Common use of Acquisition Proposals Clause in Contracts

Acquisition Proposals. The Company 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 cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant ("Representatives") retained by it or any of its Subsidiaries) 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 (a) a merger, reorganization, share exchange, consolidation or similar transaction involving the Company, (b) any purchase of an equity interest representing an amount equal to or greater than a 15% voting or economic interest in the Company or (c) any purchase of assets, securities or ownership interests representing an amount equal to or greater than 15% of the consolidated assets 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 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 any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to an Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement 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; 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 Board of Directors of the Company, Cingular shall have the right to terminate this Agreement to the extent set forth in Section 8.4(a) of this Agreement; and (ii) at any time prior to, but not after, 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 written Acquisition Proposal if the Board of Directors of the Company 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, if and only to the extent that, (x) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that such action is 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 of the Company determines in good faith (after consultation with its financial advisor and

Acquisition Proposals. The (a) Except as set forth in this Section 5.4, from and after the date of this Agreement, the Company 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 cause not authorize or permit its and its Subsidiaries' their respective officers, directors, employees, agents and representatives (representatives, including any investment banker, attorney attorney, accountant or accountant ("Representatives") other advisor retained by it the Company or any of its SubsidiariesSubsidiaries (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit solicit, facilitate or knowingly encourage any inquiries, proposals or facilitate any inquiries offers with respect to, or the making of any proposal or offer with respect to (a) a mergercompletion of, reorganization, share exchange, consolidation or similar transaction involving the Companyan Acquisition Proposal, (bii) engage or participate in any purchase of an equity interest representing an amount equal negotiations or discussions (other than to state that they are not permitted to have discussions) concerning, or greater than a 15% voting provide or economic interest in cause to be provided any non-public information or data relating to the Company or (c) any purchase of assets, securities or ownership interests representing an amount equal to or greater than 15% of the consolidated assets 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 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 any negotiations concerning, or provide any confidential information or data to, or have any discussions connection with, any Person relating to an Acquisition Proposal, (iii) approve, endorse or otherwise knowingly encourage recommend any Acquisition Proposal or facilitate (iv) approve, endorse or recommend, or execute or enter into any effort letter of intent, agreement in principle, merger agreement, acquisition agreement or attempt to make or implement 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 other similar agreement relating to an Acquisition Proposal; provided, however, it is understood and agreed that if any determination or action by the Company Board permitted under Section 5.4(b) or (c) or Section 7.1(c)(ii) shall not be deemed to be a breach of this Section 5.4(a). The Company agrees that it will immediately cease and cause to be terminated, and cause its Representatives to cease and cause to be terminated, any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal. The Company agrees that any violation of the foregoing restrictions by any of the Company’s Subsidiaries or any Representative of the Company or any Company Subsidiary will be a breach of this Section 5.4(a) by the Company. The Company agrees that in the event it releases any Person from, or amends or waives any provision of, any confidentiality, “standstill,” non-solicitation or similar agreement to which the Company is or becomes a party or under which the Company has or acquires any rights, it shall release Parent and Subsidiaries and Representatives of Parent from, and/or shall waive, all such disclosure parallel or analogous provisions of the Confidentiality Agreement. The Company also will promptly request each Person that has executed a confidentiality agreement in connection with its consideration of a possible Acquisition Proposal to return or destroy in accordance with the effect terms of withdrawingsuch confidentiality agreement all confidential information heretofore furnished to such Person by or on behalf of the Company. (b) Notwithstanding anything to the contrary in Section 5.4(a), modifying or qualifying at any time after the Directors' Recommendation in a manner adverse to Cingular or the approval date of this Agreement by and prior to obtaining the Board of Directors of the Company, Cingular shall have the right to terminate this Agreement to the extent set forth in Section 8.4(a) of this Agreement; and (ii) at any time prior to, but not afterCompany Stockholder Approval, the time this Agreement is adopted by the Company Requisite Votemay, (A) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal that did not result from a breach of Section 5.4(a) and that the Company Board determines, in its good faith judgment (after consultation with its outside legal counsel and its financial advisor) constitutes or may reasonably be expected to lead to a Superior Proposal, and subject to complying with Section 5.4(d), (i) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal pursuant to a customary confidentiality agreement on terms no less restrictive to such Person than 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); provided, however, that the Company shall provide or make available to Parent any material non-public information concerning the Company or any of its Subsidiaries that is provided to the Person making such Acquisition Proposal or its Representatives which was not previously provided or made available to Parent; and (ii) participate in discussions or negotiations with such Person and its Representatives regarding such Acquisition Proposal; provided, further, that the Company Board or any committee thereof may take the actions described in subsections (i) and (ii) above only if the Company Board or any committee thereof determines in its good faith judgment (after consultation with its outside legal counsel and its financial advisor) that the failure to take such action would reasonably be expected to breach its fiduciary duties under applicable Law. (c) Except as set forth in this Section 5.4(c), until the termination of Directors of this Agreement in accordance with the terms hereof, neither the Company receives from the Person so requesting such information an executed confidentiality agreement Board nor any committee thereof shall: (other than standstill provisionsi) on customary terms; (BA) engaging fail to make or withdraw, modify or amend or publicly propose to withdraw, modify or amend, in any negotiations manner adverse to Parent or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal if Merger Sub, its recommendation of this Agreement or the Merger (the “Company 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, if and only to the extent that, (x) in each such case referred to in clause (ARecommendation”), (B) fail to make a statement in opposition and recommend to the Company’s stockholders rejection of a tender or exchange offer for the Company’s securities initiated by a third party pursuant to Rule 14e-2 promulgated under the Securities Act within ten Business Days after such tender or exchange offer shall have been announced or commenced by such third party, or (C) aboveapprove or recommend, the Board of Directors or publicly propose to approve or recommend, any Acquisition Proposal (any of the foregoing in clauses (A)-(C), an “Adverse Recommendation Change”), or (ii) adopt or recommend, or publicly propose to adopt or recommend, or allow the Company determines or any Company Subsidiary to execute or enter into, any letter of intent, memorandum of understanding, agreement in good faith after consultation with outside legal counsel principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar Contract constituting or related to, or that such action is necessary in order for its directors intended to comply with their respective fiduciary duties under applicable Lawor would reasonably be expected to lead to, any Acquisition Proposal (y) in each case other than a confidentiality agreement referred to in clause Section 5.4(b)) (B) or (C) aboveany of the foregoing, an “Acquisition Agreement”). Notwithstanding anything to the contrary contained in this Agreement, at any time prior to obtaining the Company Stockholder Approval, the Company Board may: (1) in response to a bona fide unsolicited written Acquisition Proposal that was made after the date hereof, that did not result from a breach of Directors of this Section 5.4, and that the Company Board determines in good faith (after consultation with outside legal counsel and its financial advisor andadvisor) constitutes a Superior Proposal (x) make an Adverse Recommendation Change if the Company Board has determined in good faith (after consultation with its outside legal counsel) that, in light of the receipt of such Superior Proposal, the failure to make such Adverse Recommendation Change would reasonably be expected to breach its fiduciary duties under applicable Law, or (y) cause the Company to terminate this Agreement pursuant to Section 7.1(c)(ii) and (only if the Company shall) concurrently with such termination enter into an Acquisition Agreement if the Company Board has concluded in good faith (after consultation with its outside legal counsel) that, in light of the receipt of such Superior Proposal, the failure to effect such termination would reasonably be expected to breach its fiduciary duties under applicable Law; provided, however, that the Company shall not be entitled to terminate this Agreement pursuant to the foregoing clause (y), and any purported termination pursuant to the foregoing clause (y) shall be void and of no force or effect, unless, prior to or simultaneously with such termination, the Company pays by wire transfer of immediately available funds the Company Termination Fee in accordance with Section 7.3(b); provided, further, that the Company Board shall not be entitled to make an Adverse Recommendation Change in respect of any such Superior Proposal or terminate this Agreement pursuant to Section 7.1(c)(ii) in respect of any such Superior Proposal, and any purported termination pursuant to the foregoing clause (y) shall be void and of no force or effect, unless: (I) the Company has provided to Parent four Business Days’ prior written notice that it intends to take a such action (a “Notice of Designated Superior Proposal”), which notice shall describe the terms and conditions of any Superior Proposal (including the identity of the party making such Superior Proposal) that is the basis of the proposed action by the Company Board (a “Designated Superior Proposal”) and attach the most current form or draft of any written agreement providing for the transaction contemplated by such Designated Superior Proposal and all other contemplated transaction documents (including any agreements with any stockholders, directors or employees) (it being understood and agreed that any amendment to the financial terms or any other material term of such Superior Proposal shall require a new Notice of Designated Superior Proposal, and a new four Business Day period); (II) at the end of such four Business Day period, such Acquisition Proposal has not been withdrawn and the Company Board determines in good faith that such Acquisition Proposal continues to constitute a Superior Proposal (taking into account any changes to the terms of this Agreement agreed to or proposed by Parent in a binding written offer in response to a Notice of Designated Superior Proposal which is capable of being accepted by the Company). (d) The Company promptly (and in any event within 24 hours) shall advise Parent orally and in writing of (i) any written Acquisition Proposal, (ii) any written request for non-public information relating to the Company or its Subsidiaries, other than requests for information not reasonably expected to be related to an Acquisition Proposal and (iii) any written inquiry or request for discussion or negotiation regarding an Acquisition Proposal, including in each case the identity of the Person making any such Acquisition Proposal, inquiry or request and the material terms of any such Acquisition Proposal, inquiry or request and attach a copy of any such written Acquisition Proposal, or if such Acquisition Proposal is provided orally to the Company, the Company shall summarize in writing the terms and conditions of such Acquisition Proposal, including the identity of the person making such Acquisition Proposal. The Company shall keep Parent reasonably and promptly informed in all material respects of the status and details (including any material change or proposed material change to the terms thereof) of any Acquisition Proposal. The Company shall provide Parent with prior notice of any meeting of the Company Board or any committee thereof at which the Company Board or any committee thereof is expected to consider any Acquisition Proposal or any such inquiry or to consider providing information to any person or group in connection with an Acquisition Proposal or any such inquiry. (e) Nothing set forth in this Agreement shall prevent the Company or the Company Board from (i) taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer), or (ii) from making any required disclosure to the Company’s stockholders if, in the good faith judgment of the Company Board, after consultation with outside legal counsel, failure to disclose such information would reasonably be expected to breach its fiduciary duties under applicable Law; provided, however, that in the case of both clause (i) and clause (ii), any such disclosure, other than a “stop, look and listen” communication or similar communication of the type contemplated by Section 14d-9(f) of the Exchange Act, may still be deemed to be an Adverse Recommendation Change pursuant to Section 5.4(c) unless the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure.

Acquisition Proposals. The Company 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 ("Representatives") retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit or knowingly solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer with respect to (a) a merger, reorganization, share exchange, consolidation or similar transaction involving the Companyinvolving, (b) or any purchase of an any assets or any equity interest representing an amount equal to securities of, it or greater than a 15% voting or economic interest in the Company or (c) any purchase of assets, securities or ownership interests representing an amount equal to or greater than 15% of the consolidated assets 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 officers and directors of it or its Subsidiaries shall, and that it shall direct and cause its and its Subsidiaries' employees, agents and Representatives 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 provide any confidential information or data to, or have any discussions with, any Person relating to an Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Company or its Board of Directors from (iA) complying with its disclosure obligations Rule 14e-2 promulgated under Sections 14d-9 and 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 Board of Directors of the Company, Cingular shall have the right to terminate this Agreement to the extent set forth in Section 8.4(a) of this Agreement; and (ii) at any time prior to, but not after, the time this Agreement is adopted by the Company Requisite Vote, (AB) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal proposal relating to (1) the acquisition, purchase or lease of a business or assets that constitute 80% or more of the consolidated net revenues, consolidated net income or consolidated assets of the Company and its Subsidiaries taken as a whole, (2) the acquisition or purchase of 80% or more of the common stock of the Company, or (3) a tender offer or exchange offer that if consummated would result in any Person beneficially owning 80% or more of any class of common stock or voting securities of the Company (any such unsolicited bona fide written proposal described in the foregoing clauses (1) - (3), a "Competing Proposal"), but only if the Board of Directors of the Company receives from the Person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (other than standstill provisionsas defined in Section 9.1) on customary termsbetween the Company and Parent; (BC) 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 termsa Competing Proposal; or (CD) recommending such an unsolicited bona fide written Acquisition a Competing Proposal to the stockholders of the Company, if and only to the extent that, (xi) in each such case referred to in clause (AB), (BC) or (CD) above, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that such action is necessary in order for its directors to comply with their respective fiduciary duties under applicable Law, law and (yii) in each case referred to in clause (BC) or (CD) above, the Board of Directors of the Company determines in good faith (after consultation with its financial advisor andadvisor) that such Competing 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 the Company's stockholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Competing Proposal being referred to in this Agreement as a "Superior Proposal"). The Company 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. The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section 6.2 and in the Confidentiality Agreement . The Company agrees that it will notify Parent immediately if any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, any of its representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers and thereafter shall keep Parent informed, on a current basis, on the status and terms of any such proposals or offers and the status of any such discussions or negotiations. The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring it or any of its Subsidiaries to return all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries.

Acquisition Proposals. The Company 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 use its reasonable best efforts to cause its and its Subsidiaries' directors, officers, employees, agents and representatives (including any investment banker, attorney or accountant ("Representatives") retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit solicit, encourage or knowingly encourage or facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to (a) a merger, reorganization, share exchange, consolidation consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Companyinvolving, (b) or any purchase or sale of an all or any significant portion of the assets of, it or any of its Subsidiaries or any purchase or sale of more than 25% of the equity interest representing an amount equal to or greater than a 15% voting or economic interest in securities of the Company or any equity securities of any Significant Subsidiary (cas that term is defined in Rule 405 under the Securities Act) any purchase of assets, securities or ownership interests representing an amount equal to or greater than 15% of the consolidated assets of the Company and its Subsidiaries taken as a whole, (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 an affiliate thereof) being hereinafter referred to as an "Acquisition ProposalACQUISITION PROPOSAL"). The Company 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 use its best efforts to cause its and its Subsidiaries' directors, officers, employees, agents and Representatives representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in have any negotiations concerning, discussion with or provide any confidential information or data to, or have any discussions with, to any Person relating to an Acquisition Proposal, or otherwise engage in any negotiations concerning an Acquisition Proposal, or knowingly encourage or facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal; provided. Notwithstanding the foregoing, 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; providedshall be permitted, 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 Board of Directors of the Company, Cingular shall have the right to terminate this Agreement to the extent set forth in Section 8.4(a) of this Agreement; and (ii) at any time prior toto the acceptance for payment of the Shares pursuant to the Offer, but not after, the time this Agreement is adopted by the Company Requisite Vote, to (A) providing engage in discussions or negotiations with, or provide information to, any Person in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal by such Person if (x) the Board of Directors of the Company receives from the Person so requesting concludes in good faith that 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 constitutes or could reasonably be expected to lead to a Superior Proposal and (y), before providing any information to such Person, the Board of Directors of the Company receives from such Person an executed confidentiality agreement (other than standstill provisions) on customary termscontaining confidentiality provisions substantially similar to those contained in the Confidentiality Agreement; or (C) recommending such an unsolicited bona fide written Acquisition Proposal to the stockholders of the Company, if and only to the extent that, (x) in each such case referred to in clause (A), (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 (Ciii) aboveenter 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 legal counsel that it should take such action is necessary in order for consistent with its directors to comply with their respective fiduciary duties under applicable Law, (y) in each case referred law. In the event the Company shall determine to in clause (B) or (C) 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 of the Company determines concludes in good faith (after consultation with its financial advisor andadvisors and legal counsel), taking into account all legal, financial, regulatory and other aspects of the 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. (a) The Company agrees that neither it nor any Subsidiary of its Subsidiaries the Company nor any of the their respective officers and or directors of it or its Subsidiaries shall, and that it shall direct and cause its and its such Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant ("Representatives") retained by it them or any of its the Company's Subsidiaries) not to, directly or indirectly, (i) initiate, solicit or knowingly solicit, encourage or otherwise facilitate any inquiries inquiry or the making of any proposal or offer with respect to (a) a merger, reorganization, share exchange, consolidation consolidation, purchase or similar transaction involving the Company, (bA) any purchase of an equity interest representing an amount equal to or greater than a 15% voting or economic interest in the Company or (c) any purchase of assets, securities or ownership interests representing an amount equal to or greater more than 15% of the consolidated assets of 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 Business (such operations, the "Healthcare Business" and its Subsidiaries taken as such a wholeproposal, 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 such proposal Business Acquisition Proposal, Healthcare Acquisition Proposal or offer Company Acquisition Proposal being hereinafter referred to as an "Acquisition Proposal"). The Company 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 cause its and its Subsidiaries' employees, agents and Representatives not to, directly or indirectly, ; (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to an Acquisition Proposal, or otherwise knowingly encourage or 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) or (iii) approve, endorse or recommend any Acquisition Proposal; provided, however, that prior to the effectiveness of the Company Requisite Vote, nothing contained in this Agreement shall prevent the Company Company, its directors, officers, agents or its Board of Directors other representatives from (iA) complying with its disclosure obligations under Sections 14d-9 and 14e-2 of the Exchange Act with regard to an Acquisition Proposalapplicable Law; 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 Board of Directors of the Company, Cingular shall have the right to terminate this Agreement to the extent set forth in Section 8.4(a) of this Agreement; and (ii) at any time prior to, but not after, the time this Agreement is adopted by the Company Requisite Vote, (AB) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors of the Company receives from the Person so requesting such information an executed confidentiality agreement (other than standstill provisions) on customary termsterms substantially similar to those contained in the Confidentiality Agreements, it being understood that such confidentiality agreement will not prohibit the making of an Acquisition Proposal; (BC) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal if or entering into an agreement with such Person solely with respect to the Board payment by such Person of Directors amounts payable to Buyer pursuant to Section 11.5(b) or to Parent pursuant to Section 8.5(b) of the Company receives from such Person an executed confidentiality agreement Merger Agreement; (other than standstill provisionsD) on customary terms; approving, recommending or (C) recommending endorsing such an unsolicited bona fide written 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 Person who has made an unsolicited bona fide written Healthcare Acquisition Proposal with respect to such Healthcare Acquisition Proposal, if and only to the extent that, (xi) in each such case referred to in clause (AB), (BC), (D) or (CE) above, the Board of Directors of the Company determines in good faith (after consultation with outside legal counsel counsel) that failure to take such action is necessary would, in order for its directors to comply light of such Acquisition Proposal and the terms of this Agreement, be inconsistent with their respective the fiduciary duties of the directors under applicable Law, Law and (yii) (x) in each case 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 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 financial advisor 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 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 such 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, (ii) such transaction (or series of transactions) is reasonably likely to be consummated and (iii) the consummation of such transaction (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, discussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposals. The Company agrees that it will notify Buyer immediately if any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, any of its representatives. (b) Buyer and its Affiliates shall not directly or indirectly (through Affiliates or otherwise), individually or as a group, enter into any agreement or other arrangement with any party to the Merger Agreement that would obligate any party to the Merger Agreement to refuse or otherwise fail to cooperate with the Company and its representatives or obligate any party to the Merger Agreement to oppose or otherwise act to thwart the Company's efforts to (i) negotiate with respect to a Business Acquisition Proposal or (ii) enter into a Business Acquisition Proposal that is a Superior Proposal. (c) In the event the Company terminates the Merger Agreement pursuant to Section 8.3(a) thereof in order to enter into an agreement with respect to a Healthcare Acquisition Proposal that constitutes a Superior Proposal, Buyer shall be required to accept (i) the acquirors of the Healthcare Business pursuant to such agreements as replacements for Parent, CPI Merger Sub and Company Merger Sub (the "Substitute Merger Parties") for purposes hereof and (ii) such agreement as a replacement for the Merger Agreement (such agreement and any related agreements, collectively, the "Substitute Merger Agreement") for purposes hereof if such Substitute Merger Parties and Substitute Merger Agreement would not, in the good faith judgment of Buyer (as compared with the Merger Agreement and the agreements entered into in connection therewith), materially and adversely affect the Buyer's rights or obligations hereunder and under the agreements executed and delivered in connection herewith (including the Ancillary Agreements, the Voting Agreement, the Shareholder Indemnification Agreement and the Fund Agreement), taking into account all relevant factors, including the terms and conditions of the Substitute Merger Agreement and the financial position of the Substitute Merger Parties. If the Company notifies Buyer that it intends, subject to not receiving a Section 8.11(c) Notice (as hereinafter defined), to terminate the Merger Agreement pursuant to Section 8.3(a) thereof in order to enter into a Substitute Merger Agreement pursuant to such Section 8.3(a) and, prior to or at the time of delivery of such notice, provides Buyer with a draft of such Substitute Merger Agreement and such documents and information relating to the Substitute Merger Parties and the transactions contemplated by the proposed Substitute Merger Agreement that are in the Company's possession or as may be reasonably obtained by the Company as Buyer may reasonably request, Buyer will notify the Company (the "Section 8.11(c) Notice") within three Business Days of such notice (not counting the day of receipt) following the date of receipt of such notice as to whether, in the exercise of its good faith judgment, such Substitute Merger Agreement with the Substitute Merger Parties would have any of the material adverse effects described above. If Buyer does not provide a Section 8.11(c) Notice within such three-day period, Buyer shall be deemed to accept the Substitute Merger Parties and the Substitute Merger Agreement. For purposes of this Agreement, upon execution and delivery by the Company and CPI of the substitute Merger Agreement, all references herein to the "Mergers" and the "Merger Agreement" shall become references to such Substitute Merger Agreement. It is further agreed that the giving by the Company to Parent of the notice that it intends to terminate this Agreement pursuant to Section 11.3(a) in order to enter into a Substitute Asset Purchase Agreement and the drafts, documents and information contemplated by Section 6.2(b) of the Merger Agreement, shall not, in and of itself, provide Buyer a right to terminate this Agreement pursuant to Section 11.4.

Acquisition Proposals. The Company agrees that neither it nor --------------------- any of its Subsidiaries nor any officer, director or employee of the officers and directors of it Company or its Subsidiaries shall, and that it shall direct and use its best efforts to cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant ("Representatives") retained by it or any of its Subsidiaries) not to, directly or indirectlyindirectly through another person, initiate, solicit or knowingly solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer with respect to (a) a merger, reorganization, share exchange, consolidation or similar transaction involving the Companyinvolving, (b) or any purchase of an all or any significant portion of the assets or any equity interest representing an amount equal to or greater than a 15% voting or economic interest in securities of, the Company or (c) any purchase of assets, securities or ownership interests representing an amount equal to or greater than 15% of the consolidated assets 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 officers and their respective officers, directors of it or its Subsidiaries employees shall, and that it shall direct and use its best efforts to cause its and its Subsidiaries' employees, agents and Representatives representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectlyindirectly through another person, engage or participate in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to an Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall -------- ------- prevent either the Company or its Board of Directors at any time prior to the purchase of Shares pursuant to the Offer from (iA) complying with its disclosure obligations Rule 14e-2 promulgated under Sections 14d-9 and 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 Board of Directors of the Company, Cingular shall have the right to terminate this Agreement to the extent set forth in Section 8.4(a) of this Agreement; and (ii) at any time prior to, but not after, the time this Agreement is adopted by the Company Requisite Vote, (AB) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors of the Company receives from the Person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (other than standstill provisions) on customary termsas defined in Section 9.7); (BC) 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 termsProposal; or (CD) recommending such an unsolicited bona fide written Acquisition Proposal to the stockholders shareholders of the Company, as the case may be, if and only to the extent that, (x) in each such case referred to in clause (AB), (BC) or (CD) above, the Board of Directors of the Company (x) determines in good faith after consultation with faith, taking into consideration the advice of outside legal counsel counsel, that such action is necessary likely to be required in order for its directors members to comply with their respective fiduciary duties under applicable Law, law and (y) in each case referred to in clause (B) or (C) above, the Board of Directors of the Company determines in good faith (faith, after consultation with its financial advisor andadvisor, that such Acquisition Proposal 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 the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement (any such Acquisition Proposal being referred to herein as a "Superior Proposal"). The Company 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 of the foregoing. The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section 6.2 and in the Confidentiality Agreement. The Company will notify Parent as promptly as reasonably practicable (and in any event not later than one business day after an inquiry or proposal is made) if any such inquiries or proposals (including the identity of the party making such inquiry or proposal and the terms thereof) 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 such representatives.

Acquisition Proposals. The Company (a) Percon agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries subsidiaries shall, and that it shall direct and use its best efforts to cause its and its Subsidiaries' subsidiaries, employees, agents and representatives (including any investment banker, attorney or accountant ("Representatives") retained by it or any of its Subsidiariessubsidiaries) (Percon, its subsidiaries and their officers, directors, employees, agents and representatives being the "Percon Representatives") not to, directly or indirectly, initiate, solicit or knowingly solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer with respect to (a) a merger, reorganization, share exchange, consolidation or similar transaction involving involving, or any purchase of, or tender offer for, any of the Companyassets of it or any of its subsidiaries or its voting securities if, as a result of such transaction, (bi) any purchase the shareholders of an equity interest representing an amount equal Percon would not hold more than ninety-five percent (95%) of the voting securities of the surviving corporation or its ultimate parent, (ii) the directors of Percon immediately prior to completion of such transaction would not constitute at least two-thirds of the board of directors of the surviving corporation or greater than a 15% voting or economic interest in its ultimate parent immediately following the Company completion of such transaction, or (ciii) any purchase of assets, securities or ownership interests representing an amount equal to or greater than 15% of the consolidated another person would acquire material assets of the Company and Percon and/or its Subsidiaries taken as a whole, subsidiaries (any such proposal or offer being hereinafter referred to as an a "Percon Acquisition Proposal"). The Company further agrees that neither it Neither Percon nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries subsidiaries shall, and that it Percon shall direct and cause its and its Subsidiaries' employees, agents and the Percon Representatives not to, directly or indirectly, engage in have any negotiations concerning, discussion with or provide any confidential information or data to, or have to any discussions with, any Person person relating to an a Percon Acquisition Proposal or engage in any negotiations concerning a Percon Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an a Percon Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent either Percon or the Company or its Board of Directors Percon Representatives from (iA) complying with its disclosure obligations Rule 14e-2 promulgated under Sections 14d-9 and 14e-2 of the Exchange Act with regard to an a Percon 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 Board of Directors of the Company, Cingular shall have the right to terminate this Agreement to the extent set forth in Section 8.4(a) of this Agreement; and (ii) at any time prior to, but not after, 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 written Acquisition Proposal if the Board of Directors of the Company receives from the Person so requesting such information an executed confidentiality agreement (other than standstill provisions) on customary terms; (B) engaging in any discussions or negotiations with or discussions with providing any Person who has made information to any person in response to an unsolicited bona fide written Percon Acquisition Proposal if the Board of Directors of the Company receives from by any such Person an executed confidentiality agreement (other than standstill provisions) on customary termsperson; or (C) recommending such an unsolicited bona fide written Percon Acquisition Proposal to the stockholders of the Company, shareholders if and only to the extent that, (x) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that such action is 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), (1) above, the Board of Directors of the Company Percon at a meeting determines in good faith (after consultation upon the advice of its financial advisor) that such Percon Acquisition Proposal is reasonably likely to be completed taking into account all legal, financial, regulatory and other aspects of the proposal and the person making the proposal, and would, if consummated, result in a transaction more favorable to Percon's shareholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Percon Acquisition Proposal being referred to in this Agreement as a "Superior Percon Proposal"), (2) the Board of Directors of Percon at a meeting determines in good faith upon the advice of outside legal counsel that such action is necessary for the Board of Directors to comply with its financial advisor andfiduciary duty under applicable law and (3) Percon (I) promptly advises PSC that it has received a Superior Percon Proposal, (II) promptly discloses to PSC the material terms of the Superior Percon Proposal, and (III) promptly (and in any event before providing information) causes the offering party to enter into a confidentiality and standstill agreement substantially in the form of the Confidentiality Agreement (as defined in Section 5.9) (provided that such confidentiality agreement shall not contain terms that prevent Percon from complying with its obligations under this Section 5.8), and (IV) promptly (and in any event upon the request of PSC) advises PSC of any material developments with respect to the Superior Percon Proposal. (b) Percon will (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Percon Acquisition Proposal, (ii) take the necessary steps to promptly inform the individuals or entities referred to in the first sentence of Section 5.8(a) of the obligations undertaken in Section 5.8(a) and (iii) notify PSC immediately if any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, any of its representatives indicating, in connection with such notice, the name of such person and the terms and conditions of any proposals or offers, and thereafter shall inform PSC of any material modification of the terms of any such proposal or offer or the withdrawal thereof. Percon also agrees that it will promptly request each person that has heretofore executed a confidentiality agreement in connection with its consideration of any Percon Acquisition Proposal to return all confidential information heretofore furnished to such person by or on behalf of it or any of its subsidiaries, but the obligation in this sentence shall not extend to any Percon Acquisition Proposal if it is an Excluded Percon Acquisition Proposal (as hereinafter defined). As used herein, an "Excluded Percon Acquisition Proposal" means a Percon Acquisition Proposal if (A) it is a Percon Acquisition Proposal only by virtue of clause (i) of subsection 5.8.(a), (B) as a result of the transaction that the Percon Acquisition Proposal contemplates, the shareholders of Percon would hold more than seventy-five percent (75%) of the voting securities of the surviving corporation or its ultimate parent and (C) the Percon Acquisition Proposal was initiated before July 1, 1999 or after the termination of this Agreement.

