agreement in any event within twenty-four (24) hours) notify Buyer connection with its consideration of any Alternative Acquisition Proposal, return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Seller or the Parent (as applicable) or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquirytheir respective Subsidiaries.

No Solicitation. Such Shareholder shall notPrior to the Termination Date, and shall cause its Affiliates and its and their respective directorssubject to Section 5, officers and employees not to, and such the Shareholder shall, and shall cause its Affiliates to, use their commercially reasonable best efforts to cause its his employees, investment bankers, financial advisors, attorneys, accountants, agents and their respective Representatives not toother representatives (collectively, and shall not publicly announce any intention to, directly or indirectly (athe "Representatives") solicit, initiate or knowingly facilitate, knowingly induce or encourage (including by providing information, cooperation or assistance) any inquiries or the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Acquisition Proposal, (b) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue or otherwise participate in any discussions or negotiations regarding any Alternative Acquisition Proposal or (c) execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether or not binding) with respect to an Alternative Acquisition Proposal. Such Shareholder shall, and shall cause each of its Affiliates and its and their respective directors, officers and employees to, and shall direct each of the Representatives of the Company and its Affiliates to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Person conducted prior heretofore with respect to the date of this Agreement. Such Shareholder shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Buyer of any Alternative Acquisition Proposal, other than the Merger. Prior to the Termination Date, subject to Section 5, the Shareholder shall not, and shall use commercially reasonable efforts to cause his Representatives not to, directly or indirectly, (i) solicit, initiate, or knowingly encourage (including by way of furnishing non-public information) the making of any request for information proposal or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative offer concerning any Acquisition Proposal, which notification shall include other than the Merger, (iii) a copy of the applicable written Alternative engage in any discussions or negotiations with any third party concerning any Acquisition Proposal, request other than the Merger, (iii) approve, endorse or inquiry (or, if oral, the material terms and conditions of such Alternative recommend any Acquisition Proposal, request other than the Merger or inquiry(iv) (including in each case enter into any subsequent material amendments letter of intent or other material modifications thereto) and (ii) the identity of the third party making such Alternative similar agreement or any Contract contemplated by or otherwise related to any Acquisition Proposal, request other than the Merger. If the Shareholder receives an unsolicited proposal or inquiryoffer concerning an Acquisition Proposal, he will notify the Company of such proposal or offer so that the Company may comply with its obligations under the Merger Agreement. Notwithstanding the foregoing, the Shareholder is permitted to take any actions otherwise prohibited by this paragraph if such action is related to an Acquisition Proposal and if, and only during such time as and to the extent that, the Company is then permitted under the Merger Agreement to engage in discussions or negotiations with such Person or group of related Persons that has made the Acquisition Proposal, and provided that the Company is in compliance with Section 5.07 of the Merger Agreement.

No Solicitation. Such Shareholder (a) The Company shall not, not (and shall cause its Affiliates not to), and shall not authorize or permit its and their respective directors, officers officers, employees, agents, advisors, legal counsel, investment bankers and employees not other representatives (the foregoing Persons are referred to herein as “Representatives”) to, and such Shareholder shall, and shall cause instruct each of its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, and shall not publicly announce any intention to, directly or indirectly indirectly, (ax) solicit, initiate initiate, or knowingly facilitate, knowingly induce facilitate or encourage (including by providing information, cooperation or assistance) the submission of any inquiries Takeover Proposal or the making of any proposal or offer that constitutes or would could reasonably be expected to lead to an Alternative Acquisition any Takeover Proposal, or (by) other than informing Persons of the provisions contained in this subject to Section 4.5, enter into, continue 8.3(b): (i) conduct or otherwise participate engage in any discussions or negotiations regarding with, disclose any Alternative Acquisition non-public information relating to the Company to, afford access to the business, properties, assets, books, or records of the Company to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party that is seeking to make, or has made, any Takeover Proposal; (ii) (A) amend or grant any waiver under any standstill or similar agreement with the party providing such Takeover Proposal with respect to the applicable class of equity securities of the Company, or (cB) execute approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL; or (iii) enter into any agreement in principle, letter of intent, memorandum of understandingterm sheet, agreement in principleacquisition agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement agreement, or other Contract relating to any Takeover Proposal (whether each, a “Company Acquisition Agreement”). Except as expressly permitted by Section 8.3(d), the Board of Directors of the Company shall not effect a Company Adverse Recommendation Change. The Company shall (and shall cause its Affiliates to) cease immediately and cause to be terminated, and shall not authorize or not binding) knowingly permit any of its Representatives to continue, and shall instruct each such Representatives to terminate, any and all existing activities, discussions, or negotiations, if any, with any third party conducted prior to the Signing Date with respect to an Alternative Acquisition Proposal. Such Shareholder shall, any Takeover Proposal and shall use its reasonable best efforts to cause each of its any such third party (and the Affiliates and its and their respective directors, officers and employees to, and shall direct each of the Representatives of the Company and or its Affiliates to, immediately cease and cause Affiliates) in possession of non-public information in respect of the Company that was furnished by or on behalf of the Company to be terminated any and all existing discussions return or negotiations with any Person conducted prior to the date of this Agreement. Such Shareholder shall as promptly as practicable destroy (and in any event within twenty-four (24confirm destruction of) hours) notify Buyer of any Alternative Acquisition Proposal, or any request for information or inquiry that all such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquiry.information. 56

No Solicitation. Such Shareholder Except as may relate to any Qualified Go-Shop Bidder or as permitted by Sections 5.6(d) and 5.6(g), from and after the No-Shop Period Start Date to the Effective Time or, if earlier, the termination of this Agreement in accordance with Article 7, the Company shall not, and shall cause its Affiliates and its and their respective directors, officers and employees not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives the Company Subsidiaries not to, and shall instruct the Company Representatives not publicly announce any intention to, directly or indirectly on behalf of the Company: (ai) solicitknowingly initiate, initiate or knowingly facilitate, knowingly induce solicit or encourage (including by providing information, cooperation or assistance) any inquiries facilitate the submission or the making of any proposal Acquisition Proposal involving the Company or offer that constitutes or would reasonably be expected to lead to an Alternative Acquisition Proposal, (b) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue or otherwise participate engage in any discussions or negotiations regarding negotiations, or furnish to any Alternative other party information, with respect thereto, (ii) recommend, or publicly propose to recommend, any Acquisition Proposal involving the Company, (iii) withdraw or materially change or qualify, in a manner adverse to Parent, the Company Board Recommendation, (civ) execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract similar agreement relating to any Acquisition Proposal, or (whether v) resolve or not bindingagree to do any of the foregoing (any action set forth in the foregoing clauses (ii), (iii) or (v) (to the extent related to the foregoing clauses (ii) or (iii)), a “Change of Company Board Recommendation”). Subject to Sections 5.6(d) and 5.6(g), at the No-Shop Period Start Date, the Company shall take, and shall cause its Subsidiaries to take, all actions reasonably necessary to cause its Representatives to immediately cease any discussions or negotiations with any party or parties (other than a Qualified Go-Shop Bidder) with respect to an Alternative any Acquisition Proposal. Such Shareholder shall; provided, and however, that nothing in this Section 5.6 shall cause each preclude the Company or any of its Affiliates and its and their respective directors, officers and employees to, and shall direct each Representatives from contacting any such party or parties solely for the purpose of complying with the provisions of the Representatives last sentence of this Section 5.6(b). As soon as reasonably practicable following the No-Shop Period Start Date, the Company shall promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal (other than a Qualified Go-Shop Bidder), if any, to return or destroy, in each case pursuant to the terms of such confidentiality agreement, all confidential information heretofore furnished to such Person by or on behalf of the Company and its Affiliates to, immediately cease and cause to be terminated any and all existing discussions or negotiations with any Person conducted prior to the date of this Agreement. Such Shareholder shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Buyer of any Alternative Acquisition Proposal, or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquirySubsidiaries.

No Solicitation. Such Shareholder (a) The Company represents and warrants to, and covenants and agrees with, Parent and Purchaser that neither the Company nor any of its Subsidiaries has any agreement, arrangement or understanding with any potential acquiror that, directly or indirectly, would be violated, or require any payments, by reason of the execution, delivery and/or consummation of this Agreement. The Company shall, and shall cause its Subsidiaries and use its best efforts to cause its and their officers, directors, employees, investment bankers, attorneys and other agents and representatives to, immediately cease any existing discussions or negotiations with any person (including a "person" as defined in Section 13(d)(3) of the Exchange Act) other than Parent or Purchaser (a "Third Party") heretofore conducted with respect to any Acquisition Transaction (as hereinafter defined). The Company shall not, and shall cause its Affiliates Subsidiaries and use its and their respective directors, officers and employees not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives officers, directors, employees, investment bankers, attorneys and other agents and representatives not to, and shall not publicly announce any intention to, directly or indirectly indirectly, (ax) solicit, initiate or knowingly facilitateinitiate, knowingly induce continue, facilitate or encourage (including by providing way of furnishing or disclosing non-public information, cooperation or assistance) any inquiries inquiries, proposals or the making of offers from any proposal Third Party with respect to, or offer that constitutes or would could reasonably be expected to lead to an Alternative Acquisition Proposalto, any acquisition or purchase of a material portion of the assets (b) other than informing Persons in the ordinary course of business) or business of, or any significant equity interest in (including by way of a tender offer), or any amalgamation, merger, consolidation or business combination with, or any recapitalization or restructuring, or any similar transaction involving, the provisions contained Company or any of its Subsidiaries (the foregoing being referred to collectively as an "Acquisition Transaction"), or (y) negotiate, explore or otherwise communicate in this Section 4.5, any way with any Third Party with respect to any Acquisition Transaction or enter into, continue approve or otherwise participate in recommend any discussions or negotiations regarding any Alternative Acquisition Proposal or (c) execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreementarrangement or understanding requiring the Company to abandon, option agreementterminate or fail to consummate the Offer and/or the Merger or any other transaction contemplated hereby. Notwithstanding anything to the contrary in the foregoing, joint venture agreementthe Company may, partnership agreement or other Contract (whether or not binding) prior to the purchase of Shares pursuant to the Offer, in response to an unsolicited written proposal with respect to an Alternative Acquisition Proposal. Such Shareholder shall, and shall cause each Transaction involving the acquisition of its Affiliates and its and their respective directors, officers and employees to, and shall direct each all of the Representatives Shares (or all or substantially all of the assets of the Company and its Affiliates to, immediately cease and cause to be terminated any and all existing discussions or negotiations with any Person conducted prior to the date of this Agreement. Such Shareholder shall as promptly as practicable (and in any event within twenty-four (24Subsidiaries) hours) notify Buyer of any Alternative Acquisition Proposal, or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include from a Third Party (i) a copy of the applicable written Alternative Acquisition Proposal, request furnish or inquiry (or, if oral, the material terms and conditions of disclose non-public information to such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) Third Party and (ii) negotiate, explore or otherwise communicate with such Third Party, in each case only if (a) after being advised by (x) its outside counsel with respect to its fiduciary obligations and (y) Lazard Freres with respect to the identity financial terms of any such proposed Acquisition Transaction, the Board of Directors of the third party making Company determines reasonably and in good faith by a majority vote that taking such Alternative action is necessary in the exercise of its fiduciary obligations under applicable law (the proposal with respect to an Acquisition Transaction meeting the requirements of this clause (a), a "Superior Proposal"), (b) prior to furnishing or disclosing any non-public information to, or entering into discussions or negotiations with, such Third Party, the Company receives from such Third Party an executed confidentiality agreement with terms no less favorable in the aggregate to Company than those contained in the Confidentiality Agreement (except that no "standstill provisions" shall be required from any person that at the date hereof has commenced a tender offer for Securities of the Company), but which confidentiality agreement shall not provide for any exclusive right to negotiate with the Company or any payments by the Company and (c) the Company advises Parent of all such non-public information delivered to such Third Party concurrently with such delivery; provided, however, that Company shall not, and shall cause its affiliates not to, enter into a definitive agreement with respect to a Superior Proposal unless (x) the Company concurrently terminates this Agreement in accordance with the terms hereof and pays any Termination Fee required under Section 8.03(b) and agrees to pay any other amounts required under such Section 8.03(b), and (y) such agreement permits the Company to terminate it if it receives a Superior Proposal, request or inquirysuch termination and related provisions to be on terms no less favorable to the Company, including as to fees and reimbursement of expenses, as those contained herein.

