Common use of No Solicitation Clause in Contracts

No Solicitation. (a) From and after the date hereof, Qwest and U S WEST shall not, nor shall they permit any of their respective Subsidiaries to, nor shall they authorize or permit any of their respective officers, directors or employees to, and shall use their commercially reasonable efforts to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them or any of their respective Subsidiaries not to, directly or indirectly through another person, (i) solicit, initiate or encourage (including by way of furnishing information), or knowingly take any other action designed to facilitate, any Alternative Transaction (as hereinafter defined), or (ii) participate in any discussions regarding any Alternative Transaction; provided, however, that if, at any time prior to the time the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtained, the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoing.

No Solicitation. (a) From and after During the date hereofterm of this Agreement, Qwest and U S WEST the Company shall not, nor and shall they permit any of their respective Subsidiaries to, nor shall they not authorize or permit any of their respective officers, directors or employees to, and shall use their commercially reasonable efforts to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them its Subsidiaries or any of their respective Subsidiaries not toits or its Subsidiaries' directors, officers, employees, agents or representatives, directly or indirectly through another personindirectly, (i) to solicit, initiate initiate, encourage or encourage facilitate, or furnish or disclose non-public information in furtherance of, any inquiries or the making of any proposal with respect to any recapitalization, merger, consolidation or other business combination involving the Company, or the acquisition of 10% or more of the outstanding capital stock of the Company (including by way other than upon exercise of furnishing informationCompany Options and Company Warrants which are outstanding as of the date hereof) or any Significant Subsidiary of the Company or, except as permitted under Section 5.1 of the Company Disclosure Letter, the acquisition of 15% or more of the assets of the Company and its Subsidiaries, taken as a whole, in a single transaction or a series of related transactions, or any combination of the foregoing (a "Company Competing Transaction"), or knowingly take negotiate or otherwise engage in discussions with any person (other than Parent, Merger Sub or their respective directors, officers, employees, agents or representatives) with respect to any Company Competing Transaction or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other action designed transactions contemplated by this Agreement, and will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to facilitate, any Alternative Transaction (as hereinafter defined), or (ii) participate in any discussions regarding any Alternative proposal for a Company Competing Transaction; provided, however, that ifprovided that, at any time prior to the time approval of the Qwest Stockholders' Approval Merger by the shareholders of the Company, the Company may furnish information to, and negotiate or otherwise engage in discussions with, any party (a "Company Third Party") who (x) delivers a bona fide written proposal for a Company Competing Transaction which was not solicited, initiated, encouraged or facilitated by the U S WEST Stockholders' Approval is obtainedCompany, directly or indirectly, after the date of this Agreement and (y) enters into an appropriate confidentiality agreement with the Company (which agreement shall be no less favorable to the Company than the Confidentiality Agreement, and a copy of which will be delivered to Parent promptly after the execution thereof), if, but only if, the Board of Directors of Qwest or U S WEST, as the case may be, Company determines in good faithfaith by a majority vote, (i) after consultation with and receipt of advice from its outside legal counsel, that failing to provide take such information or action would constitute a breach of the fiduciary duties of the Board of Directors of the Company under applicable Law, and (ii) after consultation with the Company's independent financial advisors, that such proposal could reasonably be expected to participate in such negotiations or discussions is reasonably likely lead to result in a Qwest Superior Proposal or a U S WEST Superior Proposal Transaction (as such terms are defined in Section 6.02 hereof5.8(d), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoing).

No Solicitation. (a) From and after the date hereofhereof until the Third Closing Date, Qwest the Company and U S WEST its Subsidiaries shall not, nor and shall they permit any of cause their respective Subsidiaries to, nor shall they authorize or permit any Affiliates and each of their respective officers, directors or employees todirectors, and shall use their commercially reasonable efforts to cause any employees, auditors, agents, representatives, consultants, advisors, investment bankerbankers, financial advisor, attorneyattorneys, accountants or and other representatives retained by them or any of their respective Subsidiaries agents (collectively, "REPRESENTATIVES") not to, directly or indirectly through another personindirectly, without the consent of Purchaser (i) solicitinitiate, initiate solicit or encourage entertain offers from, negotiate with or in any manner knowingly encourage, discuss, accept, or consider any proposal of any other person relating to (including w) the acquisition of capital stock of the Company or any of its Subsidiaries, securities convertible into or exchangeable for shares of capital stock of the Company or any of its Subsidiaries, (x) the acquisition of the Company's or any of its Subsidiaries' assets or business, in whole or in part, whether directly or indirectly, through purchase, merger, consolidation, business combination, recapitalization, liquidation, dissolution or otherwise, (y) the incurrence of indebtedness for borrowed money by way the Company or any of furnishing informationits Subsidiaries, or (z) any other transaction the consummation of which could reasonably be expected to impede, interfere with, prevent, delay or dilute the benefits to the Purchaser of the transactions contemplated hereby, including, without limitation, by taking any action that would make Section 203 of the DGCL or the Rights Agreement inapplicable to an Alternative Transaction (other than the transactions contemplated by this Agreement, sales of inventory in the ordinary course and shares issued upon the exercise of existing stock options) (any of the foregoing being an "ALTERNATIVE TRANSACTION"), (ii) initiate, participate or knowingly engage in, or agree to initiate, participate or engage in, negotiations or discussions concerning, or provide to any person or entity any information or data relating to the Company or any Subsidiary, or otherwise cooperate with or assist or participate in facilitating or encouraging, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to an Alternative Transaction, (iii) in connection with any Alternative Transaction, require the Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement or the other Documents, (iv) grant any waiver or release under or amend any standstill, confidentiality or similar agreement entered into by the Company or any of its Affiliates or representatives; (v) agree to, approve or recommend any Alternative Transaction, or (vi) take any other action designed inconsistent with the obligations and commitments of the Company pursuant to facilitate, any Alternative Transaction (as hereinafter defined), or (ii) participate in any discussions regarding any Alternative Transactionthis Section 5.11; provided, however, that nothing contained herein shall limit the ability of the Company to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act; and provided further that if, at any time prior in respect of an offer, proposal or inquiry relating to a possible Alternative Transaction from a third party or entity made after the time the Qwest Stockholders' Approval date hereof which has not been solicited or the U S WEST Stockholders' Approval is obtainedencouraged in violation of clause (i) or (ii) above, the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoing.Company

No Solicitation. Until the earlier of (i) the Closing Date and (ii) the date of termination of this Agreement pursuant to the provisions of Section 7.1 (the "Expiry Date"), Seller shall not, and shall cause its directors, officers, agents, Employees, affiliates, attorneys, accountants, financial advisers or other representatives (collectively, "Representatives") not to, directly or indirectly: (i) solicit, encourage, initiate, entertain, review or participate in any negotiations or discussions with respect to any offer, indication of interest or proposal, whether oral, written, or otherwise, formal or informal, to, directly or indirectly, (a) From acquire all or any material part of the Assets, whether by purchase of assets, exclusive license, joint venture formation, purchase of stock, acquisition or other business combination, or otherwise or (b) evaluate, represent Seller in, commence preparations for or underwrite or participate in underwriting an initial public offering or the issuance of equity securities, securities convertible into or exchangeable for equity securities (including, but not limited to, options, warrants and after the date hereof, Qwest and U S WEST shall not, nor shall they permit other derivative securities) of Seller or its affiliates (any of their respective Subsidiaries the items listed in (i)(a) or (i)(b) being termed a "Competing Proposed Acquisition"), (ii) disclose any information to any person that is not customarily disclosed in the ordinary course of business of Seller, consistent with past practices, and which Seller or its Representative believes or should reasonably know would be used for the purposes of formulating any offer, indication of interest or proposal for a Competing Proposed Acquisition, (iii) assist, cooperate with, facilitate or encourage any person to make any offer, indication of interest or proposal for a Competing Proposed Acquisition (directly or indirectly), (iv) agree to, nor shall they enter into a contract, arrangement or understanding regarding, approve, recommend or endorse any Competing Proposed Acquisition, or (v) authorize or permit any of their respective officersSeller's Representatives to take any such action. Through the Expiry Date, directors or employees toSeller shall notify Buyer as soon as reasonably practicable, and shall use their commercially reasonable efforts to cause in any investment bankerevent within twenty-four hours of receipt, financial advisorif any offer, attorneyindication of interest or proposal (formal or informal, accountants oral, written or other representatives retained by them otherwise), or any inquiry or contact with any person with respect thereto, regarding a Competing Proposed Acquisition is made or remains outstanding on the date hereof; such notice shall include the identity of their respective Subsidiaries the party or parties making such Competing Proposed Acquisition and the terms thereof and Seller shall keep Buyer apprised, on a current basis, of the status of any such Competing Proposed Acquisition and of any modifications to the terms thereof. Notwithstanding the foregoing, Seller shall not tobe deemed to have breached this Agreement if it has merely read correspondence in order to identify such correspondence as an offer, directly indication of interest or indirectly through another personproposal for a Competing Proposed Acquisition; provided that its review or evaluation is terminated immediately after the identification of such correspondence as an offer, indication of interest or proposal for a Competing Proposed Acquisition. Seller immediately shall cease and cause to be terminated (and not resumed prior to the Expiry Date) all existing discussions or negotiations with any parties (other than Buyer and Buyer Parent) conducted heretofore which could reasonably be expected to lead to any Competing Proposed Acquisition. Through the Expiry Date, without Buyer's written consent obtained in advance, Seller will not engage in any transaction, or in discussions or negotiations with investment bankers or third parties with respect to a potential transaction involving (i) solicitthe transfer or licensing of any of the Assets (including, initiate or encourage (including by way of furnishing information), or knowingly take any other action designed to facilitatebut not limited to, any Alternative Transaction intellectual property) to a third party (as hereinafter definedother than Product licenses in the ordinary course of business of Seller consistent with past practice), or (ii) participate in any discussions regarding any Alternative Transaction; providedthe issuance or exchange of equity securities, howeversecurities convertible into or exchangeable for equity securities (including, that ifbut not limited to, at any time prior to the time the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtainedoptions, the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it warrants and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendmentsderivative securities) of such request Seller or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoingits affiliates.

No Solicitation. (a) From and after the date hereof, Qwest and U S WEST shall It will not, nor shall they and will not directly or indirectly authorize or permit any of their respective Subsidiaries toits affiliates, nor shall they authorize representatives or permit agents or any of their respective officers, directors or employees to, and shall use their commercially reasonable efforts to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them or any of their respective Subsidiaries not to, directly or indirectly through another person, : (i) solicit, initiate or initiate, encourage (including by way of furnishing information), ) or knowingly take any other action designed to facilitate, any Alternative inquiry or the making of any proposal which constitutes, or may reasonably be expected to lead to, any direct or indirect acquisition or purchase of 15% or more of the assets (by value) or GSE Common Stock, any tender offer or exchange offer that if consummated would result in any person or entity beneficially owning 15% or more of the GSE Common Stock, or any merger, consolidation, business combination, sale of substantially all assets, sale of securities, recapitalization, liquidation, dissolution or similar transaction involving GSE (other than the transactions contemplated by this Agreement) or any other material corporate transaction the consummation of which would or could reasonably be expected to impede, interfere with, prevent or materially delay the merger contemplated by this Agreement (collectively, "GSE Transaction (as hereinafter defined), Proposals") or agree to or endorse any GSE Transaction Proposal or (ii) propose, enter into or participate in any discussions or negotiations regarding any Alternative Transaction; of the foregoing, or furnish to another person or entity any information with respect to its business, properties or assets or any of the foregoing, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, an effort or attempt by any other person or entity to do or seek to do any of the foregoing, provided, however, that ifthe foregoing clauses (i) and (ii) shall not prohibit GSE from (a) furnishing information pursuant to an appropriate confidentiality and standstill letter no more favorable to such person or entity than the confidentiality agreement with Parent concerning GSE and its businesses, at any time prior properties or assets to the time the Qwest Stockholders' Approval such person or the U S WEST Stockholders' Approval is obtained, the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in entity who has made a Qwest Superior Proposal or a U S WEST Superior GSE Transaction Proposal (as defined below) or (b) engaging in discussions or negotiations with such terms are defined a third party who has made a Superior GSE Transaction Proposal but in Section 6.02 hereof), as each case referred to in the case may be, foregoing clauses (a) and (b) only after the board of directors of GSE concludes in good faith following advice of its outside counsel that was not initially solicited by it and that did not otherwise result from such action would be required for the board of directors of GSE to comply with its fiduciary obligations to stockholders under applicable law. If the board of directors of GSE receives a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior GSE Transaction Proposal, as then GSE shall immediately inform Parent of the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person or entity making such request or proposal. Each of Qwest it and U S WEST will shall keep the other Party reasonably Parent fully informed of the status and details of any such GSE Transaction Proposal and of all steps it is taking in response to such GSE Transaction Proposal; provided that nothing contained in this Subparagraph 4.2.11.1 shall prohibit GSE or its board of directors from making any disclosure to GSE's stockholders which, in the good faith judgment of GSE's board of directors, may be required under applicable law. For purposes of this Agreement, the term "Superior GSE Transaction Proposal" shall mean a bonafide GSE Transaction Proposal made by any person or entity (including amendments other than Parent and Merger Sub) to acquire, directly or proposed amendmentsindirectly, for consideration consisting of cash and/or securities, more that 50% of the voting power of the GSE Common Stock then outstanding or all or substantially all of the assets of GSE and otherwise on terms that the board of directors of GSE determines in good faith after consultation with (and based in part on the advice of) its independent financial advisors to be more favorable, from a financial point of such request or proposal on a current basis. Each of Qwest view, to GSE's stockholders than the merger contemplated by this Agreement and U S WEST shall immediately cease and terminate any existing solicitationfor which financing, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoing.extent required, is fully committed;

No Solicitation. (ai) From and after the date hereof, Qwest and U S WEST The Company shall not, nor and shall they not permit any of their respective Subsidiaries toits, nor shall they authorize or permit any of their its Subsidiaries', respective officers, directors or employees todirectors, and shall use their commercially reasonable efforts to cause any employees, affiliates, agents, investment bankerbankers, financial advisorattorneys, attorney, accountants other advisors or other representatives retained by them or any of their respective Subsidiaries not to, directly or indirectly through another personindirectly, (iA) take any action to solicit, initiate or encourage (including by way of furnishing or disclosing non-public information)) any inquiries or the making of any offer or proposal by any Person or group concerning any tender or exchange offer, proposal for a merger, share exchange, recapitalization, consolidation or other business combination involving the Company or any of its Subsidiaries or divisions of any of the foregoing, or knowingly take any proposal or offer to acquire in any manner, directly or indirectly, an equity interest in, or a portion of the assets of, the Company or any of its Subsidiaries, other action designed than pursuant to facilitatethe transactions contemplated by this Agreement (each such offer or proposal, any Alternative Transaction (as hereinafter definedan "Acquisition Proposal"), or (iiB) participate in any discussions regarding or negotiations with or encourage any Alternative Transactioneffort or attempt by any Person (other than the Buyer and its representatives) or take any other action to facilitate an Acquisition Proposal, or (C) enter into any Contract or understanding with respect to any Acquisition Proposal or which would require it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated hereby by the shareholders of the Company; provided, however, that if, at any time prior to receipt of the time approval of this Agreement and the Qwest Stockholders' Approval or transactions contemplated hereby by the U S WEST Stockholders' Approval is obtainedshareholders of the Company, the Board Company may, to the extent required by the fiduciary obligations of Directors the Company's board of Qwest or U S WESTdirectors, as the case may be, determines determined in good faithfaith by it based on the advice of outside counsel, that in response to provide any such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Acquisition Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it the Company and that did not otherwise result from a breach or a deemed breach of this Section 5.036.1(c), U S WEST or Qwest, as applicable, may, and subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Partiescompliance with Section 6.1(c)(iii), (x) furnish information with respect to Qwest or U S WESTthe Company to the Person making such proposal pursuant to a confidentiality agreement not less restrictive of the other party than the confidentiality agreement between the Buyer and the Company dated April 8, as the case may be, 2005 and (y) engage participate in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify Without limiting the other Party orally and in writing of foregoing, it is agreed that any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity violation of the person making such request or proposal. Each of Qwest and U S WEST will keep restrictions set forth in the other Party reasonably informed preceding sentence by any executive officer of the status (including amendments Company or proposed amendmentsany of its Subsidiaries or any affiliate, director or investment banker, attorney or other advisor or representative of the Company or any of its Subsidiaries, whether or not such person is purporting to act on behalf of the Company or any of its Subsidiaries or otherwise, shall be deemed to be a breach of this Section 6.2(c) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoingCompany.

No Solicitation. (a) From Each of Republic and after the date hereof, Qwest and U S WEST Allied agrees that it shall not, nor and it shall they permit any of their respective cause its Subsidiaries not to, nor and that it shall they authorize or permit any of their direct and cause its and its Subsidiaries’ respective officers, directors or employees toand employees, agents and shall use their commercially reasonable efforts to cause representatives (including any investment banker, financial advisor, attorney, accountants accountant or other representatives advisor retained by them it or any of their respective Subsidiaries its Subsidiaries) (collectively, “Representatives”) not to, directly or indirectly through another personindirectly, initiate, solicit or otherwise knowingly encourage or facilitate any inquiries or the making by any third Person or group (as defined in the Exchange Act) of third Persons (other than the other party hereto and/or its Subsidiaries and their respective Representatives) (a “Third Party”) of any proposal or offer with respect to a purchase, merger, reorganization, share exchange, consolidation, amalgamation, arrangement, business combination, liquidation, dissolution, recapitalization or similar transaction involving 20% or more of its consolidated total revenues or assets (including by means of a transaction with respect to securities of such party or its Subsidiaries) or 20% or more of its outstanding shares of common stock (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”, it being understood that none of the transactions contemplated by this Agreement or set forth in Section 6.01(a) of the Allied Disclosure Schedule or Section 6.01(b) of the Republic Disclosure Schedule, as applicable, shall be deemed to constitute an Acquisition Proposal). Each of Republic and Allied further agrees that it shall not, and it shall cause each of its Subsidiaries not to, and it shall direct and cause its and its Subsidiaries’ Representatives not to, directly or indirectly, except as permitted by Section 6.02(b), (i) solicit, initiate engage in any negotiations or encourage (including by way of furnishing information)discussions with, or knowingly take provide any other action designed to facilitateinformation or data to, any Alternative Transaction Third Party relating to an Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an Acquisition Proposal, (as hereinafter defined)ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal, or (iiiii) participate in any discussions regarding any Alternative Transaction; providedexecute or enter into, however, that if, at any time prior or publicly propose to the time the Qwest Stockholders' Approval accept or the U S WEST Stockholders' Approval is obtained, the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality enter into an agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest an Acquisition Proposal, including a letter of intent, agreement in principle, option agreement, merger agreement, acquisition agreement or U S WEST, as the case may be, and other agreement (ywhether binding or not) engage in discussion and negotiations regarding such proposal. Each furtherance of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoingAcquisition Proposal.

No Solicitation. (a) From and after the date hereofof this Agreement until the earlier of the Closing or the termination of this Agreement, Qwest the Company shall, and U S WEST it shall not, nor shall they permit any of their respective cause its Subsidiaries to, nor shall they authorize or permit immediately cease and cause to be terminated all existing discussions, negotiations and communications, if any, with any of their respective officers, directors or employees to, Persons with respect to any Acquisition Proposal and shall use their commercially its reasonable best efforts to cause any such Person (and its agents and advisors) in possession of confidential information about the Company or any of its Subsidiaries that was furnished by or on behalf of the Company or any of its Subsidiaries to return or destroy all such information. The Company agrees that neither it nor any of its Subsidiaries shall, and that it shall direct the Company’s and its Subsidiaries’ respective officers, directors, employees, agents and representatives, including any investment banker, financial advisorconsultant, attorney, accountants attorney or other representatives accountant retained by them the Company or any of their respective its Subsidiaries (collectively, “Representatives”) not to, directly or indirectly through another personindirectly, (i) solicitinitiate, initiate solicit or knowingly encourage (including by way of furnishing informationinformation or assistance), or knowingly induce, or knowingly take any other action designed to facilitatefacilitate the making of, any Alternative Transaction (as hereinafter defined)inquiry, offer or proposal which constitutes or could reasonably be expected to lead to any Acquisition Proposal, (ii) enter into, continue or otherwise participate in any discussions regarding or negotiations with, furnish any Alternative Transaction; provided, however, that if, at any time prior non-public information relating to the time the Qwest Stockholders' Approval Company or the U S WEST Stockholders' Approval any of its Subsidiaries to, or otherwise cooperate in any way with any Person (other than Parent or any of its affiliates or representatives) that is obtainedseeking to make, or has made, an Acquisition Proposal, (iii) fail to make, or withdraw or modify in any manner adverse to Parent, the Company Board Recommendation, or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, any Acquisition Proposal (any of Directors the foregoing in this clause (iii), an “Adverse Recommendation Change”), (iv) grant (other than to Parent or any of Qwest its affiliates or U S WESTrepresentatives) any waiver or release under any standstill or similar agreement, as or (v) enter into any letter of intent or similar document or any agreement contemplating or otherwise relating to, or that is intended to or could reasonably be expected to lead to, any Acquisition Proposal. The Company shall promptly (and in any event within twenty-four hours) notify Parent if any proposals are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with, the case may beCompany, determines any of its Subsidiaries or any Representative, in good faitheach case, that in connection with or which could reasonably be expected to provide result in an Acquisition Proposal, which notice shall identify the name of the Person making such information proposal or to participate in request or seeking such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach include copies of this Section 5.03, U S WEST or Qwest, as applicable, may, subject all correspondence and written materials provided to the Party receiving the Qwest Superior Proposal or U S WEST Superior ProposalCompany, as the case may be, giving the other Party written notice any of its intention to do so, after obtaining a confidentiality agreement substantially similar to Subsidiaries or any Representative that describe the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of any proposal or request (and any subsequent changes to such request or proposal terms and the identity conditions) and summaries of the person making any material oral communications addressing such request or proposalmatters. Each of Qwest and U S WEST will The Company shall promptly keep the other Party reasonably Parent fully informed in all material respects of the status and details of any Acquisition Proposal (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to changes in the foregoingmaterial terms thereof).

No Solicitation. (a) From and after the date hereof, Qwest and U S WEST Alleghany shall not, nor and shall they permit cause the Alleghany Subsidiaries and each officer or director of Alleghany or any of their respective Subsidiaries to, nor shall they authorize or permit any of their respective officers, directors or employees Alleghany Subsidiary not to, and shall use their commercially its reasonable best efforts to cause each controlled Affiliate and any investment bankeremployee, agent, consultant or representative (including any financial advisor, attorney, accountants or legal advisor or other representatives retained by them representative) of Alleghany, any of the Alleghany Subsidiaries or any such controlled Affiliate not to, and on becoming aware of their respective Subsidiaries not it, shall use its best efforts to stop any such Person from continuing to, directly or indirectly through another personindirectly, (i) solicit, initiate or knowingly encourage or facilitate (including by way of furnishing information), ) or knowingly take any other action designed to facilitatefacilitate any inquiries or proposals regarding, or that would reasonably be expected to lead to, any Alternative merger, share exchange, amalgamation, consolidation, sale of assets, sale of shares of capital stock (including by way of a tender offer or exchange offer) or similar transactions involving Alleghany or any of the Alleghany Subsidiaries that, if consummated, would constitute a Competing Transaction (any of the foregoing inquiries or proposals being referred to herein as hereinafter definedan “Alleghany Acquisition Proposal”), or (ii) solicit, initiate, knowingly encourage or participate in any discussions regarding or negotiations regarding, or furnish to any Alternative Transaction; providedPerson any information in connection with, howeveror otherwise cooperate in any way with, or knowingly facilitate in any way any effort by, any Person in connection with, any Alleghany Acquisition Proposal or enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement regarding, or that if, at any time prior to the time the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtained, the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely intended to result in a Qwest Superior Proposal in, or a U S WEST Superior would reasonably be expected to lead to, any Alleghany Acquisition Proposal (as such terms are defined in Section 6.02 hereofan “Alleghany Acquisition Agreement”), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoing.

No Solicitation. (a) From and after Anadarko agrees that, during the date hereofterm of this Agreement, Qwest and U S WEST it shall not, nor and shall they permit any of their respective Subsidiaries to, nor shall they not authorize or permit any of their respective officers, directors or employees to, and shall use their commercially reasonable efforts to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them its subsidiaries or any of their respective Subsidiaries not toits or its subsidiaries' directors, officers, employees, agents or representatives, directly or indirectly through another personindirectly, (i) to solicit, initiate initiate, encourage or encourage facilitate, or furnish or disclose non-public information in furtherance of, any inquiries or the making of any proposal with respect to any recapitalization, merger, consolidation or other business combination involving Anadarko, or any acquisition of 15% or more of the capital stock (including by way other than upon exercise of furnishing informationAnadarko Options that are outstanding as of the date hereof) or 30% or more of the assets of Anadarko and its subsidiaries, taken as a whole, in a single transaction or a series of related transactions, or any combination of the foregoing (an "ANADARKO COMPETING TRANSACTION"), or knowingly take negotiate, explore or otherwise engage in discussions with any person (other than UPR, Subcorp or their respective directors, officers, employees, agents and representatives) with respect to any Anadarko Competing Transaction or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other action designed to facilitate, any Alternative Transaction (as hereinafter defined), or (ii) participate in any discussions regarding any Alternative Transactiontransactions contemplated by this Agreement; provided, however, that ifPROVIDED that, at any time prior to the time approval of the Qwest Share Issuance by the Anadarko Stockholders' Approval , Anadarko may furnish information to, and engage in discussions with, any party who delivers a written proposal for an Anadarko Competing Transaction which was not solicited or encouraged after the U S WEST date of this Agreement in violation of this Agreement if and so long as the Board of Directors of Anadarko determines in good faith by resolution duly adopted after consultation with its outside counsel (who may be its regularly engaged outside counsel) that the failure to take such action would reasonably be expected to constitute a breach of its fiduciary duties under Applicable Law and determines that such a proposal is, after consulting with the Anadarko Financial Advisor, more favorable to Anadarko Stockholders from a financial point of view than the transactions contemplated by this Agreement (including any adjustment to the terms and conditions proposed by UPR in response to such Anadarko Competing Transaction) (an "ANADARKO SUPERIOR PROPOSAL"); PROVIDED, FURTHER, that prior to furnishing information to, or engaging in discussions with, any party pursuant to the foregoing proviso, Anadarko shall have received an executed agreement from such party in the same form as the Confidentiality Agreement (other than Section 8 thereof which shall be waived for UPR under the Confidentiality Agreement upon the execution of such agreement). Anadarko will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any proposal for an Anadarko Competing Transaction and request the return of all confidential information regarding Anadarko provided to any such parties prior to the date hereof pursuant to the terms of any confidentiality agreements or otherwise. In the event that prior to the approval of the Share Issuance by the Anadarko Stockholders' Approval is obtained, the Board of Directors of Qwest Anadarko receives an Anadarko Superior Proposal that was not solicited or U S WESTencouraged after the date of this Agreement in violation of this Agreement, as and the case may be, Board of Directors of Anadarko determines in good faith, faith by resolution duly adopted after consultation with its outside counsel (who may be its regularly engaged outside counsel) that the failure to provide take such information or action would reasonably be expected to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from constitute a breach of this Section 5.03its fiduciary duties under Applicable Law, U S WEST or Qwest, as applicable, may, the Board of Directors of Anadarko may (subject to this and the Party receiving following sentences) withdraw, modify or change, in a manner adverse to UPR, the Qwest Superior Proposal or U S WEST Superior ProposalAnadarko Board Recommendation and/or comply with Rule 14e-2 promulgated under the Exchange Act with respect to an Anadarko Competing Transaction, as the case may be, giving the other Party PROVIDED that it gives UPR three business days' prior written notice of its intention to do soso (PROVIDED that the foregoing shall in no way limit or otherwise affect UPR's right to terminate this Agreement pursuant to Section 7.4(b)). Any such withdrawal, after obtaining a confidentiality agreement substantially similar modification or change of the Anadarko Board Recommendation shall not change the approval of the Board of Directors of Anadarko for purposes of causing any state takeover statute or other state law to be inapplicable to the Confidentiality transactions contemplated hereby, including the Merger or the Anadarko Stock Option Agreement dated July 8or change the obligation of Anadarko to present the Share Issuance for approval at a duly called Anadarko Stockholders Meeting on the earliest practicable date determined in consultation with UPR. From and after the execution of this Agreement, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST Anadarko shall promptly notify the other Party orally and (but in any event within one calendar day) advise UPR in writing of any request for information the receipt, directly or indirectly, of any proposal in connection with inquiries, discussions, negotiations, or proposals relating to an Alternative Transaction, Anadarko Competing Transaction (including the material specific terms and conditions of such request or proposal thereof and the identity of the person making other party or parties involved) and promptly furnish to UPR a copy of any such request written proposal in addition to any information provided to or proposalby any third party relating thereto. Each In addition, Anadarko shall promptly (but in any event within one calendar day) advise UPR, in writing, if the Board of Qwest and U S WEST will keep Directors of Anadarko shall make any determination as to any Anadarko Competing Transaction as contemplated by the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect proviso to the foregoingfirst sentence of this Section 5.2(d).

No Solicitation. (a) From The Company has ceased, and after the date hereof, Qwest and U S WEST shall not, nor shall they permit any of their respective Subsidiaries to, nor shall they authorize or permit any of their respective has instructed its officers, directors or employees todirectors, and shall use their commercially reasonable efforts to cause any employees, investment bankerbankers, financial advisor, attorneyattorneys, accountants or other advisors, agents or representatives retained by them that have been involved in the negotiation of the transactions contemplated hereby or any proposal received since January 1, 2014 that would have constituted an Acquisition Proposal if received following the date hereof (collectively, “Representatives”) to cease, and caused to be terminated all existing discussions, negotiations and communications with any persons or entities with respect to any offer or proposal or potential offer or proposal relating to any transaction or proposed transaction or series of their respective Subsidiaries related transactions, other than the transactions contemplated hereby, involving any Acquisition Proposal. Except as provided in Section 5.2(b) or 5.2(c) below, from the date of this Agreement until the earlier of termination of this Agreement or the Effective Time, the Company shall not toand shall not authorize its Representatives (and shall use its reasonable best efforts not to permit its Representatives), to directly or indirectly through another person, (i) solicitinitiate, initiate solicit or knowingly encourage (including by way of furnishing informationany non-public information relating to the Company or any of its subsidiaries), or knowingly induce or knowingly take any other action designed which is intended to facilitatelead to the making, submission or announcement of any Alternative Transaction (as hereinafter defined)Acquisition Proposal, or (ii) participate enter into any agreement with respect to any Acquisition Proposal, (iii) engage in negotiations or discussions with, or provide any discussions regarding information or data to, any Alternative Transactionperson (other than Parent or any of its affiliates or representatives) relating to any Acquisition Proposal, (iv) approve, endorse or recommend an Acquisition Proposal or any letter of intent, memorandum of understanding or other Contract contemplating an Acquisition Proposal or (v) resolve to do any of the foregoing. The Company shall, within 24 hours of the date hereof, terminate access by any third party to any data room (virtual or actual) containing any of the Company’s confidential information. Within two (2) business days from the date hereof, the Company shall request the return or destruction of all confidential, non-public information provided to third parties prior to the date hereof that have, since January 1, 2014, entered into confidentiality agreements relating to a possible Acquisition Proposal with the Company or any of its subsidiaries. Notwithstanding the foregoing, nothing contained in this Section 5.2(a) or in Section 6.4 or any other provision hereof shall prohibit the Company or the Company Board of Directors from (A) taking and disclosing to the Company’s stockholders its position with respect to any tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act or from issuing a “stop, look and listen” statement pending disclosure of its position thereunder or (B) making any disclosure to its stockholders if the Company Board of Directors determines in good faith that the failure to make such disclosure would be inconsistent with the Company Board of Directors’ fiduciary duties to the Company’s stockholders under applicable Law; provided, however, that if(1) in no event shall this Section 5.2(a) affect the obligations specified in Section 5.2(b) or 5.2(c) and (2) any such disclosure (other than issuance by the Company of a “stop, at any time prior look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) that addresses or relates to the time approval, recommendation or declaration of advisability by the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtained, the Company Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest this Agreement or U S WEST, as an Acquisition Proposal shall be deemed to be an Adverse Recommendation Change unless the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each Company Board of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal Directors in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives communication publicly states that its recommendation with respect to this Agreement has not changed or refers to the foregoingprior recommendation of the Company Board of Directors, without disclosing any Adverse Recommendation Change.

