Common use of Acquisition Proposals Clause in Contracts

Acquisition Proposals. From the date hereof until the termination hereof, Parent, the Parent Subsidiaries, the Company and the Company Subsidiaries will not, and will cause their respective officers, directors, employees or other agents (including, without limitation, investment bankers, attorneys or accountants) not to, directly or indirectly, (i) take any action to solicit, initiate, encourage, enter into any agreement or otherwise facilitate any offer or proposal for, or any indication of interest in, a merger or other business combination involving Parent or Company or the acquisition of any equity interest in, or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), (ii) give any approval of the type referred to in Section 4.20 or 5.20 with respect to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Notwithstanding the foregoing, nothing contained in this Section 7.2 shall prohibit Parent or Company and their respective Boards of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent that, (A) such Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any such negotiations or discussions.

Acquisition Proposals. From The Company agrees that neither it nor any of its Subsidiaries nor any of the date hereof until the termination hereof, Parent, the Parent Subsidiaries, the Company officers and the Company directors of it or its Subsidiaries will notshall, and will that it shall cause their respective officersits and its Subsidiaries' employees, directorsagents and representatives (including any investment banker, employees attorney or other agents accountant (including, without limitation, investment bankers, attorneys "Representatives") retained by it or accountantsany of its Subsidiaries) not to, directly or indirectly, (i) take any action to solicit, initiate, encourage, enter into any agreement solicit or otherwise knowingly encourage or facilitate any inquiries or the making of any proposal or offer with respect to (a) a merger, reorganization, share exchange, consolidation or proposal forsimilar transaction involving the Company, (b) any purchase of an equity interest representing an amount equal to or any indication of greater than a 15% voting or economic interest in, a merger or other business combination involving Parent or in the Company or the acquisition (c) any purchase of any equity interest inassets, securities or a substantial portion ownership interests representing an amount equal to or greater than 15% of the consolidated assets of Parent the Company and its Subsidiaries taken as a whole, (any such proposal or Company, other than the transactions contemplated by the Transaction Documents (offer being hereinafter referred to as an "Acquisition Proposal"), (ii) give . The Company further agrees that neither it nor any approval of its Subsidiaries nor any of the type referred to officers and directors of it or its Subsidiaries shall, and that it shall cause its and its Subsidiaries' employees, agents and Representatives not to, directly or indirectly, engage in Section 4.20 or 5.20 with respect to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiariesnegotiations concerning, or (iv) engage in provide any confidential information or continue data to, or have any discussions or negotiations with, or disclose any nonpublic information Person relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an Acquisition Proposal. Notwithstanding the foregoing; provided, however, that nothing contained in this Section 7.2 Agreement shall prohibit Parent prevent the Company or Company and their respective Boards its Board of Directors from (i) taking and disclosing a position complying with respect to a tender offer by a third party pursuant to Rules its disclosure obligations under Sections 14d-9 and 14e-2(a) promulgated 14e-2 of the Exchange Act with regard to an Acquisition Proposal; provided, however, that if such disclosure has the effect of withdrawing, modifying or qualifying the Directors' Recommendation in a manner adverse to Cingular or the approval of this Agreement by the SEC under Board of Directors of the Exchange ActCompany, or Cingular shall have the right to terminate this Agreement to the extent set forth in Section 8.4(a) of this Agreement; and (ii) furnishing information at any time prior to, or entering into negotiations withbut not after, any person or entity that makes the time this Agreement is adopted by the Company Requisite Vote, (A) providing information in response to a request therefor by a Person who has made an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase written Acquisition Proposal if the Board of a substantial portion Directors of the assetsCompany receives from the Person so requesting such information an executed confidentiality agreement (other than standstill provisions) on customary terms; (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors of the Company receives from such Person an executed confidentiality agreement (other than standstill provisions) on customary terms; or (C) recommending such an unsolicited bona fide written Acquisition Proposal to the stockholders of the Company, business combination or other similar transaction, if, if and only to the extent that, (x) in each such case referred to in clause (A), (B) such or (C) above, the Board of Directors of the Company determines in good faith upon advice of after consultation with outside legal counsel that such action is required necessary in order for its directors to comply with their respective fiduciary duties under applicable Law, (y) in each case referred to in clause (B) or (C) above, the Board of Directors to comply of the Company determines in good faith (after consultation with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any such negotiations or discussions.advisor and

Acquisition Proposals. From SCB agrees that neither it nor any of its Subsidiaries nor any of the date hereof until the termination hereof, Parent, the Parent Subsidiaries, the Company officers and the Company directors of it or its Subsidiaries will notshall, and will that it shall use its reasonable best efforts to cause their respective officersits and its Subsidiaries' employees, directorsagents and representatives (including any investment banker, employees attorney or other agents (including, without limitation, investment bankers, attorneys accountant retained by it or accountantsany of its Subsidiaries) not to, directly or indirectly, (i) take any action to initiate, solicit, initiateencourage or facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to a merger, encouragereorganization, enter into any agreement share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance or otherwise facilitate any offer or proposal forsimilar transaction involving it, or any indication purchase or sale of interest inthe consolidated assets (including without limitation stock of Subsidiaries) of SCB and its Subsidiaries, taken as a merger whole, having an aggregate value equal to 25% or other business combination involving Parent or Company or more of the acquisition market capitalization of any equity interest inSCB, or a substantial portion any purchase or sale of, or tender or exchange offer for, 25% or more of the assets equity securities of Parent or Company, other than the transactions contemplated by the Transaction Documents SCB (being hereinafter referred to as an "Acquisition Proposal"), (ii) give . SCB further agrees that neither it nor any approval of its Subsidiaries nor any of the type referred officers and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to in Section 4.20 cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or 5.20 accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, have any discussion with respect or provide any information or data to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information Person relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal. Notwithstanding the foregoing, nothing contained anything in this Section 7.2 Agreement to the contrary, SCB and SCB's board of directors shall be permitted to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, with applicable case law, and with applicable fiduciary responsibilities. SCB shall notify CIBER promptly of any and all inquiries, proposals or offers received by, any such information requested from, or any discussions or negotiations sought to be initiated with, any of its representatives with regard to an Acquisition Proposal, indicating the name of the parties involved and the material terms and conditions of any inquiries, proposals or offers. Nothing in this Agreement shall prohibit Parent or Company and their respective Boards of Directors the SCB Board from engaging in the activities described above with respect to any person who has submitted on an unsolicited basis to SCB (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated an Acquisition Proposal believed by the SEC under the Exchange Act, SCB Board in good faith to be bona fide or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase expression of a substantial portion of interest believed by the assets, business combination or other similar transaction, if, and only to the extent that, (A) such SCB Board of Directors determines in good faith upon advice to be bona fide indicating such person's desire to pursue the possibility of counsel that such action is required for making an Acquisition Proposal on terms believed by the SCB Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice be financially superior to the other party to this Agreement to the effect that it is furnishing information toMerger (a "Superior Proposal") and, or entering into discussions or negotiations with, in either such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any such negotiations or discussions.case:

Acquisition Proposals. From Without limitation on any of such party's other obligations under this Agreement (including under Article IV hereof), but except to the date hereof until extent specifically permitted to such party pursuant to its Disclosure Schedules under subsections (e) and (f) of Sections 4.1 or 4.2, as the termination hereofcase may be, Parent, each of PNU and Monsanto agrees that neither it nor any of its Subsidiaries nor any of the Parent Subsidiaries, the Company officers and the Company directors of it or its Subsidiaries will notshall, and will that it shall use its reasonable best efforts to cause their respective officersits and its Subsidiaries' employees, directorsagents and representatives (including any investment banker, employees attorney or other agents (including, without limitation, investment bankers, attorneys accountant retained by it or accountantsany of its Subsidiaries) not to, directly or indirectly, (i) take any action to initiate, solicit, initiateencourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to a merger, encouragereorganization, enter into any agreement share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or otherwise facilitate any offer or proposal forsimilar transaction involving it, or any indication purchase or sale of interest inthe consolidated assets (including without limitation stock of Subsidiaries) of such party and its Subsidiaries, taken as a merger whole, having an aggregate value equal to 10% or other business combination involving Parent or Company or more of the acquisition market capitalization of any equity interest insuch party, or a substantial portion any purchase or sale of, or tender or exchange offer for, 10% or more of the assets equity securities of Parent such party (any such proposal or Company, offer (other than the transactions contemplated a proposal or offer made by the Transaction Documents (other party or an affiliate thereof) being hereinafter referred to as an "Acquisition Proposal"). Each party agrees that it will promptly inform the other party of its receipt of any inquiries, (ii) give offers or proposals received by any approval of its directors or executive officers relating to an Acquisition Proposal. Each of PNU and Monsanto further agrees that neither it nor any of its Subsidiaries nor any of the type referred officers and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to in Section 4.20 cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or 5.20 accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, have any discussion with respect or provide any confidential information or data to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information Person relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal. Notwithstanding the foregoing, nothing contained anything in this Section 7.2 shall prohibit Parent Agreement to the contrary, each of PNU and Monsanto or Company and their its respective Boards Board of Directors from shall be permitted to (iA) taking and disclosing a position to the extent applicable, comply with respect to a tender offer by a third party pursuant to Rules Rule 14d-9 and 14e-2(a) Rule 14e-2 promulgated by the SEC under the Exchange ActAct with regard to an Acquisition Proposal, or (iiB) furnishing information to, or entering into negotiations with, any person or entity that makes in response to an unsolicited bona fide proposal written Acquisition Proposal by any Person, recommend approval of such an unsolicited bona fide written Acquisition Proposal to acquire Parent its stockholders or Company pursuant effect an Adverse Change in the PNU Recommendation or an Adverse Change in the Monsanto Recommendation, as the case may be, or (C) engage in any discussions or negotiations with, or provide any information to, any Person in response to a mergeran unsolicited bona fide written Acquisition Proposal by any such Person, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, if and only to the extent that, in any such case as is referred to in clause (AB) such or (C), (i) its Stockholders Meeting shall not have occurred, (ii) its Board of Directors determines (x) in the case of clause (B) above, concludes in good faith upon advice of counsel that such action is required for Acquisition Proposal constitutes a Superior Proposal and provides written notice of termination of this Agreement pursuant to Section 7.1(f) or (y) in the case of clause (C) above concludes in good faith that such Acquisition Proposal could reasonably be expected to result in a Superior Proposal, (iii) prior to providing any information or data to any Person in connection with an Acquisition Proposal by any such Person, its Board of Directors to comply with its fiduciary duties to stockholders imposed by Lawreceives from such Person an executed confidentiality agreement containing confidentiality terms at least as stringent as those contained in the Confidentiality Agreement, and (Biv) prior to furnishing such providing any information to, or data to any Person or entering into discussions or negotiations withwith any Person, such person or entity, Parent or Company provides written notice to party notifies the other party to this Agreement to the effect that it is furnishing promptly of such inquiries, proposals or offers received by, any such information torequested from, or entering into any such discussions or negotiations sought to be initiated or continued with, it, its Subsidiaries, its or its Subsidiaries' officers or directors, or any of its agents or representatives indicating, in connection with such person notice, the name of such Person and the material terms and conditions of any inquiries, proposals or entity, offers. Each of PNU and Parent or Company keeps Monsanto agrees that it will promptly keep the other party informed of the status and principal financial terms of any such proposals or offers and the status and terms of any such discussions or negotiations. Each of PNU and Monsanto agrees that it will, and will cause its and its Subsidiaries' officers, directors, agents and representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposal, and request the return or discussionsdestruction of all non-public information furnished in connection therewith. Each of PNU and Monsanto agrees that it will use reasonable best efforts to promptly inform its directors, officers, key employees, agents and representatives of the obligations undertaken in this Section 5.5. Nothing in this Section 5.5 shall (x) permit PNU or Monsanto to terminate this Agreement (except as specifically provided in Article VII hereof) or (y) affect any other obligation of PNU or Monsanto under this Agreement.

Acquisition Proposals. From the date hereof until the termination hereof, Parent, the Parent Subsidiaries, the Company and the Company Subsidiaries will notBDC agrees that neither it nor JSB shall, and will that it shall direct and use its reasonable best efforts in good faith to cause their respective its and JSB’s directors, officers, directorsemployees, employees or other agents (including, without limitation, investment bankers, attorneys or accountants) and representatives not to, directly or indirectly, (i) take any action to initiate, solicit, initiate, encourage, enter into any agreement encourage or otherwise facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation or proposal forsimilar transaction involving BDC or JSB, or any indication purchase of interest in, a merger all or other business combination involving Parent or Company or the acquisition of any equity interest in, or a substantial portion substantially all of the assets of Parent BDC or Company, other JSB or more than 10% of the transactions contemplated by the Transaction Documents outstanding equity securities of BDC or JSB (any such proposal or offer being hereinafter referred to as an "“BDC Acquisition Proposal"”). BDC further agrees that neither BDC nor JSB shall, (ii) give and that it shall direct and use its reasonable best efforts in good faith to cause its and JSB’s directors, officers, employees, agents and representatives not to, directly or indirectly, engage in any approval of the type referred to in Section 4.20 or 5.20 with respect to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiariesnegotiations concerning, or (iv) engage in provide any confidential information or continue data to, or have any discussions or negotiations with, or disclose any nonpublic information Person relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an BDC Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an BDC Acquisition Proposal. Notwithstanding the foregoing; provided, however, that nothing contained in this Section 7.2 Agreement shall prohibit Parent prevent BDC or Company and their respective Boards of Directors the BDC Board from (i) taking and disclosing a position complying with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC its disclosure obligations under the Exchange Act, federal or state law; (ii) furnishing providing information to, or entering into negotiations with, any person or entity that makes in response to a request therefor by a Person who has made an unsolicited bona fide proposal written BDC Acquisition Proposal if the BDC or JSB Board receives from the Person so requesting such information an executed confidentiality agreement; (iii) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written BDC Acquisition Proposal or (iv) recommending such an BDC Acquisition Proposal to acquire Parent or Company pursuant to a mergerthe shareholders of BDC, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, if and only to the extent that, in each such case referred to in clause (ii) or (iii) above, (A) such the BDC Board of Directors determines in good faith upon advice of counsel (after consultation with outside legal counsel) that such action is would be required in order for the Board of Directors its directors to comply with its their respective fiduciary duties to stockholders imposed by Law, under applicable law and (B) prior the BDC Board determines in good faith (after consultation with its financial advisor) that such BDC Acquisition Proposal, if accepted, is reasonably likely to furnishing such information tobe consummated, or entering taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to BDC’s shareholders from a financial point of view than the Merger. A BDC Acquisition Proposal which is received and considered by the BDC Board in compliance with this Section 6.08 and which meets the requirements set forth in clause (iv) of the preceding sentence is herein referred to as an “BDC Superior Proposal.” BDC agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with, such person or entity, Parent or Company provides written notice with any parties conducted heretofore with respect to the other party to this Agreement to the effect any BDC Acquisition Proposals. BDC agrees that it will notify Merchants if any such inquiries, proposals or offers are received by, any such information is furnishing information torequested from, or entering into any such discussions or negotiations are sought to be initiated or continued with, such person BDC, JSB, or entity, and Parent or Company keeps the other informed any of the status and principal financial terms of any such negotiations or discussionsits representatives.

Acquisition Proposals. From the date hereof until the termination hereofExcept as otherwise provided in this Section 5.10, ParentSeller agrees that neither it nor any of its Subsidiaries nor any of their respective directors, the Parent Subsidiaries, the Company and the Company Subsidiaries will notofficers or employees shall, and will that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause their respective officersits and its Subsidiaries’ agents and representatives (including any investment banker, directors, employees attorney or other agents (including, without limitation, investment bankers, attorneys accountant retained by it or accountantsany of its Subsidiaries) not to, directly or indirectly, (i) take any action to solicit, initiate, encouragesolicit or encourage any inquiries or the making of any proposal or offer with respect to a merger, enter into any agreement reorganization (including an Alternate Plan), share exchange, consolidation or otherwise facilitate any offer similar transaction involving (directly or proposal forindirectly), or any indication purchase (directly or though a proposed investment in Equity Securities, debt securities or claims of interest increditors) of 10% or more of the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller or any of its Affiliates directly or indirectly owning Assets Related to the Business (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal” and any such transaction, a merger an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or other business combination involving Parent employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or Company accountant retained by it or the acquisition any of its Subsidiaries) not to, directly or indirectly, engage in any equity interest innegotiations concerning, or a substantial portion of the assets of Parent provide any confidential information or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), (ii) give data to or have any approval of the type referred to in Section 4.20 or 5.20 discussions with respect to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information Person relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Seller agrees that it will take the necessary steps to promptly inform the Persons referred to in the first sentence of this Section 5.10 of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Section 7.2 Agreement shall prohibit Parent prevent Seller or Company and their respective Boards its board of Directors from directors (ithe “Board”) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent that, (A) such Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any such negotiations or discussions.from:

Acquisition Proposals. From the date hereof until the termination hereof, Parent, the Parent Subsidiaries, (a) The Company agrees that neither it nor any Subsidiary of the Company and the Company Subsidiaries will notnor any of their respective officers or directors shall, and will that it shall direct and cause their respective officersits and such Subsidiaries' employees, directorsagents and representatives (including any investment banker, employees attorney or other agents (including, without limitation, investment bankers, attorneys accountant retained by them or accountantsany of the Company's Subsidiaries) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate, encourage, enter into any agreement encourage or otherwise facilitate any offer or proposal for, or any indication of interest in, a merger or other business combination involving Parent or Company inquiry or the acquisition making of any equity interest inproposal or offer with respect to a merger, reorganization, share exchange, consolidation, purchase or a substantial portion similar transaction involving (A) more than 15% of the consolidated assets of Parent or Company, the Company primarily related to the Business (a "Business Acquisition Proposal"); (B) more than 15% of the consolidated assets of the Company primarily related to the operations of the Company other than the transactions contemplated by Business (such operations, the Transaction Documents "Healthcare Business" and such a proposal, a "Healthcare Acquisition Proposal"); or (C) more than 15% of the outstanding equity securities of the Company or more than 15% of the consolidated assets primarily related to the Business and the consolidated assets primarily related to the Healthcare Business (a "Company Acquisition Proposal", any Business Acquisition Proposal, Healthcare Acquisition Proposal or Company Acquisition Proposal being referred to as an "Acquisition Proposal"), ; (ii) give engage in any approval of the type referred to in Section 4.20 or 5.20 with respect to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiariesnegotiations concerning, or (iv) engage in provide any confidential information or continue data to, or have any substantive discussions or negotiations with, or disclose any nonpublic information Person relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal (including by entering into any letter of intent or similar document or any contract, agreement or commitment with any Person making such an Acquisition Proposal. Notwithstanding ) or (iii) approve, endorse or recommend any Acquisition Proposal; provided, however, that prior to the foregoingeffectiveness of the Company Requisite Vote, nothing contained in this Section 7.2 Agreement shall prohibit Parent prevent the Company, its directors, officers, agents or Company and their respective Boards of Directors other representatives from (iA) taking and disclosing a position complying with respect its disclosure obligations under applicable Law; (B) providing information in response to a tender offer request therefor by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes Person who has made an unsolicited bona fide proposal written Acquisition Proposal if the Board of Directors receives from the Person so requesting such information an executed confidentiality agreement on terms substantially similar to acquire those contained in the Confidentiality Agreements, it being understood that such confidentiality agreement will not prohibit the making of an Acquisition Proposal; (C) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal or entering into an agreement with such Person solely with respect to the payment by such Person of amounts payable to Buyer pursuant to Section 11.5(b) or to Parent pursuant to Section 8.5(b) of the Merger Agreement; (D) approving, recommending or endorsing such an Acquisition Proposal to the stockholders of the Company (which, in the case of a Business Acquisition Proposal or Company Acquisition Proposal, shall be deemed to be a withdrawal or modification of the recommendation of this Agreement by the Board of Directors of the Company), or (E) following the termination of the Merger Agreement pursuant to Section 8.3(a) thereof, entering into an agreement with a mergerPerson who has made an unsolicited bona fide written Healthcare Acquisition Proposal with respect to such Healthcare Acquisition Proposal, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, if and only to the extent that, (Ai) in each such case referred to in clause (B), (C), (D) or (E) above, the Board of Directors of the Company determines in good faith upon advice of counsel (after consultation with outside legal counsel) that failure to take such action is required for would, in light of such Acquisition Proposal and the terms of this Agreement, be inconsistent with the fiduciary duties of the directors under applicable Law and (ii) (x) in the cases referred to in clause (B) or (C) above, the Board of Directors of the Company determines in good faith (after consultation with a financial advisor) that taking the actions permitted pursuant to comply such clauses with respect to an Acquisition Proposal could reasonably be expected to result in a Superior Proposal, assuming such Acquisition Proposal were consummated and (y) in the case referred to in clauses (D) or (E) above, the Board of Directors of the Company determines in good faith (after consultation with its fiduciary duties financial advisor) that such Acquisition Proposal is a Superior Proposal. A Business Acquisition Proposal is a "Superior Proposal" if (i) the transaction (or series of transactions) pursuant to such Acquisition Proposal involves the direct or indirect (by stock acquisition or otherwise) acquisition by a third party of all or substantially all of the consolidated assets of the Company primarily related to the Business and (ii) the consummation of such transaction (or series of transactions) pursuant to such Acquisition Proposal, together with the consummation of the Mergers pursuant to the Merger Agreement, will be more favorable to the Company's stockholders imposed from a financial point of view than the Purchase, taken together with the Mergers and, for purposes of the determination to be made in clause (D) or (E) above, in the good faith judgment of the Board of Directors of the Company, such transaction is reasonably likely to be financed by Lawsuch third party. A Healthcare Acquisition Proposal is a "Superior Proposal" if (i) the transaction (or series of transactions) pursuant to such Acquisition Proposal involves the direct or indirect (by merger, stock acquisition or otherwise) acquisition by a third party of the Healthcare Business and (ii) the consummation of such transaction (or series of transactions) pursuant to such Acquisition Proposal, together with the consummation of the Purchase, will be more favorable to the Company's stockholders from a financial point of view than the Mergers, taken together with the Purchase and such other transactions and, for purposes of the determination to be made in clause (D) or (E) above, in the good faith judgment of the Board of Directors of the Company, such transaction is reasonably likely to be financed by such third party. A Company Acquisition Proposal is a "Superior Proposal" if (i) the transaction (or series of transactions) pursuant to such Acquisition Proposal involves a third party unaffiliated with CPI acquiring, directly or indirectly, not less than a majority of the outstanding Company Shares (by merger, stock acquisition or otherwise) or acquiring directly or indirectly, all or substantially all of the consolidated assets of the Company, (Bii) prior such transaction (or series of transactions) is reasonably likely to furnishing be consummated and (iii) the consummation of such information totransaction (or series of transactions) pursuant to such Acquisition Proposal will be more favorable to the Company's stockholders from a financial point of view than the combined effect of the Purchase and the Mergers. The Company agrees that it will immediately cease and cause to be terminated any existing activities, or entering into discussions or negotiations with, such person or entity, Parent or with any Person conducted heretofore with respect to any Acquisition Proposals. The Company provides written notice to the other party to this Agreement to the effect agrees that it will notify Buyer immediately if any such inquiries, proposals or offers are received by, any such information is furnishing information torequested from, or entering into any such discussions or negotiations are sought to be initiated or continued with, such person or entity, and Parent or Company keeps the other informed any of the status and principal financial terms of any such negotiations or discussionsits representatives.

Acquisition Proposals. From (a) Each of DSW and RVI agrees that neither it nor any of its Subsidiaries nor any of the date hereof until the termination hereof, Parent, the Parent Subsidiaries, the Company and the Company officers or directors of it or its Subsidiaries will notshall, and will that it shall use its reasonable best efforts to cause their respective its and its Subsidiaries’ directors, officers, directorsemployees, employees affiliates, agents and representatives (including any investment banker, attorney or other agents (including, without limitation, investment bankers, attorneys accountant retained by it or accountantsany of its Subsidiaries) not to, directly or indirectly, (i) take any action to initiate, solicit, initiateencourage or knowingly facilitate the making of any proposal or offer with respect to, encourageor a transaction to effect, enter into a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any agreement of its Subsidiaries or otherwise facilitate any offer purchase or proposal forsale of 15% or more of the consolidated assets (including equity interests of its Subsidiaries) of it and its Subsidiaries, taken as a whole, or any indication of interest inpurchase or sale of, a merger or other business combination involving Parent tender or Company exchange offer for, its voting securities that, if consummated, would result in any person (or the acquisition shareholders of such person) beneficially owning securities representing 15% or more of its or any equity interest in, of its Subsidiaries’ total voting power (or a substantial portion of the assets of Parent surviving parent entity in such transaction) (any such proposal, offer or Company, transaction (other than the transactions contemplated a proposal or offer made by the Transaction Documents (other party to this Agreement) being hereinafter referred to as an "“Acquisition Proposal"”), (ii) give have any approval of the type referred to in Section 4.20 discussions with or 5.20 with respect provide any confidential information or data to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information person relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, engage in any negotiations concerning an Acquisition Proposal or otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal. Notwithstanding the foregoing, nothing contained in this Section 7.2 shall prohibit Parent Proposal or Company and their respective Boards of Directors from (iiii) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Actapprove or recommend, or (ii) furnishing information to, execute or entering into negotiations withenter into, any person letter of intent, agreement in principle, merger agreement, asset purchase, stock purchase or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a mergershare exchange agreement, consolidation, share exchange, purchase of a substantial portion of the assets, business combination option agreement or other similar transaction, if, and only agreement related to the extent that, (A) such Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors any Acquisition Proposal or agree or publicly propose to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed do any of the status and principal financial terms of any such negotiations or discussionsforegoing.

