Common use of No Other Negotiations Clause in Contracts

No Other Negotiations. (a) Buyer shall not, and shall not authorize, encourage or permit any of its Subsidiaries or any of their respective officers, directors, employees, shareholders, Affiliates, agents, advisors (including any attorneys, financial advisors, investment bankers or accountants) or other representatives (collectively, the “Buyer Representatives”) to, directly or indirectly: (a) solicit, initiate, or knowingly encourage, facilitate or induce the making, submission or announcement of any inquiry, offer or proposal from any Person (other than Cyrus, the Company Shareholders or the Company) concerning any Alternative Buyer Transaction; (b) furnish any nonpublic information regarding Buyer to any Person (other than Buyer and its agents and advisors) in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Buyer Transaction (other than to respond to such inquiry, offer or proposal solely by indicating that Buyer is subject to this Section 8.3); (c) enter into, participate in, entertain, maintain or continue any discussions or negotiations with any Person (other than Cyrus, the Company Shareholders or the Company and their agents and advisors) with respect to any Alternative Buyer Transaction (other than to respond to such inquiry, offer or proposal solely by indicating that Buyer is subject to this Section 8.3); (d) otherwise cooperate with, facilitate or encourage any effort or attempt by any Person (other than Cyrus, the Company Shareholders or the Company and their agents and advisors) to effect any Alternative Buyer Transaction; or (e) execute, enter into or become bound by any letter of intent, memorandum of understanding, other Contract or understanding between Buyer and any Person (other than Cyrus, the Company Shareholders or the Company) that is related to, provides for or concerns any Alternative Buyer Transaction. If any Buyer Representative, whether in his or her capacity as such or in any other capacity, takes any action that Buyer is obligated pursuant to this Section 8.3(a) to cause such Buyer Representative not to take, then Buyer shall be deemed for all purposes of this Agreement to have breached this Section 8.3(a). Buyer shall, and shall cause each of its Subsidiaries and the Buyer Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions and negotiations with any Persons conducted heretofore with respect to an Alternative Buyer Transaction.

No Other Negotiations. (a) Buyer The Company shall not, and shall not authorize, encourage or permit any of its Subsidiaries or any of their respective officers, directors, employees, shareholdersstockholders, Affiliatesaffiliates, agents, advisors (including any attorneys, financial advisors, investment bankers or accountants) or other representatives (collectively, the “Buyer Company Representatives”) to, directly or indirectly: (a) solicit, initiate, or knowingly encourage, facilitate or induce the making, submission or announcement of any inquiry, offer or proposal from any Person (other than Cyrus, the Company Shareholders or the CompanyMacrovision) concerning any Alternative Buyer Transaction; (b) furnish any nonpublic information regarding Buyer an Acquired Company to any Person (other than Buyer Macrovision and its agents and advisors) in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Buyer Transaction (other than to respond to such inquiry, offer or proposal solely by indicating that Buyer the Company is subject to this Section 8.35.8); (c) enter into, participate in, entertain, maintain or continue any discussions or negotiations with any Person (other than Cyrus, the Company Shareholders or the Company Macrovision and their its agents and advisors) with respect to any Alternative Buyer Transaction (other than to respond to such inquiry, offer or proposal solely by indicating that Buyer the Company is subject to this Section 8.35.8); (d) otherwise cooperate with, facilitate or encourage any effort or attempt by any Person (other than Cyrus, the Company Shareholders or the Company Macrovision and their its agents and advisors) to effect any Alternative Buyer Transaction; or (e) execute, enter into or become bound by any letter of intent, memorandum of understanding, other Contract or understanding between Buyer an Acquired Company and any Person (other than Cyrus, the Company Shareholders or the CompanyMacrovision) that is related to, provides for or concerns any Alternative Buyer Transaction. If any Buyer Company Representative, whether in his or her capacity as such or in any other capacity, takes any action that Buyer the Company is obligated pursuant to this Section 8.3(a5.8(a) to cause such Buyer Company Representative not to take, then Buyer the Company shall be deemed for all purposes of this Agreement to have breached this Section 8.3(a5.8(a). Buyer shall, and shall cause each of its Subsidiaries and the Buyer Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions and negotiations with any Persons conducted heretofore with respect to an Alternative Buyer Transaction.