No Solicitation. (a) From and after the date hereof, Qwest and U S WEST The Company shall not, nor and the Company shall they permit any of their respective Subsidiaries instruct its Representatives not to, nor (i) directly or indirectly solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing information) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to a Company Takeover Proposal or (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person regarding, furnish to any Person any information or afford access to the business, properties, assets, books or records of the Company to, or take any other action to assist or knowingly facilitate or knowingly encourage any effort by any Person, in each case, in connection with or in response to any inquiry, offer or proposal that constitutes, or could reasonably be expected to lead to, any Company Takeover Proposal (other than, solely in response to an inquiry that did not result from a material breach of this Section 6.02(a), to refer the inquiring person to this Section 6.02 and to limit its communication exclusively to such referral or to clarify the terms thereof in writing). The Company shall, and shall they authorize or permit any of their respective officers, cause its directors or employees and officers to, and shall use their commercially its reasonable best efforts to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them or any of their respective Subsidiaries not its Representatives to, directly or indirectly through another person, immediately (i) solicitcease all solicitations, initiate discussions and negotiations regarding any inquiry, proposal or encourage (including by way of furnishing information)offer pending on the Agreement Date that constitutes, or knowingly take any other action designed could reasonably be expected to facilitatelead to, any Alternative Transaction (as hereinafter defined)a Company Takeover Proposal, or (ii) participate request the prompt return or destruction of all confidential information previously furnished to any Person within the last six months for the purposes of evaluating a possible Company Takeover Proposal and (iii) terminate access to any physical or electronic data rooms relating to a possible Company Takeover Proposal. Notwithstanding anything to the contrary contained in the foregoing or any discussions regarding any Alternative Transaction; provided, however, that ifother provision of this Agreement, at any time prior during the Pre-Closing Period, in response to a Company Takeover Proposal made after the time Agreement Date that did not result from a material breach of this Section 6.02(a), in the Qwest Stockholders' Approval event that the Company Board (acting upon the recommendation of the Special Committee) or the U S WEST Stockholders' Approval is obtainedSpecial Committee determines, the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, after consultation with outside counsel and an independent financial advisor, that such Company Takeover Proposal constitutes or could reasonably be expected to provide such information or lead to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Company Proposal (as such terms are defined in Section 6.02 hereofa “Qualifying Company Takeover Proposal”), as the case Company may be, that was not initially solicited by it and that did not otherwise result from a breach (A) enter into an Acceptable Confidentiality Agreement with any Person or group of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Persons making such Qualifying Company Takeover Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (xB) furnish information with respect to Qwest the Company to the Person or U S WEST, group of Persons making such Qualifying Company Takeover Proposal and its or their Representatives pursuant to an Acceptable Confidentiality Agreement so long as the case may beCompany concurrently or promptly thereafter provides Parent, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify accordance with the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate Confidentiality Agreement, any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives material non-public information with respect to the foregoing.Company furnished to such other Person or group of Persons that was not previously furnished to Parent and (C) participate in discussions or negotiations with such Person or group of Persons and its or their Representatives regarding such Qualifying Company Takeover Proposal (including soliciting the making of a revised Qualifying Company Takeover Proposal); provided that the Company may only take the actions described in clauses (A), (B) or (C) above if the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee determines, in good faith, after consultation with outside counsel, that the failure to take any such action would be inconsistent with its fiduciary duties under applicable Law. Wherever the term “

No Solicitation. (a) From and after the date hereof, Qwest and U S WEST shall United will not, nor shall they permit and will cause the United Subsidiaries and each officer or director of United or any of their respective Subsidiaries to, nor shall they authorize or permit any of their respective officers, directors or employees United Subsidiary not to, and shall will use their commercially its reasonable best efforts to cause each controlled Affiliate and any investment bankeremployee, agent, consultant or representative (including any financial advisor, attorney, accountants or legal advisor or other representatives retained by them representative) of United, any of the United Subsidiaries or any such controlled Affiliate not to, and on becoming aware of their respective Subsidiaries not it will use its best efforts to stop any such Person from continuing to, directly or indirectly through another personindirectly, (i) solicit, initiate or knowingly encourage or facilitate (including by way of furnishing information), ) or knowingly take any other action designed to facilitatefacilitate any inquiries or proposals regarding, or that would reasonably be expected to lead to, any Alternative merger, share exchange, consolidation, sale of assets, sale of shares of capital stock (including by way of a tender offer or exchange offer) or similar transactions involving United or any of the United Subsidiaries that, if consummated, would constitute a Competing Transaction (any of the foregoing inquiries or proposals being referred to herein as hereinafter defineda “United Acquisition Proposal”), or (ii) solicit, initiate, knowingly encourage or participate in any discussions regarding or negotiations regarding, or furnish to any Alternative Transaction; providedPerson any information in connection with, howeveror otherwise cooperate in any way with, or knowingly facilitate in any way any effort by, any Person in connection with, any United Acquisition Proposal, or (iii) enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement regarding, or that if, at any time prior to the time the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtained, the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely intended to result in a Qwest Superior Proposal in, or a U S WEST Superior would reasonably be expected to lead to, any United Acquisition Proposal (as such terms are defined in Section 6.02 hereofa “United Acquisition Agreement”), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoing.

No Solicitation. (a) From and after the date hereofof this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 7.1, Qwest TEAM and U S WEST shall Vsource and their subsidiaries will not, nor shall they permit any of their respective Subsidiaries to, nor shall will they authorize or permit any of their respective officers, directors directors, affiliates or employees to, and shall use their commercially reasonable efforts to cause or any investment bankerbank, financial advisor, attorney, accountants attorney or other representatives advisor or representative (collectively “Representatives”) retained by them or any of their respective Subsidiaries not them to, directly or indirectly through another personindirectly, (i) solicit, initiate initiate, seek, entertain, encourage, facilitate, support or encourage induce the making, submission or announcement of any proposals that constitute, or could reasonably be expected to result in, a proposal or offer for a merger, consolidation, share exchange, business combination, sale of substantial assets, sale of shares of capital stock (including without limitation pursuant to a tender offer) or similar transaction or series of transactions involving TEAM or Vsource, respectively, other than the transactions contemplated by way this Agreement (any of furnishing informationthe foregoing proposals being referred to in this Agreement as an “Acquisition Proposal”), or knowingly take any other action designed to facilitate, any Alternative Transaction (as hereinafter defined), or (ii) participate in any discussions regarding or negotiations regarding, or furnish to any Alternative Transactionperson any non public information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, (iii) engage in discussions with any person with respect to any Acquisition Proposal, except as to the existence of these provisions, (iv) approve, endorse or recommend any Acquisition Proposal, or (v) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal; provided, however, that if, at any time prior to the time the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtained, the Board of Directors of Qwest or U S WEST, as the case may be, determines nothing in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoing.prevent TEAM or

No Solicitation. (a) From and after Neither the date hereof, Qwest and U S WEST shall notCompany nor any of the Company Subsidiar ies shall, nor shall they permit it or any of their respective Company Subsidiaries to, nor shall they authorize or permit any of their respective directors, officers, directors or employees toemployees, and shall use their commercially reasonable efforts to cause any investment bankerbankers, financial advisor, attorney, accountants attorneys or other representatives retained by them agents or any of their respective Subsidiaries not torepresentatives, directly or indirectly through another personto, (i) solicit, initiate or initiate, encourage (including by way of furnishing information), information or knowingly assistance) or take any other action designed to facilitate, any Alternative Transaction inquiry or the making of any proposal which constitutes, or may reasonably be expected to lead to, any acquisition or purchase of a substantial amount of assets of, or any equity interest in, the Company or any of its Subsidiaries or any tender offer (as hereinafter defined)including a self tender offer) or exchange offer, merger, consolidation, business combination, sale of substantially all assets, sale of securities, recap italization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries (other than the transactions contemplated by this Agreement) or any other material corporate transaction the consummation of which would or could reasonably be expected to impede, interfere with, prevent or materially delay the Merger (collectively, "TRANSACTION PROPOSALS") or agree to or endorse any Transac tion Proposal or (ii) propose, enter into or participate in any discussions or negotiations regarding any Alternative Transactionof the foregoing, or furnish to any other Person any information with respect to its business, properties or assets or any of the foregoing, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the forego ing; provided, however, that ifthe foregoing clauses (i) and (ii) shall not prohibit the Company from, at any time prior to the time Company Stockholders Meeting (A) furnishing information pursuant to an appropriate confidentiality letter concerning the Qwest Stockholders' Approval Company and its businesses, properties or assets to a third party which has made an unsolicited Qualified Transaction Proposal (as defined below), (B) engaging in discussions or negotiations with such a third party which has made an unsolicited Qualified Transac tion Proposal or (C) following receipt of an unsolicited Qualified Transaction Proposal, taking and disclosing to its shareholders a position with respect to such Qualified Transaction Proposal, but in each case referred to in the U S WEST Stockholders' Approval is obtained, foregoing clauses (A) through (C) only after the Board of Directors of Qwest or U S WEST, as the case may be, determines Company concludes in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in following receipt of a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject written opinion addressed to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoing.Company from outside

No Solicitation. (a) From The Company shall, and after the date hereof, Qwest shall direct its subsidiaries and U S WEST shall not, nor shall they permit any of their respective Subsidiaries to, nor shall they authorize or permit any of other affiliates and their respective officers, directors or employees directors, employees, representatives and agents to, and shall use their commercially reasonable efforts immediately cease any existing discussions or negotiations, if any, with any parties conducted heretofore with respect to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them or any of their respective Subsidiaries not to, directly or indirectly through another person, (i) solicit, initiate or encourage (including by way of furnishing information), or knowingly take any other action designed to facilitate, any Alternative Acquisition Transaction (as hereinafter defined). The Company agrees that, or (ii) participate in any discussions regarding any Alternative Transaction; provided, however, that if, at any time prior to the time the Qwest StockholdersEffective Time, it shall not, and shall not authorize or permit any of its subsidiaries or any of its or its subsidiaries' Approval directors, officers, employees, agents or representatives, directly or indirectly, to solicit, initiate or encourage, or furnish or disclose non-public information in furtherance of, any inquiries or the U S WEST Stockholders' Approval is obtainedmaking of any proposal with respect to any merger, liquidation, recapitalization, consolidation or other business combination involving the Company or its subsidiaries or acquisition of any capital stock or any material portion of the assets of the Company or its subsidiaries, or any combination of the foregoing (other than the Offer, the Merger and the sale or other disposition of the Excluded Business, or the shut-down of the NAS Business (excluding the Excluded Business), in each case in accordance with the terms hereof) (an "Acquisition Transaction"), or negotiate, explore or otherwise engage in substantive discussions with any person (other than the Purchaser, Parent or their respective directors, officers, employees, agents and representatives) with respect to any Acquisition Transaction or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transactions contemplated by this Agreement; provided that the Company may, prior to the purchase of Shares pursuant to the Offer, furnish information to, and negotiate or otherwise engage in substantive discussions with, any person who delivers a bona fide, written proposal for an Acquisition Transaction if the Company Board of Directors of Qwest or U S WEST, as the case may be, determines in good faithfaith by a majority vote, after consultation with its outside legal counsel and Financial Advisor or another nationally recognized investment banking firm, that to provide (i) such information or to participate in such negotiations or discussions a transaction is reasonably likely to result in a Qwest transaction that is superior in comparison to the Offer and the Merger and the terms of this Agreement to the Company's stockholders from a financial point of view and to the Company, taking into account the terms and conditions thereof, the likelihood of consummation and the time required to complete such transaction (a "Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereofProposal"), as the case may be, that was not initially solicited by it and that did not otherwise (ii) failing to take such action would result from in a breach of this Section 5.03the fiduciary duties of the Company Board under applicable Law, U S WEST or Qwestand prior to furnishing non-public information to any such party, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining Company shall have entered into a confidentiality agreement substantially similar containing terms at least as favorable to the Company as those of the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding provided that such proposalconfidentiality agreement need not contain any standstill provisions). Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoing.The term "

No Solicitation. Each Shareholder shall not (a) From whether directly or indirectly through affiliates, advisors, agents or other intermediaries), and after the date hereof, Qwest each Shareholder shall direct its and U S WEST shall not, nor shall they permit any of their respective Subsidiaries to, nor shall they authorize or permit any of their its Subsidiaries' respective officers, directors or employees todirectors, and shall use their commercially reasonable efforts to cause any investment bankeraffiliates, financial advisoremployees, attorneymembers, accountants partners, shareholders, advisors, representatives or other representatives agents retained by them or otherwise acting on behalf of such Shareholder or its Subsidiaries and affiliates (collectively, "Representatives", provided that such term shall not be deemed to include the Company or apply to any Representatives of the Company, acting in their respective Subsidiaries capacity as such on behalf of the Company) not to, directly or indirectly through another personindirectly, (i) solicit, initiate initiate, accept, seek, encourage, induce or encourage facilitate (including by way of furnishing non-public information)) any inquiries or the making or submission of any proposal that constitutes or could reasonably be expected to lead to an Acquisition Proposal, or knowingly take cooperate in any way with any inquiry, proposal or offer from any other action designed person relating to, that has the purpose of, or that constitutes or could reasonably be expected to facilitatelead to an Acquisition Proposal, (ii) continue or participate or engage in discussions or negotiations with, or disclose any information or data relating to the Company or its Subsidiaries or afford access to the properties, books or records of the Company or its Subsidiaries to, or otherwise cooperate with, any Alternative Transaction person that has made an Acquisition Proposal or to any person that has disclosed to the Company that it is considering making an Acquisition Proposal, (as hereinafter defined)iii) accept an Acquisition Proposal or enter into any agreement or agreement in principle or letter of intent, providing for or relating to an Acquisition Proposal or enter into any agreement or agreement in principle or letter of intent requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by the Securities Purchase Agreement, or (iiiv) participate grant any waiver or release under any standstill, confidentiality or similar agreement entered into by the Company, its Subsidiaries or any of their respective Representatives; provided that each Shareholder in such Shareholder's capacity as a director of the Company, if applicable, shall be permitted to take any action expressly permitted under the Securities Purchase Agreement, solely in its capacity as a director of the Company. Each Shareholder shall and shall cause its Representatives to (i) immediately cease and cause to be terminated any existing activities, discussions regarding or negotiations with any Alternative Transaction; provided, however, that if, at any time persons or their representatives conducted prior to the time date of this Agreement with respect to any Acquisition Proposal and will request the Qwest Stockholders' Approval prompt return or destruction of any confidential information previously furnished to such persons in connection therewith, and (ii) promptly inform its Representatives of the U S WEST Stockholders' Approval obligations undertaken in this Section 4(a). Without limiting the foregoing, any violation of the restrictions set forth in this Section 4(a) by any Representative of a Shareholder or any of its Subsidiaries, whether or not such person is obtainedpurporting to act on behalf of such Shareholder or any of its Subsidiaries, the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, that shall be deemed to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from be a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x4(a) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding by such proposalShareholder. Each of Qwest and U S WEST shall Shareholder will as promptly notify the other Party orally as practicable (and in writing any event within 24 hours) advise the Investors of any request for information with respect to any Acquisition Proposal or of any proposal in connection inquiry, proposal, discussions or negotiation with an Alternative Transactionrespect to any Acquisition Proposal, and the material terms and conditions of such request or proposal and the identity of the person making such request or request, Acquisition Proposal, inquiry, proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation negotiation. For purposes of this Agreement, each Investor is not deemed to be an Affiliate of the Shareholders. So long as no Shareholder (or its respective Representative) is in breach of this Agreement and subject to such Shareholder's continued compliance with this Agreement, nothing contained in this Agreement shall prevent a Shareholder or its Representatives from negotiating the terms of any persons conducted heretofore agreement (including any shareholders or similar agreement), or otherwise participating in negotiations together with the Company, in connection with an Acquisition Proposal in the event that the Company is pursuing negotiations or discussions with the Person making such Acquisition Proposal in compliance with Section 5.2(b) of the Securities Purchase Agreement; provided that, such negotiations by them a Shareholder or their representatives its Representatives shall not in and of themselves be deemed to constitute breach of this Agreement by such Shareholder or its Representatives for the purposes of this Section 4(a) provided that such Shareholder and its Representatives are otherwise in compliance with respect to the foregoingthis Agreement.

No Solicitation. (a) From and after During the period beginning on the date hereofof this Agreement and continuing until the earlier of the Effective Time and the termination of this Agreement in accordance with Section 9.1, Qwest the Company and U S WEST 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 (if any) 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 (if any) 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, nor and shall they permit any of cause its and their respective Subsidiaries to, nor shall they authorize or permit any of their respective officers, directors or employees to, and shall use their commercially reasonable efforts to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them or any of their respective Subsidiaries Representatives not to, directly or indirectly through another personindirectly, (i) solicitconduct, initiate or encourage solicit (including by way of furnishing non-public information), initiate or knowingly take encourage or facilitate any other action designed to facilitateinquiry with respect to, or the making, submission or announcement of, any Alternative Transaction (as hereinafter defined)proposal or offer that constitutes, or is reasonably expected to lead to, an Alternative Proposal, (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, or 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 that could lead to an Alternative Proposal, (iii) engage in, continue or otherwise participate in any discussions or negotiations regarding any Alternative Transaction; providedProposal with any Person, however, that if, at any time prior except to notify such Person as to the time existence and content of the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtained, the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach provisions of this Section 5.037.7, U S WEST or Qwest(iv) grant any waiver, as applicable, may, subject to the Party receiving the Qwest Superior Proposal amendment or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a release under any standstill or confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing except for any portion of any request for information such standstill or confidentiality agreement that restricts the ability of any proposal in connection with a Person to communicate an Alternative TransactionProposal to Company Board), the material terms and conditions of such request or proposal and the identity of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoinganti-takeover laws.

No Solicitation. (a) From and after the date hereofhereof until the Closing Date, Qwest or the Final Closing Date if the Purchaser elects to have more than one Closing, the Company shall not and U S WEST shall not, nor shall they permit any of their respective Subsidiaries to, nor shall they authorize or permit any cause its Affiliates and each of their respective officers, directors or employees todirectors, and shall use their commercially reasonable efforts to cause any employees, auditors, agents, representatives, consultants, advisors, investment bankerbankers, financial advisor, attorneyattorneys, accountants or and other representatives retained by them or any of their respective Subsidiaries agents (collectively, "Representatives") not to, directly or indirectly through another personindirectly, (i) solicitinitiate, initiate solicit or encourage entertain offers from, negotiate with or in any manner knowingly encourage, discuss, accept, or consider any proposal of any other person relating to (including w) the acquisition of capital stock of the Company or any of its Subsidiaries, securities convertible into or exchangeable for shares of capital stock of the Company or any of its Subsidiaries, (x) the acquisition of the Company's or any of its Subsidiaries' assets or business, in whole or in part, whether directly or indirectly, through purchase, merger, consolidation, business combination, recapitalization, liquidation, dissolution or otherwise, (y) the incurrence of indebtedness for borrowed money by way the Company or any of furnishing informationits Subsidiaries, or (z) any other transaction the consummation of which could reasonably be expected to impede, interfere with, prevent, delay or dilute the benefits to the Purchaser of the transactions contemplated hereby, including, without limitation, by taking any action that would make Section 203 of the DGCL or the Rights Agreement inapplicable to an Alternative Transaction (other than the transactions contemplated by this Agreement, sales of inventory in the ordinary course and shares issued upon the exercise of existing stock options) (any of the foregoing being an "Alternative Transaction"), (ii) initiate, participate engage in, or knowingly agree to initiate, participate or engage in negotiations or discussions concerning, or provide to any person or entity any information or data relating to the Company or any Subsidiary, or otherwise cooperate with or assist or participate in, facilitating or encouraging, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to an Alternative Transaction, (iii) in connection with any Alternative Transaction, require it to abandon, terminate or fail to consummate the transactions contemplated by this Agreement or the other Documents, (iv) grant any waiver or release under or amend any standstill, confidentiality or similar agreement entered into by the Company or any of its Affiliates or representatives; (v) agree to, approve or recommend any Alternative Transaction, or (vi) take any other action designed inconsistent with the obligations and commitments assumed by the Company pursuant to facilitate, any Alternative Transaction (as hereinafter defined), or (ii) participate in any discussions regarding any Alternative Transactionthis Section 5.11; provided, however, that nothing contained herein shall limit the ability of the Company to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act; and provided further that if, at any time prior in respect of an offer, proposal or inquiry relating to a possible Alternative Transaction from a third party or entity made after the time the Qwest Stockholders' Approval date hereof which has not been solicited or the U S WEST Stockholders' Approval is obtainedencouraged in violation of clause (i) or (ii) above, the Board of Directors of Qwest or U S WEST, as the case may be, Company determines in good faith, after consultation with counsel, that to its fiduciary duties so require, the Company and its Representatives may participate or engage in discussions or negotiations with such third party or entity concerning such Alternative Transaction, or provide such third party with information or data relating to participate the Company or any Subsidiary, in each case for purposes of complying with its disclosure obligations to its stockholders in connection with the Stockholders' Meeting. The Company shall immediately cease and cause to be terminated any existing activities, discussions or negotiations by the Company, its Affiliates or their respective Representatives with any person conducted heretofore with respect to any of the foregoing. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 5.11 by any Representative of the Company or any of its Affiliates whether or not such negotiations person is purporting to act on behalf of the Company or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof)any of its Affiliates, as the case may be, that was not initially solicited by it and that did not otherwise result from shall constitute a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to 5.11 by the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoingCompany.

No Solicitation. The Company agrees that it shall not (a) From and after the date hereof, Qwest and U S WEST --------------- shall not, nor shall they permit not authorize any of their respective Subsidiaries to, nor shall they authorize or permit any of their respective officers, directors or employees to, and shall use their commercially reasonable efforts to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them its subsidiaries or any of their respective Subsidiaries not the officers and directors of it or its subsidiaries or its and its subsidiaries' directors, officers, employees, affiliates, agents, advisors and representatives to), directly or indirectly through another personindirectly, (ia) solicit, initiate or encourage encourage, or take any other action to facilitate (including by way of furnishing information), ) any Takeover Proposal (as defined herein) or knowingly take any other action designed which may be reasonably expected to facilitatelead to any Takeover Proposal, other than the transactions contemplated by this Agreement and the Rollover Agreement, or any other transaction the consummation of which would reasonably be expected to impede, interfere with, prevent or delay the Offer or the Merger or which would reasonably be expected to adversely affect the benefits to Purchaser of the transactions contemplated hereby, (b) negotiate, explore or otherwise participate in discussions with any person (other than Purchaser or its directors, members, officers, employees, agents and representatives, as applicable), and including any parties with which the Company has previously engaged in discussions or negotiations with respect to any Takeover Proposal or potential Takeover Proposal, or furnish to any person (other than Purchaser or its directors, members, officers, employees, agents and representatives, as applicable) any information with respect to its business, properties or assets or any of the foregoing, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any Alternative Transaction effort or attempt by any other person (other than Purchaser or its directors, members, officers, employees, agents and representatives, as hereinafter definedapplicable) to do or seek any of the foregoing or (c) enter into any agreement, arrangement or understanding with respect to, or endorse, any Takeover Proposal; provided, -------- however, that the foregoing shall not prohibit the Company from (i) prior to the ------- consummation of the Offer (A) furnishing information pursuant to a confidentiality agreement (provided for informational purposes to Purchaser), on terms and conditions customary for similar transactions, concerning the Company and its businesses, properties or assets to a third party who has made an unsolicited bona fide written Takeover Proposal, or (iiB) participate engaging in any discussions regarding any Alternative Transaction; provided, however, that if, at any time prior to the time the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtained, the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, that to provide negotiations with such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior third party who has made an unsolicited bona fide written Takeover Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that which did not otherwise result from a breach of this Section 5.036.08 or (ii) following receipt of an unsolicited bona fide written ------------ Takeover Proposal, U S WEST but prior to consummation of the Offer, failing to make or Qwestwithdrawing or modifying its recommendation referred to in Section 1.02(a), as applicablebut, may--------------- in each case referred to in the foregoing clauses (i)(B) or (ii), subject only to the Party receiving ---------------------- extent that the Qwest Superior Company Board shall have concluded in good faith, on the basis of advice from outside legal counsel and the Company's financial advisors, that (A) such Takeover Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar is more favorable to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity stockholders of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoing.Company than the

No Solicitation. (a) From and after the date hereofhereof through the Closing --------------- Date, Qwest the Company shall and U S WEST shall cause each Subsidiary and its Subsidiaries' officers and directors to, and each of the foregoing shall cause their respective agents, representatives, advisors or subsidiaries, to cease any discussions or negotiations with any parties (other than the Purchaser) that may be ongoing with respect to (A) any acquisition or purchase of assets of the Company and its Subsidiaries other than in the ordinary course of business consistent with past practice, (B) the purchase of any equity security of the Company or any Subsidiary (including a self tender offer) or any security that is convertible, exchangeable or exercisable for any equity security, (C) any merger, consolidation, business combination, sale of substantially all assets, recapitalization, liquidation, dissolution or similar transaction involving the Company or any Subsidiary (other than a Permitted Acquisition), or (D) any other transaction the consummation of which would, or could reasonably be expected to, impede, interfere with, prevent or materially delay the transactions contemplated by this Agreement or which would, or could reasonably be expected to, materially dilute the benefits to the Purchaser of the transactions contemplated hereby (each of the foregoing items set forth in (A) through (D), an "Alternative Transaction"). From the date hereof through the Closing Date, ----------------------- the Company shall not, nor shall they permit any of their respective Subsidiaries to, nor cause each Affiliate not to and shall they not authorize or permit any of their respective its or any such Person's officers, directors or employees to, and shall use their commercially reasonable efforts to cause or any investment banker, financial advisor, attorney, accountants accountant or other representatives retained by them or representative representing any of their respective Subsidiaries not such Person to, directly or indirectly through another personindirectly, (i) solicit, initiate or encourage (including by way of furnishing information), or knowingly take any other action designed to facilitate, any inquiries or the making of any proposal that may lead to an Alternative Transaction (as hereinafter defined), or (ii) participate in any discussions or negotiations with any third party regarding any proposed Alternative Transaction; provided, however, that if, at any time prior to the time the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtained, the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoing.

No Solicitation. (a) From Each Stockholder shall, and after the date hereof, Qwest and U S WEST shall not, nor shall they permit any of their respective Subsidiaries to, nor shall they authorize or permit any of their respective officers, directors or employees cause its controlled Affiliates to, and shall use their commercially reasonable best efforts to cause its and their respective Representatives to, immediately cease and terminate any investment bankerand all solicitations, financial advisordiscussions or negotiations existing as of the date hereof between such Stockholder, attorneyAffiliates or Representatives, accountants on the one hand, and the Company and its Affiliates or other representatives retained by them Representatives or any third party (or its Representatives), on the other hand, in connection with or in response to an actual or potential Acquisition Proposal or any inquiry, proposal or indication of interest with respect thereto. During the Term, each Stockholder shall not, and each Stockholder shall cause its controlled Affiliates not to, and shall use its reasonable best efforts to cause its and their Representatives (it being understood that, for purposes hereof, a Representative of the Company or its Subsidiaries shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company) not to (and shall not authorize or give permission to its and their respective Subsidiaries not Representatives to), directly or indirectly through another person(a) solicit, initiate, seek or knowingly encourage or facilitate the making, submission or announcement of, or make, submit or announce, any inquiry, discussion, request, offer or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (b) propose to enter into any merger or business combination involving the Company or any of its subsidiaries or divisions, (c) (i) solicit, initiate furnish any non-public information regarding the Company or encourage (including by way any of furnishing information)its Subsidiaries to, or knowingly take afford access to the properties, books and records of the Company or any other action designed to facilitateof its Subsidiaries to, any Alternative Transaction (as hereinafter defined)third party, or (ii) request or seek from the Company or any of its Subsidiaries any such access, in each case, in connection with or in response to, or that would be reasonably likely to lead to, an Acquisition Proposal or any inquiry, proposal or indication of interest with respect thereto, (d) engage or participate in any discussions regarding or negotiations with the Company or any Alternative Transaction; providedthird party with respect to, however, or that if, at any time prior to the time the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtained, the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is would be reasonably likely to result in a Qwest Superior lead to, any Acquisition Proposal or a U S WEST Superior Proposal any inquiry, proposal or indication of interest with respect thereto, or (as such terms are defined e) adopt or approve, or enter into any letter of intent, agreement in Section 6.02 hereof)principle, as the case may bememorandum of understanding, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03term sheet, U S WEST merger agreement, acquisition agreement, option agreement or Qwest, as applicable, may, subject any other agreement or instrument providing for or relating to the Party receiving the Qwest Superior any Acquisition Proposal or U S WEST Superior Proposalany inquiry, as the case may be, giving the other Party written notice proposal or indication of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information interest with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoingthereto.

No Solicitation. (a) From and after Until the date hereof, Qwest and U S WEST shall not, nor shall they permit any earlier of their respective Subsidiaries to, nor shall they authorize or permit any of their respective officers, directors or employees to, and shall use their commercially reasonable efforts to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them or any of their respective Subsidiaries not to, directly or indirectly through another person, (i) solicit, initiate or encourage (including by way of furnishing information)the Effective Time, or knowingly take any other action designed to facilitate, any Alternative Transaction (as hereinafter defined), or --------------- (ii) participate in any discussions regarding any Alternative Transaction; provided, however, that if, at any time prior the date of termination of this Agreement pursuant to the time the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtainedprovisions of Section 7 hereof, the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal Digital shall not (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwestnor shall Digital permit, as applicable, mayany of Digital's officers, subject to directors, employees, shareholders, agents, representatives or affiliates to), directly or indirectly, take any of the Party receiving the Qwest Superior Proposal following actions with any party other than Agile and its designees: (a) solicit, encourage, initiate or U S WEST Superior Proposalparticipate in any inquiry, as the case may benegotiations or discussions, giving the other Party written notice of its intention to do soor enter into any agreement, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest any offer or U S WESTproposal to acquire all or any material part of Digital's business, properties or technologies, or any material amount of Digital's Capital Stock, whether by merger, purchase of assets, tender offer or otherwise, or effect any such transaction, (b) disclose any information not customarily disclosed to any person concerning Digital's business, technologies or properties, or afford to any person or entity access to its properties, technologies, books or records, not customarily afforded such access, (c) assist or cooperate with any person to make any proposal to purchase all or any material part of Digital Capital Stock, any of its capital stock or assets of the Company, other than inventory in the ordinary course of business, or (d) enter into any agreement with any person providing for the acquisition of Digital, whether by merger, purchase of assets, tender offer or otherwise. In the event that Digital, or any of the Digital's affiliates shall receive, prior to the Effective Time or the termination of this Agreement, any offer, proposal, or request, directly or indirectly, of the type referenced in clause (a) or (c) above, or any request for disclosure or access pursuant to clause (b) above, Digital shall promptly notify Agile, but not later than 24 hours thereof, including information as to the identity of the offeror or the party making any such offer or proposal and the specific terms of such offer or proposal, as the case may be, and (y) engage such other information related thereto as Agile may reasonably request. The parties hereto agree that irreparable damage would occur in discussion the event that the provisions of this Section 4.2 were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed by the parties hereto that Agile shall be entitled to seek an injunction or injunctions to prevent breaches of the provisions of this Section 4.2 and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify to enforce specifically the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity provisions hereof in any court of the person making such request United States or proposal. Each of Qwest and U S WEST will keep the any state having jurisdiction, this being in addition to any other Party reasonably informed of the status (including amendments remedy to which Agile may be entitled at law or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoingin equity.

No Solicitation. (a) From Until the earlier of the Closing and after the date hereofof termination of this Agreement pursuant to Section 3.04, Qwest and U S WEST shall not, none of the parties hereto nor shall they permit any of their respective Affiliates, Subsidiaries to, nor shall they authorize or permit any of their respective officers, directors or employees to, and shall use their commercially reasonable efforts to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them or any of their respective Subsidiaries not toRepresentatives shall, directly or indirectly through another personindirectly, take any of the following actions with any Person other than any other party hereto and its respective designees: (i) solicit, initiate or encourage agree to any proposals or offers from any Person relating to (including A) any merger, share exchange, business combination, reorganization, consolidation or similar transaction involving such party or any of its Subsidiaries, (B) the acquisition of beneficial ownership of any equity or ownership interest in such party or any of its Subsidiaries, whether by way issuance by such party or any of furnishing informationits Subsidiaries or by purchase (through a tender offer, exchange offer, negotiated purchase or otherwise) from the equityholders of such party or otherwise or (C) the license or transfer of all or a material portion of the assets of such party or any of its Subsidiaries (any of the transactions described in clauses (A) through (C), or knowingly take any other action designed to facilitate, any Alternative Transaction (as hereinafter defineda “Third-Party Acquisition”), or (ii) participate in any discussions regarding or negotiations regarding, or furnish to any Alternative TransactionPerson any information with respect to, or otherwise cooperate with, knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek, a Third-Party Acquisition; provided, however, that ifa party’s Representatives may respond to unsolicited inquiries, at any time prior but solely for the purpose of communicating that such party is not able to entertain the time the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtained, the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposalunsolicited offer. Each of Qwest and U S WEST party hereto shall promptly notify the other Party parties hereto orally and in writing of any request for information or promptly after receipt of any proposal in connection with an Alternative Transactionor offer from any Person to effect a Third-Party Acquisition. Immediately following the execution of this Agreement, the material terms parties hereto shall, and conditions of such request or proposal and the identity of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and direct their Representatives to, terminate any existing solicitation, initiation, encouragement activity, discussion discussions or negotiation negotiations with any persons conducted heretofore by them Persons, other than the parties hereto and their respective Affiliates and Representatives, concerning any purchase of the equity interests of ISI, ILG or their representatives with respect to respective Subsidiaries or substantially all of the foregoingassets of ISI, ILG or their respective Subsidiaries or any merger or recapitalization transaction involving ISI, ILG or their respective Subsidiaries, and shall not recommence such negotiations unless and until this Agreement is terminated.