Acquisition Proposals. From Between the date hereof until the termination hereof, Parent, the Parent Subsidiaries, the Company and the Company Subsidiaries will Closing, Seller shall not, and will cause their respective officers, directors, employees or other agents (including, without limitation, investment bankers, attorneys or accountants) not to, directly or indirectly, (ia) take any action to solicit, initiateinitiate submission of or knowingly encourage any Acquisition Proposal or (b) participate in any substantive discussions or negotiations regarding an Acquisition Proposal with anyone, encourageexcept in the case of each of the foregoing for Acquisition Proposals by or on behalf of Buyer or its affiliates. During such period, enter into any agreement or otherwise facilitate any offer or proposal for, or Seller shall promptly notify Buyer upon receipt of any indication of interest inor any offer with respect to an Acquisition Proposal. For purposes hereof, a merger or other business combination involving Parent or Company or the acquisition of any equity interest in, or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), (ii) give " shall include any approval proposal for any acquisition or purchase by anyone of all or a portion of the type referred Purchased Assets or any equity interest in Seller or any of its subsidiaries, of any merger or business combination with, or any acquisition of, Seller or any of its subsidiaries. If, after the entry of the Approval Order, Seller enters into a written agreement to in Section 4.20 or 5.20 with respect to accept any Acquisition Proposal, Seller shall, in addition to returning Buyer's Deposit (iii) waive together with any provision interest), promptly reimburse Buyer for all of Buyer's expenses incurred in connection with preparing its Bid, its investigation of Seller and its negotiation and preparation of this Agreement, including the fees and expenses of Buyer's attorneys, accountants and advisors, such reimbursement being in addition to any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information relating other remedy to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that which Buyer may be considering making, entitled at law or has made, an Acquisition Proposal, in equity or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposalunder the terms of this Agreement. Notwithstanding anything herein to the foregoingcontrary, nothing contained in this Section 7.2 shall prohibit Parent until the Bankruptcy Court enters the Approval Order Seller may (and may authorize and/or permit any of its officers, directors, employees, attorneys, agents or Company and their respective Boards of Directors from (irepresentatives to) taking and disclosing a position furnish information with respect to a tender offer by a third party pursuant Seller to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes persons making an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, inquiry and only to the extent that, (A) such Board of Directors determines shall notify Buyer in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms writing of any such negotiations proposal or discussionsinquiry.

Acquisition Proposals. From the date hereof until the termination hereof, Parent, the Parent Subsidiaries, the The Company and the Company agrees that neither it nor --------------------- any of its Subsidiaries will notshall, and will that it shall direct and use its reasonable best efforts to cause their respective its and its Subsidiaries' directors, officers, directorsemployees, employees agents and representatives (including any investment banker, attorney or other agents (including, without limitation, investment bankers, attorneys accountant retained by it or accountantsany of its Subsidiaries) not to, directly or indirectly, (i) take any action to initiate, solicit, initiateencourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to a merger, encouragereorganization, enter into any agreement share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or otherwise facilitate any offer or proposal forsimilar transaction involving, or any indication purchase or sale of interest in, a merger all or other business combination involving Parent or Company or the acquisition of any equity interest in, or a substantial significant portion of the assets of, it or any of its Subsidiaries or any purchase or sale of more than 25% of the equity securities of the Company or any equity securities of any Significant Subsidiary (as that term is defined in Rule 405 under the Securities Act) (any such proposal or offer whether or not in writing or in sufficient detail to be accepted and whether or not conditional (other than a proposal or offer made by Parent or Company, other than the transactions contemplated by the Transaction Documents (an affiliate thereof) being hereinafter referred to as an "Acquisition ProposalACQUISITION PROPOSAL"). The Company further agrees that neither it nor any of its Subsidiaries shall, and that it shall direct and use its best efforts to cause its and its Subsidiaries' directors, officers, employees, agents and representatives (iiincluding any investment banker, attorney or accountant retained by it or any of its Subsidiaries) give not to, directly or indirectly, have any approval of the type referred to in Section 4.20 discussion with or 5.20 with respect provide any confidential information or data to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information Person relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal. Notwithstanding the foregoing, nothing contained in this Section 7.2 shall prohibit Parent the Company or Company and their respective Boards its Board of Directors from (i) taking and disclosing a position with respect shall be permitted, at any time prior to a tender offer by a third party the acceptance for payment of the Shares pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange ActOffer, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent that, (A) such Board of Directors determines engage in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing provide information to, or entering into discussions or negotiations with, any Person in response to an unsolicited Acquisition Proposal by such person or entity, and Parent or Company keeps Person if (x) the other informed Board of Directors of the status Company concludes in good faith that such Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal and principal (y), before providing any information to such Person, the Board of Directors receives from such Person an executed confidentiality agreement containing confidentiality provisions substantially similar to those contained in the Confidentiality Agreement; and (B) if the Board of Directors concludes in good faith that such Acquisition Proposal constitutes a Superior Proposal (i) recommend approval of such Superior Proposal, (ii) in response to such Superior Proposal, withdraw or modify in an adverse manner the Company Board Approval, or (iii) enter into an agreement in principle or a definitive agreement with respect to such Superior Proposal, provided, -------- however, that, in the case of either (A) or (B) the Board of Directors of the ------- Company determines in good faith after consultation with outside counsel that it should take such action consistent with its fiduciary duties under applicable law. In the event the Company shall determine to provide any information as described above, or shall receive any Acquisition Proposal, it shall promptly inform Parent as to the fact that information is to be provided or that an Acquisition Proposal has been received and shall furnish to Parent a description of the material terms thereof. As used in this Agreement, "SUPERIOR PROPOSAL" means a bona fide Acquisition Proposal which the Company Board of Directors concludes in good faith (after consultation with its financial terms advisors and legal counsel), taking into account all legal, financial, regulatory and other aspects of any such negotiations or discussionsthe proposal and the Person making the proposal, provides for a transaction that, taking into account its likelihood of completion, is more favorable to the Company's stockholders (in their capacities as stockholders), than the Transactions contemplated by this Agreement.

Acquisition Proposals. From the date hereof until the termination hereof, Parent, the Parent Subsidiaries, the Company and the Company Subsidiaries will CBTC agrees that it shall not, and will shall cause their respective its Subsidiaries and its officers, directors, employees or other agents (includingagents, without limitation, investment bankers, attorneys or accountants) advisors and affiliates not to, directly solicit or indirectly, (i) take any action to solicit, initiate, encourage, enter into any agreement encourage inquiries or otherwise facilitate any offer or proposal forproposals with respect to, or engage in any indication negotiations concerning, or provide any confidential information to, or have any discussions with any person relating to, any Acquisition Proposal. CBTC shall immediately cease and cause to be terminated any activities, discussions or negotiations conducted prior to the date of interest inthis Agreement with any parties other than United with respect to any of the foregoing and shall use its reasonable best efforts to enforce any confidentiality or similar agreement relating to an Acquisition Proposal. CBTC shall inform United promptly of all relevant details of any inquiries or contacts by third parties relating to the possible disposition of the business or the capital stock of CBTC or any merger, a merger change or control or other business combination involving Parent or Company or the acquisition of any equity interest in, or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), (ii) give any approval of the type referred to in Section 4.20 or 5.20 with respect to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition ProposalCBTC. Notwithstanding the foregoing, nothing contained in this Section 7.2 7.05 shall prohibit Parent or Company and their respective Boards of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange ActCBTC, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only prior to the extent thatCBTC Meeting and subject to compliance with the other terms of this Section 7.05, (A) such Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to from furnishing such nonpublic information to, or entering into discussions or negotiations with, any Person that makes an unsolicited, bona fide written Acquisition Proposal with respect to CBTC or any of its Significant Subsidiaries (that did not result from a breach of this Section 7.05), if, and only to the extent that (i) the CBTC Board concludes in good faith, after consultation with and based upon the advice of outside legal counsel, that the failure to take such actions would be reasonably likely to constitute a breach of its fiduciary duties to its shareholders under applicable law, (ii) before taking such actions, CBTC receives from such Person an executed confidentiality agreement providing for reasonable protection of confidential information, which confidentiality agreement shall not provide such person or entity, Parent or Company provides written notice entity with any exclusive right to negotiate with CBTC and shall contain terms and conditions no less favorable to CBTC with respect to confidentiality than the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entityConfidentiality Agreement, and Parent (iii) the CBTC Board concludes in good faith, after consultation with its outside legal counsel and financial advisors, that the Acquisition Proposal constitutes or Company keeps is reasonably likely to result in a Superior Proposal. CBTC shall promptly notify United in writing of CBTC’s receipt of any such Acquisition Proposal or inquiry, the other material terms and conditions thereof, the identity of the Person making such Acquisition Proposal or inquiry, and shall keep United reasonably informed on a prompt basis, of the status and principal financial material terms of any such Acquisition Proposal and the status of discussions or negotiations with respect thereto, including any material amendments or discussionsproposed amendments as to price and other material terms thereof. CBTC agrees that it and its Subsidiaries will not enter into a confidentiality or other agreement with any Person subsequent to the date of this Agreement that would prohibit CBTC from providing any information to United in accordance with this Section 7.05. CBTC agrees that any violation of the restrictions set forth in this Section 7.05 by any representative of CBTC shall be deemed a breach of this Section 7.05 by CBTC.

Acquisition Proposals. From ALPHANET agrees that neither it nor any of its Subsidiaries nor any of the date hereof until the termination hereof, Parent, the Parent Subsidiaries, the Company officers and the Company directors of it or its Subsidiaries will notshall, and will that it shall use its reasonable best efforts to cause their respective officersits and its Subsidiaries' employees, directorsagents and representatives (including any investment banker, employees attorney or other agents (including, without limitation, investment bankers, attorneys accountant retained by it or accountantsany of its Subsidiaries) not to, directly or indirectly, (i) take any action to initiate, solicit, initiateencourage or facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to a merger, encouragereorganization, enter into any agreement share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or otherwise facilitate any offer or proposal forsimilar transaction involving it, or any indication purchase or sale of interest inthe consolidated assets (including without limitation stock of Subsidiaries) of ALPHANET and its Subsidiaries, taken as a merger whole, having an aggregate value equal to 15% or other business combination involving Parent or Company or more of the acquisition market capitalization of any equity interest inALPHANET, or a substantial portion any purchase or sale of, or tender or exchange offer for, 15% or more of the assets equity securities of Parent or Company, other than the transactions contemplated by the Transaction Documents (ALPHANET being hereinafter referred to as an "Acquisition Proposal"), (ii) give . The Company further agrees that neither it nor any approval of its Subsidiaries nor any of the type referred officers and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to in Section 4.20 cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or 5.20 accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, have any discussion with respect or provide any information or data to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information Person relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or (subject to Section 7.1(g)) accept an Acquisition Proposal. Notwithstanding the foregoing, nothing contained anything in this Section 7.2 Agreement to the contrary, ALPHANET and ALPHANET's board of directors shall prohibit Parent or Company and their respective Boards of Directors from be permitted to (iA) taking and disclosing a position the extent applicable, comply with respect to a tender offer by a third party pursuant to Rules Rule 14d-9 and 14e-2(a) Rule 14e-2 promulgated by the SEC under the Exchange ActAct with regard to an Acquisition Proposal, (B) effect a Change in ALPHANET Recommendation, or (iiC) furnishing engage in any discussions or negotiations with, or provide any information to, or entering into negotiations with, any person or entity that makes Person in response to an unsolicited bona fide proposal to acquire Parent or Company pursuant to a mergerwritten Acquisition Proposal for any such Person, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, if and only to the extent that, with respect to the actions contemplated by clauses (AB) such Board or (C), (i) ALPHANET's Shareholders Meeting shall not have occurred, (ii) (x) in the case of Directors determines clause (B) above ALPHANET has received an unsolicited bona fide written Acquisition Proposal from a third party and ALPHANET's board of directors concludes in good faith upon advice of counsel that such action Acquisition Proposal constitutes a Superior Proposal and (y) in the case of clause (C) above, ALPHANET's board of directors concludes in good faith that there is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Lawa reasonable likelihood that such Acquisition Proposal will result in a Superior Proposal, (Biii) in the case of clause (C) above, prior to furnishing providing any information or data to any Person in connection with an Acquisition Proposal by any such Person, ALPHANET's board of directors receives from such Person an executed confidentiality agreement containing terms at least as stringent as those contained in the Confidentiality Agreement dated March 20, 2003, between ALPHANET and CIBER, and (iv) in the case of clause (C) above, prior to providing any information to, or data to any Person or entering into discussions or negotiations withwith any Person, ALPHANET notifies CIBER promptly of such person inquiries, proposals or entityoffers received by, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing any such information torequested from, or entering into any such discussions or negotiations sought to be initiated or continued with, any of its representatives, indicating in connection with such person notice, the name of such Person and the material terms and conditions of any inquiries, proposals or entity, and Parent or Company keeps the other offers. ALPHANET agrees that it will promptly keep CIBER informed of the status and principal financial terms of any such proposals or offers and the status and terms of any such discussions or negotiations. ALPHANET agrees that it will, and will cause its officers, directors and representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposal. ALPHANET agrees that it will use reasonable best efforts to promptly inform its directors, officers, key employees, agents and representatives of the obligations undertaken in this Section 5.8. Nothing in this Section 5.8 shall permit CIBER or discussionsALPHANET to terminate this Agreement (except as specifically provided in Article VII hereof).

Acquisition Proposals. From the date hereof until the termination hereof, Parent, the Parent Subsidiaries, (a) Each of the Company and the Company Subsidiaries will Parent agrees that it shall not, and will it shall not permit any of its Subsidiaries or any of the officers and directors of it or its Subsidiaries to, and that it shall direct and cause their respective officersits and its Subsidiaries’ employees, directorsagents and representatives (including any investment banker, employees attorney or other agents (including, without limitation, investment bankers, attorneys accountant retained by it or accountantsany of its Subsidiaries) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate, encourage, enter into any agreement encourage or otherwise knowingly facilitate any inquiries or the making by any third party of any proposal or offer with respect to a purchase, merger, reorganization, share exchange, consolidation, amalgamation, arrangement or proposal for, similar transaction involving any material portion of the consolidated assets of the Company or any indication of interest in, a merger or other business combination involving Parent or Company fifteen percent (15%) or the acquisition more of any equity interest insecurities of the Company or Parent (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”). Each of the Company and Parent further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall direct and cause its and its Subsidiaries’ employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, or a substantial portion of the assets of Parent provide any confidential information or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), (ii) give any approval of the type referred to in Section 4.20 or 5.20 with respect to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiariesdata to, or (iv) engage in or continue have any discussions or negotiations with, or disclose any nonpublic information Person relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal. Notwithstanding the foregoing; provided, however, that nothing contained in this Section 7.2 Agreement shall prohibit Parent prevent the Company or Company and Parent, or their respective Boards Board of Directors Directors, from (iA) taking and disclosing a position complying with respect to a tender offer by a third party pursuant to Rules Rule 14a-9, Rule 14d-9 and 14e-2(a) or Rule 14e-2 promulgated by the SEC under the Exchange ActAct with regard to an Acquisition Proposal and, in the case of the Company and its Board of Directors, from complying with Section 99 of the Ontario Securities Act and similar provisions of the securities Laws of each of the other provinces and territories of Canada or from calling and holding a meeting of the Company Common Shareholders requisitioned by such shareholders pursuant to Section 143 of the CBCA; (B) at any time before, but not after, the Company Meeting, in the case of the Company, or (ii) furnishing the Parent Meeting, in the case of Parent, is convened, providing information to, or entering into negotiations with, any person or entity that makes in response to a request therefor by a Person who has made an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase written Acquisition Proposal if the Board of a substantial portion Directors of the assetsCompany or Parent, business combination as the case may be, receives from the Person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (as defined in Section 6.7); (C) engaging in any negotiations or other similar transactiondiscussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (D) recommending such an Acquisition Proposal to the shareholders of the Company or the stockholders of Parent, ifas the case may be, if and only to the extent that, (Ai) in each such case referred to in clause (B), (C) or (D) above, the Board of Directors of the Company or Parent, as the case may be, determines in good faith upon advice of after consultation with outside legal counsel that such action is required for failure to do so would be inconsistent with its fiduciary duties under applicable Law and (ii) in each case referred to in clause (C) or (D) above, the Board of Directors to comply of the Company or Parent, as the case may be, determines in good faith (after consultation with its fiduciary duties financial advisor) that such Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and could, in the case of (C), and would, in the case of (D), if consummated, result in a transaction more favorable to the shareholders of the Company or the stockholders imposed of Parent, as the case may be, from a financial point of view than the transactions contemplated by Lawthis Agreement and the Arrangement (any such more favorable Acquisition Proposal being referred to as a “Superior Proposal”). Each of the Company and Parent shall immediately cease and cause to be terminated any existing activities, (B) prior to furnishing such information to, or entering into discussions or negotiations withwith any parties conducted heretofore with respect to any Acquisition Proposal. Each of the Company and Parent shall 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 3.2. Each of the Company and Parent shall notify Parent, in the case of the Company, and the Company, in the case of Parent, promptly (but in any event within 24 hours) if any such person inquiries, proposals or entityoffers are received by, Parent or Company provides written notice to the other party to this Agreement to the effect that it any such information is furnishing information torequested from, or entering into any such discussions or negotiations are sought to be initiated or continued with, any of its representatives, indicating, in connection with such person notice, the name of such Person and the material terms and conditions of any proposals or entityoffers and thereafter shall keep Parent, in the case of the Company, and Parent or Company keeps the other informed Company, in the case of Parent, informed, on a current basis, of the status and principal financial terms of any such negotiations proposals or discussionsoffers and the status of any such discussions or negotiations.

Acquisition Proposals. From the date hereof until the termination hereof(a) The Company agrees that, Parentexcept as expressly contemplated by this Agreement, the Parent Subsidiaries, the Company it and the Company each of its Subsidiaries will not, and will it shall direct and use its commercially reasonable best efforts to cause their respective its and its Subsidiaries' officers, directors, employees or other agents (including, without limitationemployees, investment bankers, attorneys attorneys, accountants, financial advisors, agents or accountantsother representatives (collectively, "Representatives") not to, directly or indirectly, (i) take any action to initiate, solicit, initiate, encourage, enter into any agreement knowingly encourage or otherwise knowingly facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation or proposal forsimilar transaction involving the Company, or any indication of interest inpurchase (pursuant to a new issuance, a merger tender offer, takeover bid or other business combination involving Parent or Company or the acquisition of any equity interest inotherwise) of, or a substantial portion offer to purchase, 20% or more of the assets voting securities of Parent or the Company, other than or any business that constitutes 20% or more of the transactions contemplated by Company's consolidated net revenues, net income or shareholders' equity (as reflected on the Transaction Documents financial statements included in the Company Form 10-K) (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"). The Company further agrees that neither it nor any of its Subsidiaries shall, (ii) give and that it shall direct and use its commercially reasonable best efforts to cause its and its Subsidiaries Representatives not to, directly or indirectly, have any approval of the type referred to in Section 4.20 discussions with or 5.20 with respect provide any confidential information or data to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information Person relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or enter into any agreement with respect to any Acquisition Proposal. Notwithstanding the foregoing; provided, however, that nothing contained in this Section 7.2 Agreement shall prohibit Parent prevent the Company or Company and their respective Boards its board of Directors directors from (i) taking making any disclosure to its shareholders if, in the good faith judgment of its board of directors, failure so to disclose would be inconsistent with its obligations under applicable Law or the listing rules of the NYSE; provided, however, that it shall use commercially reasonable best efforts to notify Parent of such obligation and disclosing a position with respect the substance of the planned disclosure as promptly as practicable (and in any event prior to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or making any such disclosure); (ii) prior to the Company Shareholder Meeting discussing or negotiating with or furnishing information to, or entering into negotiations with, to any person or entity that makes an unsolicited Person who has made a bona fide proposal unsolicited written Acquisition Proposal which did not, directly or indirectly, result from or follow a breach by the Company of this Section 6.3(a); provided, that no information shall be furnished to acquire Parent or Company pursuant to any Person unless such Person shall have entered into a mergerconfidentiality agreement with the Company, consolidation, share exchange, purchase containing terms and conditions of a substantial portion substantially the same effect as those of the assetsConfidentiality Agreement; or (iii) recommending (but only at a time that is after the fifth Business Day following Parent's receipt of written notice advising Parent that the Company's board of directors is prepared to recommend a Superior Proposal) such an Acquisition Proposal to its shareholders, business combination or other similar transaction, if, if and only to the extent that, in the case of actions referred to in clause (Aii) or clause (iii), such Board Acquisition Proposal is or, in the case of Directors clause (ii) would reasonably be expected to result in, a Superior Proposal and the board of directors of the Company determines in good faith upon advice faith, after consultation with outside legal counsel, that failure to do so (and, in the case of counsel that such action is required for the Board of Directors clause (ii), failure to comply continue to do so) would be inconsistent with its their fiduciary duties to stockholders imposed by under applicable Law. For purposes of this Agreement, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any such negotiations or discussions.a "

Acquisition Proposals. From the date hereof until the termination hereof, Parent, the Parent Subsidiaries, the (a) The Company and the Company Subsidiaries will agrees that it shall not, it shall cause each its Subsidiaries and will cause their respective officersofficers and directors not to, directorsand it shall use its reasonable best efforts to cause its and its Subsidiaries’ respective employees, employees agents and representatives (including any investment banker, attorney, consultant or other agents accountant retained by it (includingcollectively, without limitation, investment bankers, attorneys or accountants“Representatives”)) not to, directly or indirectly, initiate, solicit or knowingly encourage or facilitate any inquiries or the making of any proposal or offer with respect to: (i) take a merger, reorganization, share exchange, consolidation or similar transaction involving the Company or any action to solicit, initiate, encourage, enter into of its Subsidiaries; (ii) any agreement purchase of more than 15% of the voting power of the then outstanding equity securities of the Company or otherwise facilitate any offer or proposal forof its Subsidiaries, or any indication of interest in, a merger or other business combination involving Parent or Company or the acquisition right to obtain more than 15% of any the voting power of the then outstanding equity interest insecurities of the Company, or a substantial portion of more than 15% of the assets of Parent or Companythe Company and its Subsidiaries (taken as a whole, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), (ii) give any approval based on consolidated book value of the type referred to in Section 4.20 or 5.20 with respect to any Acquisition Proposal, assets as recorded on the Company’s most recent balance sheet); (iii) waive any provision of any standstill or similar agreements entered into the adoption by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, of a plan of liquidation or recapitalization; or (iv) any combination of the foregoing (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”). The Company further agrees that it shall not, it shall cause each of its Subsidiaries and their respective officers and directors not to, and it shall use its reasonable best efforts to cause its and its Subsidiaries’ Representatives not to, directly or indirectly, engage in any negotiations concerning, or continue provide any information or data to, or have any discussions or negotiations with, or disclose any nonpublic information Person relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an Acquisition Proposal. Notwithstanding the foregoing; provided, however, that nothing contained in this Section 7.2 Agreement shall prohibit prevent the Company or the Special Committee or the Company Board from (x) complying with its disclosure obligations under Sections 14d-9 and 14e-2 of the Exchange Act with regard to an Acquisition Proposal; provided that if such disclosure has the effect of withdrawing, modifying or qualifying the Recommendation in a manner adverse to Parent or the approval or recommendation of this Agreement by the Special Committee or the Company Board, Parent shall have the right to terminate this Agreement to the extent set forth in Section 9.4 of this Agreement; and their respective Boards of Directors from (iy) taking and disclosing a position with respect at any time prior to, but not after, the condition set forth in Section 8.1(a) has been satisfied, (A) providing information in response to a tender offer request therefor by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes Person who has made an unsolicited bona fide proposal written Acquisition Proposal that is or would reasonably be expected to acquire Parent or Company pursuant lead to a mergerSuperior Proposal (as defined below) (a “Section 7.2(a)(y)(A) Acquisition Proposal”) if (x) the Company receives from the Person so requesting such information an executed confidentiality agreement on customary terms no less favorable to the Company than the confidentiality agreement dated December 13, consolidation2006 between Parent and the Company (the “Confidentiality Agreement”) and (y) the Company furnishes to Parent, share exchangeconcurrently with furnishing it to such Person, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only same information to the extent thatit has not been previously furnished to Parent, (A) such Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, or (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of engaging in any such negotiations or discussions.discussions with any Person who has made an unsolicited bona fide written Section 7.2(a)(y)(A) Acquisition Proposal if the Company receives from such Person an executed confidentiality

Acquisition Proposals. From (a) The Company agrees that neither it nor any of its Subsidiaries nor any of the date hereof until officers and directors of it or its Subsidiaries shall, and that it shall not permit its and its Subsidiaries’ employees, agents and representatives (including any investment banker, attorney, consultant or accountant (“Representatives”) retained by it or any of its Subsidiaries) on its behalf to, initiate, solicit or knowingly encourage any inquiries or the termination hereofmaking of any proposal or offer from any Person or group of Persons other than Parent or its affiliates, Parentwith respect to: (i) a merger, reorganization, share exchange, consolidation, business combination, plan of liquidation or similar transaction involving the Parent Company; (ii) any purchase of 15% or more of any class of voting securities of the Company or its Subsidiaries, ; or (iii) any purchase or sale of 15% or more of the equity interest in the Company or the consolidated assets (on a book value basis) of the Company and its Subsidiaries, taken as a whole (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”). The Company further agrees that neither it nor any of its Subsidiaries nor any of the Company officers and directors of it or its Subsidiaries will notshall, and will cause their respective officers, directors, employees or other agents (including, without limitation, investment bankers, attorneys or accountants) that it shall not permit its and its Subsidiaries’ Representatives to, directly or indirectly, (i) take any action to solicit, initiate, encourage, enter into any agreement or otherwise facilitate any offer or proposal for, or any indication of interest in, a merger or other business combination involving Parent or Company or the acquisition of any equity interest in, or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), (ii) give any approval of the type referred to in Section 4.20 or 5.20 with respect to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue any discussions or negotiations with, or disclose provide any nonpublic confidential or non-public information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records data to, any person that may be considering making, or has made, Person relating to an Acquisition Proposal, or otherwise facilitate ; (ii) knowingly encourage any effort or attempt to make or implement an Acquisition Proposal. Notwithstanding ; (iii) approve, recommend, agree to or accept, or propose to approve, recommend, agree to or accept any Acquisition Proposal; (iv) approve, recommend, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement related to any Acquisition Proposal; (v) withdraw, modify, qualify or change the Recommendation or (vi) resolve, propose or agree to do any of the foregoing. The Company agrees that it, nothing contained in this Section 7.2 shall prohibit Parent and its Subsidiaries will immediately cease and cause to be terminated, and it will not permit its Representatives to continue, any existing activities, discussions or Company and their respective Boards of Directors from (i) taking and disclosing a position negotiations with any Persons with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or any Acquisition Proposal (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only except with respect to the extent that, (A) such Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed transactions contemplated by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any such negotiations or discussionsAgreement).