No Solicitation. Such Shareholder shall not(a) From and after the date of this Agreement and until the earlier of the Effective Time and the termination of this Agreement, the Company and its Subsidiaries shall, and the Company shall cause its Affiliates and its and their respective Subsidiaries’ directors, officers officers, managers, employees, consultants, financial advisors, attorneys, accountants and employees not toother advisors and representatives (the “Representatives”), and such Shareholder shallto (i) immediately cease any solicitations, and shall cause its Affiliates todiscussions, use their reasonable best efforts communications or negotiations with any persons that may be ongoing with respect to cause its and their respective Representatives not toany Acquisition Proposal or any inquiry, and shall not publicly announce any intention tooffer, directly or indirectly (a) solicit, initiate or knowingly facilitate, knowingly induce or encourage (including by providing information, cooperation or assistance) any inquiries or the making of any proposal or offer request that constitutes or would could reasonably be expected to lead to an Alternative Acquisition Proposal (each, an “Inquiry”) and (ii) (A) immediately cease furnishing non-public information regarding the Company or any of its subsidiaries to such persons, (B) as soon as reasonably practicable, but in no event later than five (5) days after the date hereof, request return or destruction of all such non-public information and (C) immediately terminate all physical and electronic data room access previously granted to such persons. From and after the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement, the Company and its Subsidiaries shall not, and the Company shall cause it and its Subsidiaries’ Representatives not to, directly or indirectly (1) solicit, initiate, propose, knowingly encourage, induce, facilitate or assist, any Inquiry or any Acquisition Proposal or the making, submission or announcement of any Inquiry or Acquisition Proposal, ; (b2) other than informing Persons of the provisions contained in this Section 4.5, enter into, engage in, continue or otherwise participate in any discussions or negotiations regarding regarding, or otherwise knowingly cooperate with, any Alternative Inquiry or Acquisition Proposal; (3) provide any non-public information or data, or afford access to the business, employees, properties, assets, books, or records of the Company, to any Person (other than to Parent, MergerSub or any designees of Parent or MergerSub) relating to any Inquiry or Acquisition Proposal; (4) knowingly facilitate or assist any effort or attempt to make any Inquiry or Acquisition Proposal or the making, submission or announcement thereof; (c5) execute approve, endorse or recommend any Acquisition Proposal or any Inquiry (or publicly propose to do so); (6) enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether or not binding) with respect relating to an Acquisition Proposal (other than, to the extent permitted by this Section 4.7, a Comparable Confidentiality Agreement) (an “Alternative Acquisition Proposal. Such Shareholder shallAgreement”); or (7) agree, and shall cause each of its Affiliates and its and their respective directorspropose or resolve to take, officers and employees to, and shall direct each or take any of the Representatives of the Company and its Affiliates to, immediately cease and cause to be terminated any and all existing discussions or negotiations with any Person conducted prior to the date of this Agreement. Such Shareholder shall as promptly as practicable actions prohibited by clauses (and in any event within twenty-four 1) through (24) hours) notify Buyer of any Alternative Acquisition Proposal, or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquiry6).

No Solicitation. Such Shareholder shall not, and shall cause its Affiliates and its and The Company agrees that no Acquired Company or any of their respective directors, officers and employees not to, and such Shareholder directors shall, and that the Company shall cause its Affiliates to, use their all reasonable best efforts to cause its and their respective each Acquired Company’s Representatives not to, and shall not publicly announce any intention to, to directly or indirectly (ai) solicit, initiate initiate, or knowingly facilitate, knowingly induce take any action to encourage or encourage (including by providing information, cooperation or assistance) any inquiries or facilitate the making submission of any proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Acquisition Proposal, ; (bii) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue conduct or otherwise participate engage in any discussions or negotiations regarding regarding, or furnish to any Alternative Person any non-public information relating to, the Acquired Companies with, or knowingly assist, participate in, facilitate or encourage any effort by, any Person (other than Merger Corp, or any direct or indirect subsidiary of Merger Corp) that has expressed an intention to make, or has made an Acquisition Proposal Proposal, (iii) approve, endorse, recommend or make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal, (civ) withdraw, amend or modify in a manner adverse to Merger Corp, or propose to withdraw, amend or modify in a manner adverse to Merger Corp its recommendation in favor of the adoption of the Agreement by the Shareholders, (v) execute or enter into any letter of intentintent or similar document that could reasonably be expected to lead to an Acquisition Proposal, memorandum of understandingor (vi) terminate, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement amend or waive any material rights under any “standstill” or other Contract (whether or not binding) with respect to an Alternative Acquisition Proposal. Such Shareholder shall, and shall cause each of its Affiliates and its and their respective directors, officers and employees to, and shall direct each of the Representatives of similar agreement between the Company or any other Acquired Company and its Affiliates toany other Person, except in the case of clauses (ii), (iii), (iv), or (v) to the extent specifically permitted pursuant to Section 8.1(c) or Section 8.1(d). The Company and the other Acquired Companies will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations negotiation with any Person third parties conducted prior heretofore with respect to the date of this Agreement. Such Shareholder shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Buyer consideration of any Alternative proposal that is or could reasonably be expected to lead to an Acquisition Proposal, or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquiry.

No Solicitation. Such Shareholder (a) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, the Company shall not, and the Company shall use its commercially reasonable efforts to cause each of its Affiliates and its and their respective directorsofficers, officers directors and employees and any investment banker, financial advisor, attorney, accountant or other representative retained by it not to, and directly or indirectly, (i) solicit, engage in discussions or negotiate with any Person (whether such Shareholder discussions or negotiations are initiated by the Company or otherwise) or take any other action intended or designed to facilitate any inquiry or effort of any Person (other than Parent) relating to any possible business combination with or any possible acquisition of the Company (whether by way of merger, purchase of capital stock, purchase of assets or otherwise) or any material portion of its capital stock or assets (with any such efforts by any such Person, including a firm proposal to make such an acquisition, to be referred to as an “Alternative Acquisition”), (ii) provide information with respect to the Company to any Person, other than Parent, relating to an Alternative Acquisition by any Person, other than Parent or (iii) enter into an agreement with any Person, other than Parent, providing for an Alternative Acquisition. The Company shall, and shall cause its Affiliates representatives to, use their reasonable best efforts to cause its cease immediately all discussions and their respective Representatives not to, and shall not publicly announce any intention to, directly or indirectly (a) solicit, initiate or knowingly facilitate, knowingly induce or encourage (including by providing information, cooperation or assistance) any inquiries or the making of any proposal or offer negotiations that constitutes or would reasonably be expected to lead to an Alternative Acquisition Proposal, (b) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue or otherwise participate in any discussions or negotiations regarding any Alternative Acquisition Proposal or (c) execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether or not binding) with respect to an Alternative Acquisition Proposal. Such Shareholder shall, and shall cause each of its Affiliates and its and their respective directors, officers and employees to, and shall direct each of the Representatives of the Company and its Affiliates to, immediately cease and cause to be terminated any and all existing discussions or negotiations with any Person conducted may have occurred prior to the date of this Agreement. Such Shareholder shall as promptly as practicable Agreement regarding any proposal that constitutes, or could reasonably be expected to lead to, a proposal for an Alternative Acquisition (and in any event within twenty-four (24) hours) notify Buyer of any an “Alternative Acquisition Proposal”). For purposes of this Section 6.02, or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification the term “Person” shall include any group as defined in the Securities Exchange Act of 1934, as amended. The Company shall use its commercially reasonable efforts to take appropriate actions (iby instruction, agreement or otherwise) a copy of with its officers, directors and employees and any investment banker, financial advisor, attorney, accountant or other representative retained by it to assure their compliance with the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposalthis Section, request or inquiry) (including in each case and shall be liable for any subsequent material amendments or other material modifications thereto) and (ii) the identity breach of the third party making provisions of this Section by such Alternative Acquisition Proposal, request or inquiryPerson.

No Solicitation. Such Shareholder During the Pre-Closing Period, the Company shall not, not (and shall cause each of its Affiliates Subsidiaries not to), and the Company shall not permit its and its and their respective Subsidiaries’ directors, officers officers, employees and employees not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, and shall not publicly announce any intention other agents to, directly or indirectly indirectly, (a) solicit, initiate or knowingly facilitate, knowingly induce or encourage (including by providing information, cooperation or assistance) any inquiries or the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Acquisition Proposal, (b) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue or otherwise participate in any discussions or negotiations regarding regarding, or furnish to any Alternative Person any information for the purpose of encouraging or facilitating, or in connection with any Acquisition Proposal Proposal, or (c) execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreementarrangement, option agreement, joint venture agreement, partnership agreement understanding or other Contract contract with any Person the terms of which require it to abandon or terminate the transactions contemplated hereby. The Company shall promptly (whether and in all events within one Business Day) inform the Buyer of the identity of any Person making an Acquisition Proposal, or not binding) any inquiry by any Person directed to the Company with respect to or which could lead to any Acquisition Proposal, during the Pre-Closing Period as well as the nature and material terms of any such Acquisition Proposal and any documents or written correspondence in connection therewith. The Company shall not provide any information concerning the Company to any party making or considering making an Alternative Acquisition Proposal. Such Shareholder The Company shall, concurrently with the execution of this Agreement, require the return or destruction of any confidential information shared in connection with any terminated discussions or negotiations with respect to any Acquisition Proposal (to the extent the Company has the right to require such return or destruction). The Company shall (and shall cause each of its Affiliates Subsidiaries to), and the Company shall require its and its and their respective Subsidiaries’ directors, officers officers, employees and employees to, and shall direct each of the Representatives of the Company and its Affiliates other agents to, immediately cease and cause to be terminated any and all existing discussions or negotiations with any Person Persons (other than Buyer) conducted prior heretofore with respect to the date of this Agreement. Such Shareholder shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Buyer of any Alternative Acquisition Proposal, or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquiry.

No Solicitation. Such Shareholder During the Interim Period, the Company shall not, and nor shall cause it authorize or permit any of the Company Subsidiaries or any of its Affiliates and its and their respective directors, officers and employees not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and or their respective Representatives not to, and shall not publicly announce any intention to, directly or indirectly indirectly: (ai) solicit, initiate or knowingly facilitate, knowingly induce or encourage (including by providing informationway of furnishing any non-public information relating to the Company or any Company Subsidiary), cooperation or assistance) knowingly induce or knowingly take any inquiries or the making of any proposal or offer that constitutes or other action which would reasonably be expected to lead to the making, submission or announcement of, any proposal or inquiry that constitutes, or is reasonably likely to lead to, an Alternative Acquisition Proposal, ; (bii) other than informing Persons of the provisions contained in this Section 4.55.3, enter into, continue or otherwise participate in any discussions or any negotiations regarding any Alternative Acquisition Proposal or otherwise take any action to knowingly facilitate or knowingly induce any effort or attempt to make or implement an Acquisition Proposal; (ciii) execute approve, endorse or enter into recommend an Acquisition Proposal or any letter of intent, memorandum of understandingunderstanding or Contract contemplating an Acquisition Proposal or requiring the Company to abandon or terminate its obligations under this Agreement; or (iv) agree, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement resolve or other Contract (whether or not binding) with respect commit to an Alternative Acquisition Proposaldo any of the foregoing. Such Shareholder The Company shall, and shall cause each of its Affiliates the Company Subsidiaries and its and their respective directors, officers and employees to, and shall direct each of the Representatives of the Company and its Affiliates to, immediately cease and cause to be terminated any and all existing discussions or negotiations with any Person previously conducted prior with respect to the date of this Agreement. Such Shareholder shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Buyer of any Alternative Acquisition Proposal, . The Company shall promptly deny to any third party access to any data room (virtual or actual) containing any request for confidential information or inquiry that previously furnished to any such Shareholder reasonably believes could lead third party relating to or contemplates an Alternative any Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquiry.