No Solicitation. (a) From and after Neither the date hereof, Qwest and U S WEST shall notCompany nor any of the Company Subsidiar ies shall, nor shall they permit it or any of their respective Company Subsidiaries to, nor shall they authorize or permit any of their respective directors, officers, directors or employees toemployees, and shall use their commercially reasonable efforts to cause any investment bankerbankers, financial advisor, attorney, accountants attorneys or other representatives retained by them agents or any of their respective Subsidiaries not torepresentatives, directly or indirectly through another personto, (i) solicit, initiate or initiate, encourage (including by way of furnishing information), information or knowingly assistance) or take any other action designed to facilitate, any Alternative inquiry or the making of any proposal which constitutes, or may reasonably be expected to lead to, any acquisition or purchase of a substantial amount of assets of, or any equity interest in, the Company or any of its Subsidiaries or any tender offer (including a self tender offer) or exchange offer, merger, consolidation, business combination, sale of substantially all assets, sale of securities, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries (other than the transactions contemplated by this Agreement) or any other material corporate transaction the consummation of which would or could reasonably be expected to impede, interfere with, prevent or materially delay the Merger (collectively, "TRANSACTION PROPOSALS") or agree to or endorse any Transaction (as hereinafter defined), Proposal or (ii) propose, enter into or participate in any discussions or negotiations regarding any Alternative Transactionof the foregoing, or furnish to any other Person any information with respect to its business, properties or assets or any of the foregoing, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing; provided, however, that ifthe foregoing clauses (i) and (ii) shall not prohibit the Company from, at any time prior to the time Company Stockholders Meeting (A) furnishing information pursuant to an appropriate confidentiality letter concerning the Qwest Stockholders' Approval Company and its businesses, properties or assets to a third party which has made an unsolicited Qualified Transaction Proposal (as defined below), (B) engaging in discussions or negotiations with such a third party which has made an unsolicited Qualified Transaction Proposal or (C) following receipt of an unsolicited Qualified Transaction Proposal, taking and disclosing to its shareholders a position with respect to such Qualified Transaction Proposal, but in each case referred to in the U S WEST Stockholders' Approval is obtained, foregoing clauses (A) through (C) only after the Board of Directors of Qwest or U S WEST, as the case may be, determines Company concludes in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in following receipt of a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject written opinion addressed to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoing.Company from outside

No Solicitation. (a) From and after the date hereofhereof through the Closing Date, Qwest the Company shall and U S WEST shall cause each Subsidiary and its Subsidiaries’ officers and directors to, and each of the foregoing shall cause their respective agents, representatives, advisors or subsidiaries, to cease any discussions or negotiations with any parties (other than the Purchaser) that may be ongoing with respect to (A) any acquisition or purchase of assets of the Company and its Subsidiaries other than in the ordinary course of business consistent with past practice, (B) the purchase of any equity security of the Company or any Subsidiary (including a self tender offer) or any security that is convertible, exchangeable or exercisable for any such equity security, (C) any merger, consolidation, business combination, sale of substantially all assets, recapitalization, Liquidation, or similar transaction involving the Company or any Subsidiary (other than a Permitted Acquisition), or (D) any other transaction the consummation of which would, or could reasonably be expected to, impede, interfere with, prevent or materially delay the transactions contemplated by this Agreement or which would, or could reasonably be expected to, materially dilute the benefits to the Purchasers of the transactions contemplated hereby (each of the foregoing items set forth in (A) through (D), an “Alternative Transaction”). From the date hereof through the Closing Date, the Company shall not, nor shall they permit any of their respective Subsidiaries to, nor cause each Affiliate not to and shall they not authorize or permit any of their respective its or any such Person’s officers, directors or employees to, and shall use their commercially reasonable efforts to cause or any investment banker, financial advisor, attorney, accountants accountant or other representatives retained by them or representative representing any of their respective Subsidiaries not such Person to, directly or indirectly through another personindirectly, (i) solicit, initiate or encourage (including by way of furnishing information), or knowingly take any other action designed to facilitate, any inquiries or the making of any proposal that may lead to an Alternative Transaction (as hereinafter defined), or (ii) participate in any discussions or negotiations with any third party regarding any proposed Alternative Transaction; provided, however, that if, at any time prior to the time the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtained, the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoing.

No Solicitation. (a) From and after Except as permitted by this Section 6.15, from the date hereofhereof until the earlier of the Closing and the Termination Date, Qwest and U S WEST shall notneither the Company, on the one hand, nor the Parent, on the other hand, shall, and each shall they permit direct and cause their respective Subsidiaries and its or its respective 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, directly or indirectly, solicit, initiate, or knowingly take any action to facilitate or encourage the submission of any Takeover Proposal or the making of any proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 6.15(b): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or the Parent or any of their respective Subsidiaries to, nor shall they authorize afford access to the business, properties, assets, books, or permit any records of their respective officers, directors the Company or employees to, and shall use their commercially reasonable efforts to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them the Parent or any of their respective Subsidiaries not to, directly or indirectly through another person, (i) solicit, initiate or encourage (including by way of furnishing information), or knowingly take any other action designed to assist, participate in, facilitate, or encourage any Alternative Transaction effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Board, as hereinafter defined)applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would 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 the Parent, as applicable, or any of their respective Subsidiaries, or (iiB) participate approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any discussions regarding Takeover Proposal (each, an “Acquisition Agreement”). Without limiting the foregoing, it is understood that any Alternative Transaction; provided, however, that if, at any time prior to the time the Qwest Stockholders' Approval violation of or the U S WEST Stockholders' Approval taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is obtainedpurporting to act on behalf of the applicable party or any of its Subsidiaries, the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, that shall be deemed to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from be a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to 6.15 by the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoingapplicable party.

No Solicitation. Neither the Stockholder, any Fund nor any of their respective affiliates shall (awhether directly or indirectly through any officer, director, member, advisor, agent, representatives or other intermediary), nor shall the Stockholder, any Fund or any of their respective affiliates authorize or permit any of its officers, directors, members, advisors, agents, representatives or other intermediaries to, (i) From solicit, initiate, encourage or take any action to facilitate any submission of inquiries, proposals or offers from any person relating to any acquisition or purchase of all or a material amount of assets of, or any equity interest in, the Company (or any subsidiary or division thereof) or any merger, consolidation, tender offer (including a self tender offer), exchange offer, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company (or any subsidiary or division thereof), other than the transactions contemplated by this Agreement or the Merger Agreement, or any other transaction the consummation of which would or could reasonably be expected to impede, interfere with, prevent or materially delay the Debt Offer or the Merger or which would or could reasonably be expected to materially dilute the benefits to Newco of the transactions contemplated by the Merger Agreement (collectively, "Transaction Proposals") or agree to or endorse any Transaction Proposal, other than the transactions contemplated by the Merger Agreement, or (ii) enter into or participate in any discussions or negotiations regarding any of the foregoing, or furnish to any other person any information with respect to the Company's business, properties or assets or any of the foregoing, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek any of the foregoing. Notwithstanding anything in this Agreement to the contrary, from and after the date hereof, Qwest the Stockholder and U S WEST shall not, nor shall they permit any of their respective Subsidiaries to, nor shall they authorize or permit any of their respective officers, directors or employees to, and shall use their commercially reasonable efforts to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them or any of their respective Subsidiaries not to, directly or indirectly through another person, (i) solicit, initiate or encourage (including by way of furnishing information), or knowingly take any other action designed to facilitate, any Alternative Transaction (as hereinafter defined), or (ii) participate in any discussions regarding any Alternative Transaction; provided, however, that if, at any time prior to the time the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtained, the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST Funds shall promptly notify the other Party advise Newco orally and in writing of the receipt by any request for information of them (or any of the other entities or persons referred to above) of any proposal in connection with an Alternative TransactionTransaction Proposal, or any inquiry which is likely to lead to any Transaction Proposal, the material terms and conditions of such request Transaction Proposal or proposal inquiry, and the identity of the person making any such request Transaction Proposal or proposalinquiry. Each of Qwest The Stockholder and U S WEST the Funds will keep the other Party reasonably Newco fully informed of the status (including amendments and details of any such Transaction Proposal or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoinginquiry.

No Solicitation. (a) From and after Neither the date hereof, Qwest and U S WEST shall not, Company nor shall they permit any of their respective Subsidiaries to, nor the Key Shareholders shall they authorize or permit any of their respective officers, directors or employees to, (and the Company shall use their commercially reasonable efforts to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them or any of their respective the Company’s Representatives and Subsidiaries not to) solicit or knowingly encourage the initiation or submission of interest, directly offers, inquiries or indirectly through another personproposals (or consider or entertain any of the foregoing) from any Person (including, without limitation, by way of providing any non-public information concerning the Company, its business or assets to any Person or otherwise), initiate or participate in any negotiations or discussions, or enter into, accept or authorize any agreement or agreement in principle, or announce any intention to do any of the foregoing, with respect to any expression of interest, offer, proposal to acquire, purchase, license, or lease (i) solicitall or a substantial portion of the business or assets of the Company and its Subsidiaries’ (including, initiate or encourage (including by way of furnishing information), or knowingly take any other action designed to facilitate, any Alternative Transaction (as hereinafter definedwithout limitation the Company Intellectual Property Rights), or (ii) participate the Company’s or its Subsidiaries’ capital stock or other securities, in each case whether by stock purchase, merger, consolidation, combination, reorganization, recapitalization, purchase of assets, tender offer, lease, license or otherwise (any of the foregoing, a “Competing Transaction”). The Company and the Key Shareholders shall, and the Company shall cause its Representatives and Subsidiaries to, immediately discontinue any ongoing discussions regarding or negotiations (other than any Alternative ongoing discussions with Parent) relating to a possible Competing Transaction; provided, howeverand shall promptly provide Parent with an oral and a written notice of any expression of interest, proposal or offer relating to a possible Competing Transaction that ifis received by the Company, at any time prior to the time the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtainedits Subsidiaries, the Board Key Shareholders or by any of Directors the Company’s Representatives from any person, which notice shall contain the identity of Qwest such person or U S WESTentity, as the case may benature of the proposal proposed and the material terms of the proposal and include copies of any such notice, determines inquiry or proposal; provided that, in good faith, the event that disclosure to provide Parent of such information or to participate in such negotiations or discussions is reasonably likely to result in regarding a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from Competing Transaction causes a breach of a nondisclosure agreement to which the Company is a party with the Person making the notice inquiry or proposal and which was entered into prior to April 11, 2006, such breach shall be disregarded for the purposes of Sections 7.1 and 7.2 hereof. The Company represents and warrants to Parent that (i) this Section 5.036.4 does not and will not conflict with or violate any agreement, U S WEST understanding or Qwestarrangement, as applicablewhether written or oral, mayto which the Company, subject to the Party receiving Key Shareholders, the Qwest Superior Proposal Company’s Subsidiaries or U S WEST Superior Proposalthe Company’s officers, as the case may beemployees, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest stockholders or U S WEST, as the case may beagents are currently bound, and (yii) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information no breach or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity violation of the person making Letter of Intent has occurred and no such request breach or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoingviolation is continuing.

No Solicitation. (a) From Notwithstanding any other provision of this Agreement to the contrary, during the period commencing with the execution and after delivery of this Agreement and continuing until 12:01 a.m. (Eastern time) on July 16, 2007 (the date hereof“No Shop Period Start Date”), Qwest the Company and U S WEST shall not, nor shall they permit any of its Subsidiaries and their respective Subsidiaries toaffiliates, nor shall they authorize or permit any of their respective directors, officers, directors or employees toemployees, investment bankers, attorneys, accountants, consultants, advisors, agents and shall use their commercially reasonable efforts to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them or any (“Representatives”) shall have the right (acting under the direction of their respective Subsidiaries not to, the Special Committee) to directly or indirectly through another person, (i) solicit, initiate and/or, propose, induce or encourage (the making, submission or announcement of one or more Acquisition Proposals from one or more Persons, including by way furnishing to any Person any non-public information relating to the Company or any of furnishing its Subsidiaries or by affording to any Person access to the business, properties, assets, books, records or other non-public information), or knowingly take to the personnel, of the Company or any other action designed of its Subsidiaries pursuant to facilitate, any Alternative Transaction (as hereinafter defined), or (ii) participate in any discussions regarding any Alternative Transactionan Acceptable Confidentiality Agreement; provided, however, that ifthe Company shall provide to Newco any non-public information concerning the Company or its Subsidiaries that is provided to any Person which was not previously provided to Newco, at any time prior and afford to Newco the same access to the time business, properties, assets, books, records and other non-public information, and to the Qwest Stockholders' Approval personnel, of the Company and its Subsidiaries as provided to such Person, (ii) continue, enter into, participate in and/or engage in any discussions or negotiations with one or more Persons with respect to one or more Acquisition Proposals or any other proposals that could lead to an Acquisition Proposal, or otherwise encourage, facilitate or assist an Acquisition Proposal or any inquiries, proposals or offers that could lead to an Acquisition Proposal, and (iii) otherwise cooperate with, assist or take any action to facilitate one or more Acquisition Proposals or any other proposals that could lead to an Acquisition Proposal. Notwithstanding the U S WEST Stockholders' Approval is obtainedforegoing, during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the No Shop Period Start Date, the Board Company shall not (A) approve, endorse or recommend an Acquisition Transaction, or (B) enter into any letter of Directors intent, memorandum of Qwest understanding or U S WEST, as the case may be, determines in good faith, that other Contract contemplating or otherwise relating to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior an Acquisition Proposal (as such terms are defined in Section 6.02 hereof)other than an Acceptable Confidentiality Agreement and, as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving extent a Acquisition Proposal involves the Qwest Superior Proposal or U S WEST Superior Proposalissuance of securities to Company Stockholders, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a than an appropriate confidentiality agreement substantially similar that allows the Company to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish receive and review confidential information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing proposed issuer of any request for information such securities) or requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement or breach its obligations hereunder. Subject to the terms of any proposal in connection with an Alternative TransactionSection 5.2(c), on the material terms and conditions of such request or proposal and No Shop Period Start Date the identity of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST Company shall immediately cease and terminate cause to be terminated any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore activities that are prohibited by them or their representatives with respect to the foregoingSection 5.2(b).

No Solicitation. (a) From and after Until the date hereof, Qwest and U S WEST shall not, nor shall they permit any earlier of their respective Subsidiaries to, nor shall they authorize or permit any of their respective officers, directors or employees to, and shall use their commercially reasonable efforts to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them or any of their respective Subsidiaries not to, directly or indirectly through another person, (i) solicit, initiate or encourage (including by way of furnishing information), or knowingly take any other action designed to facilitate, any Alternative Transaction (as hereinafter defined)the Effective Time, or (ii) the date of termination of this Agreement pursuant to the provisions of Section 8.1 hereof, the Company shall not (nor shall the Company permit any of the Company's officers, directors, employees, shareholders, agents, representatives or affiliates to), directly or indirectly, take any of the following actions with any party other than Parent and its designees: (a) solicit, encourage, initiate or participate in any discussions regarding inquiry, negotiations or discussions, or enter into any Alternative Transaction; providedagreement, howeverwith respect to any offer or proposal to acquire all or any part of the Company's business, properties or technologies, or any of the Company Capital Stock (whether or not outstanding), whether by merger, purchase of assets, tender offer or otherwise, or effect any such transaction, (b) disclose any information not customarily disclosed to any person concerning the Company's business, technologies or properties, or afford to any person or entity access to its properties, technologies, books or records, not customarily afforded such access, (c) assist or cooperate with any person to make any proposal to purchase all or any part of the Company Capital Stock, or assets of the Company, other than inventory in the ordinary course of business, or (d) enter into any agreement with any person providing for the acquisition of the Company, whether by merger, purchase of assets, tender offer or otherwise. In the event that ifthe Company, at any time officer, employee, consultant, agent or director, or any of the Company's affiliates shall receive, prior to the time the Qwest Stockholders' Approval Effective Time or the U S WEST Stockholders' Approval is obtainedtermination of this Agreement, any offer, proposal, or request, directly or indirectly, of the type referenced in clause (a) or (c) above, or any request for disclosure or access pursuant to clause (b) above, the Board of Directors of Qwest or U S WESTCompany, shall immediately notify Parent thereof, including information as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving identity of the Qwest Superior Proposal party making such offer or U S WEST Superior Proposal, as proposal and the case may be, giving the other Party written notice specific terms of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest such offer or U S WESTproposal, as the case may be, and (y) engage such other information related thereto as Parent may reasonably request. The parties hereto agree that irreparable damage would occur in discussion the event that the provisions of this Section 4.2 were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed by the parties hereto that Parent shall be entitled to seek an injunction or injunctions to prevent breaches of the provisions of this Section 4.2 and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify to enforce specifically the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity provisions hereof in any court of the person making such request United States or proposal. Each of Qwest and U S WEST will keep the any state having jurisdiction, this being in addition to any other Party reasonably informed of the status (including amendments remedy to which Parent may be entitled at law or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoingin equity.

No Solicitation. (a) From and after the date hereofof this Agreement and ending on the earlier of the Acquisition Closing and the valid termination of this Agreement in accordance with ‎Section 9.01, Qwest and U S WEST except as otherwise required by applicable Law (including, for the avoidance of doubt, the fiduciary duties of the members of the Company Board) the Company shall not, nor and shall they permit cause the Company Subsidiaries not to and shall direct its and their respective Representatives acting on its or their behalf not to, directly or indirectly, (i) enter into, solicit, initiate, knowingly facilitate, knowingly encourage or continue any discussions or negotiations with, or knowingly encourage any inquiries or proposals by, or participate in any negotiations with, or provide any information to, or otherwise cooperate in any way with, any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, concerning any (x) sale of 15% or more of the consolidated assets of the Company and the Company Subsidiaries, taken as a whole, (y) sale of 15% or more of the outstanding capital stock of the Company or one or more Company Subsidiaries holding assets constituting, individually or in the aggregate, 15% or more of the consolidated assets of the Company and the Company Subsidiaries, taken as a whole, or (z) merger, consolidation, liquidation, dissolution or similar transaction involving the Company or one or more of the Company Subsidiaries holding assets constituting, individually or in the aggregate, 15% or more of the consolidated assets of the Company and the Company Subsidiaries, taken as a whole, in each case, other than with SPAC and its Representatives (an “Alternative Transaction”), (ii) 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 any of their respective the Company Subsidiaries toin connection with any proposal or offer that could reasonably be expected to lead to an Alternative Transaction, nor shall they (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Alternative Transaction, (iv) approve, endorse, recommend, execute or enter into any agreement in principle, confidentiality agreement, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other written arrangement relating to any Alternative Transaction or any proposal or offer that could reasonably be expected to lead to an Alternative Transaction, (v) commence, continue or renew any due diligence investigation regarding any Alternative Transaction, or (vi) resolve or agree to do any of the foregoing or otherwise authorize or permit any of their respective officersits Representatives acting on its behalf to take any such action. The Company shall, directors or employees and shall cause the Company Subsidiaries to, and shall use their commercially reasonable efforts to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them or any of direct its and their respective Subsidiaries not affiliates and Representatives to, directly immediately cease any and all existing discussions or indirectly through another person, (i) solicit, initiate or encourage (including by way of furnishing information), or knowingly take negotiations with any other action designed person conducted heretofore with respect to facilitate, any Alternative Transaction (as hereinafter defined), or (ii) participate in any discussions regarding any Alternative Transaction; provided, however, . The Company also agrees that if, at any time it will promptly request each special purpose acquisition corporation that has prior to the time the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtained, the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining date hereof executed a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with its consideration of an Alternative Transaction, the material terms and conditions of Transaction to return or destroy all confidential information furnished to such request person by or proposal and the identity on behalf of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect Company prior to the foregoingdate hereof.

No Solicitation. (a) From and after Without limiting the Company's other obligations under this Agreement, the Company agrees that, from the date hereofhereof until the Closing, Qwest and U S WEST shall not, neither it nor shall they permit any of their respective its Subsidiaries to, nor shall they authorize or permit any of their respective officers, the officers and directors of it or employees toits Subsidiaries shall, and that it shall use their commercially its reasonable best efforts to cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, financial advisor, attorney, accountants attorney or other representatives accountant retained by them it or any of their respective Subsidiaries its Subsidiaries) not to, directly or indirectly through another personindirectly, (i) initiate, solicit, initiate encourage or encourage knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Subsidiaries, or any purchase or sale of 30% or more of the consolidated assets (including without limitation stock of its Subsidiaries) of it and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of the Company that, if consummated, would result in any Person (or the stockholders of such Person) beneficially owning securities representing 20% or more of the total voting power of the Company (or of the surviving parent entity in such transaction) or any of its Subsidiaries (any such proposal, offer or transaction, including any single or multi-step transaction or series of related transactions (other than a proposal or offer made by the Purchaser or any of its Affiliates) being hereinafter referred to as an "Acquisition Proposal"), (ii) have any discussion with or provide any confidential information or data to any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly take facilitate any other action designed effort or attempt to facilitatemake or implement an Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Alternative Transaction Acquisition Proposal or (as hereinafter defined)iv) approve or recommend, or (ii) participate propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose publicly or agree to do any discussions regarding of the foregoing related to any Alternative TransactionAcquisition Proposal; provided, however, that ifthe foregoing shall not prohibit the Company, at (A) from complying with Rule 14e-2 and Rule 14d-9 under the Exchange Act with regard to a bona fide tender offer or exchange offer, or (B) from participating in negotiations or discussions with or furnishing information to any time prior Person in connection with an unsolicited bona fide Acquisition Proposal which is submitted in writing by such Person to the time the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtained, the Board of Directors of Qwest the Company after the date hereof; provided further, however, that prior to participating in any such discussions or U S WESTnegotiations or furnishing any information, as (i) the case may beCompany receives from such Person an executed confidentiality agreement on terms no less favorable to the Company than the Confidentiality Agreement, determines a copy of which shall be provided only for informational purposes to the Purchaser, and (ii) the Board of Directors of the Company shall have concluded in good faith, after consulting with its outside financial advisors and counsel, that to provide such information or to participate in such negotiations or discussions Acquisition Proposal is reasonably likely to be or to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof6.1(b) hereto) (an Acquisition Proposal which meets all of the conditions set forth in this clause (B), including the Board of Directors of the Company having reached the conclusion set forth in clause (B)(ii), being herein referred to as a "Qualified Acquisition Proposal"), or (C) after the case may be, that was not initially solicited by it and that did not otherwise result from Board of Directors of the Company has received a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Qualified Acquisition Proposal, from engaging in negotiations and discussions with the Stockholders (as defined in the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (xSupport Agreement) furnish information with respect to Qwest or U S WESTsuch Qualified Acquisition Proposal. If the Board of Directors of the Company receives an Acquisition Proposal, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST Company shall promptly notify inform the other Party orally and Purchaser in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person Person making such request or proposal. Each of Qwest it, and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal Purchaser informed, on a current basis, of the status and terms of any such proposals or offers by any Person (whether written or oral). Each of Qwest The Company will, and U S WEST shall will cause its Affiliates to, immediately cease and terminate cause to be terminated any activities, discussions or negotiations existing solicitation, initiation, encouragement activity, discussion or negotiation as of the date hereof with any persons Persons (other than the Purchaser and its Affiliates) conducted heretofore by them or their representatives with respect to any Acquisition Proposal, and request the foregoingreturn or destruction of all non-public information furnished in connection therewith. The Company shall not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which such party or its Subsidiaries is a party; provided, however, that the Company may waive any provisions of a standstill agreement so long as (A) the Company promptly informs the Purchaser in writing of such waiver and the identity of the Person requesting such waiver (and the Company hereby agrees that it will keep the Purchaser informed, on a current basis, of the status and terms of any proposal made by the Person requesting such waiver), (B) such waiver is limited to allowing the party subject to the standstill agreement (x) to submit to the Board of Directors of the Company, on a confidential basis, a written Acquisition Proposal and (y) if such Acquisition Proposal is a Qualified Acquisition Proposal, to pursue discussions and negotiations with respect to such Qualified Acquisition Proposal with the Company, and (C) the Company otherwise observes the terms of this Section 5.2 with respect to such Acquisition Proposal.

No Solicitation. (a) From and after the date hereofhereof through the Closing or the --------------- earlier termination of this Agreement, Qwest and U S WEST Seller shall not, nor shall they permit any of their respective Subsidiaries to, nor shall they authorize or permit any of their respective officers, directors or employees to, and shall use their commercially reasonable efforts to cause any each of its affiliates or Representatives (including without limitation investment bankerbankers, financial advisorattorneys and accountants), attorney, accountants or other representatives retained by them or any of their respective Subsidiaries not to, directly or indirectly indirectly, enter into, solicit, initiate or continue any discussions or negotiations with, or encourage or respond to any inquiries or proposals by, or participate in any negotiations with, or provide any information to, or otherwise cooperate in any other way with, any corporation, partnership, person or other entity or group, other than Buyer and its Representatives, concerning any sale of all or a portion of the Assets or the Business, or any merger, consolidation, liquidation, dissolution or similar transaction involving the Business and the Assets (each such transaction being referred to herein as a "Proposed Acquisition Transaction"). ---------------------------------- Seller and its subsidiaries shall not, directly or indirectly, through another personany officer, (i) director, employee, representative, agent or otherwise, solicit, initiate or encourage the submission of any proposal or offer from any person (including by way including, without limitation, a "person" as defined in Section 13(d)(3) of furnishing information)the Securities Exchange Act of 1934, as amended) or knowingly take entity relating to any other action designed to facilitate, any Alternative Proposed Acquisition Transaction (as hereinafter defined), or (ii) participate in any negotiations regarding, or furnish to any other person any information with respect to Seller or any of its subsidiaries for the purposes of, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to seek or effect a Proposed Acquisition Transaction. Notwithstanding the foregoing sentence, (a) following receipt of a bona fide written offer to consummate a transaction described in the foregoing sentence, Seller may take and disclose to Seller's stockholders a position contemplated by Rule 14e-2 under the Securities Exchange Act of 1934, as amended, or otherwise make appropriate disclosures to its stockholders, (b) Seller may furnish or cause to be furnished information concerning its businesses, properties or assets to a third party, and (c) Seller may engage in discussions regarding any Alternative Transaction; providedor negotiations with a third party, howeverbut in each case referred to in the foregoing clauses (a) through (c), that if, at any time prior only to the time the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtained, extent that the Board of Directors of Qwest or U S WEST, as the case may be, determines Seller concludes in good faith, faith after consultation with its outside legal counsel that such action is necessary for the Board of Directors of Seller to provide such information comply with its fiduciary obligations under applicable law. Seller hereby represents that it is not now engaged in discussions or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the with any party other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information than Buyer with respect to Qwest any of the foregoing. Seller shall notify Buyer promptly (orally and in writing) if any such written offer, or U S WESTany inquiry or contact with any person with respect thereto, as is made and shall provide Buyer with a copy of such offer and shall keep Buyer informed on the case may be, and (y) engage in discussion and status of any negotiations regarding such proposaloffer. Each Seller agrees not to release any third party from, or waive any provision of, any confidentiality or standstill agreement to which Seller is a party. In the event that (i) Seller breaches its obligations under this Section 6.2(a), (ii) Board of Qwest Directors of Seller accepts a third party offer to enter into a Proposed Acquisition Transaction with another party within six months of the date of this Agreement, or (iii) if the sale of the Business and U S WEST the Assets contemplated by this Agreement shall promptly notify the not have occurred on or before October 31, 1997, other Party orally and in writing than as a result of (A) a material breach of any request for information representation, warranty or covenant in this Agreement by Buyer or failure by Buyer to satisfy the closing conditions set forth in Article VII hereof, (B) failure to obtain the necessary permission to close the transaction under the HSR Act or similar laws or (C) the entry of a Court Order by a court of competent jurisdiction to enjoin or prohibit any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person making such request or proposal. Each transactions contemplated hereby, Seller shall pay to Buyer a break-up fee in the amount of Qwest and U S WEST will keep $1,000,000, plus the other Party reasonably informed amount of the status Buyer's out-of-pocket expenses (including amendments or proposed amendments) without limitation the fees and expenses of such request or proposal on a current basis. Each of Qwest Buyer's accountants, attorneys and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoingconsultants).

No Solicitation. (a) From Unless and after until this Agreement shall have been terminated prior to the date Closing Time pursuant to and in compliance with Section 9.2 hereof, Qwest and U S WEST neither Siam nor Vaughan shall not(whether directly or indirectly through its respxxxxxx advisors, agents or other intermediaries), nor shall they permit any of their respective Subsidiaries to, nor shall they Vaughan or Siam authorize or permit any of their its respective officersofficexx, directors xxrectors, agents, employees, representatives, advisors or employees to, and shall use their commercially reasonable efforts affiliates to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them or any of their respective Subsidiaries not to, directly or indirectly through another person, (i) solicit, initiate or initiate, encourage (including by way of furnishing information), ) or knowingly take any action to facilitate the submission of any inquiries, proposals or offers (whether or not in writing) from any Person (other action designed to facilitate, any Alternative Transaction (as hereinafter defined), than Siam or (ii) participate in any discussions regarding any Alternative Transaction; provided, however, that if, at any time prior to the time the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtained, the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WESTVaughan, as the case may be, and its respective affiliates) relatinx xx (yX) engage any acquisition or purchase of any of the assets of Vaughan or Siam, as the case may be, or of any class of equity sxxxxxxxes of Vaughan or Siam, as the case may be (other than the securities as conxxxxxxxed in discussion and the Placement), (B) any tender offer (including a self tender offer) or exchange offer, (C) any merger, consolidation, business combination, sale of substantially all assets, recapitalization, liquidation, dissolution or similar transaction involving Vaughan or Siam or SAC, as the case may be, or (D) any other transactxxx xxx consummation of which would or would reasonably be expected to impede, interfere with, prevent or materially delay the Merger or which would or would reasonably be expected to materially dilute the benefits to the other Party hereto of the transactions contemplated by this Agreement (collectively, "Acquisition Proposals"), or agree to, recommend or endorse any Acquisition Proposals, (ii) enter into or execute any agreement with respect to any of the foregoing or (iii) enter into or participate in any discussions or negotiations regarding such proposalany of the foregoing, or furnish to any other Person any information with respect to its business, properties or assets in connection with the foregoing, or otherwise cooperate in any way with, or participate in or assist, facilitate, or encourage, any effect or attempt by any other person (other than Vaughan or Siam, as the case may be, and its respective affiliates) tx xx xx seek any of the foregoing. Each of Qwest and U S WEST If either Siam or Vaughan is contacted by a third party with respect to an Acquisition Pxxxxxxx, it shall promptly immediately notify the other Party orally and in writing hereto of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person making such request or proposal. Each of Qwest third party and U S WEST will keep the other Party reasonably informed nature of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoingAcquisition Proposal.

No Solicitation. (a) From and after Neither the date hereof, Qwest and U S WEST shall notCompany nor any of its subsidiaries shall, nor shall they permit the Company or any of their respective Subsidiaries to, nor shall they its subsidiaries authorize or permit any of its or their respective officers, directors directors, agents, representatives, advisors or employees subsidiaries to, and shall use their commercially reasonable efforts to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them or any of their respective Subsidiaries not to, directly or indirectly through another person, (ia) solicit, initiate or encourage (including by way of furnishing information), or knowingly take any other action designed to facilitatefacilitate the submission of inquiries, proposals or offers from any Alternative person relating to any acquisition or purchase of a substantial amount of assets of the Company or any of its subsidiaries (other than in the ordinary course of business) or of over 20% of any class of equity securities of the Company or any of its subsidiaries or any tender offer (including a self tender offer) or exchange offer that if consummated would result in any person beneficially owning 20% or more of any class of equity securities of the Company or any of its subsidiaries, or any merger, consolidation, business combination, sale of substantially all assets, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its subsidiaries, other than the transactions contemplated by this Agreement, or any other transaction the consummation of which would or could reasonably be expected to impede, interfere with, prevent or materially delay the Merger or which would or could reasonably be expected to materially dilute the benefits to Parent of the transactions contemplated hereby (collectively, "Transaction (as hereinafter defined)Proposals") or agree to or endorse any Transaction Proposal, or (iib) enter into or participate in any discussions or negotiations regarding any Alternative Transactionof the foregoing, or furnish to any other person any information with respect to its business, properties or assets or any of the foregoing, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek any of the foregoing; provided, however, that ifthe foregoing shall not prohibit the Company from (i) furnishing information concerning the Company and its businesses, at any time prior properties or assets pursuant to an appropriate and customary confidentiality agreement to a third party who has made an unsolicited Transaction Proposal, (ii) engaging in discussions or negotiations with a third party who has made an unsolicited Transaction Proposal, (iii) following receipt of an unsolicited Transaction Proposal, taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act or otherwise making disclosure to its stockholders, and/or (iv) following receipt of an unsolicited Transaction Proposal, failing to make or withdrawing or modifying its recommendation referred to in Section 3.1(p), but in each case referred to in the foregoing clauses (i) through (iv) only if and to the time the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtained, extent that the Board of Directors of Qwest or U S WEST, as the case may be, determines Company shall have concluded in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as after consulting with and considering the case may beadvice of outside counsel, that was not initially solicited such action is required by it and that did not otherwise result from a breach the Board of this Section 5.03, U S WEST or Qwest, as applicable, may, subject Directors of the Company in the exercise of its fiduciary duties to the Party receiving stockholders of the Qwest Superior Proposal or U S WEST Superior ProposalCompany; provided, as further, that the case may be, Board of Directors of the Company shall not take any of the foregoing actions referred to in clauses (i) through (iv) until after giving the other Party at least one business day's advance written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information Parent with respect to Qwest or U S WESTthe actions specified in the foregoing clauses (i) through (iv) that it shall take. In addition, as if the case may beBoard of Directors of the Company receives a Transaction Proposal, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST then the Company shall promptly notify the other Party orally and inform Parent in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person (or group) making such request or proposalit. Each of Qwest and U S WEST The Company will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate cause to be terminated any existing solicitationactivities, initiation, encouragement activity, discussion discussions or negotiation negotiations with any persons parties conducted heretofore by them or their representatives with respect to any of the foregoing. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in this Section by any director or executive officer of the Company or any of its subsidiaries or by any investment banker, financial adviser, attorney, accountant, or other representative of the Company or any of its subsidiaries shall be deemed to be a breach of this Section by the Company.

