Common use of No Inconsistent Activities Clause in Contracts

No Inconsistent Activities. (a) In light of the consideration given by the Board of Directors of the Company prior to the execution of this Agreement to, among other things, the transactions contemplated hereby, and in light of the Company's representations contained in Section 3.1(u), the Company agrees that it shall not, nor shall it permit any of its subsidiaries to, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its subsidiaries to, directly or indirectly, solicit or initiate, or encourage the submission of, any Takeover Proposal (as defined below), or participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal; provided, however, that nothing in this Section 4.2 shall prevent the Company or its Board of Directors from furnishing non-public information to, or entering into discussions or negotiations with, another person in connection with an unsolicited bona fide Takeover Proposal by such person, if and only to the extent that (i) such person has made a proposal to the Board of Directors of the Company to consummate a Takeover Proposal, which proposal identifies a price or range of values to be paid for the outstanding securities or all or substantially all of the assets of the Company, (ii) the Board of Directors of the Company determines in good faith, after consultation with a financial advisor of nationally recognized reputation, that such proposal would, if so completed, result in a transaction that would provide greater value to the holders of Company Common Stock than the Merger (a "Superior Proposal") and that the party making the proposal has demonstrated that the funds necessary for its proposal are reasonably likely to be available, (iii) the Board of Directors of the Company determines in good faith, after consultation with outside counsel, that such action is necessary in order to comply with its fiduciary duties to the Company's stockholders under applicable law, and (iv) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, the Board of Directors receives from such person an executed confidentiality agreement in form and substance similar to the Confidentiality Agreement dated March 13, 1998 (the "Confidentiality Agreement") between the Company and Parent.

No Inconsistent Activities. (a) In light of the consideration given by the Board of Directors of the Company prior to the execution of this Agreement to, among other things, the transactions contemplated hereby, and in light of the Company's representations contained in Section 3.1(u3.1(j), the Company agrees that it shall not, nor shall it permit any of its subsidiaries to, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its subsidiaries to, directly or indirectly, solicit or initiate, or encourage the submission of, any Takeover Proposal (as defined below), or participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal; , provided, however, that nothing in this Section 4.2 shall prevent the Company or its Board of Directors from furnishing non-public nonpublic information to, or entering into discussions or negotiations with, another person in connection with an unsolicited bona fide written proposal for a Takeover Proposal by such person, if and only to the extent that (i) such person has made a written proposal to the Board of Directors of the Company to consummate a Takeover Proposal, which proposal identifies a price or range of values to be paid for the outstanding securities or all or substantially all of the assets of the Company, (ii) the Board of Directors of the Company determines in good faith, after consultation with a financial advisor of nationally recognized reputation, that such proposal Takeover Proposal is reasonably capable of being completed on substantially the terms proposed (which determination shall include confirmation that the party making the Takeover Proposal will have any funds necessary to complete the Takeover Proposal) and such Takeover Proposal would, if so completed, result in a at transaction that would provide greater value to the holders of Company Common Stock than the Merger (a "Superior ProposalSUPERIOR PROPOSAL") and that the party making the proposal has demonstrated that the funds necessary for its proposal are reasonably likely to be available), (iii) the Board of Directors of the Company determines in good faith, after consultation with based on the advice of its outside legal counsel, that such action is necessary in order to comply with its fiduciary duties to the Company's stockholders holders of Company Common Stock under applicable law, and (iv) prior to before furnishing such nonpublic information to, or entering into discussions or negotiations with, such person or entityperson, the Board of Directors receives from such person an executed confidentiality agreement in form and substance substantially similar to the Confidentiality Agreement confidentiality agreement dated March 13June 21, 1998 2001 between the Company and Parent (the "Confidentiality Agreement") between the Company and Parent).