No Solicitation. Such Shareholder shall The Company will not, and shall will cause its Affiliates and its and their respective directors, officers and employees the Company Subsidiaries not to, will cause its Members not to (and such Shareholder shalleach Member has acknowledged to the Company that it will not), and shall cause will direct its Affiliates toemployees, use their reasonable best efforts to cause agents, officers, members of its board of directors or managers, representatives and their respective Representatives advisors (collectively, “Party Representatives”) not to, and shall not publicly announce any intention to, directly or indirectly indirectly, (a) solicit, initiate initiate, enter into or knowingly facilitatecontinue discussions, knowingly induce negotiations or transactions with, or encourage (including by providing information, cooperation or assistance) respond to any inquiries or proposals by, or provide any information to, any Person (other than Parent and its agents, representatives, advisors) concerning any merger, sale of ownership interests and/or assets of the making of any proposal Company, recapitalization or offer that constitutes or would reasonably be expected to lead to an Alternative Acquisition Proposalsimilar transaction (each, a “Company Business Combination”), (b) other than informing Persons of the provisions contained in this Section 4.5, enter intointo any agreement regarding, continue or otherwise participate in any discussions or negotiations regarding regarding, or cooperate in any Alternative Acquisition Proposal way that would otherwise reasonably be expected to lead to a Company Business Combination or (c) execute commence, continue or renew any due diligence investigation regarding a Company Business Combination. Parent and Merger Sub will not, will cause their respective Subsidiaries not to, and will direct their respective Party Representatives not to, directly or indirectly, (i) solicit, initiate, enter into or continue discussions or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to, any Person (other than the Company, its Members and their respective Party Representatives) concerning any merger, purchase of ownership interests and/or assets of Parent, recapitalization or similar business combination transaction (each, a “Parent Business Combination”), (ii) enter into any letter of intentagreement regarding, memorandum of understandingcontinue or otherwise participate in any discussions or negotiations regarding, agreement or cooperate in principleany way that would otherwise reasonably be expected to lead to a Parent Business Combination or (iii) commence, merger agreementcontinue or renew any due diligence investigation regarding a Parent Business Combination. In addition, acquisition agreement(x) the Company will, option agreementwill cause the Company Subsidiaries to, joint venture agreement, partnership agreement or other Contract (whether or not binding) with respect to an Alternative Acquisition Proposal. Such Shareholder shall, and shall will cause each of its Affiliates and its and their respective directors, officers and employees Members to, and shall direct each of the will cause their respective Party Representatives of the Company and its Affiliates to, immediately cease and cause to be terminated any and all existing discussions or negotiations with any Person conducted prior heretofore with respect to any Company Business Combination and (y) Parent and Merger Sub will, will cause their respective Party Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Parent Business Combination. Each Party will promptly (and in no event later than 24 hours after becoming aware of such inquiry, proposal, offer or submission) notify the other Parties hereto (and in the case of Parent’s receipt of a Parent Business Combination proposal, Parent will also provide notice to the date Representative) if it or, to its knowledge, any of its or its Party Representatives receives any inquiry, proposal, offer or submission with respect to a Company Business Combination or Parent Business Combination, as applicable (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement. Such Shareholder shall If either Party or its Party Representatives receives an inquiry, proposal, offer or submission with respect to a Company Business Combination or Parent Business Combination, as promptly as practicable applicable, such Party will provide the other Parties with a copy of such inquiry, proposal, offer or submission (and in any event within twenty-four (24) hours) notify Buyer the case of any Alternative Acquisition ProposalParent’s receipt, or any request for information or inquiry that such Shareholder reasonably believes could lead Parent will also provide copies to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquiryRepresentative).

No Solicitation. Such Shareholder (a) From the date hereof until the earlier of the termination of this Agreement or the Effective Time, the Company shall not, and shall cause its Affiliates and its and their respective directors, officers and employees not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective authorize any of the Company Representatives not to, and shall not publicly announce any intention to, directly or indirectly indirectly: (a1) solicit, initiate initiate, facilitate or knowingly facilitateencourage any inquiry, knowingly induce or encourage (including by providing information, cooperation or assistance) any inquiries or the making of any proposal or offer from any Person (other than Parent or the Merger Subs) in respect of, or that constitutes or would reasonably may be expected to lead to an to, a Company Alternative Acquisition Transaction (a "Company Alternative Transaction Proposal, "); (b2) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue or otherwise participate in any discussions or negotiations regarding any Alternative Acquisition Proposal or (c) execute or enter into any letter of intentagreement with, memorandum of understandingor provide any non-public information to, agreement or otherwise cooperate with, any Person (other than Parent or the Merger Subs) in principlerespect of, merger agreementor that reasonably may be expected to lead to, acquisition agreement, option agreement, joint venture agreement, partnership agreement a Company Alternative Transaction Proposal; or other Contract (whether or not binding3) with respect to an accept any Company Alternative Acquisition Transaction Proposal. Such Shareholder Upon execution of this Agreement, the Company shall, and shall cause each of its Affiliates and its and their respective directors, officers and employees to, and shall direct each of the Representatives of the Company and its Affiliates Representatives to, immediately cease and cause to be terminated any and all existing discussions or negotiations they have had with any Person conducted prior to (other than Parent or the date Merger Subs) that are in respect of this Agreementa Company Alternative Transaction. Such Shareholder The Company shall as promptly as practicable (and in any no event within twenty-four (24) hourslater than 24 hours after receipt thereof) notify Buyer Parent, orally and in writing, of the receipt of any Company Alternative Acquisition Transaction Proposal, or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an from a Person in respect of a Company Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) Transaction (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party Person making or submitting such Company Alternative Acquisition Transaction Proposal or request, and the material terms thereof (including a copy of any written proposal, offer or request)). Except to the extent the Company is precluded from doing so pursuant to any such written nondisclosure or confidentiality agreement entered into before the date of this Agreement, the Company shall keep Parent informed on a reasonably current basis (and, in any event, within 24 hours) of the status and details of any material modifications to any such Company Alternative Transaction Proposal or request. Company shall not, and shall cause each of its Subsidiaries not to, enter into any confidentiality agreement with any Person subsequent to the date hereof that prohibits it from providing such information to the Parent. Without the prior written consent of the Parent, Company will not release any Person from any standstill agreement or similar obligation to Company or any Company Subsidiary unless (x) the Company's Board of Directors determines in good faith, following consultation with its counsel, that failing to take such action would be a breach of the fiduciary duties of the Company's Board of Directors under applicable Law, and (y) prior to taking such action, Company notifies Parent of its intent to do so. The Company's Board of Directors shall not (i) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to Parent, the Company Board Recommendation, (ii) approve or recommend, or propose publicly to approve or recommend, any Company Alternative Transaction Proposal or (iii) enter into any agreement with respect to any Company Alternative Transaction Proposal, request or inquiry.

No Solicitation. Such Shareholder Subject to Section 8 hereof, prior to the Termination Date, the Securityholder shall not, and shall cause its Affiliates and its and their respective directors, officers and employees not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, and shall not publicly announce (i) initiate any intention negotiations with any Person with respect to, directly or indirectly (a) solicitprovide any non-public information or data concerning the Company or its Subsidiary, initiate or knowingly facilitate, knowingly induce or encourage (including by providing information, cooperation or assistance) to any inquiries or the making of any proposal or offer that constitutes or would reasonably be expected to lead Person relating to an Alternative Acquisition Proposal, (b) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue or otherwise participate in any discussions or negotiations regarding any Alternative Acquisition Proposal or an Alternative Transaction or afford to any Person access to the business, properties, assets or personnel of the Company or its Subsidiary in connection with an Acquisition Proposal or an Alternative Transaction, (cii) execute or enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding, understanding or agreement in principle, merger agreementor any other agreement relating to an Acquisition Proposal or an Alternative Transaction, acquisition agreement(iii) grant any waiver, option agreement, joint venture agreement, partnership amendment or release under any confidentiality agreement or other Contract (whether or not binding) with respect the anti-takeover Laws of any state relating to an Acquisition Proposal or an Alternative Transaction, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition ProposalProposal or an Alternative Transaction. Such Shareholder The Securityholder also agrees that immediately following the execution of this Agreement the Securityholder shall, and shall cause each of its Affiliates and its and their respective directors, officers and employees to, and shall direct each of the Representatives of the Company and its Affiliates to, immediately cease and cause to be terminated any and all existing discussions or negotiations with any Person conducted prior heretofore with respect to the date of this Agreementany Acquisition Proposal or an Alternative Transaction. Such Shareholder The Securityholder shall as promptly as practicable (and in any event within twentytwo (2) Business Days) notify, in writing, the Parent of the receipt of any inquiry, proposal, offer or request for information received after the date hereof that constitutes, or could reasonably be expected to result in or lead to, an Acquisition Proposal or an Alternative Transaction, which notice shall include a summary of the material terms of such inquiry, proposal or offer (and shall include any other documents evidencing or specifying the terms of such proposal, offer, inquiry or request). The Securityholder shall promptly (and in any event within forty-four eight (2448) hours) notify Buyer keep the Parent reasonably informed of any Alternative Acquisition Proposalmaterial developments with respect to any such inquiry, or any proposal, offer, request for information or inquiry that such Shareholder reasonably believes could lead to an Acquisition Proposal or contemplates an Alternative Acquisition ProposalTransaction (in each case, which notification shall include including any material changes thereto). Notwithstanding anything in this Agreement to the contrary, (i) a copy the Securityholder shall not be responsible for the actions of the applicable written Alternative Acquisition ProposalCompany or the Company Board (or any committee thereof), request any Subsidiary of the Company, or inquiry any officers, directors (orin their capacity as such), if oralemployees and professional advisors of any of the foregoing (collectively, the material terms and conditions of such Alternative Acquisition Proposal“Company Related Parties”), request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity Securityholder makes no representations or warranties with respect to the actions of any of the third party making such Alternative Acquisition ProposalCompany Related Parties, request and (iii) any breach by the Company of its obligations under Section 6.7 (No Solicitation) of the Business Combination Agreement shall not be considered a breach of this Section 6(a) (it being understood that, for the avoidance of doubt, the Securityholder or inquiryhis, her or its Representatives shall remain responsible for any breach by the Securityholder or his, her or its Representatives of this Section 6(a)).

No Solicitation. Such Shareholder (a) Except as set forth below, from and after the date hereof and prior to the Effective Time, the Company shall not, and shall cause its Affiliates and its and their respective directors, officers and employees not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, and shall not publicly announce any intention to, directly or indirectly indirectly, through any Subsidiary or Affiliate of the Company, or through any officer, director, employee, investment banker, agent or other representative of the Company or any Subsidiary or Affiliate of the Company, (ai) solicitencourage, invite, initiate or knowingly facilitate, knowingly induce or encourage (including by providing information, cooperation or assistance) solicit any inquiries relating to or the submission or making of a proposal by any proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Acquisition Proposal, (b) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue or otherwise participate in any discussions or negotiations regarding any Alternative Acquisition Proposal or (c) execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether or not binding) Person with respect to an Alternative a Third-Party Acquisition Proposal. Such Shareholder shall(as defined below) or (ii) participate in, and shall cause each of its Affiliates and its and their respective directorsor encourage, officers and employees toinvite, and shall direct each of the Representatives of the Company and its Affiliates toinitiate or solicit, immediately cease and negotiations or discussions with, or furnish or cause to be terminated furnished any and all existing information to, any Person relating to a Third-Party Acquisition. Upon the execution of this Agreement, the Company shall immediately (i) cease, or cause to be ceased, any discussions or negotiations with any Person conducted prior Person, entity or group in connection with any proposed or potential Third-Party Acquisition and shall seek to have returned to the date of this Agreement. Such Shareholder shall as promptly as practicable (and Company any confidential information provided in any event within twenty-four (24) hours) notify Buyer of any Alternative Acquisition Proposal, such discussions or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) negotiations and (ii) take all actions necessary to rescind the identity Company’s stock repurchase program authorized by the Board on August 9, 2000. Notwithstanding the foregoing, prior to the Stockholders Meeting, if the Company, the Board or the Independent Committee, without being in violation of the third party making terms of this Section 5.2, receives an unsolicited bona fide written proposal from any Person or group with respect to a Third-Party Acquisition which could reasonably be expected to result in a Superior Proposal (as defined below), then the Company may, directly or indirectly, furnish information and access to such Alternative Acquisition ProposalPerson or group pursuant to an appropriate confidentiality agreement, request and may participate in discussions and negotiations with, such Person or inquirygroup; provided, however, that the terms of such confidentiality agreement shall have terms that are not less restrictive than the terms set forth in the confidentiality agreement between the Company and Parent, dated as of July 31, 2000 (the “Confidentiality Agreement”).