No Solicitation. (a) From and after the date hereofhereof until the termination of this Agreement, Qwest and U S WEST except as permitted hereby, the Company shall not, nor shall they it permit any Company Subsidiary, or any officer, director, employee, agent or representative of their respective Subsidiaries tothe Company or a Company Subsidiary (including, nor shall they authorize or permit any of their respective officerswithout limitation, directors or employees to, and shall use their commercially reasonable efforts to cause any investment banker, financial advisor, attorney, accountants attorney or other representatives accountant retained by them the Company or any of their respective Subsidiaries not a Company Subsidiary), to, directly or indirectly through another personindirectly, (i) solicitinitiate, initiate solicit or knowingly encourage any inquiries, offers or proposals that constitute, or would reasonably be expected to lead to, a proposal or offer for (including x) any merger, consolidation, share exchange, recapitalization, business combination or similar transaction, (y) any sale, lease, exchange, mortgage, transfer or other disposition, in a single transaction or series of related transactions, of assets representing 20% or more of the assets of the Company and the Company Subsidiaries, taken as a whole, or (z) sale of shares of capital stock representing, individually or in the aggregate, 20% or more of the voting power of the Company other than to the Company or a Company Subsidiary, including, without limitation, by way of furnishing informationa tender offer or exchange offer by any person (other than the Company or a Company Subsidiary) for shares of capital stock representing 20% or more of the voting power of the Company (any of the foregoing inquiries, offers or proposals being referred to in this Agreement as an "ACQUISITION PROPOSAL"), (ii) engage in negotiations or knowingly discussions -------------------- concerning, or provide to any person or entity any information or data relating to the Company or any Company Subsidiary for the purposes of making, or take any other action designed to facilitate, any Alternative Transaction Acquisition Proposal, (as hereinafter defined)iii) agree to, approve or recommend any Acquisition Proposal or (iiiv) participate in take any discussions regarding any Alternative Transactionother action materially inconsistent with the obligations and commitments assumed by the Company pursuant to this Section 5.8; provided, however, that ifthat, at any time subject to the Company's compliance with this Section 5.8, nothing contained in this Agreement shall prevent the Company or its Board of Directors from, prior to receipt of the time Requisite Company Vote, (A) entering into a definitive agreement providing for the Qwest Stockholders' Approval implementation of a Superior Proposal (as defined below) if the Company or the U S WEST Stockholders' Approval Board of Directors is obtainedsimultaneously terminating this Agreement pursuant to Section 7.1(g), (B) furnishing non-public information to, entering into customary confidentiality agreements with, or entering into discussions or negotiations with, any person or entity in connection with an unsolicited bona fide written Acquisition Proposal to the Company or its stockholders, if the Board of Directors of Qwest or U S WESTthe Company, as by action of a majority of the case may beentire Board of Directors of the Company, determines in good faithfaith after consultation with the Company Financial Advisor or other nationally-recognized independent financial advisors that such Acquisition Proposal, that to provide such information if accepted, constitutes, or to participate in such negotiations or discussions is reasonably likely to result in lead to, a Qwest Superior Proposal or (C) taking and disclosing to its stockholders a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information position with respect to Qwest such Acquisition Proposal contemplated by Rule 14e-2(a) promulgated under the Exchange Act or U S WESTmaking any other public disclosure that, in the opinion of the Company's counsel, is required by or advisable under applicable Law, provided, further, that except as the case may be, and (y) engage otherwise permitted in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transactionthis Section 5.8, the material terms and conditions of such request Company does not withdraw or proposal and the identity of the person making such request modify, or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments propose to withdraw or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitationmodify, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives its position with respect to the Merger or approve or recommend, or propose to approve or recommend, an Acquisition Proposal. For purposes of this Agreement, "SUPERIOR PROPOSAL" means a bona fide written Acquisition Proposal on ----------------- terms which a majority of the members of the Board of Directors of the Company determine in their good faith judgment (after consultation with the Company Financial Advisor or other nationally-recognized independent financial advisors) and after taking into account all legal, financial, regulatory and other material aspects of the Acquisition Proposal, and the person making the proposal, to be more favorable from a financial point of view to the Company's stockholders than the Merger, and for which the Board of Directors of the Company determines in their good faith judgment (after such consultation) that financing, to the extent required, is then committed or reasonably likely to be available. The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing, and will promptly inform the individuals or entities referred to in the first sentence of this Section 5.8(a) of the obligations undertaken in this Section 5.8(a). For purposes of this Agreement, an Acquisition Proposal shall not be deemed to exist solely as a result of a person filing a report on Schedule 13G to report ownership of the Company Common Stock.

No Solicitation. (a) From Until the earlier of the Effective Time of the Merger and after the date hereofof termination of this Agreement pursuant to Section 7.1, Qwest and U S WEST shall the Company will not, nor shall they will not permit its officers, directors, financial advisors, legal advisors and the Specified Employees, and will not authorize any of their respective Subsidiaries toits Employees, nor shall they authorize or permit any of their respective officersAffiliates, directors or employees to, and shall use their commercially reasonable efforts to cause any investment banker, financial advisor, attorney, accountants agents or other representatives retained by them or any of their respective Subsidiaries not (collectively, the “Representatives”) to, directly or indirectly through another personindirectly, take any of the following actions with any Person other than Parent and its designees: (i) solicit, initiate initiate, knowingly facilitate, knowingly encourage, entertain or encourage agree to any proposals or offers from, or execute or deliver any Contracts with, any Person relating to (including A) any merger, membership interest issuance or exchange, business combination, reorganization, consolidation or similar transaction involving the Company, (B) the acquisition of beneficial ownership of any equity interest in the Company, whether by way issuance by the Company or by purchase (through a tender offer, exchange offer, negotiated purchase or otherwise) from the Stockholders or otherwise, (C) the license (other than non-exclusive licenses in the ordinary course of furnishing informationbusiness) or transfer (other than sales of Company Products in the ordinary course of business) of a material portion of the assets of the Company, or (D) any transaction that would reasonably be expected to have a material adverse effect upon the Merger or on the Company’s ability to consummate the Merger (any of the transactions described in clauses (A) through (D), or knowingly take any other action designed to facilitate, any Alternative Transaction (as hereinafter defineda “Third-Party Acquisition”), ; or (ii) participate in any discussions regarding or negotiations regarding, respond to any Alternative Transaction; providedinquiry made, however, that if, at or furnish to any time prior to the time the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtained, the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish Person any information with respect to, or otherwise cooperate in any way with, agree to, assist or participate in, solicit, consider, entertain, knowingly facilitate or knowingly encourage, any effort or attempt by any Person to Qwest do, seek or U S WESTenter, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other a Third-Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoingAcquisition.

No Solicitation. (a) From and after the date hereofof this Agreement, Qwest and U S WEST the Company shall not, nor shall they permit directly or indirectly, through any of their respective Subsidiaries toofficer, nor shall they authorize director or permit any of their respective officersemployee of, directors or employees to, and shall use their commercially reasonable efforts to cause any investment banker, financial advisor, attorney, accountants attorney or other representatives retained by them advisor to, or other representative or agent of the Company or any of their respective its Subsidiaries not to, directly or indirectly through another person, otherwise: (i) solicit, initiate or encourage any inquiry, offer or proposal, or any indication of interest from, any Third Party (as defined below), regarding any direct or indirect merger, or any acquisition or purchase of substantial assets, 10% or more of the voting securities of the Company (including by way of furnishing information), a tender offer) or knowingly take similar transaction involving the Company or any Subsidiary of the Company other action designed than the Merger (any of the foregoing inquiries or proposals being referred to facilitate, any Alternative Transaction (herein as hereinafter defined), an "Acquisition Proposal") or (ii) participate in negotiations or discussions concerning, or provide to any discussions regarding Third Party any Alternative Transactioninformation relating to, or take any action to, facilitate or encourage any inquiry, proposal or other effort by, on the part of or on behalf of, any Third Party that constitutes or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that if, at any time prior to the time Effective Time of the Qwest Stockholders' Approval Merger, the Company may participate in negotiations or the U S WEST Stockholders' Approval is obtaineddiscussions with, and provide information to, any Third Party concerning an Acquisition Proposal submitted in writing by such person to the Board of Directors of Qwest the Company after the date of this Agreement if: (A) such Acquisition Proposal was not solicited, initiated or U S WESTencouraged in violation of this Agreement; (B) the Board of Directors of the Company (or an independent committee thereof), as in good faith, and after taking into account all legal, financial, regulatory and other aspects of such Acquisition Proposal and of such Third Party, determines that such Acquisition Proposal is: (1) reasonably capable of resulting in, and reasonably likely to result in, a completed Alternative Transaction; and (2) is (from a financial point of view) more favorable to the case may be, Company's Stockholders than the Merger; and (C) the Board of Directors of the Company (or an independent committee thereof) determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as after consultation with and consistent with the case may bewritten opinion of Company Counsel, that was it is necessary to do so in order not initially solicited by it and to violate its fiduciary duties to the Company's stockholders under applicable law. Nothing contained in this Section 5.11 shall prohibit the Board of Directors of the Company from complying with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer; provided that did the Board shall not otherwise result from recommend that the stockholders of the Company tender or exchange any shares of Company Common Stock in connection with such tender or exchange offer unless failing to take such action would constitute a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoingBoard's fiduciary duties under applicable law.

No Solicitation. (a) From and after the date hereof, Qwest and U S WEST The Company shall not, nor and the Company shall they permit any of their respective Subsidiaries cause its Representatives not to, nor (i) directly or indirectly solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing information) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to a Company Takeover Proposal or (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person regarding, furnish to any Person any information or afford access to the business, properties, assets, books or records of the Company to, or take any other action to assist or knowingly facilitate or knowingly encourage any effort by any Person, in each case, in connection with or in response to any inquiry, offer or proposal that constitutes, or could reasonably be expected to lead to, any Company Takeover Proposal (other than, solely in response to an inquiry that did not result from a material breach of this Section 6.02(a), to refer the inquiring person to this Section 6.02 and to limit its communication exclusively to such referral or to clarify the terms thereof in writing). The Company shall, and shall they authorize or permit any of their respective officers, cause its directors or employees and officers to, and shall use their commercially its reasonable best efforts to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them or any of their respective Subsidiaries not its Representatives to, directly or indirectly through another person, immediately (i) solicitcease all solicitations, initiate discussions and negotiations regarding any inquiry, proposal or encourage (including by way of furnishing information)offer pending on the Agreement Date that constitutes, or knowingly take any other action designed could reasonably be expected to facilitatelead to, any Alternative Transaction (as hereinafter defined)a Company Takeover Proposal, or (ii) participate request the prompt return or destruction of all confidential information previously furnished to any Person within the last six months for the purposes of evaluating a possible Company Takeover Proposal and (iii) terminate access to any physical or electronic data rooms relating to a possible Company Takeover Proposal. Notwithstanding anything to the contrary contained in the foregoing or any discussions regarding any Alternative Transaction; provided, however, that ifother provision of this Agreement, at any time prior during the Pre-Closing Period, in response to a Company Takeover Proposal made after the time Agreement Date that did not result from a material breach of this Section 6.02(a), in the Qwest Stockholders' Approval event that the Company Board (acting upon the recommendation of the Special Committee) or the U S WEST Stockholders' Approval is obtainedSpecial Committee determines, the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, after consultation with outside counsel and an independent financial advisor, that such Company Takeover Proposal constitutes or could reasonably be expected to provide such information or lead to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Company Proposal (as such terms are defined in Section 6.02 hereofa “Qualifying Company Takeover Proposal”), as the case Company may be, that was not initially solicited by it and that did not otherwise result from a breach (A) enter into an Acceptable Confidentiality Agreement with any Person or group of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Persons making such Qualifying Company Takeover Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (xB) furnish information with respect to Qwest the Company to the Person or U S WEST, group of Persons making such Qualifying Company Takeover Proposal and its or their Representatives pursuant to an Acceptable Confidentiality Agreement so long as the case may beCompany concurrently or promptly thereafter provides Parent, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify accordance with the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate Confidentiality Agreement, any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives material non-public information with respect to the foregoing.Company furnished to such other Person or group of Persons that was not previously furnished to Parent and (C) participate in discussions or negotiations with such Person or group of Persons and its or their Representatives regarding such Qualifying Company Takeover Proposal (including soliciting the making of a revised Qualifying Company Takeover Proposal); provided that the Company may only take the actions described in clauses (A), (B) or (C) above if the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee determines, in good faith, after consultation with outside counsel, that the failure to take any such action would be inconsistent with its fiduciary duties under applicable Law. The Company shall not, and shall cause its Representatives not to, release any Person from, or waive, amend or modify any provision of, or grant permission under or fail to enforce, any standstill provision in any agreement to which the Company is a party; provided that, if the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee determines in good faith, after consultation with its outside counsel that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law, the Company may waive any such standstill provision solely to the extent necessary to permit the applicable Person (if such Person has not been solicited in breach of this Section 6.02) to make, on a confidential basis to the Special Committee, a Company Takeover Proposal, conditioned upon such Person agreeing that the Company shall not be prohibited from providing any information to Parent (including regarding any such Company Takeover Proposal) in accordance with, and otherwise complying with, this Section 6.02. Wherever the term “

No Solicitation. (a) From and after During the date hereofterm of this Agreement, Qwest and U S WEST shall notneither Jupiter nor Media Metrix shall, nor shall they permit any either of their respective Subsidiaries to, nor shall they such companies authorize or permit any of their respective officers, directors or employees to, and shall use their commercially reasonable efforts to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them its Subsidiaries or any of their respective Subsidiaries not toits, or its Subsidiaries', directors, officers, employees, advisors, agents or representatives, directly or indirectly through another personindirectly, (i) to, solicit, initiate initiate, encourage or encourage facilitate, or furnish or disclose non-public information in furtherance of, any inquiries or the making of any proposal with respect to any recapitalization, merger, consolidation or other business combination involving such company, or the acquisition of 15% or more of the outstanding capital stock of such company or any of its Subsidiaries or the acquisition of 15% or more (including by way on a book value or fair market value basis) of furnishing informationthe assets of such company and its Subsidiaries, taken as a whole, in a single transaction or a series of related transactions, or any combination of the foregoing (each, a "Competing Transaction"), or knowingly take negotiate or otherwise engage in discussions with any person (other action designed than Media Metrix, Merger Sub, Jupiter or their respective directors, officers, employees, advisors, agents or representatives) with respect to facilitateany Competing Transaction or enter into any Contract or understanding requiring it to abandon, terminate or fail to consummate the Merger or any Alternative of the other transactions contemplated by this Agreement, and will immediately cease all existing activities, discussions and negotiations with any persons conducted heretofore with respect to any proposal for a Competing Transaction (as hereinafter defined), and request the return or (ii) participate destruction of all non-public information furnished in any discussions regarding any Alternative Transactionconnection therewith; provided, however, that ifprovided that, at any time prior to receipt of the time the Qwest Stockholders' Approval stockholder approval referred to in Section 3.18 or the U S WEST Stockholders' Approval is obtained, the Board of Directors of Qwest or U S WEST4.18, as the case may beapplicable, determines in good faithMedia Metrix or Jupiter (each, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in sometimes, a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof"company"), as the case may be, that may, subject to compliance with Section 5.7(b), furnish information to, and negotiate or otherwise engage in discussions with, any person (a "Third Party") who (x) delivers a bona fide written proposal for a Competing Transaction which was not initially solicited solicited, initiated, encouraged or facilitated by it and that did not such company, directly or indirectly, after the date of this Agreement or otherwise result resulted from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be5.7, and (y) engage in discussion enters into an appropriate confidentiality agreement with such company (which agreement shall be no less favorable to such company than the applicable Confidentiality Agreement and negotiations regarding such proposal. Each a copy of Qwest and U S WEST shall promptly notify which will be delivered to the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transactioncompany promptly after the execution thereof), if, but only if, the material terms and conditions Board of Directors of such request or proposal company determines in good faith by a majority vote, (i) after consultation with, and the identity receipt of advice from, its outside legal counsel, that failing to take such action would constitute a breach of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) fiduciary duties of such request or Board of Directors under applicable Law, and (ii) after consultation with such company's independent financial advisors, that such proposal on could reasonably be expected to lead to a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoingSuperior Transaction (as hereinafter defined).

No Solicitation. (a) From and after Between the date hereofhereof and the Anticipated Closing Date, Qwest and U S WEST shall notnone of the Sellers, the Company nor shall they permit any of their respective Representatives shall directly or indirectly (including by way of providing information regarding the Company, any of its Subsidiaries or their respective businesses to any person or providing access to any person) (a) solicit any offer, proposal or inquiry (oral, written or electronic), or encourage or facilitate the solicitation of any offer, proposal or inquiry (oral, written or electronic) relating to any potential Competing Transaction; (b) participate in, continue or engage in any discussion or negotiation relating to, nor shall they authorize or permit furnish any information concerning the Company, any of their respective officers, directors its Subsidiaries or employees any property of the Company or any of its Subsidiaries with respect to, and afford access to any of its or their properties or business records in connection with, or facilitate in any other manner any effort or attempt by any person other than Buyer to make or seek any potential Competing Transaction; or (c) enter into any agreement, arrangement or understanding (oral, written or electronic) relating to any potential Competing Transaction. The Company shall use their commercially reasonable efforts promptly notify Buyer if any such offer or inquiry is received prior to cause the Anticipated Closing Date by, any investment bankersuch information is requested prior to the Anticipated Closing Date from or any such negotiation or discussion is sought to be initiated or continued prior to the Anticipated Closing Date with the Company, financial advisor, attorney, accountants or other representatives retained by them any of its Subsidiaries or any of their respective Subsidiaries not toRepresentatives, directly including the nature and terms of any of the foregoing, the identity of the parties involved and any modification to the nature or indirectly through another personterms relating to any potential Competing Transaction. As used herein, “Competing Transaction” means a transaction (i) solicit, initiate or encourage (including by way of furnishing information), or knowingly take any other action designed similar to facilitate, any Alternative Transaction (as hereinafter defined)the transactions contemplated hereby, or (ii) participate in that could be inconsistent with, or that could otherwise preclude, the transactions contemplated hereby, including any discussions (A) merger, consolidation, business combination, recapitalization, restructuring, sale or purchase of assets, securities or debt instruments, dissolution, liquidation or other similar transaction of or involving the Company or any of its Subsidiaries, or (B) other acquisition or equity investment transaction involving or otherwise relating to the Company or any of its Subsidiaries, involving any other person other than Buyer or any of its Affiliates, including the formation of a partnership or joint venture with or for the Company or its Subsidiaries. Each Seller and the Company shall, and shall cause its Affiliates to, advise their applicable officers, directors, managers, equityholders and employees of the existence of the foregoing covenants, and each Seller and the Company shall, and shall cause its Affiliates to respond to any inquiry received by their respective Representatives regarding any Alternative Transaction; provided, however, that if, at any time Competing Transaction prior to the time Anticipated Closing Date by (x) stating that the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtained, the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms Company and its Affiliates are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be, foregoing covenants and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives solely with respect to and communication received prior to the foregoingAnticipated Closing Date, promptly informing Buyer of the inquiring party and the nature of the inquiry. Notwithstanding anything herein to the contrary, if either Seller or the Company, has breached or otherwise failed to perform in any material respect its obligations under this Agreement in any manner that was the principal cause of the failure of the Closing to have occurred on or before the Anticipated Closing Date, then each reference to the “Anticipated Closing Date” in this Section 6.10 shall be deemed to instead refer to the “Seller Termination Date”.

No Solicitation. (a) From and after the date hereof and until the earlier of the Effective Time, or the termination of this Agreement pursuant to Section 8.1 hereof, Qwest and U S WEST the Company shall not, not (nor shall they permit the Company permit, as applicable, any of their respective Subsidiaries to, nor shall they authorize or permit any of their respective the Company's officers, directors directors, employees, contract workers, shareholders, agents, representatives or employees affiliates to, and shall use their commercially reasonable efforts to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them or any of their respective Subsidiaries not to), directly or indirectly through another person, take any of the following actions with any party other than Parent and its designees: (ia) solicit, knowingly encourage, initiate or encourage participate in any inquiry, negotiations or discussions, or enter into any agreement, with respect to any offer or proposal to acquire all or any material part of the Company's business, properties or technologies, or any material amount of the Company Common or Preferred Stock (including by way of furnishing informationwhether or not outstanding), whether by merger, purchase of assets, tender offer, license or knowingly take otherwise, or effect any such transaction, (b) disclose any information not customarily disclosed to any person concerning the Company's business, technologies or properties, or afford to any person or entity access to its properties, technologies, books or records, not customarily afforded such access, (c) assist or cooperate with any person to make any proposal to purchase all or any material part of the Company Common or Preferred Stock or assets of the Company, other action designed to facilitate, any Alternative Transaction (as hereinafter defined)than in the ordinary course of business, or (iid) participate in enter into any discussions regarding agreement with any Alternative Transaction; providedperson providing for the acquisition of the Company, howeverwhether by merger, purchase of assets, license, tender offer or otherwise. In the event that ifthe Company or any of the Company's affiliates shall receive, at any time prior to the time the Qwest Stockholders' Approval Effective Time or the U S WEST Stockholders' Approval is obtainedtermination of this Agreement, any offer, proposal, or request, directly or indirectly, of the type referenced in clause (a) or (c) above, or any request for disclosure or access pursuant to clause (b) above, the Board of Directors of Qwest or U S WESTCompany shall immediately notify Parent thereof, including information as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving identity of the Qwest Superior Proposal offeror or U S WEST Superior Proposal, as the case may be, giving party making any such offer or proposal and the other Party written notice specific terms of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest such offer or U S WESTproposal, as the case may be, and (y) engage such other information related thereto as Parent may reasonably request. The parties hereto agree that irreparable damage would occur in discussion the event that the provisions of this Section 4.2 were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed by the parties hereto that Parent shall be entitled to seek an injunction or injunctions to prevent breaches of the provisions of this Section 4.2 and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify to enforce specifically the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity provisions hereof in any court of the person making such request United States or proposal. Each of Qwest and U S WEST will keep the any state having jurisdiction, this being in addition to any other Party reasonably informed of the status (including amendments remedy to which Parent may be entitled at law or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoingin equity.

No Solicitation. (a) From and after The Company agrees that between the date hereofof this Agreement and December 31, Qwest 2005 (the "No Solicitation Period"), none of the Company and U S WEST shall not, nor shall they permit any of their respective Subsidiaries to, nor shall they authorize its subsidiaries or permit any of their respective officers, directors directors, representatives or employees toagents, nor any of the stockholders of the Company that are signatories hereto (such stockholders and shall use their commercially reasonable efforts any other stockholder of the Company that becomes a signatory hereto pursuant to cause Sections 3(a) and 12, collectively, the "Signatory Stockholders") will (i) other than in connection with a Permitted Transaction (as defined below), solicit, initiate, consider, encourage or accept any investment banker, financial advisor, attorney, accountants other proposals or other representatives retained by them offers from any Person (A) relating to any acquisition or purchase of all or any portion of the capital stock or assets of the Company or any of their respective Subsidiaries not toits subsidiaries or (B) to enter into any merger, directly consolidation, business combination, recapitalization, reorganization or indirectly through another personother extraordinary business transaction involving or otherwise relating to the Company or any of its subsidiaries (any such transaction, (ia "Combination Transaction") solicit, initiate or encourage (including by way of furnishing information), or knowingly take any other action designed to facilitate, any Alternative Transaction (as hereinafter defined), or (ii) participate in any discussions regarding discussions, conversations, negotiations and other communications regarding, or furnish to any Alternative Transaction; provided, however, that if, at other Person any time prior to the time the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtained, the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to Qwest seek to do any of the foregoing. The Company and each Signatory Stockholder immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. The Company and each Signatory Stockholder shall notify Subscriber promptly if any such proposal or U S WESToffer (including with respect to a Permitted Transaction), as or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Subscriber, indicate in reasonable detail the case may be, and (y) engage in discussion and negotiations regarding identity of the Person making such proposal. Each of Qwest , offer, inquiry or contact and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request proposal, offer, inquiry or proposal other contact. The Company and each Signatory Stockholder agrees not to, and the identity Company agrees to cause each of its subsidiaries not to, without the person making prior written consent of Subscriber, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which the Company or any of its subsidiary or such request or proposalSignatory Stockholder is a party. Each "Permitted Transaction" shall mean (i) the sale by the Company of Qwest and U S WEST will keep newly issued shares of Common Stock for consideration not to exceed (euro)3 million in the other Party reasonably informed of aggregate during the status No Solicitation Period, provided that (including amendments or proposed amendmentsx) the proceeds of such request or proposal on a current basis. Each of Qwest issuance are reasonably necessary (and U S WEST used) to fund the Company's operations and (y) Subscriber shall immediately cease have (and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives be able to fully exercise) preemptive rights with respect to any such issuance, (ii) the foregoingsale of any of the Company's assets or subsidiaries (including in connection with a Combination Transaction involving such subsidiary) that, individually or in the aggregate during the No Solicitation Period, represent not more than ten (10) percent of the Company's total consolidated net income, revenues or assets, in each case, measured at the time a binding agreement relating to such sale (or Combination Transaction) is entered into, or (iii) a Combination Transaction involving the Company where (x) the Company is the surviving entity of the Combination Transaction and (y) the Company's stockholders as of the date hereof own beneficially and of record at least 90% of the capital stock of such surviving entity outstanding immediately after completion of such Combination Transaction. The parties acknowledge that the Issue Price takes into account the Company's obligation under this Section 3(c).

No Solicitation. Until the earlier of the Closing and the date of termination of this Agreement pursuant to the provisions of Section 7.1 hereof, and the Selling Shareholders will not and will cause the Company not to (nor will the Selling Shareholders permit any of its or the Company's officers, directors, shareholders, agents, representatives or affiliates to), directly or indirectly, take any of the following actions with any party other than NMS and their respective designees: (a) From and after the date hereof, Qwest and U S WEST shall not, nor shall they permit any of their respective Subsidiaries to, nor shall they authorize or permit any of their respective officers, directors or employees to, and shall use their commercially reasonable efforts to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them or any of their respective Subsidiaries not to, directly or indirectly through another person, (i) solicit, initiate initiate, entertain, discuss or encourage any proposals or offers from, or conduct discussions with or engage in negotiations with, any person relating to any possible acquisition of the Company (including whether by way of furnishing informationamalgamation, purchase of shares, purchase of assets or otherwise), or knowingly take any other action designed to facilitate, any Alternative Transaction (as hereinafter defined), or (ii) participate in any discussions regarding any Alternative Transaction; provided, however, that if, at any time prior to the time the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtained, the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice portion of its intention to do so, after obtaining a confidentiality agreement substantially similar to share capital or assets or any equity interest in the Confidentiality Agreement dated July 8, 1999 between the PartiesCompany, (xb) furnish provide information with respect to Qwest it to any person, other than NMS, relating to, or U S WESTotherwise cooperate with, facilitate or encourage any effort or attempt by any such person with regard to, any possible acquisition of the Company (whether by way of amalgamation, purchase of shares, purchase of assets or otherwise), any material portion of its share capital or assets or any equity interest in the Company, (c) enter into an agreement with any person, other than NMS, providing for the acquisition of the Company (whether by way of amalgamation, purchase of shares, purchase of assets or otherwise), any material portion of its share capital or assets or any equity interest in the Company, or (d) make or authorize any statement, recommendation or solicitation in support of any possible acquisition of the Company (whether by way of amalgamation, purchase of shares, purchase of assets or otherwise), any material portion of its share capital or assets or any equity interest in the Company by any person, other than by NMS. The Company and each Selling Shareholder shall immediately cease and cause to be terminated any such contacts or negotiations with third parties relating to any such transaction or proposed transaction. In addition to the foregoing, if the Company or any Selling Shareholder receives prior to the Closing or the termination of this Agreement any offer or proposal relating to any of the above, the Selling Shareholders shall immediately notify NMS thereof, including information as to the identity of the offer or the party making any such offer or proposal and the specific terms of such offer or proposal, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify other information related thereto as the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party NMS may reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoingrequest.

No Solicitation. (a) From and after Until the earlier of (i) the Closing, or (ii) the date of the valid termination of this Agreement pursuant to the provisions of Section 9 hereof, Qwest and U S WEST the Company shall not, nor and shall they permit any of their respective Subsidiaries to, nor shall they not authorize or permit any of their respective its officers, directors directors, consultants, advisors, employees, agents or employees torepresentatives (each, and shall use their commercially reasonable efforts to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them or any of their respective Subsidiaries not a “Company Representative”) to, directly or indirectly through another personindirectly, take any of the following actions with any Person other than Buyer and its designees: (iA) solicit, initiate or knowingly encourage (including by way of furnishing information)any inquiry, proposal, request or knowingly take any other action designed offer, directly or indirectly, relating to facilitate, any an Alternative Transaction (as hereinafter definedeach, a “Proposal”), or (iiB) participate in any discussions regarding or negotiations relating to (except to provide notice as to the existence of this restriction), assist or cooperate with any Person to make, or furnish any Person with information in connection with, or take any other action to facilitate, any Proposal or Alternative Transaction, (C) disclose any information to any Person concerning the business, technologies or properties of the Company, or afford to any Person access to the Company’s properties, technologies, books or records, in each case, with respect to, or that would reasonably be expected to lead to, a Proposal, or (D) propose, authorize or enter into any agreement or understanding (whether binding or nonbinding, written or oral) relating to, or engage in or consummate, any Alternative Transaction; providedTransaction or requiring the Company to abandon, howeverterminate or fail to consummate the transactions contemplated hereby. If the Company or any Company Representative receives or has received, that if, at any time prior to the time the Qwest Stockholders' Approval Closing or the U S WEST Stockholders' Approval is obtainedvalid termination of this Agreement in accordance with Section 9 hereof, any Proposal, or any request for disclosure or access as referenced in clause (C) above, the Board of Directors of Qwest Company shall, or U S WESTshall cause such Company Representative to, as the case may be(x) immediately suspend any discussions with regard to such Proposal and (y) promptly (and in any event within two (2) Business Days) notify Buyer in writing thereof, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, mayand, subject to the Party receiving terms of any confidentiality agreements in place as of the Qwest Superior Proposal or U S WEST Superior Proposaldate hereof, furnish to Buyer any information it may reasonably request, including information as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8identity of the Person making any such inquiry, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request offer or proposal and the identity specific terms of the person making such request inquiry, offer or proposal. Each of Qwest , and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoingall written documentation relating thereto.

No Solicitation. (a) From and after Without the Fund's prior consent, until the closing of the transactions contemplated hereby or the date hereofreferred to in Section 7.1(b) of the Merger Agreement, Qwest Merger Sub will not and U S WEST shall not, nor shall they permit will not authorize any of their respective Subsidiaries to, nor shall they its affiliates (or authorize or permit any of their respective officersrepresentatives) to take, directors directly or employees toindirectly, any action to initiate, assist, solicit, receive, negotiate, encourage or accept any offer or inquiry from any person (other than persons from which financing is arranged by the Fund or its affiliates or persons who you have referred to the Fund or its affiliates and shall use their commercially reasonable efforts whom have been approved by the Fund) to (a) provide any debt or equity financing other than as contemplated by the Debt Financing Commitments and the Equity Financing Commitments (collectively, a "Financing") or purchase all or substantially all of the assets or any capital stock of Merger Sub or the Company (whether through a purchase of stock, merger, asset sale or related transaction) (a "Sale of the Company"), (b) reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or otherwise attempt to consummate, any Financing or Sale of the Company or (c) furnish or cause to be furnished any investment bankerinformation with respect to Merger Sub, financial advisor, attorney, accountants or other representatives retained by them the Company or any of their respective Subsidiaries not to, directly or indirectly through another person, affiliates to any person (iother than as contemplated by this letter) solicit, initiate or encourage (including by way of furnishing information)who you, or knowingly take any other action designed of your representatives, know or have reason to facilitate, believe is in the process of considering any Alternative Transaction (as hereinafter defined), Financing or (ii) participate in any discussions regarding any Alternative Transaction; provided, however, that if, at any time prior to the time the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtained, the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity Sale of the person making such request or proposalCompany. Each The obligations under this paragraph shall terminate and be of Qwest no further force and U S WEST will keep effect in the other Party reasonably informed of event that this letter is terminated by the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation Fund in accordance with any persons conducted heretofore by them or their representatives with respect to the foregoingits terms.