No Inconsistent Activities. (a) In light The Company hereby agrees that, for a period of forty five (45) days from the consideration given by date hereof (the Board of Directors of the Company prior to the execution of this Agreement to, among other things, the transactions contemplated hereby, and in light of the Company's representations contained in Section 3.1(u“Applicable Period”), the Company agrees that it shall not, nor shall it permit any of its subsidiaries to, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its subsidiaries to, directly or indirectly, solicit (i) solicit, initiate or initiateencourage, or encourage the submission oftake any other action designed to facilitate, any inquiries or the making of any proposal that constitutes a Takeover Proposal (as defined below), or (ii) participate in any negotiations or discussions or negotiations regarding, regarding any Takeover Proposal or furnish to any person any nonpublic information with respect toto a Takeover Proposal, or take any other action to facilitate any inquiries (iii) approve or the making of any proposal that constitutes, endorse or may reasonably be expected to lead to, recommend any Takeover Proposal, or (iv) enter into any letter of intent or similar document or any contract, agreement or commitment accepting any Takeover Proposal or relating to any Takeover Proposal (other than a confidentiality agreement entered into with a party making a Takeover Proposal contemplated by clause (x) of this Section 1(a)); provided, however, that nothing in if, at any time during the term of this Section 4.2 shall prevent Agreement, the Company or its Board of Directors from furnishing non-public information to, or entering into discussions or negotiations with, another person in connection with an unsolicited receives a bona fide Takeover Proposal by such personthat did not result from a breach of this Section 1, if and only to the extent that (i) such person has made a proposal to the Board of Directors of the Company to consummate a Takeover Proposal, which proposal identifies a price or range of values to be paid for (the outstanding securities or all or substantially all of the assets of the Company, (ii“Board”) the Board of Directors of the Company determines in good faith, (A) after consultation with a its outside legal and financial advisor of nationally recognized reputationadvisors, that such proposal wouldTakeover Proposal is, if or is reasonably likely to result in, a Superior Proposal (as defined in Section 1(c)), and (B) after consultation with its outside legal advisor, that failure to do so completed, is reasonably likely to result in a transaction that would provide greater value to the holders of Company Common Stock than the Merger (a "Superior Proposal") and that the party making the proposal has demonstrated that the funds necessary for its proposal are reasonably likely to be available, (iii) the Board of Directors breach of the Company determines in good faith, after consultation with outside counsel, that such action is necessary in order to comply with its Board’s fiduciary duties to the Company's stockholders obligations under applicable law, the Company may (x) furnish information with respect to the Company to the person making such proposal (and (ivits representatives) prior pursuant to furnishing such information to, or entering into discussions or negotiations with, such person or entity, the Board of Directors receives from such person an executed a confidentiality agreement containing terms no less favorable in form and substance similar to the Confidentiality Agreement dated March 13, 1998 (the "Confidentiality Agreement") between the Company and Parent.the

No Inconsistent Activities. (a) In light of the consideration given by the Board of Directors of the Company prior to the execution of this Agreement to, among other things, the transactions contemplated hereby, and in light of the Company's ’s representations contained in Section 3.1(u3.1(j), and Section 3.1(w), the Company agrees that it shall not, nor shall it permit any of its subsidiaries to, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its subsidiaries to, directly or indirectly, solicit (i) solicit, initiate or initiateencourage, or encourage the submission oftake any other action designed to facilitate, any inquiries or the making of any proposal that constitutes a Takeover Proposal (as defined below), or (ii) participate in any negotiations or discussions or negotiations regarding, regarding any Takeover Proposal or furnish to any person Person any nonpublic information with respect toto a Takeover Proposal, or take any other action to facilitate any inquiries (iii) approve or the making of any proposal that constitutes, endorse or may reasonably be expected to lead to, recommend any Takeover Proposal, or (iv) enter into any letter of intent or similar document or any contract, agreement or commitment accepting any Takeover Proposal or relating to any Takeover Proposal (other than a confidentiality agreement entered into with a party making a Takeover Proposal contemplated by clause (x) below); provided, however, that nothing in if, at any time prior to obtaining Shareholder Approval of adoption of this Section 4.2 shall prevent Agreement (the “Applicable Period”), the Company or its Board of Directors from furnishing non-public information to, or entering into discussions or negotiations with, another person in connection with an unsolicited receives a bona fide Takeover Proposal by such personthat did not result from a breach of this Section 4.2(a), if and only to the extent that (i) such person has made a proposal to the Board of Directors of the Company to consummate a Takeover Proposal, which proposal identifies a price or range of values to be paid for the outstanding securities or all or substantially all of the assets of the Company, (ii) the Board of Directors of the Company determines in good faith, (A) after consultation with a its outside legal and financial advisor of nationally recognized reputationadvisors, that