Acquisition Proposals. (a) The Company 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 use its best efforts to cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant ("Representatives") retained by it or any of its Subsidiaries) (the Company, its Subsidiaries and their officers, directors, employees, agents and representatives being the "Company Representatives") not to, directly or indirectly, initiate, solicit or knowingly solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer with respect to (a) a merger, reorganization, share exchange, consolidation or similar transaction involving involving, or any purchase of, or tender offer for, any of the Companyassets of it or any of its Subsidiaries or its voting securities if, as a result of such transaction, (bi) any purchase the stockholders of an equity interest representing an amount equal to or greater than a 15% voting or economic interest in the Company or (c) any purchase of assets, securities or ownership interests representing an amount equal to or greater would not hold more than 1550% of the consolidated voting securities of the surviving corporation or its ultimate parent, (ii) the directors of the Company would not constitute a majority of the board of directors of the surviving corporation or its ultimate parent, or (iii) another Person would acquire more than 50% of the assets of the Company and its Subsidiaries taken as a whole, (any such proposal or offer being hereinafter referred to as an a "Company Acquisition 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 the Company Representatives not to, directly or indirectly, have any discussion with or provide any confidential information or data to any Person relating to a Company Acquisition Proposal or engage in any negotiations concerning a Company Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement a Company Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent either the Company or the Company Representatives from (A) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Company Acquisition Proposal; (B) engaging in any discussions or negotiations with or providing any information to, any Person in response to an unsolicited bona fide written Company Acquisition Proposal by any such Person; or (C) recommending such an unsolicited bona fide written Company Acquisition Proposal to the stockholders of the Company if and only to the extent that, in such case referred to in clause (B) or (C), (i) the Board of Directors of the Company concludes in good faith (after consultation with its financial advisor) that such Company Acquisition Proposal is reasonably capable of being completed, taking into account all legal, financial, regulatory and other aspects of the proposal and the Person making the proposal, and would, if consummated, result in a transaction more favorable to the Company's stockholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Company Acquisition Proposal being referred to in this Agreement as a "Superior Company Proposal"), (ii) the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that such action is necessary for the Board of Directors to comply with its fiduciary duty under applicable law and (iii) prior to providing any information or data to any Person in connection with a Company Acquisition Proposal by any such Person, the Board of Directors of the Company shall receive from such Person a confidentiality agreement in customary form; provided, that such confidentiality agreement shall not contain terms that prevent the Company from complying with its obligations under this Section 6.2. (b) SBC 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' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) (SBC, its Subsidiaries and their officers, directors, employees, agents and representatives being the "SBC Representatives") not to, directly or indirectly, initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation or similar transaction involving, or any purchase of, or tender offer for, all or any assets of it or any of its Subsidiaries or its voting securities if, as a result of such transaction, (i) the stockholders of SBC would not hold more than 50% of the voting securities of the surviving corporation or its ultimate parent, (ii) the directors of SBC would not constitute a majority of the board of directors of the surviving corporation or its ultimate parent, or (iii) another Person would acquire more than 50% of the assets of SBC and its Subsidiaries (any such proposal or offer being hereinafter referred to as a "SBC Acquisition Proposal"). SBC 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 use its best efforts to cause its and its Subsidiaries' employees, agents and the SBC Representatives not to, directly or indirectly, engage in have any negotiations concerning, discussion with or provide any confidential information or data to, or have any discussions with, to any Person relating to an a SBC Acquisition Proposal or engage in any negotiations concerning a SBC Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an a SBC Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent either SBC or the Company or its Board of Directors SBC Representatives from (iA) complying with its disclosure obligations Rule 14e-2 promulgated under Sections 14d-9 and 14e-2 of the Exchange Act with regard to an a SBC 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 Board of Directors of the Company, Cingular shall have the right to terminate this Agreement to the extent set forth in Section 8.4(a) of this Agreement; and (ii) at any time prior to, but not after, 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 written Acquisition Proposal if the Board of Directors of the Company receives from the Person so requesting such information an executed confidentiality agreement (other than standstill provisions) on customary terms; (B) engaging in any discussions or negotiations with or discussions with providing any information to, any Person who has made in response to an unsolicited bona fide written SBC Acquisition Proposal if the Board of Directors of the Company receives from by any such Person an executed confidentiality agreement (other than standstill provisions) on customary termsPerson; or (C) recommending such an unsolicited bona fide written SBC Acquisition Proposal to the stockholders of the Company, SBC if and only to the extent that, (x) in each such case cases referred to in clause (A), (B) or (C), (i) above, the Board of Directors of SBC concludes in good faith (after consultation with its financial advisor) that such SBC Acquisition Proposal is reasonably capable of being completed, taking into account all legal, financial, regulatory and other aspects of the Company proposal and the Person making the proposal, and would, if consummated, result in a transaction more favorable to SBC or SBC's stockholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable SBC Acquisition Proposal being referred to herein as a "Superior SBC Proposal"), (ii) the Board of Directors of SBC determines in good faith after consultation with outside legal counsel that such action is necessary in order for its directors the Board of Directors to comply with their respective its fiduciary duties duty under applicable Law, law and (yiii) prior to providing any information or data to any Person in each case referred to in clause (B) or (C) aboveconnection with a SBC Acquisition Proposal by any such Person, the Board of Directors of the Company determines SBC shall receive from such Person a confidentiality agreement in good faith (after consultation customary form; provided, that, such confidentiality agreement shall not contain terms that prevent SBC from complying with its financial advisor andobligations under this Section 6.2. (c) The Company and SBC each 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 Company Acquisition Proposal or SBC Acquisition Proposal, as the case may be. The Company and SBC each agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence of paragraphs (a) and (b), respectively, of the obligations undertaken in Section 6.2(a) or (b), as the case may be. The Company and SBC each agrees that it will notify the other immediately if any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, any of its representatives indicating, in connection with such notice, the name of such Person and the terms and conditions of any proposals or offers, and thereafter shall inform the other of any material modification of the terms of any such proposal or offer or the withdrawal thereof. The Company and SBC each also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Company Acquisition Proposal or any SBC Acquisition Proposal, as the case may be, to return all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries.

Acquisition Proposals. (a) The Company agrees that neither it nor any of shall not, it shall cause each its Subsidiaries nor any of the and their respective officers and directors of it or its Subsidiaries shallnot to, and that it shall use its reasonable best efforts to cause its and its Subsidiaries' ’ respective employees, agents and representatives (including any investment banker, attorney attorney, consultant or accountant ("Representatives") retained by it or any of its Subsidiaries(collectively, “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 to: (ai) a merger, reorganization, share exchange, consolidation or similar transaction involving the Company, Company or any of its Subsidiaries; (bii) any purchase of an equity interest representing an amount equal to or greater than a 15% voting or economic interest in the Company or (c) any purchase of assets, securities or ownership interests representing an amount equal to or greater more than 15% of the consolidated voting power of the then outstanding equity securities of the Company or any of its Subsidiaries, or of the right to obtain more than 15% of the voting power of the then outstanding equity securities of the Company, or of more than 15% of the assets of the Company and its Subsidiaries (taken as a whole, based on consolidated book value of the assets as recorded on the Company’s most recent balance sheet); (iii) the adoption by the Company 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 neither it nor any shall not, it shall cause each of its Subsidiaries nor any of the and their respective officers and directors of it or its Subsidiaries shallnot to, and that it shall use its reasonable best efforts to cause its and its Subsidiaries' employees, agents and ’ Representatives not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to an Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Company or its the Special Committee or the Company Board of Directors from (ix) complying with its disclosure obligations under Sections 14d-9 and 14e-2 of the Exchange Act with regard to an Acquisition Proposal; provided, however, provided that if such disclosure has the effect of withdrawing, modifying or qualifying the Directors' Recommendation in a manner adverse to Cingular Parent or the approval or recommendation of this Agreement by the Board of Directors of Special Committee or the CompanyCompany Board, Cingular Parent shall have the right to terminate this Agreement to the extent set forth in Section 8.4(a) 9.4 of this Agreement; and (iiy) at any time prior to, but not after, the time this Agreement is adopted by the Company Requisite Votecondition set forth in Section 8.1(a) has been satisfied, (A) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal that is or would reasonably be expected to lead to a Superior Proposal (as defined below) (a “Section 7.2(a)(y)(A) Acquisition Proposal”) if the Board of Directors of (x) the Company receives from the Person so requesting such information an executed confidentiality agreement (other than standstill provisions) on customary terms; terms no less favorable to the Company than the confidentiality agreement dated December 13, 2006 between Parent and the Company (the “Confidentiality Agreement”) and (y) the Company furnishes to Parent, concurrently with furnishing it to such Person, the same information to the extent it has not been previously furnished to Parent, or (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Section 7.2(a)(y)(A) 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, if and only to the extent that, (x) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that such action is 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 of the Company determines in good faith (after consultation with its financial advisor andconfidentiality

Acquisition Proposals. (a) The Company agrees that neither it nor shall not, and shall not permit or authorize any of its Subsidiaries nor or any of the its or their officers and or directors of it or its Subsidiaries shallto, and that it shall cause its and its Subsidiaries' the officers, directors or employees, agents and representatives (including any accountants, attorneys and investment bankerbankers) of the Company and its Subsidiaries (collectively, attorney or accountant ("the “Representatives") retained by it or any of its Subsidiaries”) not to, directly or indirectly, : (A) initiate, solicit or knowingly solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer with respect to (ai) a merger, reorganizationconsolidation, business combination, share exchange, consolidation sale of all or substantially all of the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the CompanyCompany or any of its Subsidiaries, (bii) any purchase the acquisition of an a significant equity interest representing an amount equal to (20% or greater than a 15% voting or economic interest more) in the Company or any of its Subsidiaries, whether by tender offer (cincluding a self-tender offer), exchange offer or otherwise or (iii) any purchase the acquisition of assets, securities a significant portion (20% or ownership interests representing an amount equal to or greater than 15% more on a consolidated basis) of the consolidated assets of the Company and its Subsidiaries taken as a whole, (any such proposal or offer described in clauses (i) - (iii) (other than the transactions contemplated by this Agreement) being hereinafter referred to as an "“Acquisition Proposal"”). The Company 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 cause its and its Subsidiaries' employees, agents and Representatives not to, directly or indirectly, ; (B) engage in any negotiations concerning, or provide furnish any confidential information or data to, or have any discussions (other than a statement that refers only to this Section and the Company’s agreement not to engage in further discussions) with, or otherwise cooperate, assist or participate in any effort by any Person relating to an Acquisition Proposal; (C) approve, recommend or endorse an Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt fail to make the Company Board Recommendation, or implement withdraw or modify in a manner adverse to Parent the Company Board Recommendation, or take any action or make any statement that is materially inconsistent with the Company Board Recommendation (any of the foregoing in this clause (C), an “Adverse Recommendation Change”); (D) enter into any letter of intent or similar document contemplating, or enter into any agreement with respect to, an Acquisition Proposal; provided, however, that nothing or (E) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. (b) Nothing contained in this Section 6.2(a) or elsewhere in the Agreement shall prevent the Company or its Board Representatives from: (A) furnishing information or data to, or entering into discussions or negotiations with, a third party in response to a bona fide written Acquisition Proposal made by such third party (the initial submission of Directors from which to the Company was not, directly or indirectly, initiated, solicited, encouraged or otherwise facilitated by the Company, its Subsidiaries, or any of their respective Representatives), provided that prior to the Company’s furnishing any confidential information to such party, such party shall have entered into a confidentiality agreement with terms no less favorable to the Company than those contained in the Confidentiality Agreement; (B) following receipt of a bona fide written Acquisition Proposal made by another party (the initial submission of which to the Company was not, directly or indirectly, initiated, solicited, encouraged or otherwise facilitated by the Company, its Subsidiaries, or any of their respective Representatives), (i) making an Adverse Recommendation Change as a result of a Superior Proposal or (ii) immediately prior to a termination of this Agreement by the Company pursuant to Section 8.1(f), entering into an agreement, letter of intent or similar document relating to a Superior Proposal; (C) complying with its disclosure Rule 14e-2 (and any associated obligations under Sections 14d-9 and 14e-2 Rule 14d-9) 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 Board of Directors of the Company, Cingular shall have the right to terminate this Agreement to the extent set forth in Section 8.4(a) of this Agreement; and (ii) at any time prior to, but not after, the time this Agreement is adopted by the Company Requisite Vote, (A) providing information in response respect to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if third-party tender or exchange offer (provided that the Board of Directors of the Company receives from shall not recommend acceptance of such tender or exchange offer unless the Person so requesting such information conditions to making an executed confidentiality agreement (other than standstill provisions) on customary terms; Adverse Recommendation Change pursuant to clause (B) engaging in have been satisfied); (D) taking any negotiations or discussions with action ordered to be taken pursuant to a non-appealable final order by any Person who has made an unsolicited bona fide written Acquisition Proposal if the Board court of Directors of the Company receives from such Person an executed confidentiality agreement (other than standstill provisions) on customary termscompetent jurisdiction; or (CE) recommending such an unsolicited bona fide written Acquisition Proposal to making any disclosure or filing, in its reasonable judgment after receiving advice from outside counsel (which may be its regularly engaged counsel), that is required by Law (including the stockholders FBCA and the rules and regulations, orders or requests of any Governmental Entity (including the CompanySEC)); provided, if and only to the extent thathowever, (x) that in each such case referred to in the foregoing clauses (A) and (B) only if (1) the Acquisition Proposal is a Superior Proposal at the time that the Company determines to take such action(s) or, in the case of an action pursuant to clause (A), (B) or (C) above, the Board of Directors of the Company determines shall have concluded in good faith after consultation with outside legal counsel that such action Acquisition Proposal is necessary reasonably likely to result in order for its directors to comply with their respective fiduciary duties under applicable Law, a Superior Proposal; (y2) in each case referred to in clause (B) or (C) above, the Board of Directors of the Company determines shall determine in good faith, after consultation with outside legal counsel (which may be its regularly engaged counsel), that such action(s) is necessary in order for the Board of Directors to comply with its fiduciary duties to the Company’s stockholders under applicable Law; and (3) the Company Requisite Vote has not yet been obtained; provided, further, that the Board of Directors of the Company shall not take any of the actions referred to in the foregoing clause (B) until at least three Business Days shall have elapsed following Parent’s receipt of written notice from the Company advising Parent that the Company’s Board of Directors has received a Superior Proposal and (i) intends to make an Adverse Recommendation Change as a result of a Superior Proposal or (ii) intends to terminate this Agreement pursuant to Section 8.1(f) and enter into an agreement, letter of intent or similar document with respect to such Superior Proposal, attaching the most current version of any proposed agreement or a reasonably detailed summary of the material terms and conditions of such Superior Proposal and the identity of the offeror (it being understood and agreed that any material amendment or modification of such Proposal shall result in a new three-Business Day period), and Parent does not make, during such three-Business Day period(s), an irrevocable offer that the Company’s Board of Directors shall have concluded, in its good faith (judgment, after consultation with its financial advisor andand outside legal counsel, is at least as favorable (taking into account, without limitation, the proposed transaction structures) to the Company’s stockholders as such Superior Proposal. The Company agrees that during such three-Business Day period, the Company and its Representatives shall negotiate in good faith with Parent and its Representatives regarding any revisions proposed by Parent to the terms of the transactions contemplated by this Agreement. The Company will promptly notify Parent, in writing, of the existence of any proposal, discussion, negotiation or inquiry received by the Company with respect to any Acquisition Proposal, and the Company will promptly communicate to Parent the material terms and conditions of any such proposal, discussion, negotiation or inquiry that it may receive, whether orally or in writing, and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation, which information shall be subject to the Confidentiality Agreement. The Company will promptly provide to Parent any non-public information concerning the Company provided to any other Person that shall not have been previously provided to Parent, which information shall be subject to the Confidentiality Agreement. The Company will keep Parent reasonably informed of the status of any such Acquisition Proposal (including modifications or proposed modifications thereto), which information shall be subject to the Confidentiality Agreement. Without prejudice to any actions permitted to be taken by the Company pursuant to this Section 6.2(b), the Company shall, and shall cause its Representatives to, immediately cease and cause to be terminated any existing discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and shall, in accordance with the Company’s rights and subject to the Company’s obligations under applicable confidentiality agreements, use its reasonable efforts to cause any such Person (or its agents or advisors) in possession of confidential information of the Company that was furnished by or on behalf of the Company in connection with a potential sale of the Company to return or destroy all such information (including any such information incorporated into any analysis prepared by any such Persons or any of their advisors) and shall terminate any access such Person may have been given by the Company or its Representatives to any “virtual dataroom” of the Company. The Company agrees that it will take the necessary steps to promptly inform any Persons referred to in the first sentence of this paragraph of the obligations of the Company in this Section 6.2.

Acquisition Proposals. (a) The Company agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shalltheir respective officers, and that it shall cause its and its Subsidiaries' directors, employees, agents and representatives (any such Persons, including any investment banker, attorney or accountant ("Representatives"accountant, a “Representative”) retained by it or any of its Subsidiaries) not to, directly or indirectly, shall knowingly initiate, solicit or knowingly solicit, encourage or facilitate any inquiries or the making or implementation of any proposal or offer by any Person (other than Parent or Merger Sub) with respect to (a1) a merger, reorganizationconsolidation, share exchange, consolidation reorganization or similar other business combination transaction involving the Company, (b2) any purchase acquisition of an any equity interest representing an amount equal to or greater than a 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 (cbased on the last closing price for such Shares prior to the date of this Agreement) or (3) any purchase acquisition of assets, securities assets of the Company or ownership interests any of its Subsidiaries representing an amount equal to or greater than 15% or more of the consolidated total assets of the Company and its Subsidiaries Subsidiaries, taken as a whole, 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 the officers and directors of it or its Subsidiaries shall, and that it their respective Representatives shall cause its and its Subsidiaries' employees, agents and Representatives not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential or non-public information or data to, or have engage or participate in any discussions or negotiations with, any Person relating to an Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement 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; provided, however, that Proposal (but if any disclosure made to effect such disclosure compliance has the substantive effect of withdrawing, or modifying or qualifying the Directors' Recommendation in a any manner adverse to Cingular or the approval of this Agreement by Parent, the Board of Directors of the CompanyRecommendation or Board Approval (each, Cingular a “Change In Recommendation”), Parent shall have the right to terminate this Agreement pursuant to the extent set forth in Section 8.4(aclause (a) of this Agreement; 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 if (assuming, for this purpose only, that all references to “15%” in the Board definition of Directors such term were changed to “40%”) which did not result from a knowing breach of the Company receives from the Person so requesting such information an executed confidentiality agreement this Section 6.2 (other than standstill provisions) on customary termsa “Qualifying Acquisition Proposal”); (B) discussing (but not negotiating) the material terms of a 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 or discussions with any Person who has made an unsolicited bona fide written a Qualifying Acquisition Proposal if the Board of Directors of the Company receives from such Person an executed confidentiality agreement (other than standstill provisions) on customary termsProposal; or (CD) approving or recommending such an unsolicited bona fide written to the holders of Shares a Qualifying Acquisition Proposal (or agreeing to the stockholders of the Companytake any such action), if and only to the extent that, (x1) in each such case referred prior to taking any action described in clause (A), (B), (C) or (CD) above, after consulting with outside legal counsel the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that it must take such action is necessary in order for its directors to comply with their respective its fiduciary duties under applicable Law, ; (y2) in each case referred prior to taking any action described in clause (BA) or (C) above, the Company and the other Person referred to in such clauses 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 (after consultation C) or (D) (x) is more favorable from a financial point of view to the Company’s stockholders than the Merger taking into 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 (D) above, the Company shall have provided written notice to Parent of the 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 Section 6.2 or Section 6.4 shall require two business days’ notice (such applicable notice period, the “Notice Period”), other than the 24-hour notice in Section 6.2(c). (b) The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposal. The Company will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its financial advisor consideration of an acquisition or other business combination transaction with the Company to return or destroy all confidential information furnished prior to the execution of this Agreement to or for the benefit of such Person by or on behalf of the Company or any of its Subsidiaries. The Company agrees that it will take the necessary steps to promptly inform its Representatives of the obligations undertaken in this Section 6.2. (c) The Company agrees that it will notify Parent as promptly as practicable (and, in any event, within 24 hours) after it receives any bona fide Acquisition Proposal indicating, in connection with such notice, the name of such Person and the material terms and conditions of such Acquisition Proposal and thereafter shall keep Parent promptly informed as to any material changes to such Acquisition Proposal. The Company also agrees to provide or make available any due diligence information to Parent that it is providing or making available to another Person pursuant to this Section 6.2 at the same time it provides it or makes it available to such other Person (unless it has previously been provided or made available to Parent). The Company agrees that during the Notice Periods described in subclause (4) of clause (ii) of the proviso in Section 6.2(a) and in Section 6.4, the Company shall negotiate in good faith with Parent with respect to any revisions to the terms of the transactions contemplated by this Agreement proposed by Parent. Any such revisions which Parent offers to make which, if accepted by the Company, would be legally binding on the parties to this Agreement are referred to herein as “Revised Terms”. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.2 and Section 6.4, including the notice and Notice Periods referred to herein and therein (but, for the avoidance of doubt, shall require a two business day notice period rather than five days).

Acquisition Proposals. The Company (a) Seller 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 not, and shall cause its Subsidiaries, including each Company and its Subsidiaries' each Company Subsidiary, and each of their respective directors, officers, employees, agents not to, and shall use its reasonable best efforts to cause the agents, consultants, advisors, Related Persons or other representatives of such Person, including legal counsel, accountants and financial advisors (including any investment bankercollectively, attorney or accountant ("Representatives") retained by it or any of its Subsidiaries) not to, directly or indirectly: 44 (i) solicit, initiate, solicit encourage, or knowingly encourage or facilitate otherwise facilitate, any inquiries or the making of any proposal proposals or offer with respect offers from, or (ii) except to the extent permitted by Subsection 5.2(b), (aA) a mergerdiscuss with, reorganization(B) negotiate with, share exchange(C) provide any confidential information or data to, consolidation or similar (D) consider the merits of, any unsolicited inquiries, proposals or offers from, any Person (other than Buyer) relating to any transaction directly or indirectly involving the Companysale of the Business or, (b) any purchase of an equity interest representing an amount equal to or greater other than a 15% voting or economic interest in the Company Ordinary Course of Business, five (5) percent or (c) any purchase of assets, securities or ownership interests representing an amount equal to or greater than 15% more of the consolidated assets of the Companies and the Company Subsidiaries, or any of the Shares or any shares of stock of the Company Subsidiaries, the Transferred Property or the Seller Intellectual Property, or any merger, consolidation, business combination or similar transaction involving Seller, any Company or any Company Subsidiary, or the acquisition of twenty-five (25) percent or more of the issued and its Subsidiaries taken as a whole, outstanding shares of common stock of Seller (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 the 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 any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to an Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, provided that nothing contained in this Agreement herein shall prevent the Company or its Board of Directors Seller from (i) complying with its disclosure obligations under Sections Rules 14d-9 and 14e-2 of promulgated under the Exchange Act with regard to an Acquisition Proposal; provided. Seller shall, howeverand shall cause its Subsidiaries, that each Company and each Company Subsidiary to, and each shall use its reasonable best efforts to, cause each Related Person and each of their respective Representatives to, 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. Seller shall promptly notify Buyer if any such disclosure inquiries, proposals or offers are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with or about any Acquisition Proposal and shall promptly request each Person which has the effect heretofore executed a confidentiality agreement in connection with its consideration of withdrawing, modifying acquiring any Company or qualifying the Directors' Recommendation in a manner adverse to Cingular any Company Subsidiary or the approval Business or assets (other than in the Ordinary Course of this Agreement by the Board of Directors of the Company, Cingular shall have the right to terminate this Agreement to the extent set forth in Section 8.4(aBusiness) of this Agreement; and any Company or any Company Subsidiary to return all confidential information heretofore furnished to such Person by or on behalf of any Company or any Company Subsidiary. (iib) at At any time prior to, but not after, to the time its shareholders shall have voted to approve this Agreement Agreement, if Seller is adopted by not otherwise in violation of Section 5.22 hereof, of the Company Requisite Votefirst sentence of Section 5.23(a) hereof and of this Section 5.2, Seller may: (Ai) providing information in response to a request therefor by a Person who has made if it receives an unsolicited bona fide written proposal from a third party regarding an Acquisition Proposal if and the Board board of Directors directors of Seller, after consultation with its financial adviser and outside counsel, determines that pursuing such Acquisition Proposal is reasonably likely to lead to a Superior Proposal (as defined below), engage in the activities specified in Subsection 5.2(a)(ii)(A) and (D), if, in the opinion of the Company receives outside counsel to Seller, such action is required for the board of directors of Seller to comply with its fiduciary duties under applicable Law for the purpose of determining whether such Acquisition Proposal is a Superior Proposal, 45 (ii) further engage in the activities specified in Subsection 5.2(a)(ii)(C) if Seller has received from the Person so requesting such information third party an executed confidentiality agreement with confidentiality terms at least as stringent as those contained in the Confidentiality Agreement (other than standstill provisions) on customary terms; (B) engaging as defined in any negotiations or discussions Section 10.2 hereof), and if in the opinion of outside counsel to Seller, such action is required for the board of directors of Seller to comply with any Person who has made an unsolicited bona fide written its fiduciary duties under applicable Law for the purpose of determining whether such Acquisition Proposal if is a Superior Proposal, and (iii) further engage in the Board of Directors of the Company receives from such Person an executed confidentiality agreement (other than standstill provisionsactivities specified in Section 5.2(a)(ii)(B) on customary terms; or (C) recommending regarding such an unsolicited bona fide written proposal that its board of directors has determined is a Superior Proposal, if, in the opinion of outside counsel to Seller, such action is required for the board of directors of Seller to comply with its fiduciary duties under applicable Law and Seller has received from such third party an executed confidentiality agreement with confidentiality terms at least as stringent as those contained in the Confidentiality Agreement. Seller will keep Buyer fully and currently informed of the status and details of any such unsolicited bona fide written proposal or Superior Proposal and any related discussions or, in the case of a Superior Proposal, negotiations. A "Superior Proposal" is a bona fide Acquisition Proposal that the board of directors of Seller determines in good faith after reasonable investigation, including receiving the opinion of its financial advisor and consulting with outside legal counsel to Seller and taking into account all the terms and conditions of the Acquisition Proposal, including any break-up fees or similar devices, expense reimbursement provisions and conditions to consummation (i) is more favorable and provides greater value to all of Seller's shareholders than this Agreement and the Acquisition, taken as a whole, and (ii) is reasonably capable of being, and is reasonably likely to be, consummated. (c) Seller hereby agrees that (i) it shall deliver, or cause to be delivered, to United Family Life Insurance Company ("UFL") pursuant to Section 13.02(b) of the Administrative Services Agreement, dated November 13, 1997, between UFL, Fortis, Inc., the Seller and Liberty Services (as amended, the "Fortis Agreement"), no more than 20 days prior to the stockholders Closing, a notice of change of control of Liberty Services; (ii) it shall not deliver and shall cause the Companies and the Company Subsidiaries not to deliver, any notice pursuant to Section 13.02(c) of the CompanyFortis Agreement, if offering a right of first refusal to UFL to acquire the issued and only to outstanding shares of Liberty Services; and (iii) it shall not deliver any notices arising out of, resulting from, relating to, or in connection with this Agreement (including the extent that, (x) in each such case notice referred to in clause (A), (B) or (Ci) above) to UFL without the prior written approval of Buyer, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that such action is 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 of the Company determines in good faith (after consultation with its financial advisor andwhich approval shall not be unreasonably withheld.

Acquisition Proposals. The Company (a) Stratex agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shalltheir respective officers, and that it shall cause its and its Subsidiaries' directors, employees, agents and representatives (any such Persons, including any investment banker, attorney or accountant ("Representatives"accountant, a “Representative”) retained by it or any of its Subsidiaries) not toshall, directly or indirectly, initiate, solicit or knowingly solicit, encourage or facilitate any inquiries or the making or implementation of any proposal or offer with respect to (ai) a merger, reorganizationconsolidation, share exchange, consolidation reorganization or similar other business combination transaction involving the CompanyStratex, (bii) any purchase acquisition of an any equity interest representing an amount equal to or greater than a other ownership interests in Stratex 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 Stratex or an economic interest of equivalent value in any Subsidiary of Stratex or (ciii) any purchase acquisition of assets, securities assets of Stratex or ownership interests any of its Subsidiaries representing an amount equal to or greater than 15% or more of the consolidated total assets of the Company Stratex and its Subsidiaries Subsidiaries, taken as a whole, whole (any such inquiry, proposal or offer being hereinafter referred to as an "“Acquisition Proposal"”). The Company Stratex further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries their respective Representatives shall, and that it shall cause its and its Subsidiaries' employees, agents and Representatives not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential or non public information or data to, or have engage or participate in any discussions or negotiations with, any Person relating to an Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt by any Person, in each case, other than H▇▇▇▇▇, Newco or Merger Sub, to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Stratex or the Company or its Stratex Board of Directors 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; provided, however, 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 disclosure compliance has the substantive effect of withdrawing, or modifying or qualifying the Directors' Recommendation in a any manner adverse to Cingular or the approval of this Agreement by H▇▇▇▇▇, the Board of Directors of the CompanyRecommendation or Board Approval or recommending or approving another Acquisition Proposal (each, Cingular a “Change In Recommendation”), H▇▇▇▇▇ shall have the right to terminate this Agreement pursuant to the extent set forth in Section 8.4(a11.1(c)) of this Agreement; and or (ii) at any time prior to, but not after, the time this Agreement Stratex Requisite Vote is adopted by the Company Requisite Vote, 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 if (assuming, for this purpose only, that all references to “15% or more” in the Board definition of Directors such term were changed to “a majority”) which did not result from a breach of the Company receives from the Person so requesting such information an executed confidentiality agreement this Section 9.1 (other than standstill provisions) on customary termsa “Qualifying Acquisition Proposal”); (B) engaging or participating in any discussions or negotiations or discussions with any Person who has made an unsolicited bona fide written a Qualifying Acquisition Proposal if the Board of Directors of the Company receives from such Person an executed confidentiality agreement (other than standstill provisions) on customary termsProposal; or (C) approving or recommending such an unsolicited bona fide written to the holders of shares of Stratex Common Stock a Qualifying Acquisition Proposal (or agreeing to the stockholders of the Companytake any such action), if and only to the extent that, (x1) in each such the case referred to of any action described in clause (A), (B) or (C) above, after consulting with outside legal counsel the Stratex Board of Directors of the Company determines in good faith after consultation with outside legal counsel that failing to take such action is necessary in order for its would constitute a breach by the directors to comply with of Stratex of their respective 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; (y3) in each the case referred to of any action described in clause (B) or (C) above, the Stratex Board of Directors of the Company determines in good faith (and after consultation consulting with its financial advisor 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 H▇▇▇▇▇ 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 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 case of clause (A) or clause (B) only, is reasonably likely to lead to a Superior Proposal; (4) before taking any of the actions described in clause (B) or (C) above, Stratex shall have provided written notice to H▇▇▇▇▇ of Stratex’s or the 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 H▇▇▇▇▇ 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 under this Agreement shall be sufficient if approved by a majority of the total number of members thereof at a meeting duly called and held and at which a quorum was present and acting throughout. (b) Stratex agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposal. Stratex will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of a transaction with Stratex to return or destroy all confidential information furnished prior to the execution of this Agreement to or for the benefit of such Person by or on behalf of Stratex or any of its Subsidiaries and to destroy all summaries, analyses or extracts of or based upon such information in the possession of such Person or any of its Representatives. Stratex agrees that it will take the necessary steps to promptly inform its Representatives of the obligations undertaken in this Section 9.1. None of Stratex or any of its Subsidiaries will waive any provision of any confidentiality or standstill agreement to which it is a party without the prior written consent of H▇▇▇▇▇. (c) Stratex agrees that it will notify H▇▇▇▇▇ as promptly as practicable (and, in any event, within 24 hours) if any inquiries, proposals or offers with respect to any Acquisition Proposal or potential Acquisition Proposal are received by, any information relating thereto is requested from, or any discussions or negotiations relating thereto are sought to be initiated or continued with, it or any of its Representatives, indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposal or offer and thereafter shall keep H▇▇▇▇▇ informed, on a current basis, as to the status and terms of any such proposal or offer and the status of any such discussions or negotiations. Stratex also agrees to provide any information to H▇▇▇▇▇ that it is providing to another Person pursuant to this Section 9.1 at the same time it provides it to such other Person. Stratex agrees that during the five- and one-Business Day periods described in subclause (4) of clause (ii) of the proviso in Section 9.1 and in Section 9.2, Stratex shall negotiate in good faith with H▇▇▇▇▇ with respect to any revisions to the terms of the transactions contemplated by this Agreement proposed by H▇▇▇▇▇. Any such revisions which H▇▇▇▇▇ offers in writing to make which, if accepted by Stratex, would be legally binding on the parties to this Agreement are referred to herein as “Revised Terms”. Stratex agrees that any material amendment to any Qualifying Acquisition Proposal will be deemed to be a new Qualifying Acquisition Proposal for purposes of this Section 9.1 and Section 9.2.