No Solicitation. (a) From and after the date hereofof this Agreement until the earlier of the Offer Acceptance Time or the time, Qwest if any, at which this Agreement is terminated in accordance with Section 8.1 (the “Pre-Closing Period”), the Company agrees that it shall not (and U S WEST that the Company shall not, nor shall they permit any of their respective Subsidiaries cause each Company Subsidiary not to, nor shall they authorize or permit any of their respective officers, directors or employees to), and that it shall use their commercially reasonable its best efforts to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them or any of their respective Subsidiaries its Representatives not to, directly or indirectly through another personindirectly, solicit, initiate, knowingly encourage or knowingly facilitate the submission or an announcement of any Company Competing Proposal or the making of any inquiry, offer or proposal that could reasonably be expected to lead to any Company Competing Proposal or, except as otherwise specifically provided for in this Section 5.2, (i) solicitparticipate in any negotiations regarding any Company Competing Proposal, initiate (ii) afford any Person access to the business, properties, assets, employees, officers, directors, books or encourage records of the Company or any Company Subsidiary, or furnish to any Person any nonpublic information relating to the Company or any Company Subsidiary, in each case, in connection with any Company Competing Proposal or any inquiry, offer or proposal that could reasonably be expected to lead to any Company Competing Proposal, (iii) engage in discussions with any Person with respect to any Company Competing Proposal or any inquiry, offer or proposal that could reasonably be expected to lead to any Company Competing Proposal, (iv) waive, terminate, modify or release any Person from any provision of or grant any permission, waiver or request under, or fail to enforce, any “standstill” or similar agreement or obligation (except that the Company may waive such a “standstill” or similar agreement or obligation solely to permit a Person privately to make a Competing Company Proposal to the Company Board if the Company Board has determined in good faith after consultation with the Company’s outside legal counsel that the failure to take such action would be inconsistent with the fiduciary duties of the members of the Company Board under Delaware law), (v) approve any transaction under, or any Person becoming an “interested stockholder” under, Section 203 of the DGCL, (vi) enter into any letter of intent, agreement in principle, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other Contract relating to, or any agreement or commitment (X) contemplating or otherwise providing for, any Company Competing Proposal or (Y) requiring the Company to abandon, terminate or fail to consummate the transactions contemplated hereby or to breach its obligations hereunder, or (vii) resolve, propose or agree to do any of the foregoing. The Company shall immediately cease (and shall cause each Company Subsidiary to cease), and use its best efforts to cause its Representatives to cease, any and all discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Proposal and shall use its reasonable best efforts to cause any such Person (or its agents or advisors) in possession of any nonpublic information relating to the Company or any Company Subsidiary that was furnished by or on behalf of the Company or any Company Subsidiary (including by way any Representative of furnishing information)the Company) to return or destroy (and confirm destruction of) all such information within five (5) Business Days of the date hereof. The Company shall immediately terminate the access of any Person to the electronic data room hosted by Mexxxxx Xorporation. The Company shall promptly, or knowingly take any other action designed to facilitatefollowing the execution of this Agreement, any Alternative Transaction (as hereinafter defined)inform its Representatives of the Company’s obligations under this Section 5.2. Without limiting the foregoing, or (ii) participate in any discussions regarding any Alternative Transaction; providedthe Company understands, howeverand acknowledges and agrees, that if, at any time prior breach of the obligations set forth in this Section 5.2(a) by any Company Subsidiary or any Representative of the Company shall be deemed to the time the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtained, the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from be a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to 5.2(a) by the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice Company. For purposes of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transactionthis Section 5.2, the material terms and conditions of such request term “Person” means any Person or proposal and the identity “group,” as defined in Section 13(d) of the person making such request or proposal. Each of Qwest and U S WEST will keep the Exchange Act, other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitationthan, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoing.Company, Parent and its affiliates (including Merger Sub) and Parent’s Representatives. Notwithstanding anything to the contrary contained in this Agreement, the Company and the Company Subsidiaries and the Company’s Representatives may inform a Person that has made (prior to the date hereof) or makes (after the date hereof) a Company Competing Proposal of the provisions of this Section 5.2 so long as the Company, the Company Subsidiaries and the Company’s Representatives otherwise comply with this Section 5.2 in connection therewith. 43

No Solicitation. (a) From and after the date hereof, Qwest and U S WEST neither the Company nor any of its subsidiaries shall not(whether directly or indirectly through its or their officers, directors, agents, representatives, advisors or other intermediaries (collectively, "Representatives")), nor shall they permit the Company or any of their respective Subsidiaries to, nor shall they its subsidiaries authorize or permit any of its or their respective officers, directors or employees Representatives to, and shall use their commercially reasonable efforts to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them or any of their respective Subsidiaries not to, directly or indirectly through another person, (ia) solicit, initiate or initiate, encourage (including by way of furnishing information) or take any action knowingly to facilitate the submission of any inquiries, proposals or offers (whether or not in writing) from any person relating to, (i) any acquisition or purchase of 15% or more of the consolidated assets of the Company and its subsidiaries or of 15% or more of any class of equity securities of the Company or any of its subsidiaries, (ii) any tender offer (including a self tender offer) or exchange offer that if consummated would result in any person beneficially owning 15% or more of any class of equity securities of the Company or any of its subsidiaries (including through the ownership of securities convertible or exercisable into or exchangeable for equity securities of the Company), (iii) any merger, consolidation, business combination, sale of substantially all the assets, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its subsidiaries whose assets, individually or in the aggregate, constitute 15% or more of the consolidated assets of the Company, or (iv) any other transaction the consummation of which would or would reasonably be expected to impede, interfere with, prevent or materially delay the Merger (any of the foregoing, a "Transaction Proposal"), or knowingly take agree to or endorse any other action designed to facilitate, any Alternative Transaction (as hereinafter defined)Proposal, or (iib) enter into or participate in any discussions or negotiations regarding any Alternative Transactionof the foregoing, or furnish to any other person any information with respect to its business, properties or assets in connection with any of the foregoing, or otherwise cooperate in any way with, or knowingly assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek any of the foregoing; provided, however, that ifthe foregoing shall not prohibit the Company, at any time prior to the time receipt of the Qwest Stockholders' Approval Company Stockholder Approval, (A) from complying with Rule 14e-2 and Rule 14d-9 under the Exchange Act with regard to a bona fide tender offer or the U S WEST Stockholders' Approval exchange offer or (B) from participating in negotiations or discussions with or furnishing information to any person in connection with an unsolicited bona fide Transaction Proposal which is obtained, submitted in writing by such person to the Board of Directors of Qwest or U S WESTthe Company after the date of this Agreement and prior to the Company Stockholder Approval; provided further, as the case may be, determines in good faithhowever, that prior to provide participating in any such information discussions or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal furnishing any information, (as i) the Company receives from such person an executed confidentiality agreement on terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject less favorable to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to Company than the Confidentiality Agreement dated July 8Agreement, 1999 between the Parties, (x) furnish information with respect a copy of which shall be provided to Qwest or U S WEST, as the case may beParent, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoing.ii)

No Solicitation. (a) From and after Except as contemplated by Section 5.13, neither Stockholder, the date hereof, Qwest and U S WEST shall not, Company nor shall they permit any of their respective Subsidiaries toor affiliates shall, nor shall they Stockholder, the Company or any of their respective Subsidiaries or affiliates authorize or permit any of their respective officers, directors managing directors, directors, employees, representatives or employees to, and shall use their commercially reasonable efforts agents (including but not limited to cause any investment banker, financial advisor, attorney, accountants accountant or other representatives retained by them representative or any of their respective Subsidiaries not agent) to, directly or indirectly through another personindirectly, (ia) solicit, initiate or initiate, encourage (including by way of furnishing informationinformation or assistance), or knowingly take any other action designed to facilitate, any Alternative Transaction inquiry or the making of any proposal or offer (as hereinafter definedincluding any proposal or offer to any of its shareholders) (i) with respect to any acquisition or sale of all or any significant portion of the assets of, or any equity interest in (whether newly-issued equity interests or outstanding equity interests), the Company and its Subsidiaries, taken as a whole, or any tender offer (including a self tender offer) or exchange offer, merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of the Company's Subsidiaries or (ii) which could reasonably be expected to impede, frustrate, prevent, delay or nullify any of the transactions contemplated by this Agreement or to materially diminish the benefits to Purchaser of the transactions contemplated by this Agreement or (b) enter into or participate in any discussions or negotiations regarding any Alternative Transactionof the foregoing, or in the furtherance of any inquiries regarding any of the foregoing, or furnish to any other Person any information with respect to its business, properties or assets or any of the foregoing; provided, howeverthat the foregoing clauses (a) and (b) shall not prohibit the Company's Supervisory Board or Board of Management from (i) furnishing information concerning the Company and its business, properties or assets to a third party who has made a bona fide written transaction proposal, which is not subject to any material contingencies relating to financing, in response to a request for such information, pursuant to a confidentiality agreement on terms no less favorable to the Company than the Confidentiality Agreement, so long as neither such request for information nor such transaction proposal was solicited, initiated, encouraged or facilitated in violation of clause (a) above, (ii) engaging in discussions or negotiations with such a third party who has made such a transaction proposal or (iii) following receipt of such a transaction proposal, taking and disclosing to its shareholders a position contemplated by Rule 14e-2(a) under the Exchange Act or applicable Dutch Law or disclosing to its shareholders information required by Schedule 14D-9, in each case to the extent permitted by the last sentence of Section 1.8(a); provided, further, that ifany such action referred to in the foregoing clauses (i) and (ii) may be taken by the Company only if its Board of Management or Supervisory Board, at any time prior as applicable, shall have concluded in good faith and on the basis of advice (x) from the Company's financial advisors, that such transaction proposal involves consideration to the time Company's shareholders that is superior to the Qwest Stockholders' Approval Offer Consideration, and (y) from outside counsel that failure to take such action would constitute a breach of the fiduciary duties of such Boards under Dutch Law; and provided, further, that the Company shall not take any of the foregoing 57 50 actions referred to in clauses (i) through (iii) until after providing prior written notice to Purchaser. If the Company or the U S WEST Stockholders' Approval is obtained, Stockholder or the Board of Directors Management or Supervisory Board of Qwest either such party receives an inquiry, proposal or U S WESToffer relating to any of the foregoing, then the Company or Stockholder, as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal shall orally (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (xwithin one Business Day) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing (as promptly as practicable) inform Purchaser of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person Person making such request or proposalit. Each of Qwest the Company and U S WEST Stockholder agrees that it will keep the other Party reasonably informed immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the status (including amendments or proposed amendments) of such request or proposal on a current basisforegoing. Each of Qwest the Company and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion Stockholder agrees that it will take the necessary steps to promptly inform the individuals or negotiation with any persons conducted heretofore by them or their representatives with respect entities referred to in the foregoingfirst sentence of this Section 5.5 of the obligations undertaken in this Section 5.5.

No Solicitation. (a) From and after the date hereofof this Agreement and ending on the earlier of the Acquisition Closing and the valid termination of this Agreement in accordance with Section 9.01, Qwest and U S WEST the Company shall not, nor and shall they permit cause the Company Subsidiaries not to and shall direct its and their respective Representatives acting on its or their behalf not to, directly or indirectly, (i) enter into, solicit, initiate, knowingly facilitate, knowingly encourage or continue any discussions or negotiations with, or knowingly encourage any inquiries or proposals by, or participate in any negotiations with, or provide any information to, or otherwise cooperate in any way with, any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, concerning any (w) sale of any material assets of the Company and its Subsidiaries, taken as a whole, except for transactions permitted pursuant to Section 6.01(b)(iii)(B), (x) sale of any Equity Securities of the Company or any Company Subsidiary, except for those sales permitted pursuant to Section 6.01(b)(iii)(A), or (y) merger, joint venture, consolidation, liquidation, dissolution or similar transaction involving the Company and its Subsidiaries, taken as a whole (each, an “Alternative Transaction”), (ii) 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 any of their respective the Company Subsidiaries toin connection with any proposal or offer that could reasonably be expected to lead to an Alternative Transaction, nor shall they (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Alternative Transaction, (iv) approve, endorse, recommend, execute or enter into any agreement in principle, confidentiality agreement, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other arrangement relating to any Alternative Transaction or any proposal or offer that could reasonably be expected to lead to an Alternative Transaction, (v) commence, continue, permit or renew any due diligence investigation regarding any Alternative Transaction, or (vi) resolve or agree to do any of the foregoing or otherwise authorize or permit any of their respective officers, directors its controlled affiliates or employees toRepresentatives to take any such action. The Company shall, and shall use their commercially reasonable efforts cause the Company Subsidiaries to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them or any of and shall direct its and their respective Subsidiaries not controlled affiliates and Representatives acting on its behalf to, directly immediately cease any and all existing discussions or indirectly through another person, (i) solicit, initiate or encourage (including by way of furnishing information), or knowingly take negotiations with any other action designed person conducted heretofore with respect to facilitate, any Alternative Transaction (as hereinafter defined), or (ii) participate in any discussions regarding any Alternative Transaction; provided, however, . The Company also agrees that if, at any time it will promptly request each special purpose acquisition corporation that has prior to the time the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtained, the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining date hereof executed a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with its consideration of an Alternative Transaction, the material terms and conditions of Transaction to return or destroy all confidential information furnished to such request person by or proposal and the identity on behalf of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect Company prior to the foregoingdate hereof.

No Solicitation. (ai) From and after the date hereof, Qwest and U S WEST The Company shall not, nor and shall they not permit any of their respective its Subsidiaries to, nor shall they authorize or permit any of their respective officers, directors or employees to, and shall use their commercially reasonable efforts to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them or any of their respective Subsidiaries not to, (whether directly or indirectly through another personadvisors, agents or other intermediaries), and the Company shall not, and shall not permit any of its Subsidiaries to, authorize or knowingly permit any of its or their officers, directors, agents, representatives, advisors or Subsidiaries (iall of the foregoing parties being referred to as the "Restricted Parties") to solicit, initiate or knowingly encourage the submission of inquiries, proposals or offers from any Third Party relating to (A) any acquisition of 5% or more of the consolidated assets of the Company and its Subsidiaries or of over 5% of any class of equity securities of the Company or any of its Subsidiaries, (B) any tender offer (including by way a self tender offer) or exchange offer that if consummated would result in any Third Party beneficially owning 5% or more of furnishing information)any class of equity securities of the Company or any of its Subsidiaries, (C) any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute more than 5% of the consolidated assets of the Company, other than the Transactions or (D) any other transaction the consummation of which would, or knowingly take any other action designed to facilitatecould reasonably be expected to, any Alternative Transaction (as hereinafter defined)impede, interfere with, prevent or materially delay the Merger or which would, or could reasonably be expected to, materially dilute the benefits to AAC of the Transactions (iicollectively, the "Acquisition Proposals" and which, if consummated, will be an "Acquisition Transaction") or enter into or participate in any discussions (except as may be necessary to inform a Third Party of the provisions of this Section 5(k)) or negotiations regarding any Alternative Transactionof the foregoing, or furnish to any Third Party any information with respect to the business, properties or assets of the Company in connection with the foregoing, or otherwise cooperate in any way with, or knowingly assist or participate in, facilitate or encourage, any effort or attempt by any Third Party to do or seek any of the foregoing; provided, however, that ifthe provisions of this Section 5(k) shall not limit or prohibit any of the Restricted Parties from (x) engaging in discussions or negotiations with such a Third Party who has made a Superior Acquisition Proposal, at any time prior to the time the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtained, but only if the Board of Directors of Qwest or U S WESTthe Company, as the case may beafter consultation with and advice from its outside counsel, determines in good faithfaith that, that to provide in the exercise of its fiduciary responsibilities, such discussions or negotiations should be commenced or such information should be furnished or such facilitation, cooperation, encouragement or participation undertaken; (y) furnishing information pursuant to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal an appropriate and customary confidentiality letter (as such terms are defined in Section 6.02 hereof), as the case may be, that was which shall not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement be substantially similar to less restrictive than the Confidentiality Agreement dated July 8Agreement) concerning the Company or any Subsidiary thereof and its businesses, 1999 between properties or assets to a Third Party who has made a Superior Acquisition Proposal as to which a prior determination of the Parties, Board of Directors of the Company as contemplated under clause (x) furnish information with respect to Qwest or U S WESTabove has been made; provided, as further, that (1) the case may beBoard of Directors of the Company shall not, and shall not authorize any officers or representatives to, take any of the foregoing actions until notice to AAC of the Company's intent to take such action shall have been given; and (y2) engage if the Board of Directors of the Company receives a Superior Acquisition Proposal, to the extent it may do so without breaching its fiduciary duties as determined in discussion good faith after consultation with its outside counsel, and negotiations regarding without violating any of the conditions of such proposal. Each of Qwest and U S WEST Superior Acquisition Proposal, then the Company shall promptly notify the other Party orally and in writing inform AAC of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person Third Party making it; or (z) taking a position on a tender offer by a Third Party, as required by Rule 14e-2 under the Securities Exchange Act (provided no such request position shall constitute a recommendation of such transaction if it does not constitute a Superior Acquisition Proposal) or proposalcomplying with its duties of disclosure under applicable state law. Each of Qwest and U S WEST will keep the other Party reasonably informed As of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST date hereof, the Company shall immediately cease and terminate shall cause each of its Subsidiaries and its and their advisors, agents and other intermediaries to cease, any and all existing solicitationactivities, initiation, encouragement activity, discussion discussions or negotiation negotiations with any persons Third Party conducted heretofore by them or their representatives with respect to any of the foregoing; provided that the limitation set forth in this sentence shall not restrict the Company from engaging in any such activities with such a Third Party who hereafter makes a Superior Acquisition Proposal so long as the Company has complied with the provisions of this Section 5(k).

No Solicitation. (a) From Except as permitted by this Section 5.3, the Company shall and shall cause each of its Subsidiaries and its and their respective officers and directors to, and cause its other Representatives to (i) immediately cease any direct or indirect solicitations, discussions or negotiations with any Persons with respect to 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 (ii) from and after the date hereofhereof until the Offer Acceptance Time or, Qwest and U S WEST shall if earlier, the termination of this Agreement in accordance with Article VII, not, nor shall they permit any of their respective Subsidiaries to, nor shall they authorize or permit any of their respective officers, directors or employees to, and shall use their commercially reasonable efforts to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them or any of their respective Subsidiaries not to, directly or indirectly through another person(A) initiate, (i) solicit, initiate knowingly or overtly encourage or facilitate (including by way providing information) the submission of furnishing information)any proposals, offers or inquiries regarding, or the making of any proposal or offer that relates to or could reasonably be expected to lead to, a Takeover Proposal, (B) engage in, continue or otherwise participate in, knowingly take encourage or facilitate any discussions or negotiations (including providing any data room access) regarding, or furnish to any other action designed to facilitatePerson any non-public information in connection with, any Alternative Transaction (as hereinafter defined)or for the purpose of encouraging, a Takeover Proposal, or (iiC) participate enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement providing for a Takeover Proposal. The Company shall promptly (and in any discussions regarding any Alternative Transaction; providedevent within two (2) Business Days hereof) request in writing to each Person that has, howeversince June 30, that if, at any time 2016 and prior to the time the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtained, the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach date of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining Agreement executed a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transactionits consideration of a proposed Takeover Proposal to, in accordance with the material terms and conditions of such request agreement, return or proposal and destroy all confidential information furnished prior to the identity execution of this Agreement to or for the benefit of such Person by or on behalf of the person making Company or any of its Subsidiaries (other than any Persons to whom the Company has made such a request prior to the date hereof to the extent such Person has confirmed to the Company the request was complied with). The Company may not waive or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments release any preexisting explicit or proposed amendments) of such request implicit standstill provisions or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation similar agreements with any persons conducted heretofore by them Person or their representatives with respect group of Persons that has the effect of prohibiting the counterparty thereto from making a private Takeover Proposal to the foregoingCompany Board unless the failure to do so is inconsistent with the fiduciary duties owed by the Company Board to the Company’s stockholders under applicable Law, as determined in good faith by the Company Board after consultation with outside legal counsel.

No Solicitation. (a) From and after the date hereofof this Agreement, Qwest until the earlier of the Closing or the termination of this Agreement pursuant to Article VIII, the Stockholder and U S WEST the Sellers shall not, nor and the Sellers shall they permit any of their respective Subsidiaries to, nor shall they authorize or permit any of cause their respective officers, directors or employees todirectors, employees, agents, representatives, advisors and shall use their commercially reasonable efforts to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them or any of their respective Subsidiaries stockholders not to, directly or indirectly through another person, (ia) solicit, initiate or encourage (including by way of furnishing information), or knowingly take any other action designed to facilitatefacilitate the submission of any inquiry, proposal or offer from any Alternative Transaction Person relating to (as hereinafter definedi) any purchase, lease, pledge, license or other acquisition of any of the assets of the Sellers or of any capital stock or options of, or other equity interests in, the Sellers, whether by any merger, consolidation, business combination, asset sale, stock issuance, recapitalization, reorganization, liquidation, dissolution or any other transaction (other than the transactions contemplated hereby), or (ii) any other transaction the consummation of which could reasonably be expected to impede, interfere with, prevent or delay the transactions contemplated hereby or which would or could reasonably be expected to dilute the benefits to the Purchaser of the transactions contemplated hereby (collectively, “Transaction Proposals”), (b) agree to or endorse any Transaction Proposal, or (c) enter into or participate in any discussions or negotiations regarding any Alternative Transaction; providedTransaction Proposal, however, that if, at or furnish to any time prior other Person any information with respect to the time the Qwest Stockholders' Approval any Transaction Proposal or the U S WEST Stockholders' Approval Business, or otherwise cooperate in any way with, or assist, participate in, facilitate or encourage, any effort or attempt by any other Person to submit or otherwise act in furtherance of a Transaction Proposal. Without limiting any of the foregoing provisions of this Section 6.6, it is obtained, understood that any violation of the Board of Directors of Qwest or U S WEST, as the case may be, determines restrictions set forth in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal this Section 6.6 by any stockholder (as such terms are defined in Section 6.02 hereofother than either Stockholder), as director or executive officer of either of the case may beSellers or by any investment banker, that was not initially solicited by it and that did not otherwise result from financial adviser, attorney, accountant or other Representative of either of the Sellers shall be deemed to be a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to 6.6 by the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoingSellers.

No Solicitation. (a) From and after the date hereofof this Agreement, Qwest and U S WEST until the earlier of the Closing or the termination of this Agreement pursuant to Article VIII, the Seller Parties shall not, nor and each Seller Party shall they permit any of their respective Subsidiaries to, nor shall they authorize or permit any of their respective cause its officers, directors or employees toemployees, representatives and shall use their commercially reasonable efforts to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them or any of their respective Subsidiaries partners not to, directly or indirectly through another person, (ia) solicit, initiate or encourage (including by way of furnishing information), or knowingly take any other action designed to facilitatefacilitate the submission of any inquiry, proposal or offer from any Alternative Transaction Person relating to (as hereinafter definedi) any purchase, lease, pledge, license or other acquisition of any of the Assets, or of any shares of capital stock or options of, or other equity interests in, either Seller Party that, individually or in the aggregate, would result in the acquisition by any Person of beneficial ownership of more than 50% of the then-outstanding equity interests entitled to vote, whether by any merger, consolidation, business combination, asset sale, stock issuance, recapitalization, reorganization, liquidation, dissolution or any other transaction (other than the transactions contemplated hereby), or (ii) any other transaction the consummation of which could reasonably be expected to impede, interfere with, prevent or delay the transactions contemplated hereby or which would or could reasonably be expected to dilute the benefits to the Purchasers of the transactions contemplated hereby (collectively, “Transaction Proposals”), (b) agree to or endorse any Transaction Proposal, or (c) enter into or participate in any discussions or negotiations regarding any Alternative Transaction; providedTransaction Proposal, however, that if, at or furnish to any time prior other Person any information with respect to the time the Qwest Stockholders' Approval any Transaction Proposal or the U S WEST Stockholders' Approval Business, or otherwise cooperate in any way with, or assist, participate in, facilitate or encourage, any effort or attempt by any other Person to submit or otherwise act in furtherance of a Transaction Proposal. Without limiting any of the foregoing provisions of this Section 6.6, it is obtained, understood that any violation of the Board restrictions set forth in this Section 6.6 by any Representative of Directors of Qwest or U S WEST, as the case may be, determines in good faith, that either Seller Party shall be deemed to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from be a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoing.6.6

No Solicitation. (a) From and after Neither the date hereof, Qwest and U S WEST shall notCompany nor any of its --------------- Subsidiaries shall, nor shall they permit it or any of their respective its Subsidiaries to, nor shall they authorize or permit any of their respective officers, directors or employees Agents to, and shall use their commercially reasonable efforts to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them or any of their respective Subsidiaries not to, directly or indirectly through another person, (i) solicit, initiate or initiate, encourage (including by way of furnishing information), ) or knowingly take any other action designed to facilitate, any Alternative inquiry or the making of any proposal which constitutes, or may reasonably be expected to lead to, any acquisition or purchase of a substantial amount of assets of, or any equity interest in, the Company or any of its Subsidiaries or any tender offer (including a self tender offer) or exchange offer, merger, consolidation, business combination, sale of substantially all assets, sale of securities, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries (other than the transactions contemplated by this Agreement) or any other material corporate transaction (other than transactions permitted pursuant to Section 4.2(b) of this Agreement) the consummation of which would or could reasonably be expected to impede, interfere with, prevent or materially delay the Merger (collectively, "Transaction (as hereinafter defined), Proposals") or agree to or endorse any Transaction Proposal or (ii) propose, enter into or participate in any discussions or negotiations regarding any Alternative Transactionof the foregoing, or furnish to any other Person any information with respect to its business, properties or assets or any of the foregoing, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing; provided, however, that ifthe foregoing clauses (i) and (ii) shall not prohibit the Company from (A) furnishing information pursuant to an appropriate confidentiality letter concerning the Company and its businesses, at any time prior properties or assets to the time the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtained, a third party who the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions Company has a reasonable basis for determining is reasonably likely to result in make a Qwest Superior Proposal or a U S WEST Superior Qualified Transaction Proposal (as such terms are defined in Section 6.02 hereofbelow), as (B) engaging in discussions or negotiations with such a third party who has made a Qualified Transaction Proposal or (C) following receipt of a Qualified Transaction Proposal, taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act or changing the Recommendation, but in each case may be, that was not initially solicited by it and that did not otherwise result from referred to in the foregoing clauses (A) through (C) only after the Board of Directors of the Company concludes in good faith following receipt of a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject written opinion addressed to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar Company from outside counsel to the Confidentiality Agreement dated July 8, 1999 between Company that such action is reasonably necessary for the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each Board of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity Directors of the person making such request or proposalCompany to comply with its fiduciary obligations to stockholders under applicable law. Each If the Board of Qwest and U S WEST will keep the other Party reasonably informed Directors of the status (including amendments or proposed amendments) of such request or proposal on Company receives a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoing.Transaction Proposal,

No Solicitation. (a) From Unless and after the date until this Agreement shall have been terminated in accordance with Article XII hereof, Qwest Sellers agree and U S WEST shall notcovenant that neither they nor any Affiliate thereof shall, nor shall they permit any of their respective Subsidiaries to, nor shall they authorize or permit any of their respective officers, directors or employees todirectors, and shall use their commercially reasonable efforts to cause any affiliates, employees, agents, investment bankerbankers, financial advisoradvisors, attorneyattorneys, accountants accountants, brokers, finders, consultants or other representatives retained by them or any of their respective Subsidiaries not (each, a “Representative”) to, directly or indirectly through another personindirectly, (i) invite, initiate, solicit, initiate encourage or encourage facilitate (including by way of furnishing information)nonpublic information or assistance) any inquiries, proposals, discussions or negotiations or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders) with respect to, or knowingly take any other action designed that may reasonably be expected to facilitatelead to, any Alternative Transaction direct or indirect (as hereinafter defined)i) merger, consolidation, business combination, reorganization, recapitalization, liquidation, dissolution or similar transaction involving any Seller, (ii) participate any sale, lease, exchange, mortgage, pledge, transfer or other disposition of the Business or any assets of any of the Sellers or any of their Affiliates owned, held or used in connection with, or necessary for, the operation of the Business, in one or a series of transactions (other than dispositions in the ordinary course of business consistent with past practice), (iii) any tender offer, share exchange or exchange offer or other similar transaction or series of transactions that, if consummated, would relate to 15% or more of the outstanding shares of Parent Common Stock or (iv) any transaction which would make consummation of the Asset Sale reasonably unlikely to occur (each, an “Acquisition Proposal”) or engage in any discussions regarding or negotiations with any Alternative Transaction; providedPerson with respect to, howeveror that may reasonably be expected to lead to, an Acquisition Proposal, or enter into any letter of intent, agreement in principle or agreement relating to an Acquisition Proposal, or propose publicly to do any of the foregoing. Without limiting the foregoing, it is agreed that ifany violation of any of the restrictions set forth in this Section 5.04(a) by any Representative of Seller, at whether or not such Person is purporting to act on behalf of any time prior Seller or otherwise, shall be deemed to the time the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtained, the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in be a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach violation of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoing5.04(a).

No Solicitation. (a) From and after the date hereof, Qwest and U S WEST shall The Company will not, nor shall they and will not permit or cause any of their respective Subsidiaries to, nor shall they authorize its subsidiaries or permit any of their respective officers, the officers and directors of it or employees its subsidiaries to, and shall use their commercially reasonable efforts to cause direct it and its subsidiaries' employees, agents and representatives (including any investment banker, financial advisor, attorney, accountants attorney or other representatives accountant retained by them it or any of their respective Subsidiaries its subsidiaries) not to, directly or indirectly through another personindirectly, (i) initiate, solicit, initiate encourage, participate in or encourage otherwise facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization, share exchange, tender offer, consolidation or similar transaction involving, or any purchase of 15% or more of the assets or any equity securities of, the Company or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"). The Company will not, and will not permit or cause any of its subsidiaries or any of the officers and directors of it or its subsidiaries to, and shall direct it and its subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by way it or any of furnishing information)its subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, or knowingly take provide any other action designed to facilitateconfidential information or data to, or have any discussions with, any Alternative Transaction (as hereinafter defined)person relating to an Acquisition Proposal, whether made before or after the date of this Agreement, or (ii) participate in otherwise facilitate any discussions regarding any Alternative Transactioneffort or attempt to make or implement an Acquisition Proposal; provided, however, that if, nothing contained in this Agreement shall prevent the Company or the Company Board from (i) complying with Rules 14e-2 and 14d-9 promulgated under the Exchange Act with regard to an Acquisition Proposal or (ii) at any time prior to the time earlier to occur of (x) payment for shares of Company Common Stock pursuant to the Qwest Stockholders' Approval Offer or (y) the U S WEST Stockholders' Approval is obtainedapproval of the Merger by the requisite vote of the shareholders of the Company, the Board of Directors of Qwest or U S WEST, as the case may be, determines (A) providing information in good faith, that response to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or request therefor by a U S WEST Superior person who has made an unsolicited bona fide written Acquisition Proposal (so long as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that proposal did not otherwise result from a breach of this Section 5.036.02) if the Company Board receives from the person so requesting such information an executed confidentiality agreement with customary terms; or (B) engaging in any negotiations or discussions with any person who has made an unsolicited bona fide written Acquisition Proposal, U S WEST or Qwest, as applicable, may, subject if and only to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Partiesextent that, (x) furnish information in each such case referred to in clause (A) or (B) above, the Company Board determines in good faith after consultation with respect outside legal counsel that such action is necessary in order for its directors to Qwest or U S WEST, as the case may be, comply with their fiduciary duties under applicable law and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and case referred to in writing of any request for information or of any proposal in connection with an Alternative Transactionclause (B) above, the material terms Board of Directors of the Company determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal is reasonably likely to be consummated, taking into account all legal, financial and conditions regulatory aspects of such request or the proposal and the identity of the person making the proposal and would, if consummated, result in a more favorable transaction than the transaction contemplated by this Agreement (any such request more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"); provided, however, that the Company may not, except as permitted by Section 6.02(b) below, withdraw or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments modify, or proposed amendments) of such request propose to withdraw or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitationmodify, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives its position with respect to the Offer or the Merger or approve or recommend, or propose to approve or recommend any Acquisition Proposal, or enter into any agreement with respect to any Acquisition Proposal. The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section 6.02.