such proposal wouldTakeover Proposal is, if or is reasonably likely to result in, a Superior Proposal (as defined in Section 4.2(c) hereof), and (B) after consultation with its outside legal advisor, that failure to do so completed, is reasonably likely to result in a transaction that would provide greater value to the holders breach of Company Common Stock than the Merger (a "Superior Proposal") and that the party making the proposal has demonstrated that the funds necessary for its proposal are reasonably likely to be available, (iii) the Board of Directors of the Company determines in good faith, after consultation with outside counsel, that such action is necessary in order to comply with its Directors’ fiduciary duties to the Company's stockholders obligations under applicable law, the Company may (x) furnish information with respect to the Company to the Person making such proposal (and its representatives) pursuant to a confidentiality agreement containing terms no less favorable in the aggregate to the Company than those set forth in that certain Confidentiality Agreement (the “Confidentiality Agreement”), dated as of September 8, 2005, between Parent and the Company (provided, that such confidentiality agreement shall not in any way restrict the Company from complying with its disclosure obligations under this Agreement, including with respect to such proposal) and (ivy) prior to furnishing such information to, or entering into participate in discussions or negotiations withregarding such proposal. The Company shall, such person and shall cause officers, directors, employees, investment bankers, financial advisors, attorneys, accountants or entityother representatives retained by it to, the Board of Directors receives from such person an executed confidentiality agreement in form immediately cease and substance similar cause to the Confidentiality Agreement dated March 13, 1998 be terminated any discussions or negotiations with any third party (the "Confidentiality Agreement"other than Parent or Merger Sub) between the Company and Parent.conducted heretofore with respect to any Takeover

No Inconsistent Activities. (a) In light of the consideration given by the Board of Directors of the Company prior to the execution of this Agreement to, among other things, the transactions contemplated hereby, and to various alternatives to the transactions contemplated by this Agreement, and in light of the Company's representations contained in Section 3.1(u)3.14, the Company agrees that it shall not, nor shall it permit any of its subsidiaries to, nor shall it authorize or expressly permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its subsidiaries to, directly or indirectly, solicit or initiate, or encourage the submission of, any Takeover Proposal (as defined below)Acquisition Proposal, or participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Acquisition Proposal; provided, however, that nothing in this Section 4.2 the foregoing shall prevent not prohibit the Company or its Company's Board of Directors from furnishing non-public information to, to or entering into discussions or negotiations with, another any person in connection with or entity that makes an unsolicited bona fide Takeover Proposal by such person, if and only to the extent that (i) such person has made a proposal to enter into a business combination with the Company pursuant to an Acquisition Proposal which the Company's Board of Directors of the Company to consummate a Takeover Proposal, which proposal identifies a price or range of values to be paid for the outstanding securities or all or substantially all of the assets of the Company, (ii) the Board of Directors of the Company determines in good faith, after consultation with faith is more favorable from a financial advisor point of nationally recognized reputation, that such proposal would, if so completed, result in a transaction that would provide greater value view to the holders of Company Common Stock Company's stockholders than the Merger transactions contemplated by this Agreement (a "Superior Proposal") and that the party making the proposal has demonstrated that the funds necessary for its proposal are reasonably likely to be available, (iii) the Board of Directors of the Company determines in good faith, after consultation with outside counsel, that such action is necessary in order to comply with its fiduciary duties to the Company's stockholders under applicable law, and (iv) so long as prior to furnishing such information to, or entering into discussions or negotiations with, such a person or entity, the Board of Directors receives Company provides two (2) business days' advance written notice to Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, a person or entity from such person whom the Company has received an executed confidentiality agreement in form and substance similar to the Confidentiality Agreement dated March 13Agreements. The Company shall notify Parent orally and in writing of the fact that it received inquiries, 1998 (the "Confidentiality Agreement") between offers or proposals with respect to an Acquisition Proposal, within 24 hours after the Company obtains Knowledge of the receipt thereof, and Parentshall give Parent five (5) business days' advance notice (which notice shall include the terms and conditions of such proposal) of any agreement to be entered into with, or any information supplied to, any person or entity making such inquiry, offer or proposal. Nothing contained herein shall prohibit the Company from disclosing to its shareholders the statement required by Rule 14e-2(a) under the Exchange Act with respect to an Acquisition Proposal by means of a tender offer. The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any other person that have been conducted heretofore with respect to a potential Acquisition Proposal. Except in connection with a Superior Proposal, the Company agrees to enforce and not to waive or release any confidentiality agreements which any persons have entered into with the Company.