Acquisition Proposals. From (a) Each of Lincoln and Jefferson-Pilot agrees that neither it nor any of its Subsidiaries nor any of the date hereof until the termination hereof, Parent, the Parent Subsidiaries, the Company officers and the Company directors of it or its Subsidiaries will notshall, and will that it shall use its reasonable best efforts to cause their respective officersits and its Subsidiaries’ employees, directorsagents and representatives (including any investment banker, employees attorney or other agents (including, without limitation, investment bankers, attorneys accountant retained by it or accountantsany of its Subsidiaries) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate, encourage, enter into any agreement encourage or otherwise knowingly facilitate any inquiries or the making of any proposal or offer with respect to, or proposal fora transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Significant Subsidiaries or any purchase or sale of 10% or more of the consolidated assets (including stock of its Subsidiaries) of it and its Subsidiaries, taken as a whole, or any indication of interest inpurchase or sale of, a merger or other business combination involving Parent tender or Company exchange offer for, its voting securities that, if consummated, would result in any person (or the acquisition shareholders of such person) beneficially owning securities representing 10% or more of its total voting power (or of the surviving parent entity in such transaction) or the voting power of any equity interest inof its Significant Subsidiaries (any such proposal, offer or a substantial portion of the assets of Parent or Company, transaction (other than the transactions contemplated a proposal or offer made by the Transaction Documents (other party to this Agreement or an "affiliate thereof) being hereinafter referred to as an “Acquisition Proposal"”), (ii) give have any approval of the type referred to in Section 4.20 discussions with or 5.20 with respect provide any confidential information or data to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information person relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal. Notwithstanding the foregoing, nothing contained in this Section 7.2 shall prohibit Parent or Company and their respective Boards of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (iiiii) furnishing information toapprove, adopt or recommend, or entering into negotiations withpropose to approve, adopt or recommend, or execute or enter into, any person letter of intent, agreement in principle, merger agreement, asset purchase or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a mergershare exchange agreement, consolidation, share exchange, purchase of a substantial portion of the assets, business combination option agreement or other similar transaction, if, and only agreement related to the extent that, (A) such Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors any Acquisition Proposal or propose or agree to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed do any of the status and principal financial terms of any such negotiations or discussionsforegoing.

Acquisition Proposals. From the date hereof until the termination hereof, Parent, the Parent SubsidiariesSeller agrees that none of Seller, the Company nor any of its Subsidiaries, nor any of their respective officers and directors, shall, and that Seller shall use commercially reasonable efforts to cause each of Seller’s, the Company’s and its Subsidiaries’ employees, agents and representatives (including any investment banker, attorney or accountant retained by Seller, the Company Subsidiaries will not, and will cause their respective officers, directors, employees or other agents (including, without limitation, investment bankers, attorneys or accountantsits Subsidiaries) not to (and shall not authorize any of them to, ) directly or indirectly, indirectly (i) take any action to solicit, initiate, encourageknowingly encourage or knowingly facilitate any inquiries with respect to, enter into any agreement or otherwise facilitate the making, submission or announcement of, any offer or proposal for, or any indication of interest in, a merger or other business combination involving Parent or Company or the acquisition of any equity interest in, or a substantial portion for an Acquisition (as defined below) of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents Company (an "“Acquisition Proposal"”), (ii) give participate in any approval of the type referred discussions or negotiations regarding, or furnish to any Person any nonpublic information with respect to, any Acquisition Proposal, (iii) engage in Section 4.20 or 5.20 discussions with any Person with respect to any Acquisition Proposal, (iii) waive any provision except as to the existence of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiariesthese provisions, or (iv) engage in enter into any letter of intent or continue similar document or any contract agreement or commitment contemplating any Acquisition Proposal or transaction contemplated thereby. Seller, the Company and its Subsidiaries will cease any and all existing activities, discussions or negotiations with, or disclose with any nonpublic information relating third parties conducted heretofore with respect to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, and, promptly after the Closing, will request in writing the return or otherwise facilitate destruction of any effort or attempt confidential information provided to make or implement an Acquisition Proposalsuch third party, in accordance with the terms of any confidentiality agreement with such third party. Notwithstanding the foregoing, nothing contained in For purposes of this Section 7.2 5.1, “Acquisition” shall prohibit Parent or Company and their respective Boards mean any of Directors from the following transactions (other than the transactions contemplated by this Agreement) (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to transaction involving the extent thatCompany or any Subsidiary, (Aii) such Board a sale or other disposition by the Company of Directors determines in good faith upon advice all or a substantial part of counsel that such action is required for the Board assets of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information tothe Company, or entering into discussions (iii) the acquisition by any Person or negotiations withgroup, such person directly or entityindirectly, Parent of beneficial ownership or Company provides written notice a right to the other party to this Agreement to the effect that it is furnishing information to, acquire beneficial ownership of any shares of capital stock or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed equity interests of the status and principal financial terms of any such negotiations or discussionsCompany.

Acquisition Proposals. From Each of WorldCom and MCI agrees that neither it nor any of its Subsidiaries nor any of the date hereof until the termination hereof, Parent, the Parent Subsidiaries, the Company officers and the Company directors of it or its Subsidiaries will notshall, and will that it shall direct and use its best efforts to cause their respective officersits and its Subsidiaries' employees, directorsagents and representatives (including any investment banker, employees attorney or other agents (including, without limitation, investment bankers, attorneys accountant retained by it or accountantsany of its Subsidiaries) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate, encourage, enter into any agreement encourage or otherwise facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or proposal forsimilar transaction involving, or any indication purchase or sale of interest in, a merger all or other business combination involving Parent or Company or the acquisition of any equity interest in, or a substantial significant portion of the assets or 10% or more of Parent the equity securities of, it or Companyany of its Subsidiaries that, in any such case, could reasonably be expected to interfere with the completion of the Merger or the other than the transactions contemplated by the Transaction Documents this Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), (ii) give . Each of WorldCom and MCI further agrees that neither it nor any approval of its Subsidiaries nor any of the type referred officers and directors of it or its Subsidiaries shall, and that it shall direct and use its best efforts to in Section 4.20 cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or 5.20 accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, have any discussion with respect or provide any confidential information or data to any Person relating to an Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or any negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, concerning an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal. Notwithstanding the foregoing, nothing contained in this Section 7.2 shall prohibit Parent MCI or Company and their respective Boards its Board of Directors from shall be permitted to (iA) taking and disclosing a position to the extent applicable, comply with respect to a tender offer by a third party pursuant to Rules 14d-9 and Rule 14e-2(a) promulgated by the SEC under the Exchange ActAct with regard to an Acquisition Proposal, or (iiB) furnishing information to, or entering into negotiations with, any person or entity that makes in response to an unsolicited bona fide proposal written Acquisition Proposal by any Person, recommend such an unsolicited bona fide written Acquisition Proposal to acquire Parent the stockholders of MCI, or Company pursuant withdraw or modify in any adverse manner its approval or recommendation of this Agreement or (C) engage in any discussions or negotiations with, or provide any information to, any Person in response to a mergeran unsolicited bona fide written Acquisition Proposal by any such Person, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, if and only to the extent that, in any such case as is referred to in clause (AB) such Board of Directors determines in good faith upon advice of counsel that such action is required for or (C), (i) the MCI Stockholders Meeting shall not have occurred, (ii) the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, of MCI concludes in good faith that such Acquisition Proposal (x) in the case of clause (B) above would, if consummated, constitute a Superior Proposal or (y) in the case of clause (C) above could reasonably be expected to constitute a Superior Proposal, (iii) prior to furnishing providing any information or data to any Person in connection with an Acquisition Proposal by any such Person, the MCI Board of Directors receives from such Person an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement and (iv) prior to providing any information to, or data to any Person or entering into discussions or negotiations withwith any Person, the Board of Directors of MCI notifies WorldCom immediately of such person inquiries, proposals or entityoffers received by, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing any such information torequested from, or entering into any such discussions or negotiations sought to be initiated or continued with, any of its representatives indicating, in connection with such person notice, the name of such Person and the material terms and conditions of any proposals or entityoffers. MCI agrees that it will keep WorldCom informed, and Parent or Company keeps the other informed on a current basis, of the status and principal financial terms of any such proposals or offers and the status of any such discussions or negotiations. Each of WorldCom and MCI agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Each of WorldCom and MCI agrees that it will take the necessary steps to promptly inform the individuals or discussionsentities referred to in the first sentence of this Section 5.5 of the obligations undertaken in this Section 5.5. Nothing in this Section 5.5 shall (x) permit either WorldCom or MCI to terminate this Agreement (except as specifically provided in Article VII hereof) or (y) affect any other obligation of MCI or WorldCom under this Agreement.

Acquisition Proposals. From (a) Banknorth agrees that neither it nor any of its Subsidiaries nor any of the date hereof until the termination hereof, Parent, the Parent Subsidiaries, the Company officers and the Company directors of it or its Subsidiaries will notshall, and will that it shall use its reasonable best efforts to cause their respective officersits and its Subsidiaries’ employees, directorsagents and representatives (including any investment banker, employees attorney or other agents (including, without limitation, investment bankers, attorneys accountant retained by it or accountantsany of its Subsidiaries) not to, directly or indirectly, (i) take any action to solicit, initiate, encourage, enter into any agreement solicit or otherwise knowingly encourage or facilitate any inquiries or the making of any proposal or offer with respect to, or proposal fora transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Significant Subsidiaries (as defined below), or any indication purchase or sale of interest in10% or more of the consolidated assets (including stock of its Subsidiaries) of it and its Subsidiaries, taken as a merger whole, or other business combination involving Parent any purchase or Company sale of, or tender or exchange offer for, its voting securities that, if consummated, would result in any person (or the acquisition stockholders of any equity interest in, such person) beneficially owning securities representing 10% or a substantial portion more of the assets total voting power of Parent Banknorth (or Companyof the surviving parent entity in such transaction) or any of its Significant Subsidiaries (any such proposal, offer or transaction (other than the transactions contemplated a proposal or offer made by the Transaction Documents (TD or an "affiliate thereof) being hereinafter referred as an “Acquisition Proposal"”), (ii) give have any approval of the type referred to in Section 4.20 discussions with or 5.20 with respect provide any confidential information or data to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information person relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve or recommend, or propose to approve or recommend, any Acquisition Proposal or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal or propose or agree to do any of the foregoing. Notwithstanding the foregoing, nothing contained in foregoing provisions of this Section 7.2 shall prohibit Parent or Company and their respective Boards of Directors from (i) taking and disclosing a position with respect 6.4(a), in the event that, prior to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by obtaining the SEC under the Exchange ActRequired Banknorth Vote, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes Banknorth receives an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase Acquisition Proposal and its board of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent that, (A) such Board of Directors determines directors concludes in good faith upon advice of counsel that such action Acquisition Proposal constitutes or is required for the Board of Directors reasonably likely to comply with result in a Superior Proposal, Banknorth may, and may permit its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information Subsidiaries and its and their representatives to, furnish or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice cause to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any such negotiations or discussions.be furnished

Acquisition Proposals. From Summit agrees that neither Summit nor any of its subsidiaries nor any of the date hereof until the termination hereof, Parent, the Parent Subsidiaries, the Company respective officers and the Company Subsidiaries will notdirector of Summit or its subsidiaries shall, and will Summit shall direct and use its best effort to cause their respective officersits employees, directors, employees or other agents and representatives (including, without limitation, any investment bankersbanker, attorneys broker, financial or accountantsinvestment advisor, attorney or accountant retained by Summit or any of its subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making of any proposal or offer (iincluding, without limitation, any proposal, tender offer or exchange offer, consolidation, business combination, takeover or similar transactions other than the Merger involving, or any purchase of all or any significant portion of the assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") take or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage in any action to solicitnegotiations concerning, initiateor provide any confidential information or data to, encourageor have any discussions with, or enter into any agreement or otherwise facilitate agreement in principle with any offer or proposal for, or any indication of interest in, a merger or other business combination involving Parent or Company or the acquisition of any equity interest in, or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), (ii) give any approval of the type referred to in Section 4.20 or 5.20 with respect to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information person relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, as an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Notwithstanding Summit will immediately cease and cause to be terminated any existing activities, discussion or negotiations with any parties conducted heretofore with respect to any of the foregoing, nothing contained . Summit will take the necessary steps to inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section 7.2 shall prohibit Parent Section. In addition, Summit will notify UJB by telephone to its chief executive officer or Company and their respective Boards general counsel promptly upon receipt of Directors from (i) taking and disclosing a position any inquiry with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any proposed Acquisition Proposal with another person or entity that makes an unsolicited bona fide proposal to acquire Parent receipt of a request for information from any governmental or Company pursuant regulatory authority with respect to a merger, consolidation, share exchange, purchase proposed acquisition of a substantial portion Summit or any of the assets, business combination its subsidiaries or other similar transaction, ifassets by another party, and only will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to the extent that, (A) such Board of Directors determines in good faith upon advice of counsel that such action is UJB officer notified as required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms above a copy of any document relating thereto promptly after any such negotiations or discussionsdocument is received by Summit.

Acquisition Proposals. From (a) Each of the date hereof until Company and Parent shall not, and shall not permit its Subsidiaries to, and shall direct its and its Subsidiaries’ directors, officers, investment bankers, financial advisors, attorneys, accountants and other representatives not to, (A) directly or indirectly, initiate or solicit or knowingly encourage or facilitate any inquiries or the termination hereofmaking or submission of any proposal or offer with respect to a tender offer or exchange offer, Parentmerger, reorganization, share exchange, consolidation or other business combination involving it or any proposal or offer to acquire in any manner 20% or more of its Equity Interests, or the Parent Subsidiariesassets, securities or other ownership interests of or in it or any Subsidiary representing 20% or more of the consolidated assets, revenues or earnings of the Company and the Company Subsidiaries will not, and will cause their respective officers, directors, employees or other agents (including, without limitation, investment bankers, attorneys or accountants) not to, directly or indirectly, (i) take any action to solicit, initiate, encourage, enter into any agreement or otherwise facilitate any offer or proposal for, or any indication of interest in, a merger or other business combination involving Parent or Company or the acquisition of any equity interest in, or a substantial portion of the assets of Parent or Companyand the Parent Subsidiaries, as the case may be, other than the transactions contemplated by the Transaction Documents Agreements and the Standalone Drug Sale Agreement (any such proposal or offer being hereinafter referred to as an "“Acquisition Proposal")”) or (B) directly or indirectly, (ii) give engage in any approval negotiations or discussions concerning, or provide any confidential information or data to, any Person relating to an Acquisition Proposal or execute or enter into any agreement, understanding, letter of the type referred to in Section 4.20 intent or 5.20 arrangement with respect to any Acquisition ProposalProposal (other than a confidentiality agreement described below). Subject to Section 6.5(b), (iii) waive any provision of any standstill or similar agreements entered into by neither the Company nor Parent, nor the Company Board of Directors nor the Parent SubsidiariesBoard of Directors (each, Company a “Board of Directors”) nor any committee thereof shall recommend to its stockholders any Acquisition Proposal or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose approve any nonpublic information relating agreement with respect to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Notwithstanding the foregoing, nothing contained in this Section 7.2 Agreement shall prohibit prevent either of the Company or Parent or Company and their respective Boards its Board of Directors from (i) taking and disclosing to its stockholders a position with respect to a tender offer contemplated by a third party pursuant to Rules Rule 14d-9 and Rule 14e-2(a) promulgated by the SEC under the Exchange ActAct or from making any other legally required disclosure to stockholders with regard to an Acquisition Proposal (provided that neither the Company nor the Parent nor the Board of Directors thereof may recommend any Acquisition Proposal unless permitted by Section 6.5(b) below and may not fail to include or make, or withdraw, modify or change in a manner adverse to the other party all or any portion of, the Company Board Recommendation or Parent Board Recommendation, as the case may be, unless permitted by Section 6.2 (in which case Parent or the Company shall have the right to terminate this Agreement as set forth in Section 8.1(e)(ii) or Section 8.1(d)(ii), as applicable), and provided further that, notwithstanding anything herein to the contrary, any “stop-look-and-listen” communication to its stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act shall not be considered a failure to make, or a withdrawal, modification or change in any manner adverse to the other party of, all or a portion of the Company Board Recommendation or the Parent Board Recommendation, as applicable) or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent that, (A) such Board prior to obtaining the requisite vote of Directors determines its stockholders at the Company Stockholders Meeting, in good faith upon advice the case of counsel a Company Proposal, providing access to its properties, books and records and providing information or data in response to a request therefor by a Person who has made a bona fide, unsolicited Acquisition Proposal that such action is required for does not involve an intentional, material breach of this Section 6.5(a), if (1) the Board of Directors receives from the Person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreements (except for such changes specifically necessary in order for such party to be able to comply with its fiduciary duties obligations under this Agreement and it being understood that either party may enter into a confidentiality agreement without a standstill provision or with a standstill provision less favorable to stockholders imposed by Lawit if it waives or similarly modifies the standstill provision in the relevant Confidentiality Agreement in favor of the other party), and (2) in the case of a Parent Proposal, such Parent Proposal is, or is reasonably likely to result in, a Qualifying Parent Proposal, or (B) prior to furnishing such information toobtaining the requisite vote of its stockholders at the Company Stockholders Meeting, in the case of a Company Proposal, engaging in any negotiations or entering into discussions or negotiations withwith any Person who has made a bona fide unsolicited Acquisition Proposal that does not involve an intentional, material breach of this Section 6.5(a) and, in addition, in the case of a Parent Proposal, such person or entityParent Proposal is a Qualifying Parent Proposal, Parent or Company provides written notice if and only to the other party extent, in the case of a Company Proposal, that prior to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed taking any of the status and principal financial terms of any such negotiations or discussions.the

Acquisition Proposals. From (a) Seasons agrees that neither it nor any of its Subsidiaries nor any of the date hereof until the termination hereof, Parent, the Parent Subsidiaries, the Company officers and the Company directors of it or its Subsidiaries will notshall, and will that it shall use its reasonable best efforts to cause their respective officersits and its Subsidiaries’ employees, directorsagents and representatives (including any investment banker, employees attorney or other agents (including, without limitation, investment bankers, attorneys accountant retained by it or accountantsany of its Subsidiaries) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate, encourage, enter into any agreement encourage or otherwise knowingly facilitate any inquiries or the making of any proposal or offer with respect to, or proposal fora transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Significant Subsidiaries (as hereinafter defined), other than any such transaction permitted by Section 6.2, or any indication purchase or sale of interest in5% or more of the consolidated assets (including stock of its Subsidiaries) of it and its Subsidiaries, taken as a merger whole, or other business combination involving Parent any purchase or Company sale of, or tender or exchange offer for, its voting securities that, if consummated, would result in any person (or the acquisition stockholders of any equity interest in, such person) beneficially owning securities representing 5% or a substantial portion more of its total voting power (or of the assets surviving parent entity in such transaction) or any of Parent its Significant Subsidiaries (any such proposal, offer or Company, transaction (other than the transactions contemplated a proposal or offer made by the Transaction Documents (other party to this Agreement or an "affiliate thereof) being hereinafter referred as an “Acquisition Proposal"”), (ii) give have any approval of the type referred to in Section 4.20 discussions with or 5.20 with respect provide any confidential information or data to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information person relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal. Notwithstanding the foregoing; provided, nothing contained in this Section 7.2 shall prohibit Parent or Company however, that subject to compliance with Subsection (c) below and their respective Boards of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent that, (A) such Board of Directors determines in good faith upon advice of counsel that such action is required for after the Board of Directors of Seasons concludes in good faith based on a written opinion of its outside counsel attesting that the foregoing restriction in 7.4(a) constitutes a breach of the Seasons Board of Director’s statutory and common law obligations to comply with its stockholders and that failure to take such actions would result in a violation of its fiduciary duties under applicable law, Seasons may, and may permit is Subsidiaries and its and their representatives to, in response to stockholders imposed by Lawan unsolicited Acquisition Proposal, (B) furnish or cause to be furnished confidential information or data and participate in negotiations or discussions regarding such Acquisition Proposal; and provided further that, prior to furnishing such providing (or causing to be provided) any confidential information to, or entering into discussions or negotiations withdata permitted to be provided pursuant to this sentence, such person or entity, Parent or Company provides written notice party shall have entered into a confidentiality agreement with such third party on terms no less favorable to such party than the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any such negotiations or discussions.Confidentiality Agreement. The term “

Acquisition Proposals. From the date hereof until the termination hereof(a) Except as permitted by this Section 6.4, Parent, the Parent Subsidiaries, the Company and the Company Subsidiaries will Xxxxx shall not, and will shall cause each of its Subsidiaries (and any of the employees or directors of it or its Subsidiaries) not to, and shall use its reasonable best efforts to cause its and their respective officers, directors, employees or other agents (including, without limitation, investment bankers, attorneys or accountants) Representatives not to, directly or indirectly, (i) take any action to initiate, solicit, initiate, encourage, enter into any agreement knowingly encourage or otherwise knowingly facilitate any inquiries regarding, or the making of any proposal or offer relating to, any transaction (other than any the transaction permitted or contemplated by this Agreement) to effect (A) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Subsidiaries whose assets, taken together, constitute 15% or more of the consolidated assets (including stock of its Subsidiaries) of Xxxxx and its Subsidiaries, taken as a whole, based on fair market value, (B) any direct or indirect sale of, or tender or exchange offer for, Penny’s voting securities, in one or a series of related transactions, that, if consummated, would result in any person (or the shareholders of such person) beneficially owning securities representing 15% or more of Penny’s total voting power (or of the surviving parent entity in such transaction) or (C) any direct or indirect sale (including through acquisition of stock in any Subsidiary of Xxxxx), in one or a series of related transactions, of assets or businesses of Xxxxx or its Subsidiaries constituting 15% or more of the consolidated assets or revenues of Xxxxx and its Subsidiaries, taken as a whole (any such proposal, offer or proposal for, or any indication of interest in, a merger or other business combination involving Parent or Company or the acquisition of any equity interest in, or a substantial portion of the assets of Parent or Company, transaction (other than the transactions contemplated a proposal or offer made by the Transaction Documents (Navy or an "affiliate thereof) being hereinafter referred to as an “Acquisition Proposal"”), (ii) give have any approval discussions with or provide any confidential information or data relating to Xxxxx or any of the type referred to in Section 4.20 or 5.20 with respect its Subsidiaries to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information person relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate engage in any effort or attempt to make or implement negotiations concerning an Acquisition Proposal. Notwithstanding Proposal or (iii) approve, recommend, execute or enter into, or propose to approve, recommend, execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange agreement, option agreement or other agreement related to any Acquisition Proposal (other than an Acceptable Confidentiality Agreement entered into pursuant to Section 6.4(b)(i)) or propose or agree to do any of the foregoing, nothing contained . Nothing in this Section 7.2 6.4 shall prohibit Parent or Company and their respective Boards of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange ActXxxxx, or (ii) furnishing information toits Board of Directors, directly or entering into negotiations withindirectly through any officer, employee or Representative, informing any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to Xxxxx is a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent that, (A) such Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, and referring such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any such negotiations or discussionsto this Section 6.4.