No Solicitation. The Stockholders, the Company, its Subsidiaries and their officers, directors, employees, representatives and agents shall immediately cease any discussions or negotiations with any parties that may be ongoing with respect to a Third Party Acquisition Proposal (a) From and after as defined below). Neither the date hereof, Qwest and U S WEST shall notCompany or any Subsidiary nor any of the Stockholders shall, nor shall they permit any of their respective Subsidiaries Affiliates to, nor shall they authorize or permit any of their respective officers, directors or employees to, and shall use their commercially reasonable efforts to cause or any investment banker, financial advisor, attorney, accountants attorney or other advisor or representatives retained by them or any of their respective Subsidiaries not to, directly or indirectly through another person, Affiliates to (i) solicit, initiate or knowingly encourage (including by way of furnishing information), or knowingly take any other action designed to facilitatethe submission of, any Alternative Transaction (as hereinafter defined)Third Party Acquisition Proposal, or (ii) participate in any discussions regarding or negotiations regarding, or furnish to any Alternative Transaction; provided, however, that if, at person any time prior to the time the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtained, the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish non-public information with respect to, or take any other action knowingly to Qwest facilitate any inquiries or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or making of any proposal in connection with an Alternative Transactionthat constitutes, the material terms and conditions or may reasonably be expected to lead to, any Third Party Acquisition Proposal. For purposes of such request this Agreement, "Third Party Acquisition Proposal" means any inquiry, proposal or proposal and the identity offer from any person relating to any direct or indirect acquisition or purchase of all or a portion or more of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed assets of the status Company or any Subsidiary or all or a portion of any class of equity securities of the Company or any Subsidiary (including amendments other than Excluded Assets) or proposed amendments) any offer to acquire or purchase that if consummated would result in any person beneficially owning all or a portion of such request any class of equity securities of the Company or proposal on a current basis. Each any Subsidiary, or any merger, consolidation, business combination, sale of Qwest and U S WEST shall immediately cease and terminate assets, recapitalization, liquidation, dissolution or similar transaction involving the Company or any existing solicitationSubsidiary, initiationother than the transactions contemplated by this Agreement, encouragement activityor any other transaction the consummation of which could reasonably be expected to impede, discussion interfere with, prevent or negotiation with any persons conducted heretofore by them delay, or their representatives with respect dilute materially the benefits to GRS of the foregoingtransactions contemplated hereby.

No Solicitation. (a) From and after the date hereof, Qwest and U S WEST The Company shall not, nor shall they it permit any of their respective Subsidiaries toits Subsidiaries, nor shall they authorize or permit any officer, director, employee, agent or representative of the Company or any of their respective officersits Subsidiaries (including, directors or employees towithout limitation, and shall use their commercially reasonable efforts to cause any investment banker, financial advisor, attorney, accountants attorney or other representatives accountant retained by them the Company or any of their respective Subsidiaries not toits Subsidiaries) (collectively, "Representatives"), directly or indirectly through another personindirectly, to (i) solicit--------------- initiate, initiate solicit or encourage (including any inquiries or proposals that constitute, or could reasonably be expected to lead to, a proposal or offer for a merger, consolidation, business combination, sale of assets representing a substantial portion of the assets of the Company and its Subsidiaries, taken as a whole, or a sale of shares representing 20% or more of the capital stock of the Company, including, without limitation, by way of furnishing informationa tender offer or exchange offer by any person for 20% or more of the shares of capital stock of the Company, other than the Merger and the other transactions contemplated by this Agreement (the "Transactions") (any of the foregoing inquiries or proposals ------------ being referred to in this Agreement as an "Alternative Proposal"), (ii) engage -------------------- in negotiations or knowingly discussions concerning, or provide to any person or entity any non-public information or data relating to the Company or any of its Subsidiaries for the purposes of, or otherwise cooperate with or assist or participate in, facilitate or encourage, any inquiries relating to or the making of any Alternative Proposal, (iii) agree to, approve or recommend any Alternative Proposal or (iv) take any other action designed inconsistent with the obligations and commitments of the Company pursuant to facilitate, any Alternative Transaction (as hereinafter defined), or (ii) participate in any discussions regarding any Alternative Transactionthis Section 5.3; provided, however, that ifnothing contained in this Agreement shall prevent the Company or its Board of Directors from (A) furnishing non-public information to, at or entering into discussions or negotiations with, any time person or entity in connection with an unsolicited bona fide written Alternative Proposal (for which financing, to the extent required, is then committed or which, in the good faith judgment of the Company's board of directors after consultation with the Company's financial advisor, is reasonably capable of being obtained) to the Company or its stockholders from persons other than Parent and its affiliates (a "Third Party"), if and only to the extent that (1) the Board of Directors of the ----------- Company, by action of a majority of the members of the Board of Directors who are not affiliated with either the Parent or the person making such Alternative Proposal or their respective affiliates, determines in good faith, after consultation with the Company's outside counsel and its financial advisors, that (x) such Alternative Proposal is more favorable from a financial point of view to the Company's stockholders than the Merger and the other Transactions and (y) failure by the Board of Directors to furnish such information to or enter into discussions or negotiations with such Third Party could reasonably be expected to result in a breach of its fiduciary duties to the Company's stockholders under applicable law, and (2) prior to the time the Qwest Stockholders' Approval furnishing such non-public information to, or the U S WEST Stockholders' Approval is obtainedentering into discussions or negotiations with, such Third Party, the Board of Directors of Qwest the Company receives from such person or U S WESTentity an executed confidentiality agreement with terms no less favorable to such party than those contained in the Confidentiality Agreement; or (B) complying with Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal or making any other public disclosure that, as based upon advice of the case may beCompany's outside counsel, the Board of Directors determines in its good faithfaith judgment is required by applicable law, rule or regulation; provided, that prior to provide making any such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as other public disclosure the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject Company shall to the Party receiving extent reasonably practicable inform the Qwest Superior Proposal Parent that it intends to make such disclosure. The Company will immediately cease and cause to be terminated any existing activities, discussions or U S WEST Superior Proposal, as negotiations by the case may be, giving the other Party written notice of Company or its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information Representatives with any parties conducted heretofore with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each any of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoing.

No Solicitation. (a) From and after the date hereof, Qwest and U S WEST The Company shall not, nor and the Company shall they permit any of their respective Subsidiaries to, nor shall they authorize or permit any of their respective officers, directors or employees to, and shall use their commercially reasonable efforts to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them or any of their respective Subsidiaries its Representatives not to, directly or indirectly through another person, (i) directly or indirectly solicit, initiate or knowingly encourage or knowingly facilitate (including by way of furnishing providing information)) any inquiries, proposals or offers, or knowingly the making of any submission or announcement of any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to a Company Takeover Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person regarding, furnish to any Person any information or afford access to the business, properties, assets, books or records of the Company to, or take any other action designed to facilitateassist or knowingly facilitate or knowingly encourage any effort by any Person, in each case, in connection with or in response to any inquiry, offer or proposal that constitutes, or could reasonably be expected to lead to, any Alternative Transaction (as hereinafter defined), or (ii) participate in any discussions regarding any Alternative Transaction; provided, however, that if, at any time prior to the time the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtained, the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Company Takeover Proposal (as such terms are defined other than, solely in Section 6.02 hereof), as the case may be, that was not initially solicited by it and response to an inquiry that did not otherwise result from a breach of this Section 5.036.02(a), U S WEST to refer the inquiring person to this Section 6.02 and to limit its conversation or Qwestother communication exclusively to such referral), as applicableor (iii) resolve or agree to do any of the foregoing. The Company shall, mayand shall cause its directors and officers to, subject and shall use its reasonable best efforts to cause its other Representatives to, immediately (A) cease and cause to be terminated all solicitations, discussions and negotiations regarding any inquiry, proposal, discussions or offer pending on the Agreement Date that constitutes, or could reasonably be expected to lead to, a Company Takeover Proposal, (B) request the prompt return or destruction of all confidential information previously furnished to any Person in connection with a possible Company Takeover Proposal and (C) terminate access to any physical or electronic data rooms relating to a possible Company Takeover Proposal. Notwithstanding anything to the Party receiving contrary contained in the Qwest foregoing or any other provision of this Agreement, at any time during the Pre-Closing Period, in response to a bona fide written Company Takeover Proposal that did not result from a breach of this Section 6.02(a) and that was first made after the Agreement Date, in the event that the Company Board determines, in good faith, after consultation with its outside counsel and financial advisor, that (x) such Company Takeover Proposal either constitutes a Superior Company Proposal or U S WEST would reasonably be expected to lead to a Superior Company Proposal and (y) the failure to take any such action described in clauses (I), (II) and (III) below would be inconsistent with its fiduciary duties under applicable Law (a “Qualifying Company Takeover Proposal”), the Company may (I) enter into an Acceptable Confidentiality Agreement with any Person or group making such Qualifying Company Takeover Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (xII) furnish information with respect to Qwest the Company to the Person or U S WEST, group of Persons making such Qualifying Company Takeover Proposal and its or their Representatives pursuant to an Acceptable Confidentiality Agreement so long as the case may be, and Company concurrently or as promptly as practicable (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal event, within 24 hours) thereafter provides Parent, in connection accordance with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate Confidentiality Agreement, any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives non-public information with respect to the foregoing.Company furnished to such other Person or group of Persons to the extent access to such information is not then available to Parent and its Representatives and (III) participate in discussions or negotiations with such Person or group of Persons and

No Solicitation. (a) From and after After the date hereofof this Agreement and until the earlier of the Effective Time and the termination of this Agreement, Qwest the Company will cease and U S WEST shall notcause to be terminated any discussions or negotiations with any Person or its Affiliates, directors, officers, managers, employees, consultants, agents, Financing Sources, attorneys, accounting, representatives and other advisors that would be prohibited by this Section 5.8, request the prompt return or destruction of all non-public information concerning the Company or its Subsidiaries theretofore furnished to any such Person with whom a confidentiality agreement was entered into at any time within the six month period immediately preceding the date of this Agreement and will (A) cease providing any further information with respect to the Company or any Acquisition Proposal to any such Person or its directors, officers, managers, employees, consultants, financial advisors, attorneys, accountants and other advisors and representatives (the “Representatives”); and (B) terminate all access granted to any such Person and its Representatives to any physical or electronic data room. After the date of this Agreement and until the earlier of the Effective Time and the termination of this Agreement, neither the Company nor shall they permit any of their respective its Subsidiaries toshall, nor and the Company shall they not instruct, authorize or knowingly permit any of their respective officers, directors or employees to, its and shall use their commercially reasonable efforts to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them or any of their respective Subsidiaries not its Subsidiaries’ Representatives to, directly or indirectly through another person, (i) solicit, initiate initiate, propose or encourage (including by way of furnishing information)induce the making of, or knowingly take any other action designed to facilitateencourage, any Alternative Transaction (as hereinafter defined)proposal, inquiry or offer that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal; (ii) engage in, continue or otherwise participate in any external discussions regarding or negotiations regarding, or provide any Alternative Transaction; providednon-public information or data, however, that if, at any time prior or afford access to the time business, employees, properties, assets, books, or records of the Qwest Stockholders' Approval Company, to any Person (other than to Parent, MergerSub or the U S WEST Stockholders' Approval is obtainedany designees of Parent or MergerSub) relating to, the Board of Directors of Qwest or U S WESTthat would reasonably be expected to lead to, as the case may beany Acquisition Proposal; (iii) knowingly facilitate any effort or attempt to make an Acquisition Proposal; (iv) approve, determines in good faithendorse or recommend any proposal that constitutes, that to provide such information or to participate in such negotiations or discussions is reasonably likely expected to result in a Qwest Superior Proposal lead to, an Acquisition Proposal; or a U S WEST Superior (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Proposal (as except for a Comparable Confidentiality Agreement) (any such terms are defined in Section 6.02 hereof)letter of intent, as the case may bememorandum of understanding, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03merger agreement, U S WEST acquisition agreement or Qwest, as applicable, may, subject other Contract relating to the Party receiving the Qwest Superior Proposal or U S WEST Superior an Acquisition Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an “Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoingAcquisition Agreement”).

No Solicitation. (a) From and after Neither East nor any of the date hereof, Qwest and U S WEST shall notEast Subsidiaries shall, nor shall they permit East or any of their respective the East Subsidiaries to, nor shall they authorize or permit any of its or their respective officers, directors directors, agents, representatives, advisors or employees to, and shall use their commercially reasonable efforts to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them or any of their respective Subsidiaries not subsidiaries to, directly or indirectly through another person, (ia) solicit, initiate or encourage (including by way of furnishing information), or knowingly take any other action designed to facilitatefacilitate the submission of inquiries, proposals or offers from any person relating to any acquisition or purchase of a substantial amount of assets of East or any of the East Subsidiaries (other than in the ordinary course of business) or of over 9.8% of any class of equity securities of East or any of the East Subsidiaries or any tender offer (including a self tender offer) or exchange offer that if consummated would result in any person beneficially owning 9.8% or more of any class of equity securities of East or any of the East Subsidiaries, or any merger, consolidation, business combination, sale of substantially all assets, recapitalization, liquidation, dissolution or similar transaction involving East or any of the East Subsidiaries, other than the transactions contemplated by this Agreement, or any other transaction the consummation of which would or could reasonably be expected to impede, interfere with, prevent or materially delay the Merger (collectively, "East Alternative Transaction (as hereinafter defined)Proposals") or agree to or endorse any East Alternative Proposal, or (iib) enter into or participate in any discussions or negotiations regarding any Alternative Transactionof the foregoing, or furnish to any other person any information with respect to its business, properties or assets or any of the foregoing, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek any of the foregoing; provided, however, that ifthe foregoing shall not prohibit East from (i) furnishing information concerning East and its businesses, at any time prior properties or assets (pursuant to an appropriate confidentiality agreement customary under the circumstances) to a third party who has made an unsolicited East Alternative Proposal, (ii) engaging in discussions or negotiations with a third party who has made an unsolicited East Alternative Proposal, (iii) following receipt of an unsolicited East Alternative Proposal, taking and disclosing to its shareholders a position contemplated by Rule 14e- 2(a) under the Exchange Act or otherwise making disclosure to its shareholders, (iv) following receipt of an unsolicited East Alternative Proposal, failing to make or withdrawing or modifying its recommendation referred to in Section 3.24, and/or (v) engaging in discussions or negotiations with Shareholder regarding an unsolicited East Alterative Proposal from a third party, but in each case referred to in the foregoing clauses (i) through (iv) (not in the case of the foregoing clause (v)) only if and to the time extent that the Qwest Stockholders' Approval or East Board shall have concluded in good faith, after consulting with and considering the U S WEST Stockholders' Approval advice of outside counsel, that such action is obtainedrequired by the East Board in the exercise of its fiduciary duties to the shareholders of East under applicable law; provided, further, that the Board of Directors of Qwest or U S WEST, as East shall not take any of the case may be, determines foregoing actions referred to in good faith, that clauses (i) through (iv) (but not clause (v)) until after giving at least one business day's advance notice to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information West with respect to Qwest or U S WESTany of the actions specified in the foregoing clauses (i) through (iv) that it shall take. In addition, as if the case may beEast Board receives an unsolicited East Alternative Proposal, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST then East shall promptly notify the other Party orally and inform West in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person (or group) making such request or proposalit. Each of Qwest and U S WEST East will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any cause to be terminated all existing solicitationactivities, initiationdiscussions or negotiations, encouragement activityif any, discussion or negotiation with any persons parties (other than Shareholder) conducted heretofore by them or their representatives with respect to any of the foregoing. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in this Section 5.4(a) by any director or executive officer of East or any of its subsidiaries or by any investment banker, financial adviser, attorney, accountant, or other representative of East or any of its subsidiaries shall be deemed to be a breach of this Section by East.

No Solicitation. The Stockholders, the Company and each Subsidiary and their respective officers, directors, employees, representatives and agents shall immediately cease any discussions or negotiations with any parties that may be ongoing with respect to a Third Party Acquisition Proposal (a) From and after as defined below). Neither the date hereofCompany, Qwest and U S WEST shall notany Subsidiary nor any of the Stockholders shall, nor shall they permit any of their respective Subsidiaries Affiliates to, nor shall they authorize or permit any of their respective officers, directors or employees to, and shall use their commercially reasonable efforts to cause or any investment banker, financial advisor, attorney, accountants attorney or other advisor or representatives retained by them or any of their respective Subsidiaries not Affiliates to, directly or indirectly through another person, (i) solicit, initiate or knowingly encourage (including by way of furnishing information), or knowingly take any other action designed to facilitatethe submission of, any Alternative Transaction (as hereinafter defined)Third Party Acquisition Proposal, or (ii) participate in any discussions regarding or negotiations regarding, or furnish to any Alternative Transaction; provided, however, that if, at person any time prior to the time the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtained, the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish non-public information with respect to, or take any other action knowingly to Qwest facilitate any inquiries or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or making of any proposal in connection with an Alternative Transactionthat constitutes, the material terms and conditions or may reasonably be expected to lead to, any Third Party Acquisition Proposal. For purposes of such request this Agreement, "Third Party Acquisition Proposal" means any inquiry, proposal or proposal and the identity offer from any person relating to any direct or indirect acquisition or purchase of all or a portion or more of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed assets of the status (including amendments Company or proposed amendments) any Subsidiary or all or a portion of such request any class of equity securities of the Company or proposal on any Subsidiary or any offer to acquire or purchase that if consummated would result in any person beneficially owning all or a current basis. Each portion of Qwest and U S WEST shall immediately cease and terminate any existing solicitationclass of equity securities of the Company or any Subsidiary, initiationor any merger, encouragement activityconsolidation, discussion business combination, sale of assets, recapitalization, liquidation, dissolution or negotiation with similar transaction involving the Company or any persons conducted heretofore Subsidiary, other than the transactions contemplated by them this Agreement, or their representatives with respect any other transaction the consummation of which could reasonably be expected to impede, interfere with, prevent or delay, or dilute materially the foregoingbenefits to GRS of the transactions contemplated hereby.

No Solicitation. (a) From The Company and after the date hereof, Qwest and U S WEST Company Subsidiaries shall not, nor shall they permit any of their respective Subsidiaries to, nor shall they authorize or permit any of their respective officers, directors or employees to, and shall use their commercially reasonable efforts to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them or any of their respective Subsidiaries its Representatives not to, directly or indirectly through another person, (i) directly or indirectly solicit, initiate or knowingly encourage or knowingly facilitate (including by way of furnishing providing information)) any inquiries, proposals or offers, or knowingly the making of any submission or announcement of any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to a Company Takeover Proposal or (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person regarding, furnish to any Person any information or afford access to the business, properties, assets, books or records of the Company to, or take any other action designed to facilitateassist or knowingly facilitate or knowingly encourage any effort by any Person, in each case, in connection with or in response to any inquiry, offer or proposal that constitutes, or would reasonably be expected to lead to, any Alternative Transaction (as hereinafter defined), or (ii) participate in any discussions regarding any Alternative Transaction; provided, however, that if, at any time prior to the time the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtained, the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Company Takeover Proposal (as such terms are defined other than, solely in Section 6.02 hereof), as the case may be, that was not initially solicited by it and response to an inquiry that did not otherwise result from a breach of this Section 5.036.02(a), U S WEST to refer the inquiring person to this Section 6.02 and to limit its communication exclusively to such referral). The Company shall, and shall cause its Representatives to, immediately (i) cease all solicitations, discussions and negotiations regarding any inquiry, proposal or Qwestoffer pending on the Agreement Date that constitutes, as applicableor would reasonably be expected to lead to, maya Company Takeover Proposal, subject (ii) request the prompt return or destruction of all confidential information previously furnished to any Person within the last 12 months for the purposes of evaluating a possible Company Takeover Proposal and (iii) terminate access to any physical or electronic data rooms relating to a potential Company Takeover Proposal. Notwithstanding anything to the Party receiving contrary contained in the Qwest foregoing or any other provision of this Agreement, at any time during the Pre-Closing Period, in response to a Company Takeover Proposal made after the Agreement Date that did not result from a breach of this Section 6.02(a), in the event that the Company Board determines, in good faith, after consultation with outside counsel and a financial advisor, that such Company Takeover Proposal constitutes or would reasonably be expected to lead to a Superior Company Proposal (a “Qualifying Company Takeover Proposal”), the Company may (A) enter into an Acceptable Confidentiality Agreement with any Person or U S WEST Superior group of Persons making such Qualifying Company Takeover Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (xB) furnish information with respect to Qwest the Company to the Person or U S WEST, group of Persons making such Qualifying Company Takeover Proposal and its or their Representatives pursuant to an Acceptable Confidentiality Agreement so long as the case may beCompany concurrently or promptly thereafter provides Parent, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify accordance with the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate Confidentiality Agreement, any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives material non-public information with respect to the foregoing.Company furnished to such other Person or group of Persons that was not previously furnished to Parent and (C) participate in discussions or negotiations with such Person or group of Persons and its or their Representatives regarding such Qualifying Company Takeover Proposal (including soliciting the making of a revised Qualifying Company Takeover Proposal); provided that the Company may only take the actions described in clauses (A), (B) or (C) above if the Company Board determines, in good faith, after consultation with outside counsel, that the failure to take any such action would be inconsistent with its fiduciary duties under applicable Law. Wherever the term “

No Solicitation. (a) From and after During the period from the date hereofof this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, Qwest and U S WEST the Company shall not, nor and shall they permit any of their respective cause its Subsidiaries to, nor shall they authorize or permit any of their respective officers, directors or employees not to, and shall use their commercially reasonable efforts to cause any investment bankerdirect its employees, financial advisoragents, attorneyofficers, accountants or other directors, representatives retained by them or any of their respective Subsidiaries and advisors (collectively, “Representatives”) not to, directly or indirectly through another person, indirectly: (i) solicit, initiate initiate, enter into or continue discussions, negotiations or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to, any Person (including by way other than SPAC, the PIPE Investors and their respective agents, representatives and advisors) concerning (A) any financing, investment, purchase, merger or sale of furnishing informationownership interests of the Company, recapitalization, share exchange, or similar transaction pursuant to which any Person(s) acquires twenty percent (20%) or more of the voting power of the equity securities of the Company (except (x) for issuance of securities to existing security holders of the Company solely to the extent such newly issued securities are taken into account in the Conversion Factor or (y) for issuance of Company Common Shares in the PIPE Investment), (B) sale of all or knowingly take any other action designed to facilitate, any Alternative Transaction a material portion of the assets of the Company (as hereinafter definedwhether by recapitalization or a similar transaction or otherwise), or (C) any underwritten public offering, direct listing, or other transaction intended to result in the listing of securities of the Company on any stock exchange other than as contemplated by this Agreement (each, a “Company Competing Transaction”); (ii) enter into any agreement regarding, continue or otherwise participate in any discussions regarding or negotiations regarding, or cooperate in any Alternative way that would otherwise reasonably be expected to lead to a Company Competing Transaction; providedor (iii) commence, however, that if, at continue or renew any time prior to the time the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtaineddue diligence investigation regarding a Company Competing Transaction. In addition, the Board of Directors of Qwest Company shall, and shall cause its Subsidiaries to, and shall cause their respective Representatives to, immediately cease any and all existing discussions or U S WEST, as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with any Person with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Company Competing Transaction, the material terms and conditions of such request or proposal and the identity of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoing.

No Solicitation. (a) From Unless and after the date until this Agreement shall have been terminated pursuant to and in compliance with Section 7.2 hereof, Qwest and U S WEST neither Parent nor the Company shall not(whether directly or indirectly through its respective advisors, agents or other intermediaries), nor shall they permit any of their respective Subsidiaries to, nor shall they the Company or Parent authorize or permit any of their its respective officers, directors directors, agents, employees, representatives or employees to, and shall use their commercially reasonable efforts advisors to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them or any of their respective Subsidiaries not to, directly or indirectly through another person, (i) solicit, initiate or initiate, encourage (including by way of furnishing information), ) or knowingly take any action to facilitate the submission of any inquiries, proposals or offers (whether or not in writing) from any person (other action designed to facilitate, any Alternative Transaction (as hereinafter defined), or (ii) participate in any discussions regarding any Alternative Transaction; provided, however, that if, at any time prior to the time the Qwest Stockholders' Approval than Parent or the U S WEST Stockholders' Approval is obtained, the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WESTCompany, as the case may be, and its respective affiliates) relating to (yA) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing any acquisition or purchase of any request for information of the assets of the Company or Parent, as the case may be, or of any proposal class of equity securities of the Company or Parent, as the case may be, (B) any tender offer (including a self tender offer) or exchange offer, (C) any merger, consolidation, business combination, sale of substantially all assets, recapitalization, liquidation, dissolution or similar transaction involving the Company or Parent, as the case may be, or (D) any other transaction the consummation of which would or would reasonably be expected to impede, interfere with, prevent or materially delay the Merger or which would or would reasonably be expected to materially dilute the benefits to the other party hereto of the transactions contemplated by this Agreement (collectively, "Acquisition Proposals"), or agree to, recommend or endorse any Acquisition Proposal, (ii) enter into or execute any agreement with respect to any of the foregoing or (iii) enter into or participate in any discussions or negotiations regarding any of the foregoing, or furnish to any other person any information with respect to its business, properties or assets in connection with an Alternative Transactionthe foregoing, or otherwise cooperate in any way with, or participate in or assist, facilitate, or encourage, any effort or attempt by any other person (other than the material terms Company or Parent, as the case may be, and conditions of such request its respective affiliates) to do or proposal and the identity seek any of the person making such request or proposalforegoing. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect Notwithstanding anything in this Section 7.1 to the foregoingcontrary, Parent may solicit, negotiate and agree to an offer to purchase its operating assets or business.

No Solicitation. (a) From and after On the date hereof, Qwest the Company shall and U S WEST shall --------------- cause each Subsidiary and its Subsidiaries' officers and directors to, and each of the foregoing shall cause their respective Agents, representatives, advisors or subsidiaries, to cease any discussions or negotiations with any parties (other than the Purchaser) that may be ongoing with respect to (A) any acquisition or purchase of a material amount of assets of the Company and its Subsidiaries (other than properties disclosed in writing to Apollo as possible candidates for disposition), (B) the purchase of any equity securities of the Company or any Subsidiary (including a self tender offer) or any securities that are convertible, exchangeable or exercisable for any equity securities, (C) any merger, consolidation, business combination, sale of substantially all assets, recapitalization, liquidation, dissolution or similar transaction involving the Company or any Subsidiary (other than a Permitted Acquisition), or (D) any other transaction the consummation of which would, or could reasonably be expected to, impede, interfere with, prevent or materially delay the transactions contemplated by this Agreement or which would, or could reasonably be expected to, materially dilute the benefits to the Purchaser of the transactions contemplated hereby (each of the foregoing items set forth in (A) through (D), an "Alternative Transaction"). From the date hereof through the Closing Date, the Company shall not, nor shall they permit any of their respective Subsidiaries to, nor cause each Affiliate not to and shall they not authorize or permit any of their respective its or any such Person's officers, directors or employees to, and shall use their commercially reasonable efforts to cause or any investment banker, financial advisor, attorney, accountants accountant or other representatives retained by them or representative representing any of their respective Subsidiaries not such Person to, directly or indirectly through another personindirectly, (i) solicit, initiate or encourage (including by way of furnishing information), or knowingly take any other action designed to facilitate, any inquiries or the making of any proposal that may lead to an Alternative Transaction (as hereinafter definedit being understood that public announcement of the execution of this Agreement, and disclosure of the terms thereof, shall not in any way be deemed to be a solicitation in violation of this clause (i), ) or (ii) participate in any discussions or negotiations with any third party regarding any proposed Alternative Transaction unless the Company's Board of Directors determines in good faith that failure to take such action would be a violation of its fiduciary duties under applicable law. Notwithstanding anything else in this Agreement to the contrary, if the Company's Board of Directors determines in good faith the terms of any Alternative Transaction are more favorable to the Company and its shareholders than the transactions contemplated by this Agreement, the Company may terminate this Agreement. In the event the Company or any of its Subsidiaries or Affiliates receives an indication of interest or engages in any discussions or negotiations with any parties (other than the Purchasers) with respect to any Alternative Transaction; provided, however, that if, at any time prior to the time the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtained, the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST Company shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions Apollo Purchasers of such request or proposal and the identity of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoingoccurrence within two business days.

No Solicitation. (a) From and after During the date hereofPre-Closing Period, Qwest and U S WEST the Company shall not, nor and shall they permit any of their respective Subsidiaries to, nor shall they not authorize or permit any of their its Subsidiaries or any of its or its Subsidiaries’ respective officers, directors directors, managers, partners, independent contractors, consultants, advisors, employees, stockholders, agents, representatives or employees toAffiliates (each, and shall use their commercially reasonable efforts to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them or any of their respective Subsidiaries not a “Company Representative”) to, directly or indirectly through another personindirectly, take any of the following actions with any Person other than Parent and its designees: (i) solicit, initiate initiate, encourage or encourage (including by way of furnishing information)facilitate any inquiry, proposal, request or knowingly take any other action designed offer, directly or indirectly, relating to facilitate, any an Alternative Transaction (as hereinafter definedeach, a “Proposal”), or (ii) participate in any discussions regarding or negotiations relating to, assist or cooperate with any Person to make, or furnish any Person with information in connection with, or take any other action to facilitate, any Proposal or Alternative Transaction, (iii) disclose any information to any Person concerning the business, technologies or properties of the Company or its Subsidiaries, or afford to any Person access to the Company’s or its Subsidiaries’ properties, technologies, books or records, other than in the ordinary course of business in connection with ongoing commercial transactions, or (iv) propose, authorize or enter into any agreement or understanding (whether binding or nonbinding, written or oral) relating to, or engage in or consummate, any Alternative Transaction; providedTransaction or requiring the Company or its Subsidiaries to abandon, howeverterminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder. If the Company, that ifits Subsidiaries or any Company Representative receives or has received, at during the Pre-Closing Period, any time prior to the time the Qwest Stockholders' Approval Proposal, or the U S WEST Stockholders' Approval is obtainedany request for disclosure or access as referenced in clause (C) above, the Board of Directors of Qwest Company shall, or U S WEST, as the case may be, determines in good faith, that shall cause such Company Representative to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, immediately (x) furnish information suspend any discussions with respect regard to Qwest or U S WEST, as the case may be, such Proposal and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and Parent in writing thereof, and furnish to Parent any information it may reasonably request, including information as to the identity of the Person making any request for information or of any proposal in connection with an Alternative Transactionsuch inquiry, the material terms and conditions of such request offer or proposal and the identity specific terms of the person making such request inquiry, offer or proposal. Each of Qwest , and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoingall written documentation relating thereto.

No Solicitation. (a) From and after the date hereofof this Agreement until the earlier of the Closing Date or the termination of this Agreement, Qwest and U S WEST shall notneither InterDent nor any of its Affiliates shall, nor shall they permit InterDent or any of their respective Subsidiaries to, nor shall they its Affiliates authorize or permit any of their respective officers, directors or employees to, and shall use their commercially reasonable efforts Agents (as defined subsection (c) below) to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them or any of their respective Subsidiaries not to, directly or indirectly through another person, (i) solicit, initiate or initiate, encourage (including by way of furnishing information), information or knowingly assistance) or take any other action designed to facilitate, any Alternative inquiry or the making of any proposal which constitutes, or may reasonably be expected to lead, directly or indirectly, to any acquisition or purchase of a substantial amount of assets of, or any equity interest in, DCA, any of its Subsidiaries or the Assets or exchange offer, merger, consolidation, business combination, sale of substantially all assets, sale of securities, recapitalization, liquidation, dissolution or similar transaction involving DCA, any of its Subsidiaries or the Assets (other than the transactions contemplated by this Agreement) or any other material corporate transaction the consummation of which would or could reasonably be expected to impede, interfere with, prevent or materially delay the transactions contemplated hereby (collectively, "Transaction Proposals") or (ii) propose, enter into or participate in any discussions or negotiations regarding any of the foregoing, or furnish to any other Person any information with respect to DCA's business, properties or assets or the Assets or any of the foregoing, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing; provided however, that the foregoing clauses (i) and (ii) shall not prohibit InterDent or its Affiliates from, (A) furnishing information pursuant to an appropriate confidentiality letter concerning DCA and its properties or assets or the Assets to a third party which has made an unsolicited Qualified Transaction Proposal (as hereinafter defineddefined below), or (iiB) participate engaging in any discussions regarding any Alternative Transaction; providedor negotiations with such a third party which has made an unsolicited Qualified Transaction Proposal, however, that if, at any time prior but in each case referred to in the time the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtained, foregoing clauses (A) and (B) only after the Board of Directors of Qwest or U S WEST, as the case may be, determines InterDent concludes in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, faith (x) furnish information upon the advice of outside counsel, that such action is necessary for the Board of Directors of InterDent to comply with respect its fiduciary obligations to Qwest or U S WEST, as the case may be, its stockholders under applicable law and (y) engage that the third party which made the unsolicited Qualified Transaction Proposal has (or has a high likelihood of obtaining in discussion a commercially reasonable time frame) the ability and negotiations regarding such proposalthe financial wherewithal to consummate a Superior Acquisition Proposal (as defined below). Each If the Board of Qwest and U S WEST Directors of InterDent receives a Transaction Proposal, then InterDent shall promptly notify the other Party orally immediately (and in writing any event within 24 hours) inform Purchaser of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person Person making such request it and shall keep Purchaser fully informed regarding any significant details or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives developments with respect to the foregoingany such Transaction Proposal and of all significant steps it is taking in response to such Transaction Proposal.