No Inconsistent Activities. (a) In light of the consideration given by the Board of Directors of the Company prior to the execution of this Agreement to, among other things, the transactions contemplated hereby, and in light of the Company's representations contained in Section 3.1(u3.1(j), the Company agrees that it shall not, nor shall it permit any of its subsidiaries to, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its subsidiaries to, directly or indirectly, solicit or initiate, or encourage the submission of, any Takeover Proposal (as defined below), or participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal; , provided, however, that nothing in this Section 4.2 shall prevent the Company or its Board of Directors from furnishing non-public nonpublic information to, or entering into discussions or negotiations with, another person in connection with an unsolicited bona fide written proposal for a Takeover Proposal by such person, if and only to the extent that (i) such person has made a written proposal to the Board of Directors of the Company to consummate a Takeover Proposal, which proposal identifies a price or range of values to be paid for the outstanding securities or all or substantially all of the assets of the Company, (ii) the Board of Directors of the Company determines in good faith, after consultation with a financial advisor of nationally recognized reputation, that such proposal Takeover Proposal is reasonably capable of being completed on substantially the terms proposed (which determination shall include confirmation that the party making the Takeover Proposal will have any funds necessary to complete the Takeover Proposal) and such Takeover Proposal would, if so completed, result in a at transaction that would provide greater value to the holders of Company Common Stock than the Merger (a "Superior Proposal") and that the party making the proposal has demonstrated that the funds necessary for its proposal are reasonably likely to be available), (iii) the Board of Directors of the Company determines in good faith, after consultation with based on the advice of its outside legal counsel, that such action is necessary in order to comply with its fiduciary duties to the Company's stockholders holders of Company Common Stock under applicable law, and (iv) prior to before furnishing such nonpublic information to, or entering into discussions or negotiations with, such person or entityperson, the Board of Directors receives from such person an executed confidentiality agreement in form and substance substantially similar to the Confidentiality Agreement confidentiality agreement dated March 13June 21, 1998 2001 between the Company and Parent (the "Confidentiality Agreement") between the Company and Parent).

No Inconsistent Activities. (a) In light of the -------------------------- consideration given by the Board of Directors of the Company prior to the execution of this Agreement to, among other things, the transactions contemplated hereby, and in light of advice received from the Company's representations contained in Section 3.1(u)financial advisors, the Company agrees that it shall (a) terminate any existing discussions and/or negotiations with other parties concerning the potential acquisition of the Company or any other transaction that would be inconsistent with the transactions contemplated hereby, and (b) not, nor shall it permit any of its subsidiaries to, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its subsidiaries to, directly or indirectly, solicit or initiate, or encourage the submission of, any Takeover Proposal (as defined below), or participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal; provided, however, that nothing in this Section 4.2 the foregoing clauses (a) and (b) shall prevent not prohibit the Company or its Company's Board of Directors from furnishing non-public information to, to or entering into discussions or negotiations with, another with any person in connection with or entity that makes an unsolicited bona fide Takeover Proposal by such personproposal to acquire the Company pursuant to a merger, if consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent that that, (i) such person has made a proposal to the Company's Board of Directors of the Company to consummate a Takeover Proposal, which proposal identifies a price or range of values to be paid for the outstanding securities or all or substantially all of the assets of the Company, (ii) the Board of Directors of the Company determines in good faith, after consultation with a financial advisor considering applicable law and receiving the written advice of nationally recognized reputationoutside counsel, that such proposal would, if so completed, result in a transaction that would provide greater value action is required by its fiduciary duties to the holders Company's Stockholders under applicable law, (ii) the Company's Board of Company Common Stock than Directors determines in good faith, after receiving the Merger (a "Superior Proposal") written advice of its financial advisors, that such unsolicited proposal is financially superior to the transaction contemplated hereby and that the party making the proposal has demonstrated that the funds necessary for its proposal are reasonably likely to be available, available (iii) the Board of Directors of the Company determines in good faith, after consultation with outside counsel, that such action is necessary in order to comply with its fiduciary duties to the Company's stockholders under applicable lawa "Superior Proposal"), and (iviii) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, the Board of Directors Company provides written notice to Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity and receives from such person or entity an executed confidentiality agreement in form reasonably customary form. The Company shall notify Parent orally and substance similar to the Confidentiality Agreement dated March 13, 1998 (the "Confidentiality Agreement") between the Company and Parent.in writing of any inquiries,