Acquisition Proposals. From (a) Each of Globespan and Virata agrees --------------------- that neither it nor any of its Subsidiaries nor any of the date hereof until the termination hereof, Parent, the Parent Subsidiaries, the Company officers and the Company directors of it or its Subsidiaries will notshall, and will that it shall use its reasonable commercial efforts to cause their respective officersits and its Subsidiaries' employees, directorsagents and representatives (including any investment banker, employees attorney or other agents (including, without limitation, investment bankers, attorneys accountant retained by it or accountantsany of its Subsidiaries) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate, encourage, enter into any agreement encourage or otherwise knowingly facilitate any inquiries or the making of any proposal or offer with respect to, or proposal fora transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Significant Subsidiaries, or any indication purchase or sale of interest in20% or more of the consolidated assets (including stock of its Subsidiaries) of it and its Subsidiaries, taken as a merger whole, or other business combination involving Parent any purchase or Company sale of, or tender or exchange offer for, its equity securities that, if consummated, would result in any Person (or the acquisition stockholders of such Person) beneficially owning securities representing 20% or more of its total voting power (or of the surviving parent entity in such transaction) or the voting power of any equity interest inof its Significant Subsidiaries (any such proposal, offer or a substantial portion of the assets of Parent or Company, transaction (other than the transactions contemplated a proposal or offer made by the Transaction Documents (any party to this Agreement or an Affiliate thereof), an "Acquisition Proposal"), (ii) give have any approval of the type referred to in Section 4.20 discussion with or 5.20 with respect provide any -------------------- confidential information or data to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information Person relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal. Notwithstanding the foregoing, nothing contained in this Section 7.2 shall prohibit Parent (iii) approve or Company and their respective Boards of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Actrecommend, or propose publicly to approve or recommend, any Acquisition Proposal or (iiiv) furnishing information toapprove or recommend, or entering into negotiations withpropose to approve or recommend, or execute or enter into, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a mergerletter of intent, consolidationagreement in principle, share exchangemerger agreement, purchase of a substantial portion of the assetsacquisition agreement, business combination option agreement or other similar transaction, if, and only agreement or propose publicly or agree to the extent that, (A) such Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed do any of the status and principal financial terms of foregoing related to any such negotiations or discussionsAcquisition Proposal.

Acquisition Proposals. From the date hereof until the termination hereof, Parent, the Parent Subsidiaries, the (a) The Company and the Company agrees that neither it nor any of its Subsidiaries will not, and will cause nor any of their respective officers, directors, employees employees, agents and representatives (any such Persons, including any investment banker, attorney or other agents (includingaccountant, without limitation, investment bankers, attorneys or accountantsa “Representative”) not toshall, directly or indirectly, (i) take any action to initiate, solicit, initiate, encourage, enter into any agreement encourage or otherwise facilitate any offer or proposal for, or any indication of interest in, a merger or other business combination involving Parent or Company inquiries or the acquisition making of any equity interest in, proposal or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), (ii) give any approval of the type referred to in Section 4.20 or 5.20 offer with respect to any Acquisition Proposal, (iii1) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Notwithstanding the foregoing, nothing contained in this Section 7.2 shall prohibit Parent or Company and their respective Boards of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, reorganization or other business combination transaction involving the Company, (2) any acquisition of any equity or other ownership interests in the Company or any of its Subsidiaries representing, in the aggregate, 15% or more of the total voting power or economic interest of all of the outstanding equity or other ownership interest in the Company or an interest of equivalent value in any Subsidiary of the Company or (3) any acquisition of assets of the Company or any of its Subsidiaries representing 15% or more of the total assets of the Company and its Subsidiaries, taken as a whole (any such inquiry, proposal or offer being hereinafter referred to as an “Acquisition Proposal”). The Company further agrees that neither it nor any of its Subsidiaries nor any of their respective Representatives shall, directly or indirectly, provide any confidential or non-public information or data to, or engage or participate in any discussions or negotiations with, any Person relating to an Acquisition Proposal, or otherwise encourage or facilitate any effort or attempt by any Person, in each case other than Parent or Merger Sub, to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Company or the Company Board from (i) complying with its disclosure obligations under Sections 14d-9 and 14e-2 of the Exchange Act and the rules thereunder with regard to an Acquisition Proposal (but if any disclosure made to effect such compliance has the substantive effect of withdrawing, or modifying or qualifying in any manner adverse to Parent, the Board Recommendation or Board Approval or recommending or approving another Acquisition Proposal (each, a “Change In Recommendation”), Parent shall have the right to terminate this Agreement pursuant to Section 8.1(c)(i)) or (ii) at any time prior to, but not after, the purchase of Shares by Merger Sub pursuant to the Offer: (A) providing confidential or non-public information in response to a substantial portion request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal (assuming, for this purpose only, that all references to “15% or more” in the definition of such term were changed to “a majority”) which did not result from a breach of this Section 6.2 (a “Qualifying Acquisition Proposal”); (B) engaging or participating in any discussions or negotiations with any Person who has made a Qualifying Acquisition Proposal; or (C) approving or recommending to the assetsholders of Shares a Qualifying Acquisition Proposal (or agreeing to take any such action), business combination or other similar transaction, if, if and only to the extent that, (1) in the case of any action described in clause (A), (B) such or (C) above, after consulting with outside legal counsel the Company Board of Directors determines in good faith upon advice that failing to take such action would constitute a breach by the directors of the Company of their fiduciary duties under applicable Law; (2) prior to taking any action described in clause (A) or (B) above, the Company and the other Person referred to in such clauses execute and deliver a written confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (as defined in Section 9.7); (3) in the case of any action described in clause (B) or (C) above, the Company Board determines in good faith and after consulting with its financial advisors and outside counsel that the Qualifying Acquisition Proposal referred to in such clauses is (x) more favorable from a financial point of view to the Company’s stockholders than the Merger after taking into account any Revised Terms (as defined below) offered by Parent before such action is taken and all other relevant factors (including but not limited to the probability that such Qualifying Acquisition Proposal will be consummated and the time required for to effect such consummation), (y) not subject to any financing or due diligence condition or contingency, and (z) reasonably likely to be consummated taking into account all legal, financial, regulatory (including, without limitation, any antitrust or competition approvals or non-objections) and other relevant factors (any such Qualifying Acquisition Proposal, a “Superior Proposal”) or, in the Board case of Directors to comply with its fiduciary duties to stockholders imposed by Law, clauses (A) and (B) prior only, is reasonably likely to furnishing such information tolead to a Superior Proposal; and (4) before taking any of the actions described in clause (B) or (C) above, or entering into discussions or negotiations with, such person or entity, Parent or the Company provides shall have provided written notice to Parent of the other party Company’s or the Company Board’s intention to take such action, at least three (3) business days shall have elapsed since the date on which Parent received such notice and the Company shall have complied with the provisions of Section 6.2(c). Any determination required or permitted to be made by the Company Board after the date of this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed under this Agreement shall be sufficient if approved by a majority of the status total number of members thereof at a meeting duly called and principal financial terms of any such negotiations or discussionsheld and at which a quorum was present and acting throughout.

Acquisition Proposals. From the date hereof until the termination hereof, Parent, the Parent Subsidiaries, the (a) The Company and the Company agrees that neither it nor any of its Subsidiaries will not, and will cause nor any of their respective officers, directors, employees employees, agents and representatives (any such Persons, including any investment banker, attorney or other agents (includingaccountant, without limitationa “Representative”) shall knowingly initiate, investment bankers, attorneys or accountants) not to, directly or indirectly, (i) take any action to solicit, initiate, encourage, enter into any agreement encourage or otherwise facilitate any inquiries or the making or implementation of any proposal or offer or proposal for, or by any indication of interest in, a merger or Person (other business combination involving than Parent or Company or the acquisition of any equity interest in, or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), (iiMerger Sub) give any approval of the type referred to in Section 4.20 or 5.20 with respect to any Acquisition Proposal, (iii1) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Notwithstanding the foregoing, nothing contained in this Section 7.2 shall prohibit Parent or Company and their respective Boards of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase reorganization or other business combination transaction involving the Company, (2) any acquisition of any equity or other ownership interests in the Company representing, in the aggregate, 15% or more of the total voting power or economic interest of all of the outstanding equity in the Company or any equity or other ownership interests in any of the Company’s Subsidiaries having a fair market value equal to 15% or more of the market value of the outstanding Shares (based on the last closing price for such Shares prior to the date of this Agreement) or (3) any acquisition of assets of the Company or any of its Subsidiaries representing 15% or more of the total assets of the Company and its Subsidiaries, taken as a whole (any such inquiry, proposal or offer being hereinafter referred to as an “Acquisition Proposal”). The Company further agrees that neither it nor any of its Subsidiaries nor any of their respective Representatives shall provide any confidential or non-public information or data to, or engage or participate in any discussions or negotiations with, any Person relating to an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Company or its Board of Directors from (i) complying with its disclosure obligations under Sections 14d-9 and 14e-2 of the Exchange Act with regard to an Acquisition Proposal (but if any disclosure made to effect such compliance has the substantive effect of withdrawing, or modifying or qualifying in any manner adverse to Parent, the Board Recommendation or Board Approval (each, a “Change In Recommendation”), Parent shall have the right to terminate this Agreement pursuant to clause (a) of Section 8.4) and (ii) at any time prior to, but not after, the time this Agreement is adopted by the Company Requisite Vote, (A) providing confidential or non-public information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal (assuming, for this purpose only, that all references to “15%” in the definition of such term were changed to “40%”) which did not result from a knowing breach of this Section 6.2 (a “Qualifying Acquisition Proposal”); (B) discussing (but not negotiating) the material terms of a substantial portion Qualifying Acquisition Proposal with the Person who made it to the extent (but only to the extent) necessary to understand and clarify it sufficiently to be able to make a determination as to whether it is a Superior Proposal (as defined below); (C) engaging or participating in any discussions other than those set forth in the preceding clause (B) or any negotiations with any Person who has made a Qualifying Acquisition Proposal; or (D) approving or recommending to the holders of the assetsShares a Qualifying Acquisition Proposal (or agreeing to take any such action), business combination or other similar transaction, if, if and only to the extent that, (1) prior to taking any action described in clause (A), (B), (C) such or (D) above, after consulting with outside legal counsel the Board of Directors of the Company determines in good faith upon advice of counsel that it must take such action is required for the Board of Directors in order to comply with its fiduciary duties to stockholders imposed by under Law, ; (B2) prior to furnishing taking any action described in clause (A) or (C) above, the Company and the other Person referred to in such information toclauses execute and deliver a written confidentiality agreement on terms not materially less favorable to the Company than those contained in the Confidentiality Agreement (as defined in Section 9.8); (3) prior to taking any action described in clause (C) or (D) above, after consulting with its financial advisors and outside counsel the Board of Directors of the Company determines in good faith that the Qualifying Acquisition Proposal referred to in clauses (C) or entering (D) (x) is more favorable from a financial point of view to the Company’s stockholders than the Merger taking into discussions account any Revised Terms (as defined below) offered by Parent before such action is taken and all other factors deemed to be relevant by the Board of Directors (including but not limited to the time likely to be required to consummate such Qualifying Acquisition Proposal) and (y) is reasonably likely to be consummated taking into account all legal, financial, regulatory and other factors deemed relevant in the good faith judgment of such Board (any such Qualifying Proposal as to which such Board makes such determination as to clauses (x) and (y) above, a “Superior Proposal”); and (4) prior to taking any action described in clause (C) or negotiations with(D) above, such person or entity, Parent or the Company provides shall have provided written notice to Parent of the other party Company’s or its Board of Director’s intention to take such action, at least five days shall have elapsed since the date on which Parent received such notice and the Company shall have complied with the provisions of Section 6.2(c) in all material respects. Notwithstanding anything herein to the contrary, once the Company has given the first five days’ notice to Parent pursuant to any provision of this Section 6.2 or Section 6.4, any further notice pursuant to this Agreement to Section 6.2 or Section 6.4 shall require two business days’ notice (such applicable notice period, the effect that it is furnishing information to“Notice Period”), or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps other than the other informed of the status and principal financial terms of any such negotiations or discussions24-hour notice in Section 6.2(c).

Acquisition Proposals. From the date hereof until the termination hereof, Parent, the Parent Subsidiaries, the Company and the Company (a) Stratex agrees that neither it nor any of its Subsidiaries will not, and will cause nor any of their respective officers, directors, employees employees, agents and representatives (any such Persons, including any investment banker, attorney or other agents (includingaccountant, without limitation, investment bankers, attorneys or accountantsa “Representative”) not toshall, directly or indirectly, initiate, solicit, encourage or facilitate any inquiries or the making or implementation of any proposal or offer with respect to (i) take any action to solicit, initiate, encourage, enter into any agreement or otherwise facilitate any offer or proposal for, or any indication of interest in, a merger or other business combination involving Parent or Company or the acquisition of any equity interest in, or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), (ii) give any approval of the type referred to in Section 4.20 or 5.20 with respect to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Notwithstanding the foregoing, nothing contained in this Section 7.2 shall prohibit Parent or Company and their respective Boards of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase reorganization or other business combination transaction involving Stratex, (ii) any acquisition of a substantial portion any equity or other ownership interests in Stratex or any of its Subsidiaries representing, in the aggregate, 15% or more of the assets, business combination total voting power or economic interest of all of the outstanding equity or other similar transactionownership interest in Stratex or an economic interest of equivalent value in any Subsidiary of Stratex or (iii) any acquisition of assets of Stratex or any of its Subsidiaries representing 15% or more of the total assets of Stratex and its Subsidiaries, iftaken as a whole (any such inquiry, proposal or offer being hereinafter referred to as an “Acquisition Proposal”). Stratex further agrees that neither it nor any of its Subsidiaries nor any of their respective Representatives shall, directly or indirectly, provide any confidential or non public information or data to, or engage or participate in any discussions or negotiations with, any Person relating to an Acquisition Proposal, or otherwise encourage or facilitate any effort or attempt by any Person, in each case, other than Hxxxxx, Newco or Merger Sub, to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Stratex or the Stratex Board from (i) complying with its disclosure obligations under Sections 14d-9 and 14e-2 of the Exchange Act and the rules thereunder with regard to an Acquisition Proposal or making any disclosures to holders of Stratex Common Stock that the Stratex Board determines in good faith (after consultation with outside counsel) that the Stratex Board is required to make in order to comply with its fiduciary duties to the holders of Stratex Common Stock under the DGCL (but if any disclosure made to effect such compliance has the substantive effect of withdrawing, or modifying or qualifying in any manner adverse to Hxxxxx, the Board Recommendation or Board Approval or recommending or approving another Acquisition Proposal (each, a “Change In Recommendation”), Hxxxxx shall have the right to terminate this Agreement pursuant to Section 11.1(c)) or (ii) at any time prior to, but not after, the Stratex Requisite Vote is obtained: (A) providing confidential or non public information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal (assuming, for this purpose only, that all references to “15% or more” in the definition of such term were changed to “a majority”) which did not result from a breach of this Section 9.1 (a “Qualifying Acquisition Proposal”); (B) engaging or participating in any discussions or negotiations with any Person who has made a Qualifying Acquisition Proposal; or (C) approving or recommending to the holders of shares of Stratex Common Stock a Qualifying Acquisition Proposal (or agreeing to take any such action), if and only to the extent that, (1) in the case of any action described in clause (A), (B) such or (C) above, after consulting with outside legal counsel the Stratex Board of Directors determines in good faith upon advice that failing to take such action would constitute a breach by the directors of Stratex of their fiduciary duties under applicable Law; (2) prior to taking any action described in clause (A) or (B) above, Stratex and the other Person referred to in such clauses execute and deliver a written confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement; (3) in the case of any action described in clause (B) or (C) above, the Stratex Board determines in good faith and after consulting with its financial advisors and outside counsel that the Qualifying Acquisition Proposal referred to in such clauses is (x) more favorable from a financial point of view to Stratex’s stockholders than the Transactions after taking into account any Revised Terms offered by Hxxxxx before such action is taken and all other relevant factors (including but not limited to the probability that such Qualifying Acquisition Proposal will be consummated and the time required for to effect such consummation) and (y) reasonably likely to be consummated taking into account all legal, financial, regulatory (including, without limitation, any antitrust or competition approvals or non objections) and other relevant factors (any such Qualifying Acquisition Proposal, a “Superior Proposal”) or, in the Board case of Directors to comply with its fiduciary duties to stockholders imposed by Law, clause (A) or clause (B) prior only, is reasonably likely to furnishing such information tolead to a Superior Proposal; (4) before taking any of the actions described in clause (B) or (C) above, or entering into discussions or negotiations with, such person or entity, Parent or Company provides Stratex shall have provided written notice to Hxxxxx of Stratex’s or the other party Stratex Board’s intention to take such action, at least five (5) Business Days (in the case of the first Qualifying Acquisition Proposal made by such Person) or one (1) Business Day (in the case of any subsequent Qualifying Acquisition Proposal made by such Person) shall have elapsed since the date on which Hxxxxx received such notice and Stratex shall have complied with the provisions of Section 9.1(c). Any determination required or permitted to be made by the Stratex Board after the date of this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed under this Agreement shall be sufficient if approved by a majority of the status total number of members thereof at a meeting duly called and principal financial terms of any such negotiations or discussionsheld and at which a quorum was present and acting throughout.

Acquisition Proposals. From Without limitation on any of such party's other obligations under this Agreement (including under Article IV hereof), each of SPSS and ShowCase agrees that neither it nor any of its Subsidiaries nor any of the date hereof until the termination hereof, Parent, the Parent Subsidiaries, the Company officers and the Company directors of it or its Subsidiaries will notshall, and will that it shall use its reasonable best efforts to cause their respective officersits and its Subsidiaries' employees, directorsagents and representatives (including any investment banker, employees attorney or other agents (including, without limitation, investment bankers, attorneys accountant retained by it or accountantsany of its Subsidiaries) not to, directly or indirectly, (i) take any action to initiate, solicit, initiateencourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to a merger, encouragereorganization, enter into any agreement share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or otherwise facilitate any offer or proposal forsimilar transaction involving it, or any indication of interest in, a merger purchase or other business combination involving Parent or Company or the acquisition of any equity interest in, or a substantial portion sale of the consolidated assets (including without limitation stock of Parent Subsidiaries) of such party and its Subsidiaries, taken as a whole, (any such proposal or Company, offer (other than the transactions contemplated a proposal or offer made by the Transaction Documents (other party or an affiliate thereof) being hereinafter referred to as an "Acquisition Proposal"), (ii) give . Each of SPSS and ShowCase further agrees that neither it nor any approval of its Subsidiaries nor any of the type referred officers and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to in Section 4.20 cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or 5.20 accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, have any discussion with respect or provide any confidential information or data to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information Person relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal. Notwithstanding the foregoing, nothing contained anything in this Section 7.2 shall prohibit Parent Agreement to the contrary, each of SPSS and ShowCase or Company and their its respective Boards Board of Directors from shall be permitted to (iA) taking and disclosing a position to the extent applicable, comply with respect to a tender offer by a third party pursuant to Rules Rule 14d-9 and 14e-2(a) Rule 14e-2 promulgated by the SEC under the Exchange ActAct with regard to an Acquisition Proposal, (B) effect a Change in the SPSS or ShowCase Recommendation, as the case may be, or (iiC) furnishing engage in any discussions or negotiations with, or provide any information to, or entering into negotiations with, any person or entity that makes Person in response to an unsolicited bona fide proposal to acquire Parent or Company pursuant to a mergerwritten Acquisition Proposal by any such Person, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, if and only to the extent that, in any such case as is referred to in clause (AB) or (C), (i) its Shareholders Meeting shall not have occurred, (ii) (x) in the case of clause (B) above such change is permitted by clause (y) of the second proviso of the first sentence of Section 5.1 (b) or Section 5.1 (c), as the case may be, or it has received an unsolicited bona fide written Acquisition Proposal from a third party and its Board of Directors determines concludes in good faith upon advice of counsel that such action is required for Acquisition Proposal constitutes a Superior Proposal (as defined in Section 8.11) and (y) in the case of clause (C) above, its Board of Directors to comply with its fiduciary duties to stockholders imposed by Lawconcludes in good faith that there is a reasonable likelihood that such Acquisition Proposal could result in a Superior Proposal, (Biii) prior to furnishing providing any information or data to any Person in connection with an Acquisition Proposal by any such Person, its Board of Directors receives from such Person an executed confidentiality agreement containing terms at least as stringent as those contained in Section 5.3 and (iv) prior to providing any information to, or data to any Person or entering into discussions or negotiations withwith any Person, such person or entity, Parent or Company provides written notice to party notifies the other party to this Agreement to the effect that it is furnishing promptly of such inquiries, proposals or offers received by, any such information torequested from, or entering into any such discussions or negotiations sought to be initiated or continued with, any of its representatives indicating, in connection with such person notice, the name of such Person and the material terms and conditions of any inquiries, proposals or entity, offers. Each of SPSS and Parent or Company keeps ShowCase agrees that it will promptly keep the other party informed of the status and principal financial terms of any such proposals or offers and the status and terms of any such discussions or negotiations. Each of SPSS and ShowCase agrees that it will, and will cause its officers, directors and representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposal. Each of SPSS and ShowCase agrees that it will use reasonable best efforts to promptly inform its directors, officers, key employees, agents and representatives of the obligations undertaken in this Section 5.5. Nothing in this Section 5.5 shall (x) permit SPSS or discussionsShowCase to terminate this Agreement (except as specifically provided in Article VII hereof) or (y) affect any other obligation of SPSS or ShowCase under this Agreement.