No Solicitation. Such Shareholder (a) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement, Seller shall not, and Seller shall cause its Affiliates the Seller Subsidiaries and its and each of their respective directorsofficers, officers directors and employees and each investment banker, financial advisor, attorney, accountant or other representative retained by it or any of them not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, and shall not publicly announce any intention to, directly or indirectly indirectly, (ai) solicit, initiate encourage, engage in discussions or knowingly facilitate, knowingly induce or encourage negotiate with any Person (including by providing information, cooperation or assistance) any inquiries or the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Acquisition Proposal, (b) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue or otherwise participate in any whether such discussions or negotiations regarding are initiated by Seller or otherwise) or take any Alternative Acquisition Proposal other action intended or designed to facilitate any inquiry or effort of any Person (cother than Purchaser) execute relating to any possible business combination with or enter into any letter possible acquisition of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement Seller or other Contract any Seller Subsidiary (whether by way of merger, purchase of capital stock, purchase of assets or not bindingotherwise) or any material portion of the capital stock or assets of Seller or any Seller Subsidiary (any such combination or acquisition referred to as an “Alternative Acquisition”), (ii) provide information with respect to an Seller or any Seller Subsidiary to any Person, other than Purchaser, relating to a possible Alternative Acquisition Proposalby any Person, other than Purchaser, (iii) enter into an agreement with any Person, other than Purchaser, providing for a possible Alternative Acquisition, or (iv) make or authorize any statement, recommendation or solicitation in support of any possible Alternative Acquisition by any Person, other than by Purchaser. Such Shareholder shall, Seller and shall cause each of its Affiliates and its the Seller Subsidiaries and their respective directors, officers representatives have ceased all discussions and employees to, and shall direct each of the Representatives of the Company and its Affiliates to, immediately cease and cause to be terminated any and all existing discussions or negotiations with any Person conducted that may have occurred prior to the date of this Agreement. Such Shareholder shall as promptly as practicable (and in Agreement regarding any event within twenty-four (24) hours) notify Buyer of any Alternative Acquisition Proposalproposal that constitutes, or any request could reasonably be expected to lead to, a proposal for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition ProposalAcquisition. For purposes of this Section 6.02, which notification the term “Person” shall include (i) a copy any group as defined in the Securities Exchange Act of the applicable written Alternative Acquisition Proposal1934, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquiryas amended.

No Solicitation. Such Shareholder (a) From and after the date hereof until the Offer Acceptance Time or, if earlier, the termination of this Agreement in accordance with Article VII, and except as otherwise expressly permitted by this Agreement, the Company shall not, and the Company shall cause each of its Affiliates Subsidiaries and each of its and their respective directorsofficers, officers directors and employees not to, and such Shareholder shall, and the Company shall cause use its Affiliates to, use their reasonable best efforts to cause its and their respective other Representatives not to, and shall not publicly announce any intention to, directly or indirectly (ai) solicit, initiate or knowingly facilitate, knowingly induce facilitate or encourage (including by providing information, cooperation or assistance) any inquiries regarding, or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, a Takeover Proposal, (ii) enter into, continue or otherwise participate in any discussions with, or furnish any non-public information with respect to the Company or any of its Subsidiaries to, any Person in connection with a Takeover Proposal (other than to state that the Company is not permitted to have discussions) or (iii) execute or enter into any letter of intent, agreement in principle or Contract with respect to a Takeover Proposal (other than an Acceptable Confidentiality Agreement) (or publicly propose to do any of the foregoing). The Company shall, and shall cause each of its Subsidiaries and each of its and their officers, directors and employees to, and shall use its reasonable best efforts to cause its other Representatives to, (x) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Person (other than Parent and its Subsidiaries) conducted prior to the date of this Agreement with respect to any Takeover Proposal or any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Acquisition a Takeover Proposal, (by) other than informing Persons immediately terminate access by any third party to any physical or electronic data room relating to any Takeover Proposal or any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to a Takeover Proposal and (z) promptly request that each Person promptly return or destroy all non-public information previously furnished to such Person or any of its Representatives in accordance with the terms of the provisions contained confidentiality or similar agreement in place with such Person. Any breach of this Section 4.55.4(a) by any officer, enter into, continue director or otherwise participate in any discussions or negotiations regarding any Alternative Acquisition Proposal or (c) execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether or not binding) with respect to an Alternative Acquisition Proposal. Such Shareholder shall, and shall cause each of its Affiliates and its and their respective directors, officers and employees to, and shall direct each of the Representatives employee of the Company and or any of its Affiliates to, immediately cease and cause to Subsidiaries shall be terminated any and all existing discussions or negotiations with any Person conducted prior to the date deemed a breach of this AgreementSection 5.4(a) by the Company. Such Shareholder shall as promptly as practicable (and in Any breach of this Section 5.4(a) by any event within twenty-four (24) hours) notify Buyer of any Alternative Acquisition Proposal, or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy other Representative of the applicable written Alternative Acquisition Proposal, request Company acting at the direction or inquiry (or, if oral, with the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity encouragement of the third party making such Alternative Acquisition Proposal, request or inquiryCompany shall be deemed a breach of this Section 5.4(a) by the Company.

No Solicitation. Such Shareholder (a) Except as permitted by this Section 5.3, the Company shall not, and shall cause each of its Affiliates Subsidiaries and its and their respective directors, officers and employees not directors to, and such Shareholder shall, and shall cause its Affiliates toother Representatives to (i) immediately cease any direct or indirect solicitations, use their reasonable best efforts discussions or negotiations with any Persons with respect to cause its a Takeover Proposal (or any inquiries, solicitations, discussions or negotiations that would reasonably be expected to result in a Takeover Proposal) that existed on or prior to the date hereof and their respective Representatives not to(ii) from and after the date hereof until the Offer Acceptance Time or, and shall not publicly announce any intention toif earlier, the termination of this Agreement in accordance with Article VII, not, directly or indirectly (aA) initiate, solicit, initiate knowingly or knowingly facilitate, knowingly induce overtly encourage or encourage facilitate (including by providing information) the submission of any proposals, cooperation offers or assistance) any inquiries regarding, or the making of any proposal or offer that constitutes relates to or would could reasonably be expected to lead to an Alternative Acquisition to, a Takeover Proposal, (bB) other than informing Persons of the provisions contained in this Section 4.5, enter intoengage in, continue or otherwise participate in in, knowingly encourage or facilitate any discussions or negotiations regarding (including providing any Alternative Acquisition Proposal data room access) regarding, or furnish to any other Person any non-public information in connection with, or for the purpose of encouraging, a Takeover Proposal, or (cC) execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether or not binding) with respect to an Alternative Acquisition similar agreement providing for a Takeover Proposal. Such Shareholder shallThe Company shall promptly (and in any event within two (2) Business Days hereof) request in writing to each Person that has, since June 30, 2016 and shall cause each of its Affiliates and its and their respective directors, officers and employees to, and shall direct each of the Representatives of the Company and its Affiliates to, immediately cease and cause to be terminated any and all existing discussions or negotiations with any Person conducted prior to the date of this Agreement. Such Shareholder shall as promptly as practicable (and Agreement executed a confidentiality agreement in any event within twenty-four (24) hours) notify Buyer connection with its consideration of any Alternative Acquisition Proposala proposed Takeover Proposal to, or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of in accordance with the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposalagreement, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquiry.return

No Solicitation. Such Shareholder From the date hereof until the earlier of (x) the termination of this Agreement pursuant to Section 8 and (y) the date and time that the Merger Agreement is validly terminated in accordance with the terms and provisions thereof, each Stockholder, solely in its capacity as a stockholder of the Company, shall not, and shall cause its Affiliates and its and their respective directors, officers and employees controlled affiliates not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, and shall not publicly announce any intention to, directly or indirectly indirectly: (ai) solicit, initiate or knowingly facilitateinitiate, knowingly induce or encourage (including by providing information, cooperation the submission or assistance) any inquiries or the making announcement of any proposal or offer that constitutes or would reasonably be expected Takeover Proposal; (ii) furnish any non-public information regarding the Company to lead to an Alternative Acquisition any third party in connection with a Takeover Proposal, ; (biii) other than informing Persons of the provisions contained engage in this Section 4.5, enter into, continue or otherwise participate in any facilitate discussions or negotiations regarding with any Alternative Acquisition third party with respect to any Takeover Proposal; (iv) adopt, approve, endorse or recommend, or publicly propose to adopt, approve endorse or recommend, any Takeover Proposal or (c) execute or enter into any letter of intent, memorandum of understandingsupport agreement or similar document, agreement, commitment or agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement principle relating to or other Contract facilitating a Takeover Proposal; (whether or not bindingv) become a member of a “group” (as defined in Section 13(d)(3) under the Exchange Act) with respect to an Alternative Acquisition Proposalany voting securities of the Company for the purpose of opposing, discouraging or competing with or taking any actions inconsistent with the transactions contemplated by this Agreement or the Merger Agreement or (vi) agree to do any of the foregoing. Such Shareholder Stockholder shall, and shall cause each of its Affiliates controlled affiliates to, and shall cause its and their respective directors, officers and employees to, and shall direct each of the Representatives of the Company and its Affiliates to, immediately cease and cause to be terminated any and all existing solicitations of, or discussions or negotiations with with, any Person conducted prior third party relating to the date any Takeover Proposal. For purposes of this Agreement. Such Shareholder Section 4.1, “Takeover Proposal” shall as promptly as practicable (and have the meaning ascribed to such term in the Merger Agreement but shall also include any event within twenty-four (24) hours) notify Buyer Transfer of any Alternative Acquisition Proposal, or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or Stockholder’s Covered Shares other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquirythan a Permitted Transfer.

No Solicitation. Such Shareholder (a) The Company agrees that it shall notimmediately cease and cause its Representatives to cease all existing activities, discussions, negotiations and communications with any persons with respect to any Acquisition Proposal (including, but not limited to, access to any electronic or other data room) and shall cause its Affiliates request the return or destruction of all confidential information previously furnished. Except as provided in Section 5.3(b), from the date of this Agreement until the earlier of the Termination Date or the Effective Time, the Company and its and their respective directors, officers and employees affiliates shall not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, and shall not publicly announce any intention authorize or permit its Representatives to, directly or indirectly (ai) solicitinitiate, initiate solicit or knowingly encourage, or take any action which could be reasonably expected to facilitate, knowingly induce or encourage (including by providing informationan Acquisition Proposal, cooperation or assistance) any inquiries or the making of any inquiry, offer or proposal relating to, or offer that constitutes may reasonably be expected to lead to, any possible Acquisition Proposal or would (ii) engage in discussions, negotiations or communications with, or provide any information or data concerning the Company or any of its Subsidiaries (provided that this provision shall not be deemed to prohibit the Company from filing the Proxy Statement with the SEC, mailing the Proxy to its Stockholders and the holders of Company Stock Options and Company Warrants and making such other filings with the SEC as required by applicable law and regulations) to, any person (other than Parent, Merger Sub or their respective Representatives) relating to, or that may reasonably be expected to lead to, an Acquisition Proposal, (iii) grant a waiver under Section 203 of the DGCL or enter into any agreement, arrangement or understanding with respect to or that may reasonably be expected to lead to an Alternative Acquisition Proposal, (b) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue or otherwise participate in any discussions or negotiations regarding any Alternative Acquisition Proposal or (c) execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether or not binding) with respect to an Alternative Acquisition Proposal. Such Shareholder shall, and shall cause each of its Affiliates and its and their respective directors, officers and employees to, and shall direct each of the Representatives of the Company and its Affiliates to, immediately cease and cause to be terminated any and all existing discussions or negotiations with any Person conducted prior to the date of this Agreement. Such Shareholder shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Buyer of any Alternative Acquisition Proposal, or otherwise endorse, any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include or (iiv) a copy resolve to do any of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquiryforegoing.