No Solicitation. (a) From and after the date hereofhereof through the Closing or the --------------- earlier termination of this Agreement, Qwest and U S WEST Seller shall not, nor shall they permit any of their respective Subsidiaries to, nor shall they authorize or permit any of their respective officers, directors or employees to, and shall use their commercially reasonable efforts to cause any each of its affiliates or Representatives (including without limitation investment bankerbankers, financial advisorattorneys and accountants), attorney, accountants or other representatives retained by them or any of their respective Subsidiaries not to, directly or indirectly indirectly, enter into, solicit, initiate or continue any discussions or negotiations with, or encourage or respond to any inquiries or proposals by, or participate in any negotiations with, or provide any information to, or otherwise cooperate in any other way with, any corporation, partnership, person or other entity or group, other than Buyer and its Representatives, concerning any sale of all or a portion of the Assets or the Business, or any merger, consolidation, liquidation, dissolution or similar transaction involving the Business and the Assets (each such transaction being referred to herein as a "Proposed Acquisition Transaction"). -------------------------------- Seller and its subsidiaries shall not, directly or indirectly, through another personany officer, (i) director, employee, representative, agent or otherwise, solicit, initiate or encourage the submission of any proposal or offer from any person (including by way including, without limitation, a "person" as defined in Section 13(d)(3) of furnishing information)the Securities Exchange Act of 1934, as amended) or knowingly take entity relating to any other action designed to facilitate, any Alternative Proposed Acquisition Transaction (as hereinafter defined), or (ii) participate in any negotiations regarding, or furnish to any other person any information with respect to Seller or any of its subsidiaries for the purposes of, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to seek or effect a Proposed Acquisition Transaction. Notwithstanding the foregoing sentence, (a) following receipt of a bona fide written offer to consummate a transaction described in the foregoing sentence, Seller may take and disclose to Seller's stockholders a position contemplated by Rule 14e-2 under the Securities Exchange Act of 1934, as amended, or otherwise make appropriate disclosures to its stockholders, (b) Seller may furnish or cause to be furnished information concerning its businesses, properties or assets to a third party, and (c) Seller may engage in discussions regarding any Alternative Transaction; providedor negotiations with a third party, howeverbut in each case referred to in the foregoing clauses (a) through (c), that if, at any time prior only to the time the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtained, extent that the Board of Directors of Qwest or U S WEST, as the case may be, determines Seller concludes in good faith, faith after consultation with its outside legal counsel that such action is necessary for the Board of Directors of Seller to provide such information comply with its fiduciary obligations under applicable law. Seller hereby represents that it is not now engaged in discussions or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the with any party other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information than Buyer with respect to Qwest any of the foregoing. Seller shall notify Buyer promptly (orally and in writing) if any such written offer, or U S WESTany inquiry or contact with any person with respect thereto, as is made and shall provide Buyer with a copy of such offer and shall keep Buyer informed on the case may be, and (y) engage in discussion and status of any negotiations regarding such proposaloffer. Each Seller agrees not to release any third party from, or waive any provision of, any confidentiality or standstill agreement to which Seller is a party. In the event that (i) Seller breaches its obligations under this Section 6.2(a), (ii) Board of Qwest Directors of Seller accepts a third party offer to enter into a Proposed Acquisition Transaction with another party within six months of the date of this Agreement, or (iii) if the sale of the Business and U S WEST the Assets contemplated by this Agreement shall promptly notify the not have occurred on or before October 31, 1997, other Party orally and in writing than as a result of (A) a material breach of any request for information representation, warranty or covenant in this Agreement by Buyer or failure by Buyer to satisfy the closing conditions set forth in Article VII hereof, (B) failure to obtain the necessary permission to close the transaction under the HSR Act or similar laws or (C) the entry of a Court Order by a court of competent jurisdiction to enjoin or prohibit any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person making such request or proposal. Each transactions contemplated hereby, Seller shall pay to Buyer a break-up fee in the amount of Qwest and U S WEST will keep $1,000,000, plus the other Party reasonably informed amount of the status Buyer's out-of-pocket expenses (including amendments or proposed amendments) without limitation the fees and expenses of such request or proposal on a current basis. Each of Qwest Buyer's accountants, attorneys and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoingconsultants).

No Solicitation. (a) From The Company shall, shall cause each of its affiliates and after the date hereof, Qwest its and U S WEST shall not, nor shall they permit any of their respective Subsidiaries to, nor shall they authorize or permit any of their respective officers, directors or and employees to, and shall use their commercially its reasonable best efforts to cause any investment bankerits and their respective agents, financial advisoradvisors, attorneyinvestment bankers, attorneys, accountants or and other representatives retained by them (a person’s officers, directors, employees, agents, financial advisors, investment bankers, attorneys, accountants and other representatives being collectively its “Representatives”) to: (a) immediately cease any solicitation, knowing encouragement, discussions or negotiations with any persons that may be ongoing with respect to or may reasonably be expected to lead to a Takeover Proposal, and promptly instruct (to the extent it has contractual authority to do so and has not already done so prior to the date of their respective Subsidiaries not tothis Agreement) or otherwise request, any person that has executed a confidentiality or non-disclosure agreement within the 24-month period prior to the date of this Agreement in connection with any actual or potential Takeover Proposal to return or destroy all such information or documents or material incorporating confidential information in the possession of such person or its Representatives and (b) until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article VII, not, directly or indirectly through another personindirectly, (i) solicit, initiate or knowingly facilitate or knowingly encourage (including by way of furnishing non-public information) any inquiries regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, a Takeover Proposal, (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other person any non-public information in connection with or for the purpose of encouraging or facilitating, a Takeover Proposal (other than, solely in response to an unsolicited inquiry, to refer the inquiring person to this Section 5.4 and to limit its conversation or other communication exclusively to such referral), or knowingly (iii) approve, recommend or enter into, or propose to approve, recommend or enter into, any letter of intent or similar document, agreement, commitment or agreement in principle (whether written or oral, binding or nonbinding) with respect to a Takeover Proposal. The Company and its Subsidiaries shall not release any third party from, or waive, amend or modify any provision of, or grant permission under, (x) any standstill provision in any agreement to which the Company or any of its Subsidiaries is a party or (y) any confidentiality provision in any agreement to which the Company or any of its Subsidiaries is a party other than, with respect to this clause (y), any confidentiality provision, the waiver, amendment, modification or permission of which does not, and would not be reasonably likely to, facilitate, encourage or relate in any way to a Takeover Proposal or a potential Takeover Proposal. The Company shall, and shall cause its Subsidiaries to, enforce such confidentiality and standstill provisions of any such agreement, and the Company shall, and shall cause its Subsidiaries to, immediately take all steps within their power necessary to terminate any waiver that may have been heretofore granted, to any person other than Parent or any of Parent’s affiliates, under any such provisions. Neither the Company Board nor any committee thereof shall (i) (A) change, qualify, withhold, withdraw or modify, or authorize or publicly propose to change, qualify, withhold, withdraw or modify, in a manner adverse to Parent the Company Board’s approval of this Agreement, (B) take any other formal action designed or make any recommendation or public statement in connection with a tender offer or exchange offer, or (C) adopt, approve or recommend, or publicly propose to facilitateadopt, any Alternative Transaction (as hereinafter defined)approve or recommend, to the Company Members a Takeover Proposal, or (ii) participate in authorize, cause or permit the Company or any discussions regarding any Alternative Transaction; provided, however, that if, at any time prior to the time the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtained, the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention Subsidiaries to do soenter into any letter of intent, after obtaining a confidentiality agreement, commitment or agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information in principle with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoingTakeover Proposal.

No Solicitation. (a) From and after the date hereofof this Agreement until the earlier of the Closing or termination of this Agreement pursuant to its terms, Qwest Xxxxxxx-Xxxxxxx and U S WEST its subsidiaries shall not, not (nor shall they will it permit any of their respective Subsidiaries to, nor shall they authorize or permit any of their respective its officers, directors directors, members, shareholders, agents, representatives or employees Affiliates to, and shall use their commercially reasonable efforts to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them or any of their respective Subsidiaries not to), directly or indirectly through another personindirectly, take any of the following actions with any party other than SVG and its designees: (i) solicit, encourage, initiate or encourage participate in any negotiations or discussions with respect to any offer or proposal to acquire all or any portion of the Business, or any portion of the capital stock of any SEG Entity whether by merger, purchase of assets, tender offer or otherwise, or effect any such transaction, (including ii) disclose any information not customarily disclosed to any Person concerning the Business or afford to any Person access to its properties, books or records as they pertain to the Business, (iii) assist or cooperate with any Person to make any proposal to purchase all or any part of capital stock of any SEG Entity or any assets of the Business, other than inventory in the ordinary course of business, or (iv) enter into any agreement with any Person providing for the acquisition of the Business (whether by way of furnishing information)merger, purchase of assets, or knowingly take otherwise). In the event Xxxxxxx-Xxxxxxx shall receive any other action designed offer or proposal, directly or indirectly, of the type referred to facilitate, any Alternative Transaction in clause (as hereinafter defined)i) or (iii) above, or any request for disclosure or access pursuant to clause (ii) participate above, it shall immediately inform SVG as to any such offer or proposal and will cooperate with SVG by furnishing any information about the offer or proposal it may reasonably request. However, if that offer or proposal would also include the acquisition, whether directly or indirectly, of any part of Xxxxxxx-Xxxxxxx'x business or assets in addition to the Business, Xxxxxxx-Xxxxxxx shall inform the Chairman and Chief Executive Officer of SVG, and SVG shall cause that officer not to disclose the fact of that offer or proposal to any other Person (whether within or without SVG) and not to use the fact of that offer or proposal or any information communicated regarding that offer or proposal for any purpose other than in connection with the acquisition of the Business (and only the Business) by SVG. During the period referenced in the first sentence of this Section 4.2(a), any proposal or offer that Xxxxxxx-Xxxxxxx makes regarding the acquisition of Xxxxxxx-Xxxxxxx itself shall clarify that Xxxxxxx-Xxxxxxx has entered into any agreement to sell the Business and Xxxxxxx-Xxxxxxx is bound by the exclusivity provision set forth in this Section 4.2, and shall specifically exclude the Business from any discussions regarding with third parties concerning such offer or proposal. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall restrict the ability of Xxxxxxx-Xxxxxxx to conduct any Alternative Transactionof the aforementioned actions with respect to the acquisition or possible acquisition of Xxxxxxx-Xxxxxxx (whether by way or merger, purchase of capital stock, purchase of assets, tender offer or otherwise) unless such acquisition or possible acquisition will prevent Xxxxxxx-Xxxxxxx from consummating the transactions contemplated hereby; provided, however, that ifif Xxxxxxx-Xxxxxxx is acquired by a third party, at any time prior to such acquiror shall agree and acknowledge without exception that such acquisition shall in no manner diminish or otherwise affect the time obligations of Xxxxxxx-Xxxxxxx hereunder or under the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtained, the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoingEscrow Agreement.

No Solicitation. (a) From and after the date hereof, Qwest and U S WEST shall The Company will not, nor shall they permit any of their respective will cause the Company Subsidiaries to, nor shall they authorize or permit any of their respective officers, directors or employees and its Affiliates not to, and shall use their commercially reasonable efforts to cause any investment bankerwill direct its Representatives (collectively, financial advisor, attorney, accountants or other representatives retained by them or any of their respective Subsidiaries “Company Representatives”) not to, directly or indirectly through another personindirectly, (a) solicit, initiate, enter into or continue discussions, negotiations or transactions with, or provide any information regarding the Company or the Transactions to, any Person (other than Parent and its agents, representatives, advisors) in each case, concerning any Alternative Transaction, (b) enter into any agreement regarding, continue or otherwise participate in any discussions or negotiations regarding, or cooperate in any way that would otherwise reasonably be expected to lead to an Alternative Transaction, (c) commence, continue or renew any due diligence investigation regarding an Alternative Transaction, or (d) encourage or respond to any inquiries or proposals by any Person (other than Parent and its agents, representatives, advisors) concerning any Alternative Transaction, except, in the case of clause (d) (and clause (a) to the extent an action described in clause (d) would also constitute an action described in clause (a)), to the extent failure to do so would be inconsistent with the fiduciary duties of the Company Board under applicable Law. Parent and Merger Sub will not, will cause their respective Affiliates and Subsidiaries not to, and will direct their respective Representatives (collectively, “Parent Representatives”) not to, directly or indirectly, (i) solicit, initiate 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, the Company Stockholders and their respective Representatives) concerning any merger, purchase of ownership interests or assets of Parent, recapitalization or similar transaction (including by way of furnishing informationa Business Combination) (each, a “Parent Business Combination”), (ii) enter into any agreement regarding, continue or knowingly take otherwise participate in any discussions or negotiations regarding, or cooperate in any way that would otherwise reasonably be expected to lead to a Parent Business Combination, (iii) commence, continue or renew any due diligence investigation regarding a Parent Business Combination or (iv) encourage or respond to any inquiries or proposals by any Person (other action designed than the Company and its agents, representatives, advisors) concerning any Parent Business Combination. In addition, (x) the Company will, will cause the Company Subsidiaries to, and will direct the Company Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to facilitate, any Alternative Transaction (as hereinafter defined), or (iiother than with Parent and its Representatives) participate in any discussions regarding any Alternative Transaction; provided, however, that if, at any time prior to the time the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtained, the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion Parent and Merger Sub will, will cause their respective Parent Representatives to, immediately cease any and all existing discussions or negotiations regarding such proposalwith any Person conducted heretofore with respect to any Parent Business Combination (other than with the Company and its Representatives). Each Party will promptly (and in no event later than twenty four (24) hours after becoming aware of Qwest and U S WEST shall promptly such inquiry, proposal, offer or submission) notify the other Parties hereto if it or, to its Knowledge, any of its Representatives receives any inquiry, proposal, offer or submission with respect to an Alternative Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement. If either Party orally and in writing of or its respective Representatives receives any request for information written inquiry, proposal, offer or of any proposal in connection submission with respect to an Alternative Transaction, such Party will provide the material terms and conditions other Parties with a copy of such request inquiry, proposal, offer or proposal and the identity of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoingsubmission.

No Solicitation. (a) The Company and its officers, directors, employees, representatives, affiliates and agents shall immediately cease any discussions or negotiations with any parties that may be ongoing with respect to an Acquisition Proposal (as hereinafter defined) and shall send a written request to any such parties in possession of confidential information of the Company to return or destroy all such information in their possession. From and after the date hereofhereof until the termination of this Agreement, Qwest and U S WEST the Company shall not, nor shall they the Company permit any of their respective Subsidiaries its subsidiaries or affiliates to, nor shall they authorize or permit any of their respective its officers, directors or employees to, and shall use their commercially reasonable efforts to cause or any investment banker, financial advisor, attorney, accountants accountant or other representatives representative retained by them it or any of their respective Subsidiaries not its subsidiaries or affiliates to, directly or indirectly through another personindirectly, (i) solicit, initiate or knowingly encourage (including by way of furnishing informationnon-public information or assistance), or knowingly take any other action designed to facilitate, any Alternative Transaction (as hereinafter defined)inquiries or the making of any proposal which constitutes, or would reasonably be expected to lead to, any Acquisition Proposal or (ii) enter into or participate in any discussions (other than a discussion which merely asks to have an unsolicited offer be presented to the Company in writing) or negotiations regarding any Alternative TransactionAcquisition Proposal, or furnish to any Persons any nonpublic information or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Persons to make or effect an Acquisition Proposal or (iii) enter into any agreement, arrangement or understanding with respect to, or otherwise endorse, any Acquisition Proposal; provided, however, that if, at any time prior to the time the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtained, the Company Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, after consultation with independent legal counsel (who may be the Company's regularly engaged independent counsel), that the failure to provide such information do so would be inconsistent with its fiduciary duties to the Company or the Company's stockholders under applicable law, the Company may in response to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior an unsolicited, written, bona fide Acquisition Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that which did not otherwise result from a breach of this Section 5.03, U S WEST 5.5 and which constitutes or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoing.would

No Solicitation. (a) From and after the date hereofof this Agreement until the earlier of the Closing or termination of this Agreement pursuant to its terms, Qwest and U S WEST Watkxxx-Xxxxxxx xxx its subsidiaries shall not, not (nor shall they will it permit any of their respective Subsidiaries to, nor shall they authorize or permit any of their respective its officers, directors directors, members, shareholders, agents, representatives or employees Affiliates to, and shall use their commercially reasonable efforts to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them or any of their respective Subsidiaries not to), directly or indirectly through another personindirectly, take any of the following actions with any party other than SVG and its designees: (i) solicit, encourage, initiate or encourage participate in any negotiations or discussions with respect to any offer or proposal to acquire all or any portion of the Business, or any portion of the capital stock of any SEG Entity whether by merger, purchase of assets, tender offer or otherwise, or effect any such transaction, (including ii) disclose any information not customarily disclosed to any Person concerning the Business or afford to any Person access to its properties, books or records as they pertain to the Business, (iii) assist or cooperate with any Person to make any proposal to purchase all or any part of capital stock of any SEG Entity or any assets of the Business, other than inventory in the ordinary course of business, or (iv) enter into any agreement with any Person providing for the acquisition of the Business (whether by way of furnishing information)merger, purchase of assets, or knowingly take otherwise). In the event Watkxxx-Xxxxxxx xxxll receive any other action designed offer or proposal, directly or indirectly, of the type referred to facilitate, any Alternative Transaction in clause (as hereinafter defined)i) or (iii) above, or any request for disclosure or access pursuant to clause (ii) participate above, it shall immediately inform SVG as to any such offer or proposal and will cooperate with SVG by furnishing any information about the offer or proposal it may reasonably request. However, if that offer or proposal would also include the acquisition, whether directly or indirectly, of any part of Watkxxx-Xxxxxxx'x xxxiness or assets in addition to the Business, Watkxxx-Xxxxxxx xxxll inform the Chairman and Chief Executive Officer of SVG, and SVG shall cause that officer not to disclose the fact of that offer or proposal to any other Person (whether within or without SVG) and not to use the fact of that offer or proposal or any information communicated regarding that offer or proposal for any purpose other than in connection with the acquisition of the Business (and only the Business) by SVG. During the period referenced in the first sentence of this Section 4.2(a), any proposal or offer that Watkxxx-Xxxxxxx xxxes regarding the acquisition of Watkxxx- Xxxxxxx xxxelf shall clarify that Watkxxx-Xxxxxxx xxx entered into any agreement to sell the Business and Watkxxx-Xxxxxxx xx bound by the exclusivity provision set forth in this Section 4.2, and shall specifically exclude the Business from any discussions regarding with third parties concerning such offer or proposal. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall restrict the ability of Watkxxx-Xxxxxxx xx conduct any Alternative Transactionof the aforementioned actions with respect to the acquisition or possible acquisition of Watkxxx-Xxxxxxx (xxether by way or merger, purchase of capital stock, purchase of assets, tender offer or otherwise) unless such acquisition or possible acquisition will prevent Watkxxx-Xxxxxxx xxxm consummating the transactions contemplated hereby; provided, however, that ifif Watkxxx-Xxxxxxx xx acquired by a third party, at any time prior to such acquiror shall agree and acknowledge without exception that such acquisition shall in no manner diminish or otherwise affect the time obligations of Watkxxx-Xxxxxxx xxxeunder or under the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtained, the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoingEscrow Agreement.

No Solicitation. (a) From and after the date hereofNeither Company nor any of its Subsidiaries shall (whether directly or indirectly through advisors, Qwest and U S WEST shall notagents or other intermediaries), nor shall they permit Company or any of their respective its Subsidiaries to, nor shall they authorize or permit any of its or their respective officers, directors directors, agents, representatives or employees advisors to, and shall use their commercially reasonable efforts to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them or any of their respective Subsidiaries not to, directly or indirectly through another person, (ia) solicit, initiate or initiate, encourage (including by way of furnishing information) or take any action knowingly to facilitate the submission of any inquiries, proposals or offers (whether or not in writing) from any person other than Parent that constitutes or may reasonably be expected to lead to, (i) any acquisition or purchase of any assets of Company or any of its Subsidiaries (including through the formation of a joint venture) or of any equity securities of Company or any of its Subsidiaries (except in the case of a transaction permitted by Section 5.2(c)(i)), (ii) any tender offer or exchange offer (including a self-tender offer) for any class of equity securities of Company or any of its material Subsidiaries, (iii) any merger, consolidation, business combination, reorganization, recapitalization, liquidation, dissolution or similar transaction involving Company or any of its material Subsidiaries or (iv) any other transaction the consummation of which would or would reasonably be expected to impede, interfere with, prevent or materially delay the Merger (any of the foregoing, a "TRANSACTION PROPOSAL"), or knowingly take accept, agree to, approve or endorse any other action designed to facilitate, any Alternative Transaction (as hereinafter defined), Proposal or (iib) enter into or participate in any discussions or negotiations regarding any Alternative Transactionof the foregoing, or otherwise cooperate in any way with, or knowingly assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek any of the foregoing; provided, howeverPROVIDED, that ifCompany may, at any time prior in response and with respect to a bona fide unsolicited written proposal from a third party submitted after the time date of this Agreement which constitutes a Superior Proposal (as defined below), engage in the Qwest Stockholders' Approval or activities specified in clause (b), if (i) based on the U S WEST Stockholders' Approval is obtainedadvice of Company's outside counsel, the Board of Directors of Qwest or U S WEST, as the case may be, Company determines in good faith, faith that failure to provide take such information or action in response to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from proposal would constitute a breach by the Board of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice Directors of Company of its intention to do sofiduciary duties under applicable law, after obtaining a (ii) Company has received from such third party an executed confidentiality agreement substantially similar with terms not materially less favorable to Company than those contained in the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be, and (yiii) engage Company has complied in discussion and negotiations regarding such proposalall material respects with this Section 6.8. Each If Company receives a Transaction Proposal, or a request for nonpublic information relating to Company or any of Qwest and U S WEST its Subsidiaries or for access to the properties, books or records of Company or any of its Subsidiaries by any Person who is considering making or has made a Transaction Proposal, it shall promptly notify the other Party immediately inform Parent orally and shall as promptly as practicable (and in any event within one day) inform Parent in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person making such request or proposalit, forwarding a copy of any written communications relating thereto. Each of Qwest and U S WEST Company will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoing.Parent

No Solicitation. (a) From and after the date hereofof this Agreement until the Effective Time, Qwest and U S WEST shall notor, nor shall they permit any if earlier, the termination of their respective Subsidiaries to, nor shall they authorize or permit any of their respective officers, directors or employees tothis Agreement in accordance with Section 8.01: (i) the Company shall, and shall use cause its Subsidiaries, and shall direct its or their commercially reasonable efforts respective Representatives to, (A) immediately cease and cause to cause be terminated any investment bankersolicitation, financial advisordiscussion or negotiation with any person conducted prior to the execution of this Agreement by the Company, attorney, accountants or other representatives retained by them its Subsidiaries or any of their respective Representatives with respect to any Acquisition Proposal, (B) request the prompt return or destruction of any confidential information previously furnished by the Company, any of its Subsidiaries or any of their respective Representatives to any person within the last twelve (12) months for the purposes of evaluating a possible Acquisition Proposal, and (C) terminate access by all persons (other than Parent and its Representatives) to any physical or electronic data rooms relating to a possible Acquisition Proposal; and (ii) the Company shall not, and shall cause its Subsidiaries not to, and shall direct its or their respective Representatives not to, directly or indirectly through another personindirectly, (iA) solicit, initiate or knowingly encourage (including by way of furnishing information)) the making, submission or announcement by any person of any proposal, offer or inquiry that constitutes, or knowingly take any other action designed would reasonably be expected to facilitatelead to, any Alternative Transaction an Acquisition Proposal, (as hereinafter defined)B) enter into, continue or (ii) participate in any discussions or negotiations with any person regarding any Alternative Transaction; providedAcquisition Proposal, however(C) furnish to any person (other than Parent, that ifSilk USA, at Merger Sub, or any time prior designees of Parent, Silk USA or Merger Sub, including their Representatives) any information relating to the time Company or any of its Subsidiaries, or afford access to the Qwest Stockholders' Approval business, properties, assets, books or records of the U S WEST Stockholders' Approval is obtainedCompany or any of its Subsidiaries to any person (other than Parent, Silk USA, Merger Sub, or any Representatives or other designees of Parent, Silk USA or Merger Sub), in each case, to knowingly facilitate or knowingly encourage the making of any Acquisition Proposal, (D) approve, endorse or recommend any Acquisition Proposal or any Acquisition Agreement or other agreement requiring the Company to abandon or terminate its obligations under this Agreement, or (E) resolve, propose or agree to do any of the foregoing. Without limiting the foregoing, the Board Company agrees that any material breach of Directors the restrictions on the Company set forth in this Section 5.02 by any Subsidiary or any Representative of Qwest the Company or U S WEST, as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in any of its Subsidiaries shall be deemed a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a material breach of this Section 5.035.02 by the Company. So long as the Company is not in material breach of this Section 5.02, U S WEST or Qwest, as applicable, may, subject notwithstanding anything to the Party receiving contrary contained herein pertaining to the Qwest Superior Proposal Company’s ability to enter into, continue or U S WEST Superior participate in any discussions with any person regarding any Acquisition Proposal, as the case Company may be, giving in good faith seek bona fide clarifications of the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of a bona fide unsolicited written Acquisition Proposal to determine whether such Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal, such request or proposal and the identity of to be made to the person (or its or their Representatives) making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoingAcquisition Proposal.

No Solicitation. (a) From and after the date hereof, Qwest and U S WEST The Company shall not, nor shall they it permit any of their respective Subsidiaries toits Subsidiaries, nor shall they authorize or permit any officer, director, employee, agent or representative of the Company or any of their respective officersits Subsidiaries (including, directors or employees towithout limitation, and shall use their commercially reasonable efforts to cause any investment banker, financial advisor, attorney, accountants attorney or other representatives accountant retained by them the Company or any of their respective Subsidiaries not toits Subsidiaries) (collectively, "REPRESENTATIVES"), directly or indirectly through another personindirectly, to (i) solicitinitiate, initiate solicit or encourage (including any inquiries or proposals that constitute, or could reasonably be expected to lead to, a proposal or offer for a merger, consolidation, business combination, sale of assets representing a substantial portion of the assets of the Company and its Subsidiaries, taken as a whole, or a sale of shares representing 20% or more of the capital stock of the Company, including, without limitation, by way of furnishing informationa tender offer or exchange offer by any person for 20% or more of the shares of capital stock of the Company, other than the Merger and the other transactions contemplated by this Agreement (the "TRANSACTIONS") (any of the foregoing inquiries or proposals being referred to in this Agreement as an "ALTERNATIVE PROPOSAL"), (ii) engage in negotiations or knowingly discussions concerning, or provide to any person or entity any non-public information or data relating to the Company or any of its Subsidiaries for the purposes of, or otherwise cooperate with or assist or participate in, facilitate or encourage, any inquiries relating to or the making of any Alternative Proposal, (iii) agree to, approve or recommend any Alternative Proposal or (iv) take any other action designed inconsistent with the obligations and commitments of the Company pursuant to facilitatethis Section 5.3; PROVIDED, HOWEVER, that nothing contained in this Agreement shall prevent the Company or its Board of Directors from (A) furnishing non-public information to, or entering into discussions or negotiations with, any person or entity in connection with an unsolicited bona fide written Alternative Transaction Proposal (as hereinafter definedfor which financing, to the extent required, is then committed or which, in the good faith judgment of the Company's board of directors after consultation with the Company's financial advisor, is reasonably capable of being obtained) to the Company or its stockholders from persons other than Parent and its affiliates (a "THIRD PARTY"), if and only to the extent that (1) the Board of Directors of the Company, by action of a majority of the members of the Board of Directors who are not affiliated with either the Parent or (ii) participate the person making such Alternative Proposal or their respective affiliates, determines in any discussions regarding any Alternative Transaction; providedgood faith, howeverafter consultation with the Company's outside counsel and its financial advisors, that if(x) such Alternative Proposal is more favorable from a financial point of view to the Company's stockholders than the Merger and the other Transactions and (y) failure by the Board of Directors to furnish such information to or enter into discussions or negotiations with such Third Party could reasonably be expected to result in a breach of its fiduciary duties to the Company's stockholders under applicable law, at any time and (2) prior to the time the Qwest Stockholders' Approval furnishing such non-public information to, or the U S WEST Stockholders' Approval is obtainedentering into discussions or negotiations with, such Third Party, the Board of Directors of Qwest the Company receives from such person or U S WESTentity an executed confidentiality agreement with terms no less favorable to such party than those contained in the Confidentiality Agreement; or (B) complying with Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal or making any other public disclosure that, as based upon advice of the case may beCompany's outside counsel, the Board of Directors determines in its good faithfaith judgment is required by applicable law, rule or regulation; PROVIDED, that prior to provide making any such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as other public disclosure the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject Company shall to the Party receiving extent reasonably practicable inform the Qwest Superior Proposal Parent that it intends to make such disclosure. The Company will immediately cease and cause to be terminated any existing activities, discussions or U S WEST Superior Proposal, as negotiations by the case may be, giving the other Party written notice of Company or its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information Representatives with any parties conducted heretofore with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each any of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoing.

No Solicitation. (a) From and after Except as contemplated by Section 5.13, neither Stockholder, the date hereof, Qwest and U S WEST shall not, Company nor shall they permit any of their respective Subsidiaries toor affiliates shall, nor shall they Stockholder, the Company or any of their respective Subsidiaries or affiliates authorize or permit any of their respective officers, directors managing directors, directors, employees, representatives or employees to, and shall use their commercially reasonable efforts agents (including but not limited to cause any investment banker, financial advisor, attorney, accountants accountant or other representatives retained by them representative or any of their respective Subsidiaries not agent) to, directly or indirectly through another personindirectly, (ia) solicit, initiate or initiate, encourage (including by way of furnishing informationinformation or assistance), or knowingly take any other action designed to facilitate, any Alternative Transaction inquiry or the making of any proposal or offer (as hereinafter definedincluding any proposal or offer to any of its shareholders) (i) with respect to any acquisition or sale of all or any significant portion of the assets of, or any equity interest in (whether newly-issued equity interests or outstanding equity interests), the Company and its Subsidiaries, taken as a whole, or any tender offer (including a self tender offer) or exchange offer, merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of the Company's Subsidiaries or (ii) which could reasonably be expected to impede, frustrate, prevent, delay or nullify any of the transactions contemplated by this Agreement or to materially diminish the benefits to Purchaser of the transactions contemplated by this Agreement or (b) enter into or participate in any discussions or negotiations regarding any Alternative Transactionof the foregoing, or in the furtherance of any inquiries regarding any of the foregoing, or furnish to any other Person any information with respect to its business, properties or assets or any of the foregoing; provided, howeverthat the foregoing clauses (a) and (b) shall not prohibit the Company's Supervisory Board or Board of Management from (i) furnishing information concerning the Company and its business, properties or assets to a third party who has made a bona fide written transaction proposal, which is not subject to any material contingencies relating to financing, in response to a request for such information, pursuant to a confidentiality agreement on terms no less favorable to the Company than the Confidentiality Agreement, so long as neither such request for information nor such transaction proposal was solicited, initiated, encouraged or facilitated in violation of clause (a) above, (ii) engaging in discussions or negotiations with such a third party who has made such a transaction proposal or (iii) following receipt of such a transaction proposal, taking and disclosing to its shareholders a position contemplated by Rule 14e-2(a) under the Exchange Act or applicable Dutch Law or disclosing to its shareholders information required by Schedule 14D-9, in each case to the extent permitted by the last sentence of Section 1.8(a); provided, further, that ifany such action referred to in the foregoing clauses (i) and (ii) may be taken by the Company only if its Board of Management or Supervisory Board, at any time prior as applicable, shall have concluded in good faith and on the basis of advice (x) from the Company's financial advisors, that such transaction proposal involves consideration to the time Company's shareholders that is superior to the Qwest Stockholders' Approval Offer Consideration, and (y) from outside counsel that failure to take such action would constitute a breach of the fiduciary duties of such Boards under Dutch Law; and provided, further, that the Company shall not take any of the foregoing 57 50 actions referred to in clauses (i) through (iii) until after providing prior written notice to Purchaser. If the Company or the U S WEST Stockholders' Approval is obtained, Stockholder or the Board of Directors Management or Supervisory Board of Qwest either such party receives an inquiry, proposal or U S WESToffer relating to any of the foregoing, then the Company or Stockholder, as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal shall orally (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (xwithin one Business Day) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing (as promptly as practicable) inform Purchaser of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person Person making such request or proposalit. Each of Qwest the Company and U S WEST Stockholder agrees that it will keep the other Party reasonably informed immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the status (including amendments or proposed amendments) of such request or proposal on a current basisforegoing. Each of Qwest the Company and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion Stockholder agrees that it will take the necessary steps to promptly inform the individuals or negotiation with any persons conducted heretofore by them or their representatives with respect entities referred to in the foregoingfirst sentence of this Section of the obligations undertaken in this Section .