Acquisition Proposals. (a) From and after the date hereof until the termination hereofof this Agreement, Parent, the Parent Subsidiaries, the Company and the Company Subsidiaries will notPamrapo agrees that it shall not directly or indirectly, and will that it shall direct and use its best efforts to cause their respective its directors, officers, directorsemployees, employees or other agents (including, without limitation, investment bankers, attorneys or accountants) and representatives not to, directly or indirectly, (i) take any action to initiate, solicit, initiate, encourage, enter into any agreement encourage or otherwise facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation or proposal forsimilar transaction involving Pamrapo, or any indication purchase of interest in, a merger or other business combination involving Parent or Company or the acquisition of any equity interest in, all or a substantial portion of all of the assets of Parent or Company, Pamrapo other than the transactions contemplated by purchase of sales of loans securities in the Transaction Documents ordinary course of business consistent with past practice or more than 25% of the outstanding equity securities of Pamrapo (an "any such proposal or offer being hereinafter referred to as “Pamrapo Acquisition Proposal"”). Pamrapo further agrees that it shall not, (ii) give and that it shall direct and use its best efforts to cause its directors, officers, employees, agents and representatives not to, directly or indirectly, engage in any approval of the type referred to in Section 4.20 or 5.20 with respect to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiariesnegotiations concerning, or (iv) engage in provide any confidential information or continue discussions or negotiations withdata to, or disclose have any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records todiscussions with, any person that may be considering making, or has made, an relating to a Pamrapo Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an a Pamrapo Acquisition Proposal. Notwithstanding the foregoing; provided, however, that nothing contained in this Section 7.2 Agreement shall prohibit Parent prevent Pamrapo or Company and their respective Boards the Pamrapo board of Directors directors from (iA) taking and disclosing a position complying with respect its disclosure obligations under federal or state law; (B) providing information in response to a tender offer request therefore by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes who has made an unsolicited bona fide proposal written Pamrapo Acquisition Proposal if the Pamrapo board of directors receives from the person so requesting such information an executed confidentiality agreement; (C) engaging in any negotiations or discussions with any person who has made an unsolicited bona fide written Pamrapo Acquisition Proposal or (D) voting to acquire Parent or Company pursuant recommend such a Pamrapo Acquisition Proposal to a mergerthe stockholders of Pamrapo, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, if and only to the extent that, in each such case referred to in clause (AB), (C) such Board or (D) above, (i) the Pamrapo board of Directors directors determines in good faith upon advice of counsel (after consultation with its outside legal counsel) that such action is would be required in order for the Board of Directors its directors to comply with its their respective fiduciary duties under applicable law and (ii) the Pamrapo board of directors determines in good faith (after consultation with its outside legal counsel and receipt of a written opinion of its financial advisor) that such a Pamrapo Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the person making the proposal and would, if consummated, result in a transaction more favorable to Pamrapo’s stockholders imposed from a financial point of view than the Merger. A Pamrapo Acquisition Proposal which is received and considered by Lawthe Pamrapo board of directors in compliance with this Section 6.6(a) hereof and which meets the requirements set forth in subclauses (i) and (ii) of the preceding sentence is herein referred to as a “Superior Proposal.” Pamrapo agrees that it will immediately cease and cause to be terminated any existing activities, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice with any parties conducted heretofore with respect to the other party to this Agreement to the effect any Pamrapo Acquisition Proposals. Pamrapo agrees that it will promptly notify (which notification shall not be more than 24 hours after the earlier of knowledge or receipt of such inquiry, proposal, offer or request) BCB if any such inquiries, proposals or offers are received by, any such information is furnishing information torequested from, or entering into any such discussions or negotiations are sought to be initiated or continued with, such person Pamrapo or entity, and Parent or Company keeps the other informed any of the status and principal financial terms of any such negotiations or discussionsits representatives.

Acquisition Proposals. From (a) ICBC agrees that neither it nor any of its Subsidiaries nor any of the date hereof until the termination hereof, Parent, the Parent Subsidiaries, the Company officers and the Company directors of it or its Subsidiaries will notshall, and will cause their respective officersthat it shall not authorize its or its Subsidiaries’ employees, directorsagents and representatives (including any investment banker, employees attorney or other agents (including, without limitation, investment bankers, attorneys accountant retained by it or accountantsany of its Subsidiaries) not to, directly or indirectly, (i) take any action to solicit, initiate, encourage, enter into any agreement solicit or otherwise knowingly encourage or facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or proposal forsimilar transaction involving it or any of its Significant Subsidiaries (as hereinafter defined), other than any such transaction permitted by Section 6.2, or any indication sale of interest in15% or more of the consolidated assets (including stock of its Subsidiaries) of ICBC and its Subsidiaries, taken as a merger whole, or other business combination involving Parent any issuance or Company sale of, or tender or exchange offer for, its voting securities that, if consummated, would result in any person (or the acquisition stockholders of any equity interest in, such person) beneficially owning securities representing 15% or a substantial portion more of its total voting power (or of the assets surviving parent entity in such transaction) or any of Parent its Significant Subsidiaries (any such proposal or Company, offer (other than the transactions contemplated a proposal or offer made by the Transaction Documents (Sovereign) being hereinafter referred as an "“Acquisition Proposal"”), (ii) give have any approval of the type referred to in Section 4.20 discussions with or 5.20 with respect provide any confidential information or data to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information person relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt by any person to make or implement an Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (iv) approve or recommend, or publicly propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal or publicly propose or agree to do any of the foregoing. Notwithstanding the foregoing, nothing contained in foregoing provisions of this Section 7.2 shall prohibit Parent or Company and their respective Boards 7.4(a), in the event that, prior to the date of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange ActICBC Stockholders Meeting, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes ICBC receives an unsolicited bona fide proposal to acquire Parent or Company pursuant to a mergerAcquisition Proposal, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, ifICBC may, and only may permit its Subsidiaries and its and their representatives to, prior to the extent thatICBC Stockholders Meeting, (Ax) furnish or cause to be furnished confidential information or data, (y) participate in such negotiations or discussions and (z) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal if ICBC’s Board of Directors determines concludes in good faith upon advice of counsel that such action is required for the Board of Directors to comply after consultation with its fiduciary duties legal counsel and financial advisors that, in the case of any action described in clauses (x) or (y) above, such Acquisition Proposal constitutes or is reasonably likely to stockholders imposed by Lawresult in a Superior Proposal (as hereinafter defined) and, in the case of any action described in clause (Bz) above, such Acquisition Proposal constitutes a Superior Proposal; provided that prior to furnishing providing (or causing to be provided) any confidential information or data permitted to be provided pursuant to this sentence, ICBC shall have entered into a confidentiality agreement with such information tothird party on terms no less favorable to ICBC than the Confidentiality Agreement (provided that ICBC may enter into a confidentiality agreement without a standstill provision, or entering into discussions with standstill or negotiations withother provisions less favorable to ICBC, such person if it waives or entity, Parent or Company provides written notice to similarly modifies the other party to this Agreement to corresponding provisions in the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps Confidentiality Agreement). The term “Significant Subsidiary” shall have the other informed meaning ascribed thereto in Rule 1-02 of the status and principal financial terms of any such negotiations or discussions.Regulation S-X.

Acquisition Proposals. From (a) During the Limitation Period, notwithstanding any provision in this Article VII to the contrary, if an Investor desires to submit a proposal to acquire control of the Company or to increase its percentage ownership of Company Voting Securities beyond its percentage ownership as of the date hereof until on which such proposal is submitted, it may do so only by notifying the termination hereofchairman of the Approval Body and complying with all of the following procedures: (i) such Investor may only submit to the Company a proposal having the following terms (the "Proposal"): (A) the Proposal entails either (1) a tender offer for all outstanding Company Voting Securities not owned by such Investor and its affiliates which offer is conditioned upon a majority of the outstanding Company Voting Securities not owned by such Investor and its affiliates having been tendered, Parentfollowed by a merger transaction, or (2) a merger transaction which is conditioned on the approval of stockholders holding a majority of the outstanding Company Voting Securities not owned by such Investor and its affiliates; and (B) the Proposal provides that the same consideration will be paid to all of the Company's stockholders (other than such Investor and its affiliates) in the tender offer and/or merger transaction. (ii) The Approval Body shall retain a reputable investment banking firm to advise the Approval Body with respect to the fairness of the Proposal to the stockholders of the Company other than such Investor and its affiliates from a financial point of view, and the Approval Body shall retain independent counsel to advise it with respect to the Proposal. (iii) The Proposal shall have received the Prior Approval of the Approval Body, which shall not give its approval unless it has received an opinion from such investment banking firm, in form and substance reasonably acceptable to the Approval Body, that the Proposal is fair to the stockholders of the Company other than such Investor and its affiliates from a financial point of view. (b) Unless all of the preconditions set forth in Sections 7.08(a)(i), 7.08(a)(ii) and 7.08(a)(iii) have been satisfied, the Parent Subsidiaries, Proposal shall not be presented to the Company Company's stockholders and such Investor shall withdraw the Company Subsidiaries will Proposal. (c) Each Investor shall not, and will cause their respective officers, directors, employees or other agents (including, without limitation, investment bankers, attorneys or accountants) shall direct its Representatives not to, directly disclose to any person either the fact that discussions or indirectly, (i) take any action to solicit, initiate, encourage, enter into any agreement or otherwise facilitate any offer or proposal for, or any indication of interest in, negotiations are taking place concerning a merger or other business combination involving Parent or Company or the acquisition of any equity interest in, or a substantial portion of the assets of Parent or Company, other than the transactions possible transaction as contemplated by the Transaction Documents (an "Acquisition Proposal"), (ii) give Proposal or any approval of the type referred to in Section 4.20 terms or 5.20 other facts with respect to any Acquisition Proposalsuch possible transaction, in each case without the Prior Approval of the Approval Body. (iiid) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Notwithstanding the foregoingforegoing provisions of this Section 7.08, nothing contained in this Section 7.2 7.08 shall prohibit Parent in any way limit the ability of an Investor to pursue or Company and their respective Boards of Directors from (i) taking and disclosing a position consummate an Authorized Purchase in compliance with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by Section 7.03 without complying with the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent that, (A) such Board of Directors determines procedures set forth in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any such negotiations or discussionsSection 3.6. 28 33 Section 7.09.

Acquisition Proposals. From ALPHANET agrees that neither it nor any of its Subsidiaries nor any of the date hereof until the termination hereof, Parent, the Parent Subsidiaries, the Company officers and the Company directors of it or its Subsidiaries will notshall, and will that it shall use its reasonable best efforts to cause their respective officersits and its Subsidiaries’ employees, directorsagents and representatives (including any investment banker, employees attorney or other agents (including, without limitation, investment bankers, attorneys accountant retained by it or accountantsany of its Subsidiaries) not to, directly or indirectly, (i) take any action to initiate, solicit, initiateencourage or facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to a merger, encouragereorganization, enter into any agreement share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or otherwise facilitate any offer or proposal forsimilar transaction involving it, or any indication purchase or sale of interest inthe consolidated assets (including without limitation stock of Subsidiaries) of ALPHANET and its Subsidiaries, taken as a merger whole, having an aggregate value equal to 15% or other business combination involving Parent or Company or more of the acquisition market capitalization of any equity interest inALPHANET, or a substantial portion any purchase or sale of, or tender or exchange offer for, 15% or more of the assets equity securities of Parent or Company, other than the transactions contemplated by the Transaction Documents (ALPHANET being hereinafter referred to as an "“Acquisition Proposal"”), (ii) give . The Company further agrees that neither it nor any approval of its Subsidiaries nor any of the type referred officers and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to in Section 4.20 cause its and its Subsidiaries’employees, agents and representatives (including any investment banker, attorney or 5.20 accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, have any discussion with respect or provide any information or data to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information Person relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or (subject to Section 7.1(g)) accept an Acquisition Proposal. Notwithstanding the foregoing, nothing contained anything in this Section 7.2 Agreement to the contrary, ALPHANET and ALPHANET’s board of directors shall prohibit Parent or Company and their respective Boards of Directors from be permitted to (iA) taking and disclosing a position the extent applicable, comply with respect to a tender offer by a third party pursuant to Rules Rule 14d-9 and 14e-2(a) Rule 14e-2 promulgated by the SEC under the Exchange ActAct with regard to an Acquisition Proposal, (B) effect a Change in ALPHANET Recommendation, or (iiC) furnishing engage in any discussions or negotiations with, or provide any information to, or entering into negotiations with, any person or entity that makes Person in response to an unsolicited bona fide proposal to acquire Parent or Company pursuant to a mergerwritten Acquisition Proposal for any such Person, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, if and only to the extent that, with respect to the actions contemplated by clauses (AB) such Board or (C), (i) ALPHANET’s Shareholders Meeting shall not have occurred, (ii) (x) in the case of Directors determines clause (B) above ALPHANET has received an unsolicited bona fide written Acquisition Proposal from a third party and ALPHANET’s board of directors concludes in good faith upon advice of counsel that such action Acquisition Proposal constitutes a Superior Proposal and (y) in the case of clause (C) above, ALPHANET’s board of directors concludes in good faith that there is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Lawa reasonable likelihood that such Acquisition Proposal will result in a Superior Proposal, (Biii) in the case of clause (C) above, prior to furnishing providing any information or data to any Person in connection with an Acquisition Proposal by any such Person, ALPHANET’s board of directors receives from such Person an executed confidentiality agreement containing terms at least as stringent as those contained in the Confidentiality Agreement dated March 20, 2003, between ALPHANET and CIBER, and (iv) in the case of clause (C) above, prior to providing any information to, or data to any Person or entering into discussions or negotiations withwith any Person, ALPHANET notifies CIBER promptly of such person inquiries, proposals or entityoffers received by, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing any such information torequested from, or entering into any such discussions or negotiations sought to be initiated or continued with, any of its representatives, indicating in connection with such person notice, the name of such Person and the material terms and conditions of any inquiries, proposals or entity, and Parent or Company keeps the other offers. ALPHANET agrees that it will promptly keep CIBER informed of the status and principal financial terms of any such proposals or offers and the status and terms of any such discussions or negotiations. ALPHANET agrees that it will, and will cause its officers, directors and representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposal. ALPHANET agrees that it will use reasonable best efforts to promptly inform its directors, officers, key employees, agents and representatives of the obligations undertaken in this Section 5.8. Nothing in this Section 5.8 shall permit CIBER or discussionsALPHANET to terminate this Agreement (except as specifically provided in Article VII hereof).

Acquisition Proposals. From The Company has agreed that neither it nor any of its subsidiaries nor any of the date hereof until the termination hereof, Parent, the Parent Subsidiaries, respective officers and directors of the Company and the Company Subsidiaries will not, and will cause their respective officers, directors, employees or other agents (including, without limitation, investment bankers, attorneys or accountants) not toits subsidiaries shall, directly or indirectly, (i) take any action to solicit, initiate, encourage, enter into any agreement encourage or otherwise facilitate any offer inquiries or the making of any proposal forwith respect to a merger, consolidation or similar transaction involving, or any indication purchase of interest in, a merger all or other business combination involving Parent or Company or the acquisition of any equity interest in, or a substantial significant portion of the assets or equity of Parent the Company or Company, other than the transactions contemplated by the Transaction Documents any of its subsidiaries (an "Acquisition Proposal")) or, (ii) give except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties as advised in writing by counsel, engage in any approval of the type referred to in Section 4.20 or 5.20 with respect to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiariesnegotiations concerning, or (iv) engage in provide any confidential information or continue data to, or have any discussions or negotiations with, or disclose any nonpublic information person relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Notwithstanding None of the foregoing, nothing contained in this Section 7.2 foregoing shall prohibit Parent the Company or Company and their respective Boards its Board of Directors from (iA) taking and disclosing a position complying with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC 14e-2 under the Exchange Act, or Act with regard to an Acquisition Proposal; (iiB) furnishing providing information to, or entering into negotiations with, any person or entity that makes in response to an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of Acquisition Proposal if the assets, business combination or other similar transaction, if, and only to the extent that, (A) such Board of Directors takes reasonable steps to protect the confidentiality of such information; (C) engaging in negotiations with any person who has made an unsolicited bona fide written Acquisition Proposal; or (D) recommending such an Acquisition Proposal to the Company's shareholders if (1) in the case of clauses (B), (C) and (D) above, the Company reasonably determines in good faith based upon the advice of outside legal counsel that such action is required necessary in order for the Board of Directors of the Company to comply with its fiduciary duties to stockholders imposed by Lawand (2) in the case of clauses (C) and (D) above, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed Board of Directors of the status Company determines in good faith that the Acquisition Proposal is financially superior to a transaction with Purchaser. BEST EFFORTS. The Merger Agreement provides that, subject to its terms and principal financial terms of any such negotiations or discussions.conditions, the Company, Thyssen and Purchaser will take all actions necessary and proper under applicable law, to consummate the

Acquisition Proposals. From the date hereof until the termination hereof, Parent, the Parent Subsidiaries, the The Company and the Principal Shareholders, as --------------------- applicable, will not, nor will they permit any of the Company Subsidiaries to, nor will notthey authorize or permit any officer, director, or employee, investment banker, attorney, accountant or other advisor or representative of, Company, the Principal Shareholders, or any of Company Subsidiaries to, directly or indirectly (i) solicit, initiate or encourage the submission of any Acquisition Proposal or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information in respect of, or take any other action to facilitate, any Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal. Immediately after the execution and delivery of this Agreement, Company and the Principal Shareholders will, and will cause the Company Subsidiaries, and will use their reasonable best efforts to cause their affiliates, and their respective officers, directors, employees or other agents (including, without limitationemployees, investment bankers, attorneys or accountants) not attorneys, accountants and other agents and representatives to, directly cease and terminate any existing activities, discussions or indirectlynegotiations with any parties conducted heretofore in respect of any possible Acquisition Proposal. "Acquisition Proposal" means an inquiry, (i) take any action to solicit, initiate, encourage, enter into any agreement or otherwise facilitate any offer or proposal for, or regarding any indication of interest in, a merger or other business combination involving Parent or Company or the acquisition of any equity interest in, or a substantial portion of the assets of Parent or Company, following (other than the transactions contemplated by the Transaction Documents this Agreement): (an "Acquisition Proposal"), (iiw) give any approval of the type referred to in Section 4.20 or 5.20 with respect to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Notwithstanding the foregoing, nothing contained in this Section 7.2 shall prohibit Parent or Company and their respective Boards of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assetsrecapitalization, business combination or other similar transaction, if, and only to transaction involving Company or any Company Subsidiary (other than a reincorporating merger or a holding company merger that in either case results in the extent that, (A) such Board Shareholders of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed owning all of the status equity interests in the surviving corporation and principal financial terms any reorganization that involves only the subsidiaries of Company); (x) any such negotiations sale, exchange or discussionsother disposition of all or any substantial portion of the shares in Company by the Principal Shareholders, other than in accordance with the Voting Agreement; (y) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of all or substantially all the assets of Company and the Company Subsidiaries, taken as a whole, in a single transaction or series of transactions; or (z) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing.

Acquisition Proposals. From Without limitation on any of such party's other obligations under this Agreement (including under Article IV hereof), each of AHP and Xxxxxx-Xxxxxxx agrees that neither it nor any of its Subsidiaries nor any of the date hereof until the termination hereof, Parent, the Parent Subsidiaries, the Company officers and the Company directors of it or its Subsidiaries will notshall, and will that it shall use its reasonable best efforts to cause their respective officersits and its Subsidiaries' employees, directorsagents and representatives (including any investment banker, employees attorney or other agents (including, without limitation, investment bankers, attorneys accountant retained by it or accountantsany of its Subsidiaries) not to, directly or indirectly, (i) take any action to initiate, solicit, initiateencourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to a merger, encouragereorganization, enter into any agreement share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or otherwise facilitate any offer or proposal forsimilar transaction involving it, or any indication purchase or sale of interest inthe consolidated assets (including without limitation stock of Subsidiaries and Majority Owned Restricted Affiliates) of such party and its Subsidiaries, taken as a merger whole, having an aggregate value equal to 10% or other business combination involving Parent or Company or more of the acquisition market capitalization of any equity interest insuch party, or a substantial portion any purchase or sale of, or tender or exchange offer for, 10% or more of the assets equity securities of Parent such party (any such proposal or Company, offer (other than the transactions contemplated a proposal or offer made by the Transaction Documents (other party or an affiliate thereof) being hereinafter referred to as an "Acquisition Proposal"), (ii) give . Each of AHP and Xxxxxx-Xxxxxxx further agrees that neither it nor any approval of its Subsidiaries nor any of the type referred officers and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to in Section 4.20 cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or 5.20 accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, have any discussion with respect or provide any confidential information or data to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information Person relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal. Notwithstanding the foregoing, nothing contained anything in this Section 7.2 shall prohibit Parent Agreement to the contrary, each of AHP and Xxxxxx-Xxxxxxx or Company and their its respective Boards Board of Directors from shall be permitted to (iA) taking and disclosing a position to the extent applicable, comply with respect to a tender offer by a third party pursuant to Rules Rule 14d-9 and 14e-2(a) Rule 14e-2 promulgated by the SEC under the Exchange ActAct with regard to an Acquisition Proposal, (B) effect a Change in the AHP or Xxxxxx-Xxxxxxx Recommendation, as the case may be, or (iiC) furnishing engage in any discussions or negotiations with, or provide any information to, or entering into negotiations with, any person or entity that makes Person in response to an unsolicited bona fide proposal to acquire Parent or Company pursuant to a mergerwritten Acquisition Proposal by any such Person, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, if and only to the extent that, in any such case as is referred to in clause (AB) or (C), (i) its Stockholders Meeting shall not have occurred, (ii) (x) in the case of clause (B) above such change is permitted by clause (y) of the second proviso of the first sentence of Section 5.1(b) or Section 5.1(c), as the case may be, or it has received an unsolicited bona fide written Acquisition Proposal from a third party and its Board of Directors determines conclude in good faith upon advice of counsel that such action is required for Acquisition Proposal constitutes a Superior Proposal (as defined in Section 8.11) and (y) in the case of clause (C) above, its Board of Directors to comply with its fiduciary duties to stockholders imposed by Lawconcludes in good faith that there is a reasonable likelihood that such Acquisition Proposal could result in a Superior Proposal, (Biii) prior to furnishing providing any information or data to any Person in connection with an Acquisition Proposal by any such Person, its Board of Directors receives from such Person an executed confidentiality agreement containing terms at least as stringent as those contained in the Confidentiality Agreement (including Section 13 thereof) and (iv) prior to providing any information to, or data to any Person or entering into discussions or negotiations withwith any Person, such person or entity, Parent or Company provides written notice to party notifies the other party to this Agreement to the effect that it is furnishing promptly of such inquiries, proposals or offers received by, any such information torequested from, or entering into any such discussions or negotiations sought to be initiated or continued with, any of its representatives indicating, in connection with such person notice, the name of such Person and the material terms and conditions of any inquiries, proposals or entity, offers. Each of AHP and Parent or Company keeps Xxxxxx-Xxxxxxx agrees that it will promptly keep the other party informed of the status and principal financial terms of any such proposals or offers and the status and terms of any such discussions or negotiations. Each of AHP and Xxxxxx-Xxxxxxx agrees that it will, and will cause its officers, directors and representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposal. Each of AHP and Xxxxxx-Xxxxxxx agrees that it will use reasonable best efforts to promptly inform its directors, officers, key employees, agents and representatives of the obligations undertaken in this Section 5.5. Nothing in this Section 5.5 shall (x) permit AHP or discussionsXxxxxx- Xxxxxxx to terminate this Agreement (except as specifically provided in Article VII hereof) or (y) affect any other obligation of AHP or Xxxxxx- Xxxxxxx under this Agreement. Neither AHP nor Xxxxxx-Xxxxxxx shall submit to the vote of its stockholders any Acquisition Proposal other than the Merger.