No Solicitation. Such Shareholder The Company shall not, and shall cause each of its Affiliates Subsidiaries not to and shall not authorize or knowingly permit its and their respective directors, officers and employees not or Representatives to, and such Shareholder shall, shall specifically instruct its executive officers and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, and shall not publicly announce any intention to, directly or indirectly indirectly, (ai) solicit, initiate initiate, induce, knowingly encourage or knowingly facilitate, knowingly induce or encourage facilitate (including by providing way of furnishing information, cooperation or assistance) any inquiries inquiry with respect to, or the making making, submission or announcement of, any inquiry, proposal, offer or indication of any proposal or offer interest that constitutes or would is reasonably be expected likely to lead to an Alternative Acquisition Proposal, (bii) participate in, induce, or encourage any discussion or negotiations or otherwise cooperate or take any action to facilitate such discussions or negotiations, including by furnishing to any Person any information with respect to, the Company or its Subsidiaries in connection with any inquiry, proposal, offer or indication of interest that constitutes or may be reasonably likely to lead to an Acquisition Proposal, (iii) terminate, amend or grant any waiver or release under, or fail to use its commercially reasonable efforts to enforce, any standstill, confidentiality or similar agreement, (iv) approve any transaction under (other than informing Persons this Agreement, the Offer, the Merger and the transactions contemplated hereby), or take any action to exempt any Person (other than Parent or Merger Sub) from the restrictions contained in, Section 203 of the provisions contained in this Section 4.5DGCL, enter into, continue or otherwise participate in any discussions or negotiations regarding any Alternative Acquisition Proposal or (cv) execute or enter into any agreement in principle, letter of intent, memorandum of understandingterm sheet, agreement in principleacquisition agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether or not binding) with respect contract relating to an Alternative any Acquisition Proposal, other than any confidentiality agreement entered into in accordance with Section 8.3(b)(i). Such Shareholder shall, and shall cause each of its Affiliates and its and their respective directors, officers and employees to, and shall direct each of the Representatives of the The Company and its Affiliates toSubsidiaries and their officers, directors and employees will immediately cease cease, and the Company shall instruct and cause its Representatives to be terminated cease, any and all existing discussions or negotiations with any Person conducted prior with respect to an Acquisition Proposal. The Company shall instruct and use its commercially reasonable efforts to cause any Person (other than Parent or Merger Sub) in possession of non-public information with respect to the Company or any of its Subsidiaries that was furnished by or on behalf of the Company or any of its Subsidiaries any time after August 1, 2007 with respect to any possible Acquisition Proposal or other possible significant transaction, to return or destroy promptly after the date of this Agreement. Such Shareholder shall as promptly as practicable Agreement (and in any event within twenty-four (24ensure destruction of) hours) notify Buyer of any Alternative Acquisition Proposal, or any request for information or inquiry that all such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquiryinformation.

No Solicitation. Such Shareholder shall not(a) Subject to Section 5.2(b), at all times during the period commencing with the execution and shall cause its Affiliates delivery of this Agreement and its continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and their respective directorsthe Effective Time, officers and employees not to, and such Shareholder the Company shall, and shall cause its Affiliates toSubsidiaries, use their reasonable best efforts to cause its and their respective Representatives not to, and shall not publicly announce any intention to, directly or indirectly (a) solicit, initiate or knowingly facilitate, knowingly induce or encourage (including by providing information, cooperation or assistance) any inquiries or the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Acquisition Proposal, (b) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue or otherwise participate in any discussions or negotiations regarding any Alternative Acquisition Proposal or (c) execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether or not binding) with respect to an Alternative Acquisition Proposal. Such Shareholder shall, and shall cause each of its Affiliates and its and their respective directors, officers and or other employees toor controlled affiliates, and shall direct each instruct, and use reasonable best efforts to cause, any investment banker, attorney or other authorized agent or representative retained by any of the Representatives of the Company and its Affiliates them (collectively, “Representatives”) to, immediately cease and cause to be terminated any and all existing discussions or negotiations with any Person Persons conducted prior heretofore with respect to any Acquisition Proposal or inquiry or proposal that would reasonably be expected to lead to an Acquisition Proposal, terminate access to any physical or electronic dataroom relating to the date Company for any such Acquisition Proposal and request the prompt return or destruction of any confidential information provided to any third party in connection with an Acquisition Proposal. Subject to Section 5.2(b), at all times during the period commencing with the execution and delivery of this Agreement. Such Shareholder Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the Company shall as promptly as practicable not, and shall cause its Subsidiaries, its and any of their respective directors, officers or other employees or controlled affiliates, and shall instruct, and use reasonable best efforts to cause, any investment banker, attorney or other authorized agent or representative retained by any of them not to, and not to publicly announce any intention to, directly or indirectly, (and i) solicit, initiate or knowingly induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any inquiry, discussion, offer or request that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) furnish to any Person (other than Parent, Merger Sub or any Representatives or designees of Parent or Merger Sub) any non-public information relating to the Company or any of its Subsidiaries, or afford to any Person (other than Parent, Merger Sub or any designees of Parent or Merger Sub) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in each such case, in connection with an Acquisition Proposal or any event within twenty-four inquiries or the making of any proposal, offer or request that would reasonably be expected to lead to an Acquisition Proposal, (24iii) hoursparticipate or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal or any inquiry, discussion, or negotiation that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iv) notify Buyer of enter into any Alternative Acquisition ProposalAgreement, (v) approve, agree to, accept, endorse or recommended any Acquisition Proposal or Acquisition Transaction or (vi) approve any transaction, or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates person becoming an Alternative Acquisition Proposal“interested stockholder”, which notification shall include (i) a copy under Section 203 of the applicable written Alternative Acquisition Proposal, request or inquiry (or, DGCL. The Company acknowledges and agrees that any action that if oral, taken by the Company would be a material terms and conditions breach of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity this Section 5.2 is taken by a Representative of the third party making Company, such Alternative Acquisition Proposal, request or inquiryaction shall be deemed to constitute a breach of this Section 5.2 by the Company.

No Solicitation. Such (a) During the Pre-Closing Period, neither the Company nor any Shareholder shall not, and shall cause its Affiliates and its and their respective directors, officers and employees not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, and shall not publicly announce any intention to, directly or indirectly through any officer, director, employee, agent or Representative of the Company or otherwise: (ai) submit, solicit, initiate initiate, encourage, or knowingly facilitate, knowingly induce or encourage (including by providing information, cooperation or assistance) discuss any inquiries or the making of any proposal or offer proposals that constitutes constitute, or would reasonably be expected to lead to to, a proposal or offer for (A) a reorganization, liquidation, dissolution, initial public offering, or recapitalization of the Company, (B) a merger, consolidation, share exchange, business combination, sale of all or substantially all assets, sale of the shares in the capital of the Company or similar transactions involving the Company other than the transactions contemplated by this Agreement (C) any sale of any assets of the Company outside the ordinary course of business or any sale of capital stock or other equity interests in the Company, or (D) similar transaction or business combination involving the Company or their business or assets (any of the foregoing inquiries or proposals an Alternative “Acquisition Proposal”); (ii) engage or participate in negotiations or discussions concerning, or provide any non-public information to any Person or entity relating to, any Acquisition Proposal; or (biii) other than informing Persons of the provisions contained in this Section 4.5agree to, enter into, continue accept, approve or otherwise participate in recommend any Acquisition Proposal. The Company warrants that it has the legal right to terminate any pending discussions or negotiations regarding any Alternative relating to an Acquisition Proposal or (c) execute or enter into without payment of any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement fee or other Contract penalty. (whether or not bindingb) with respect to an Alternative Acquisition Proposal. Such Shareholder The Company shall, and the Shareholders shall cause each of its Affiliates and its and their respective directors, officers and employees the Company to, and shall direct each of the Representatives of the Company and its Affiliates to, immediately cease and cause to be terminated any and all existing discussions or negotiations with any Person conducted prior to the date of this Agreement. Such Shareholder shall as notify Purchaser promptly as practicable (and in any event within no later than twenty-four (24) hours) notify Buyer after receipt by the Company or any Shareholder (or their respective advisors) of any Alternative Acquisition Proposal, Proposal or any request for nonpublic information in connection with an Acquisition Proposal or inquiry for access to the properties, books or records of the Company by any Person or entity that such Shareholder reasonably believes could lead to informs the Company that it is considering making, or contemplates has made, an Alternative Acquisition Proposal. Unless prohibited by the terms of a confidentiality agreement in effect prior to the date hereof, which notification such notice shall include (i) a copy the identity of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, offeror and the material terms and conditions of such Alternative Acquisition Proposalproposal, request inquiry or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquiry.contact. 6.3

No Solicitation. Such Shareholder shall not, and shall cause its Affiliates and its and their respective directors, officers and employees not to, and such Shareholder Each Stockholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, and shall not publicly announce any intention to, directly or indirectly (a) solicit, initiate or knowingly facilitate, knowingly induce or encourage (including by providing information, cooperation or assistance) any inquiries or the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Acquisition Proposal, (b) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue or otherwise participate in any discussions or negotiations regarding any Alternative Acquisition Proposal or (c) execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether or not binding) with respect to an Alternative Acquisition Proposal. Such Shareholder shall, and shall cause each of its Affiliates affiliates and its and their its affiliates' respective directors, officers officers, employees, investment bankers, financial advisors, attorneys, accountants, agents and employees toother representatives (collectively, and shall direct each of the Representatives of the Company and its Affiliates "Stockholder Representatives") to, immediately cease and cause to be terminated any and all existing discussions or negotiations with any Person conducted prior heretofore with respect to a Takeover Proposal. From the date hereof until any termination of this AgreementAgreement in accordance with its terms, each Stockholder shall not, and shall cause its Stockholder Representatives not to, directly or indirectly (i) solicit, initiate or knowingly facilitate or encourage (including by way of furnishing information) any inquiries or proposals that constitute, or may reasonably be expected to lead to, any Takeover Proposal, (ii) participate in any discussions or negotiations with any third party regarding any Takeover Proposal or (iii) enter into any agreement related to any Takeover Proposal. Such Shareholder In addition, from the date hereof until any termination of this Agreement in accordance with its terms, each Stockholder shall as promptly as practicable (advise Parent, orally and in writing, and in no event later than 48 hours after receipt, if any event within twenty-four (24) hours) notify Buyer of proposal, offer, inquiry or other contact is received by, any Alternative Acquisition Proposalinformation is requested from, or any request for information discussions or inquiry that negotiations are sought to be initiated or continued with, such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Stockholder in respect of any Takeover Proposal, which notification shall include (i) a copy and shall, in any such notice to Parent, indicate the identity of the applicable written Alternative Acquisition ProposalPerson making such proposal, request offer, inquiry or inquiry (or, if oral, other contact and the material terms and conditions of any proposals or offers or the nature of any inquiries or contacts (and shall include with such Alternative Acquisition Proposalnotice copies of any written materials received from or on behalf of such Person relating to such proposal, request offer, inquiry or inquiry) request), and thereafter shall promptly keep Parent fully informed of all material developments affecting the status and terms of any such proposals, offers, inquiries or requests (including in each case and such Stockholder shall provide Parent with copies of any subsequent material amendments additional written materials received that relate to such proposals, offers, inquiries or other material modifications theretorequests) and (ii) the identity of the third party making status of any such Alternative Acquisition Proposaldiscussions or negotiations. As used in this paragraph, request or inquiry"affiliates" of a Stockholder shall not include the Company.

No Solicitation. Such Shareholder shall notFrom the date hereof until the earlier of the termination of this Agreement pursuant to its terms or the Closing Date, and shall cause Purchaser agrees that neither it nor any of its Affiliates and Subsidiaries nor any of its and their respective directors, officers and employees not to, and such Shareholder directors or those of its Subsidiaries shall, and that Purchaser shall cause use its Affiliates to, use their reasonable best efforts to cause its and their respective its Subsidiaries’ Representatives not to, to (and shall not publicly announce authorize any intention of them to), directly or indirectly indirectly: (ai) solicit, initiate initiate, encourage or knowingly facilitateinduce any inquiry with respect to, knowingly induce or encourage (including by providing information, cooperation or assistance) any inquiries or the making of making, submission or announcement of, any proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Purchaser Acquisition Proposal, (b) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue or otherwise participate in any discussions or negotiations regarding any Alternative Acquisition Proposal or (cii) execute approve, endorse or recommend any Purchaser Acquisition Proposal, or (iii) enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement intent or other similar document or any Contract (whether contemplating or not binding) with respect otherwise relating to an Alternative any Purchaser Acquisition Proposal. Such Shareholder shall, and shall cause each of its Affiliates and its and their respective directors, officers and employees to, and shall direct each of the Representatives of the Company and its Affiliates to, Purchaser will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Person third parties conducted prior heretofore with respect to the date any Purchaser Acquisition Proposal with respect to itself. “Purchaser Acquisition Proposal” shall mean any offer or proposal, relating to any transaction or series of this Agreement. Such Shareholder shall as promptly as practicable related transactions involving: (and in A) any event within twenty-four (24) hours) notify Buyer acquisition of any Alternative voting securities of any Person or any merger, consolidation, business combination or similar transaction resulting in an acquisition of voting securities, or (B) any acquisition of the assets of any Person; provided, however, neither the discussion of such transactions with the Stockholders and their Affiliates and Representatives nor the transactions contemplated hereby and shall not be deemed a Purchaser Acquisition Proposal, or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquiry.