Acquisition Proposals. (a) The Company agrees that neither it shall not nor shall it knowingly permit any of its Subsidiaries nor or any of the officers and directors of it or its Subsidiaries shallto, and that it shall direct and use its reasonable best efforts to cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant ("Representatives") retained by it or any of its Subsidiaries) (the Company, its Subsidiaries and their officers, directors, employees, agents and representatives being referred to as the "Company Representatives") not to, directly or indirectly, initiate, solicit solicit, or knowingly encourage or otherwise intentionally facilitate any inquiries or the making of any proposal or offer with respect to (a) a merger, reorganization, share exchange, consolidation consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company, (b) or any purchase of an equity interest representing an amount equal to or greater than a 15% voting or economic interest in the Company or (c) any purchase of assets, securities or ownership interests representing an amount equal to or greater than 15% sale of the consolidated assets (including without limitation stock of Subsidiaries) of the Company and or any of its Subsidiaries Subsidiaries, taken as a whole, having an aggregate value equal to 15% or more of the Company's market capitalization, or any purchase or sale of, or tender or exchange offer for, 15% or more of its equity securities (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"). The Company further agrees that neither it shall not nor shall it knowingly permit any of its Subsidiaries nor or any of the officers and directors of it or its Subsidiaries shallto, and that it shall direct and use its reasonable best efforts to cause its and its Subsidiaries' employees, agents and the Company Representatives not to, directly or indirectly, engage have any discussion in any negotiations concerning, furtherance of or provide any confidential information or data to, or have any discussions with, to any Person relating to an Acquisition Proposal or engage in any negotiations concerning an Acquisition Proposal, or otherwise knowingly encourage or intentionally facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent either the Company or its Board of Directors from from: (iA) complying with its disclosure obligations under Sections Rules 14d-9 and 14e-2 of promulgated under 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 Board of Directors of the Company, Cingular shall have the right to terminate this Agreement to the extent set forth in Section 8.4(a(B) of this Agreement; and (ii) at any time prior to, but not after, 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 written Acquisition Proposal if the Board of Directors of the Company receives from the Person so requesting such information an executed confidentiality agreement (other than standstill provisions) on customary terms; (B) engaging determines in any negotiations or discussions good faith after consultation with any Person who has made an unsolicited bona fide written Acquisition Proposal if outside counsel, that in order for the Board of Directors of the Company receives to comply with its fiduciary duties to stockholders under applicable law it should take such action, engaging in any discussions or negotiations with or providing any information or data to any Person (including its Representatives) in response to an unsolicited written Acquisition Proposal by any such Person; provided, that prior to providing any information or data to any Person in connection with an Acquisition Proposal by any such Person, the Board of Directors of the Company shall receive from such Person an executed confidentiality agreement (other than standstill provisions) on customary termsterms substantially similar to those contained in the confidentiality agreement previously entered into between Parent and the Company in connection with their consideration of the Merger; provided further, that such confidentiality agreement shall contain terms that allow the Company to comply with its obligations under this Section 6.2 or (C) recommending such an unsolicited bona fide written Acquisition Proposal to the stockholders of the CompanyCompany if, if and only to the extent that, (x) in each such case with respect to the actions referred to in clause (AC), (Bi) or the Board of Directors of the Company concludes in good faith (Cafter consultation with its outside legal counsel and its financial advisor) abovethat such Acquisition Proposal is reasonably capable of being completed, and would, if consummated, result in a transaction more favorable to the Company's stockholders than the Merger (a "Superior Proposal"), and (ii) the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that the failure to take such action is necessary in order for would be reasonably likely to be inconsistent with its directors fiduciary duty to comply with their respective fiduciary duties the Company's stockholders under applicable Law, . (yb) Except as disclosed in each case referred to in clause (BSection 6.1(a) or (C) above, the Board of Directors of the Company determines Disclosure Letter, the Company 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. The Company agrees that it will promptly inform its executive officers, directors, attorneys and financial advisors of the obligations undertaken in good faith (after consultation Section 6.2(a). The Company agrees that it will notify Parent as soon as reasonably practicable, if any such proposals or offers are received by it, any such information is requested from it or any such discussions or negotiations are sought to be initiated with its financial advisor andit, indicating, in connection with such notice, the name of such Person making such inquiry, proposal, offer or request and a description of the substance of any such inquiries, proposals, offers or requests. The Company thereafter shall keep Parent informed as soon as reasonably practicable, of the status and terms of any such inquiries, proposals or offers.

Acquisition Proposals. The Company (a) OSI agrees that neither it nor any of its Subsidiaries subsidiaries nor any of the officers and directors of it or its Subsidiaries subsidiaries shall, and that it shall cause not authorize or permit its and its Subsidiariessubsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant ("Representatives") retained by it or any of its Subsidiariessubsidiaries) not to, directly or indirectly, initiate, solicit or knowingly solicit, encourage or otherwise facilitate (including by way of furnishing information) any inquiries inquiries, expressions of interest or the making of any proposal or offer with respect to (a) a merger, reorganization, share exchange, consolidation consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Companyinvolving, (b) or any purchase or sale of an equity interest representing an amount equal to all or greater than a 15% voting or economic interest in the Company or (c) any purchase of assets, securities or ownership interests representing an amount equal to or greater than 15% significant portion of the consolidated assets or any of the Company and equity securities of, it or any of its Subsidiaries taken as a wholesubsidiaries that, in any such case, could reasonably be expected to interfere with the completion of the Merger or the other transactions contemplated by this Agreement (any such inquiry, expression of interest, proposal or offer being hereinafter referred to as an "Acquisition Proposal"). The Company -------------------- OSI further agrees that neither it nor any of its Subsidiaries subsidiaries nor any of the officers and directors of it or its Subsidiaries subsidiaries shall, and that it shall cause not authorize or permit its and its Subsidiariessubsidiaries' employees, agents and Representatives not representatives (including any investment banker, attorney or accountant retained by it or any of its subsidiaries) to, directly or indirectly, engage in have any negotiations concerning, discussion with or provide any confidential information or data toto any individual, group, organization, corporation, partnership, or have entity of any discussions with, any Person kind (a "Person") relating to an Acquisition Proposal or engage in any negotiations concerning an Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall -------- ------- prevent the Company OSI or its Board of Directors from (iA) complying with its disclosure obligations Rule 14e-2 promulgated under Sections 14d-9 and 14e-2 of the Exchange Act with regard to an Acquisition Proposal; provided(B) engaging in any discussion or negotiations with, 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 Board of Directors of the Company, Cingular shall have the right to terminate this Agreement to the extent set forth in Section 8.4(a) of this Agreement; and (ii) at providing any time prior information to, but not after, the time this Agreement is adopted by the Company Requisite Vote, (A) providing information any Person in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors of the Company receives from the Person so requesting by any 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 termsPerson; or (C) recommending such an unsolicited bona fide written Acquisition Proposal to the stockholders of OSI or withdrawing or modifying its recommendation in favor of this Agreement and the CompanyMerger in compliance with Sections 5.1 and 7.1(f), if and only to the extent that, (x) in each any such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that such action as is 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), (i) above, a majority of the members of the Board of Directors of the Company determines OSI concludes in good faith (after consultation with its financial advisor andadvisors) that such Acquisition Proposal is reasonably capable of being completed, taking into account all legal, financial, regulatory and other aspects of the proposal and the Person making the proposal, and would, if consummated, result in a transaction more favorable to OSI's stockholders than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior -------- Proposal"), (ii) a majority of the members of the Board of Directors of OSI ------- concludes in good faith (after consultation with outside counsel) that such action is necessary for the Board of Directors to act in a manner consistent with its fiduciary duties under applicable law, (iii) prior to providing any information or data to any Person in connection with an Acquisition Proposal by any such Person, such Board of Directors receives from such Person an executed confidentiality agreement on terms substantially similar to those contained in the confidentiality agreement previously entered into between LRC and OSI in connection with their consideration of the Merger, and (iv) prior to providing any information or data to any Person or entering into discussions or negotiations with any Person, the Board of Directors of OSI notifies LRC of such inquiries, expressions of interest, proposals or offers received by, any such information requested from, or any such discussions or negotiations to be initiated or continued with, any of OSI's representatives indicating, in connection with such notice, the name of such Person and the terms and conditions of any proposals or offers. OSI 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. OSI agrees that it will take the necessary steps to promptly inform the officers, directors and other representatives referred to in the first sentence hereof of the obligations undertaken in this Section 4.3. OSI agrees that it shall keep LRC informed, on a current basis, of the status and terms of any such proposals or offers and the status of any such discussions or negotiations. (b) LRC shall not, and shall not permit any of its subsidiaries to, authorize or enter into an agreement relating to an Alternative Transaction (as defined in Section 7.2) involving LRC until two days after the Effective Time. LRC shall notify OSI immediately of any proposals or offers received by LRC relating to an Alternative Transaction involving LRC and will keep OSI informed, on a current basis, of the status and terms of any such proposals or offers and the status of any related discussions or negotiations and shall consult with OSI with respect thereto. Subject to LRC's obligations described in Section 5.1, this Agreement does not prohibit LRC from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) of the Exchange Act or from making any disclosure to LRC's stockholders if, in the good faith judgment of the Board of Directors of LRC, after consultation with outside counsel, failure so to disclose would be inconsistent with its duties to LRC or the LRC stockholders under applicable law.

Acquisition Proposals. (a) The Company agrees that neither it nor any of its Subsidiaries nor any of the officers and directors (other than any directors designated by any of the Novartis Companies) of it or its Subsidiaries shall, and that it shall use its commercially reasonable efforts to cause its and its Subsidiaries' ’ employees, agents and representatives (including any investment banker, attorney attorney, consultant or accountant ("collectively, “Representatives"”) retained by it or any of its Subsidiariesit) 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 to: (ai) a merger, reorganization, share exchange, consolidation or similar transaction involving the Company, ; (bii) any purchase of an any material portion of the equity interest representing an amount equal to or greater than a 15% voting or economic interest in the Company or (c) any purchase of assets, securities 30% or ownership interests representing an amount equal to or greater than 15% more of the consolidated assets of the Company and its Subsidiaries Subsidiaries, taken as a whole, ; (iii) the adoption by the Company 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 neither it nor any of its Subsidiaries nor any of the officers and directors (other than any directors designated by any of the Novartis Companies) of it or its Subsidiaries shall, and that it shall use its commercially reasonable efforts to cause its and its Subsidiaries' employees, agents and ’ Representatives not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to an Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Company or its the Independent Directors or the Company Board of Directors from (ix) complying with its disclosure obligations under Sections 14d-9 and 14e-2 of the Exchange Act with regard to an Acquisition Proposal; provided, however, provided that if such disclosure has the effect of withdrawing, modifying or qualifying the Directors' Recommendation in a manner adverse to Cingular Novartis or the approval of this Agreement by the Board of Independent Directors of or the CompanyCompany Board, Cingular Novartis shall have the right to terminate this Agreement to the extent set forth in Section 8.4(a) 9.4 of this Agreement; and (iiy) at any time prior to, but not after, the time this Agreement is adopted by the Company Requisite Voteconditions set forth in Section 8.1(a) have been satisfied, (A) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal (provided, that for purposes of this Section 7.2(a)(y) an Acquisition Proposal must involve the acquisition of in excess of 50% of the shares of Common Stock) if the Board of Directors of the Company 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 as described in (other than standstill provisionsA) on customary termsabove; or (C) withdrawing, modifying or qualifying the Recommendation, or recommending such an unsolicited bona fide written Acquisition Proposal to the stockholders of the CompanyProposal, in each case if and only to the extent that, that (xI) in each such case referred to in clause (A), (B) or (C) above, the Company Board of Directors of or the Company Independent Directors, as applicable, determines in good faith after consultation with outside legal counsel that such action is necessary in order for its directors to comply with their respective fiduciary duties under applicable Law, Law and (yII) in each case referred to in clause (B) or (C) above, the Company Board of Directors of or the Company Independent Directors, as applicable, determines in good faith (after consultation with its financial advisor andand counsel) that such Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial, regulatory and other aspects of the proposal, the likelihood of obtaining financing, and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company’s stockholders from a financial point of view than the transaction contemplated by this Agreement taking into account any change in the proposal proposed by Novartis; and (III) in the case of clause (C), Novartis shall have had written notice of the Company Board’s or the Independent Directors’, as applicable, intention to take the action referred to in clause (C) at least three Business Days prior to the taking of such action by the Company Board or the Independent Directors, as applicable (any such more favorable Acquisition Proposal is referred to in this Agreement as a “Superior Proposal”). (b) The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposal. The Company agrees that it will take the necessary steps to promptly inform its and its Subsidiaries’ officers and directors (other than any directors designated by any of the Novartis Companies) and their respective Representatives of the obligations undertaken in this Section 7.2. The Company agrees that it will notify Novartis promptly, but in any event within 24 hours, if any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, it or any of its Representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers, and thereafter shall keep Novartis informed, on a current basis, of any significant changes in the status and terms of any such proposals or offers. The Company agrees promptly to request the return or destruction of all information and materials provided prior to the date of this Agreement by it, its affiliates (other than the Novartis Companies) or their respective Representatives with respect to the consideration or making of any Acquisition Proposal.

Acquisition Proposals. (a) The Company agrees that that, except as expressly permitted by this Section 7.2, during the period commencing on the date of this Agreement and ending at the Effective Time or such earlier date as this Agreement may be terminated in accordance with its terms (the “Pre-Closing Period”), neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to instruct and cause its and its Subsidiaries' ’ employees, agents agents, investment bankers, attorneys, accountants and other representatives (including any such directors, officers, employees, agents, investment bankerbankers, attorney or accountant ("attorneys, accountants and other representatives, collectively, “Representatives") retained by it or any of its Subsidiaries”) not to, directly or indirectly, (i) initiate, solicit or knowingly encourage or facilitate any inquiries or the making of any proposal or offer with respect that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal (aas defined below) a merger, reorganization, share exchange, consolidation or similar transaction involving the Company, (b) any purchase of an equity interest representing an amount equal to or greater than a 15% voting or economic interest in the Company or (cii) engage in, continue or otherwise participate in, any purchase of assets, securities discussions or ownership interests representing an amount equal to or greater than 15% of the consolidated assets 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 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 any negotiations concerning, or provide any confidential information or data to, or have any discussions with, to any Person relating to for the purpose of encouraging or facilitating, an Acquisition Proposal, or otherwise facilitate knowingly encourage or facilitate any effort or attempt to make or implement an Acquisition Proposal; provided. For purposes of this Agreement, howeverthe term “Acquisition Proposal” shall mean (i) any proposal or offer for a merger, that nothing contained in this Agreement shall prevent consolidation, dissolution, tender offer, recapitalization, joint venture, partnership, reorganization, share exchange, business combination or similar transaction involving the Company or any of its Board of Directors from Subsidiaries or (iii) complying with its disclosure obligations under Sections 14d-9 and 14e-2 any proposal or offer to acquire in any manner, directly or indirectly, over 15% of the Exchange Act with regard to an Acquisition Proposal; providedequity securities of the Company or any of its Subsidiaries or consolidated total assets (including, howeverwithout limitation, that if such disclosure has the effect equity securities of withdrawing, modifying or qualifying the Directors' Recommendation in a manner adverse to Cingular or the approval of this Agreement by the Board of Directors its Subsidiaries) of the Company, Cingular shall have in each case other than the right to terminate transactions contemplated by this Agreement Agreement. Notwithstanding anything to the extent contrary set forth in Section 8.4(a) of this Agreement; and (ii) at any time , prior to, but not after, the time the vote is taken with respect to the adoption of this Agreement is adopted by at the Company Requisite VoteMeeting (the “Specified Time”), the Company may (A) providing provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal (as defined above, but substituting 50% for 15%, except in the case of an asset sale, in which case “all or substantially all” shall be substituted for 15%) that did not result from a breach of this Section 7.2(a) and subject to compliance with Section 7.2(b) if the Company Board of Directors of the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive of the other party than those contained in the Confidentiality Agreement (other than standstill provisionsand promptly discloses (and if applicable, provides copies of) on customary terms; any such information to Parent to the extent not previously provided to Parent) or (B) engaging engage in or participate 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 CompanyProposal, if and only to the extent that, (x) in each such case referred to in clause (A) or (B), (Bx) or (C) above, the Board of Directors of the Company Board determines in good faith after consultation with outside legal counsel that failure to take such action is necessary in order for its directors to comply would be inconsistent with their respective the fiduciary duties obligations of the Company Board under applicable Law, and (y) in each case referred to in clause (B) or (C) above, the Board of Directors of the Company Board determines in good faith (after consultation with its outside counsel and financial advisor andadvisor) that such Acquisition Proposal (1) if accepted, is reasonably likely to be consummated, taking into account all legal, financial, regulatory and other aspects of the proposal and the Person making the proposal, and if consummated, would result in a transaction more favorable to the holders of Company Common Stock from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a “Superior Proposal”) or (2) is reasonably likely to lead to a Superior Proposal.

Acquisition Proposals. (a) The Company agrees that neither it nor any Subsidiary of its Subsidiaries the Company nor any of the their respective officers and or directors of it or its Subsidiaries shall, and that it shall direct and use its best efforts to cause its and its such Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant ("Representatives") retained by it them or any of its the Company's Subsidiaries) not to, directly or indirectly, (i) initiate, solicit or knowingly solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer with respect to (a) a merger, reorganization, share exchange, consolidation consolidation, purchase, or similar transaction involving the Company, (bA) any purchase of an equity interest representing an amount equal to or greater than a 15% voting or economic interest in the Company or (c) any purchase of assets, securities or ownership interests representing an amount equal to or greater more than 15% of the consolidated assets of the Company primarily related to the Business (a "Consumer Products Acquisition Proposal"); (B) more than 15% of the consolidated assets of the Company other than assets primarily related to the Business (such assets, the "Healthcare Business" and its Subsidiaries taken as such a wholeproposal, a "Healthcare Acquisition Proposal"); or (C) more than 15% of the outstanding equity securities of the Company or more than 15% of each of the consolidated assets related to the Business and the consolidated assets related to the Healthcare Business (a "Company Acquisition Proposal", any such proposal Consumer Products Acquisition Proposal, Healthcare Acquisition Proposal or offer Company Acquisition Proposal being hereinafter referred to as an "Acquisition Proposal"). The Company 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 cause its and its Subsidiaries' employees, agents and Representatives not to, directly or indirectly, ; (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to an Acquisition Proposal, or otherwise knowingly encourage or 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) or (iii) approve, endorse or recommend any Acquisition Proposal; provided, however, that that, prior to the due adoption of this Agreement by holders of Company Shares constituting the Company Requisite Vote, nothing contained in this Agreement shall prevent the Company Company, its directors, officers, agents or its Board of Directors other representatives from (iA) complying with its disclosure obligations under Sections 14d-9 and 14e-2 of the Exchange Act with regard to an Acquisition Proposalfederal or state law; 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 Board of Directors of the Company, Cingular shall have the right to terminate this Agreement to the extent set forth in Section 8.4(a) of this Agreement; and (ii) at any time prior to, but not after, the time this Agreement is adopted by the Company Requisite Vote, (AB) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors of the Company receives from the Person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (other than standstill provisions) on customary termsas defined in Section 9.7), it being understood that such confidentiality agreement will not prohibit the making of an Acquisition Proposal; (BC) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal if or entering into an agreement with such Person solely with respect to the Board payment by such Person of Directors amounts payable to Parent pursuant to Section 8.5(b) hereof or to Assets Buyer pursuant to Section 11.5(b) of the Company receives from such Person an executed confidentiality agreement (other than standstill provisions) on customary termsAsset Purchase Agreement; or (CD) approving, endorsing or recommending such an unsolicited bona fide written Acquisition Proposal to the stockholders of the Company (which, in the case of a Healthcare 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, following the termination of the Asset Purchase Agreement pursuant to Section 11.3(a) thereof, entering into an agreement with a Person who has made an unsolicited bona fide written Consumer Products Acquisition Proposal with respect to such Consumer Products Acquisition Proposal, if and only to the extent that, (xi) in each such case referred to in clause (AB), (BC) or (CD) above, the Board of Directors of the Company determines in good faith (after consultation with outside legal counsel counsel) that failure to take such action is necessary would, in order for its directors to comply light of such Acquisition Proposal and the terms of this Agreement, be inconsistent with their respective the fiduciary duties of the directors under applicable Law, Law and (yii) (x) in each the case referred to in clause of clauses (B) or and (C) above, the Board of Directors of the Company determines in good faith (after consultation with its financial advisor advisor) that taking the actions permitted pursuant to such clauses with respect to such Acquisition Proposal could reasonably be expected to result in a Superior Proposal, assuming such Acquisition Proposal is consummated and (y) in the case referred to in clause (D) above, the Board of Directors of the Company determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal is a Superior Proposal. A Consumer Products 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 hereto, will be more favorable to the Company's stockholders from a financial point of view than the Assets Purchase, taken together with such Mergers and, for purposes of the determination to be made in clause (D) above, in the good faith judgment of the Board of Directors of the Company, it is reasonably likely to be financed by such 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 Assets Purchase and the other transactions contemplated by the Asset Purchase Agreement, will be more favorable to the Company's stockholders from a financial point of view than the Mergers, taken together with the Assets Purchase and such other transactions and, for purposes of the determination to be made in clause (D) above, in the good faith judgment of the Board of Directors of the Company, it 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, (ii) such transaction (or series of transactions) is reasonably likely to be consummated and (iii) the consummation of such transaction (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 Assets Purchase and the Mergers. The Company 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 Proposals. The Company agrees that it will notify Parent immediately if any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, any of its representatives. (b) In the event the Company terminates the Asset Purchase Agreement pursuant to Section 11.3 thereof in order to enter into an agreement with respect to a Consumer Products Acquisition Proposal that constitutes a Superior Proposal, Parent, Company Merger Sub and CPI Merger Sub shall be required to accept (i) the buyer of the Business pursuant to such agreements as a replacement "Assets Buyer" (the "Substitute Assets Buyer") for purposes hereof and (ii) such agreement as a replacement "Asset Purchase Agreement" (such agreement and any related agreements, collectively, the "Substitute APA") for purposes hereof if such Substitute Assets Buyer and Substitute APA would not, in the good faith judgment of Parent (as compared with the Asset Purchase Agreement and the agreements entered into in connection therewith) materially and adversely affect either Parent's rights or obligations hereunder and under the agreements executed and delivered in connection herewith (including the voting agreement with CPI and the indemnification agreement and voting agreement with certain stockholders of CPI) or the Company's rights or obligations hereunder (provided that any term or provision of the Substitute APA that creates liabilities or obligations on the part of the Company that will be discharged or satisfied prior to the Closing or will be an Assumed Liability (as defined in the Asset Purchase Agreement) under the Asset Purchase Agreement will not, for purposes of the foregoing, be deemed to materially and adversely affect the Company's rights or obligations hereunder), taking into account all relevant factors, including the terms and conditions of the Substitute APA and the financial position of the Substitute Assets Buyer. If the Company should notify Parent that it intends, subject to not receiving a Section 6.2(b) Notice (as hereinafter defined), to terminate the Asset Purchase Agreement pursuant to Section 11.3(a) thereof in order to enter into a Substitute APA pursuant to Section 11.3(a) and, prior to, or at the time of delivery of such notice, provides Parent with a draft of such Substitute APA, Parent will notify the Company (the "Section 6.2(b) Notice") within three business days of such notice (not counting the day of receipt) whether, in the exercise of its good faith judgment, such Substitute APA with the Substitute Assets Buyer would have any of the material adverse effects described above. If Parent does not provide a Section 6.2(b) Notice within such three-day period, Parent shall be deemed to accept the Substitute Assets Buyer and the Substitute APA. For purposes of this Agreement, upon execution and delivery by the Company of the Substitute APA, all references herein to the "Assets Purchase" and the "Asset Purchase Agreement" shall become references to such Substitute APA. It is further agreed that the giving by the Company to Assets Buyer of the notice that it intends to terminate this Agreement pursuant to Section 8.3(a) in order to enter into a Substitute Merger Agreement (as defined in the Asset Purchase Agreement) and the drafts, documents and information contemplated by Section 8.11(c) of the Asset Purchase Agreement shall not, in and of itself, provide Parent a right to terminate under Section 8.4 of this Agreement.

Acquisition Proposals. The Company agrees that neither (a) Conectiv shall immediately cease any existing discussions or negotiations, if any, with any parties conducted heretofore with respect to any Acquisition Proposal (as defined below). Conectiv shall not directly or indirectly, and it nor shall use its reasonable best efforts to cause its officers, directors, employees, representatives, agents or affiliates, including any investment bankers, attorneys or accountants retained by Conectiv or any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shallaffiliates, and that it shall cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant ("Representatives") retained by it or any of its Subsidiaries) not to, directly or indirectly(i) solicit, initiate, solicit or knowingly encourage or otherwise facilitate any inquiries or the making of any proposal or offer with respect to (a) a merger, reorganizationrecapitalization, share exchangeconsolidation, consolidation or similar transaction involving the Companybusiness combination, (b) any purchase sale of an equity interest representing an amount equal to or greater than a 15% voting or economic interest in the Company or (c) any purchase of assets, securities or ownership interests representing an amount equal to or greater than 15% more of the consolidated assets of the Company Conectiv and its Subsidiaries Subsidiaries, taken as a whole, sale of 15% or more of the shares of capital stock (including by way of a tender offer, share exchange or exchange offer) of Conectiv or any of its Subsidiaries (whose assets constitute 15% or more of the consolidated assets of Conectiv and its Subsidiaries, taken as a whole) or similar or comparable transactions involving Conectiv or any of its Subsidiaries, other than the transactions contemplated by this Agreement and the dispositions permitted under Section 4.1(f) of this Agreement (any such proposal or offer (other than a proposal or offer made by Parent or an affiliate thereof or such permitted dispositions) being hereinafter herein referred to as an "Acquisition Proposal"). The Company 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 cause its and its Subsidiaries' employees, agents and Representatives not to, directly or indirectly, (ii) engage in any negotiations or discussions concerning, or provide any confidential non-public information to any Person or data entity relating to, or have any discussions with, any Person relating to an Acquisition Proposal, or otherwise knowingly encourage or facilitate . Notwithstanding any effort or attempt to make or implement 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; 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 other provision of this Agreement by Agreement, the Board of Directors of Conectiv may furnish information (pursuant to a customary confidentiality agreement no more favorable, in the Companyaggregate, Cingular shall have the right to terminate this Agreement to the extent set forth party receiving information than the Confidentiality Agreement (it being understood that Conectiv may enter into a confidentiality agreement without a standstill or with a standstill provision less favorable to Conectiv if it waives or similarly modifies the standstill provision in Section 8.4(athe Confidentiality Agreement)) of this Agreement; and (ii) at any time prior to, but not afteror engage in discussions or negotiations with, the time this Agreement is adopted by the Company Requisite Vote, (A) providing information any Person in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors of the Company 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 CompanyPerson, if if, and only to the extent that, (x) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company Conectiv determines in good faith faith, after consultation with outside legal counsel counsel, that such action is reasonably necessary for the Board of Directors to act in order for a manner consistent with its directors to comply with their respective fiduciary duties under applicable Law, (y) law. Nothing contained in each case referred to in clause (B) this Section 5.5 shall prohibit Conectiv or (C) above, the its Board of Directors (i) from taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act or from making any legally required disclosure to the stockholders of the Company determines in good faith Conectiv with regard to an Acquisition Proposal or (after consultation with its financial advisor andii) from taking any actions contemplated by Section 5.1(b) or 7.1(f).