No Inconsistent Activities. (a) In light of the consideration given by the Board of Directors of the Company prior to the execution of this Agreement to, among other things, the transactions contemplated hereby, and in light of the Company's representations contained in Section 3.1(u3.1(i), the Company agrees that it shall not, nor shall it permit any of its subsidiaries to, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its subsidiaries to, directly or indirectly, solicit or initiate, or encourage the submission of, any Takeover Proposal (as defined below), or participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal; provided, however, that nothing in this Section 4.2 shall prevent the Company or -------- ------- its Board of Directors from furnishing non-public information to, or entering into discussions or negotiations with, another person in connection with an unsolicited bona fide Takeover Proposal by such person, if and only to the extent that (i) such person has made a proposal Superior Proposal to the Board of Directors of the Company to consummate a Takeover Proposal, which proposal identifies a price or range of values to be paid for the outstanding securities or all or substantially all of the assets of the Company, (ii) the Board of Directors of the Company determines in good faith, after consultation with a financial advisor of nationally recognized reputation, that such proposal would, if so completed, result in a transaction that would provide greater value to the holders of Company Common Stock than the Merger (a "Superior Proposal") and that the party making the proposal has demonstrated that the funds necessary for its proposal are reasonably likely to be available, (iii) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that failure to take such action is necessary in order to comply would be inconsistent with the proper exercise of its fiduciary duties to the Company's stockholders holders of the Company Common Stock under applicable law, law and (iviii) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, the Board of Directors receives from such person an executed confidentiality agreement in form and substance similar to the Confidentiality Agreement dated March 13provisions set forth in Section 5.2. For purposes of this Agreement, 1998 (the a "Confidentiality Agreement") between the Company and Parent.

No Inconsistent Activities. (a) In light of the consideration given by the Board of Directors of the Company prior to the execution of this Agreement to, among other things, the transactions contemplated hereby, and in light of advice received from the Company's representations contained in Section 3.1(u)financial advisors, the Company agrees that it shall (a) terminate any existing discussions and/or negotiations with other parties concerning the potential acquisition of the Company or any other transaction that would be inconsistent with the transactions contemplated hereby, and (b) not, nor shall it permit any of its subsidiaries to, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its subsidiaries to, directly or indirectly, solicit or initiate, or encourage the submission of, any Takeover Proposal (as defined below), or participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal; provided, however, that nothing in this Section 4.2 the foregoing clauses (a) and (b) shall prevent not prohibit the Company or its Company's Board of Directors from furnishing non-public information to, to or entering into discussions or negotiations with, another with any person in connection with or entity that makes an unsolicited bona fide Takeover Proposal by such personproposal to acquire the Company pursuant to a merger, if consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent that that, (i) such person has made a proposal to the Company's Board of Directors of the Company to consummate a Takeover Proposal, which proposal identifies a price or range of values to be paid for the outstanding securities or all or substantially all of the assets of the Company, (ii) the Board of Directors of the Company determines in good faith, after consultation with a financial advisor considering applicable law and receiving the written advice of nationally recognized reputationoutside counsel, that such proposal would, if so completed, result in a transaction that would provide greater value action is required by its fiduciary duties to the holders Company's Stockholders under applicable law, (ii) the Company's Board of Company Common Stock than Directors determines in good faith, after receiving the Merger (a "Superior Proposal") written advice of its financial advisors, that such unsolicited proposal is financially superior to the transaction contemplated hereby and that the party making the proposal has demonstrated that the funds necessary for its proposal are reasonably likely to be available, available (iii) the Board of Directors of the Company determines in good faith, after consultation with outside counsel, that such action is necessary in order to comply with its fiduciary duties to the Company's stockholders under applicable lawa "SUPERIOR PROPOSAL"), and (iviii) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, the Board of Directors Company provides written notice to Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity and receives from such person or entity an executed confidentiality agreement in form reasonably customary form. The Company shall notify Parent orally and substance similar to the Confidentiality Agreement dated March 13, 1998 (the "Confidentiality Agreement") between the Company and Parent.in writing of any inquiries,