No Solicitation. Such Shareholder shall (a) From and after the date of this Agreement, the Company will not, and shall will cause its Affiliates and its and their respective directors, officers and employees Subsidiaries not to, and will instruct the Company’s and its Subsidiaries’ respective officers, directors, employees and other Representatives (whether acting in such Shareholder shall, and shall cause its Affiliates capacity or otherwise) not to (i) initiate or solicit or knowingly encourage any inquiries with respect to, use their reasonable best efforts to cause its and their respective Representatives not to, and shall not publicly announce any intention to, directly or indirectly (a) solicit, initiate or knowingly facilitate, knowingly induce or encourage (including by providing information, cooperation or assistance) any inquiries or the making of of, any proposal Acquisition Proposal or offer (ii) (A) engage in negotiations or discussions with or provide any information or data to, any Person that constitutes or would reasonably could be expected to lead to an Alternative Acquisition Proposal, (bB) other than informing Persons of the provisions contained in this Section 4.5approve, enter intoendorse or recommend, continue or otherwise participate in propose publicly to approve, endorse or recommend, any discussions or negotiations regarding any Alternative Acquisition Proposal or (cC) execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether or not binding) with respect similar agreement relating to an Alternative any Acquisition Proposal. Such Shareholder From and after the date of this Agreement, the Company’s board of directors (in its capacity as such) will not (x) take any steps to encourage or otherwise facilitate (1) any direct or indirect transaction or series of transactions that could result in an assignment (as defined under the Investment Company Act) of the Company’s investment advisory agreement with Full Circle Advisors LLC, (2) termination or modification of the Company’s existing investment advisory agreement with Full Circle Advisors LLC, or (3) entry into a new investment advisory agreement, including any sub-advisory agreement, in each case including but not limited to any authorization or approval thereof by the board of directors of the Company or solicitation of approval thereof from the stockholders of the Company, or (y) authorize or approve a liquidation of the Company. The Company shall, and shall cause each of its Affiliates and its and their respective directors, officers and employees to, and shall direct each of the its Representatives of the Company and its Affiliates to, immediately cease (and cause to be terminated not resume) any and all existing solicitations, discussions or negotiations with any Person (other than MAST, GECG, Newco and their Affiliates) conducted prior heretofore with respect to the date of this Agreement. Such Shareholder shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Buyer of any Alternative Acquisition Proposal, Proposal or any request for information or inquiry that such Shareholder reasonably believes could be expected to lead to an Acquisition Proposal and promptly request the return or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy destruction of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications confidential information related thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquiry.

No Solicitation. Such Shareholder shall notOther than with respect to the Merger, until the earlier to occur of the Closing or the termination of this Agreement, each of Company and shall cause FERS agrees that neither it nor any of its Affiliates and its and their respective directors, officers and employees not to, and such Shareholder directors shall, and that it shall cause direct and use its Affiliates to, use their reasonable best efforts to cause its agents and their respective Representatives other representatives (including any investment banker, attorney or accountant retained by it) not to, and shall not publicly announce any intention to, directly or indirectly (a) indirectly, initiate, solicit, initiate encourage or knowingly facilitate, knowingly induce or encourage (including by providing information, cooperation or assistance) otherwise facilitate any inquiries or the making of any proposal or offer with respect to (i) a merger, reorganization, recapitalization, share exchange, consolidation or similar transaction involving it or its Subsidiaries, or (ii) any sale, lease, exchange, mortgage, pledge, transfer or purchase of all or substantially all of its assets or any of its equity securities in a single transaction or series of related transactions (any such proposal or offer being hereinafter referred to as an "ACQUISITION PROPOSAL"). Each of Company and FERS further agrees that constitutes neither it nor any of its officers and directors shall, and that it shall direct and use its reasonable best efforts to cause its agents and representatives not to, directly or would reasonably be expected to lead indirectly, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Alternative Acquisition Proposal, (b) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue or otherwise participate in facilitate any discussions effort or negotiations regarding any Alternative Acquisition Proposal attempt to make or (c) execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether or not binding) with respect to implement an Alternative Acquisition Proposal. Such Shareholder shall, and shall cause each of its Affiliates and its and their respective directors, officers and employees to, and shall direct each of the Representatives Each of the Company and its Affiliates to, FERS agrees that it will immediately cease and cause to be terminated any and all existing discussions or negotiations with any Person parties conducted prior heretofore with respect to the date of this Agreement. Such Shareholder shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Buyer of any Alternative Acquisition Proposal, or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy . Each of the applicable written Alternative Acquisition Proposal, request Company and FERS agrees that it will take the necessary steps to promptly inform the individuals or inquiry (or, if oral, entities referred to in the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity first sentence hereof of the third party making such Alternative Acquisition Proposal, request or inquiryobligations undertaken in this section.

No Solicitation. Such Shareholder shall not, and shall cause its Affiliates and its and their respective directors, officers and employees not to, and such Shareholder (a) The Company shall, and shall cause its Affiliates the Company Subsidiaries to, and shall instruct (and use their its reasonable best efforts to cause cause) its and their respective Representatives not to, and shall not publicly announce any intention to, directly or indirectly (a) solicit, initiate or knowingly facilitate, knowingly induce or encourage (including by providing information, cooperation or assistance) any inquiries or the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Acquisition Proposal, (b) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue or otherwise participate in any discussions or negotiations regarding any Alternative Acquisition Proposal or (c) execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether or not binding) with respect to an Alternative Acquisition Proposal. Such Shareholder shall, and shall cause each of its Affiliates and its and their respective directors, officers and employees to, and shall direct each of the Representatives of the Company and its Affiliates Subsidiaries’ Representatives to, immediately cease and cause to be terminated any and all existing solicitation, discussions or negotiations that may be ongoing with a potential acquiror or its Representatives with respect to, or which would reasonably be expected to lead to, an Acquisition Proposal, and shall promptly request the prompt return or destruction of all confidential information previously furnished in connection therewith and immediately terminate all physical and electronic data room access previously granted to any Person conducted prior such person or its Representatives. The Company and the Company Subsidiaries shall not modify, amend, terminate, waive, release, or fail to the date of this Agreement. Such Shareholder shall as promptly as practicable (and in enforce any event within twenty-four (24) hours) notify Buyer provisions of, any standstill provisions of any Alternative confidentiality agreement (or any similar agreement) to which the Company or any of the Company Subsidiaries is a party relating to an Acquisition Proposal, or exempt any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposalperson (other than Parent, which notification shall include (iMerger Sub and their respective Affiliates and Representatives) a copy from the restrictions on “business combinations” contained in Section 203 of the applicable written Alternative Acquisition ProposalDGCL (or similar provisions of any other “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws or regulation); provided, request that, notwithstanding anything in this Agreement to the contrary, the Company and the Company Subsidiaries shall be permitted to modify, amend, terminate, waive, release or inquiry fail to enforce any provisions of any standstill agreement (oror similar or related agreement), if oral, the material terms and conditions Company Board shall have determined (after consultation with its outside legal counsel) that the failure to take such action is reasonably likely to be a breach of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquiryits fiduciary duties under applicable Law.

No Solicitation. Such Shareholder During the Exclusivity Period, Seller shall not, and shall not authorize or permit any of its Affiliates or any of its or their representatives to, directly or indirectly, (a) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal, (b) enter into discussions or negotiations with, or provide any information to, any Person (other than as permitted under this Agreement and other than to Buyer or any of its Affiliates and/or its or their respective representatives) concerning a possible Acquisition Proposal or (c) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers shall immediately cease and cause to be terminated, and shall cause its Affiliates and all of its and their respective directorsrepresentatives to immediately cease and cause to be terminated, officers all existing discussions and employees not negotiations with any Persons (other than Buyer and/or its Affiliates) with respect to, and such Shareholder shall, and shall cause its Affiliates or that could lead to, use their reasonable best efforts to cause its and their respective Representatives not toan Acquisition Proposal. For purposes of this Agreement, and shall not publicly announce an “Acquisition Proposal” means any intention toinquiry, directly or indirectly (a) solicit, initiate or knowingly facilitate, knowingly induce or encourage (including by providing information, cooperation or assistance) any inquiries or the making of any proposal or offer from any Person (other than Buyer and/or any of its Affiliates) relating to the direct or indirect disposition, whether by sale, merger or otherwise (other than Buyer or any of its Affiliates) of all or any portion of Seller or the Assets. Seller shall promptly, and in any case within three (3) Business Days after receipt thereof, advise Buyer orally and in writing of any Acquisition Proposal, any request for information relating to an Acquisition Proposal, or any inquiry or discussion that constitutes or would could reasonably be expected to lead to an Alternative Acquisition Proposal, (b) other than informing Persons the material terms of the provisions contained in this Section 4.5, enter into, continue or otherwise participate in any discussions or negotiations regarding any Alternative Acquisition Proposal or (c) execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether or not binding) with respect to an Alternative Acquisition Proposal. Such Shareholder shall, and shall cause each of its Affiliates and its and their respective directors, officers and employees to, and shall direct each of the Representatives of the Company and its Affiliates to, immediately cease and cause to be terminated any and all existing discussions or negotiations with any Person conducted prior to the date of this Agreement. Such Shareholder shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Buyer of any Alternative Acquisition Proposal, or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (ordiscussion, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquiryPersons involved.

No Solicitation. Such Shareholder (a) The Company shall not, not and shall cause its Affiliates Subsidiaries and the respective officers, directors, employees, investment bankers, financial advisors, attorneys, accountants, consultants, affiliates and other agents of the Company and its and their respective directorsSubsidiaries (collectively, officers and employees the “Company Representatives”) not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, and shall not publicly announce any intention to, directly or indirectly indirectly, (ai) initiate, solicit, initiate induce or knowingly facilitateencourage, knowingly induce or encourage (including by providing information, cooperation or assistance) take any inquiries or action to facilitate the making of of, any inquiry, offer or proposal which constitutes, or offer that constitutes or would could reasonably be expected to lead to to, an Alternative Acquisition Proposal; (ii) except as permitted by Section 6.6(e), (b) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue or otherwise participate in any discussions or negotiations regarding any Alternative Acquisition Proposal or furnish, or otherwise afford access, to any Person (cother than Investor) execute any information or data with respect to the Company or any of its Subsidiaries or otherwise relating to an Acquisition Proposal; (iii) release any Person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which the Company is a party relating to an Acquisition Proposal; or (iv) except as permitted by Section 6.6(e), enter into any letter of intent, memorandum of understandingagreement, agreement in principle, merger principle or letter of intent with respect to any Acquisition Proposal or approve or resolve to approve any Acquisition Proposal or any agreement, acquisition agreementagreement in principle or letter of intent relating to an Acquisition Proposal. Any violation of the foregoing restrictions by any of the Company Representatives, option agreement, joint venture agreement, partnership agreement or other Contract (whether or not binding) with respect such Company Representative is so authorized and whether or not such Company Representative is purporting to an Alternative Acquisition Proposalact on behalf of the Company or otherwise, shall be deemed to be a breach of this Agreement by the Company. Such Shareholder The Company and its Subsidiaries shall, and shall cause each of its Affiliates and its and their respective directors, officers and employees to, and shall direct each of the Representatives of the Company and its Affiliates Representatives to, immediately cease and cause to be terminated any and all existing discussions or negotiations discussions, negotiations, and communications with any Person conducted prior Persons with respect to the date of this Agreement. Such Shareholder shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Buyer of any Alternative existing or potential Acquisition Proposal, or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquiry.