Acquisition Proposals. (a) The Company agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shalltheir respective officers, and that it shall cause its and its Subsidiaries' directors, employees, agents and representatives (any such Persons, including any investment banker, attorney or accountant ("Representatives"accountant, a “Representative”) retained by it or any of its Subsidiaries) not toshall, directly or indirectly, initiate, solicit or knowingly solicit, encourage or facilitate any inquiries or the making of any proposal or offer with respect to (a1) a merger, reorganizationconsolidation, share exchange, consolidation reorganization or similar other business combination transaction involving the Company, (b2) any purchase acquisition of an any equity interest representing an amount equal to or greater than a 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 (c3) any purchase acquisition of assets, securities assets of the Company or ownership interests any of its Subsidiaries representing an amount equal to or greater than 15% or more of the consolidated total assets of the Company and its Subsidiaries Subsidiaries, taken as a whole, 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 the officers and directors of it or its Subsidiaries their respective Representatives shall, and that it shall cause its and its Subsidiaries' employees, agents and Representatives not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential or non-public information or data to, or have engage or participate in any discussions or negotiations with, any Person relating to an Acquisition Proposal, or otherwise knowingly 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 its the Company Board of Directors 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; provided, however, that Proposal (but if any disclosure made to effect such disclosure compliance has the substantive effect of withdrawing, or modifying or qualifying the Directors' Recommendation in a any manner adverse to Cingular or the approval of this Agreement by Parent, the Board of Directors of the CompanyRecommendation or Board Approval or recommending or approving another Acquisition Proposal (each, Cingular a “Change In Recommendation”), Parent shall have the right to terminate this Agreement pursuant to the extent set forth in Section 8.4(a8.1(c)(i)) of this Agreement; and or (ii) at any time prior to, but not after, the time this Agreement is adopted purchase of Shares by Merger Sub pursuant to the Company Requisite Vote, Offer: (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 if (assuming, for this purpose only, that all references to “15% or more” in the Board definition of Directors such term were changed to “a majority”) which did not result from a breach of the Company receives from the Person so requesting such information an executed confidentiality agreement this Section 6.2 (other than standstill provisions) on customary termsa “Qualifying Acquisition Proposal”); (B) engaging or participating in any discussions or negotiations or discussions with any Person who has made an unsolicited bona fide written a Qualifying Acquisition Proposal if the Board of Directors of the Company receives from such Person an executed confidentiality agreement (other than standstill provisions) on customary termsProposal; or (C) approving or recommending such an unsolicited bona fide written to the holders of Shares a Qualifying Acquisition Proposal (or agreeing to the stockholders of the Companytake any such action), if and only to the extent that, (x1) in each such the case referred to of any action described in clause (A), (B) or (C) above, the Board of Directors of after consulting with outside legal counsel the Company Board determines in good faith after consultation with outside legal counsel that failing to take such action is necessary in order for its would constitute a breach by the directors to comply with of the Company of their respective 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 (yas defined in Section 9.7); (3) in each the case referred to of any action described in clause (B) or (C) above, the Company Board of Directors of the Company determines in good faith (and after consultation consulting with its financial advisor 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 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 case of clauses (A) and (B) only, is reasonably likely to lead to a Superior Proposal; and (4) before taking any of the actions described in clause (B) or (C) above, the Company shall have provided written notice to Parent of the 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 under this Agreement shall be sufficient if approved by a majority of the total number of members thereof at a meeting duly called and held and at which a quorum was present and acting throughout. (b) The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposal. The Company will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of a transaction with the Company to return or destroy all confidential information furnished prior to the execution of this Agreement to or for the benefit of such Person by or on behalf of the Company or any of its Subsidiaries and to destroy all summaries, analyses or extracts of or based upon such information in the possession of such Person or any of its Representatives. The Company agrees that it will take the necessary steps to promptly inform its Representatives of the obligations undertaken in this Section 6.2. None of the Company or any of its Subsidiaries will waive any provision of any confidentiality or standstill agreement to which it is a party without the prior written consent of Parent. (c) The Company agrees that it will notify Parent as promptly as practicable (and, in any event, within 24 hours) if any inquiries, proposals or offers with respect to any Acquisition Proposal or potential Acquisition Proposal are received by, any information relating thereto is requested from, or any discussions or negotiations relating thereto are sought to be initiated or continued with, it or any of its Representatives, indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposal or offer and thereafter shall keep Parent informed, on a current basis, as to the status and terms of any such proposal or offer and the status of any such discussions or negotiations. The Company also agrees to provide any information to Parent that it is providing to another Person pursuant to this Section 6.2 at the same time it provides it to such other Person. The Company agrees that during the three-business day periods described in subclause (4) of clause (ii) of the proviso in Section 6.2(a) and in Section 6.3, the Company shall negotiate in good faith with Parent with respect to any revisions to the terms of the transactions contemplated by this Agreement proposed by Parent. Any such revisions which Parent offers in writing to make which, if accepted by the Company, would be legally binding on the parties to this Agreement are referred to herein as “Revised Terms”. The Company agrees that any material amendment to any Qualifying Acquisition Proposal will be deemed to be a new Qualifying Acquisition Proposal for purposes of this Section 6.2 and Section 6.3, including the notice and three-business day periods referred to therein.

Acquisition Proposals. The Company agrees that neither it the --------------------- Company nor any of its Subsidiaries subsidiaries nor any of the respective officers and directors of it the Company or its Subsidiaries subsidiaries shall, and that it shall direct and use its best efforts to cause its and its Subsidiaries' employees, agents and representatives (including including, without limitation, any investment banker, attorney or accountant ("Representatives") retained by it the Company or any of its Subsidiariessubsidiaries) not to, initiate, solicit or encourage, directly or indirectly, initiate, solicit or knowingly encourage or facilitate any inquiries or the making of any proposal or offer (including, without limitation, any proposal or offer to shareholders of the Company) with respect to (a) a merger, reorganizationconsolidation, share exchange, consolidation exchange or similar transaction involving the Companyinvolving, (b) or any purchase of an equity interest representing an amount equal to all or greater than a 15% voting or economic interest in more of the assets or the equity securities of, the Company or (c) any purchase of assets, securities or ownership interests representing an amount equal to or greater than 15% of the consolidated assets of the Company and its Subsidiaries taken as a whole, subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition ----------- Proposal"). ) (it being understood that the initial press release relating to this -------- Agreement and the transactions contemplated hereby shall not be deemed an initiation, solicitation or encouragement of an Acquisition Proposal.) The Company further agrees that neither it nor any of its Subsidiaries subsidiaries nor any of the officers and directors of it or its Subsidiaries subsidiaries, shall, and that it shall direct and use its best efforts to cause its and its Subsidiaries' employees, agents and Representatives representatives (including, without limitation, 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 provide any confidential information or data to, or have any discussions with, any Person person relating to an Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that nothing contained in -------- ------- this Agreement shall prevent the Company or its Board of Directors from (iA) complying with its disclosure obligations under Sections Rules 14d-9 and 14e-2 of promulgated under 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 Board of Directors of the Company, Cingular shall have the right to terminate this Agreement to the extent set forth in Section 8.4(a) of this Agreement; and (ii) at any time prior to, but not after, the time this Agreement is adopted by the Company Requisite Vote, (AB) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors of the Company receives obtains from the Person so requesting such information an executed confidentiality agreement containing material terms no more favorable to a third-party than those contained in the Confidentiality Agreement (other than standstill provisions) on customary termsas defined in Section 3.4); (BC) 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 termsProposal; or (CD) recommending such an unsolicited bona fide written Acquisition Proposal to the stockholders shareholders of the Company, if and only to the extent that, (x) in each such case referred to in clause (AB), (BC) or (CD) above, the Board of Directors of the Company determines (i) in good faith faith, after consultation with outside legal counsel counsel, that such action is necessary in order for its directors to comply with their respective fiduciary duties under applicable Lawlaw, (yii) in each case good faith, that such Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account appropriate legal, financial and regulatory aspects of the proposal and the Person making the proposal and (iii) in good faith, after consultation with an investment banking firm of national standing, that such Acquisition Proposal is reasonably likely, if consummated, to result in a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in clause (B) this Agreement as a "Superior Proposal"). The Company will immediately cease ----------------- and cause to be terminated any existing activities, discussions or (C) above, the Board of Directors negotiations with any parties conducted heretofore with respect to any of the foregoing. The Company determines will take the necessary steps to inform the individuals or entities referred to in good faith (after consultation the first sentence hereof of the obligations undertaken in this Section 3.2. The Company will notify Purchaser immediately 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 representatives. The Company will further identify the offeror and furnish to Purchaser a copy of any such inquiry or proposal, if it is in writing, or shall inform Purchaser of the material terms of any such inquiry or proposal, if it is oral, and shall promptly advise Purchaser of any material development relating to such inquiry or proposal. The Company also will promptly request each person which has heretofore executed a confidentiality agreement in connection with its financial advisor andconsideration of acquiring the Company to return all confidential information heretofore furnished to such person by or on behalf of the Company.

Acquisition Proposals. The (a) Each of the Company and Parent agrees that neither it nor shall not, and it shall not permit any of its Subsidiaries nor or any of the officers and directors of it or its Subsidiaries shallto, and that it shall direct and cause its and its Subsidiaries' ’ employees, agents and representatives (including any investment banker, attorney or accountant ("Representatives") retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit or knowingly solicit, encourage or otherwise knowingly facilitate any inquiries or the making by any third party of any proposal or offer with respect to (a) a purchase, merger, reorganization, share exchange, consolidation consolidation, amalgamation, arrangement or similar transaction involving the Company, (b) any purchase of an equity interest representing an amount equal to or greater than a 15% voting or economic interest in the Company or (c) any purchase of assets, securities or ownership interests representing an amount equal to or greater than 15% material portion of the consolidated assets of the Company and its Subsidiaries taken as a whole, or Parent or fifteen percent (15%) or more of any equity securities of the Company or Parent (any such proposal or offer being hereinafter referred to as an "“Acquisition Proposal"”). The 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 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 provide any confidential information or data to, or have any discussions with, any Person relating to an Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Company or its Parent, or their respective Board of Directors Directors, from (iA) complying with its disclosure obligations Rule 14a-9, Rule 14d-9 or Rule 14e-2 promulgated under Sections 14d-9 and 14e-2 of the Exchange Act with regard to an Acquisition Proposal; providedProposal and, however, that if such disclosure has in the effect case of withdrawing, modifying or qualifying the Directors' Recommendation in a manner adverse to Cingular or the approval of this Agreement by the Company and its Board of Directors Directors, from complying with Section 99 of the Company, Cingular shall have Ontario Securities Act and similar provisions of the right 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 terminate this Agreement to Section 143 of the extent set forth in Section 8.4(a) of this AgreementCBCA; and (iiB) at any time prior tobefore, but not after, the time this Agreement Company Meeting, in the case of the Company, or the Parent Meeting, in the case of Parent, is adopted by the Company Requisite Voteconvened, (A) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors of the Company or Parent, 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 (other than standstill provisions) on customary termsas defined in Section 6.7); (BC) 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 termsProposal; or (CD) recommending such an unsolicited bona fide written Acquisition Proposal to the shareholders of the Company or the stockholders of Parent, as the Companycase may be, if and only to the extent that, (xi) in each such case referred to in clause (AB), (BC) or (CD) above, the Board of Directors of the Company or Parent, as the case may be, determines in good faith after consultation with outside legal counsel that such action is necessary in order for failure to do so would be inconsistent with its directors to comply with their respective fiduciary duties under applicable Law, Law and (yii) in each case referred to in clause (BC) or (CD) above, the Board of Directors of the Company or Parent, as the case may be, determines in good faith (after consultation with its financial advisor andadvisor) 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 of Parent, as the case may be, from a financial point of view than the transactions contemplated by this 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, discussions or negotiations with 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 inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, any of its representatives, indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers and thereafter shall keep Parent, in the case of the Company, and the Company, in the case of Parent, informed, on a current basis, of the status and terms of any such proposals or offers and the status of any such discussions or negotiations. (b) Each of Parent and the Company shall promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring it or any of its Subsidiaries to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries. Neither Parent nor the Company shall terminate, amend, modify or waive any provision of any confidentiality or standstill or similar agreement to which the Company, Parent or any of their respective Subsidiaries is a party. Each of Parent and the Company shall enforce, to the fullest extent permitted under applicable Law, the provisions of any such agreements, including using reasonable best efforts to obtain injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court having jurisdiction.

Acquisition Proposals. (a) The Company agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or any of its Subsidiaries shall, and that it shall cause its and its Subsidiaries' ’ employees, agents and representatives (representatives, including any investment banker, attorney or accountant ("Representatives") retained by it or any of its Subsidiaries) Subsidiaries (“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 (a1) a merger, reorganization, share exchange, consolidation or similar transaction involving the Company, (b2) any purchase of an equity interest representing or interests representing, in the aggregate, an amount equal to or greater than a 15% voting or economic interest in the Company or (c3) any purchase of assets, securities or ownership interests representing an amount equal to or greater than 15% of the consolidated assets of the Company and its Subsidiaries Subsidiaries, taken as a whole, 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 the officers and directors of it or any of its Subsidiaries shall, and that it shall cause its and its Subsidiaries' employees, agents and ’ Representatives not to, directly or indirectly, engage in have any negotiations concerningdiscussions with, or provide any confidential information or data to, or have engage in any discussions negotiations with, any Person relating to an Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt by any Person other than Parent and Merger Sub to make or implement 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; provided, further, however, that if such disclosure has the substantive effect of withdrawing, modifying or qualifying the Directors' ’ Recommendation in a manner adverse to Cingular Parent or the approval adoption of this Agreement by the Board of Directors of the Company, Cingular Parent shall have the right to terminate this Agreement to the extent as set forth in Section 8.4(a) of this Agreement); and (ii) at any time prior to, but not after, 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 written Acquisition Proposal if the Board of Directors of the Company receives from the Person so requesting such information an executed confidentiality agreement (other than excluding standstill provisions) on customary terms; (B) engaging in any discussions or 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 excluding standstill provisions) on customary terms; or (C) recommending or agreeing to recommend such an unsolicited bona fide written Acquisition Proposal to the stockholders shareholders of the Company, if and only to the extent that, (x) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that such action is necessary in order for its directors to comply with their respective fiduciary duties under applicable Law, ; (y) in each the case referred to in clause (B) or (C) above, the Board of Directors of the Company determines in good faith (after consultation with its financial advisor and outside counsel), taking into account all legal, financial and regulatory aspects of the proposal, the likelihood of obtaining financing, and the Person making the proposal, that such Acquisition Proposal, if consummated, is more favorable, from a financial point of view (taking into account the likelihood of consummation), to the Company’s shareholders than the transactions contemplated by this Agreement, in each case taking into account any revisions to the terms of the transactions contemplated by this Agreement pursuant to Section 6.2(c); and (z) in the case of clause (C), Parent shall have had written notice of the Company’s intention to take the action referred to in clause (C) (a “Notice of Superior Proposal”) at least five business days prior to the taking of such action by the Company and the Company shall have complied with the provisions of Section 6.2(c); provided, that any more favorable Acquisition Proposal referred to in clause (y) above must involve at least 50% of the assets or equity securities of the Company rather than the 15% used in the definition of Acquisition Proposal (any such more favorable Acquisition Proposal being referred to in this Agreement as a “Superior Proposal”). (b) The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposal. The Company will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of a transaction with the Company to return or destroy all confidential information furnished prior to the execution of this Agreement to or for the benefit of such Person by or on behalf of the Company or any of its Subsidiaries. The Company agrees that it will take the necessary steps to promptly inform its Representatives of the obligations undertaken in this Section 6.2. (c) The Company agrees that it will notify Parent as promptly as practicable (and, in any event, within 24 hours) if any inquiries, proposals or offers with respect to any Acquisition Proposal or potential Acquisition Proposal are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, it or any of its Representatives, indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposal or offer and thereafter shall keep Parent informed, on a current basis, on the status and terms of any such proposal or offer and the status of any such discussions or negotiations. The Company agrees that (i) during the five-business day period prior to its taking any action referred to in clause (ii)(C) of the proviso in Section 6.2(a) with respect to an Acquisition Proposal, the Company and its Representatives shall negotiate in good faith with Parent and its Representatives regarding any revisions to the terms of the transaction contemplated by this Agreement proposed by Parent and (ii) the Company may take any such action with respect to an Acquisition Proposal that was a Superior Proposal only if such Acquisition Proposal continues to be a Superior Proposal in light of any revisions to the terms of the transaction contemplated by this Agreement to which Parent shall have agreed prior to the expiration of such five business-day period; provided that no such Acquisition Proposal shall be deemed to be a Superior Proposal for purposes of this Section 6.2 if (A) Parent shall have agreed to revisions to the transactions contemplated by this Agreement and (B) the Board of Directors of the Company shall not have reasonably determined in good faith that such transactions as so revised are not substantially equivalent to or better than such Acquisition Proposal, from a financial point of view (taking into account the likelihood of consummation), to the shareholders of the Company. The Company agrees that it will deliver to Parent a new Notice of Superior Proposal with respect to each Acquisition Proposal that has been materially revised or modified prior to taking any action to recommend or agreeing to recommend such Acquisition Proposal to the shareholders of the Company and that a new five business-day period shall commence, for purposes of this Section 6.2(c), with respect to each such materially revised or modified Acquisition Proposal from the time Parent receives a Notice of Superior Proposal with respect thereto. The Company also agrees to provide any information to Parent that it is providing to another Person pursuant to this Section 6.2 at the same time it provides it to such other Person.

Acquisition Proposals. The Company agrees that neither it nor any (a) SJW shall, and shall instruct each of its Subsidiaries nor and Representatives (as defined below) to, immediately cease all existing discussions or negotiations, if any, with any of the officers and directors of it parties conducted heretofore with respect to any Acquisition Proposal (as defined below). SJW shall not directly or its Subsidiaries shallindirectly, and that it shall cause its and its Subsidiaries' , officers, directors, employees, representatives, agents and representatives (affiliates, including any investment bankerbankers, attorney or accountant attorneys and accountants ("Representatives") retained by it SJW or any of its Subsidiaries) Subsidiaries or affiliates, not to, directly or indirectly, (i) solicit, initiate, solicit or knowingly encourage or otherwise facilitate (including by way of furnishing information) any inquiries or the making of proposals that constitute, or could reasonably be expected to lead to, any inquiry, proposal or offer with respect (or any improvement, restatement, amendment, renewal or reiteration thereof) from any Person relating to (a) any direct or indirect acquisition or purchase of SJW or any of its Subsidiaries, a merger, reorganizationrecapitalization, share exchangeconsolidation, consolidation or similar transaction involving the Companybusiness combination, (b) any purchase sale of an equity interest representing an amount equal to or greater than a 15% voting or economic interest in the Company or (c) any purchase of assets, securities or ownership interests representing an amount equal to or greater than 15% significant portion of the consolidated assets of the Company SJW and its Subsidiaries Subsidiaries, taken as a whole, sale of 10% or more of the shares of capital stock (including by way of a tender offer, share exchange or exchange offer) or similar or comparable transactions involving SJW or any of its Subsidiaries, other than the transactions contemplated by 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 hereinafter herein referred to as an "Acquisition Proposal"). The Company 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 cause its and its Subsidiaries' employees, agents and Representatives not to, directly or indirectly, (ii) engage in any negotiations or discussions concerning, or provide any confidential non-public information or data to, or have any discussions with, to any Person relating to an to, any Acquisition Proposal. Notwithstanding any other provision of this Agreement, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement 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 SJW may, at any time prior 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 Board shareholders of Directors of the CompanySJW, Cingular shall have the right to terminate this Agreement to the extent set forth in Section 8.4(a) of this Agreement; and (ii) at any time prior to, but not after, 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 written Acquisition Proposal if the Board of Directors of the Company 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, if and only to the extent that, (x) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that such action is 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 of the Company determines in good faith (after consultation with its financial advisor andfurnish

Acquisition Proposals. The Company 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 use its best efforts to cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant ("Representatives") retained by it or any of its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit or knowingly solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer with respect to (a) a merger, reorganization, share exchange, consolidation or similar transaction involving the Companyinvolving, (b) or any purchase of an equity interest representing an amount equal to all or greater than a 15% voting or economic interest in the Company or (c) any purchase of assets, securities or ownership interests representing an amount equal to or greater than 15% significant portion of the consolidated assets or any equity securities of, it or any of the Company and its Subsidiaries taken as a whole, (any such proposal or offer being hereinafter referred to as an "Acquisition ProposalACQUISITION PROPOSAL"). The Company 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 cause its and its Subsidiaries' employees, agents and Representatives not to, directly or indirectly, (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to an Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an Acquisition Proposal; providedPROVIDED, howeverHOWEVER, that nothing contained in this Agreement shall prevent the Company or its Board board of Directors directors from (iA) complying with its disclosure obligations Rule 14e-2 promulgated under Sections 14d-9 and 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 Board of Directors of the Company, Cingular shall have the right to terminate this Agreement to the extent set forth in Section 8.4(a) of this Agreement; and (ii) at any time prior to, but not after, the time this Agreement is adopted by the Company Requisite Vote, (AB) providing information in response to a request therefor there for by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board board of Directors of the Company directors receives from the Person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreements (other than standstill provisions) on customary termsas defined in Section 9.7); (BC) 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 termsProposal; or (CD) recommending such an unsolicited bona fide written Acquisition Proposal to the stockholders of the Company, if and only to the extent that, (x) in each such case referred to in clause (AB), (BC) or (CD) above, (i) the Board board of Directors directors of the Company determines in good faith after consultation with outside legal counsel that such action is necessary in order for its directors to comply with their respective fiduciary duties under applicable Lawlaw and, (y) in each the case referred to in clause (B) or (CD) above, (ii) the Board board of Directors directors of the Company determines believes in good faith (after consultation with its financial advisor andadvisor) that such Acquisition Proposal is reasonably likely to be consummated, and would, if consummated, result in a transaction more favorable to the Company's stockholders than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "SUPERIOR PROPOSAL"). The Company 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 of the foregoing. The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section 6.3 and in the Confidentiality Agreements. The Company agrees that it will notify Parent promptly, but in no event more than 24 hours, after any such inquiries, proposals or offers are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, any of its representatives and thereafter shall keep Parent informed, on a current basis, on the status of any such negotiations or discussions (but not including the identity of any third party or the terms and conditions of any such offer or proposal). The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring it or any of its Subsidiaries to return all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries.

Acquisition Proposals. The Company agrees that neither it nor any of its Subsidiaries nor any of the its or their respective officers and directors of it or its Subsidiaries shall, and that it the Company shall direct and use its best efforts to cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant ("Representatives") retained by it or any of its Subsidiaries) (such officers, directors, employees, agents and representatives sometimes collectively referred to herein as "Representatives") not to, directly or indirectly, initiate, solicit or knowingly solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer with respect to (a) a mergeran amalgamation, reorganization, share exchange, consolidation or similar transaction involving the Companyinvolving, (b) or any purchase of, 5% or more of an the assets or any equity interest representing an amount equal to or greater than a 15% voting or economic interest in securities of, the Company or (c) any purchase of assets, securities or ownership interests representing an amount equal to or greater than 15% of the consolidated assets 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 their respective officers and directors of it or its Subsidiaries shall, and that it the Company shall direct and cause its and its Subsidiaries' employees, agents and Representatives 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 provide any confidential information or data to, or have any discussions with, any Person relating to to, an Acquisition Proposal, whether made before or after the date of this Agreement, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement 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; 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 Board of Directors of the Company, Cingular shall have the right to terminate this Agreement to the extent set forth in Section 8.4(a) of this Agreement; and (ii) at any time prior to, but not after, 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 written Acquisition Proposal if the Board of Directors of the Company receives from the Person so requesting such information an executed confidentiality agreement on terms equivalent to those contained in the Confidentiality Agreement (other than standstill provisions) on customary termsas defined in Section 9.7); (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 termsProposal; or (C) recommending such an unsolicited bona fide written Acquisition Proposal to the stockholders of the Company, if and only to the extent that, prior to taking any such action (xi) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith after consultation with receipt of a written opinion from its outside legal counsel experienced in such matters under applicable Law that such action is necessary in order for its directors to comply with their respective fiduciary duties under applicable Law, Law and (yii) in each case referred to in clause (B) or (C) above, the Board of Directors of the Company determines in good faith (after consultation with its financial advisor andadvisor) 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 would, if consummated, result in a transaction superior to the transaction contemplated by this Agreement (any such superior Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"). The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. The Company agrees that it will take the necessary steps to promptly inform its Representatives of the obligations undertaken in this Section 6.2 and in the Confidentiality Agreement. The Company will notify Parent immediately (but, in any event, no less than 24 hours thereafter) if any Acquisition Proposal or inquiry related thereto is received by, any information is requested from, or any discussions or negotiations are sought to be initiated or continued with, the Company or any of its Representatives relating to an Acquisition Proposal, indicating the name of such Person and the material terms and conditions of any Acquisition Proposal and thereafter shall keep Parent informed, on a current basis, of the status and terms of any such Acquisition Proposal and the status of any such negotiations or discussions. The Company also will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal to return all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries.

Acquisition Proposals. The Company (a) From the date hereof through the earlier of the Closing Date and the date of termination of this Agreement pursuant to Article 11, as applicable, Seller agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shallshall not, and that it shall cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant ("Representatives") retained by it or any of its Subsidiaries) 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 (a) a merger, reorganization, share exchange, consolidation or similar transaction involving the Company, (b) any purchase of an equity interest representing an amount equal to or greater than a 15% voting or economic interest in the Company or (c) any purchase of assets, securities or ownership interests representing an amount equal to or greater than 15% of the consolidated assets 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 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 solicit, initiate, encourage or accept any negotiations concerninginquiries, proposals, offers or provide any confidential information or data to, or have any discussions with, other indications of interest from any Person relating with respect to an Acquisition ProposalProposal (as defined below); participate in any discussions, conversations, negotiations or otherwise knowingly encourage other communications with any Person (other than Seller’s Representatives acting in an advisory, agency or facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Company or its Board of Directors from (isimilar capacity) complying with its disclosure obligations under Sections 14d-9 and 14e-2 of the Exchange Act with regard respect to an Acquisition Proposal; furnish any information to any Person (other than Seller’s Representatives acting in an advisory, agency or similar capacity) in connection with an Acquisition Proposal; otherwise assist, facilitate or encourage the making of, or cooperate in any way regarding, any inquiry, proposal, offer or other indication of interest by any Person with respect to an Acquisition Proposal; enter into any term sheet, letter of intent, agreement or other non-binding or binding understanding or arrangement with, or accept or agree to any offer or proposal by or from, any Person other than Buyer with respect to an Acquisition Proposal; or, without the prior written consent of Buyer, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which Seller or any of its Affiliates is a party that relates to a possible Acquisition Proposal. (b) For purposes of this Section 5.04, “Acquisition Proposal” means the acquisition, purchase or other transfer of all or any material part of the On-Risk Business or the Company by way of share sale, spin-off, asset sale, liability assumption, bulk reinsurance, reinsurance, coinsurance, merger, reorganization, share exchange, share purchase, consolidation, plan of arrangement, joint venture, other business combination transaction or any other transfer of assets or liabilities (an “Acquisition Transaction”), but shall not include the Contemplated Transactions, this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby; provided, however, however that if such disclosure has the effect nothing herein shall prohibit or otherwise limit Seller’s consideration of withdrawing, modifying any Acquisition Transaction involving Seller or qualifying the Directors' Recommendation in a manner adverse to Cingular or the approval of this Agreement by the Board of Directors of its Affiliates (other than the Company, Cingular shall have the right ) or any other transaction relating to terminate this Agreement to the extent set forth in Section 8.4(a) of this Agreement; and (ii) at any time prior to, but not afterSeller, the time this Agreement principal purpose of which is adopted by not the Company Requisite Vote, (A) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors acquisition of the Company receives from or 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, if and only to the extent that, (x) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that such action is 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 of the Company determines in good faith (after consultation with its financial advisor andOn-Risk Business.

Acquisition Proposals. The Company Protection One 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 use its best efforts to cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant ("Representatives") retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit or knowingly solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer with respect to (a) a merger, reorganization, share exchange, consolidation or similar transaction involving the Companyinvolving, (b) or any purchase of an equity interest representing an amount equal to all or greater than a 15% voting or economic interest in the Company or (c) any purchase of assets, securities or ownership interests representing an amount equal to or greater than 15% significant portion of the consolidated assets or any equity securities of, it or any 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 Protection One 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 use its best efforts to cause its and its Subsidiaries' employees, agents and Representatives 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 provide any confidential information or data to, or have any discussions with, any Person relating to an Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Company Protection One or its Board of Directors from (iA) complying with its disclosure obligations Rule 14e-2 promulgated under Sections 14d-9 and 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 Board of Directors of the Company, Cingular shall have the right to terminate this Agreement to the extent set forth in Section 8.4(a) of this Agreement; and (ii) at any time prior to, but not after, the time this Agreement is adopted by the Company Requisite Vote, (AB) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors of the Company receives from the Person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (other than standstill provisions) on customary termsas defined in Section 3.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; (BC) 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 termsProposal; or (CD) recommending such an unsolicited bona fide written Acquisition Proposal to the stockholders of the Company, Protection One if and only to the extent that, (x) in each such case referred to in clause (A), (BB),(C) or (CD) above, the Board of Directors of the Company Protection One determines in good faith after consultation with outside legal counsel that such action is necessary in order for its directors to comply with their respective fiduciary duties under applicable Lawlaw. Protection One agrees that it will immediately cease and cause to be terminated any existing activities, (y) discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Protection One agrees that it will take the necessary steps to promptly in each case form the individuals or entities referred to in clause (B) the first sentence hereof of the obligations undertaken in this Section 3.2 and in the Confidentiality Agreement. Protection One agrees that it will notify Western immediately if any such inquiries, proposals or (C) aboveoffers are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, any of its representatives indicating, in connection with such notice, the Board name of Directors such Person. Protection One further agrees that it will notify Western of the Company determines material terms and conditions of any Acquisition Proposal at least 72 hours prior to the execution by Protection One of any letter of intent or agreement with respect to such Acquisition Proposal. Protection One also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in good faith (after consultation connection with its financial advisor andconsideration of acquiring it or any of its Subsidiaries to return all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries.