No Other Negotiations. (a) Buyer The Company shall not, and shall not authorize, encourage or permit any of its Subsidiaries the Operating Subsidiary or any of their respective the Company’s or the Operating Subsidiary’s officers, directors, employees, shareholdersstockholders, Affiliates, agents, advisors (including any attorneys, financial advisors, investment bankers or accountants) or other representatives (collectively, the “Buyer Company Representatives”) to, directly or indirectly: (a) solicit, initiate, or knowingly encourage, facilitate or induce the making, submission or announcement of any inquiry, offer or proposal from any Person (other than Cyrus, the Company Shareholders or the CompanyParent) concerning any Alternative Buyer Transaction; (b) furnish any nonpublic information regarding Buyer the Company or the Operating Subsidiary to any Person (other than Buyer Parent and its agents and advisors) in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Buyer Transaction (other than to respond to such inquiry, offer or proposal solely by indicating that Buyer the Company is subject to this Section 8.35.8); (c) enter into, participate in, entertain, maintain or continue any discussions or negotiations with any Person (other than Cyrus, the Company Shareholders or the Company Parent and their its agents and advisors) with respect to any Alternative Buyer Transaction (other than to respond to such inquiry, offer or proposal solely by indicating that Buyer the Company is subject to this Section 8.35.8); (d) otherwise cooperate with, facilitate or encourage any effort or attempt by any Person (other than Cyrus, the Company Shareholders or the Company Parent and their its agents and advisors) to effect any Alternative Buyer Transaction; or (e) execute, enter into or become bound by any letter of intent, memorandum of understanding, other Contract or understanding between Buyer the Company or the Operating Subsidiary and any Person (other than Cyrus, the Company Shareholders or the CompanyParent) that is related to, provides for or concerns any Alternative Buyer TransactionTransaction (each, an “Alternative Transaction Agreement”); provided, however, that nothing contained in this Section 5.8 or any other provision of this Agreement prohibits the Company or the Company Board from making such disclosure to the Company Stockholders as, in the good faith judgment of the Company Board, after receiving advice from its outside counsel, is required under Applicable Law in order to comply with its fiduciary duties. If any Buyer Company Representative, whether in his or her capacity as such or in any other capacity, takes any action that Buyer the Company is obligated pursuant to this Section 8.3(a) 5.8 to cause such Buyer Company Representative not to take, then Buyer the Company shall be deemed for all purposes of this Agreement to have breached this Section 8.3(a5.8(a). Buyer shall, and shall cause each of its Subsidiaries and the Buyer Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions and negotiations with any Persons conducted heretofore with respect to an Alternative Buyer Transaction.