No Inconsistent Activities. (a) In light of the consideration given by the Board of Directors of the Company prior to the execution of this Agreement to, among other things, the transactions contemplated hereby, and to various alternatives to the transactions contemplated by this Agreement, and in light of the Company's representations contained in Section 3.1(u)3.14, the Company agrees that it shall not, nor shall it permit any of its subsidiaries to, nor shall it authorize or expressly permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its subsidiaries to, directly or indirectly, solicit or initiate, or encourage the submission of, any Takeover Proposal (as defined below)Acquisition Proposal, or participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Acquisition Proposal; providedPROVIDED, howeverHOWEVER, that nothing in this Section 4.2 the foregoing shall prevent not prohibit the Company or its Company's Board of Directors from furnishing non-public information to, to or entering into discussions or negotiations with, another any person in connection with or entity that makes an unsolicited bona fide Takeover Proposal by such person, if and only to the extent that (i) such person has made a proposal to enter into a business combination with the Company pursuant to an Acquisition Proposal which the Company's Board of Directors of the Company to consummate a Takeover Proposal, which proposal identifies a price or range of values to be paid for the outstanding securities or all or substantially all of the assets of the Company, (ii) the Board of Directors of the Company determines in good faith, after consultation with faith is more favorable from a financial advisor point of nationally recognized reputation, that such proposal would, if so completed, result in a transaction that would provide greater value to the holders of Company Common Stock than the Merger (a "Superior Proposal") and that the party making the proposal has demonstrated that the funds necessary for its proposal are reasonably likely to be available, (iii) the Board of Directors of the Company determines in good faith, after consultation with outside counsel, that such action is necessary in order to comply with its fiduciary duties view to the Company's stockholders under applicable law, and than the transactions contemplated by this Agreement (iva "SUPERIOR PROPOSAL") so long as prior to furnishing such information to, or entering into discussions or negotiations with, such a person or entity, the Board of Directors receives Company provides two (2) business days' advance written notice to Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, a person or entity from such person whom the Company has received an executed confidentiality agreement in form and substance similar to the Confidentiality Agreement dated March 13Agreements. The Company shall notify Parent orally and in writing of the fact that it received inquiries, 1998 (the "Confidentiality Agreement") between offers or proposals with respect to an Acquisition Proposal, within 24 hours after the Company obtains Knowledge of the receipt thereof, and Parentshall give Parent five (5) business days' advance notice (which notice shall include the terms and conditions of such proposal) of any agreement to be entered into with, or any information supplied to, any person or entity making such inquiry, offer or proposal. Nothing contained herein shall prohibit the Company from disclosing to its shareholders the statement required by Rule 14e-2(a) under the Exchange Act with respect to an Acquisition Proposal by means of a tender offer. The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any other person that have been conducted heretofore with respect to a potential Acquisition Proposal. Except in connection with a Superior Proposal, the Company agrees to enforce and not to waive or release any confidentiality agreements which any persons have entered into with the Company.

No Inconsistent Activities. (a) In light of the consideration given by the Board of Directors of the The Company prior to the execution of this Agreement to, among other things, the transactions contemplated herebywill not, and in light of the Company's representations contained in Section 3.1(u), the Company agrees that it shall not, nor shall it permit any of will cause its subsidiaries to, nor shall it authorize or permit any and each officer, director or employee of, of or any investment banker, attorney attorney, accountant or other advisor or representative of, the Company or any of its subsidiaries not to, directly or indirectly, solicit solicit, initiate or initiate, or knowingly encourage the submission of, of any Takeover Acquisition Proposal (as defined below), or participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to, the Company or any of its subsidiaries, or take any other action to facilitate facilitate, any Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Acquisition Proposal; , or enter into any agreement with respect to an Acquisition Proposal, provided, however, that nothing contained in this Section 4.2 4.2(a) shall prevent prohibit the Company or its Board of Directors of the Company from furnishing non-public information to, or entering into discussions or negotiations with, another any person in connection with that makes an unsolicited bona fide Takeover written Acquisition Proposal by such personif, if and only to the extent that (iA) such person has made a proposal to the Board of Directors of the Company Company, after consultation with independent legal counsel, determines in good faith that such action is necessary for such Board to consummate a Takeover Proposal, which proposal identifies a price or range of values comply with its fiduciary duties to be paid for the outstanding securities or all or substantially all of the assets of the Company's shareholders under applicable Law, (iiB) the Board of