Acquisition Proposals. From the date hereof until the termination hereof, Parent, the Parent Subsidiaries, the Company and the Company Subsidiaries will Crestar shall not, and will cause their respective officersnor shall it permit any Crestar Subsidiary to, directorsnor shall it authorize or permit any officer, employees director or employee of, or any investment banker, attorney or other agents (includingadvisor or representative or agent of, without limitation, investment bankers, attorneys Crestar or accountants) not any Crestar Subsidiary to, directly or indirectly, (i) take any action to solicit, initiate, encourage, enter into any agreement encourage or otherwise facilitate any offer or proposal for, or any indication of interest in, a merger or other business combination involving Parent or Company or the acquisition submission of any equity interest in, proposal relating to or a substantial portion of the assets of Parent involving an Acquisition Transaction (as hereinafter defined) or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), (ii) give enter into, encourage or facilitate any approval of the type referred to in Section 4.20 or 5.20 with respect to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations withregarding, or disclose furnish to any nonpublic person any information with respect to, or take any other action to encourage or facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, or constitute an effort to facilitate, any proposal relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, involving an Acquisition ProposalTransaction; provided, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Notwithstanding the foregoinghowever, that nothing contained in this Section 7.2 5.1 shall prohibit Parent or Company and their respective Boards of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent that, (A) such Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is of Crestar from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited, written bona fide proposal regarding an Acquisition Transaction if, and only to the extent that (A) the Board of Directors of Crestar concludes in good faith, after consultation with and based upon the advice of outside counsel, that it is required to furnish such information or enter into such discussions or negotiations in order to comply with its fiduciary duties to shareholders under applicable law, (B) prior to taking such action, Crestar receives from such person or entityentity an executed confidentiality agreement and an executed standstill 21 23 agreement, each in reasonably customary form (provided that such agreement is at least as limiting as any such agreement between SunTrust and Crestar), and Parent (C) the Board of Directors of Crestar concludes in good faith that the proposal regarding the Acquisition Transaction contains an offer of consideration that is superior to the consideration set forth herein. Notwithstanding anything in this Agreement to the contrary, Crestar shall (i) immediately advise SunTrust orally and in writing of (A) the receipt by it (or Company keeps any of the other entities or persons referred to above) of any proposal regarding an Acquisition Transaction, or any inquiry which could reasonably be expected to lead to any such proposal, (B) the material terms and conditions of such proposal or inquiry (whether written or oral), and (C) the identity of the person making any such proposal or inquiry, (ii) keep SunTrust fully informed of the status and principal financial terms details of any such negotiations proposal or discussions.inquiry, and (iii) negotiate in good faith with SunTrust to make such adjustments in the terms and conditions of this Agreement as would enable Crestar to proceed with the transactions contemplated herein on such adjusted terms. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the first sentence of this Section 5.1 by any officer or director of Crestar or any Crestar Subsidiary or any investment banker, attorney or other advisor, representative or agent of Crestar or any Crestar Subsidiary, acting on behalf of or at the request of the Board of Directors of Crestar, shall be deemed to be a breach of this Section 5.1

Acquisition Proposals. From the date hereof until the termination hereof(a) Aquarion shall, Parentand shall instruct each of its Subsidiaries and Representatives (as defined below) to, the Parent immediately cease all existing discussions or negotiations, if any, with any parties conducted heretofore with respect to any Acquisition Proposal (as defined below). Aquarion shall not directly or indirectly, and it shall cause its Subsidiaries, the Company and the Company Subsidiaries will not, and will cause their respective officers, directors, employees employees, representatives, agents or other agents (includingaffiliates, without limitation, including any investment bankers, attorneys or accountantsaccountants ("Representatives") retained by Aquarion or any of its Subsidiaries or affiliates, not to, directly or indirectly, through any Person, (i) take any action to solicit, initiate, encourage, enter into any agreement encourage or otherwise facilitate (including by way of furnishing information) any offer inquiries or proposal forproposals that constitute, or could reasonably be expected to lead to, any indication inquiry, proposal or offer (or any improvement, restatement, amendment, renewal or reiteration thereof) from any Person relating to any direct or indirect acquisition or purchase of interest inAquarion or any of its Subsidiaries, a merger or other merger, recapitalization, consolidation, business combination involving Parent or Company or the acquisition combination, sale of any equity interest in, or a substantial significant portion of the assets of Parent Aquarion and its Subsidiaries, taken as a whole, sale of 10% or Companymore of the shares of capital stock (including by way of a tender offer, share exchange or exchange offer) or similar or comparable transactions involving Aquarion or any of its Subsidiaries, other than the transactions contemplated by the Transaction Documents this Agreement (any such inquiry, proposal or offer (or improvement, restatement, amendment, renewal or reiteration thereof) (other than made by Parent or an affiliate thereof) being herein referred to as an "Acquisition Proposal"), or (ii) give engage in negotiations or discussions concerning, or provide any approval non-public information to any Person relating to, any Acquisition Proposal. Notwithstanding any other provision of this Agreement, the type referred Board of Directors of Aquarion may, at any time prior to adoption of this Agreement by the stockholders of Aquarion, furnish information (pursuant to a customary confidentiality agreement no more favorable, in Section 4.20 the aggregate, to the party receiving information than the Confidentiality Agreement (it being understood that Aquarion may enter into a confidentiality agreement without a standstill or 5.20 with a standstill provision less favorable to Aquarion if it waives or similarly modifies the standstill provision in the Confidentiality Agreement; provided that in no circumstances shall any such standstill provision in any such further confidentiality agreement be more favorable with respect to any Acquisition Proposal, (iiithe purchase of shares of Aquarion Common Stock)) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiariesto, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Notwithstanding the foregoing, nothing contained Person in this Section 7.2 shall prohibit Parent or Company and their respective Boards of Directors from (i) taking and disclosing a position with respect response to a tender offer Superior Proposal (as defined in Section 8.11(i)) made by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, such Person if, and only to the extent that, prior to taking such action, (A) such Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors to comply of Aquarion consults in good faith with its fiduciary duties independent legal counsel as to stockholders imposed by Law, (B) prior to the advisability of furnishing such information to, or entering into engaging in discussions or negotiations with, such person or entity, Parent or Company Person and (B) Aquarion provides written reasonable advance notice to the other party to this Agreement Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, taking such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any such negotiations or discussionsaction.

Acquisition Proposals. From the date hereof until the termination hereof, Parent, the Parent Subsidiaries, The Company agrees that neither the Company nor any of its subsidiaries nor any of the respective officers and directors of the Company or its subsidiaries shall, and the Company Subsidiaries will notshall direct and use its best efforts to cause its employees, agents and will cause their respective officers, directors, employees or other agents representatives (including, without limitation, any investment bankersbanker, attorneys attorney or accountantsaccountant retained by the Company or any of its subsidiaries) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate, encourage, enter into any agreement encourage or otherwise facilitate (including by providing any confidential information or data to or having any negotiations or discussions with any person (other than Parent or its affiliates) making or inquiring with respect to making an Acquisition Proposal), any inquiries or the making of any proposal or offer (including, without limitation, any proposal or proposal foroffer to stockholders of the Company) with respect to a merger, reorganization, share exchange, consolidation or similar transaction involving the Company, or any indication purchase of interest in, more than 15% (on a merger or other business combination involving Parent or Company or the acquisition of any equity interest in, or a substantial portion fair market value basis) of the assets of Parent the Company and its subsidiaries on a consolidated basis (including any such purchase of assets effected indirectly through the purchase of such subsidiaries), or Companyany purchase of, other or tender offer for, more than 15% of any equity securities of the transactions contemplated by the Transaction Documents Company (any such proposal or offer being hereinafter referred to as an "Acquisition ProposalACQUISITION PROPOSAL"), (ii) give any approval of the type referred to in Section 4.20 or 5.20 with respect to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or except that the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information relating to Parent, shall have the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Notwithstanding the foregoing, nothing contained in this Section 7.2 shall prohibit Parent or Company and their respective Boards of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transactionright, if, and only to the extent that, (A) such the Company's Board of Directors determines concludes in good faith upon advice of after consultation with outside legal counsel that such action actions are required to comply with the fiduciary duties of the Company's Board of Directors under applicable law in response to a bona fide, written Acquisition Proposal not solicited on or after the date hereof, to engage in negotiations concerning, provide confidential information or data to, or have discussions with, any person relating to an 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 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 7.2. The Company will notify Parent promptly, and in any event within 24 hours, if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, the Company or any of its subsidiaries, indicating, in connection with such notice, the name of such person and the material terms of any such proposals or offers, and shall thereafter keep Parent informed on a current basis of the status and material terms of any such proposals or offers and the status of any such discussions or negotiations. The Company also will promptly request each person which has heretofore executed a confidentiality agreement in connection with its consideration of acquiring the Company and/or any of its subsidiaries to return all confidential information heretofore furnished to such person by or on behalf of the Company. Nothing contained in this Agreement shall prohibit the Company from taking and disclosing to its stockholders a position required for by Rule 14e-2(a) promulgated under the Exchange Act or from making any disclosure to the Company's stockholders if, in the good faith judgment of the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms Company after consultation with outside counsel, failure to do so would be a violation of any such negotiations or discussionsits obligations under applicable law.

Acquisition Proposals. From and after the date hereof and continuing until the earlier of a) the Closing pursuant to Section 9.01, or b) the termination hereofof this Agreement pursuant to Section 11.01, Parent, the Parent Subsidiaries, the Company and the Company Subsidiaries Commerce will not, and will cause their respective officers, directors, employees or other agents (including, without limitation, investment bankers, attorneys or accountants) not to, directly or indirectly, through any of its Officers, Directors, agents or advisors, (i) take any action to solicit, initiate, solicit or initiate or knowingly encourage, enter into including by means of furnishing information, any agreement proposals, offers or otherwise facilitate inquiries from any offer person relating to any acquisition or proposal forpurchase of the outstanding shares of any class of voting securities of, or 20% or more of the assets or deposits of, Commerce or Commerce Bank, or any indication of interest inmerger, a merger tender or other exchange offer, consolidation or business combination involving Parent involving, Commerce or Company or the acquisition of any equity interest in, or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents Commerce Bank (an "Acquisition Proposal"), ) or (ii) give any approval unless the Board of directors of Commerce determines in good faith that such action is required for that Board to fulfill the type referred Board's fiduciary duties and obligations to the Commerce shareholders under Delaware law as advised by counsel to Commerce and Commerce gives prior notice to Second of such action (in Section 4.20 or 5.20 with respect to any Acquisition Proposalwhich event Commerce may furnish information), (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, with or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company Commerce or the Company Subsidiaries, respectively, Commerce Bank or afford access to their respective propertiesthe Commerce Real Properties, or the books or records to, of Commerce or Commerce Bank to any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement made an Acquisition Proposal. Notwithstanding Commerce shall promptly (within 24 hours) notify Second, orally and in writing, if any such proposal, offer, inquiry or contact is made and shall, in any such notice, indicate the foregoingidentity and terms and conditions of any proposal or offer, nothing contained in or any such inquiry or contact. Commerce shall immediately cease and cause to be terminated any activities, discussions or negotiations conducted prior to the date of this Section 7.2 shall prohibit Parent or Company and their respective Boards of Directors from (i) taking and disclosing a position Agreement with any parties other than Second with respect to a tender offer by a third party pursuant any Acquisition Proposal and shall use its reasonable best efforts to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, enforce any confidentiality or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes similar agreement relating to an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent that, (A) such Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any such negotiations or discussionsAcquisition Proposal.

Acquisition Proposals. From and after the date hereof --------------------- until the termination hereofof this Agreement, Parentneither Fuxxxx xr Fuxxxx Xavings, the Parent Subsidiaries, the Company and the Company Subsidiaries will not, and will cause nor any of their respective officers, directors, employees employees, representatives, agents or other agents affiliates (including, without limitation, any investment bankersbanker, attorneys attorney or accountants) not toaccountant retained by Fuxxxx xr any of its Subsidiaries), will, directly or indirectly, (i) take any action to solicit, initiate, encouragesolicit or knowingly encourage (including by way of furnishing non-public information or assistance), or facilitate knowingly, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as defined below), or enter into any agreement or otherwise facilitate any offer or proposal for, or any indication of interest in, a merger or other business combination involving Parent or Company or the acquisition of any equity interest in, or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), (ii) give any approval of the type referred to in Section 4.20 or 5.20 with respect to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in maintain or continue discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, negotiate with any person that may be considering making, or has made, entity in furtherance of such inquiries or to obtain an Acquisition Proposal, Proposal or otherwise facilitate agree to or endorse any effort or attempt to make or implement an Acquisition Proposal. Notwithstanding the foregoing; PROVIDED, HOWEVER, that nothing contained in this Section 7.2 SECTION 4.1 shall prohibit Parent or Company and their respective Boards the Board of Directors from of Fuxxxx xrom (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into discussions or negotiations withwith any, any person or entity that makes an unsolicited written, bona fide proposal to acquire Parent or Company pursuant Fuxxxx xursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assetsbusiness combination, business combination tender or exchange offer or other similar transaction, if, and only to the extent that, (A) such the Board of Directors of Fuxxxx xeceives a written opinion from its independent financial advisor that such proposal may be superior to the Merger from a financial point-of-view to Fuxxxx'x xtockholders and (B) the Board of Directors of Fuxxxx, after consultation with independent legal counsel, determines in good faith upon advice of counsel that such action is required necessary for the Board of Directors to of Fuxxxx xo comply with its fiduciary duties to stockholders imposed by Law, under applicable law (such proposal that satisfies (A) and (B) prior being referred to furnishing such information toherein as a "SUPERIOR PROPOSAL"), (ii) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer or (iii) failing to make or withdrawing or modifying its recommendation and entering into discussions or negotiations witha Superior Proposal if there exists a Superior Proposal and the Board of Directors of Fuxxxx, after consultation with independent legal counsel, determines in good faith that such person or entity, Parent or Company provides written notice action is necessary for the Board of Directors of Fuxxxx xo comply with its fiduciary duties to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any such negotiations or discussionsstockholders under applicable law.

Acquisition Proposals. From the date hereof until the termination hereof, Parent, the Parent Subsidiaries, the (a) The Company agrees that (i) it and the Company Subsidiaries will its officers and directors shall not, (ii) its subsidiaries and will cause their respective officersits subsidiaries’ officers and directors shall not and (iii) it shall ensure that its and its subsidiaries’ employees, directorsagents, employees or advisors (including financial advisors) and other agents representatives (including, without limitation, investment bankers, attorneys or accountants“Representatives”) not toshall not, directly or indirectly, (iA) take any action to solicit, initiate, encourage, enter into solicit or knowingly encourage any agreement inquiries or otherwise facilitate the making of any proposal or offer with respect to a tender offer or exchange offer, proposal forfor a merger, or any indication of interest in, a merger consolidation or other business combination involving Parent or the Company or the acquisition of any proposal or offer to acquire in any manner an equity interest inrepresenting a 20% or greater economic or voting interest in the Company, or a substantial portion the assets, securities or other ownership interests of or in the Company or any of its subsidiaries representing 20% or more of the consolidated assets of Parent or Companythe Company and its subsidiaries, other than the transactions contemplated by the Transaction Documents this Agreement (any such proposal or offer being hereinafter referred to as an "“Acquisition Proposal"), (ii”) give any approval of the type referred to in Section 4.20 or 5.20 with respect to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (ivB) engage in any negotiations or continue discussions or negotiations withconcerning, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford provide access to their respective its properties, books and records or records any confidential information or data to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement in connection with an Acquisition Proposal. Notwithstanding the foregoing, nothing contained in this Section 7.2 Agreement shall prohibit Parent or Company and their respective Boards of Directors from prevent (i) the taking and disclosing to the Company’s stockholders of a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with respect to the making or amendment of a tender offer or exchange offer) or the making of any legally required disclosure to stockholders with regard to an Acquisition Proposal (provided that neither the Board nor the Special Committee may fail to make or withdraw, modify or change in a manner adverse to Parent, its recommendation of this Agreement or the Merger unless permitted by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange ActSection 6.1(a)), or (ii) furnishing the provision of access to the properties, books and records of the Company and its subsidiaries and the provision of information to, or entering into negotiations with, any data in response to a request therefor by a person or entity that makes an unsolicited who has made a bona fide proposal to acquire Parent or Acquisition Proposal not solicited in violation of this Section 6.5(a) if the Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of receives from the assets, business combination or other similar transaction, if, and only to the extent that, (A) such Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing person so requesting such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice an executed confidentiality agreement containing terms substantially similar to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any such negotiations or discussions.those

Acquisition Proposals. From (a) After the date hereof until and prior to the Effective Time or earlier termination hereofof this Agreement, Parentunless Seller shall otherwise agree in writing, the Parent Subsidiaries, the Company and the Company Subsidiaries will shall not, and will cause their respective officersshall not authorize any officer, directorsdirector or employee or any investment banker, employees attorney, accountant or other agents (includingagent, without limitation, investment bankers, attorneys advisor or accountants) not representative of Parent or any of its Subsidiaries or Affiliates over which it exercises control to, directly or indirectly, (i) take any action to initiate, solicit, initiatenegotiate, encourage, enter into any agreement or otherwise provide confidential information to facilitate any offer or proposal for, or any indication of interest in, a merger or other business combination involving Parent or Company or the acquisition making of any equity interest in, or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents Acquisition Proposal (an "Acquisition Proposal"as defined in Section 6.3(b) hereof), (ii) enter into any agreement with respect to any Acquisition Proposal or give any approval of the type referred to in Section 4.20 or 5.20 6.3(b) with respect to any Acquisition Proposal or (iii) participate in any discussions regarding any Acquisition Proposal; provided, however, that, in response to any unsolicited Acquisition Proposal, Parent and its Subsidiaries may (at any time prior to the Parent Stockholder Approvals) furnish information concerning its business, properties or assets to the Person (a "Potential Acquiror") making such Acquisition Proposal and participate in negotiations with the Potential Acquiror if (x) Parent's Board of Directors is advised by one or more of its independent financial advisors that such Potential Acquiror has the financial wherewithal to consummate such a potential Acquisition Proposal, (iiiy) waive any provision Parent's Board of any standstill or similar agreements entered into by Directors reasonably determines, after receiving advice from Parent's financial advisor, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information relating that such Acquisition Proposal would involve consideration to Parent, 's stockholders and other terms that taken as a whole are superior to the Parent Subsidiaries, Company or Distribution and the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Notwithstanding the foregoing, nothing contained in this Section 7.2 shall prohibit Parent or Company and their respective Boards of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, ifMerger, and only (z) based upon advice of counsel to the extent thatsuch effect, (A) such Parent's Board of Directors determines in good faith upon advice of counsel that such action it is required for the Board of Directors necessary to so furnish information and negotiate in order to comply with its fiduciary duties duty to stockholders imposed of Parent; provided, further, that nothing herein shall prevent Parent's Board of Directors from taking, and disclosing to Parent's stockholders, a position contemplated by Law, (B) prior Rules 14D-9 and 14e-2 promulgated under the Exchange Act with regard to furnishing such any tender offer. In the event Parent shall determine to provide any information toas described above, or entering into discussions shall receive any offer of the type referred to in this Section 6.3, it shall promptly inform Seller orally or negotiations with, such person or entity, Parent or Company provides written notice in writing as to the other party fact that information is to this Agreement be provided and shall furnish to Seller a description of the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and material terms thereof. Parent or Company keeps the other will keep Seller informed of the status and principal financial terms material details (including amendments or proposed amendments of any such negotiations or discussionsproposed Acquisition Proposal).

Acquisition Proposals. From the date hereof until the termination hereof(a) The Company agrees that (i) it and its officers, Parent, the Parent Subsidiaries, the Company directors and the Company Subsidiaries will employees shall not, (ii) its subsidiaries and will cause their respective officersits subsidiaries' officers and directors shall not and (iii) it shall use reasonable best efforts to ensure that its and its subsidiaries' agents and representatives ("Company Representatives") shall not, directors, employees or other agents (including, without limitation, investment bankers, attorneys or accountantsA) not to, directly or indirectly, initiate, solicit or knowingly encourage or facilitate any inquiries or the making of any proposal or offer with respect to (i) take any action to solicit, initiate, encourage, enter into any agreement or otherwise facilitate any tender offer or proposal forexchange offer, (ii) merger, consolidation, share exchange, business combination, sale of substantially all of the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company or any indication of interest inits subsidiaries whose assets, a merger individually or other business combination involving Parent in the aggregate, constitute more than 20% of the consolidated assets or the earning power of the Company or (iii) any acquisition or purchase, direct or indirect, of more than 20% of the acquisition consolidated assets of the Company and its subsidiaries or more than 20% of any class of equity interest in, or a substantial portion voting securities of the Company or any of its subsidiaries whose assets, individually or in the aggregate, constitute more than 20% of the consolidated assets or earning power of Parent or Company, the Company (other than the transactions contemplated by the Transaction Documents this Agreement) (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal")) or (B) directly or indirectly, (ii) give continue, enter into or engage in any approval of the type referred to in Section 4.20 negotiations or 5.20 with respect to discussions concerning, any Acquisition Proposal, (iii) waive furnish any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, any of its subsidiaries or afford provide access to their respective the properties, books and records or records any confidential information or data of the Company or any of its subsidiaries to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt Person relating to make or implement an Acquisition Proposal. Notwithstanding the foregoing, nothing contained in this Section 7.2 Agreement shall prohibit Parent prevent the Company or Company and their respective Boards its Board of Directors from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with respect to the making or amendment of a tender offer by a third party pursuant or exchange offer) or from making any legally required disclosure to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Actstockholders with regard to an Acquisition Proposal, or (ii) furnishing prior to the purchase of any Shares pursuant to the Offer, providing access to properties, books and records and providing information to, or entering into negotiations with, any person or entity that makes data in response to a request therefor by a Person who has made an unsolicited bona fide proposal written Acquisition Proposal if the Board of Directors receives from the Person so requesting such information an executed confidentiality agreement on terms substantially similar to acquire Parent those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement and it being understood that the Company may enter into a confidentiality agreement without a standstill provision or with a standstill provision less favorable to the Company if it waives or similarly modifies the standstill provision in the Confidentiality Agreement) (provided that all such written information is also provided on a prior or substantially concurrent basis to Parent), or (iii) prior to the purchase of any Shares pursuant to a mergerthe Offer, consolidation, share exchange, purchase of a substantial portion of the assets, business combination engaging in any negotiations or other similar transaction, if, discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; if and only to the extent thatthat in connection with the foregoing clauses (ii) and (iii), (A1) such the Board of Directors of the Company shall have determined in good faith, after consultation with its legal counsel and financial advisors, that such actions would reasonably be expected to lead to a Superior Proposal (as defined below), and (2) the Board of Directors of the Company determines in good faith upon advice of after consultation with outside legal counsel that such action is required necessary in order for the Board of Directors directors to comply with its their fiduciary duties under applicable law. The Company agrees that it will immediately cease and cause to stockholders imposed by Lawbe terminated any existing activities, (B) prior to furnishing such information to, or entering into discussions or negotiations withwith any Persons conducted heretofore with respect to any Acquisition Proposal and will use its reasonable best efforts to cause any such Person (or its agents or advisors) in possession of confidential information about the Company or any of its subsidiaries that was furnished by or on behalf of the Company to return or destroy all such information. The Company shall also notify Parent promptly (but in no event later than 24 hours) after receipt of any Acquisition Proposal or any indication of interest in making an Acquisition Proposal after the date hereof, which notice shall include the identity of the Person making such person Acquisition Proposal or entity, indication and the material terms and conditions of such Acquisition Proposal or indication (including any subsequent material amendment or modification to such terms and conditions). The Company shall keep Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed in all material respects of the status and principal financial terms details of any such negotiations or discussionsAcquisition Proposal.

Acquisition Proposals. From (a) Each of Globespan and Virata --------------------- agrees that neither it nor any of its Subsidiaries nor any of the date hereof until the termination hereof, Parent, the Parent Subsidiaries, the Company officers and the Company directors of it or its Subsidiaries will notshall, and will that it shall use its reasonable commercial efforts to cause their respective officersits and its Subsidiaries' employees, directorsagents and representatives (including any investment banker, employees attorney or other agents (including, without limitation, investment bankers, attorneys accountant retained by it or accountantsany of its Subsidiaries) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate, encourage, enter into any agreement encourage or otherwise knowingly facilitate any inquiries or the making of any proposal or offer with respect to, or proposal fora transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Significant Subsidiaries, or any indication purchase or sale of interest in20% or more of the consolidated assets (including stock of its Subsidiaries) of it and its Subsidiaries, taken as a merger whole, or other business combination involving Parent any purchase or Company sale of, or tender or exchange offer for, its equity securities that, if consummated, would result in any Person (or the acquisition stockholders of such Person) beneficially owning securities representing 20% or more of its total voting power (or of the surviving parent entity in such transaction) or the voting power of any equity interest inof its Significant Subsidiaries (any such proposal, offer or a substantial portion of the assets of Parent or Company, transaction (other than the transactions contemplated a proposal or offer made by the Transaction Documents (any party to this Agreement or an Affiliate thereof), an "Acquisition Proposal"), (ii) give have any approval of the type referred to in Section 4.20 discussion with or 5.20 with respect provide any -------------------- confidential information or data to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information Person relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal. Notwithstanding the foregoing, nothing contained in this Section 7.2 shall prohibit Parent (iii) approve or Company and their respective Boards of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Actrecommend, or propose publicly to approve or recommend, any Acquisition Proposal or (iiiv) furnishing information toapprove or recommend, or entering into negotiations withpropose to approve or recommend, or execute or enter into, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a mergerletter of intent, consolidationagreement in principle, share exchangemerger agreement, purchase of a substantial portion of the assetsacquisition agreement, business combination option agreement or other similar transaction, if, and only agreement or propose publicly or agree to the extent that, (A) such Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed do any of the status and principal financial terms of foregoing related to any such negotiations or discussionsAcquisition Proposal.

Acquisition Proposals. From the date hereof until the termination hereof, Parent, the Parent Subsidiaries, the Company (a) KSL agrees that neither it nor any of its Subsidiaries nor any of its officers and the Company directors nor those of its Subsidiaries will notshall, and will that it shall cause their respective officersits and its Subsidiaries' employees, directorsagents and representatives (including any investment banker, employees attorney or other agents (including, without limitation, investment bankers, attorneys accountant retained by it or accountantsany of its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly take any action that facilitates any inquiries, or the making of any proposal or offer, with respect to, or a transaction to soliciteffect, initiatea merger, encouragereorganization, enter into share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving KSL or any agreement of its Subsidiaries, or otherwise facilitate any purchase, sale or other transfer of 10% or more of the consolidated assets of KSL (including stock of its Subsidiaries) of it or its Subsidiaries, or any purchase or sale of, or tender or exchange offer or proposal for, or other transfer of, its equity securities that, if consummated, would result in any indication of interest in, a merger or other business combination involving Parent or Company Person (or the acquisition shareholders of such Person) beneficially owning securities representing 10% or more of the total voting power of KSL or the voting power of any equity interest inof its Subsidiaries (any such proposal, offer or a substantial portion of the assets of Parent or Companytransaction, other than (a) a proposal or offer made by VLI or an Affiliate thereof, or (b) a proposal, offer or transaction solely involving the transactions contemplated by equity securities of KPP to the Transaction Documents (extent KPP and KPP GP comply with their obligation relating thereto under the KPP Merger Agreement, being hereinafter referred to as an "Acquisition ProposalACQUISITION PROPOSAL"), (ii) give except as the board of directors of KSL determines in good faith, after consultation with outside counsel and taking into account any approval change in the terms of the type referred KSL Merger or other proposal made reasonably promptly by VLI after being notified pursuant to Section 6.4(b), that doing so is necessary for such directors to comply with their fiduciary duties under applicable law (and in Section 4.20 such case only after entering into a confidentiality agreement with such Person on terms no less favorable to KSL than the Confidentiality Agreement and conditioned upon contemporaneously providing to VLI a copy of any such information or 5.20 with respect data that it is providing to any such Person pursuant to this Section 6.4 to the extent not previously provided or made available to VLI), 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, (iii) waive approve or recommend, or propose publicly to approve or recommend, any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, Acquisition Proposal or (iv) engage in approve or continue discussions or negotiations withrecommend, or disclose any nonpublic information relating propose to Parent, the Parent Subsidiaries, Company approve or the Company Subsidiaries, respectivelyrecommend, or afford access to their respective properties, books execute or records toenter into, any person that may be considering makingletter of intent, or has madeagreement in principle, an Acquisition Proposalmerger agreement, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Notwithstanding the foregoingacquisition agreement, nothing contained in this Section 7.2 shall prohibit Parent or Company and their respective Boards of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination option agreement or other similar transaction, if, and only agreement or propose publicly or agree to the extent that, (A) such Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed do any of the status and principal financial terms of foregoing related to any such negotiations or discussionsAcquisition Proposal.