No Other Negotiations. (a) Buyer shall Company will not, and shall Company will not authorize, encourage or permit any officer, director, employee, shareholder, affiliate or agent of its Subsidiaries Company or any of their respective officers, directors, employees, shareholders, Affiliates, agents, advisors (including any attorneys, financial advisorsattorney, investment bankers or accountants) banker or other representatives (collectively, the “Buyer Representatives”) person on Company’s or their behalf to, directly or indirectly: (ai) solicit, initiate, or knowingly encourage, facilitate encourage or induce the making, submission or announcement of of, any offer or proposal from any party concerning any Alternative Transaction (as defined below) or take any other action that could reasonably be expected to lead to an Alternative Transaction or a proposal therefor; (ii) consider any inquiry, offer or proposal received from any Person party concerning any Alternative Transaction (other than Cyrusto respond to such inquiry, the offer or proposal by indicating that Company Shareholders or the Company) concerning is not interested in any Alternative Buyer Transaction); (biii) furnish any nonpublic information regarding Buyer Company to any Person (other than Buyer and its agents and advisors) person or entity in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Buyer Transaction (other than to respond to such inquiry, offer or proposal solely by indicating that Buyer Company is subject to this Section 8.3not interested in any Alternative Transaction); (civ) enter into, participate in, entertain, maintain or continue in any discussions or negotiations with any Person (other than Cyrus, the Company Shareholders person or the Company and their agents and advisors) entity with respect to any Alternative Buyer Transaction (other than to respond to such inquiry, offer or proposal solely by indicating that Buyer Company is subject to this Section 8.3not interested in any Alternative Transaction); (dv) otherwise cooperate with, facilitate or encourage any effort or attempt by any Person person or entity (other than Cyrus, the Company Shareholders or the Company and their agents and advisorsParent) to effect any Alternative Buyer Transaction; or (evi) execute, enter into or become bound by any letter of intent, memorandum of understandingagreement, other Contract commitment or understanding between Buyer Company and any Person (other than Cyrus, the Company Shareholders or the Company) third party that is related to, provides for or concerns any Alternative Buyer Transaction. If Company will promptly notify Parent orally and in writing of any Buyer Representativeinquiries or proposals received by Company or its directors, whether officers, shareholders, employees or agents regarding any Alternative Transaction and will, identify the party making the inquiry or proposal and the nature and terms of any inquiry or proposal. Any violation of the restrictions set forth in his or her capacity as such or in any other capacity, takes any action that Buyer is obligated pursuant to this Section 8.3(a) to cause such Buyer Representative not to takeby any officer, then Buyer director or employee of Company or any attorney, investment banker, director or other representative of Company shall be deemed for all purposes a breach of this Agreement Section 5.7 by Company. As used herein, the term "Alternative Transaction" means any commitment, agreement or transaction involving or providing for (a) the possible disposition of all or any substantial portion of Company’s business, assets or capital stock, whether by way of merger, consolidation, sale of assets, sale of stock, stock exchange, tender offer and/or any other form of business combination, or (b) any initial public offering of capital stock or other securities of Company pursuant to have breached this Section 8.3(a). Buyer shall, and shall cause each of its Subsidiaries and a registration statement filed under the Buyer Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions and negotiations with any Persons conducted heretofore with respect to an Alternative Buyer TransactionSecurities Act.

No Other Negotiations. (a) Buyer shall Company will not, and shall Company will not --------------------- authorize, encourage or permit any officer, director, employee, shareholder, affiliate or agent of its Subsidiaries Company or any of their respective officers, directors, employees, shareholders, Affiliates, agents, advisors (including any attorneys, financial advisorsattorney, investment bankers or accountants) banker or other representatives (collectively, the “Buyer Representatives”) person on Company's or their behalf to, directly or indirectly: (ai) solicit, initiate, or knowingly encourage, facilitate encourage or induce the making, submission or announcement of of, any offer or proposal from any party concerning any Alternative Transaction or take any other action that could reasonably be expected to lead to an Alternative Transaction or a proposal therefor; (ii) consider any inquiry, offer or proposal received from any Person party concerning any Alternative Transaction (other than Cyrusto respond to such