Acquisition Proposals. The Company agrees that neither it 4.4.1 ECS and Members shall not, nor shall they permit or authorize any of its their Representatives or the Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant ("Representatives") retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit or knowingly solicit, encourage or otherwise facilitate (including by way of furnishing confidential information) any inquiries or the making of any proposal or offer offer, with respect to (ai) a any merger, reorganization, share exchange, consolidation business combination, recapitalization, consolidation, liquidation, dissolution or similar transaction involving the any Company, (bii) any sale, lease, exchange, mortgage, pledge, transfer or purchase of a significant portion of the Assets or any Asset material to the Businesses (other than the sale of Inventory or obsolete PP&E, which has been replaced by all substitute PP&E necessary to continue to operate the Businesses in the Ordinary Course of Business) or Equity Securities of any Company or Entity Member, (iii) any purchase of an equity interest representing an amount equal to or greater than a 15% voting sale of, or economic interest in the Company tender offer or (c) any purchase of assets, securities or ownership interests representing an amount equal to or greater than 15% of the consolidated assets of the Company and its Subsidiaries taken as a whole, exchange offer for Unit Equivalents (any such proposal or offer being hereinafter referred to as an "“Acquisition Proposal"”). The Company further agrees that neither it ECS and the Members shall not, nor shall they permit or authorize any of its their Representatives or the Subsidiaries nor any of the 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, (a) engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions or conversations with, any Person relating to an Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement or accept an Acquisition Proposal; provided, howeveror (b) enter into any letter of intent or similar document contemplating, that nothing contained in this Agreement shall prevent the Company or its Board of Directors from (i) complying enter into any agreement with its disclosure obligations under Sections 14d-9 and 14e-2 of the Exchange Act with regard to respect to, an Acquisition Proposal; provided. Without limiting the foregoing, however, it is agreed 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 Board of Directors any violation of the Company, Cingular shall have the right to terminate this Agreement to the extent restrictions set forth in Section 8.4(a) this paragraph by any Representative, whether or not such Person is purporting to act on behalf of any Company or Member or otherwise, shall be deemed to be a breach of this Agreement; Section 4.4 by ECS and the Members. 4.4.2 Members’ Representative will promptly (iiand in any event within two (2) at Business Days) notify Parent in writing of the existence of any time prior proposal, discussion, negotiation or inquiry received by any Company, any Member or any of their Representatives with respect to any Acquisition Proposal, and the Members’ Representative will immediately communicate to Parent the terms of any proposal, discussion, negotiation or inquiry which it or they may receive (including a copy of any such proposal) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. 4.4.3 The Companies and Members will, and will cause their Representatives to, but not afterimmediately cease and cause to be terminated any existing activities, discussions or negotiations with any Person(s) conducted heretofore with respect to any Acquisition Proposal. In addition, the time this Agreement is adopted by the Company Requisite Vote, (A) providing information in response to a Companies shall promptly request therefor by a that each Person who has made heretofore received information in connection with such Person’s consideration of an unsolicited bona fide written Acquisition Proposal if return or destroy all confidential information heretofore furnished to such Person by or on behalf of any Company or any Member. Neither ECS nor the Board Members shall, and each of Directors which shall cause the Subsidiaries not to, release any third party from, or waive any provision of, any confidentiality or standstill agreement to which any Company or Member is a party. ECS and the Members agree that they will take the necessary steps to promptly inform their Representatives of the Company receives from the Person so requesting such information an executed confidentiality agreement (other than standstill provisions) on customary terms; (B) engaging obligations undertaken by ECS and Members 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, if and only to the extent that, (x) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that such action is 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 of the Company determines in good faith (after consultation with its financial advisor andthis Section 4.4.

Acquisition Proposals. (a) The Company agrees that neither it shall not nor shall any of its Subsidiaries nor subsidiaries or any of the officers and directors of it the Company or its Subsidiaries shall, and that it shall cause subsidiaries nor any of its and or its Subsidiariessubsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant ("Representatives") retained by it or any of its Subsidiaries) not tosubsidiaries), directly or indirectly, initiate, solicit solicit, encourage or knowingly encourage or facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to (a) a merger, reorganization, share exchange, consolidation consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Companyinvolving, (b) or any purchase or sale of an equity interest representing an amount equal to all or greater any significant portion of the assets or more than a 15% voting or economic interest in the Company or (c) any purchase of assets, securities or ownership interests representing an amount equal to or greater than 1510% of the consolidated Company Common Stock or the assets or capital stock of the Company and any of its Subsidiaries taken as a whole, subsidiaries (any such proposal or offer (other than a proposal or offer made by Parent or an affiliate thereof) being hereinafter referred to as an "Acquisition Proposal"). The Company further agrees that neither it nor any of its Subsidiaries subsidiaries nor any of the officers and directors of it or its Subsidiaries subsidiaries shall, and that it shall direct and use its best efforts to cause its and its Subsidiariessubsidiaries' employees, agents and Representatives representatives (including any investment banker, attorney or accountant retained by it or any of its subsidiaries) not to, directly or indirectly, engage in have any negotiations concerning, discussion with or provide any confidential information or data to, or have any discussions with, to any Person relating to an Acquisition Proposal, or otherwise engage in any negotiations concerning an Acquisition Proposal, or knowingly encourage or facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal; provided. Notwithstanding the foregoing, 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; providedshall be permitted, 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 Board of Directors of the Company, Cingular shall have the right to terminate this Agreement to the extent set forth in Section 8.4(a) of this Agreement; and (ii) at any time prior to, but not after, 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 written Acquisition Proposal by any Person, to engage in any discussions or negotiations with, or provide any information to, any Person in response to an unsolicited bona fide written Acquisition Proposal by any such Person, if and only to the extent that: (i) the Company Special Meeting shall not have occurred; (ii) the Board of Directors of the Company receives from the Person so requesting concludes in good faith that such information an executed confidentiality agreement Acquisition Proposal could reasonably be expected to constitute a Superior Proposal (other than standstill provisionsas defined in Section 10.8(a) on customary termsbelow); (Biii) engaging in prior to providing any negotiations information or discussions with data to any Person who has made in connection with an unsolicited bona fide written Acquisition Proposal if by any such Person, the Company Board of Directors of the Company receives from such Person an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement; and (other than standstill provisionsiv) on customary terms; at least two days prior to providing any information or (C) recommending such an unsolicited bona fide written Acquisition Proposal data to any Person or entering into discussions or negotiations with any Person, the stockholders Board of Directors of the CompanyCompany notifies Parent promptly of such inquiries, if proposals or offers received by, any such information requested from, or any such discussions or negotiations sought to be initiated or continued with, any of its representatives indicating, in connection with such notice, the name of such Person and only the material terms and conditions of any proposals or offers. The Company agrees that it will keep Parent informed, on a current basis, of the status and terms of any such proposals or offers and the status of any such discussions or negotiations. The Company 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. The Company agrees that it will take the extent that, (x) in each such case necessary steps to promptly inform the individuals or entities referred to in clause the first sentence of this Section 7.9 of the obligations undertaken in this Section 7.9 and that any breach of the provisions of this Section 7.9 by any officer or director of the Company or its subsidiaries or any investment banker, financial advisor, attorney, accountant or other representative of the Company or its subsidiaries will be deemed a breach by the Company. (A)b) Except as permitted in this Section 7.9, neither the Board of Directors of the Company nor any committee thereof shall (i) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to Parent, or take any action not explicitly permitted by this Agreement that would be inconsistent with, the approval or recommendation by such Board of Directors or such committee of the transactions contemplated by this Agreement, (Bii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal, or (Ciii) abovecause the Company to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement (each, an "Acquisition Agreement") related to any Acquisition Proposal. Notwithstanding the foregoing, in the event that prior to the vote on the transactions at the Company Special Meeting, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel faith, that such action is 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) abovean Acquisition Proposal constitutes a Superior Proposal, the Board of Directors of the Company determines may (x) withdraw or modify its approval or recommendation of the Transactions in good faith connection with the Company Special Meeting, (after consultation y) approve or recommend a Superior Proposal and (z) if it so chooses, cause the Company to enter into an Acquisition Agreement with respect to such Superior Proposal but, in each of the case, only at a time that is after: (A) the fifth (5th) day following Parent's receipt of written notice from the Company advising Parent that the Board of Directors of the Company has received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal, identifying the person making such Superior Proposal, and advising Parent that the Board of Directors, of the Company has determined that it will no longer recommend approval of the Transactions; (B) the Company has paid the Termination Fee (as defined in Section 9.3(b)) to Parent; and (C) the Company has terminated this Agreement in accordance with its financial advisor andterms.

Acquisition Proposals. (a) The Company 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 use its best efforts to cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant ("Representatives") retained by it or any of its Subsidiaries) 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 (a) a merger, reorganization, share exchange, consolidation or similar transaction involving the Companyinvolving, (b) or any purchase of an equity interest representing an amount equal to all or greater than a 1510% voting or economic interest in the Company or (c) any purchase of assets, securities or ownership interests representing an amount equal to or greater than 15% more of the consolidated assets or any equity securities of, it or any 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 officers and directors of it or its Subsidiaries shall, and that it shall direct and use its best efforts to cause its and its Subsidiaries' employees, agents and Representatives 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 provide any confidential information or data to, or have any discussions with, any Person relating to an Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Company or its Board board of Directors directors from (iA) complying with its disclosure obligations under Sections Rules 14d-9 and 14e-2 of promulgated under 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 Board of Directors of the Company, Cingular shall have the right to terminate this Agreement to the extent set forth in Section 8.4(a) of this Agreement; and (ii) at any time prior to, but not after, the time this Agreement is adopted by the Company Requisite Vote, (AB) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board board of Directors of the Company directors receives from the Person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (other than standstill provisions) on customary termsas defined in Section 9.7), except that such confidentiality agreement may provide that such Person shall not be prohibited from submitting an Acquisition Proposal to the board of directors of the Company; (BC) 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 termsProposal; or (CD) recommending such an unsolicited bona fide written Acquisition Proposal to the stockholders of the Company, if and only to the extent that, (xi) in each such case referred to in clause (AB), (BC) or (CD) above, the Board board of Directors directors of the Company determines in good faith after consultation with outside legal counsel that such action is necessary in order for its directors to comply with their respective fiduciary duties under applicable Law, law and (yii) in each case referred to in clause (BC) or (CD) above, the Board board of Directors directors of the Company determines in good faith (after consultation with its financial advisor 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 would, if consummated, result in a transaction more favorable to the Company's stockholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"). The Company 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. The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section 6.2. The Company agrees that it will notify Parent immediately if any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, any of its representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers and thereafter shall keep Parent informed, on a current basis, on the status and terms of any such proposals or offers and the status of any such discussions or negotiations. The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring it or any of its Subsidiaries to return all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries. (b) Notwithstanding anything in this Section 6.2 to the contrary, if, at any time prior to obtaining the Company Requisite Vote, the Company's board of directors determines in good faith, on the basis of the advice of its financial advisors and outside counsel, in response to an Acquisition Proposal that was unsolicited and that did not otherwise result from a breach of Section 6.2(a), that such proposal is a Superior Proposal, the Company or its board of directors may terminate this Agreement if, and only if, the Company shall substantially concurrently with such termination enter into a definitive agreement containing the terms of a Superior Proposal; provided, however, that the Company shall not terminate this Agreement pursuant to this sentence, and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company shall have complied with (i) all the provisions of this Section 6.2, including the notification provisions in this Section 6.2, (ii) the following proviso, and

Acquisition Proposals. (a) The Company agrees that neither it nor any of its Subsidiaries Subsidiaries, nor any of the officers and directors of it or its Subsidiaries any of them shall, and that it shall direct and use its reasonable efforts to cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant ("Representatives") retained by it them or any of its their Subsidiaries) 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 (a) a merger, reorganization, share exchange, consolidation or similar transaction involving the Companytransaction, (b) or any purchase of an all or 10% or more of the assets or any equity interest representing an amount equal to or greater than a 15% voting or economic interest in securities of the Company or (c) any purchase of assets, securities or ownership interests representing an amount equal to or greater than 15% of the consolidated assets of the Company and its Subsidiaries taken as a whole, (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), it being understood that any such activities engaged in prior to the date of this Agreement do not violate this Section 6.9. The Company further agrees that from and after the date hereof neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries any of them shall, and that it shall direct and use its reasonable efforts to cause its and its Subsidiaries' employees, agents and Representatives representatives (including any investment banker, attorney or accountant retained by them or any of their Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person person relating to an Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Company or its Board of Directors from (iA) complying with its disclosure obligations under Sections Rules 14d-9 and 14e-2 of promulgated under 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 Board of Directors of the Company, Cingular shall have the right to terminate this Agreement to the extent set forth in Section 8.4(a) of this Agreement; and (ii) at any time prior to, but not after, the time this Agreement is adopted by the Company Requisite Vote, (AB) providing information in response to a request therefor by a Person who has made an unsolicited a bona fide written Acquisition Proposal that was not solicited in violation of this Section 6.9(a) if the Board of Directors of the Company receives from the Person so requesting such information an executed confidentiality agreement (other than standstill provisions) on customary termsterms substantially similar to those contained in the Confidentiality Agreement; (BC) engaging in any negotiations or discussions with any Person person who has made an unsolicited a bona fide written Acquisition Proposal if the Board that was not solicited in violation of Directors of the Company receives from such Person an executed confidentiality agreement (other than standstill provisions) on customary termsthis Section 6.9(a); or (CD) recommending such an unsolicited bona fide written Acquisition Proposal to the stockholders of the Company, if and only to the extent that, (xi) in each such case referred to in clause (AB), (BC) or (CD) above, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that such action is necessary in order for consistent with its directors to comply with their respective directors' fiduciary duties under applicable Law, law and (yii) in each case referred to in clause (BC) or (CD) above, the Board of Directors of the Company determines in good faith (after consultation with its financial advisor andadvisor) 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 would, if consummated, result in a transaction or a combination of transactions more favorable to the Company's stockholders from a financial point of view than the transactions contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"). The Company 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. The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section 6.9. The Company agrees that it will notify Parent by the end of the next business day following receipt if any such inquiries, proposals or offers relating to an Acquisition Proposal are received by, any such A-39 45 information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, any of its representatives indicating, in connection with such notice, the name of such person (unless disclosure of such name is precluded by the terms of the proposal or offer in question) and the material terms and conditions of any proposals or offers and thereafter shall keep Parent informed, on a current basis, on the status and terms of any such proposals or offers and the status of any such discussions or negotiations. The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring it or any of its Subsidiaries to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries. (b) Notwithstanding anything in this Section 6.9 to the contrary, if, at any time prior to obtaining the Company stockholders' approval of the Merger, the Company's Board of Directors determines in good faith, on the basis of the advice of its financial advisors and outside counsel, in response to an Acquisition Proposal that did not result from a breach of Section 6.9(a), that such proposal is a Superior Proposal, the Company or its Board of Directors may terminate this Agreement if, and only if, the Company shall prior to or promptly following such termination enter into a definitive agreement containing the terms of a Superior Proposal; provided, however, that the Company shall not terminate this Agreement pursuant to this sentence, and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company shall have complied with (i) all the provisions of this Section 6.9, including the notification provisions in this Section 6.9, (ii) the following proviso, and (iii) the payment of the termination fee described in Section 12.2(b) within the time period required by such Section; and provided further, however, that the Company shall not exercise its right to terminate this Agreement pursuant to this Section 6.9 until after three Business Days following Parent's receipt of written notice (a "Notice of Superior Proposal") advising Parent that the Company's Board of Directors has received such a Superior Proposal and that such Board of Directors will, subject to any action taken by Parent pursuant to this sentence, cause the Company to accept such Superior Proposal, specifying the material terms and conditions of such Superior Proposal and (unless disclosure of such name is precluded by the terms of the proposal or offer in question) identifying the person making such Superior Proposal (it being understood and agreed that any amendment to the price or any other material term of such a Superior Proposal shall require an additional Notice of Superior Proposal and a new three Business Day period).

Acquisition Proposals. (a) The Company 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 cause its and its Subsidiaries' ’ employees, agents and representatives (including any investment banker, attorney attorney, consultant or accountant ("“Representatives"”) retained by it or any of its Subsidiaries) 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 to: (ai) a merger, reorganization, share exchange, consolidation or similar transaction involving the Company, ; (bii) any purchase of an any material equity interest representing an amount equal to or greater than a 15% voting or economic interest in the Company or (c) of any purchase of assets, securities or ownership interests representing an amount equal to or greater than 15% material portion of the consolidated assets of the Company and its Subsidiaries Subsidiaries, taken as a whole, other than the sale of its products in the ordinary course of business consistent with past practice; (iii) the adoption by the Company of a plan of liquidation or the declaration or payment of an extraordinary dividend; (iv) the repurchase by the Company or any of its Subsidiaries of any of the outstanding shares of Stock; or (v) any combination of the foregoing (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 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 any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to an Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement Section 7.2(a) shall prevent the Company or its the Company Board of Directors from (ix) complying with its disclosure obligations under Sections 14d-9 and 14e-2 of the Exchange Act with regard to an Acquisition Proposal; providedProposal (provided that neither the Company nor the Company Board shall withdraw, however, that if such disclosure has modify or qualify the effect of withdrawing, modifying Recommendation or qualifying the Directors' Recommendation in a manner adverse to Cingular or the approval of this Agreement recommend an Acquisition Proposal except as permitted by the Board of Directors of the Company, Cingular shall have the right to terminate this Agreement to the extent set forth in Section 8.4(aclause (C) of this Agreementbelow); and (iiy) at any time prior to, but not after, the time this Agreement is adopted by the Company Requisite Votecondition set forth in Section 8.1(a) has been satisfied, (A) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal that constitutes or is reasonably likely to lead to a Superior Proposal (as defined below) if the Board of Directors of the Company receives from the Person so requesting such information an executed confidentiality agreement (other than standstill provisions) on customary termsterms that are substantially similar to those of the Confidentiality Agreement entered into by and between the Company and the Parent, dated June 23, 2005 (the “Confidentiality Agreement”); (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal that constitutes or is reasonably likely to lead to a Superior Proposal if the Board of Directors of the Company receives from such Person an executed confidentiality agreement as described in (other than standstill provisionsA) on customary termsabove; or (C) withdrawing, modifying or qualifying the Recommendation and recommending such an unsolicited bona fide written Acquisition Proposal to the stockholders of the Company, in each case, if and only to the extent that, (xI) in each such case referred to in clause (A), (B) or (C) above, (x) neither the Board Company nor its Subsidiaries nor any of Directors their respective Representatives shall have violated any of the restrictions set forth in this Section 7.2(a) in connection with such Acquisition Proposal and (y) the Company Board determines in good faith after consultation with outside legal counsel that taking such action is necessary in order for its directors to comply with their respective the Company directors’ fiduciary duties under applicable Law, ; and (yII) in each the case of clause (C), Parent shall have had written notice of the Company Board’s intention to take the action referred to in clause (B) or (C) aboveat least three business days prior to the taking of such action by the Company Board, and during such three business day period, the Company and its advisors shall have negotiated in good faith with Parent to make such modifications to this Agreement such that such Acquisition Proposal would no longer constitute a Superior Proposal and the Company Board fully considers any such modifications and nonetheless concludes in good faith that such Acquisition Proposal would constitute a Superior Proposal (it being understood and agreed that any amendment to the consideration or any other material term of Directors a Superior Proposal shall require a new written notice of the Superior Proposal to Parent and a new three business day period, provided that if Parent has previously notified the Company in writing of its refusal to adjust the Merger Consideration and in response to an Acquisition Proposal the Company Board has previously determined that the Acquisition Proposal would constitute a Superior Proposal, then if the third party further increases its consideration, there shall not be required an additional three business day period). For purposes of this Agreement, a “Superior Proposal” shall mean an Acquisition Proposal that involves the acquisition of a majority or more of the outstanding voting securities of the Company or any sale, lease, exchange, transfer, license or acquisition of substantially all of the assets of the Company on terms that the Company Board determines in good faith (w) is reasonably likely to be consummated, in light of all relevant legal, financial, regulatory and other aspects of such Acquisition Proposal, including the identity of the Person making such Acquisition Proposal, (x) after consultation with its independent financial advisor andadvisor, would, if consummated, result in a more favorable transaction than the transaction contemplated by this Agreement (taking into account any new definitive and binding proposals by Parent), (y) after consultation with its independent financial advisor, is made by a Person that has the financial capability (including borrowing capacity or committed financing) to consummate such Acquisition Proposal, and (z) is either (1) not subject to any due diligence condition, or (2) if such Acquisition Proposal is subject to a due diligence condition, the condition in Section 8.2(c) has not expired or been waived, and the Company has notified the Parent of such Acquisition Proposal at least ten (10) business days prior to accepting such proposal and during such ten (10) business days, the Company and its advisors have negotiated in good faith with Parent to make such modifications to this Agreement that such Acquisition Proposal would no longer constitute a Superior Proposal and the Company Board fully consider any such modifications and nonetheless concludes in good faith that such Acquisition Proposal would constitute a Superior Proposal. (b) The Company agrees that it will notify Parent promptly and in any event within one business day if an Acquisition Proposal is received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated with, it or any of its Representatives, indicating, in connection with such notice, the material terms and conditions of such Acquisition Proposal, and thereafter shall keep Parent fully informed of any significant changes in the status and terms of any such Acquisition Proposal. The Company agrees that, contemporaneously with furnishing any information to such Person, the Company will furnish such information to Parent (unless Parent has already had access to, or received, such information, in which case the Company will notify Parent that such information has been provided to such Person). (c) The Company will, and will cause its Subsidiaries and its and their Representatives to, immediately cease and cause to be terminated any existing activities, discussions, or negotiations with any Persons other than Parent conducted prior to the date hereof with respect to any Acquisition Proposal.

Acquisition Proposals. The Company agrees that neither it nor any Subsidiary of its Subsidiaries the Company nor any of the their respective officers and or directors of it or its Subsidiaries shall, and that it shall direct and use its best efforts to cause its and its such Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant ("Representatives") retained by it them or any of its the Company's Subsidiaries) not to, directly or indirectly, (i) initiate, solicit or knowingly solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer with respect to (a) a merger, reorganization, share exchange, consolidation consolidation, purchase, or similar transaction involving the Company, (b) any purchase of an equity interest representing an amount equal to or greater more than a 15% voting or economic interest in the Company or (c) any purchase of assets, securities or ownership interests representing an amount equal to or greater than 155% of the consolidated assets or any outstanding equity securities 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 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, (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to an Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Company Company, its directors, officers, agents or its Board of Directors other representatives from (iA) complying with its disclosure obligations under Sections 14d-9 and 14e-2 of the Exchange Act with regard to an Acquisition Proposalfederal or state law; 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 Board of Directors of the Company, Cingular shall have the right to terminate this Agreement to the extent set forth in Section 8.4(a) of this Agreement; and (ii) at any time prior to, but not after, the time this Agreement is adopted by the Company Requisite Vote, (AB) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors of the Company receives from the Person so requesting such information an executed confidentiality agreement (other than standstill provisions) on customary termsagreement; (BC) 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 termsProposal; or (CD) recommending such an unsolicited bona fide written Acquisition Proposal to the stockholders of the Company, if and only to the extent that, (xi) in each such case referred to in clause (A), (BC) or (CD) above, the Board of Directors of the Company determines in good faith (after consultation with outside legal counsel counsel) that failure to take such action is necessary would, in order for its directors to comply the absence of the foregoing proscriptions, be inconsistent with their respective the fiduciary duties of the directors under applicable Law, law and (yii) in each the case referred to in clause (B) or (CD) above, the Board of Directors of the Company determines in good faith (after consultation with its financial advisor andadvisor) that such Acquisition Proposal, if consummated, would result in a transaction more favorable to the Company's stockholders from a financial point of view than the transaction contemplated by this Agreement (being a cash offer superior to the transaction contemplated by this Agreement by no less than 15% of the aggregate Merger Consideration) (such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"). The Company 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 Proposals. The Company agrees that it will notify Parent immediately if any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, any of its representatives.

Acquisition Proposals. The Company agrees that after the date hereof and prior to the earlier of the termination of this Agreement in accordance with its terms and the Effective Time, 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 use its best efforts to cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant ("Representatives") retained by it or any of its Subsidiaries) not to, directly or indirectly, initiateinitiate or solicit, solicit or knowingly encourage or otherwise knowingly facilitate any inquiries or the making of any proposal or offer with respect to (a) a merger, reorganization, share exchange, consolidation or similar transaction involving the Companyinvolving, (b) or any purchase of an equity interest representing an amount equal to all or greater than a 15% voting or economic interest in the Company or (c) any purchase of assets, securities or ownership interests representing an amount equal to or greater than 15% more of the consolidated assets or any equity securities of, it or any 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 officers and directors of it or its Subsidiaries shall, and that it shall direct and use its best efforts to cause its and its Subsidiaries' employees, agents and Representatives representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidi aries) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person other than Parent or Merger Sub relating to an Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Company or its Board of Directors from (iA) complying with its disclosure obligations Rule 14e-2 promulgated under Sections 14d-9 and 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 Board of Directors of the Company, Cingular shall have the right to terminate this Agreement to the extent set forth in Section 8.4(a) of this Agreement; and (ii) at any time prior to, but not after, the time this Agreement is adopted by the Company Requisite Vote, (AB) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors of the Company receives from the Person so requesting such information an executed a customary form of confidentiality agreement (other than standstill provisions) on customary termsagreement; (BC) 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 termsProposal; or (CD) recommending such an unsolicited bona fide written Acquisition Proposal withdrawing, modifying or changing, in a manner adverse to Parent, its recommendation to the stockholders of the CompanyCompany with respect to this Agreement or the Merger, if and only to the extent that, (xi) in each such case referred to in clause (AB), (BC) or (CD) above, the Board of Directors of the Company determines in good faith by a majority vote after consultation with outside legal counsel that failing to take such action is necessary would be reasonably likely to result in order for its directors to comply with a breach of their respective fiduciary duties under applicable Law, law and (yii) in each case referred to in clause (BC) or (CD) above, the Board of Directors of the Company determines in good faith (after consultation with its financial advisor andadvisor) 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 would, if consummated, result in a transaction more favorable to the Company's stockholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a " Superior Proposal"). The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties other than Parent or Merger Sub conducted heretofore with respect to any Acquisitions Proposal. The Company agrees that it will take the necessary steps to promptly inform any individuals or entities referred to in the preceding sentence hereof of the obligations undertaken in this Section 6.2. The Company agrees that it will notify Parent immediately if any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, any of its representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers and thereafter shall keep Parent informed, on a current basis, on the status and terms of any such proposals or offers and the status of any such discussions or negotiations. The Company also agrees that it will promptly request any Person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring it or any of its Subsidiaries to return all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries.

Acquisition Proposals. The Company (a) CCBI 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 use its reasonable best efforts to cause its and its Subsidiaries' affiliates, directors, officers, employees, agents and representatives (including without limitation any investment banker, attorney financial advisor, attorney, accountant or accountant other representative retained by it) ("all of the foregoing, collectively, “Representatives"”) to, immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to the possibility or consideration of any Acquisition Proposal (as defined below), and will use its reasonable best efforts to enforce any confidentiality or similar agreement relating to any Acquisition Proposal, including by requesting the other party to promptly return or destroy any confidential information previously furnished by or on behalf of CCBI thereunder and by specifically enforcing the terms thereof in a court of competent jurisdiction. From the date of this Agreement through the Effective Time, CCBI shall not, and shall cause its directors, officers or employees (and those of any CCBI Subsidiary) or any Representative retained by it (or any of its SubsidiariesSubsidiary) not to, directly or indirectlyindirectly through another person, initiate(i) solicit, solicit initiate or knowingly encourage (including by way of furnishing information or assistance), or take any other action designed to facilitate or that is likely to result in, any inquiries or the making of any proposal or offer that constitutes, or is reasonably likely to lead to, any Acquisition Proposal, (ii) provide any confidential information or data to any person relating to any Acquisition Proposal, (iii) participate in any discussions or negotiations regarding any Acquisition Proposal, (iv) waive, terminate, modify or fail to enforce any provision of any contractual “standstill” or similar obligations of any Person other than Washington Mutual or its affiliates, (v) approve or recommend, propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase agreement or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal or propose to do any of the foregoing, or (vi) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; provided, however, that prior to the date of the CCBI Meeting, if the CCBI Board determines in good faith, after consulting with its outside legal and financial advisors, that the failure to do so would breach, or would reasonably be expected to result in a breach of, the CCBI Board’s fiduciary duties under applicable law, CCBI may, in response to a bona fide, written Acquisition Proposal not solicited in violation of this Section 6.08(a) that the CCBI Board determines in good faith constitutes a Superior Proposal (as defined below), subject to providing 48 hour prior written notice of its decision to take such action to Washington Mutual and identifying the person making the proposal and all the material terms and conditions of such proposal and compliance with Section 6.08(b), (1) furnish information with respect to itself and its Subsidiaries to any person making such a Superior Proposal pursuant to a customary confidentiality agreement (aas determined by CCBI after consultation with its outside counsel) on terms no more favorable to such person than the terms contained in the Confidentiality Agreement are to Washington Mutual, and (2) participate in discussions or negotiations regarding such a mergerSuperior Proposal. For purposes of this Agreement, reorganizationthe term “Acquisition Proposal” means any inquiry, share exchangeproposal or offer, consolidation filing of any regulatory application or similar transaction involving notice (whether in draft or final form) or disclosure of an intention to do any of the Company, foregoing from any person relating to any (bw) any direct or indirect acquisition or purchase of an equity interest representing an amount equal to a business that constitutes 10% or greater than a 15% voting or economic interest in the Company or (c) any purchase of assets, securities or ownership interests representing an amount equal to or greater than 15% more of the consolidated total revenues, net income, assets or deposits of the Company CCBI and its Subsidiaries taken as a whole, (x) direct or indirect acquisition or purchase of any such proposal class of Equity Securities representing 10% or offer being hereinafter referred to as an "Acquisition Proposal"). The Company further agrees that neither it nor more of the voting power of CCBI or any of its Subsidiaries nor Significant Subsidiaries, (y) 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 CCBI or (z) merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CCBI or any of its Significant Subsidiaries, other than the officers and directors transactions contemplated by this Agreement. For purposes of it or its Subsidiaries shallthis Agreement, and that it shall cause its and its Subsidiaries' employees, agents and Representatives not tothe term “Superior Proposal” means any bona fide written proposal made by a third party to acquire, directly or indirectly, engage including pursuant to a tender offer, exchange offer, merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction, for consideration consisting of cash and/or securities, more than 50% of the combined voting power of the shares of CCBI Common Stock then outstanding or all or substantially all of CCBI’s consolidated assets, which the CCBI Board determines in good faith, after taking into account all legal, financial, regulatory and other aspects of the proposal and the person making the proposal (including any negotiations concerningbreak-up fees, expense reimbursement provisions and conditions to consummation), and after taking into account the advice of CCBI’s financial advisors (which shall be nationally recognized investment banking firms) and outside counsel, (i) is more favorable from a financial point of view to its stockholders than the Merger, (ii) is reasonably likely to be consummated on the terms set forth, and (iii) for which financing, to the extent required, is then committed or provide which, in the good faith judgment of the CCBI Board, is reasonably likely to be obtained by such third party. (b) In addition to the obligations of CCBI set forth in Section 6.08(a), CCBI shall promptly (within 24 hours) advise Washington Mutual orally and in writing of its receipt of any confidential information Acquisition Proposal (or data to, or have any discussions with, any Person relating inquiry which could lead to an Acquisition Proposal) and keep Washington Mutual informed, on a current basis, of the continuing status thereof, including the terms and conditions thereof and any changes thereto, and shall contemporaneously provide to Washington Mutual all materials provided to or otherwise knowingly encourage or facilitate made available to any effort or attempt third party pursuant to make or implement an Acquisition Proposalthis Section 6.08 which were not previously provided to Washington Mutual. (c) Notwithstanding anything herein to the contrary, CCBI and the CCBI Board shall be permitted to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act of 1934; provided, however, that nothing contained compliance with such rules will in no way limit or modify the effect that any action pursuant to such rules would otherwise have under this Agreement shall prevent the Company or its Board of Directors from Agreement. (id) complying with its disclosure obligations under Sections 14d-9 and 14e-2 CCBI agrees that any violation 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 Board of Directors of the Company, Cingular shall have the right to terminate this Agreement to the extent restrictions set forth in this Section 8.4(a) 6.08 by any Representative of CCBI or its Subsidiaries shall be deemed a breach of this Agreement; and (ii) at any time prior to, but not after, the time this Agreement is adopted Section 6.08 by the Company Requisite Vote, (A) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors of the Company 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, if and only to the extent that, (x) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that such action is 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 of the Company determines in good faith (after consultation with its financial advisor andCCBI.