No Solicitation. Such Shareholder shall not(a) From and after the date hereof, and shall cause its Affiliates and its and their respective directors, officers and employees not to, and such Shareholder the Company shall, and shall cause its Affiliates to, Subsidiaries and use their reasonable best efforts to cause its and their respective Representatives to, (x) cease and cause to be terminated any existing solicitation, encouragement, discussion or negotiation with any Third Party that may be ongoing with respect to an Acquisition Proposal, and (y) request any such Third Party to promptly comply with its obligations under the applicable confidentiality agreement to return or destroy all confidential information concerning the Company and its Subsidiaries. Subject to Section 6.02(b), from and after the date hereof until the Effective Time or the date, if any, on which this Agreement is terminated in accordance with Article 9, the Company shall not, and shall cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives not to, and shall not publicly announce any intention to, directly or indirectly (ai) solicit, initiate initiate, or knowingly facilitate, knowingly induce facilitate or encourage (including by providing informationany inquiry, cooperation discussion, offer or assistance) any inquiries or the making of any proposal or offer request that constitutes constitutes, or would reasonably be expected to lead to to, an Alternative Acquisition Proposal, (bii) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue or otherwise participate in any discussions or negotiations regarding with, or furnish any Alternative non-public information relating to the Company or any of its Subsidiaries to, or afford access to the books or records or officers of the Company or any of its Subsidiaries to, any Third Party with respect to an Acquisition Proposal Proposal, or (ciii) execute except as required by the duties of the members of the Company Board under Applicable Law, waive, terminate, modify or release any Person (other than Parent, Merger Sub and their respective Affiliates) from any provision of or grant any permission, waiver or request under any “standstill” or similar agreement or obligation. Subject to Section 6.02(c), from and after the date hereof until the Effective Time or the date, if any, on which this Agreement is terminated in accordance with Article 9, the Company shall not, and shall cause its Subsidiaries and use reasonable best efforts to cause its Representatives not to (A) approve, endorse, recommend or enter into, or publicly propose to approve, endorse, recommend or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership merger agreement or other Contract similar agreement (whether or not bindingother than an Acceptable Confidentiality Agreement) with respect to any Acquisition Proposal (an “Alternative Acquisition Proposal. Such Shareholder shall, and shall Agreement”); or (B) take any action to exempt any Third Party from the restrictions on “business combinations” contained in the Takeover Statute or otherwise cause each of its Affiliates and its and their respective directors, officers and employees to, and shall direct each of the Representatives of the Company and its Affiliates to, immediately cease and cause such restrictions not to be terminated any and all existing discussions or negotiations with any Person conducted prior to the date of this Agreement. Such Shareholder shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Buyer of any Alternative Acquisition Proposal, or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquiryapply.

No Solicitation. Such Shareholder 4.1 From the date of this Agreement until the Expiration Time, the Stockholder shall not, nor shall it authorize or permit any of its Affiliates or any of its or their respective directors, officers or employees or any of their respective investment bankers, accountants, attorneys or other advisors, agents or representatives (collectively, “Representatives”) to, (i) directly or indirectly solicit or initiate, or knowingly encourage, induce or facilitate, any Company Acquisition Transaction or any inquiry or proposal that may reasonably be expected to lead to a Company Acquisition Transaction, or (ii) directly or indirectly participate in any discussions or negotiations with any Person regarding, or furnish to any Person any information with respect to, or cooperate in any way with any Person (whether or not a Person making a Company Acquisition Transaction) with respect to, any Company Acquisition Transaction or any inquiry or proposal that may reasonably be expected to lead to a Company Acquisition Transaction. The Stockholder shall, and shall cause instruct its Affiliates and its and their respective directors, officers and employees not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, and shall not publicly announce any intention to, directly or indirectly (a) solicit, initiate or knowingly facilitate, knowingly induce or encourage (including by providing information, cooperation or assistance) any inquiries or the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Acquisition Proposal, (b) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue or otherwise participate in any discussions or negotiations regarding any Alternative Acquisition Proposal or (c) execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether or not binding) with respect to an Alternative Acquisition Proposal. Such Shareholder shall, and shall cause each of its Affiliates and its and their respective directors, officers and employees to, and shall direct each of the Representatives of the Company and its Affiliates to, immediately cease and cause to be terminated any and all existing discussions or negotiations with any Person (other than Parent and its Representatives) conducted prior by the Stockholder, its Affiliates or its Representatives heretofore with respect to the date of this Agreement. Such Shareholder shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Buyer of any Alternative Company Acquisition Proposal, Transaction or any request for information inquiry or inquiry proposal that such Shareholder may reasonably believes could be expected to lead to a Company Acquisition Transaction, and request the prompt return or contemplates an Alternative Acquisition Proposaldestruction of all confidential information previously furnished to any such Person or its Representatives by the Stockholder, which notification shall include (i) a copy of its Affiliates or Representatives, and immediately terminate all physical and electronic data room access previously granted to any such Person or its Representatives by the applicable written Alternative Acquisition ProposalStockholder, request its Affiliates or inquiry (orRepresentatives, if oral, in connection with any actual or potential proposal by such Person to acquire the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquiryCompany.

No Solicitation. Such Shareholder Prior to Closing, other than with respect to any International Sale, and other than with respect to non-binding discussions regarding Qualifying Facilities, the Sellers and Company shall not, and shall cause its Affiliates and its and their respective directors, officers and employees not permit any Subsidiary of the Company to, directly or indirectly, make, solicit, initiate or encourage submission of proposals or offers from any Person relating to any liquidation, dissolution, recapitalization, merger, consolidation or acquisition or purchase of all or substantially all of the assets of, or equity interest in, the Company or any Significant Subsidiary or any other similar transaction or business combination. Other than with respect to any International Sale, and such Shareholder other than with respect to any non-binding discussions regarding Qualifying Facilities, prior to the Closing, the Sellers and Company shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, and shall not publicly announce any intention to, directly or indirectly (a) solicit, initiate or knowingly facilitate, knowingly induce or encourage (including by providing information, cooperation or assistance) any inquiries or the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Acquisition Proposal, (b) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue or otherwise participate in any discussions or negotiations regarding any Alternative Acquisition Proposal or (c) execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether or not binding) with respect to an Alternative Acquisition Proposal. Such Shareholder shall, and shall cause each of its Affiliates and its and their respective directors, officers and employees to, and shall direct each of the Representatives of the Company and its Affiliates Subsidiaries to, immediately cease and cause to be terminated all contracts, negotiations and communications with third parties with respect to the foregoing, if any, existing on the date hereof. Should the Sellers, the Company or any Company Subsidiary receive any such proposal, inquiry or contact prior to Closing, the Sellers and all existing Company shall within three (3) Business Days give written notice thereof to Buyer and also shall promptly provide Buyer with such information regarding such proposal, inquiry or contact as Buyer may reasonably request. Notwithstanding the provisions of this Section 6.9, any Seller, the Company or any Subsidiary of the Company may conduct non-binding discussions or negotiations with any Person conducted prior of the activities described in this Section 6.9 that relate to the date disposition or restructuring of this Agreement. Such Shareholder shall as promptly as practicable (and in all or any event within twenty-four (24) hours) notify Buyer part of any Alternative Acquisition Proposalindividual Qualifying Facilities, or provided that neither any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition ProposalSeller, which notification shall include (i) a copy the Company nor any Subsidiary of the applicable written Alternative Acquisition ProposalCompany shall enter into a binding agreement to consummate any such disposition or restructuring. For avoidance of ambiguity, request a confidentiality agreement, standstill agreement or inquiry (or, if oral, similar arrangement which does not include a binding commitment to consummate the material terms and conditions disposition or restructuring of an individual Qualifying Facility shall not be deemed a "binding agreement to consummate" such Alternative Acquisition Proposal, request disposition or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity restructuring for purposes of the third party making such Alternative Acquisition Proposal, request or inquiryimmediately preceding sentence.

No Solicitation. Such Shareholder shall notFrom and after the date hereof until the Closing Date, each of Seller and shall cause its Affiliates and its and their respective directors, officers and employees Parent agrees not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts agrees to cause its and their respective Representatives Affiliates, advisors and representatives not to, and shall not publicly announce any intention to, directly or indirectly indirectly: (ai) solicitinitiate, initiate solicit or knowingly facilitate, knowingly induce or encourage (including by providing information, cooperation or assistance) any inquiries or the making submission of any proposal inquiries, proposals or offer offers or any other efforts or attempts that constitutes constitute, or would may reasonably be expected to lead to an Alternative to, any Seller Acquisition Proposal, (b) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue Proposal or otherwise participate engage in any discussions or negotiations regarding with respect thereto or otherwise cooperate with or assist or participate in or facilitate any Alternative such inquiries, proposals, offers, discussions or negotiations (provided that the public announcement of the transactions contemplated hereby and any other public announcement or communications made in accordance with this Agreement shall not constitute a breach of this Section 5.03), (ii) approve or publicly propose to approve any Seller Acquisition Proposal or Proposal, (ciii) execute or enter into any purchase agreement, letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition share exchange agreement, option agreement, joint venture agreement, partnership agreement or other Contract similar agreement relating to any Seller Acquisition Proposal or enter into any agreement or agreement in principle requiring either Seller or Parent to abandon, terminate or fail to consummate the transactions contemplated hereby or breach her obligations hereunder, or (whether iv) resolve, propose or not binding) with respect agree to an Alternative Acquisition Proposal. Such Shareholder shall, and shall cause each of its Affiliates and its and their respective directors, officers and employees to, and shall direct each do any of the Representatives foregoing. Each of the Company Seller and its Affiliates to, Parent shall immediately cease and cause to be terminated any and all existing discussions solicitation, encouragement, discussion or negotiations negotiation with any Person third parties conducted prior theretofore by Seller or Parent or any of their affiliates, advisors or representatives with respect to the date of this Agreement. Such Shareholder shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Buyer of any Alternative Seller Acquisition Proposal, . “Seller Acquisition Proposal” means any offer or proposal from any third party other than Buyer or any request for information of its Affiliates concerning any direct or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy indirect acquisition of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquirySubject Securities.

No Solicitation. Such Shareholder From the date hereof until termination of this Agreement pursuant to its terms, Seller shall not, not and shall cause its Affiliates the Company, each Subsidiary of the Company and its and their respective the officers, directors, officers employees, financial advisors, representatives, agents and employees Affiliates of the Company and each Subsidiary of the Company not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, and shall not publicly announce any intention to, directly or indirectly indirectly: (ai) solicit, initiate or knowingly initiate, facilitate, knowingly induce seek, entertain, encourage or encourage (including by providing informationsupport any inquiry, cooperation or assistance) any inquiries or the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Acquisition Proposal, from any Person (b) other than informing Persons Purchaser) in respect of the provisions contained in this Section 4.5, enter into, continue or otherwise an Acquisition Transaction; (ii) participate in any discussions or negotiations regarding any Alternative Acquisition Proposal or (c) execute or enter into any letter of intentagreement with, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or provide any non-public information or other Contract information that Seller believes or should reasonably know could be used for purposes of formulating any inquiry, proposal or offer to, any Person (whether other than Purchaser) in respect of an Acquisition Transaction; or not binding(iii) with accept any proposal or offer from any Person (other than Purchaser) in respect to of an Alternative Acquisition ProposalTransaction. Such Shareholder shallUpon execution of this Agreement, Seller shall (and shall cause each of its Affiliates and its and their respective directors, officers and employees to, and shall direct each of the Representatives of the Company and its Affiliates to, ) immediately cease and cause to be terminated any and all existing direct or indirect discussions or negotiations with any Person conducted prior to the date (other than Purchaser) that are in respect of this Agreementan Acquisition Transaction. Such Shareholder Seller shall as promptly as practicable (and in any no event within twenty-four (24) hourslater than 24 hours after receipt thereof) notify Buyer Purchaser orally and in writing of any Alternative proposal or offer concerning an Acquisition ProposalTransaction, or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates from a Person in respect of an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) Transaction (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party Person making or submitting such Alternative Acquisition Proposalproposal, request offer or inquiry.request, and the material terms thereof (including a copy of any written proposal, offer or request)) that is received by the Company or any Affiliate or representative of the Company (including Seller). Seller shall keep Purchaser informed on a reasonably current