inquiry, the offer or proposal by indicating that Company Shareholders or the Company) concerning is not interested in any Alternative Buyer Transaction); (biii) furnish any nonpublic information regarding Buyer Company to any Person (other than Buyer and its agents and advisors) person or entity in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Buyer Transaction (other than to respond to such inquiry, offer or proposal solely by indicating that Buyer is subject to this Section 8.3Company will not consider any Alternative Transaction); (civ) enter into, participate in, entertain, maintain or continue in any discussions or negotiations with any Person (other than Cyrus, the Company Shareholders person or the Company and their agents and advisors) entity with respect to any Alternative Buyer Transaction (other than to respond to such inquiry, offer or proposal solely by indicating that Buyer is subject to this Section 8.3Company will not consider any Alternative Transaction); (dv) otherwise cooperate with, facilitate or encourage any effort or attempt by any Person person or entity (other than Cyrus, the Company Shareholders or the Company and their agents and advisorsParent) to effect any Alternative Buyer Transaction; or (evi) execute, enter into or become bound by any letter of intent, memorandum of understandingagreement, other Contract commitment or understanding between Buyer Company and any Person (other than Cyrus, the Company Shareholders or the Company) third party that is related to, provides for or concerns any Alternative Buyer Transaction. If Company will promptly notify Parent orally and in writing of any Buyer Representativeinquiries or proposals received by Company or its directors, whether officers, shareholders, employees or agents regarding any Alternative Transaction and will identify the party making the inquiry or proposal and the nature and terms of any inquiry or proposal. Any violation of the restrictions set forth in his or her capacity as such or in any other capacity, takes any action that Buyer is obligated pursuant to this Section 8.3(a) to cause such Buyer Representative not to takeby any officer, then Buyer director or employee of Company or any attorney, investment banker or other director or representative of Company shall be deemed for all purposes a breach of this Agreement to have breached this Section 8.3(a). Buyer shall, and shall cause each of its Subsidiaries and the Buyer Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions and negotiations with any Persons conducted heretofore with respect to an Alternative Buyer Transaction.5.7

No Other Negotiations. (a) Buyer The Company shall not, and shall not authorize, encourage or permit any of its Subsidiaries or any of their respective officers, directors, employees, shareholders, Affiliates, agents, advisors (including any attorneys, financial advisors, investment bankers or accountants) or other representatives (collectively, the “Buyer Company Representatives”) to, directly or indirectly: (ai) solicit, initiate, or knowingly encourage, facilitate or induce the making, submission or announcement of any inquiry, offer or proposal from any Person (other than Cyrus, the Company Shareholders or the CompanyParent) concerning any Alternative Buyer Transaction; (bii) furnish any nonpublic information regarding Buyer the Company to any Person (other than Buyer Parent and its agents and advisors) in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Buyer Transaction (other than to respond to such inquiry, offer or proposal solely by indicating that Buyer the Company is subject to this Section 8.35.8); (ciii) enter into, participate in, entertain, maintain or continue any discussions or negotiations with any Person (other than Cyrus, the Company Shareholders or the Company Parent and their its agents and advisors) with respect to any Alternative Buyer Transaction (other than to respond to such inquiry, offer or proposal solely by indicating that Buyer the Company is subject to this Section 8.35.8); (div) otherwise cooperate with, facilitate or encourage any effort or attempt by any Person (other than Cyrus, the Company Shareholders or the Company Parent and their its agents and advisors) to effect any Alternative Buyer Transaction; or (ev) execute, enter into or become bound by any letter of intent, memorandum of understanding, other Contract or understanding between Buyer the Company and any Person (other than Cyrus, the Company Shareholders or the CompanyParent) that is related to, provides for or concerns any Alternative Buyer Transaction. If any Buyer RepresentativeCompany Representatives, whether in his or her capacity as such or in any other capacity, takes any action that Buyer the Company is obligated pursuant to this Section 8.3(a5.8(a) to cause such Buyer Representative Company Representatives not to take, then Buyer the Company shall be deemed for all purposes of this Agreement to have breached this Section 8.3(a5.8(a). Buyer shall, and shall cause each of its Subsidiaries and the Buyer Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions and negotiations with any Persons conducted heretofore with respect to an Alternative Buyer Transaction.