Acquisition Proposals. (a) The Company 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 use its best efforts to cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant ("Representatives") retained by it or any of its Subsidiaries) (the Company, its Subsidiaries and their officers, directors, employees, agents and representatives being referred to as the "Company Representatives") not to, directly or ----------------------- indirectly, initiate, solicit or knowingly solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer with respect to (a) a merger, reorganization, share exchange, consolidation consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Companyit, (b) or any purchase of an equity interest representing an amount equal to or greater than a 15% voting or economic interest in the Company or (c) any purchase of assets, securities or ownership interests representing an amount equal to or greater than 15% sale of the consolidated assets (including stock of the Company and its Subsidiaries Subsidiaries) of it or any of its Subsidiaries, taken as a whole, having an aggregate value equal to 10% or more of its market capitalization, or any purchase or sale of, or tender or exchange offer for, 10% or more of its or any of its Subsidiaries' equity securities (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 officers and directors of it or its Subsidiaries shall, and that it shall direct and use its best efforts to cause its and its Subsidiaries' employees, agents and the Company Representatives not to, directly or indirectly, engage in have any negotiations concerning, discussion with or provide any confidential information or data to, or have any discussions with, to any Person relating to or in contemplation of an Acquisition Proposal or engage in any ne gotiations concerning an Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that nothing contained in this -------- ------- Agreement shall prevent either the Company or its Board of Directors from from: (iA) complying with its disclosure obligations under Sections Rule 14d-9 and Rule 14e-2 of promulgated under the Exchange Act with regard to an Acquisition Proposal; provided, however, that if such disclosure has the effect of withdrawing, modifying (B) engaging in any discussions or qualifying the Directors' Recommendation in a manner adverse to Cingular negotiations with or the approval of this Agreement by the Board of Directors of the Company, Cingular shall have the right to terminate this Agreement to the extent set forth in Section 8.4(a) of this Agreement; and (ii) at providing any time prior information to, but not after, the time this Agreement is adopted by the Company Requisite Vote, (A) providing information any Person in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors of the Company receives from the Person so requesting by any 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 termsPerson; or (C) subject to the obligation of the Company pursuant to Section 6.4 to duly convene a Stockholders Meeting at which a vote of the stockholders of the Company shall be taken regarding the adoption of this Agreement and the approval of the transactions contemplated by this Agreement, recommending such an unsolicited bona fide written Acquisition Proposal to the stockholders of the CompanyCompany if, if and only to the extent that, (x) in each such case with respect to the actions referred to in clause (A), clauses (B) or (C), (i) above, the Board of Directors of the Company concludes in good faith (after consultation with its outside legal counsel and its financial advisor) that such Acquisition Proposal is reasonably capable of being completed, taking into account all legal, financial, regulatory and other aspects of the proposal and the Person making the proposal, and would, if consummated, result in a transaction more favorable to the Company's stockholders from a financial point of view than the transaction contemplated by this Agreement (a "Superior Proposal"), (ii) the Board of Directors of the Company ----------------- determines in good faith after consultation with outside legal counsel that the failure to take such action is necessary would result in order for the reasonable likelihood that the Board of Directors would breach its directors to comply with their respective fiduciary duties to the Company's stockholders under applicable Law, Law and (yiii) prior to providing any information or data to any Person in each case referred to in clause (B) or (C) aboveconnection with an Acquisition Proposal by any such Person, the Board of Directors of the Company determines shall receive from such Person an executed confidentiality agreement on terms substantially similar to those contained in good faith (after consultation the confidentiality agreement previously entered into between Parent and the Company in connection with their consideration of the Merger; provided, that such confidentiality -------- agreement shall contain terms that allow the Company to comply with its financial advisor andobligations under this Section 6.2. (b) The Company 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. The Company agrees that it will take the necessary steps to promptly inform each Company Representative of the obligations undertaken in

Acquisition Proposals. 4.4.1 The Company agrees that neither it Companies and Sellers shall not, nor shall they permit or authorize any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant ("Representatives") retained by it or any of its Subsidiaries) not their Representatives to, directly or indirectly, initiate, solicit or knowingly solicit, encourage or otherwise facilitate (including by way of furnishing confidential information) any inquiries or the making of any proposal or offer offer, with respect to (ai) a any merger, reorganization, share exchange, consolidation business combination, recapitalization, consolidation, liquidation, dissolution or similar transaction involving the Companyeither Company or PPL, (bii) any sale, lease, exchange, mortgage, pledge, transfer or purchase of a significant portion of the Assets or any Asset material to the Businesses (other than the sale of Inventory or obsolete PP&E, which has been replaced by all substitute PP&E necessary to continue to operate the Businesses in the Ordinary Course of Business) or Equity Securities of either Company or PPL, (iii) any purchase or sale of, or tender offer or exchange offer for Equity Securities of an equity interest representing an amount equal to PPL or greater than a 15% voting or economic interest in the Company or (c) any purchase of assets, securities or ownership interests representing an amount equal to or greater than 15% of the consolidated assets of the Company and its Subsidiaries taken as a whole, Units (any such proposal or offer being hereinafter referred to as an "“Acquisition Proposal"”). The Company further agrees that neither it Companies and the Sellers shall not, nor shall they permit or authorize any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall cause its and its Subsidiaries' employees, agents and their Representatives not to, directly or indirectly, (a) engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions or conversations with, any Person relating to an Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement or accept an Acquisition Proposal; provided, howeveror (b) enter into any letter of intent or similar document contemplating, that nothing contained in this Agreement shall prevent the Company or its Board of Directors from (i) complying enter into any agreement with its disclosure obligations under Sections 14d-9 and 14e-2 of the Exchange Act with regard to respect to, an Acquisition Proposal; provided. Without limiting the foregoing, however, it is agreed 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 Board of Directors any violation of the Company, Cingular shall have the right to terminate this Agreement to the extent restrictions set forth in Section 8.4(a) this paragraph by any Representative, whether or not such Person is purporting to act on behalf of either Company and Seller or otherwise, shall be deemed to be a breach of this Agreement; Section 4.4 by the Companies and Sellers. 4.4.2 The Companies and Sellers will promptly (iiand in any event within two (2) at days) notify Buyer in writing of the existence of any time prior proposal, discussion, negotiation or inquiry received by either Company, any Seller or any of their Representatives with respect to any Acquisition Proposal, and the Companies and Sellers will immediately communicate to Buyer the terms of any proposal, discussion, negotiation or inquiry which it or they may receive (including a copy of any such proposal) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. 4.4.3 The Companies and Sellers will, and will cause their Representatives to, but not afterimmediately cease and cause to be terminated any existing activities, discussions or negotiations with any Person(s) conducted heretofore with respect to any Acquisition Proposal. In addition, the time this Agreement is adopted by the Company Requisite Vote, (A) providing information in response to a Companies shall promptly request therefor by a that each Person who has made heretofore received information in connection with such Person’s consideration of an unsolicited bona fide written Acquisition Proposal if return or destroy all confidential information heretofore furnished to such Person by or on behalf of either Company or any Seller. The Companies shall not release any third party from, or waive any provision of, any confidentiality or standstill agreement to which either Company is a party. The Companies and the Board of Directors Sellers agree that they will take the necessary steps to promptly inform their Representatives of the Company receives from obligations undertaken by the Person so requesting such information an executed confidentiality agreement (other than standstill provisions) on customary terms; (B) engaging Companies and Sellers 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, if and only to the extent that, (x) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that such action is 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 of the Company determines in good faith (after consultation with its financial advisor andthis Section 4.4.

Acquisition Proposals. (a) The Company 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 cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney attorney, consultant or accountant ("RepresentativesREPRESENTATIVES") retained by it or any of its Subsidiaries) 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 to: (ai) a merger, reorganization, share exchange, consolidation or similar transaction involving the Company, ; (bii) any purchase of an any material equity interest representing an amount equal to or greater than a 15% voting or economic interest in the Company or (c) of any purchase of assets, securities or ownership interests representing an amount equal to or greater than 15% material portion of the consolidated assets of the Company and its Subsidiaries Subsidiaries, taken as a whole, other than the sale of its products in the ordinary course of business consistent with past practice; (iii) the adoption by the Company of a plan of liquidation or the declaration or payment of an extraordinary dividend; (iv) the repurchase by the Company or any of its Subsidiaries of any of the outstanding shares of Common Stock; or (v) any combination of the foregoing (any such proposal or offer being hereinafter referred to as an "Acquisition ProposalACQUISITION PROPOSAL"). The Company 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 cause its and its Subsidiaries' employees, agents and Representatives not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to an Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, howeverPROVIDED, that nothing contained in this Agreement Section 7.2(a) shall prevent the Company or its the Company Board of Directors from (ix) complying with its disclosure obligations under Sections 14d-9 and 14e-2 of the Exchange Act with regard to an Acquisition Proposal; provided, however, Proposal (PROVIDED 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 Board of Directors of neither the Company, Cingular the Company Board nor the Committee shall have withdraw, modify or qualify the right to terminate this Agreement to the extent set forth in Section 8.4(aRecommendation or recommend an Acquisition Proposal except as permitted by clause (C) of this Agreementbelow); and (iiy) at any time prior to, but not after, the time this Agreement is adopted by the Company Requisite Votecondition set forth in Section 8.1(a) has been satisfied, (A) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal that constitutes or is reasonably likely to lead to a Superior Proposal (as defined below) if the Board of Directors of the Company 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 terms that are substantially similar to the stockholders of the Company, if and only to the extent that, (x) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that such action is 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 of the Company determines in good faith (after consultation with its financial advisor andthose of

Acquisition Proposals. The Company agrees that neither it nor any of its Subsidiaries nor any of the its or its Subsidiaries' officers and directors of it or its Subsidiaries shall, and that it shall cause its and its Subsidiaries' employees, agents and other representatives (including any investment banker, attorney or accountant ("Representatives") retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit or knowingly solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer with respect to (a) a merger, tender offer, reorganization, share exchange, consolidation or similar transaction involving the Companyinvolving, (b) or any purchase of an equity interest representing an amount equal to all or greater than a 15% voting or economic interest in the Company or (c) any purchase of assets, securities or ownership interests representing an amount equal to or greater than 15% substantially all of the consolidated assets or any equity securities of, it or any of the Company and its Subsidiaries taken as a whole, (any such proposal or offer being hereinafter referred to as an "Acquisition ProposalACQUISITION PROPOSAL"). The Company further agrees that neither it nor any of its Subsidiaries nor any of the its or its Subsidiaries' officers and directors of it or its Subsidiaries shall, and that it shall cause its and its Subsidiaries' employees, agents and Representatives representatives not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to an Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an Acquisition Proposal; providedPROVIDED, howeverHOWEVER, that nothing contained in this Agreement shall prevent either the Company or any of its representatives or the Board of Directors of the Company from (iA) complying with its disclosure obligations Rule 14e-2 promulgated under Sections 14d-9 and 14e-2 of the Exchange Act with regard to an Acquisition ProposalProposal or otherwise complying with the Exchange Act; 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 Board of Directors of the Company, Cingular shall have the right to terminate this Agreement to the extent set forth in Section 8.4(a) of this Agreement; and (ii) at any time prior to, but not after, the time this Agreement is adopted by the Company Requisite Vote, (AB) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors of the Company receives from the Person so requesting such information an executed confidentiality agreement (other than standstill provisions) on customary termsProposal; (BC) 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 or otherwise facilitating any effort or attempt to implement an executed confidentiality agreement (other than standstill provisions) on customary termsAcquisition Proposal; or (CD) recommending such an unsolicited bona fide written Acquisition Proposal to the stockholders of the Company, if if, and only to the extent that, (x) in each such case referred to in clause (AB), (BC) or (CD) above, the Board of Directors of the Company determines in good faith after consultation with either (x) upon advice of outside legal counsel that the failure to take such action is necessary in order for its directors to comply with their respective would constitute a breach of the directors' fiduciary duties under applicable Law, law or (y) that such Acquisition Proposal contains terms such that if an agreement relating to such Acquisition Proposal were entered into it would be, in each case referred the aggregate, more favorable to in clause (B) or (C) abovethe Company, taking into account, at the sole discretion of the Board of Directors of the Company, any of the matters described in Section 4.5 of the articles of incorporation of the Company, than the transactions contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to as a "SUPERIOR PROPOSAL"). The Company determines agrees that it will immediately cease and cause to be terminated any existing discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal; it being understood that any Acquisition Proposal made prior to the date hereof may, if made at any time after the date hereof, be deemed a Superior Proposal, if it would otherwise fulfill the requirements for being deemed a Superior Proposal hereunder. The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in good faith (the first sentence hereof of the obligations undertaken in this Section 7.2. The Company will, within forty-eight hours of receipt of an Acquisition Proposal that would be reasonably likely to result in a Superior Proposal, notify Parent of the receipt and terms of such proposal, including the identity of the offeror, and will keep Parent reasonably informed of the status of any such Proposal. The Company also agrees that as soon as reasonably practicable after consultation the date hereof it will request the return of confidential information from any Person previously receiving such information in connection with its financial advisor andsuch Person's consideration of a potential Acquisition Proposal.

Acquisition Proposals. The (a) None of the Company, any Company agrees that neither it nor any of its Subsidiaries nor Subsidiary or any of the officers and directors of it the Company or its Subsidiaries any Company Subsidiary shall, and that it the Company shall cause its and its the Company Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant ("Representatives") retained by it or any of its SubsidiariesCompany Subsidiary) 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 (ai) a merger, reorganization, share exchange, consolidation or similar transaction involving the Company, (bii) any purchase of an equity interest representing an amount equal to or greater than a 155% voting or economic interest in the Company or (ciii) any purchase of assets, securities or ownership interests representing an amount equal to or greater than 15% of the consolidated assets of the Company and its the Company Subsidiaries taken as a whole, whole (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"). The Company further agrees that neither it nor . (b) None of the Company, any of its the Company Subsidiaries nor or any of the officers and directors of it the Company or its the Company Subsidiaries shall, and that it the Company shall cause its and its the Company Subsidiaries' employees, agents and Representatives not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person person relating to an Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement 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 Rules 14d-9 and 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 Board of Directors of the Company, Cingular shall have the right to terminate this Agreement to the extent set forth in Section 8.4(a) of this Agreement; Proposal and (ii) at any time prior to, but not after, the time this Agreement is adopted by the Company Requisite VoteShareholder Approval, (A) providing information in response to a request therefor by a Person person who has made an unsolicited bona fide written Acquisition Proposal that constitutes, or is reasonably likely to result in, a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement, if the Board of Directors of the Company receives from the Person person so requesting such information information, an executed confidentiality agreement (other containing provisions no more favorable to such person than standstill provisions) on customary termsthose in the Confidentiality Agreement; (B) engaging in any negotiations or discussions with any Person person who has made an unsolicited bona fide written Acquisition Proposal that constitutes, or is reasonably likely to result in, a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement, if the Board of Directors of the Company receives from such Person person an executed confidentiality agreement containing provisions no more favorable to such person than those in the Confidentiality Agreement (other than standstill provisions) on customary terms); or (C) recommending such an unsolicited bona fide written Acquisition Proposal to the stockholders shareholders of the Company, if and only to the extent that, (x) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that such action is reasonably likely to be necessary in order for its directors to comply act in a manner consistent with their respective fiduciary duties under applicable Lawlaw, and (y) in each the case referred to in of clause (B) or (C) above, the Board of Directors of the Company determines in good faith (after consultation with its financial advisor and outside counsel) that such Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal, the likelihood of obtaining financing, and the person making the proposal, and if consummated, would result in a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement taking into account any change in proposal proposed by Parent and Parent shall have had written notice of the Company's intention to take the action referred to in clause (C) at least three business days prior to the taking of such action by the Company; provided, however, that any more favorable Acquisition Proposal referred to in clause (y) above must involve 50% rather than the 15% used in subsection (iii) of the definition of Acquisition Proposal. (c) The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any person conducted heretofore with respect to any Acquisition Proposal. The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence of Section 4.2(a) of the obligations undertaken in this Section 4.2. The Company agrees that it will notify Parent promptly, but in any event within two business days if any such written inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, it or any of its Representatives indicating, in connection with such notice, the name of such person and the material terms and conditions of any proposals or offers and thereafter shall keep Parent informed on a current basis, and, in any event, within 48 hours of any changes in the status and terms of any such proposals or offers, including whether any such proposal has been withdrawn or rejected. The Company also agrees to provide any information to Parent that it is providing to another person pursuant to this Section 4.2 at substantially the same time it provides it to such other person and that it will promptly request each person that has heretofore executed a confidentiality agreement in connection with its consideration of a transaction with the Company to return all confidential information furnished prior to the execution of this Agreement to or for the benefit of such person by or on behalf of it or any of its Subsidiaries. The Company agrees promptly, but in any event, within five days after the date of this Agreement, to request the return or destruction of all information and materials provided prior to the date of this Agreement by it, its affiliates or their respective Representatives with respect to the consideration or making of any Acquisition Proposal.

Acquisition Proposals. The Company (a) FFSW 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 use its reasonable best efforts to cause its and its Subsidiaries' affiliates, directors, officers, employees, agents and representatives (including without limitation any investment banker, attorney financial advisor, attorney, accountant or accountant other representative retained by it) (all of the foregoing, collectively, "Representatives") to, immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to the possibility or consideration of any Acquisition Proposal (as defined below), and will use its reasonable best efforts to enforce any confidentiality or similar agreement relating to any Acquisition Proposal, including by requesting the other party to promptly return or destroy any confidential information previously furnished by or on behalf of FFSW thereunder and by specifically enforcing the terms thereof in a court of competent jurisdiction. From the date of this Agreement through the Effective Time, FFSW shall not, and shall cause its directors, officers or employees (and those of any FFSW Subsidiary) or any Representative retained by it (or any of its SubsidiariesSubsidiary) not to, directly or indirectlyindirectly through another person, initiate(i) solicit, solicit initiate or knowingly encourage (including by way of furnishing information or assistance), or take any other action designed to facilitate or that is likely to result in, any inquiries or the making of any proposal or offer with respect that constitutes, or is reasonably likely to (a) a mergerlead to, reorganization, share exchange, consolidation or similar transaction involving the Companyany Acquisition Proposal, (bii) any purchase of an equity interest representing an amount equal to or greater than a 15% voting or economic interest in the Company or (c) any purchase of assets, securities or ownership interests representing an amount equal to or greater than 15% of the consolidated assets 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 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 any negotiations concerning, or provide any confidential information or data to, or have to any discussions with, any Person person relating to an any Acquisition Proposal, (iii) participate in any discussions or otherwise knowingly encourage negotiations regarding any Acquisition Proposal, (iv) waive, terminate, modify or facilitate fail to enforce any effort provision of any contractual "standstill" or attempt similar obligations of any Person other than Washington Federal or its affiliates, (v) approve or recommend, propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase agreement or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal or propose to do any of the foregoing, or (vi) make or implement an authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; provided, however, that nothing contained prior to the date of the FFSW Meeting, if the FFSW Board determines in this Agreement shall prevent the Company or its Board of Directors from (i) complying good faith, after consulting with its disclosure obligations under Sections 14d-9 outside legal and 14e-2 of the Exchange Act with regard to an Acquisition Proposal; provided, howeverfinancial advisors, that if such disclosure has the effect of withdrawingfailure to do so would breach, modifying or qualifying the Directors' Recommendation would reasonably be expected to result in a manner adverse to Cingular or the approval of this Agreement by the Board of Directors of the Company, Cingular shall have the right to terminate this Agreement to the extent set forth in Section 8.4(a) of this Agreement; and (ii) at any time prior to, but not afterbreach of, the time this Agreement is adopted by the Company Requisite VoteFFSW Board's fiduciary duties under applicable law, (A) providing information FFSW may, in response to a request therefor by a Person who has made an unsolicited bona fide fide, written Acquisition Proposal if not solicited in violation of this Section 6.07(a) that the FFSW Board of Directors of the Company 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, if and only to the extent that, (x) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that constitutes a Superior Proposal (as defined below), subject to providing 48 hour prior written notice of its decision to take such action is necessary in order for its directors to comply Washington Federal and identifying the person making the proposal and all the material terms and conditions of such proposal and compliance with their respective fiduciary duties under applicable LawSection 6.07(b), (y1) in each case referred furnish information with respect to in clause itself and its Subsidiaries to any person making such a Superior Proposal pursuant to a customary confidentiality agreement (B) or (C) above, the Board of Directors of the Company determines in good faith (as determined by FFSW after consultation with its financial advisor andoutside counsel) on terms no more favorable to such person than the terms contained in the Confidentiality Agreement are to Washington Federal, and (2) participate in discussions or negotiations regarding such a Superior Proposal. For purposes of this Agreement, the term "Acquisition Proposal" means any inquiry, proposal or offer, filing of any regulatory application or notice (whether in draft or final form) or disclosure of an

Acquisition Proposals. The Company agrees that neither it Neither the Companies nor the Shareholders will, nor will any of its Subsidiaries nor them authorize or permit any of the officers and directors of it officer, director, employee, consultant or its Subsidiaries shall, and that it shall cause its and its Subsidiaries' employees, agents and representatives (including contractor or any investment banker, attorney attorney, accountant or accountant ("Representatives") retained by it other agent or Representative of any of its Subsidiaries) not the Companies, the Subsidiaries or the Shareholders acting on any of their behalf to, directly or indirectly, initiate(a) solicit, solicit initiate or knowingly intentionally encourage the submission of any Acquisition Proposal or facilitate (b) 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, each of the Companies and the Shareholders will, and will cause its officers, directors, employees, investment bankers, attorneys, accountants and other agents and Representatives to, cease and terminate any existing activities, discussions or negotiations with any parties conducted heretofore in respect of any possible Acquisition Proposal and will promptly inform Parent of the receipt of any subsequent Acquisition Proposal. Each of the Companies and the Shareholders will take all necessary steps to promptly inform the individuals or entities referred to in the first sentence of this Section 7.1 of the obligations undertaken in this Section 7.1. “Acquisition Proposal” means an inquiry, offer with respect to or proposal regarding any of the following (aother than the Contemplated Transactions) a involving any of the Companies or the Subsidiaries: (i) any merger, reorganizationconsolidation, share exchange, consolidation recapitalization, business combination or other similar transaction involving the Companytransaction; (ii) any sale of shares of capital stock or other equity interests or securities, (biii) any purchase sale, lease, exchange, mortgage, pledge, Transfer or other disposition of an equity interest representing an amount equal to all or greater than any material portion of its assets in a 15% voting single transaction or economic interest in the Company series of transactions; or (civ) any purchase public announcement of assetsa proposal, securities plan or ownership interests representing an amount equal intention to or greater than 15% of the consolidated assets 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 do any of the officers and directors of it foregoing or its Subsidiaries shall, and that it shall cause its and its Subsidiaries' employees, agents and Representatives not to, directly or indirectly, any agreement to engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to an Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement 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; 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 Board of Directors of the Company, Cingular shall have the right to terminate this Agreement to the extent set forth in Section 8.4(a) of this Agreement; and (ii) at any time prior to, but not after, 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 written Acquisition Proposal if the Board of Directors of the Company 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, if and only to the extent that, (x) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that such action is 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 of the Company determines in good faith (after consultation with its financial advisor andforegoing.

Acquisition Proposals. The Company agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or any of its Subsidiaries shall, and that it shall direct and use its best efforts to cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant ("Representatives") retained by it or any of its SubsidiariesSubsidi- aries)("REPRESENTATIVES") not to, directly or indirectly, initiate, solicit or knowingly solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer with respect to (a) a merger, reorganization, share exchange, consolidation or similar transaction involving the Companyinvolving, (b) or any purchase of an equity interest representing an amount equal to all or greater than a 15% voting or economic interest in the Company or (c) any purchase of assets, securities or ownership interests representing an amount equal to or greater than 15% significant portion of the consolidated assets or any equity securities of, it or any of the Company and its Subsidiaries taken as a whole, (any such proposal or offer being hereinafter referred to as an "Acquisition ProposalACQUISITION PROPOSAL"). The Company further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or any of its Subsidiaries shall, and that it shall direct and use its best efforts to cause its and its Subsidiaries' employees, agents and Representatives not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to an Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an Acquisition Proposal; providedPROVIDED, howeverHOWEVER, that nothing contained in this Agreement shall prevent the Company or its Board board of Directors directors from (iA) complying with its disclosure obligations Rule 14e-2 promulgated under Sections 14d-9 and 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 Board of Directors of the Company, Cingular shall have the right to terminate this Agreement to the extent set forth in Section 8.4(a) of this Agreement; and (ii) at any time prior to, but not after, the time this Agreement is adopted by the Company Requisite Vote, (AB) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board board of Directors directors of the Company receives from the Person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement dated May 30, 1997 (other than standstill provisions) on customary termsreferenced in Section 9.7); (BC) 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 termsProposal; or (CD) recommending such an unsolicited bona fide written Acquisition Proposal to the stockholders shareholders of the Company, if and only to the extent that, (xi) in each such case referred to in clause (AB), (BC) or (CD) above, the Board board of Directors directors of the Company determines in good faith after consultation with with, and after receipt of a written opinion from, outside legal counsel that such action is necessary in order for its directors to comply with their respective fiduciary duties under applicable Law, law and (yii) in each case referred to in clause (BC) or (CD) above, the Board board of Directors directors of the Company determines in good faith (after consultation with its financial advisor andadvisor) 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 financial capacity and any other relevant characteristics of the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "SUPERIOR PROPOSAL"). The Company 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 of the foregoing. The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its considera- tion of acquiring it or any of its Subsidiaries to return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company or any of its Subsidiaries. The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section 6.3 and in the Confidentiality Agreement dated June 30, 1997. The Company agrees that it will notify Parent immediately if any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, any of its officers, directors or Representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers and thereafter shall keep Parent informed, on a current basis, on the status and terms of any such proposals or offers and the status of any such negotiations or discussions.

Acquisition Proposals. (a) The Company 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 use its best efforts to cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant ("Representatives") retained by it or any of its Subsidiaries) 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 (a) a merger, reorganization, share exchange, consolidation or similar transaction involving the Companyinvolving, (b) or any purchase of an equity interest representing an amount equal to all or greater than a 1510% voting or economic interest in the Company or (c) any purchase of assets, securities or ownership interests representing an amount equal to or greater than 15% more of the consolidated assets or any equity securities of, it or any 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 officers and directors of it or its Subsidiaries shall, and that it shall direct and use its best efforts to cause its and its Subsidiaries' employees, agents and Representatives 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 provide any confidential information or data to, or have any discussions with, any Person relating to an Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Company or its Board board of Directors directors from (iA) complying with its disclosure obligations under Sections Rules 14d-9 and 14e-2 of promulgated under 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 Board of Directors of the Company, Cingular shall have the right to terminate this Agreement to the extent set forth in Section 8.4(a) of this Agreement; and (ii) at any time prior to, but not after, the time this Agreement is adopted by the Company Requisite Vote, (AB) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board board of Directors of the Company directors receives from the Person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (other than standstill provisions) on customary termsas defined in Section 9.7), except that such confidentiality agreement may provide that such Person shall not be prohibited from submitting an Acquisition Proposal to the board of directors of the Company; (BC) 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 termsProposal; or (CD) recommending such an unsolicited bona fide written Acquisition Proposal to the stockholders of the Company, if and only to the extent that, (xi) in each such case referred to in clause (AB), (BC) or (CD) above, the Board board of Directors directors of the Company determines in good faith after consultation with outside legal counsel that such action is necessary in order for its directors to comply with their respective fiduciary duties under applicable Law, law and (yii) in each case referred to in clause (BC) or (CD) above, the Board board of Directors directors of the Company determines in good faith (after consultation with its financial advisor andadvisor) 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 would, if consummated, result in a transaction more favorable to the Company's stockholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"). The Company 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. The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section 6.2. The Company agrees that it will notify Parent immediately if any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, any of its representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers and thereafter shall keep Parent informed, on a current basis, on the status and terms of any such proposals or offers and the status of any such discussions or negotiations. The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring it or any of its Subsidiaries to return all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries. (b) Notwithstanding anything in this Section 6.2 to the contrary, if, at any time prior to obtaining the Company Requisite Vote, the Company's board of directors determines in good faith, on the basis of the advice of its financial advisors and outside counsel, in response to an Acquisition Proposal that was unsolicited and that did not otherwise result from a breach of Section 6.2(a), that such proposal is a Superior Proposal, the Company or its board of directors may terminate this Agreement if, and only if, the Company shall substantially concurrently with such termination enter into a definitive agreement containing the terms of a Superior Proposal; provided, however, that the Company shall not terminate this Agreement pursuant to this sentence, and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company shall have complied with (i) all the provisions of this Section 6.2, including the notification provisions in this Section 6.2, (ii) the following proviso, and (iii) all applicable requirements of Section 8.3, including the payment of the termination fee described in Section 8.5(b) prior to or concurrently with such termination; and provided further, however, that the Company shall not exercise its right to terminate this Agreement pursuant to this Section 6.2 until after five business days following Parent's receipt of written notice (a "Notice of Superior Proposal") advising Parent that the Company's board of directors has received a Superior Proposal and that such board of directors will, subject to any action taken by Parent pursuant to this sentence, cause the Company to accept such Superior Proposal, specifying the material terms and conditions of the Superior Proposal and identifying the person making such Superior Proposal (it being understood and agreed that any amendment to the price or any other material term of a Superior Proposal shall require an additional Notice of Superior Proposal and a new five business day period).