Acquisition Proposals. From (a) ICBC agrees that neither it nor any of its Subsidiaries nor any of the date hereof until the termination hereof, Parent, the Parent Subsidiaries, the Company officers and the Company directors of it or its Subsidiaries will notshall, and will cause their respective officersthat it shall not authorize its or its Subsidiaries’ employees, directorsagents and representatives (including any investment banker, employees attorney or other agents (including, without limitation, investment bankers, attorneys accountant retained by it or accountantsany of its Subsidiaries) not to, directly or indirectly, (i) take any action to solicit, initiate, encourage, enter into any agreement solicit or otherwise knowingly encourage or facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or proposal forsimilar transaction involving it or any of its Significant Subsidiaries (as hereinafter defined), other than any such transaction permitted by Section 6.2, or any indication sale of interest in15% or more of the consolidated assets (including stock of its Subsidiaries) of ICBC and its Subsidiaries, taken as a merger whole, or other business combination involving Parent any issuance or Company sale of, or tender or exchange offer for, its voting securities that, if consummated, would result in any person (or the acquisition stockholders of any equity interest in, such person) beneficially owning securities representing 15% or a substantial portion more of its total voting power (or of the assets surviving parent entity in such transaction) or any of Parent its Significant Subsidiaries (any such proposal or Company, offer (other than the transactions contemplated a proposal or offer made by the Transaction Documents (Sovereign) being hereinafter referred as an "“Acquisition Proposal"”), (ii) give have any approval of the type referred to in Section 4.20 discussions with or 5.20 with respect provide any confidential information or data to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information person relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt by any person to make or implement an Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (iv) approve or recommend, or publicly propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal or publicly propose or agree to do any of the foregoing. Notwithstanding the foregoing, nothing contained in foregoing provisions of this Section 7.2 shall prohibit Parent or Company and their respective Boards 7.4(a), in the event that, prior to the date of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange ActICBC Stockholders Meeting, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes ICBC receives an unsolicited bona fide proposal to acquire Parent or Company pursuant to a mergerAcquisition Proposal, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, ifICBC may, and only may permit its Subsidiaries and its and their representatives to, prior to the extent thatICBC Stockholders Meeting, (Ax) furnish or cause to be furnished confidential information or data, (y) participate in such negotiations or discussions and (z) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal if ICBC’s Board of Directors determines concludes in good faith upon advice of counsel that such action is required for the Board of Directors to comply after consultation with its fiduciary duties to stockholders imposed by Lawlegal counsel and financial advisors that, in the case of any action described in clauses (Bx) prior to furnishing such information to, or entering into discussions or negotiations with(y) above, such person Acquisition Proposal constitutes or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any such negotiations or discussions.is

Acquisition Proposals. From the date hereof until the termination hereof, Parent, the Parent Subsidiaries, the (a) The Company and the Company Subsidiaries will not, and will cause their its Subsidiaries not to, and will use its reasonable best efforts to cause the Company’s and its Subsidiaries’ respective officers, directors, employees employees, agents and representatives (including any investment banker, attorney or other agents (includingaccountant retained by it or any of its Subsidiaries, without limitation, investment bankers, attorneys or accountantsthe “Representatives”) not to, (i) initiate or solicit or knowingly facilitate or encourage, directly or indirectly, (i) take any action to solicit, initiate, encourage, enter into any agreement or otherwise facilitate any offer or proposal forinquiries with respect to, or the making of, any indication of interest in, a merger or other business combination involving Parent or Company or the acquisition of any equity interest in, or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), (ii) give any approval of the type referred to except as permitted below in Section 4.20 8.11(b), engage in negotiations or 5.20 with respect discussions with, furnish access to its properties, books and records or provide any information or data to any Person relating to a Company Acquisition Proposal, (iii) waive except as permitted below in Section 8.11(d), approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Company Acquisition Proposal, (iv) execute or enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement or other similar agreement relating to any Acquisition Proposal (other than an Acceptable Confidentiality Agreement entered into in accordance with Section 8.11(b)), (v) waive, terminate, modify or fail to enforce any provision of any standstill “standstill” or similar agreements entered into obligation of any Person other than MWV, (vi) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including any transaction under, or a third party becoming an “interested shareholder” under, Section 203 of the DGCL) inapplicable to any transactions contemplated by Parenta Company Acquisition Proposal (and, to the extent permitted thereunder, the Parent SubsidiariesCompany shall promptly take all steps necessary to terminate any waiver that may have been heretofore granted, to any Person other than MWV or any of MWV’s Affiliates, under any such provisions), (vii) take any action to make the consummation of any Company or Acquisition Proposal exempt under the Company Subsidiariesterms of the Rights Agreement, or (ivviii) engage in resolve, propose or continue agree to do any of the foregoing. The Company shall immediately cease any solicitations, discussions or negotiations with, with any Person that has made or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, indicated an Acquisition Proposal, or otherwise facilitate any effort or attempt intention to make or implement an a Company Acquisition Proposal. Notwithstanding the foregoingProposal (except MWV, nothing contained in this Section 7.2 shall prohibit Parent or Company Spinco and their respective Boards of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent that, (A) such Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any such negotiations or discussionsRepresentatives).

Acquisition Proposals. From the date hereof until the termination hereof(a) The Company agrees that (i) it and its officers, Parent, the Parent Subsidiaries, the Company directors and the Company Subsidiaries will employees shall not, (ii) its subsidiaries and will cause their respective officersits subsidiaries' officers and directors shall not and (iii) it shall use reasonable best efforts to ensure that its and its subsidiaries' agents and representatives ("Company Representatives") shall not, directors, employees or other agents (including, without limitation, investment bankers, attorneys or accountantsA) not to, directly or indirectly, initiate, solicit or knowingly encourage or facilitate any inquiries or the making of any proposal or offer with respect to (i) take any action to solicit, initiate, encourage, enter into any agreement or otherwise facilitate any tender offer or proposal forexchange offer, (ii) merger, consolidation, share exchange, business combination, sale of substantially all of the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company or any indication of interest inits subsidiaries whose assets, a merger individually or other business combination involving Parent in the aggregate, constitute more than 20% of the consolidated assets or the earning power of the Company or (iii) any acquisition or purchase, direct or indirect, of more than 20% of the acquisition consolidated assets of the Company and its subsidiaries or more than 20% of any class of equity interest in, or a substantial portion voting securities of the Company or any of its subsidiaries whose assets, individually or in the aggregate, constitute more than 20% of the consolidated assets or earning power of Parent or Company, the Company (other than the transactions contemplated by the Transaction Documents this Agreement) (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal")) or (B) directly or indirectly, (ii) give continue, enter into or engage in any approval of the type referred to in Section 4.20 negotiations or 5.20 with respect to discussions concerning, any Acquisition Proposal, (iii) waive furnish any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, any of its subsidiaries or afford provide access to their respective the properties, books and records or records any confidential information or data of the Company or any of its subsidiaries to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt Person relating to make or implement an Acquisition Proposal. Notwithstanding the foregoing, nothing contained in this Section 7.2 Agreement shall prohibit Parent prevent the Company or Company and their respective Boards its Board of Directors from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with respect to the making or amendment of a tender offer by a third party pursuant or exchange offer) or from making any legally required disclosure to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Actstockholders with regard to an Acquisition Proposal, or (ii) furnishing prior to the purchase of any Shares pursuant to the Offer, providing access to properties, books and records and providing information to, or entering into negotiations with, any person or entity that makes data in response to a request therefor by a Person who has made an unsolicited bona fide proposal written Acquisition Proposal if the Board of Directors receives from the Person so requesting such information an executed confidentiality agreement on terms substantially similar to acquire Parent those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement and it being understood that the Company may enter into a confidentiality agreement without a standstill provision or with a standstill provision less favorable to the Company if it waives or similarly modifies the standstill provision in the Confidentiality Agreement) (provided that all such written information is also provided on a prior or substantially concurrent basis to Parent), or (iii) prior to the purchase of any Shares pursuant to a mergerthe Offer, consolidation, share exchange, purchase of a substantial portion of the assets, business combination engaging in any negotiations or other similar transaction, if, discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; if and only to the extent thatthat in connection with the foregoing clauses (ii) and (iii), (A1) such the Board of Directors of the Company shall have determined in good faith, after consultation with its legal counsel and financial advisors, that such actions would reasonably be expected to lead to a Superior Proposal (as defined below), and (2) the Board of Directors of the Company determines in good faith upon advice of after consultation with outside legal counsel that such action is required necessary in order for the Board of Directors directors to comply with its their fiduciary duties under applicable law. The Company agrees that it will immediately cease and cause to stockholders imposed by Lawbe terminated any existing activities, (B) prior to furnishing such information to, or entering into discussions or negotiations withwith any Persons conducted heretofore with respect to any Acquisition Proposal and will use its reasonable best efforts to cause any such Person (or its 36 Exhibit (d)(1) agents or advisors) in possession of confidential information about the Company or any of its subsidiaries that was furnished by or on behalf of the Company to return or destroy all such information. The Company shall also notify Parent promptly (but in no event later than 24 hours) after receipt of any Acquisition Proposal or any indication of interest in making an Acquisition Proposal after the date hereof, which notice shall include the identity of the Person making such person Acquisition Proposal or entity, indication and the material terms and conditions of such Acquisition Proposal or indication (including any subsequent material amendment or modification to such terms and conditions). The Company shall keep Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed in all material respects of the status and principal financial terms details of any such negotiations or discussionsAcquisition Proposal.

Acquisition Proposals. From LCI agrees that neither it nor any of its Subsidiaries nor any of the date hereof until the termination hereof, Parent, the Parent Subsidiaries, the Company officers and the Company directors of it or its Subsidiaries will notshall, and will that it shall direct and use its best efforts to cause their respective officersits and its Subsidiaries' employees, directorsagents and representatives (including any investment banker, employees attorney or other agents (including, without limitation, investment bankers, attorneys accountant retained by it or accountantsany of its Subsidiaries) not to, directly or indirectly, (i) take any action to initiate, solicit, initiateencourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to a merger, encouragereorganization, enter into any agreement share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or otherwise facilitate any offer or proposal forsimilar transaction involving, or any indication purchase or sale of interest in, a merger all or other business combination involving Parent or Company or the acquisition of any equity interest in, or a substantial significant portion of the assets or more than 15% (or in the case of Parent acquisition by an Institutional Investor (as defined in the Rights Plan) more than 20%) of the common stock of, it or Company, any of its Subsidiaries (any such proposal or offer (other than the transactions contemplated a proposal or offer made by the Transaction Documents (Qwest or an affiliate thereof) being hereinafter referred to as an "Acquisition ProposalACQUISITION PROPOSAL"), (ii) give . LCI further agrees that neither it nor any approval of its Subsidiaries nor any of the type referred officers and directors of it or its Subsidiaries shall, and that it shall direct and use its best efforts to in Section 4.20 cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or 5.20 accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, have any discussion with respect or provide any confidential information or data to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information Person relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal. Notwithstanding the foregoing, nothing contained in this Section 7.2 shall prohibit Parent LCI or Company and their respective Boards its Board of Directors from shall be permitted to (iA) taking and disclosing a position to the extent applicable, comply with respect to a tender offer by a third party pursuant to Rules Rule 14d-9 and Rule 14e-2(a) promulgated by the SEC under the Exchange ActAct with regard to an Acquisition Proposal, or (iiB) furnishing information to, or entering into negotiations with, any person or entity that makes in response to an unsolicited bona fide proposal written Acquisition Proposal by any Person, recommend approval of such an unsolicited bona fide written Acquisition Proposal to acquire Parent the stockholders of LCI or Company pursuant withdraw or modify in any adverse manner the Board Approval or (C) engage in any discussions or negotiations with, or provide any information to, any Person in response to a mergeran unsolicited bona fide written Acquisition Proposal by any such Person, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, if and only to the extent that, in any such case as is referred to in clause (AB) such Board of Directors determines in good faith upon advice of counsel that such action is required for or (C), (i) the LCI Stockholders Meeting shall not have occurred, (ii) the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, of LCI concludes in good faith that such Acquisition Proposal (x) in the case of clause (B) above would, if consummated, constitute a Superior Proposal or (y) in the case of clause (C) above could reasonably be expected to constitute a Superior Proposal, (iii) prior to furnishing providing any information or data to any Person in connection with an Acquisition Proposal by any such Person, the LCI Board of Directors receives from such Person an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except as to the standstill provisions, provided that if under the aforementioned circumstances LCI enters into any such confidentiality agreement without standstill provisions substantially similar to those contained in the Confidentiality Agreement, then Qwest shall to the extent of the difference be relieved of compliance with the Confidentiality Agreement's standstill provisions), and (iv) prior to providing any information to, or data to any Person or entering into discussions or negotiations withwith any Person, the Board of Directors of LCI notifies Qwest promptly of such person inquiries, proposals or entityoffers received by, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing any such information torequested from, or entering into any such discussions or negotiations sought to be initiated or continued with, any of its representatives indicating, in connection with such person notice, the name of such Person and the material terms and conditions of any proposals or entityoffers. LCI agrees that it will keep Qwest informed, and Parent or Company keeps the other informed on a current basis, of the status and principal financial terms of any such proposals or offers and the status of any such discussions or negotiations. LCI agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. LCI agrees that it will take the necessary steps to promptly inform the individuals or discussionsentities referred to in the first sentence of this Section 5.5 of the obligations undertaken in this Section 5.5. Nothing in this Section 5.5 shall (x) permit LCI to terminate this Agreement (except as specifically provided in Article VII hereof) or (y) affect any other obligation of LCI under this Agreement.

Acquisition Proposals. From the date hereof until the termination hereof, Parent, the Parent Subsidiaries, the Company and the Company Subsidiaries will SBS shall not, and will cause their respective nor shall it authorize or --------------------- knowingly permit any of its officers, directors, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it to, initiate, solicit, encourage (including by way of furnishing information), or take any other action to facilitate, any inquiries or the making of any proposal which constitutes any Acquisition Proposal (as defined below), or enter into or maintain or continue discussions or negotiations with any person in furtherance of an Acquisition Proposal, and SBS shall (unless it believes such notification could violate the SBS Board of Directors' fiduciary duties) notify NCF as promptly as practicable, in reasonable detail, as to any inquiries and proposals which it or any of its representatives or agents may receive; provided, however, that, notwithstanding anything to the contrary contained in this Agreement, (i) SBS may furnish or cause to be furnished confidential and non-public information concerning SBS and its businesses, properties or assets to a third party, (ii) SBS may engage in discussions or negotiations with a third party, (iii) following receipt of any Acquisition Proposal, SBS may take and disclose to its stockholders information about the Acquisition Proposal, including, without limitation, investment bankers, attorneys or accountants) not to, directly or indirectly, (i) take any action to solicit, initiate, encourage, enter into any agreement or otherwise facilitate any offer or proposal for, or any indication of interest in, a merger or other business combination involving Parent or Company or the acquisition of any equity interest in, or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), (ii) give any approval of the type referred to in Section 4.20 or 5.20 its position with respect to any such Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or and/or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, following receipt of an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Notwithstanding the foregoing, nothing contained in this Section 7.2 shall prohibit Parent or Company and their respective Boards SBS Board of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, may withdraw or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion modify its recommendation of the assetsMerger or terminate this Agreement, business combination or other similar transaction, if, but in each event only if and only to the extent that, (A) such that the SBS Board of Directors determines shall determine in good faith faith, upon the advice of counsel counsel, that such action is required for the Board of Directors to comply with fulfill its fiduciary duties to stockholders imposed by Lawthe SBS stockholders. As used herein, the term "Acquisition Proposal" means: (Bx) prior to furnishing such information to, any acquisition or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed purchase of more than 20% of the status and principal financial terms equity interest in SBS or any take-over bid or tender offer (including an issuer bid or self tender offer) or exchange offer, consolidation, plan or arrangement, reorganization, consolidation, business combination, sale of substantially all of the assets, sale of securities, recapitalization, liquidation, dissolution or similar transaction involving SBS (other than the transactions contemplated by this Agreement) or (y) any such negotiations proposal, plan or discussionsintention to do any of the foregoing either publicly announced or communicated to SBS or any agreement to engage in any of the foregoing. The execution of this covenant by SBS constitutes a significant part of the material inducement for NCF to enter into this Agreement.

Acquisition Proposals. From Except in connection with the date hereof until --------------------- transactions contemplated hereby, none of the termination hereofSeller, Parentan Asset Seller, any Subsidiary or any Affiliate, agent, representative, employee, officer or director of the Parent SubsidiariesSeller, the Company and the Company Subsidiaries will not, and will cause their respective officers, directors, employees an Asset Seller or other agents any Subsidiary shall (including, without limitation, investment bankers, attorneys or accountants) not to, directly or indirectly, (ia) take any action to solicit, initiate, encourage, enter into any agreement initiate submission of or otherwise facilitate any offer or proposal for, or any indication of interest in, a merger or other business combination involving Parent or Company or the acquisition of any equity interest in, or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), (ii) give any approval of the type referred to in Section 4.20 or 5.20 with respect to knowingly encourage any Acquisition Proposal, (iiib) waive participate in any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue substantive discussions or negotiations withregarding an Acquisition Proposal with any Person other than the Purchaser and its representatives, or disclose (c) furnish any nonpublic information relating with respect to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective the properties, books or records to, of the Electrophysiology Business to any person that may be considering makingPerson in connection with an Acquisition Proposal other than the Purchaser and its representatives or (d) otherwise knowingly cooperate in any way with, or has madeknowingly assist or participate in, an Acquisition Proposalfacilitate or encourage, or otherwise facilitate any effort or attempt by any Person other than by the Purchaser and its representatives to make do or implement an Acquisition Proposal. Notwithstanding seek any of the foregoing, nothing contained in this Section 7.2 . The Seller shall prohibit Parent or Company and their respective Boards promptly notify the Purchaser upon receipt of Directors from (i) taking and disclosing a position any offer with respect to a tender an Acquisition Proposal and shall not accept any such offer for so long as this Agreement remains in effect. For purposes hereof, an "Acquisition Proposal" shall include any acquisition or -------------------- purchase by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by Person who is not an Affiliate of the SEC under the Exchange Act, Purchaser of all or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assetsShares, the Second Tier Shares, the Transferred Assets or any equity interest in the Electrophysiology Business, any merger or business combination with any Subsidiary or other similar transactionAsset Seller, if, and only to the extent that, any public or private offering of capital stock of any Subsidiary (A) such Board or any security convertible into or exchangeable or exercisable for capital stock of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information toany Subsidiary), or entering into discussions any other acquisition involving the Electrophysiology Business, except for any acquisition or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed purchase of inventory of the status and principal financial terms Electrophysiology Business in the ordinary course of any such negotiations or discussionsbusiness consistent with past practice.

Acquisition Proposals. From ALPHANET agrees that neither it nor any of its Subsidiaries nor any of the date hereof until the termination hereof, Parent, the Parent Subsidiaries, the Company officers and the Company directors of it or its Subsidiaries will notshall, and will that it shall use its reasonable best efforts to cause their respective officersits and its Subsidiaries’ employees, directorsagents and representatives (including any investment banker, employees attorney or other agents (including, without limitation, investment bankers, attorneys accountant retained by it or accountantsany of its Subsidiaries) not to, directly or indirectly, (i) take any action to initiate, solicit, initiateencourage or facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to a merger, encouragereorganization, enter into any agreement share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or otherwise facilitate any offer or proposal forsimilar transaction involving it, or any indication purchase or sale of interest inthe consolidated assets (including without limitation stock of Subsidiaries) of ALPHANET and its Subsidiaries, taken as a merger whole, having an aggregate value equal to 15% or other business combination involving Parent or Company or more of the acquisition market capitalization of any equity interest inALPHANET, or a substantial portion any purchase or sale of, or tender or exchange offer for, 15% or more of the assets equity securities of Parent or Company, other than the transactions contemplated by the Transaction Documents (ALPHANET being hereinafter referred to as an "“Acquisition Proposal"”), (ii) give . The Company further agrees that neither it nor any approval of its Subsidiaries nor any of the type referred officers and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to in Section 4.20 cause its and its Subsidiaries’ employees, agents and representatives (including any investment banker, attorney or 5.20 accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, have any discussion with respect or provide any information or data to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information Person relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or (subject to Section 7.1(g)) accept an Acquisition Proposal. Notwithstanding the foregoing, nothing contained anything in this Section 7.2 Agreement to the contrary, ALPHANET and ALPHANET’s board of directors shall prohibit Parent or Company and their respective Boards of Directors from be permitted to (iA) taking and disclosing a position the extent applicable, comply with respect to a tender offer by a third party pursuant to Rules Rule 14d-9 and 14e-2(a) Rule 14e-2 promulgated by the SEC under the Exchange ActAct with regard to an Acquisition Proposal, (B) effect a Change in ALPHANET Recommendation, or (iiC) furnishing engage in any discussions or negotiations with, or provide any information to, or entering into negotiations with, any person or entity that makes Person in response to an unsolicited bona fide proposal to acquire Parent or Company pursuant to a mergerwritten Acquisition Proposal for any such Person, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, if and only to the extent that, with respect to the actions contemplated by clauses (AB) such Board or (C), (i) ALPHANET’s Shareholders Meeting shall not have occurred, (ii) (x) in the case of Directors determines clause (B) above ALPHANET has received an unsolicited bona fide written Acquisition Proposal from a third party and ALPHANET’s board of directors concludes in good faith upon advice of counsel that such action Acquisition Proposal constitutes a Superior Proposal and (y) in the case of clause (C) above, ALPHANET’s board of directors concludes in good faith that there is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Lawa reasonable likelihood that such Acquisition Proposal will result in a Superior Proposal, (Biii) in the case of clause (C) above, prior to furnishing providing any information or data to any Person in connection with an Acquisition Proposal by any such Person, ALPHANET’s board of directors receives from such Person an executed confidentiality agreement containing terms at least as stringent as those contained in the Confidentiality Agreement dated March 20, 2003, between ALPHANET and CIBER, and (iv) in the case of clause (C) above, prior to providing any information to, or data to any Person or entering into discussions or negotiations withwith any Person, ALPHANET notifies CIBER promptly of such person inquiries, proposals or entityoffers received by, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing any such information torequested from, or entering into any such discussions or negotiations sought to be initiated or continued with, any of its representatives, indicating in connection with such person notice, the name of such Person and the material terms and conditions of any inquiries, proposals or entity, and Parent or Company keeps the other offers. ALPHANET agrees that it will promptly keep CIBER informed of the status and principal financial terms of any such proposals or offers and the status and terms of any such discussions or negotiations. ALPHANET agrees that it will, and will cause its officers, directors and representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposal. ALPHANET agrees that it will use reasonable best efforts to promptly inform its directors, officers, key employees, agents and representatives of the obligations undertaken in this Section 5.8. Nothing in this Section 5.8 shall permit CIBER or discussionsALPHANET to terminate this Agreement (except as specifically provided in Article VII hereof).