No Solicitation. Such Shareholder During the Pre-Closing Period, Seller and the Company shall not, and the Company shall cause its Affiliates and its and their respective directors, officers and employees Subsidiaries not to, and such Shareholder shall, Seller and the Company shall cause its Affiliates to, use their respective reasonable best efforts to cause its and their respective Representatives not to, and shall not publicly announce any intention to, directly or indirectly indirectly, (a) solicit, initiate or knowingly facilitate, knowingly induce encourage or encourage (including by providing information, cooperation or assistance) facilitate any inquiries or the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Acquisition Proposal, (b) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue or otherwise participate in any discussions or negotiations regarding regarding, or furnish to any Alternative person any information for the purpose of knowingly encouraging or facilitating, any Acquisition Proposal Proposal, or (c) execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether or not binding) with respect relating to an Alternative Acquisition Proposal. Such Shareholder Seller and the Company shall, and shall cause each of its Affiliates and its and their respective directors, officers and employees Representatives to, cease immediately all discussions and negotiations regarding any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal and shall direct each demand the prompt return or destruction of the Representatives of all confidential information previously furnished in connection therewith. Seller and the Company and its Affiliates to, immediately cease and cause to be terminated any and all existing discussions or negotiations with any Person conducted prior to the date of this Agreement. Such Shareholder shall as promptly as practicable (and in any event within twenty-four (24) hourshours of receipt) notify inform Buyer of the identity of any Alternative person making an Acquisition Proposal during the Pre-Closing Period as well as the nature and material terms of any such Acquisition Proposal. Seller and the Company shall promptly provide to Buyer copies of any Acquisition Proposals. For purposes of this Agreement, or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative “Acquisition Proposal, which notification shall include ” means (i) any proposal or offer for a copy merger, consolidation, dissolution, sale of substantial assets, stock purchase, recapitalization, share exchange or other business combination involving the Company, (ii) any proposal for the issuance by the Company of its equity securities or (iii) any proposal or offer of which the Company is aware to acquire in any manner, directly or indirectly, equity securities or material portion of the applicable written Alternative Acquisition Proposalassets of the Company (other than inventory in the ordinary course of business), request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) than the identity of the third party making such Alternative Acquisition Proposal, request or inquiryAcquisition.

No Solicitation. Such Shareholder shall not(a) Neither the Company, and shall cause its Affiliates and its and their respective directorson the one hand, officers and employees not tonor Parent, and such Shareholder on the other hand, shall, and each shall cause its Affiliates to, use their reasonable best efforts to cause its respective Subsidiaries and their respective Representatives not to, and shall not publicly announce any intention to, directly or indirectly (a) indirectly, solicit, initiate initiate, or knowingly facilitate, knowingly induce take any action to facilitate or encourage (including by providing information, cooperation or assistance) the submission of any inquiries Takeover Proposal or the making of any proposal or offer that constitutes or would could reasonably be expected to lead to an Alternative Acquisition any Takeover Proposal, or, subject to Section 6.04(b): (bi) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue conduct or otherwise participate engage in any discussions or negotiations regarding with, disclose any Alternative Acquisition Proposal non- public information relating to the Company or Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or Parent or any of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal; (ii) except where the Sole Stockholder Board or Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would reasonably be expected to cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or Parent, as applicable, or any of their respective Subsidiaries; or (ciii) execute or enter into any agreement in principle, letter of intent, memorandum of understandingterm sheet, agreement in principleacquisition agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement agreement, or other Contract relating to any Takeover Proposal (whether or not binding) with respect to each, an Alternative “Acquisition ProposalAgreement”). Such Shareholder Except as expressly permitted by this Section 6.04, neither the Sole Stockholder Board shall effect a Company Adverse Recommendation Change, nor shall the Parent Board effect a Parent Adverse Recommendation Change. The Company on the one hand, and Parent, on the other hand, shall, and shall cause each of its Affiliates and its their respective Subsidiaries, and their respective directorsand their Subsidiaries’ Representatives, officers and employees to, and shall direct each of the Representatives of the Company and its Affiliates to, to cease immediately cease and cause to be terminated any and all existing discussions activities, discussions, or negotiations negotiations, if any, with any Person third party conducted prior to the date hereof with respect to any Takeover Proposal and shall use its reasonable best efforts to cause any such third party (or its agents or advisors) in possession of this Agreement. Such Shareholder shall non-public information in respect of the Company or Parent, as promptly as practicable applicable, and any of their respective Subsidiaries that was furnished by or on behalf of such party or its respective Subsidiaries to return or destroy (and confirm destruction of) all such information. Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.04 by any event within twenty-four (24) hours) notify Buyer Representative of any Alternative Acquisition Proposalthe Company or its Subsidiaries, on the one hand, or any request for information Parent or inquiry that its Subsidiaries, on the other hand, whether or not such Shareholder reasonably believes could lead Representative is purporting to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy act on behalf of the applicable written Alternative Acquisition Proposalparty or any of its Subsidiaries, request or inquiry (or, if oral, shall be deemed to be a breach of this Section 6.04 by the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquiryapplicable party.

No Solicitation. Such Shareholder shall not, and shall cause its Affiliates and its and their respective directors, officers and employees not to, and such Shareholder (a) The Company shall, and shall cause its Affiliates toAffiliates, use their reasonable best efforts to cause its and their respective Representatives not toSubsidiaries, and shall not publicly announce any intention to, directly or indirectly (a) solicit, initiate or knowingly facilitate, knowingly induce or encourage (including by providing information, cooperation or assistance) any inquiries or the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Acquisition Proposal, (b) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue or otherwise participate in any discussions or negotiations regarding any Alternative Acquisition Proposal or (c) execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether or not binding) with respect to an Alternative Acquisition Proposal. Such Shareholder shall, and shall cause each of its Affiliates and its and each of their respective officers, directors, officers trustees, managers, employees, consultants, financial advisors, attorneys, accountants and employees toother advisors, representatives and shall direct each of the Representatives of the Company and its Affiliates agents (collectively, "Representatives") to, immediately cease and cause to be terminated immediately any and all existing discussions or negotiations with any Person conducted prior parties that may be ongoing with respect to, or that are intended to or could reasonably be expected to lead to, a Takeover Proposal. The Company shall not, and shall cause its Affiliates, Subsidiaries and its and their respective Representatives not to, (i) directly or indirectly solicit, initiate, encourage or take any other action to knowingly facilitate (including by way of furnishing or disclosing information) any Takeover Proposal, (ii) enter into any agreement, arrangement or understanding with respect to any Takeover Proposal (including any letter of intent, agreement in principle, memorandum of understanding or confidentiality agreement) or enter into any agreement, arrangement or understanding (including any letter of intent, agreement in principle, memorandum of understanding or confidentiality agreement) requiring it to abandon, terminate or fail to consummate, or which is intended to or which would reasonably be expected to result in the date abandonment, termination or failure to consummate of, any of the Mergers or any other transaction contemplated by this Agreement. Such Shareholder shall as promptly as practicable , (and iii) initiate or participate in any event within twenty-four way in any negotiations or discussions regarding, or furnish or disclose to any Person (24other than a party to this Agreement) hours) notify Buyer any information with respect to, or take any other action to facilitate or in furtherance of any Alternative Acquisition inquiries or the making of any proposal that constitutes, or would reasonably be expected to lead to, any Takeover Proposal, or (iv) grant any request for information waiver or inquiry release under any standstill or any similar agreement with respect to any class of the equity securities of the Company, the Operating Partnership or Montgomery; provided, however, that such at any time prior to obtaining thx Xxxxxxx Shareholder Approval, in response to a bona fide written unsolicited Takeover Proposal received after the date hereof that the Company Board determines in good faith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) constitutes or would reasonably believes could lead be expected to or contemplates an Alternative Acquisition result in a Superior Proposal, and which notification shall include (i) Takeover Proposal was not, directly or indirectly, the result of a copy breach of this Section 6.4 or the applicable written Alternative Acquisition ProposalExclusivity Agreement, request or inquiry (orthe Company may, if oralthe Company Board determines in good faith (after consulting with outside counsel) that it is required to do so in order to comply with its duties under applicable Law, and subject to compliance with Section 6.4(c), (A) furnish information with respect to the material Company and its Subsidiaries to the Person making such Takeover Proposal (and its representatives) pursuant to a customary confidentiality agreement that contains terms and conditions not less restrictive of such Alternative Acquisition Proposal, request Person than the Confidentiality Agreements; provided that all such information has previously been provided to Acquiror or inquiry) (including in each case any subsequent material amendments is provided to Acquiror prior to or other material modifications thereto) concurrently with the time it is provided to such Person and (iiB) participate in discussions or negotiations with the identity of the third party Person making such Alternative Acquisition Takeover Proposal (and its representatives) regarding such Takeover Proposal, request or inquiry.

No Solicitation. Such During the term of this Agreement, each Shareholder shall not, and shall cause its Affiliates and its and their respective directors, officers and employees agrees not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, and shall not publicly announce any intention to, directly or indirectly indirectly, (a) solicit, initiate or knowingly facilitateencourage or facilitate any inquiry, knowingly induce proposal, or encourage offer which constitutes, or could reasonably be expected to lead to, an Alternative Transaction , (including by providing informationb) participate in any discussions or negotiations regarding, cooperation or assistancefurnish or receive to or from any Person (other than the Company, SPAC, any Acquisition Entity, the Company’s Affiliates and their respective representatives) any inquiries nonpublic information relating to the Company or its Subsidiaries, in connection with any Alternative Transaction, (c) approve or recommend, or make any public statement approving or recommending an Alternative Transaction, (d) enter into any letter of intent, merger agreement or similar agreement providing for an Alternative Transaction, (e) make, or in any manner participate in a “solicitation” (as such term is used in the making rules of the SEC) of proxies or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to voting of Shareholders Shares intending to facilitate any Alternative Transaction or cause any Shareholder of the Company not to vote to adopt the Merger Agreement and approve the Mergers, (f) become a member of a “group” (as such term is defined in Section 13(d) of the Exchange Act) with respect to any voting securities of the Company that takes any action in support of an Alternative Transaction or (g) otherwise resolve or agree to do any of the foregoing. Each Shareholder shall promptly (and in any event within 48 hours) notify the Company after receipt by such Shareholder of any proposal for an Alternative Transaction, any inquiry or offer proposal that constitutes or would reasonably be expected to lead to an Alternative Acquisition ProposalTransaction or any inquiry or request for nonpublic information relating to the Company or its Subsidiaries by any Person who has made or would reasonably be expected to make a proposal for an Alternative Transaction. Thereafter, such Shareholder shall keep the Company reasonably informed, on a prompt basis (b) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue or otherwise participate and in any discussions or negotiations event within 48 hours), regarding any Alternative Acquisition Proposal material changes in the status and material terms of any such proposal or (c) execute or enter into any letter of intentoffer. Each Shareholder agrees that, memorandum of understandingfollowing the date hereof, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether or not binding) with respect to an Alternative Acquisition Proposal. Such Shareholder shall, and shall cause each of its Affiliates it and its and their respective directors, officers and employees to, and representatives shall direct each of the Representatives of the Company and its Affiliates to, immediately cease and cause to be terminated any and all existing activities, solicitations, discussions or negotiations by such Shareholder or its representatives with any Person parties conducted prior to the date of this Agreementhereof with respect to any Alternative Transaction. Such Notwithstanding anything contained herein to the contrary, (x) no Shareholder shall as promptly as practicable be responsible for the actions of the Company or its board of directors (and in or any event within twenty-four (24) hours) notify Buyer committee thereof), any Subsidiary of any Alternative Acquisition Proposalthe Company, or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposalofficers, which notification shall include directors (i) a copy in their capacities as such), employees, professional advisors of any of the applicable written Alternative Acquisition Proposalforegoing (the “Company Related Parties”), request including with respect to any of the matters contemplated by this Section 4.3, (y) no Shareholder makes any representations or inquiry (orwarranties with respect to the action of any of the Company Related Parties, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (iiz) any breach by the identity Company of its obligations under the third party making Merger Agreement shall not be considered a breach of this Section 4.3 (for the avoidance of doubt, it being understood that each Shareholder shall remain responsible for any breach by it or its representatives (other than any such Alternative Acquisition Proposal, request or inquiryrepresentative that is a Company Related Party) of this Section 4.3.