Acquisition Proposals. (a) The Company agrees that neither it nor any of its Subsidiaries nor any of the officers and directors officers, directors, employees, agents or representatives of it or its Subsidiaries shall(collectively, and that it shall cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant (the "Representatives") retained by it or any of its Subsidiaries) not toshall, directly or indirectly, initiate, solicit or knowingly solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer with respect to (a) a merger, liquidation, recapitalization, reorganization, share exchange, consolidation or similar transaction involving the Companyit, (b) or any purchase of, or tender offer for, any equity securities of an equity interest representing an amount equal to it or greater than a any of its Subsidiaries or 15% voting or economic interest in the Company or (c) any purchase more of assets, securities or ownership interests representing an amount equal to or greater than 15% of the consolidated assets of the Company its and its Subsidiaries Subsidiaries' assets (based on the fair market value thereof) taken as a whole, 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 officers and directors of it Representatives or its Subsidiaries shall, and that it shall cause its and its Subsidiaries' employees, agents and Representatives not to, directly or indirectly, engage in have any negotiations concerning, discussions with or provide any confidential non-public information or data to, or have any discussions with, to any Person relating to an Acquisition Proposal or engage in any negotiations concerning an Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or to attempt to make or implement an Acquisition ProposalProposal or enter into any agreement or understanding requiring it to abandon, terminate, delay or fail to consummate the Merger or any other transactions contemplated by the Agreement; provided, however, that nothing contained in this Agreement shall prevent the Company or its Board board of Directors directors from (i) complying with its disclosure obligations Rule 14e-2 promulgated under Sections 14d-9 and 14e-2 of the Exchange Act with regard to an Acquisition Proposal; and further 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 Board of Directors of the Company, Cingular shall have the right to terminate this Agreement to the extent set forth nothing contained in Section 8.4(a5.2 shall prohibit the Company or any Representative from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited written, bona fide Acquisition Proposal (i) of this Agreementthat involves all cash consideration and contains no express financing contingency; and (ii) at any time prior to, but not after, 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 written Acquisition Proposal if that the Board of Directors of the Company receives from concludes in good faith is reasonably capable of being completed, taking into account all legal, financial, regulatory and other aspects of the Acquisition Proposal and the Person so requesting making the Acquisition Proposal, and that would, if consummated, result in a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement (any 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 more favorable Acquisition Proposal if the Board of Directors of the Company receives from such Person an executed confidentiality agreement (other than standstill provisionsbeing referred to herein as a "Superior Proposal") on customary terms; or (C) recommending such an unsolicited bona fide written Acquisition Proposal to the stockholders of the Companyif, if and only to the extent that, (A) prior to taking such action, the Company (x) provides reasonable notice to Parent to the effect that it is taking such action, and (y) receives from such person or entity an executed confidentiality agreement in each such case referred to in clause (A)reasonably customary from, and (B) the Company promptly advises Parent as to all of the relevant details relating to, and all material aspects, of any such discussions or negotiations. (Cb) aboveAt any time after 48 hours following notification to Parent of the Company's intent to do so (which notification shall include the identity of the bidder and the material terms and conditions of the proposal) and if the Company has otherwise complied with the terms of this Section 5.2, the Board of Directors may withdraw or modify its approval or recommendation of the Offer, terminate the Agreement and cause the Company determines to enter into any agreement with respect to a Superior Proposal, provided it shall concurrently with entering into such agreement pay or cause to be paid to Purchaser the Termination Fee (as defined below). If the Company shall have notified Parent of its intent to enter into an agreement with respect to a Superior Proposal in good faith compliance with the preceding sentence and has otherwise complied with such sentence, the Company may enter into an agreement with respect to such Superior Proposal (with the bidder and on terms no less favorable than those specified in such notification to Parent) after consultation with outside legal counsel the expiration of such 48 hour period. (c) The Company agrees that such action is necessary in order for it, its directors to comply with Subsidiaries and their respective fiduciary duties under applicable Lawofficers, (y) directors, employees, representatives and agents 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. The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in each case referred to in clause (B) or (C) above, the Board of Directors of the Company determines in good faith (after consultation connection with its financial advisor andconsideration of any Acquisition Proposal to return all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries.

Acquisition Proposals. (a) The Company 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 use its best efforts to cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant ("Representatives") retained by it or any of its SubsidiariesSubsidiaries ("Representatives")) not to, directly or indirectly, initiate, solicit or knowingly solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer with respect to (a) a merger, reorganization, share exchange, consolidation or similar transaction involving the Companyinvolving, (b) or any purchase of an equity interest representing an amount equal to or greater than a 15% voting or economic interest all or, except for transactions in the Company ordinary course of business or (c) expressly contemplated by this Agreement that could not interfere with the transactions contemplated by this Agreement, including by Section 6.1(a)(iii), any purchase of assets, securities or ownership interests representing an amount equal to or greater than 15% of the consolidated assets or any equity securities of, it or any of the Company and its Subsidiaries taken as a whole, (any such proposal or offer being hereinafter referred to as an a "Company Acquisition Proposal"). The Company 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 use its best efforts to cause its and its Subsidiaries' employees, agents and Representatives not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to an a Company Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an a Company Acquisition Proposal; provided, however, that nothing contained in this Agreement (including the last preceding sentence and Section 6.1(b)) shall prevent the Company or its Board of Directors or Parent or its Board of Directors, as applicable, from (iA) complying with its disclosure obligations Rule 14e-2 promulgated under Sections 14d-9 and 14e-2 of the Exchange Act with regard to an a Company 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 Board of Directors of the Company, Cingular shall have the right to terminate this Agreement to the extent set forth in Section 8.4(a) of this Agreement; and (ii) at any time prior to, but not after, the time this Agreement is adopted by the Company Requisite Vote, (AB) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Company Acquisition Proposal if the Company's Board of Directors of the Company receives from the Person so requesting such information an executed confidentiality agreement on terms, with respect to confidentiality, substantially similar to those contained in the Confidentiality Agreement (other than standstill provisions) on customary termsas defined in Section 9.7); (BC) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Company Acquisition Proposal if the Board of Directors of the Company receives from such Person an executed confidentiality agreement (other than standstill provisions) on customary termsProposal; or (CD) recommending such an unsolicited bona fide written Company Acquisition Proposal to the stockholders shareholders of the Company, Company if and only to the extent that, (x) in each such case referred to in clause (AB), (BC) or (CD) above, prior to the time the Company Requisite Vote shall have been obtained, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel and its financial advisor and based upon such other matters as it deems relevant that failure to take such action is necessary would likely result in order for its directors to comply with a breach of their respective fiduciary duties under applicable Lawlaw and that such Company 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, be reasonably likely to result in a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement (y) in each case any such more favorable Acquisition Proposal being referred to in clause this Agreement as a "Superior Proposal"). The Company 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 Company Acquisition Proposal. The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section 6.2 and in the Confidentiality Agreement. The Company agrees that it will use its best reasonable efforts to notify Parent within one day of the receipt thereof if any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, any of its Representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers and thereafter shall keep Parent informed, on a current basis, on the status and terms of any such proposals or offers and the status of any such discussions or negotiations. The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring all or substantially all of it, Michigan Consolidated Gas Company or MCN Investment Corporation to return all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries. (b) Parent 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 use its best efforts to cause its and its Subsidiaries' employees, agents and Representatives not to, directly or indirectly, initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation or similar transaction involving, or any purchase of all or, except for transactions in the ordinary course of business or expressly contemplated by this Agreement that could not interfere with the transactions contemplated by this Agreement, any of the assets or any equity securities of it or any of its Subsidiaries to the extent that such proposal is conditioned on Parent's failure to obtain the Parent Requisite Vote or could reasonably be expected to result in a failure to consummate the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as a "Parent Adverse Proposal"). 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 use its best efforts to cause its and its Subsidiaries' Representatives not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to a Parent Adverse Proposal, or otherwise facilitate any effort or attempt to make or implement a Parent Adverse Proposal; provided, however, that nothing contained in this Agreement shall prevent Parent or its Board of Directors from (A) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Adverse Proposal; (B) or providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Parent Adverse Proposal if Parent's Board of Directors receives from the Person so requesting such information an executed confidentiality agreement on terms, with respect to confidentiality, substantially similar to those contained in the Confidentiality Agreement; (C) above, the Board of Directors of the Company determines engaging in good faith (after consultation any negotiations or discussions with its financial advisor andany Person who has made an unsolicited bona fide written Parent Adverse Proposal; or

Acquisition Proposals. (a) The Company 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 use its best efforts to cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney -43- 50 or accountant ("Representatives") retained by it or any of its SubsidiariesSubsidiaries ("Representatives")) not to, directly or indirectly, initiate, solicit or knowingly solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer with respect to (a) a merger, reorganization, share exchange, consolidation or similar transaction involving the Companyinvolving, (b) or any purchase of an equity interest representing an amount equal to or greater than a 15% voting or economic interest all or, except for transactions in the Company ordinary course of business or (c) expressly contemplated by this Agreement that could not interfere with the transactions contemplated by this Agreement, including by Section 6.1(a)(iii), any purchase of assets, securities or ownership interests representing an amount equal to or greater than 15% of the consolidated assets or any equity securities of, it or any of the Company and its Subsidiaries taken as a whole, (any such proposal or offer being hereinafter referred to as an a "Company Acquisition Proposal"). The Company 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 use its best efforts to cause its and its Subsidiaries' employees, agents and Representatives not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to an a Company Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an a Company Acquisition Proposal; provided, however, that nothing contained in this Agreement (including the last preceding sentence and Section 6.1(b)) shall prevent the Company or its Board of Directors or Parent or its Board of Directors, as applicable, from (iA) complying with its disclosure obligations Rule 14e-2 promulgated under Sections 14d-9 and 14e-2 of the Exchange Act with regard to an a Company 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 Board of Directors of the Company, Cingular shall have the right to terminate this Agreement to the extent set forth in Section 8.4(a) of this Agreement; and (ii) at any time prior to, but not after, the time this Agreement is adopted by the Company Requisite Vote, (AB) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Company Acquisition Proposal if the Company's Board of Directors of the Company receives from the Person so requesting such information an executed confidentiality agreement on terms, with respect to confidentiality, substantially similar to those contained in the Confidentiality Agreement (other than standstill provisions) on customary termsas defined in Section 9.7); (BC) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Company Acquisition Proposal if the Board of Directors of the Company receives from such Person an executed confidentiality agreement (other than standstill provisions) on customary termsProposal; or (CD) recommending such an unsolicited bona fide written Company Acquisition Proposal to the stockholders shareholders of the Company, Company if and only to the extent that, (x) in each such case referred to in clause (AB), (BC) or (CD) above, prior to the time the Company Requisite Vote shall have been obtained, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel and its financial advisor and based upon such other matters as it deems relevant that failure to take such action is necessary would likely result in order for its directors to comply with a breach of their respective fiduciary duties under applicable Lawlaw and that such Company 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, be reasonably likely to result in a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement (y) in each case any such more favorable Acquisition Proposal being referred to in clause this Agreement as a "Superior Proposal"). The Company 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 Company Acquisition Proposal. The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section 6.2 and in the Confidentiality Agreement. The Company agrees that it will use its best reasonable efforts to notify Parent within one day of the receipt thereof if any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, any of its Representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers and thereafter shall keep Parent informed, on a current basis, on the status and terms of any such proposals or offers and the status of any such discussions or negotiations. The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring all or substantially all of it, Michigan Consolidated Gas Company or MCN Investment Corporation to return all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries. -45- 52 (b) Parent 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 use its best efforts to cause its and its Subsidiaries' employees, agents and Representatives not to, directly or indirectly, initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation or similar transaction involving, or any purchase of all or, except for transactions in the ordinary course of business or expressly contemplated by this Agreement that could not interfere with the transactions contemplated by this Agreement, any of the assets or any equity securities of it or any of its Subsidiaries to the extent that such proposal is conditioned on Parent's failure to obtain the Parent Requisite Vote or could reasonably be expected to result in a failure to consummate the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as a "Parent Adverse Proposal"). 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 use its best efforts to cause its and its Subsidiaries' Representatives not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to a Parent Adverse Proposal, or otherwise facilitate any effort or attempt to make or implement a Parent Adverse Proposal; provided, however, that nothing contained in this Agreement shall prevent Parent or its Board of Directors from (A) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Adverse Proposal; (B) or providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Parent Adverse Proposal if Parent's Board of Directors receives from the Person so requesting such information an executed confidentiality agreement on terms, with respect to confidentiality, substantially similar to those contained in the Confidentiality Agreement; (C) above, the Board of Directors of the Company determines engaging in good faith (after consultation any negotiations or discussions with its financial advisor andany Person who has made an unsolicited bona fide written Parent Adverse Proposal; or

Acquisition Proposals. The Company 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 use its best efforts to cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant ("Representatives") retained by it or any of its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit or knowingly solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer with respect to (a) a merger, reorganization, share exchange, consolidation or similar transaction involving the Companyinvolving, (b) or any purchase of an equity interest representing an amount equal to all or greater than a 15% voting or economic interest in the Company or (c) any purchase of assets, securities or ownership interests representing an amount equal to or greater than 15% significant portion of the consolidated assets or any equity securities of, it or any 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 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, (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to an Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Company or its Board board of Directors directors from (iA) complying with its disclosure obligations Rule 14e-2 promulgated under Sections 14d-9 and 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 Board of Directors of the Company, Cingular shall have the right to terminate this Agreement to the extent set forth in Section 8.4(a) of this Agreement; and (ii) at any time prior to, but not after, the time this Agreement is adopted by the Company Requisite Vote, (AB) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board board of Directors of the Company directors receives from the Person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreements (other than standstill provisions) on customary termsas defined in Section 9.7); (BC) 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 termsProposal; or (CD) recommending such an unsolicited bona fide written Acquisition Proposal to the stockholders of the Company, if and only to the extent that, (x) in each such case referred to in clause (AB), (BC) or (CD) above, (i) the Board board of Directors directors of the Company determines in good faith after consultation with outside legal counsel that such action is necessary in order for its directors to comply with their respective fiduciary duties under applicable Lawlaw and, (y) in each the case referred to in clause (B) or (CD) above, (ii) the Board board of Directors directors of the Company determines believes in good faith (after consultation with its financial advisor andadvisor) that such Acquisition Proposal is reasonably likely to be consummated, and would, if consummated, result in a transaction more favorable to the Company's stockholders than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"). The Company 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 of the foregoing. The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section 6.3 and in the Confidentiality Agreements. The Company agrees that it will notify Parent promptly, but in no event more than 24 hours, after any such inquiries, proposals or offers are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, any of its representatives and thereafter shall keep Parent informed, on a current basis, on the status of any such negotiations or discussions (but not including the identity of any third party or the terms and conditions of any such offer or proposal). The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring it or any of its Subsidiaries to return all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries.

Acquisition Proposals. The Company agrees (a) Except as set forth in Section 6.1(d) of this Agreement, PageNet and Arch each agree that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that each shall direct and use its best efforts to cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) (PageNet or Arch, as the case may be, its respective Subsidiaries and their officers, directors, employees, agents and representatives being referred to as its "REPRESENTATIVES") not to, directly or indirectly, initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization, acquisition, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving 37 it, or any purchase or sale of the consolidated assets (including without limitation stock of Subsidiaries) of it or any of its Subsidiaries, taken as a whole, having an aggregate value equal to 10% or more of its assets, or any purchase or sale of, or tender or exchange offer for, 15% or more of its equity securities (any such proposal or offer being referred to as an "ACQUISITION PROPOSAL"). PageNet and Arch further agree 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 use its best efforts to cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant ("Representatives") retained by it or any of its Subsidiaries) 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 (a) a merger, reorganization, share exchange, consolidation or similar transaction involving the Company, (b) any purchase of an equity interest representing an amount equal to or greater than a 15% voting or economic interest in the Company or (c) any purchase of assets, securities or ownership interests representing an amount equal to or greater than 15% of the consolidated assets 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 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 have any negotiations concerningdiscussion with, or provide any confidential information or data to, or have any discussions with, any Person relating to to, or in contemplation of, an Acquisition Proposal or engage in any negotiations concerning an Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an Acquisition Proposal; providedPROVIDED, howeverHOWEVER, that nothing contained in this Agreement shall prevent the Company PageNet, Arch or its their respective Board of Directors from from: (iA) complying with its disclosure obligations Rule 14e-2 promulgated under Sections 14d-9 and 14e-2 of the Exchange Act with regard to an Acquisition Proposal; provided, however, that if such disclosure has the effect of withdrawing, modifying (B) engaging in any discussions or qualifying the Directors' Recommendation in a manner adverse to Cingular negotiations with or the approval of this Agreement by the Board of Directors of the Company, Cingular shall have the right to terminate this Agreement to the extent set forth in Section 8.4(a) of this Agreement; and (ii) at providing any time prior information to, but not after, the time this Agreement is adopted by the Company Requisite Vote, (A) providing information any Person in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors of the Company receives from the Person so requesting by any 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 termsPerson; or (C) subject to the obligation of (x) PageNet pursuant to Section 6.5(a) to duly convene a PageNet Stockholders Meeting at which a vote of the stockholders of PageNet shall be taken regarding the adoption of this Agreement and the approval of the Merger and the other transactions contemplated by this Agreement, and (y) Arch pursuant to Section 6.5(b) to duly convene a Arch Stockholders Meeting at which a vote of the stockholders of Arch shall be taken with respect to the matters set forth in Section 6.5(b) of this Agreement, recommending such an unsolicited bona fide written Acquisition Proposal to the its stockholders of the Companyif, if and only to the extent that, (x) in each such case with respect to the actions referred to in clause (A), clauses (B) or (C): (i) above, the its Board of Directors concludes in good faith (after consultation with its outside legal counsel and its financial advisor) that such Acquisition Proposal is reasonably capable of being completed, taking into account all legal, financial, regulatory and other aspects of the Company proposal and the Person making the proposal, and would, if consummated, result in a transaction more favorable to its stockholders from a financial point of view than the transaction contemplated by this Agreement (any such Acquisition Proposal being referred to herein as a "SUPERIOR PROPOSAL"); (ii) its Board of Directors determines in good faith after consultation with outside legal counsel that such action is 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 with its fiduciary duty to its stockholders under applicable Law; and (iii) prior to providing any information or data to any Person in connection with a Superior Proposal by any such Person, its Board of Directors shall receive from such Person an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (as defined in Section 6.15); PROVIDED, that such confidentiality agreement shall contain terms that allow it to comply with its obligations under this Section 6.2. (b) PageNet and Arch each agree that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted 38 heretofore with respect to any Acquisition Proposal. PageNet and Arch each agree that it will take the necessary steps to promptly inform each of its Representatives of the Company determines obligations undertaken in good faith (after consultation Section 6.2(a). PageNet and Arch each agree that it will notify the other party immediately if any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, any of its Representatives indicating, in connection with such notice, the name of such Person making such inquiry, proposal, offer or request and the substance of any such inquiries, proposals or offers. Such party thereafter shall keep the other informed, on a current basis, of the status and terms of any such inquiries, proposals or offers and the status of any such discussions or negotiations. PageNet and Arch each also agree that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its financial advisor andconsideration of any Acquisition Proposal to return all confidential information heretofore furnished to such Person by, or on behalf of, it or any of its Subsidiaries.

Acquisition Proposals. The Company 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 use its best efforts to cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant ("Representatives") retained by it or any of its SubsidiariesSubsidiaries ("Representatives")) not to, directly or indirectly, initiate, solicit or knowingly solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer with respect to (a) a merger, reorganization, share exchange, consolidation or similar transaction involving the Companyinvolving, (b) or any purchase of an equity interest representing an amount equal to or greater than a 15% voting or economic interest all or, except for transactions in the Company ordinary course of business or (c) expressly contemplated by this Agreement that could not interfere with the transactions contemplated by this Agreement, including by Section 6.1(a)(iii), any purchase of assets, securities or ownership interests representing an amount equal to or greater than 15% of the consolidated assets or any equity securities of, it or any of the Company and its Subsidiaries taken as a whole, (any such proposal or offer being hereinafter referred to as an a "Company Acquisition Proposal"). The Company 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 use its best efforts to cause its and its Subsidiaries' employees, agents and Representatives not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to an a Company Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an a Company Acquisition Proposal; provided, however, that nothing contained in this Agreement (including the last preceding sentence and Section 6.1(b)) shall prevent the Company or its Board of Directors or Parent or its Board of Directors, as applicable, from (iA) complying with its disclosure obligations Rule 14e-2 promulgated under Sections 14d-9 and 14e-2 of the Exchange Act with regard to an a Company 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 Board of Directors of the Company, Cingular shall have the right to terminate this Agreement to the extent set forth in Section 8.4(a) of this Agreement; and (ii) at any time prior to, but not after, the time this Agreement is adopted by the Company Requisite Vote, (AB) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Company Acquisition Proposal if the Company's Board of Directors of the Company receives from the Person so requesting such information an executed confidentiality agreement on terms, with respect to confidentiality, substantially similar to those contained in the Confidentiality Agreement (other than standstill provisions) on customary termsas defined in Section 9.7); (BC) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Company Acquisition Proposal if the Board of Directors of the Company receives from such Person an executed confidentiality agreement (other than standstill provisions) on customary termsProposal; or (CD) recommending such an unsolicited bona fide written Company Acquisition Proposal to the stockholders shareholders of the Company, Company if and only to the extent that, (x) in each such case referred to in clause (AB), (BC) or (CD) above, prior to the time the Company Requisite Vote shall have been obtained at the Second Shareholders Meeting (as defined in Section 6.4.A.), the Board of Directors of the Company determines in good faith after consultation with outside legal counsel and its financial advisor and based upon such other matters as it deems relevant that failure to take such action is necessary would likely result in order for its directors to comply with a breach of their respective fiduciary duties under applicable Lawlaw and that such Company 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, be reasonably likely to result in a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement (y) in each case any such more favorable Acquisition Proposal being referred to in clause (B) this Agreement as a "Superior Proposal"). The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or (C) abovenegotiations with any parties conducted heretofore with respect to any Company Acquisition Proposal. The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section 6.2 and in the Confidentiality Agreement. The Company agrees that it will use its best reasonable efforts to notify Parent within one day of the receipt thereof if any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, any of its Representatives indicating, in connection with such notice, the Board name of Directors such Person and the material terms and conditions of any proposals or offers and thereafter shall keep Parent informed, on a current basis, on the status and terms of any such proposals or offers and the status of any such discussions or negotiations. The Company determines also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in good faith (after consultation connection with its financial advisor andconsideration of acquiring all or substantially all of it, Michigan Consolidated Gas Company or MCN Investment Corporation to return all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries.

Acquisition Proposals. The Company 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 use its best efforts to cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant ("Representatives") retained by it or any of its SubsidiariesSubsidiaries ("Representatives")) not to, directly or indirectly, initiate, solicit or knowingly solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer with respect to (a) a merger, reorganization, share exchange, consolidation or similar transaction involving the Companyinvolving, (b) or any purchase of an equity interest representing an amount equal to or greater than a 15% voting or economic interest all or, except for transactions in the Company ordinary course of business or (c) expressly contemplated by this Agreement that could not interfere with the transactions contemplated by this Agreement, including by Section 6.1(a)(iii), any purchase of assets, securities or ownership interests representing an amount equal to or greater than 15% of the consolidated assets or any equity securities of, it or any of the Company and its Subsidiaries taken as a whole, (any such proposal or offer being hereinafter referred to as an a "Company Acquisition Proposal"). The Company 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 use its best efforts to cause its and its Subsidiaries' employees, agents and Representatives not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to an a Company Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an a Company Acquisition Proposal; provided, however, that nothing contained in this Agreement (including the last preceding sentence and Section 6.1(b)) shall prevent the Company or its Board of Directors or Parent or its Board of Directors, as applicable, from (iA) complying with its disclosure obligations Rule 14e-2 promulgated under Sections 14d-9 and 14e-2 of the Exchange Act with regard to an a Company 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 Board of Directors of the Company, Cingular shall have the right to terminate this Agreement to the extent set forth in Section 8.4(a) of this Agreement; and (ii) at any time prior to, but not after, the time this Agreement is adopted by the Company Requisite Vote, (AB) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Company Acquisition Proposal if the Company's Board of Directors of the Company receives from the Person so requesting such information an executed confidentiality agreement on terms, with respect to confidentiality, substantially similar to those contained in the Confidentiality Agreement (other than standstill provisions) on customary termsas defined in Section 9.7); (BC) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Company Acquisition Proposal if the Board of Directors of the Company receives from such Person an executed confidentiality agreement (other than standstill provisions) on customary termsProposal; or (CD) recommending such an unsolicited bona fide written Company Acquisition Proposal to the stockholders shareholders of the Company, Company if and only to the extent that, (x) in each such case referred to in clause (AB), (BC) or (CD) above, prior to the time the Company Requisite Vote shall have been obtained at the Second Shareholders Meeting (as defined in Section 6.4.A.), the Board of Directors of the Company determines in good faith after consultation with outside legal counsel and its financial advisor and based 38 44 upon such other matters as it deems relevant that failure to take such action is necessary would likely result in order for its directors to comply with a breach of their respective fiduciary duties under applicable Lawlaw and that such Company 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, be reasonably likely to result in a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement (y) in each case any such more favorable Acquisition Proposal being referred to in clause (B) this Agreement as a "Superior Proposal"). The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or (C) abovenegotiations with any parties conducted heretofore with respect to any Company Acquisition Proposal. The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section 6.2 and in the Confidentiality Agreement. The Company agrees that it will use its best reasonable efforts to notify Parent within one day of the receipt thereof if any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, any of its Representatives indicating, in connection with such notice, the Board name of Directors such Person and the material terms and conditions of any proposals or offers and thereafter shall keep Parent informed, on a current basis, on the status and terms of any such proposals or offers and the status of any such discussions or negotiations. The Company determines also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in good faith (after consultation connection with its financial advisor andconsideration of acquiring all or substantially all of it, Michigan Consolidated Gas Company or MCN Investment Corporation to return all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries.

Acquisition Proposals. The Company 1st United agrees that neither it nor any of its Subsidiaries nor any of the respective officers and directors of it 1st United or its Subsidiaries shall, and that it 1st United shall direct and use its reasonable best efforts to cause its and its Subsidiaries' employees, agents and representatives (including including, without limitation, any investment banker, attorney or accountant ("Representatives") retained by it or any of its Subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, initiate, solicit or knowingly encourage or facilitate any inquiries enquiries or the making of any proposal or offer (including, without limitation, any proposal or offer to stockholders of 1st United) with respect to (a) a merger, reorganization, share exchange, consolidation or similar transaction involving the Companyinvolving, (b) or any purchase of an equity interest representing an amount equal to all or greater than a 15% voting or economic interest in the Company or (c) any purchase of assets, securities or ownership interests representing an amount equal to or greater than 15% significant portion of the consolidated assets of the Company and or any equity securities of, 1st United or its Subsidiaries taken as a whole, Significant Subsidiary (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"). The Company further agrees that neither it nor any ) or, except to the extent legally required for the discharge by the 1st United Board of its Subsidiaries nor any of the officers and directors of it or fiduciary duties as advised in writing by its Subsidiaries shall, and that it shall cause its and its Subsidiaries' employees, agents and Representatives not to, directly or indirectlycounsel, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person person relating to an Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an Acquisition Proposal; provided. 1st United shall immediately cease and cause to be terminated any activities, however, that nothing contained in discussions or negotiations conducted prior to the date of 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 any parties other than Wachovia with respect to any of the Exchange Act with regard foregoing and shall use its reasonable best efforts to enforce any confidentiality or similar agreement relating to an Acquisition Proposal; provided, however, that if such disclosure has . 1st United shall promptly (within 24 hours) advise Wachovia following the effect receipt by 1st United of withdrawing, modifying or qualifying any Acquisition Proposal and the Directors' Recommendation in a manner adverse to Cingular or substance thereof (including the approval of this Agreement by the Board of Directors identity of the Companyperson making such Acquisition Proposal), Cingular shall have the right and advise Wachovia of any developments of significance with respect to terminate this Agreement to the extent set forth in Section 8.4(a) of this Agreement; and (ii) at any time prior to, but not after, 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 written such Acquisition Proposal if immediately upon the Board of Directors of the Company 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, if and only to the extent that, (x) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that such action is 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 of the Company determines in good faith (after consultation with its financial advisor andoccurrence thereof.