No Solicitation. (a) From and after the date hereof, Qwest and U S WEST The Company shall not, nor and the Company shall they permit any of cause its subsidiaries and its and their respective Subsidiaries Representatives not to, nor (i) directly or indirectly solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing information) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to a Company Takeover Proposal or (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person regarding, furnish to any Person any information or afford access to the business, properties, assets, books or records of the Company to, or take any other action to assist or knowingly facilitate or knowingly encourage any effort by any Person, in each case, in connection with or in response to any inquiry, offer or proposal that constitutes, or could reasonably be expected to lead to, any Company Takeover Proposal (other than, solely in response to an inquiry that did not result from a material breach of this Section 6.02(a), to refer the inquiring person to this Section 6.02 and to limit its communication exclusively to such referral). The Company shall, and shall they authorize or permit any of cause its subsidiaries and its and their respective officersdirectors, directors or employees managers and officers to, and shall use their commercially its reasonable best efforts to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them or any of its and their respective Subsidiaries not Representatives to, directly or indirectly through another person, immediately (i) solicitcease all solicitations, initiate discussions and negotiations regarding any inquiry, proposal or encourage (including by way of furnishing information)offer pending on the Agreement Date that constitutes, or knowingly take any other action designed could reasonably be expected to facilitatelead to, any Alternative Transaction (as hereinafter defined)a Company Takeover Proposal, or (ii) participate request the prompt return or destruction of all confidential information previously furnished to any Person within the last six months for the purposes of evaluating a possible Company Takeover Proposal and (iii) terminate access to any physical or electronic data rooms relating to a possible Company Takeover Proposal. Notwithstanding anything to the contrary contained in the foregoing or any discussions regarding any Alternative Transaction; provided, however, that ifother provision of this Agreement, at any time prior during the Pre-Closing Period, in response to a Company Takeover Proposal made after the time Agreement Date that did not result from a material breach of this Section 6.02(a), in the Qwest Stockholders' Approval or event that the U S WEST Stockholders' Approval is obtainedCompany Board determines, the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, after consultation with outside counsel and an independent financial advisor, that such Company Takeover Proposal constitutes or could reasonably be expected to provide such information or lead to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Company Proposal (as such terms are defined in Section 6.02 hereofa “Qualifying Company Takeover Proposal”), as the case Company may be, that was not initially solicited by it and that did not otherwise result from a breach (A) enter into an Acceptable Confidentiality Agreement with any Person or group of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Persons making such Qualifying Company Takeover Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (xB) furnish information with respect to Qwest the Company to the Person or U S WEST, group of Persons making such Qualifying Company Takeover Proposal and its or their Representatives pursuant to an Acceptable Confidentiality Agreement so long as the case may beCompany concurrently or promptly thereafter provides Parent, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify accordance with the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate Confidentiality Agreement, any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives material non-public information with respect to the foregoing.Company furnished to such other Person or group of Persons that was not previously furnished to Parent and (C) participate in discussions or negotiations with such Person or group of Persons and its or their Representatives regarding such Qualifying Company Takeover Proposal (including soliciting the making of a revised Qualifying Company Takeover Proposal); provided that the Company may only take the actions described in clauses (A), (B) or (C) above if the Company Board determines, in good faith, after consultation with outside counsel, that the failure to take any such action would be inconsistent with its fiduciary duties under applicable Law. The Company shall not, and shall cause its Representatives not to, release any Person from, or waive, amend or modify any provision of, or grant permission under or fail to enforce, any standstill provision in any agreement to which the Company is a party; provided that, if the Company Board determines in good faith, after consultation with outside counsel that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law, the Company may waive any such standstill provision solely to the extent necessary to permit the applicable Person (if such Person has not been solicited in breach of this Section 6.02) to make, on a confidential basis to the Company Board, a Company Takeover Proposal, conditioned upon such Person agreeing that the Company shall not be prohibited from providing any information to Parent (including regarding any such Company Takeover Proposal) in accordance with, and otherwise complying with, this Section 6.02. Wherever the term “

No Solicitation. The Company shall not (a) From and after the date hereofwhether directly or indirectly through advisors, Qwest and U S WEST shall notagents or other intermediaries), nor shall they permit any of their respective Subsidiaries to, nor shall they the Company authorize or permit any of their respective its officers, directors directors, agents, representatives, advisors or employees subsidiaries to, and shall use their commercially reasonable efforts to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them or any of their respective Subsidiaries not to, directly or indirectly through another person, (ia) solicit, initiate or encourage take any action knowingly to facilitate the submission of inquiries, proposals or offers from any person (other than Sub or Parent) relating to (i) any acquisition or purchase of any material assets of the Company or of over 5% of any class of equity securities of the Company, (ii) any tender offer (including a self tender offer) or exchange offer that if consummated would result in any person beneficially owning 5% or more of any class of equity securities of the Company, (iii) any merger, consolidation, business combination, sale of substantially all of the assets, recapitalization, liquidation, dissolution or similar transaction involving the Company other than the transactions contemplated by way this Merger Agreement, or (iv) any other transaction the consummation of furnishing informationwhich would or could reasonably be expected to impede, interfere with, prevent or materially delay the Merger (collectively, “Acquisition Proposals”), or knowingly take agree to or endorse any other action designed to facilitate, any Alternative Transaction (as hereinafter defined)Acquisition Proposal, or (iib) enter into or participate in any discussions or negotiations regarding any Alternative Transaction; providedof the foregoing, however, that if, at or furnish to any time prior to the time the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtained, the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish person any information with respect to Qwest its business, properties or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal assets in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity any of the foregoing, or otherwise cooperate in any way with, or knowingly assist or participate in, facilitate or encourage, any effort or attempt by any other person making such request (other than Sub or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed Parent) to do or seek any of the status (including amendments or proposed amendments) of such request or proposal on a current basisforegoing. Each of Qwest and U S WEST shall The Company will immediately cease and terminate cause its advisors, agents and other intermediaries to cease any and all existing solicitationactivities, initiation, encouragement activity, discussion discussions or negotiation negotiations with any persons parties conducted heretofore by them or their representatives with respect to any of the foregoing, and shall use its reasonable best efforts to cause any such parties in possession of confidential information about the Company that was furnished by or on behalf of the Company to return or destroy all such information in the possession of any such party or in the possession of any agent or advisor of any such party.

No Solicitation. Until the earlier of (ai) From and after the Closing, or (ii) the date of termination of this Agreement pursuant to the provisions of SECTION 8.1 hereof, Qwest and U S WEST Seller shall not, not (nor shall they permit Seller permit, as applicable, any of their respective Subsidiaries toor Affiliates or any officers, nor shall they authorize directors, Employees, stockholders, agents or permit representatives of any of their respective officersthe foregoing to), directors directly or employees toindirectly, take any of the following actions with any party other than Buyer and shall use their commercially reasonable efforts its representatives, advisors and designees: (a) solicit, encourage, seek, entertain, support, assist, initiate or participate in any inquiry, negotiations or discussions, or enter into any agreement, with respect to cause any investment bankeroffer or proposal to acquire all or any material part of the Business, financial advisorthe assets (tangible or intangible), attorneyproperties or technologies (including the Quitclaim IP) of Target, accountants its Subsidiaries or the Business, or any amount of Shares or other representatives retained Ordinary Shares (whether or not outstanding), whether by them merger, consolidation, purchase of shares or assets, tender offer, other business combination, license or otherwise, or effect any such transaction, (b) disclose any information not customarily disclosed to any Person concerning the Business, the assets (tangible or intangible), properties or technologies (including the Quitclaim IP) of Target, its Subsidiaries or the Business, or afford to any Person access to the properties, technologies, books or records of same, not customarily afforded such access, (c) assist, facilitate or cooperate with any Person to make any proposal regarding the transactions referenced in clause (a), or (d) enter into any agreement with any Person relating to any of the foregoing. Seller shall immediately cease and cause to be terminated any such negotiations, discussions, grants of access, sharing of information or agreements (other than with Buyer) that are the subject matter of clause (a), (b), (c) or (d) above. In the event that Seller, Xxxxxxx Xxxxxx or any of their respective Subsidiaries not toAffiliates shall receive, prior to the Closing or the termination of this Agreement in accordance with SECTION 8.1 hereof, any offer, proposal, or request, directly or indirectly through another personindirectly, of the type referenced in clause (a), (i) solicit, initiate or encourage (including by way of furnishing information), or knowingly take any other action designed to facilitate, any Alternative Transaction (as hereinafter definedc), or (iid) participate above, or any request for disclosure or access as referenced in any discussions regarding any Alternative Transaction; providedclause (b) above, however, that if, at any time prior to the time the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtained, the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, Seller shall immediately (x) furnish suspend any discussions with such offeror or party with regard to such offers, proposals, or requests and (y) notify Buyer thereof in writing promptly (but in any event within two (2) Business Days of receipt of same), which notice shall include information with respect as to Qwest the identity of the offeror or U S WESTthe party making any such offer or proposal and the specific terms of such offer or proposal, as the case may be, and (y) engage such other information related thereto as Buyer may reasonably request. The parties hereto agree that irreparable damage would occur in discussion the event that the provisions of this SECTION 4.2 were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed by the parties hereto that Buyer shall be entitled to an immediate injunction or injunctions, without the necessity of proving the inadequacy of money damages as a remedy and negotiations regarding such proposal. Each without the necessity of Qwest posting any bond or other security, to prevent breaches of the provisions of this SECTION 4.2 and U S WEST shall promptly notify to enforce specifically the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity provisions hereof in any court of the person making such request United States or proposalany state thereof or any foreign court having jurisdiction, this being in addition to any other remedy to which Buyer may be entitled at law or in equity. Each of Qwest and U S WEST will keep Without limiting the other Party reasonably informed foregoing, it is understood that any violation of the status (including amendments restrictions set forth above by any officer, director, agent, employee, independent contractor, member, stockholder, agent, representative, Subsidiary or proposed amendments) Affiliate of such request or proposal on Seller shall be deemed to be a current basis. Each breach of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore this Agreement by them or their representatives with respect to the foregoingSeller.

No Solicitation. (a) From and after the date hereofof this Agreement to March 31, Qwest 1997 (the "Exclusivity Period"), Seller and U S WEST shall Shareholder will not, nor shall they permit any of their respective Subsidiaries to, nor shall they authorize or permit any of their respective officers, directors or employees to, and shall use their commercially reasonable efforts to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them or any of their respective Subsidiaries not to, directly or indirectly through another personany officer, director, stockholder or agent of Seller, or otherwise (i) solicit, initiate or encourage (including by way the submission of furnishing information)inquiries, takeover proposals or offers from any corporation, partnership, person or other entity or group relating to any acquisition or purchase of all or substantially all of the assets of, or knowingly take any other action designed to facilitate, any Alternative Transaction (as hereinafter defined)equity interest in Seller, or any merger, consolidation or business combination involving the Seller; (ii) enter into negotiations regarding the foregoing or furnish to any person or entity information concerning the Seller for any of the foregoing purposes; or (iii) otherwise cooperate with or assist, to participate in, facilitate or encourage, any effort or attempt by any other person to do or seek any of the foregoing. For purposes of this Agreement, "takeover proposal" means any inquiry, proposal or offer from the Interested Party relating to any direct or indirect acquisition or purchase of a substantial amount of assets of Seller or any of its subsidiaries or over 20% of any class of equity securities of Seller or any of its subsidiaries or any offer that if consummated would result in any discussions regarding person beneficially owning 20% or more of any Alternative Transaction; providedclass of equity securities of Seller of any of its subsidiaries, howeveror any merger, that ifconsolidation, at business combination, sale of substantially all assets, recapitalization, liquidation, dissolution or similar transaction involving the Seller or any time prior of its subsidiaries other than the transactions contemplated by this Agreement, or any other transaction the consummation of which would reasonably be expected to impede, interfere with, prevent or materially delay the time the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtained, the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach closing of this Section 5.03, U S WEST Agreement or Qwest, as applicable, may, subject which would reasonably be expected to dilute materially the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention benefits to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity Buyer of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoingtransactions contemplated herein.

No Solicitation. (a) From Pursuant to the Merger Agreement, from and after the date hereofof the Merger Agreement until the earlier of the Effective Time or the termination of the Merger Agreement in accordance with its terms, Qwest and U S WEST the Company shall not, nor shall they permit any of their respective Subsidiaries to, nor shall they authorize or permit any of their respective officers, directors or employees to, and shall use their commercially reasonable efforts to cause its subsidiaries and any investment banker, financial advisor, attorney, accountants person acting on behalf of the Company or other representatives retained by them or any of their respective Subsidiaries its subsidiaries not to, directly or indirectly through another personindirectly, (ia) solicit, initiate initiate, continue or encourage respond to discussions or engage in negotiations with any person (including whether such negotiations are initiated by way the Company or any of furnishing information), its subsidiaries or knowingly otherwise) or take any other action intended or designed to facilitatefacilitate the efforts of any person, other than Parent, relating to the possible acquisition, recapitalization or other business combination involving the Company or any Alternative Transaction of its subsidiaries (whether by way of merger, purchase of capital stock, purchase of assets or otherwise) or any material portion of its capital stock or assets, or any transaction the consummation of which would or would reasonably be expected to impede, interfere with, prevent or materially delay the transaction contemplated by the Merger Agreement or which would or would reasonably be expected to materially dilute the benefits to Parent of the transaction contemplated by the Merger Agreement (with any such efforts by any such person to be referred to as hereinafter definedan "Acquisition Proposal"), (b) provide non-public information with respect to the Company or any of its subsidiaries to any person, other than its professional advisors, Parent or Parent's professional advisors, or (iic) enter into an agreement with any person, other than Parent and the Purchaser, providing for a possible Acquisition Proposal. If the Company or any of its subsidiaries receives any inquiry, offer or proposal relating to an Acquisition Proposal, the Company shall, and shall cause its subsidiaries to, immediately notify Parent thereof, including information as to the identity of the party making any such inquiry, offer or proposal and the specific terms of such inquiry, offer or proposal, as the case may be. Notwithstanding the foregoing, prior to the acceptance for payment of Shares by the Purchaser pursuant to the Offer, the Company may, to the extent a majority of the entire Board of Directors of the Company determines, in good faith, after consultation with and based upon the advice of outside legal counsel, that the Board's fiduciary duties require it to do so, participate in discussions or negotiations with, and, subject to the requirements described below, furnish non-public information, and afford access to the properties, books or records of the Company or any discussions regarding of its subsidiaries to any Alternative Transactionperson after such person has delivered to the Company in writing, an unsolicited bona fide Acquisition Proposal with respect to the Company or any of its subsidiaries (which has not been withdrawn) which a majority of the entire Board of Directors of the Company in its good faith judgment determines, after reasonable inquiry and due diligence (which shall include the review of such person's financial statements) and consultation with an investment banking firm, (A) would be reasonably likely to result in a transaction more favorable than that contemplated by the Merger Agreement to the stockholders of the Company from a financial point of view (which judgment must be reasonable), and (B) that the person making such Acquisition Proposal is financially capable of consummating such Acquisition Proposal or that the financing necessary to consummate such Acquisition Proposal, to the extent required, is then committed or is reasonably capable of being obtained by such Person (a "Superior Proposal"). In the event the Company receives a Superior Proposal prior to the acceptance for payment of Shares by the Purchaser pursuant to the Offer, nothing contained in the Merger Agreement (but subject to the terms of this paragraph and the immediately preceding paragraph) will prevent the Board of Directors of the Company from recommending such Superior Proposal to the stockholders of the Company, if the Board determines, in good faith, after consultation with and based upon the advice of outside legal counsel, that such action is required by its fiduciary duties; in such case, the Board of Directors of the Company may withdraw, modify or refrain from making its recommendations to stockholders to accept the Offer and approve the Merger, and, to the extent it does so, the Company may refrain from soliciting proxies to secure the affirmative vote of its stockholders; provided, however, that ifthe Company shall (i) provide Parent at least five business days prior notice of any meeting of the Board of Directors of the Company at which such Board of Directors is reasonably expected to consider a Superior Proposal, (ii) not recommend to its stockholders a Superior Proposal for a period of not less than the greater of five full business days and 120 hours after Xxxxxx's receipt of a copy of such Superior Proposal and the identity of the third party, and (iii) not enter into a definitive agreement relating to such Superior Proposal unless Parent fails to match the terms of the Superior Proposal within the greater of five full business days and 120 hours after Parent's receipt of a copy of such Superior Proposal and the identity of the third party; and provided, further, that unless the Merger Agreement is terminated in accordance with its terms, nothing in this paragraph shall limit the Company's obligation to hold and convene a special meeting of its stockholders (regardless of whether the recommendation of the Board of Directors of the Company shall have been withdrawn, modified or not yet made) or to provide the stockholders of the Company with material information relating to such meeting. The Company shall keep Parent informed on a reasonably current basis of the status and content of any discussions regarding any Acquisition Proposal with a third party. Notwithstanding the foregoing, the Company shall not, and shall cause its subsidiaries not to, provide any non-public information to a third party unless: (x) the Company or such subsidiary provides, such non-public information pursuant to a nondisclosure agreement with terms regarding the protection of oral or written confidential information at any time prior least as restrictive as such terms in the confidentiality agreement heretofore entered into by the Company and Parent; and (y) such non-public information has been previously delivered or made available to Parent. MEETING OF STOCKHOLDERS; PROXY STATEMENT. The Merger Agreement provides that as soon as practicable following the acceptance for payment of and payment for Shares by the Purchaser in the Offer, if required by law to consummate the Merger, the Company shall, with the cooperation of Parent, take all action necessary, in accordance with the DGCL, the Exchange Act and other applicable law and its certificate of incorporation and by-laws to call a special meeting of its stockholders (the "Stockholders Meeting") for the purpose of voting upon the approval of the Merger Agreement and the transactions contemplated thereby and to solicit proxies pursuant to the time Proxy Statement in connection therewith. Subject to the Qwest StockholdersBoard of Directors' Approval or fiduciary duties under applicable law, as determined in good faith by such directors in consultation with and based upon the U S WEST Stockholders' Approval is obtainedadvice of outside legal counsel as required by the Merger Agreement, the Board of Directors of Qwest the Company shall solicit from its stockholders proxies in favor of approval of the Merger Agreement and the transactions contemplated thereby and shall take all reasonable action necessary or U S WESTadvisable to secure the vote or consent of its stockholders in favor of such approval. At the Stockholders Meeting, Parent and the Purchaser shall cause all of the Shares owned by them to be voted in favor of the adoption of this Agreement. The Company, if requested by Parent, shall promptly prepare and file with the Commission a proxy statement or information statement (together with any supplement or amendment thereto, the "Proxy Statement") to obtain the requisite stockholder approval of the Merger Agreement and the transactions contemplated thereby. Subject to the Board of Directors' fiduciary duties under applicable law, as the case may be, determines determined in good faith, that to provide faith by such information or to participate directors in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (consultation with and based upon the advice of outside legal counsel as such terms are defined in Section 6.02 hereof), as required by the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative TransactionMerger Agreement, the material terms and conditions Proxy Statement shall include the recommendation of such request or proposal the Board of Directors to approve the Merger Agreement and the identity of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoingtransactions contemplated thereby.

No Solicitation. (a) From Until the earlier of the Closing Date and after the date hereofof termination of this Agreement pursuant to Section 8.1, Qwest and U S WEST shall notnone of the Sellers, the Company or any of the Subsidiaries nor shall they permit any of their respective Subsidiaries tomanagers, nor shall they authorize or permit any of their respective officersmembers, directors or employees toEmployees, and shall use their commercially reasonable efforts to cause any investment bankerstockholders, Affiliates, financial advisoradvisors or representatives (collectively, attorney, accountants or other representatives retained by them or any of their respective Subsidiaries not tothe “Representatives”) shall, directly or indirectly through another personindirectly, take any of the following actions with any Person other than Buyer and its designees: (i) solicit, initiate initiate, entertain or encourage agree to any proposals or offers from any Person relating to (including A) any merger, share exchange, business combination, reorganization, consolidation or similar transaction involving the Company or any of the Subsidiaries, (B) the acquisition of beneficial ownership of any equity or ownership interest in the Company or any of the Subsidiaries, whether by way issuance by the Company or any of furnishing informationthe Subsidiaries or by purchase (through a tender offer, exchange offer, negotiated purchase or otherwise) from any Seller or otherwise, (C) the license or transfer of all or a material portion of the assets of the Company or any of the Subsidiaries or (D) any transaction that may be inconsistent with or that may have an adverse effect upon the Transactions (any of the transactions described in clauses (A) through (D), or knowingly take any other action designed to facilitate, any Alternative Transaction (as hereinafter defineda “Third-Party Acquisition”), or (ii) participate in any discussions regarding or negotiations regarding, or furnish to any Alternative TransactionPerson any information with respect to, or otherwise cooperate with, facilitate or encourage any effort or attempt by any Person to do or seek, a Third-Party Acquisition; provided, however, that ifnothing in Section 5.1 or this Section 5.10 shall limit the ability of the Company or any of its Subsidiaries to sell any equity or ownership interest in the Company or any of its Subsidiaries to Servigistics, at any time prior to the time the Qwest Stockholders' Approval LLC or the U S WEST Stockholders' Approval is obtained, the Board of Directors of Qwest or U S WEST, its Affiliates so long as the case may be, determines in good faith, that principal purpose of such sale is to provide such information raise capital to fund the ongoing business operations of the Company or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice any of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoingSubsidiaries.

No Solicitation. (a) From Until the earlier of the Effective Time and after the date of termination of this Agreement pursuant to the provisions of Section 8.1 hereof, Qwest and U S WEST shall notthe Company will not (nor will the Company direct, nor shall they permit any of their respective Subsidiaries toauthorize, nor shall they authorize encourage or permit any of their respective the Company’s officers, directors directors, stockholders, agents, employees, representatives or employees affiliates to) directly or indirectly, take any of the following actions with any party other than Parent and shall use their commercially reasonable efforts its designees: (a) solicit, initiate, entertain, or encourage any proposals or offers from, or conduct discussions with or engage in negotiations with, any person relating to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them possible acquisition of the Company or any of their respective its Subsidiaries not to, directly or indirectly through another person, (i) solicit, initiate or encourage (including whether by way of furnishing informationmerger, purchase of capital stock, purchase of assets or otherwise), or knowingly take any other action designed to facilitate, any Alternative Transaction (as hereinafter defined), or (ii) participate in any discussions regarding any Alternative Transaction; provided, however, that if, at any time prior to the time the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtained, the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice material portion of its intention to do so, after obtaining a confidentiality agreement substantially similar to assets or any equity interest in the Confidentiality Agreement dated July 8, 1999 between the PartiesCompany or any of its Subsidiaries, (xb) furnish provide information with respect to Qwest it to any person, other than Parent and its designees, relating to, or U S WESTotherwise cooperate with, facilitate or encourage any effort or attempt by any such person with regard to, any possible acquisition of the Company (whether by way of merger, purchase of capital stock, purchase of assets or otherwise), any material portion of its assets or any equity interest in the Company or any of its Subsidiaries, (c) enter into an agreement with any person, other than Parent and Merger Sub, providing for the acquisition of the Company (whether by way of merger, purchase of capital stock, purchase of assets or otherwise), any material portion of its capital stock or assets or any equity interest in the Company or any of its Subsidiaries, or (d) make or authorize any statement, recommendation or solicitation in support of any possible acquisition of the Company or any of its Subsidiaries (whether by way of merger, purchase of capital stock, purchase of assets or otherwise), any material portion of its assets or any equity interest in the Company or any of its Subsidiaries by any person, other than by Parent and Merger Sub. The Company shall immediately cease and cause to be terminated any such contacts or negotiations with third parties relating to any such transaction or proposed transaction. In addition to the foregoing, if the Company receives prior to the Effective Time or the termination of this Agreement any offer or proposal relating to any of the above, the Company shall immediately notify Parent thereof, including information as to the identity of the offer or the party making any such offer or proposal and the specific terms of such offer or proposal, as the case may be, and (y) engage in discussion and negotiations regarding such proposalother information related thereto as Parent may reasonably request. Each of Qwest and U S WEST shall promptly notify Except as contemplated by this Agreement, disclosure by the other Party orally and in writing of any request for information Company or of any proposal in connection with an Alternative Transactionthe Company’s officers, the material terms and conditions of such request directors, stockholders, agents, employees, representatives or proposal and the identity affiliates of the person making such request or proposalterms hereof (other than the prohibition of this Section 4.2) shall be deemed to be a violation of this Section 4.2. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoing.ARTICLE V

No Solicitation. (a) From and after Until the date hereofearlier of (i) the termination of this Agreement or (ii) the consummation transactions contemplated hereby, Qwest and U S WEST shall Seller will not, nor shall they and will not permit any of their respective its Subsidiaries to, nor shall they authorize or permit any of their respective officers, directors or employees to, and shall use their commercially reasonable efforts to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them or any of their respective the affiliates, employees, directors, officers, advisors, consultants or representatives of Seller or any of its Subsidiaries not to, directly or indirectly through another personindirectly, (i) initiate, solicit, initiate negotiate, discuss, undertake, authorize, recommend, propose or encourage enter into any transaction involving the direct or indirect disposition of the Business other than the transactions contemplated hereby (including by way of furnishing informationan “Acquisition Transaction”), or knowingly take any other action designed to (ii) facilitate, encourage, 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 Alternative Transaction (as hereinafter defined)Person or entity, any information concerning the business, operations, properties or assets of Seller or its Subsidiaries in connection with an Acquisition Transaction, or (iiiv) participate otherwise cooperate in any discussions regarding way with, or assist or participate in, facilitate or encourage, any Alternative Transaction; provided, however, that if, at effort or attempt by any time prior to the time the Qwest Stockholders' Approval other Person or the U S WEST Stockholders' Approval is obtained, the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention entity to do soor seek any of the foregoing. Seller shall promptly (and in any event within two (2) Business Days after receipt thereof by Seller or its Representatives) notify Buyer in writing of any Acquisition Transaction, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish any request for information with respect to Qwest any Acquisition Transaction, or U S WEST, as the case may be, and (y) engage any inquiry with respect to or which could reasonably be expected to result in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Acquisition Transaction, the material terms and conditions of such request request, Acquisition Transaction or proposal inquiry, and the identity of the person Person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoingsame.

No Solicitation. (ai) From and after During the date hereofterm of this Agreement, Qwest and U S WEST the Company shall not, nor and shall they permit any of their respective Subsidiaries to, nor shall they not authorize or permit any of their respective officers, directors or employees to, and shall use their commercially reasonable efforts to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them its subsidiaries or any of their respective Subsidiaries not toits or its subsidiaries' directors, officers, employees, agents or representatives, directly or indirectly through another personindirectly, to (iA) solicit, initiate initiate, intentionally encourage or encourage (including by way of furnishing information)facilitate, or knowingly take furnish or disclose non-public information in furtherance of, any inquiries or the making of any proposal with respect to any recapitalization, merger, consolidation or other business combination involving the Company, or acquisition of any capital stock from the Company (other than upon exercise of Company Options that are outstanding as of the date hereof or that are granted in accordance with this Agreement) or 15% or more of the assets of the Company and its subsidiaries, taken as a whole, in a single transaction or a series of transactions, or any acquisition by the Company of any material assets or capital stock of any other action designed to facilitateperson, or any Alternative Transaction combination of the foregoing (as hereinafter defineda "Competing Transaction"), or (iiB) participate negotiate or otherwise engage in discussions with any discussions regarding person (other than Parent or its respective directors, officers, employees, agents and representatives) with respect to any Alternative TransactionCompeting Transaction or (C) enter into any agreement, arrangement or understanding requiring the Company to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement; provided, however, that ifthat, at any time prior before the approval of the Merger by the stockholders of the Company, the Company may furnish information to, and negotiate or otherwise engage in discussions with, any person who delivers a bona fide written proposal for a Competing Transaction that was not solicited or intentionally encouraged after the date of this Agreement if and to the time the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtained, extent the Board of Directors of Qwest or U S WEST, as the case may be, Company determines in good faithfaith by a majority vote, after consultation with its outside legal counsel, that failing to provide take such information or to participate in action would constitute a breach of the fiduciary duties of the Board of Directors of the Company under Applicable Laws and determines that such negotiations or discussions is proposal for the Competing Transaction is, if accepted, reasonably likely to result be consummated and is, after consulting with Robertson Stephens (or any other nationally recognized investment xxxxxxx fxxx), xxre favorable to the Company's stockholders from a financial point of view than the transactions contemplated by this Agreement (including any adjustment to the terms and conditions proposed by Parent in response to such Competing Transaction) (a Qwest "Superior Proposal or a U S WEST Superior Proposal Proposal"); provided, further, that the Company notifies Parent not less than two business days prior to taking such action (which notice shall identify the person making the proposal and describe the terms thereof) and receives from the person making the proposal an executed confidentiality agreement in reasonably customary form and in any event containing terms at least as restrictive on the other person as the terms of the Confidentiality Agreement (as such terms are defined in Section 6.02 hereof5.3(f), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject ) are to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposalParent. Each of Qwest and U S WEST The Company shall promptly notify the other Party orally and in writing of any request for information or Parent of any proposal in connection with an Alternative Transaction, for a Competing Transaction (including the material terms and conditions of such request or proposal thereof and the identity of the person making such request or proposal. Each of Qwest it) as promptly as practicable (but in no event more than 24 hours) after its receipt thereof, and U S WEST will keep the other Party reasonably informed shall thereafter inform Parent on a prompt basis of the status (including amendments of any discussion or proposed amendments) negotiations with such third party and any material changes to the terms and conditions of such request or proposal on proposal, and shall promptly give Parent a current basiscopy of any information delivered to such person that has not previously been reviewed by Parent. Each of Qwest and U S WEST The Company shall immediately cease cease, and terminate any shall cause its and its subsidiaries' respective officers, directors and representatives to cease, all existing solicitationactivities, initiation, encouragement activity, discussion or negotiation discussions and negotiations with any persons parties conducted heretofore by them or their representatives with respect to the foregoingany proposal for a Competing Transaction.

No Solicitation. (a) From and after the date hereofhereof until termination of this Agreement, Qwest and U S WEST neither Company nor any of its Subsidiaries shall not(whether directly or indirectly through advisors, agents or other intermediaries), nor shall they permit Company or any of their respective its Subsidiaries to, nor shall they authorize or permit any of its or their respective officers, directors directors, agents, representatives or employees advisors to, and shall use their commercially reasonable efforts to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them or any of their respective Subsidiaries not to, directly or indirectly through another person, (i) solicit, initiate or initiate, encourage (including by way of furnishing information) or take any action knowingly to facilitate the submission of any inquiries, proposals or offers (whether or not in writing) from any person other than Parent relating to, (A) any acquisition or purchase of 15% or more of the consolidated assets of Company and its Subsidiaries (including through the formation of a joint venture) or of any equity securities of Company or any of its Subsidiaries, (B) any tender offer or exchange offer (including a self-tender offer) for any class of equity securities of Company or any of its Subsidiaries, (C) any merger, consolidation, business combination, reorganization, recapitalization, liquidation, dissolution or similar transaction involving Company or any of its Subsidiaries or (D) any other transaction the consummation of which would or could reasonably be expected to impede, interfere with, prevent or materially delay the Merger (any of the foregoing, a "TRANSACTION PROPOSAL"), or knowingly take agree to, approve or endorse any other action designed to facilitate, any Alternative Transaction (as hereinafter defined)Proposal, or (ii) enter into or participate in any discussions or negotiations regarding any Alternative Transaction; provided, however, that if, at any time prior to the time the Qwest Stockholders' Approval or the U S WEST Stockholders' Approval is obtained, the Board of Directors of Qwest or U S WEST, as the case may be, determines in good faith, that to provide such information or to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may be, that was not initially solicited by it and that did not otherwise result from a breach of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person making such request foregoing, or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments otherwise cooperate in any way with, or proposed amendments) of such request knowingly assist or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate participate in, facilitate or encourage, any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoing.effort

No Solicitation. (a) From and after During the date hereofterm of this Agreement, Qwest and U S WEST the Company shall not, nor and shall they permit any of their respective Subsidiaries to, nor shall they not authorize or permit any of their respective officers, directors or employees to, and shall use their commercially reasonable efforts to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by them its Subsidiaries or any of their respective Subsidiaries not toits or its Subsidiaries' directors, officers, employees, agents or representatives, directly or indirectly through another personindirectly, to solicit or initiate, or furnish or disclose non- public information in furtherance of, any inquiries or the making of any proposal with respect to any recapitalization, merger, consolidation or other business combination involving the Company, or the acquisition of 10% or more of the outstanding capital stock of the Company (iother than upon exercise of Options and Warrants which are outstanding as of the date hereof) solicitor any Subsidiary of the Company or, initiate the acquisition of 10% or encourage more of the assets of the Company and its Subsidiaries, taken as a whole, in a single transaction or a series of related transactions, or any combination of the foregoing (including by way of furnishing informationa "Company Competing Transaction"), or knowingly take negotiate or otherwise engage in discussions with any person (other than Parent, MergerSub or their respective directors, officers, employees, agents or representatives) with respect to any Company Competing Transaction or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other action designed transactions contemplated by this Agreement, and will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to facilitate, any Alternative Transaction (as hereinafter defined), or (ii) participate in any discussions regarding any Alternative proposal for a Company Competing Transaction; provided, however, that ifprovided that, at any time prior to the time approval of the Qwest Stockholders' Approval Merger by the shareholders of the Company, the Company may furnish information to, and negotiate or otherwise engage in discussions with, any party (a "Company Third Party") who (x) delivers a bona fide written proposal for a Company Competing Transaction which was not solicited or initiated by the U S WEST Stockholders' Approval is obtainedCompany, directly or indirectly, after the date of this Agreement and (y) enters into an appropriate confidentiality agreement with the Company (which agreement shall be no less favorable to the Company than the Confidentiality Agreement, and a copy of which will be delivered to Parent promptly after the execution thereof), if, but only if, the Board of Directors of Qwest or U S WEST, as the case may be, Company determines in good faithfaith by a majority vote after consultation with the Company's independent financial advisors, that such proposal could reasonably be expected to provide such information or lead to participate in such negotiations or discussions is reasonably likely to result in a Qwest Superior Proposal or a U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as the case may beTransaction; provided further, that was not initially solicited by it and that did not otherwise result nothing in this Agreement shall prevent the Company from a breach complying with the provisions of this Section 5.03, U S WEST or Qwest, as applicable, may, subject to Rule 14e-2 promulgated under the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information Exchange Act with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative a Company Competing Transaction, the material terms and conditions of such request or proposal and the identity of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the foregoing.