Acquisition Proposals. From the date hereof until the termination Without limitation on any of such party's other obligations under this Agreement (including under Article IV hereof), Parent, the Parent Subsidiaries, the Company each of AHP and the Company Warner-Lambert agrees that neither it nor any of its Subsidiaries will notnox xxx xx xxx xfficers and directors of it or its Subsidiaries shall, and will that it shall use its reasonable best efforts to cause their respective officersits and its Subsidiaries' employees, directorsagents and representatives (including any investment banker, employees attorney or other agents (including, without limitation, investment bankers, attorneys accountant retained by it or accountantsany of its Subsidiaries) not to, directly or indirectly, (i) take any action to initiate, solicit, initiateencourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to a merger, encouragereorganization, enter into any agreement share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or otherwise facilitate any offer or proposal forsimilar transaction involving it, or any indication purchase or sale of interest inthe consolidated assets (including without limitation stock of Subsidiaries and Majority Owned Restricted Affiliates) of such party and its Subsidiaries, taken as a merger whole, having an aggregate value equal to 10% or other business combination involving Parent or Company or more of the acquisition market capitalization of any equity interest insuch party, or a substantial portion any purchase or sale of, or tender or exchange offer for, 10% or more of the assets equity securities of Parent such party (any such proposal or Company, offer (other than the transactions contemplated a proposal or offer made by the Transaction Documents (other party or an affiliate thereof) being hereinafter referred to as an "Acquisition Proposal"), (ii) give . Each of AHP and Warner-Lambert further agrees that neither it nor any approval of its Subsidixxxxx xxx xxx of the type referred officers and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to in Section 4.20 cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or 5.20 accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, have any discussion with respect or provide any confidential information or data to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information Person relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal. Notwithstanding the foregoing, nothing contained anything in this Section 7.2 shall prohibit Parent Agreement to the contrary, each of AHP and Warner-Lambert or Company and their its respective Boards Board of Directors from shall be permittxx xx (iX) taking and disclosing a position xx xhe extent applicable, comply with respect to a tender offer by a third party pursuant to Rules Rule 14d-9 and 14e-2(a) Rule 14e-2 promulgated by the SEC under the Exchange ActAct with regard to an Acquisition Proposal, (B) effect a Change in the AHP or Warner-Lambert Recommendation, as the case may be, or (iiC) furnishing engage in xxx xxxxxxxxxxs or negotiations with, or provide any information to, or entering into negotiations with, any person or entity that makes Person in response to an unsolicited bona fide proposal to acquire Parent or Company pursuant to a mergerwritten Acquisition Proposal by any such Person, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, if and only to the extent that, in any such case as is referred to in clause (AB) or (C), (i) its Stockholders Meeting shall not have occurred, (ii) (x) in the case of clause (B) above such change is permitted by clause (y) of the second proviso of the first sentence of Section 5.1(b) or Section 5.1(c), as the case may be, or it has received an unsolicited bona fide written Acquisition Proposal from a third party and its Board of Directors determines conclude in good faith upon advice of counsel that such action is required for Acquisition Proposal constitutes a Superior Proposal (as defined in Section 8.11) and (y) in the case of clause (C) above, its Board of Directors to comply with its fiduciary duties to stockholders imposed by Lawconcludes in good faith that there is a reasonable likelihood that such Acquisition Proposal could result in a Superior Proposal, (Biii) prior to furnishing providing any information or data to any Person in connection with an Acquisition Proposal by any such Person, its Board of Directors receives from such Person an executed confidentiality agreement containing terms at least as stringent as those contained in the Confidentiality Agreement (including Section 13 thereof) and (iv) prior to providing any information to, or data to any Person or entering into discussions or negotiations withwith any Person, such person or entity, Parent or Company provides written notice to party notifies the other party to this Agreement to the effect that it is furnishing promptly of such inquiries, proposals or offers received by, any such information torequested from, or entering into any such discussions or negotiations sought to be initiated or continued with, any of its representatives indicating, in connection with such person notice, the name of such Person and the material terms and conditions of any inquiries, proposals or entity, offers. Each of AHP and Parent or Company keeps Warner-Lambert agrees that it will promptly keep the other informed of the status party infxxxxx xx xxx xtatus and principal financial terms of any such proposals or offers and the status and terms of any such discussions or negotiations. Each of AHP and Warner-Lambert agrees that it will, and will cause its officers, dirxxxxxx xxx xxxresentatives to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposal. Each of AHP and Warner-Lambert agrees that it will use reasonable best efforts to prxxxxxx xxxxxx its directors, officers, key employees, agents and representatives of the obligations undertaken in this Section 5.5. Nothing in this Section 5.5 shall (x) permit AHP or discussionsWarner-Lambert to terminate this Agreement (except as specifically pxxxxxxx xx Xxxicle VII hereof) or (y) affect any other obligation of AHP or Warner-Lambert under this Agreement. Neither AHP nor Warner-Lambert xxxxx xxxxxx xo the vote of its stockholders any Acquxxxxxxx Xxxxxxal other than the Merger.

Acquisition Proposals. From Without limitation on any of such party's other obligations under this Agreement (including under Article IV hereof), but except to the date hereof until extent specifically permitted to such party pursuant to its Disclosure Schedules under subsections (e) and (f) of Sections 4.1 or 4.2, as the termination hereofcase may be, Parent, each of AHP and Monsanto agrees that neither it nor any of its Subsidiaries nor any of the Parent Subsidiaries, the Company officers and the Company directors of it or its Subsidiaries will notshall, and will that it shall use its reasonable best efforts to cause their respective officersits and its Subsidiaries' employees, directorsagents and representatives (including any investment banker, employees attorney or other agents (including, without limitation, investment bankers, attorneys accountant retained by it or accountantsany of its Subsidiaries) not to, directly or indirectly, (i) take any action to initiate, solicit, initiateencourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to a merger, encouragereorganization, enter into any agreement share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or otherwise facilitate any offer or proposal forsimilar transaction involving it, or any indication purchase or sale of interest inthe consolidated assets (including without limitation stock of Subsidiaries and Majority Owned Affiliates) of such party and its Subsidiaries, taken as a merger whole, having an aggregate value equal to 10% or other business combination involving Parent or Company or more of the acquisition market capitalization of any equity interest insuch party, or a substantial portion any purchase or sale of, or tender or exchange offer for, 10% or more of the assets equity securities of Parent such party (any such proposal or Company, offer (other than the transactions contemplated a proposal or offer made by the Transaction Documents (other party or an affiliate thereof) being hereinafter referred to as an "Acquisition Proposal"), (ii) give . Each of AHP and Monsanto further agrees that neither it nor any approval of its Subsidiaries nor any of the type referred officers and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to in Section 4.20 cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or 5.20 accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, have any discussion with respect or provide any confidential information or data to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information Person relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal. Notwithstanding the foregoing, nothing contained in this Section 7.2 shall prohibit Parent Proposal or Company and their respective Boards of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes accept an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent that, (A) such Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any such negotiations or discussions.Acquisition

Acquisition Proposals. From the date hereof until the termination hereof, Parent, the Parent Subsidiaries, (a) Neither the Company and nor any of its Subsidiaries shall (whether directly or indirectly through advisors, agents or other intermediaries), nor shall the Company or any of its Subsidiaries will not, and will cause authorize or permit any of its or their respective officers, directors, employees agents, representatives or other agents advisors to (including, without limitation, investment bankers, attorneys or accountantsa) not to, directly or indirectly, (i) take any action to solicit, initiate, encourage, enter into knowingly encourage (including by way of furnishing information) or take any agreement or otherwise action knowingly to facilitate any offer or proposal for, or any indication of interest in, a merger or other business combination involving Parent or Company or the acquisition submission of any equity interest ininquiries, proposals or a substantial portion of offers (whether or not in writing) from any Person (other than the assets of Parent or Companyand its affiliates) relating to, other than the transactions contemplated by this Agreement, (i) any acquisition or purchase of 10% or more of the Transaction Documents consolidated assets of the Company and its Subsidiaries (an "Acquisition Proposal")other than the Restructuring Transactions, the Dispositions and the Sale Leasebacks) or of 10% or more of any class of equity securities of the Company or any of its Subsidiaries, (ii) give any approval tender offer (including a self tender offer) or exchange offer that if consummated would result in any Person beneficially owning 10% or more of any class of equity securities of the type referred to in Section 4.20 Company or 5.20 with respect to any Acquisition Proposalof its Subsidiaries, (iii) waive any provision merger, consolidation, business combination, sale of any standstill substantially all assets, recapitalization, liquidation, dissolution or similar agreements entered into by Parenttransaction involving the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 10% or more of the consolidated assets of the Company (other than the Restructuring Transactions, the Parent Subsidiaries, Company or Dispositions and the Company SubsidiariesSale Leasebacks), or (iv) engage in any other transaction the consummation of which would or continue discussions or negotiations would reasonably be expected to impede, interfere with, prevent or disclose any nonpublic information relating materially delay the Offer or the Merger or which would or would reasonably be expected to materially dilute the benefits to the Parent, Holdings or Merger Sub of the Parent Subsidiariestransactions contemplated by this Agreement (collectively, Company or the Company Subsidiaries, respectively"ACQUISITION PROPOSALS"), or afford access agree to their respective properties, books or records to, endorse any person that may be considering making, or has made, an Acquisition Proposal, or (b) 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 the foregoing, or otherwise facilitate cooperate in any way with, or participate in or knowingly assist, facilitate, or encourage, any effort or attempt by any other Person (other than any of the Parent, Holdings, Merger Sub and their affiliates) to make do or implement an Acquisition Proposal. Notwithstanding seek any of the foregoing; PROVIDED, nothing contained in this Section 7.2 HOWEVER, that the foregoing shall not prohibit Parent or the Company (A) from complying with Rule 14e-2 and their respective Boards of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules Rule 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited Act with regard to a bona fide proposal tender offer or exchange offer; (B) from making such disclosure to acquire Parent the Company's stockholders or otherwise which, the Company pursuant to a mergerBoard concludes in good faith, consolidationafter consultation with its legal counsel, share exchange, purchase of a substantial portion is necessary under applicable law or the rules of the assets, business combination NYSE or other similar transaction, if, and only to the extent that, (A) such Board of Directors determines is reasonably necessary in good faith upon advice of counsel that such action is required for the Board of Directors order to comply with its fiduciary duties to the Company's stockholders imposed under applicable law; (C) from participating in negotiations or discussions with or furnishing information to any Person in connection with an Acquisition Proposal not solicited after the date hereof which is submitted in writing by Lawsuch Person to the Company Board after the date of this Agreement; PROVIDED, (B) HOWEVER, that prior to participating in any such discussions or negotiations or furnishing any information, the Company receives from such Person an executed confidentiality agreement on terms not less favorable to the Company than the Confidentiality Agreement; and PROVIDED, FURTHER, that the Company Board shall have concluded in good faith, after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal is reasonably likely to constitute a Superior Proposal (as defined below) and, after consultation with its outside legal counsel, that participating in such negotiations or discussions or furnishing such information tois reasonably necessary in order to comply with its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED, FURTHER, that the Company Board shall not (unless it is prohibited from doing so in good faith by the terms of the Acquisition Proposal) take any of the foregoing actions prior to two business days after it provides the Parent with prompt (but in no event later than 24 hours after the occurrence or entering into discussions or negotiations with, commencement of such person or entity, Parent or Company provides action) written notice to thereof. If the other party to Company Board receives an Acquisition Proposal, then the Company shall promptly inform the Parent of the material terms and conditions of such proposal and the identity of the Person making it. Notwithstanding anything contained in this Agreement to the effect that it is furnishing information tocontrary, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed exercise of the status Company's or the Company Board's rights under this Section 5.4 and principal financial terms Section 7.3(c) shall not constitute a breach of any such negotiations or discussionsthis Agreement.

Acquisition Proposals. From Without limitation on any of such party's other obligations under this Agreement (including under Article IV hereof), but except to the date hereof until extent specifically permitted to such party pursuant to its Disclosure Schedules under subsections (e) and (f) of Sections 4.1 or 4.2, as the termination hereofcase may be, Parent, each of AHP and Monsanto agrees that neither it nor any of its Subsidiaries nor any of the Parent Subsidiaries, the Company officers and the Company directors of it or its Subsidiaries will notshall, and will that it shall use its reasonable best efforts to cause their respective officersits and its Subsidiaries' employees, directorsagents and representatives (including any investment banker, employees attorney or other agents (including, without limitation, investment bankers, attorneys accountant retained by it or accountantsany of its Subsidiaries) not to, directly or indirectly, (i) take any action to initiate, solicit, initiateencourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to a merger, encouragereorganization, enter into any agreement share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or otherwise facilitate any offer or proposal forsimilar transaction involving it, or any indication purchase or sale of interest inthe consolidated assets (including without limitation stock of Subsidiaries and Majority Owned Affiliates) of such party and its Subsidiaries, taken as a merger whole, having an aggregate value equal to 10% or other business combination involving Parent or Company or more of the acquisition market capitalization of any equity interest insuch party, or a substantial portion any purchase or sale of, or tender or exchange offer for, 10% or more of the assets equity securities of Parent such party (any such proposal or Company, offer (other than the transactions contemplated a proposal or offer made by the Transaction Documents (other party or an affiliate thereof) being hereinafter referred to as an "Acquisition Proposal"), (ii) give . Each of AHP and Monsanto further agrees that neither it nor any approval of its Subsidiaries nor any of the type referred officers and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to in Section 4.20 cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or 5.20 accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, have any discussion with respect or provide any confidential information or data to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information Person relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal. Notwithstanding anything herein to the foregoingcontrary, nothing contained in this Section 7.2 shall prohibit Parent each of AHP and Monsanto or Company and their its respective Boards Board of Directors from shall be permitted to (iA) taking and disclosing a position to the extent applicable, comply with respect to a tender offer by a third party pursuant to Rules Rule 14d-9 and 14e-2(a) Rule 14e-2 promulgated by the SEC under the Exchange ActAct with regard to an Acquisition Proposal, or (iiB) furnishing information to, or entering into negotiations with, any person or entity that makes in response to an unsolicited bona fide proposal written Acquisition Proposal by any Person, recommend approval of such an unsolicited bona fide written Acquisition Proposal to acquire Parent its stockholders or Company pursuant effect an Adverse Change in the AHP or Monsanto Recommendation, as the case may be, or (C) engage in any discussions or negotiations with, or provide any information to, any Person in response to a mergeran unsolicited bona fide written Acquisition Proposal by any such Person, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, if and only to the extent that, in any such case as is referred to in clause (AB) such or (C), (i) its Stockholders Meeting shall not have occurred, (ii) its Board of Directors determines (x) in the case of clause (B) above, concludes in good faith upon advice of counsel that such action is required for Acquisition Proposal constitutes a Superior Proposal (as defined in Section 8.11) and provides written notice of termination of this Agreement pursuant to Section 7.1(f) or (y) in the case of clause (C) above concludes in good faith that such Acquisition Proposal could reasonably be expected to result in a Superior Proposal, (iii) prior to providing any information or data to any Person in connection with an Acquisition Proposal by any such Person, its Board of Directors to comply with its fiduciary duties to stockholders imposed by Lawreceives from such Person an executed confidentiality agreement containing confidentiality terms at least as stringent as those contained in the March 4, 1998 confidentiality agreement between Monsanto and AHP, and (Biv) prior to furnishing such providing any information to, or data to any Person or entering into discussions or negotiations withwith any Person, such person or entity, Parent or Company provides written notice to its Board of Directors notifies the other party to this Agreement to the effect that it is furnishing promptly of such inquiries, proposals or offers received by, any such information torequested from, or entering into any such discussions or negotiations sought to be initiated or continued with, any of its representatives indicating, in connection with such person notice, the name of such Person and the material terms and conditions of any inquiries, proposals or entity, offers. Each of AHP and Parent or Company keeps Monsanto agrees that it will promptly keep the other party informed of the status and principal financial terms of any such proposals or offers and the status and terms of any such discussions or negotiations. Each of AHP and Monsanto agrees that it will, and will cause its officers, directors and representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposal. Each of AHP and Monsanto agrees that it will use reasonable best efforts to promptly inform its directors, officers, key employees, agents and representatives of the obligations undertaken in this Section 5.5. Nothing in this Section 5.5 shall (x) permit AHP or discussionsMonsanto to terminate this Agreement (except as specifically provided in Article VII hereof) or (y) affect any other obligation of AHP or Monsanto under this Agreement.

Acquisition Proposals. (a) From the date hereof until the termination hereof, Parent, the Parent Subsidiaries, the Company and the Company Subsidiaries will not, and will cause their respective officers, directors, employees or other agents (including, without limitation, investment bankers, attorneys or accountants) not to, directly or indirectly, (i) take any action to solicit, initiate, encourage, enter into initiate or encourage any agreement or otherwise facilitate any offer or proposal for, or any indication of interest in, a merger or other business combination involving Parent or Acquisition Proposal provided that no public announcement made by the Company or prior to the acquisition of any equity interest in, or a substantial portion of the assets of Parent or Company, other than date hereof regarding the transactions contemplated by hereby or pursuant to the Transaction Documents (an "Acquisition Proposal"last sentence of Section 6.08 shall be deemed a violation of this Section 6.10(a)(i), or (ii) give any approval of the type referred to in Section 4.20 or 5.20 with respect to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, to any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement in connection with an Acquisition Proposal. Notwithstanding the foregoing, nothing Nothing contained in this Section 7.2 6.10 shall prohibit Parent or the Company and their respective Boards its Board of Directors (or any committee thereof) from (ix) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (iiy) furnishing information toconsidering, negotiating, discussing, approving or entering into negotiations with, any person or entity that makes an unsolicited recommending to the stockholders of the Company a bona fide proposal to acquire Parent Acquisition Proposal not solicited, initiated or Company pursuant to a merger, consolidation, share exchange, purchase encouraged in violation of a substantial portion of the assets, business combination or other similar transaction, if, this Agreement if and only to the extent that, (A) such Board of Directors determines in good faith upon the advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Lawlaw, and (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or the Company provides written notice to the other party to this Agreement Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and . Either Parent or (provided the Company keeps and its Board of Directors have complied with the other informed requirements of this Section 6.10(a)) the Company may terminate this Agreement if the Company or its Board of Directors approves or recommends to the Company's stockholders an Acquisition Proposal or the Board of Directors of the status Company withdraws its recommendation that the stockholders accept and principal approve the transactions contemplated by this Agreement; provided that the Company or its Board of Directors may take such actions only if the Company or such Board of Directors has received a written opinion from the Company's investment advisors that it reasonably believes the party making the Acquisition Proposal has the financial ability to consummate such Acquisition Proposal on the proposed terms of any and that such negotiations or discussionsAcquisition Proposal may reasonably be expected to provide a per share value greater than the Offer.

Acquisition Proposals. From the date hereof until the termination hereof, Parent, the Parent Subsidiaries, the Company and the Company Subsidiaries will not, and will cause their respective officers, directors, employees or other agents (including, without limitation, investment bankers, attorneys or accountants) not to, directly or indirectly, (i) take any action to solicit, initiate, encourage, enter into any agreement or otherwise facilitate any offer or proposal for, or any indication of interest in, a merger or other business combination involving Parent or Company or the acquisition of any equity interest in, or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents and other than the sale of the hospital in Kirkland, Washington and the sale of real estate and buildings relating to hospitals formerly operated by Company or a Company Subsidiary (an "Acquisition Proposal"), or (ii) give any approval of the type referred to in Section 4.20 or 5.20 with respect to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Notwithstanding the foregoing, nothing contained in this Section 7.2 shall prohibit Parent or Company and their respective Boards its Board of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent that, (Ai) such Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Lawlaw, and (Bii) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other Parent informed of the status and principal financial terms of any such negotiations or discussions.

Acquisition Proposals. From the date hereof until the termination hereof, Parent, the Parent Subsidiaries, the Company (a) KSL agrees that neither it nor any of its Subsidiaries nor any of its officers and the Company directors nor those of its Subsidiaries will notshall, and will that it shall cause their respective officersits and its Subsidiaries’ employees, directorsagents and representatives (including any investment banker, employees attorney or other agents (including, without limitation, investment bankers, attorneys accountant retained by it or accountantsany of its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly take any action that facilitates any inquiries, or the making of any proposal or offer, with respect to, or a transaction to soliciteffect, initiatea merger, encouragereorganization, enter into share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving KSL or any agreement of its Subsidiaries, or otherwise facilitate any purchase, sale or other transfer of 10% or more of the consolidated assets of KSL (including stock of its Subsidiaries) of it or its Subsidiaries, or any purchase or sale of, or tender or exchange offer or proposal for, or other transfer of, its equity securities that, if consummated, would result in any indication of interest in, a merger or other business combination involving Parent or Company Person (or the acquisition shareholders of such Person) beneficially owning securities representing 10% or more of the total voting power of KSL or the voting power of any equity interest inof its Subsidiaries (any such proposal, offer or a substantial portion of the assets of Parent or Companytransaction, other than (a) a proposal or offer made by VLI or an Affiliate thereof, or (b) a proposal, offer or transaction solely involving the transactions contemplated by equity securities of KPP to the Transaction Documents (extent KPP and KPP GP comply with their obligation relating thereto under the KPP Merger Agreement, being hereinafter referred to as an "“Acquisition Proposal"”), (ii) give except as the board of directors of KSL determines in good faith, after consultation with outside counsel and taking into account any approval change in the terms of the type referred KSL Merger or other proposal made reasonably promptly by VLI after being notified pursuant to Section 6.4(b), that doing so is necessary for such directors to comply with their fiduciary duties under applicable law (and in Section 4.20 such case only after entering into a confidentiality agreement with such Person on terms no less favorable to KSL than the Confidentiality Agreement and conditioned upon contemporaneously providing to VLI a copy of any such information or 5.20 with respect data that it is providing to any such Person pursuant to this Section 6.4 to the extent not previously provided or made available to VLI), 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, (iii) waive approve or recommend, or propose publicly to approve or recommend, any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, Acquisition Proposal or (iv) engage in approve or continue discussions or negotiations withrecommend, or disclose any nonpublic information relating propose to Parent, the Parent Subsidiaries, Company approve or the Company Subsidiaries, respectivelyrecommend, or afford access to their respective properties, books execute or records toenter into, any person that may be considering makingletter of intent, or has madeagreement in principle, an Acquisition Proposalmerger agreement, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Notwithstanding the foregoingacquisition agreement, nothing contained in this Section 7.2 shall prohibit Parent or Company and their respective Boards of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination option agreement or other similar transaction, if, and only agreement or propose publicly or agree to the extent that, (A) such Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed do any of the status and principal financial terms of foregoing related to any such negotiations or discussionsAcquisition Proposal.

Acquisition Proposals. From the date hereof until the termination hereofThe Company agrees that neither it nor any of its Subsidiaries nor any of their respective directors, Parent, the Parent Subsidiaries, the Company and the Company Subsidiaries will notofficers or financial or legal advisors shall, and will that it shall direct and use its best efforts to cause their respective officersthe Company's and its Subsidiaries' other employees, directorsadvisors, employees or agents, representatives and other agents (including, without limitation, investment bankers, attorneys or accountants) intermediaries not to, directly or indirectly, (i) take any action to solicit, initiate, encouragesolicit or encourage any inquiries or the making of any proposal or offer from or by any Person (other than Parent) with respect to, enter into or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any agreement of its Significant Subsidiaries or otherwise facilitate any offer purchase or proposal forsale of 10% or more of the assets (including, without limitation, stock of its Subsidiaries) of the Company and its Subsidiaries, taken as a whole, or any indication purchase or sale of, or tender or exchange offer for, voting securities of interest inthe Company or any of its Significant Subsidiaries that, if consummated, would result in any Person (or the stockholders of such Person) beneficially owning securities representing 10% or more of the total voting power of the Company (or of the surviving parent entity in such transaction) or any of its Significant Subsidiaries (any such proposal, offer or transaction (other than a merger proposal or other business combination involving offer made by Parent or Company or the acquisition of any equity interest in, or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an affiliate thereof) being hereinafter referred to as an "Acquisition Proposal"), ; (ii) give enter into any approval agreement binding on the Company or its Subsidiaries that would approve or endorse, or propose publicly to approve or endorse, any Acquisition Proposal or in connection with any Acquisition Proposal, require the Company to abandon, terminate or fail to consummate the Merger or any of the type referred to other transactions contemplated under this Agreement; or (iii) enter into or participate in Section 4.20 any discussions or 5.20 negotiations in connection with any Acquisition Proposal or inquiry with respect to any Acquisition Proposal, (iii) waive or furnish to any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose Person any nonpublic information relating with respect to Parentits business, the Parent Subsidiaries, Company properties or the Company Subsidiaries, respectively, assets in connection with any Acquisition Proposal or afford access inquiry with respect to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Notwithstanding the foregoing, nothing contained in For purposes of this Section 7.2 6.4, the term "Person" shall prohibit Parent or Company and their respective Boards also include any "group," as defined in Section 13(d) of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire but shall exclude Parent or Company pursuant to a merger, consolidation, share exchange, purchase any of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent that, (A) such Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any such negotiations or discussionsSubsidiaries.