Acquisition Proposals. The Company (a) Metamor agrees that it shall not nor shall any of its Subsidiaries or any of its or its Subsidiaries' officers, directors, employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries), directly or indirectly, initiate, solicit, induce, encourage or knowingly 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 similar transaction involving, or any purchase or sale of all or any significant portion of the assets of Metamor or more than 10% of the Metamor Common Stock or the assets or capital stock of any of its Subsidiaries (any such proposal or offer (other than a proposal or offer made by PSINet or an Affiliate thereof) being hereinafter referred to as an "ACQUISITION PROPOSAL"). Metamor further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it its or its Subsidiaries Subsidiaries' officers or directors shall, and that it shall direct and use its reasonable best efforts to cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant ("Representatives") retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit or knowingly encourage or facilitate have any inquiries or the making of any proposal or offer discussion with respect to (a) a merger, reorganization, share exchange, consolidation or similar transaction involving the Company, (b) any purchase of an equity interest representing an amount equal to or greater than a 15% voting or economic interest in the Company or (c) any purchase of assets, securities or ownership interests representing an amount equal to or greater than 15% of the consolidated assets 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 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 any negotiations concerning, or provide any confidential information or data to, or have any discussions with, to any Person relating to an Acquisition Proposal, or otherwise engage in any negotiations concerning an Acquisition Proposal, or knowingly encourage or facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal; provided. Notwithstanding the foregoing, however, that nothing contained in this Agreement shall prevent the Company or Metamor and its Board of Directors from (i) complying shall be permitted to comply with its disclosure obligations Rule 14e-2 promulgated under Sections 14d-9 and 14e-2 of the Exchange Act with regard to an Acquisition Proposal; provided, however, that if such disclosure has the effect of withdrawing, modifying Proposal or qualifying the Directors' Recommendation in a manner adverse to Cingular or the approval of this Agreement by the Board of Directors of the Company, Cingular shall have the right to terminate this Agreement to the extent set forth in Section 8.4(a) of this Agreement; and (ii) at any time prior to, but not after, 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 written Acquisition Proposal if the Board of Directors of the Company receives from the Person so requesting such information an executed confidentiality agreement (other than standstill provisions) on customary terms; (B) engaging by any Person, to engage in any discussions or negotiations with, or discussions with provide any information to, any Person who has made in response to an unsolicited bona fide written Acquisition Proposal by any such Person, if and only to the extent that: (i) the Metamor Special Meeting shall not have occurred; (ii) the Board of Directors of Metamor, following consultation with Metamor's financial advisors, 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, the Company Metamor Board of Directors receives from such Person an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (other including the standstill provisions contained therein, unless Metamor shall have amended the Confidentiality Agreement to modify the standstill provisions therein to be no more restrictive of PSINet than standstill provisionssuch Person is restricted pursuant to such confidentiality agreement); and (iv) on customary terms; at least one day prior to providing any information or (C) recommending such an unsolicited bona fide written Acquisition Proposal data to the stockholders of the Company, if and only to the extent that, (x) in each such case referred to in clause (A), (B) any Person or (C) aboveentering into discussions or negotiations with any Person, the Board of Directors of Metamor notifies PSINet promptly of such inquiries, proposals or offers received by, any such information requested from, or any such discussions or negotiations sought to be initiated or continued with, any of its representatives indicating, in connection with such notice, the Company determines material terms and conditions of any proposals or offers other than the name of such Person. Metamor agrees that it will keep PSINet informed, on a current basis, of the status and terms of any Acquisition Proposals and the status of any such discussions or negotiations. Metamor agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and, to the fullest extent permitted by any confidentiality or non-disclosure agreements with such Persons, use commercially reasonable efforts to enforce the right to recover or cause to be destroyed all information regarding Metamor or its Subsidiaries in good faith after consultation with outside legal counsel that the possession of such action is necessary in order for its directors to comply with Persons and their respective fiduciary duties under applicable LawAffiliates, (y) in each case representatives and advisors. Metamor agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in clause the first sentence of this Section 7.8(a) of the obligations undertaken in this Section 7.8(a) and that any breach of the provisions of this Section 7.8(a) by any officer or director of Metamor or its Subsidiaries or any investment banker, financial advisor, attorney, accountant or other representative of Metamor or its Subsidiaries will be deemed a breach by Metamor. (Bb) Except as permitted in this Section 7.8(b), neither the Board of Directors of Metamor nor any committee thereof shall (i) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to PSINet, or take any action not explicitly permitted by this Agreement that would be inconsistent with, the approval or recommendation by such Board of Directors or such committee of the Transactions, (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal, or (Ciii) abovecause Metamor to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement (each, an "ACQUISITION AGREEMENT") related to any Acquisition Proposal. Notwithstanding the foregoing, in the event that prior to the vote on the Merger at the Metamor Special Meeting, the Board of Directors of the Company Metamor determines in good faith faith, that an Acquisition Proposal constitutes a Superior Proposal, the Board of Directors of Metamor may (after consultation x) withdraw or modify its approval or recommendation of the Merger in connection with its financial advisor andthe Metamor Special Meeting, (y) approve or recommend a Superior Proposal and (z) if it so chooses, cause Metamor to enter into an Acquisition Agreement with respect to such Superior Proposal but, in each of the cases, only if: (A) three (3) days have elapsed following PSINet's receipt of written notice from Metamor advising PSINet that the Board of Directors of Metamor has received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal, identifying the Person making such Superior Proposal, and advising PSINet that the Board of Directors of Metamor has determined that it will no longer recommend approval of the Merger;

Acquisition Proposals. The Company (a) Stratex agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shalltheir respective officers, and that it shall cause its and its Subsidiaries' directors, employees, agents and representatives (any such Persons, including any investment banker, attorney or accountant ("Representatives"accountant, a “Representative”) retained by it or any of its Subsidiaries) not toshall, directly or indirectly, initiate, solicit or knowingly solicit, encourage or facilitate any inquiries or the making or implementation of any proposal or offer with respect to (ai) a merger, reorganizationconsolidation, share exchange, consolidation reorganization or similar other business combination transaction involving the CompanyStratex, (bii) any purchase acquisition of an any equity interest representing an amount equal to or greater than a other ownership interests in Stratex 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 Stratex or an economic interest of equivalent value in any Subsidiary of Stratex or (ciii) any purchase acquisition of assets, securities assets of Stratex or ownership interests any of its Subsidiaries representing an amount equal to or greater than 15% or more of the consolidated total assets of the Company Stratex and its Subsidiaries Subsidiaries, taken as a whole, whole (any such inquiry, proposal or offer being hereinafter referred to as an "“Acquisition Proposal"”). The Company Stratex further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries their respective Representatives shall, and that it shall cause its and its Subsidiaries' employees, agents and Representatives not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential or non public information or data to, or have engage or participate in any discussions or negotiations with, any Person relating to an Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt by any Person, in each case, other than H▇▇▇▇▇, Newco or Merger Sub, to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Stratex or the Company or its Stratex Board of Directors 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; provided, however, 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 disclosure compliance has the substantive effect of withdrawing, or modifying or qualifying the Directors' Recommendation in a any manner adverse to Cingular or the approval of this Agreement by H▇▇▇▇▇, the Board of Directors of the CompanyRecommendation or Board Approval or recommending or approving another Acquisition Proposal (each, Cingular a “Change In Recommendation”), H▇▇▇▇▇ shall have the right to terminate this Agreement pursuant to the extent set forth in Section 8.4(a11.1(c)(i)) of this Agreement; and or (ii) at any time prior to, but not after, the time this Agreement Stratex Requisite Vote is adopted by the Company Requisite Vote, 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 if (assuming, for this purpose only, that all references to “15% or more” in the Board definition of Directors such term were changed to “a majority”) which did not result from a breach of the Company receives from the Person so requesting such information an executed confidentiality agreement this Section 9.1 (other than standstill provisions) on customary termsa “Qualifying Acquisition Proposal”); (B) engaging or participating in any discussions or negotiations or discussions with any Person who has made an unsolicited bona fide written a Qualifying Acquisition Proposal if the Board of Directors of the Company receives from such Person an executed confidentiality agreement (other than standstill provisions) on customary termsProposal; or (C) approving or recommending such an unsolicited bona fide written to the holders of shares of Stratex Common Stock a Qualifying Acquisition Proposal (or agreeing to the stockholders of the Companytake any such action), if and only to the extent that, (x1) in each such the case referred to of any action described in clause (A), (B) or (C) above, after consulting with outside legal counsel the Stratex Board of Directors of the Company determines in good faith after consultation with outside legal counsel that failing to take such action is necessary in order for its would constitute a breach by the directors to comply with of Stratex of their respective 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; (y3) in each the case referred to of any action described in clause (B) or (C) above, the Stratex Board of Directors of the Company determines in good faith (and after consultation consulting with its financial advisor 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 H▇▇▇▇▇ 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 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 case of clause (B) only, is reasonably likely to lead to a Superior Proposal; (4) before taking any of the actions described in clause (B) or (C) above, Stratex shall have provided written notice to H▇▇▇▇▇ of Stratex’s or the 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 H▇▇▇▇▇ 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 the Original Formation Agreement under this Agreement shall be sufficient if approved by a majority of the total number of members thereof at a meeting duly called and held and at which a quorum was present and acting throughout. (b) Stratex agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Person conducted prior to the Original Formation Agreement Date with respect to any Acquisition Proposal. Stratex will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of a transaction with Stratex to return or destroy all confidential information furnished prior to the execution of this Agreement to or for the benefit of such Person by or on behalf of Stratex or any of its Subsidiaries and to destroy all summaries, analyses or extracts of or based upon such information in the possession of such Person or any of its Representatives. Stratex agrees that it will take the necessary steps to promptly inform its Representatives of the obligations undertaken in this Section 9.1. None of Stratex or any of its Subsidiaries will waive any provision of any confidentiality or standstill agreement to which it is a party without the prior written consent of H▇▇▇▇▇. (c) Stratex agrees that it will notify H▇▇▇▇▇ as promptly as practicable (and, in any event, within 24 hours) if any inquiries, proposals or offers with respect to any Acquisition Proposal or potential Acquisition Proposal are received by, any information relating thereto is requested from, or any discussions or negotiations relating thereto are sought to be initiated or continued with, it or any of its Representatives, indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposal or offer and thereafter shall keep H▇▇▇▇▇ informed, on a current basis, as to the status and terms of any such proposal or offer and the status of any such discussions or negotiations. Stratex also agrees to provide any information to H▇▇▇▇▇ that it is providing to another Person pursuant to this Section 9.1 at the same time it provides it to such other Person. Stratex agrees that during the five- and one-Business Day periods described in subclause (4) of clause (ii) of the proviso in Section 9.1(a) and in Section 9.2, Stratex shall negotiate in good faith with H▇▇▇▇▇ with respect to any revisions to the terms of the transactions contemplated by this Agreement proposed by H▇▇▇▇▇. Any such revisions which H▇▇▇▇▇ offers in writing to make which, if accepted by Stratex, would be legally binding on the parties to this Agreement are referred to herein as “Revised Terms”. Stratex agrees that any material amendment to any Qualifying Acquisition Proposal will be deemed to be a new Qualifying Acquisition Proposal for purposes of this Section 9.1 and Section 9.2.

Acquisition Proposals. The Company 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 use its reasonable best efforts to cause its and its Subsidiaries' ’ employees, agents and representatives (including any investment banker, attorney or accountant ("Representatives") retained by it or any of its Subsidiaries) 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 (a) a merger, reorganization, share exchange, consolidation or similar transaction involving the Companyinvolving, (b) or any purchase of an equity interest representing an amount equal to all or greater than a 15% voting or economic interest in the Company or (c) any purchase of assets, securities or ownership interests representing an amount equal to or greater than 15% more of the consolidated assets or any equity securities of, it or any 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 officers and directors of it or its Subsidiaries shall, and that it shall direct and use its best efforts to cause its and its Subsidiaries' ’ employees, agents and Representatives 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 provide any confidential information or data to, or have any discussions with, any Person relating to an Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement 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 U.S. federal or state law 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 Board of Directors of the Company, Cingular shall have the right to terminate this Agreement to the extent set forth in Section 8.4(a) of this Agreement; and (ii) at any time prior toprior, but not after, the time this Agreement is adopted by submitted for a vote at the Company Requisite VoteStockholders Meeting, (A) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors of the Company receives from the Person so requesting such information an executed confidentiality agreement (other than standstill provisions) on customary terms; terms substantially similar to those contained in the Confidentiality Agreement, (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; Proposal, or (C) recommending such an unsolicited bona fide written Acquisition Proposal to the stockholders of the Company, if and only to the extent that, that (x) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that such action is necessary likely to be required in order for its directors to comply with their respective fiduciary duties under applicable Law, law and (y) in each case referred to in clause (B) or (C) above, the Board of Directors of the Company determines in good faith (after consultation with its financial advisor andand outside legal counsel) 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 if consummated, is reasonably likely to result in a transaction more favorable to the Company’s stockholders from a financial point of view than the transaction contemplated by this Agreement. The Company 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. The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section 6.2 and in the Confidentiality Agreement. The Company agrees that it will notify Parent immediately if any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, any of its representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers and thereafter shall keep Parent informed, on a current basis, on the status and terms of any such proposals or offers and the status of any such discussions or negotiations. The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring it or any of its Subsidiaries to return all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries.

Acquisition Proposals. (a) The Company 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 use its best efforts to cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant ("Representatives") retained by it or any of its SubsidiariesSubsidiaries ("Representatives")) not to, directly or indirectly, initiate, solicit or knowingly solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer with respect to (a) a merger, reorganization, share exchange, consolidation or similar transaction involving the Companyinvolving, (b) or any purchase of an equity interest representing an amount equal to or greater than a 15% voting or economic interest all or, except for transactions in the Company ordinary course of business or (c) expressly contemplated by this Agreement that could not interfere with the transactions contemplated by this Agreement, including by Section 6.1(a)(iii), any purchase of assets, securities or ownership interests representing an amount equal to or greater than 15% of the consolidated assets or any equity securities of, it or any of the Company and its Subsidiaries taken as a whole, (any such proposal or offer being hereinafter referred to as an a "Company Acquisition Proposal"). The Company 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 use its best efforts to cause its and its Subsidiaries' employees, agents and Representatives not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to an a Company Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an a Company Acquisition Proposal; provided, however, that nothing contained in this Agreement (including the last preceding sentence and Section 6.1(b)) shall prevent the Company or its Board of Directors or Parent or its Board of Directors, as applicable, from (iA) complying with its disclosure obligations Rule 14e-2 promulgated under Sections 14d-9 and 14e-2 of the Exchange Act with regard to an a Company 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 Board of Directors of the Company, Cingular shall have the right to terminate this Agreement to the extent set forth in Section 8.4(a) of this Agreement; and (ii) at any time prior to, but not after, the time this Agreement is adopted by the Company Requisite Vote, (AB) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Company Acquisition Proposal if the Company's Board of Directors of the Company receives from the Person so requesting such information an executed confidentiality agreement on terms, with respect to confidentiality, substantially similar to those contained in the Confidentiality Agreement (other than standstill provisions) on customary termsas defined in Section 9.7); (BC) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Company Acquisition Proposal if the Board of Directors of the Company receives from such Person an executed confidentiality agreement (other than standstill provisions) on customary termsProposal; or (CD) recommending such an unsolicited bona fide written Company Acquisition Proposal to the stockholders shareholders of the Company, Company if and only to the extent that, (x) in each such case referred to in clause (AB), (BC) or (CD) above, prior to the time the Company Requisite Vote shall have been obtained, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel and its financial advisor and based upon such other matters as it deems relevant that failure to take such action is necessary would likely result in order for its directors to comply with a breach of their respective fiduciary duties under applicable Lawlaw and that such Company 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, be reasonably likely to result in a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement (yany such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"). The Company 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 Company Acquisition Proposal. The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section 6.2 and in the Confidentiality Agreement. The Company agrees that it will use its best reasonable efforts to notify Parent within one day of the receipt thereof if any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, any of its Representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers and thereafter shall keep Parent informed, on a current basis, on the status and terms of any such proposals or offers and the status of any such discussions or negotiations. The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring all or substantially all of it, Michigan Consolidated Gas Company or MCN Investment Corporation to return all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries. (b) Parent 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 use its best efforts to cause its and its Subsidiaries' employees, agents and Representatives not to, directly or indirectly, initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation or similar transaction involving, or any purchase of all or, except for transactions in the ordinary course of business or expressly contemplated by this Agreement that could not interfere with the transactions contemplated by this Agreement, any of the assets or any equity securities of it or any of its Subsidiaries to the extent that such proposal is conditioned on Parent's failure to obtain the Parent Requisite Vote or could reasonably be expected to result in a failure to consummate the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as a "Parent Adverse Proposal"). 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 use its best efforts to cause its and its Subsidiaries' Representatives not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to a Parent Adverse Proposal, or otherwise facilitate any effort or attempt to make or implement a Parent Adverse Proposal; provided, however, that nothing contained in this Agreement shall prevent Parent or its Board of Directors from (A) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Adverse Proposal; (B) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Parent Adverse Proposal if Parent's Board of Directors receives from the Person so requesting such information an executed confidentiality agreement on terms, with respect to confidentiality, substantially similar to those contained in the Confidentiality Agreement; (C) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Parent Adverse Proposal; or (D) recommending such Parent Adverse Proposal to the shareholders of Parent, if and only to the extent that, in each such case referred to in clause (B), (C) or (CD) above, prior to the time the Parent Requisite Vote shall have been obtained the Board of Directors of the Company Parent determines in good faith (after consultation with outside legal counsel and its financial advisor andand based upon such other matters as it deems relevant that failure to take such action would likely result in a breach of their fiduciary duties under applicable law and that such Parent Adverse 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, be reasonably likely to result in a transaction more favorable to the Parent's shareholders from a financial point of view than the transaction contemplated by this Agreement. Parent agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence of this Section 6.2(b) of the obligations undertaken in this Section 6.2(b) and in the Confidentiality Agreement. Parent agrees that it will use its best reasonable efforts to notify the Company within one day of the receipt thereof if any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, any of its Representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers and thereafter shall keep the Company informed, on a current basis, on the status and terms of any such proposals or offers and the status of any such discussions or negotiations.

Acquisition Proposals. (a) The Company 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 cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant ("RepresentativesREPRESENTATIVES") retained by it or any of its Subsidiaries) 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 (a) a merger, reorganization, share exchange, consolidation or similar transaction involving the Company, (b) any purchase of an equity interest representing an amount equal to or greater than a 1520% voting or economic interest in the Company or (c) any purchase of assets, securities or ownership interests representing an amount equal to or greater than 1520% of the consolidated assets of the Company and its Subsidiaries taken as a whole, whole (any such proposal or offer being hereinafter referred to as an "Acquisition ProposalACQUISITION PROPOSAL"). . (b) The Company 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 cause its and its Subsidiaries' employees, agents and Representatives not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to an Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Company or its Board of Directors from from: (i) complying with its disclosure obligations under Sections 14d-9 and 14e-2 of the Exchange 1934 Act with regard to an Acquisition Proposal; providedPROVIDED, howeverHOWEVER, that that, if such disclosure has the effect of withdrawing, modifying or qualifying the Directors' Recommendation recommendation to the Company's stockholders referred to in Section 6.02 hereof in a manner adverse to Cingular Buyer or the approval of this Agreement by the Board of Directors of the Company, Cingular Buyer shall have the right to terminate this Agreement to the extent set forth in Section 8.4(a10.01(c)(i) of this Agreement; and and (ii) at any time prior to, but not after, the time this Agreement is adopted by the Company Requisite Votestockholders of the Company, (A) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal Proposal, if the Board of Directors of the Company 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, if and only to the extent thatIF AND ONLY TO THE EXTENT THAT, (x) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that such action is necessary in order for its directors to comply with their respective fiduciary duties under applicable Lawlaw, (y) in each case referred to in clause (B) or (C) above, the Board of Directors of the Company determines in good faith (after consultation with its financial advisor and outside counsel) that such Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal, the likelihood of obtaining financing, and the Person making the proposal, and if consummated, would result in a transaction more favorable to the Company's stockholders from a financial point of view than the transaction contemplated by this Agreement taking into account any change in proposal proposed by Buyer; and (z) in the case of clause (C), Buyer shall have had written notice of the Company's intention to take the action referred to in clause (C) at least three business days prior to the taking of such action by the Company; provided, that any more favorable Acquisition Proposal referred to in clause (B) or (C) above must involve 50% rather than the 20% used in the definition of Acquisition Proposal. The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposal. (c) The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in Section 6.04(a) of the obligations undertaken in this Section 6.04. The Company agrees that it will notify Buyer promptly, but in any event within 48 hours if any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, it or any of its Representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers and thereafter shall keep Buyer informed on a current basis, and, in any event, within 48 hours of any changes in the status and terms of any such proposals or offers, including whether any such proposal has been withdrawn or rejected. The Company also agrees to provide any information to Buyer that it is providing to another Person pursuant to this Section 6.04 at substantially the same time it provides it to such other Person and that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of a transaction with the Company to return all confidential information furnished prior to the execution of this Agreement to or for the benefit of such Person by or on behalf of it or any of its Subsidiaries. The Company agrees promptly, but in any event, within five days after the date of this Agreement, to request the return or destruction of all information and materials provided prior to the date of this Agreement by it, its Affiliates or their respective Representatives with respect to the consideration or making of any Acquisition Proposal. (d) Notwithstanding anything herein that may be deemed to be to the contrary, nothing contained in this Section 6.04 shall relieve the Company of its obligation to call and hold the Company Stockholder Meeting, and hold a vote of its stockholders, pursuant to Section 6.02.

Acquisition Proposals. The Company Without limitation on any of such party's other obligations under this Agreement (including under Article IV hereof), each of AHP and ▇▇▇▇▇▇-▇▇▇▇▇▇▇ 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 use its reasonable best efforts to cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant ("Representatives") retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit solicit, encourage or knowingly encourage or facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to (a) a merger, reorganization, share exchange, consolidation consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Companyit, (b) or any purchase of an equity interest representing an amount equal to or greater than a 15% voting or economic interest in the Company or (c) any purchase of assets, securities or ownership interests representing an amount equal to or greater than 15% sale of the consolidated assets (including without limitation stock of the Company Subsidiaries and Majority Owned Restricted Affiliates) of such party and its Subsidiaries Subsidiaries, taken as a whole, having an aggregate value equal to 10% or more of the market capitalization of such party, or any purchase or sale of, or tender or exchange offer for, 10% or more of the equity securities of such party (any such proposal or offer (other than a proposal or offer made by the other party or an affiliate thereof) being hereinafter referred to as an "Acquisition Proposal"). The Company Each of AHP and ▇▇▇▇▇▇-▇▇▇▇▇▇▇ 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 use its reasonable best efforts to cause its and its Subsidiaries' employees, agents and Representatives representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in have any negotiations concerning, discussion with or provide any confidential information or data to, or have any discussions with, to any Person relating to an Acquisition Proposal, or otherwise engage in any negotiations concerning an Acquisition Proposal, or knowingly encourage or facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal; provided, however, that nothing contained . Notwithstanding anything in this Agreement shall prevent to the Company contrary, each of AHP and ▇▇▇▇▇▇-▇▇▇▇▇▇▇ or its respective Board of Directors from shall be permitted to (iA) complying to the extent applicable, comply with its disclosure obligations under Sections Rule 14d-9 and Rule 14e-2 of promulgated under the Exchange Act with regard to an Acquisition Proposal; provided, however(B) effect a Change in the AHP or ▇▇▇▇▇▇-▇▇▇▇▇▇▇ Recommendation, that if such disclosure has as the effect of withdrawingcase may be, modifying or qualifying the Directors' Recommendation (C) engage in a manner adverse to Cingular any discussions or the approval of this Agreement by the Board of Directors of the Companynegotiations with, Cingular shall have the right to terminate this Agreement to the extent set forth in Section 8.4(a) of this Agreement; and (ii) at or provide any time prior information to, but not after, the time this Agreement is adopted by the Company Requisite Vote, (A) providing information any Person in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors of the Company receives from the Person so requesting by any 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 CompanyPerson, if and only to the extent that, (x) in each any such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that such action as is 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), (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 conclude in good faith that such Acquisition Proposal constitutes a Superior Proposal (as defined in Section 8.11) and (y) in the case of clause (C) above, the its Board of Directors of the Company determines concludes in good faith that there is a reasonable likelihood that such Acquisition Proposal could result in a Superior Proposal, (after consultation iii) prior to providing any information or data to any Person in connection with an Acquisition Proposal by any such Person, its financial advisor andBoard 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 or data to any Person or entering into discussions or negotiations with any Person, such party notifies the other party promptly of such inquiries, proposals or offers received by, any such information requested from, or any such discussions or negotiations sought to be initiated or continued with, any of its representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any inquiries, proposals or offers. Each of AHP and ▇▇▇▇▇▇-▇▇▇▇▇▇▇ agrees that it will promptly keep the other party informed of the status and terms of any such proposals or offers and the status and terms of any such discussions or negotiations. Each of AHP and ▇▇▇▇▇▇-▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇-▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇- ▇▇▇▇▇▇▇ to terminate this Agreement (except as specifically provided in Article VII hereof) or (y) affect any other obligation of AHP or ▇▇▇▇▇▇- ▇▇▇▇▇▇▇ under this Agreement. Neither AHP nor ▇▇▇▇▇▇-▇▇▇▇▇▇▇ shall submit to the vote of its stockholders any Acquisition Proposal other than the Merger.

Acquisition Proposals. The Company agrees that neither it nor any of its Subsidiaries nor any of the its or its Subsidiaries' officers and directors of it or its Subsidiaries shall, and that it shall direct and use its best efforts to cause its and its Subsidiaries' employees, agents and other representatives (including any investment banker, attorney or accountant ("Representatives") retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit or knowingly solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer with respect to (ai) a merger, recapitalization, reorganization, share exchange, consolidation or similar transaction involving the Companyit or its Subsidiaries, (bii) any purchase sale, lease, exchange, mortgage, pledge or transfer of an 25% or more of the equity interest representing an amount equal to or greater than a 15% voting or economic interest in securities of the Company or (c) any purchase of assets, securities a business that constitutes 25% or ownership interests representing an amount equal to or greater than 15% more of the consolidated net revenues, net income or the assets of the Company and its Subsidiaries Subsidiaries, taken as a whole, in a single transaction or series of related transactions or (iii) any tender offer or exchange offer for 15% or more of the outstanding Shares (any such proposal or offer being hereinafter referred to as an "Acquisition ProposalACQUISITION PROPOSAL"). The Company further agrees that neither it nor any of its Subsidiaries nor any of the its or its Subsidiaries' officers and directors of it or its Subsidiaries shall, and that it shall direct and use its reasonable best efforts to cause its and its Subsidiaries' employees, agents and Representatives representatives not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to an Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an Acquisition Proposal; providedPROVIDED, howeverHOWEVER, that prior to the adoption of this Agreement by the Company's Shareholders, nothing contained in this Agreement shall prevent either the Company or any of its representatives or the Board of Directors of the Company from (iA) complying with its disclosure obligations Rule 14e-2 promulgated under Sections 14d-9 and 14e-2 of the Exchange Act with regard to an Acquisition ProposalProposal or otherwise complying with the Exchange Act; provided, however, provided that if such disclosure has the effect of withdrawing, modifying Company or qualifying the Directors' Recommendation in a manner adverse to Cingular or the approval of this Agreement by the its Board of Directors of the Company, Cingular shall have the right not be permitted to terminate this Agreement recommend any such Acquisition Proposal unless it would be permitted to the extent set forth do so in Section 8.4(aaccordance with clause (D) of this Agreementbelow; and (ii) at any time prior to, but not after, the time this Agreement is adopted by the Company Requisite Vote, (AB) providing information in response to a request therefor by a Person who has made an unsolicited a bona fide unsolicited written Acquisition Proposal if the Board of Directors of the Company receives from the Person so requesting such information an executed confidentiality agreement (other than standstill provisions) on customary termsProposal; (BC) engaging in any negotiations or discussions with any Person who has made an unsolicited a bona fide unsolicited 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 termsProposal; or (CD) recommending such an unsolicited bona fide written Acquisition Proposal to the stockholders shareholders of the CompanyCompany or adopting an agreement relating to an Acquisition Proposal, if if, and only to the extent that, that (x) in each such case referred to in clause (AB), (BC) or (CD) above, the Board of Directors of the Company determines in good faith faith, after consultation with and based upon the advice of outside legal counsel that failure to take such action is necessary would result in order for its directors to comply with their respective a breach of the directors' fiduciary duties under applicable Lawlaw and after consultation with its independent financial advisors of national reputation, that such Acquisition Proposal is reasonably likely to lead to a transaction on terms more favorable from a financial point of view to the Company's shareholders than the transactions contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to as a "SUPERIOR PROPOSAL") and (y) in each the case referred to in of clause (BD) or (C) above, above the Board of Directors of the Company determines in good faith that such Acquisition Proposal is reasonably capable of being consummated, taking into account legal, financial, regulatory and other aspects of the proposal and the Person making the proposal, and prior to taking any such action set forth in clauses (B), (C) or (D) above (other than with respect to actions related to entering into a confidentiality agreement), the Company provides reasonable notice to Parent to the effect that it is taking such action and receives from the Person making the Acquisition Proposal an executed confidentiality agreement in reasonably customary form and, in any event, containing terms no more onerous to the Company than those contained in the Confidentiality Agreement (as defined in Section 9.7). Promptly after consultation receiving any Acquisition Proposal or any written inquiry that would be reasonably likely to lead to an Acquisition Proposal and prior to providing any information to or entering into any discussions or negotiations with its financial advisor andany Person in connection with an Acquisition Proposal by such Person, the Company shall notify Parent of such Acquisition Proposal (including, without limitation, the material terms and conditions thereof and the identity of the person making it), and shall provide Parent with a copy of any written Acquisition Proposal or amendment or supplements thereto and shall thereafter inform Parent on a prompt basis of any material changes to the terms and conditions of such Acquisition Proposal. The Company agrees that it will immediately cease and cause to be terminated any existing discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal; it being understood that any Acquisition Proposal made prior to the date hereof may, if made at any time after the date hereof, be deemed a Superior Proposal, if it would otherwise fulfill the requirements for being deemed a Superior Proposal hereunder. The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section 6.2.