Directors of the Company determines in good faith, after consultation with a financial advisor of nationally recognized reputation, faith that such proposal Acquisition Proposal, if accepted, is reasonably likely to be consummated and would, if so completedconsummated, result in a transaction that would provide greater value materially more favorable to the holders of Company Common Stock Company's shareholders than the Merger Arrangement (any such materially more favorable Acquisition Proposal being referred to herein as a "Superior Proposal") and that the party making the proposal has demonstrated that the funds necessary for its proposal are reasonably likely to be available), (iiiC) the Board of Directors of prior to accepting, approving, recommending or entering into an agreement relating to a Superior Proposal, the Company determines in good faith, after consultation with outside counsel, that such action is necessary in order (i) provides five (5) Business Days prior written notice to comply with its fiduciary duties Parent to the Company's stockholders under applicable laweffect that it is proposing to take such action, and (ivii) in the event that Parent in its sole discretion offers to amend this Agreement to provide for terms substantially similar to those of the Superior Proposal, negotiates in good faith with Parent with respect to such offer, and (D) prior to furnishing such information toinformation, or entering into discussions or negotiations with, with such person or entityperson, the Board of Directors Company receives from such person an executed confidentiality agreement in reasonably customary form and substance similar to in any event containing terms at least as stringent as those contained in the Confidentiality Agreement dated March 13(defined in Section 5.2 below). The Company shall notify Parent of any Acquisition Proposal or request for nonpublic information by any person who is considering making an Acquisition Proposal (including all material terms and conditions thereof and the identity of the person making it) as promptly as practicable (but in no case later than 24 hours) after its receipt thereof, 1998 (and shall provide Parent with a copy of any written Acquisition Proposal or amendments or supplements thereto, and shall thereafter inform Parent on a current basis of the "status of any inquiries, discussions or negotiations with such a third party, and any material changes to the terms and conditions of such Acquisition Proposal, and shall promptly give Parent a copy of any information delivered to such person which has not previously been reviewed by Parent. Parent acknowledges and agrees that any such information provided to Parent shall be subject to the terms of the Confidentiality Agreement") between . Immediately after the execution and delivery of this Agreement, the Company will, and Parentwill cause its subsidiaries and affiliates, and their respective officers, directors, employees, investment bankers, attorneys, accountants and other agents to, cease and terminate any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any possible Acquisition Proposal.

No Inconsistent Activities. (a) In light of the consideration given by the Board of Directors of the Company prior to the execution of this Agreement to, among other things, the transactions contemplated hereby, and in light of the Company's representations contained in Section 3.1(uSections 3.1(j) and 3.1(v), the Company agrees that it shall not, nor shall it permit any of its subsidiaries to, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its subsidiaries to, directly or indirectly, solicit or initiate, or encourage the submission of, any Takeover Proposal (as defined below), or participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal; provided, however, that nothing in this Section 4.2 shall prevent the Company or its Board of Directors from furnishing (i) taking any non-public appealable, final action ordered to be taken by the Company or its subsidiaries by any court of competent jurisdiction or (ii) furnishing information to, or entering into discussions or negotiations with, another person in connection with an unsolicited bona fide Takeover Proposal by such person, if and only to the extent that that, in the case of clause (ii), (i) such person has made a proposal to the Board of Directors of the Company to consummate a Takeover Proposal, which proposal identifies a price or range of values to be paid for the outstanding securities or all or substantially all of the assets of the Company, (ii) the Board of Directors of the Company determines in good faith, after consultation with legal counsel and a financial advisor of nationally recognized reputation, that such proposal would, if so completed, result in action would reasonably likely lead to a transaction that would provide greater value to the holders of Company Common Stock than the Merger (a "Superior ProposalSUPERIOR PROPOSAL") and that the party making the proposal has demonstrated that the funds necessary for its proposal are reasonably likely to be available, (iiiii) the Board of Directors of the Company determines in good faith, after consultation with outside its legal counsel, that the failure to take such action is necessary in order to comply would be inconsistent with its fiduciary duties to the Company's stockholders holders of Company Common Stock under applicable law, and (iviii) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, the Board of Directors receives from such person an executed confidentiality agreement in form and substance similar to the Confidentiality Agreement dated March 13June 6, 1998 (the "Confidentiality Agreement") 2003 between the Company and ParentParent (the "CONFIDENTIALITY AGREEMENT"). For purposes of this Agreement, Xxxxxxx shall be considered a financial advisor of nationally recognized reputation.