No Other Negotiations. (a) Buyer The Company shall not, and shall not authorize, encourage or permit any of its Subsidiaries or any of their respective officers, directors, employees, shareholdersstockholders, Affiliates, agents, advisors (including any attorneys, financial advisors, investment bankers or accountants) or other representatives Representatives (collectively, the “Buyer Company Representatives”) to, directly or indirectly: (a) solicit, initiate, or knowingly encourage, facilitate or induce the making, submission or announcement of any inquiry, offer or proposal from any Person (other than Cyrus, the Company Shareholders or the CompanyParent) concerning any Alternative Buyer Transaction; (b) furnish any nonpublic information regarding Buyer the Company to any Person (other than Buyer Parent and its agents and advisors) in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Buyer Transaction (other than to respond to such inquiry, offer or proposal solely by indicating that Buyer the Company is subject to this Section 8.35.8); (c) enter into, participate in, entertain, maintain or continue any discussions or negotiations with any Person (other than Cyrus, the Company Shareholders or the Company Parent and their its agents and advisors) with respect to any Alternative Buyer Transaction (other than to respond to such inquiry, offer or proposal solely by indicating that Buyer the Company is subject to this Section 8.35.8); (d) otherwise cooperate with, facilitate or encourage any effort or attempt by any Person (other than Cyrus, the Company Shareholders or the Company Parent and their its agents and advisors) to effect any Alternative Buyer Transaction; or (e) execute, enter into or become bound by any letter of intent, memorandum of understanding, other Contract or understanding between Buyer the Company and any Person (other than Cyrus, the Company Shareholders or the CompanyParent) that is related to, provides for or concerns any Alternative Buyer Transaction. If any Buyer RepresentativeCompany Representatives, whether in his or her capacity as such or in any other capacity, takes any action that Buyer the Company is obligated pursuant to this Section 8.3(a5.8(a) to cause such Buyer Representative Company Representatives not to take, then Buyer the Company shall be deemed for all purposes of this Agreement to have breached this Section 8.3(a5.8(a). Buyer shall, and shall cause each of its Subsidiaries and the Buyer Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions and negotiations with any Persons conducted heretofore with respect to an Alternative Buyer Transaction.

No Other Negotiations. (a) Buyer shall The Company will not, and shall will not authorize, encourage or knowingly permit any director, officer, employee, stockholder, affiliate or agent of its Subsidiaries the Company or any of their respective officers, directors, employees, shareholders, Affiliates, agents, advisors (including Company Subsidiary or any attorneys, financial advisorsattorney, investment bankers or accountants) banker or other representatives (collectively, Person on the “Buyer Representatives”) Company’s behalf to, directly or indirectly: (a) solicit, initiate, encourage or knowingly encourage, facilitate or induce the making, submission or announcement of any inquiry, offer or proposal from any Person (other than Cyrus, the Company Shareholders or the Company) concerning any Alternative Buyer TransactionTransaction or take any other action that could reasonably be expected to lead to an Alternative Transaction or a proposal therefor; (b) consider any inquiry, offer or proposal received from any party concerning any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company is not interested in any Alternative Transaction); (c) furnish any nonpublic information regarding Buyer any of the Companies to any Person (other than Buyer and its agents and advisorsBuyer) in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Buyer Transaction (other than to respond to such inquiry, offer or proposal solely by indicating that Buyer the Company is subject to this Section 8.3not interested in any Alternative Transaction); (cd) enter into, participate in, entertain, maintain or continue in any discussions or negotiations with any Person (other than Cyrus, the Company Shareholders or the Company and their agents and advisorsBuyer) with respect to any Alternative Buyer Transaction (other than to respond to such inquiry, offer or proposal solely by indicating that Buyer the Company is subject to this Section 8.3not interested in any Alternative Transaction); (de) otherwise cooperate with, knowingly facilitate or encourage any effort or attempt by any Person (other than Cyrus, the Company Shareholders or the Company and their agents and advisorsBuyer) to effect any Alternative Buyer Transaction; or (ef) execute, enter into or become bound by any letter of intent, memorandum of understandingagreement, other Contract commitment or understanding between Buyer Company and any Person (other than Cyrus, the Company Shareholders or the CompanyBuyer) that is related to, provides for or concerns any Alternative Buyer Transaction. If The Company will promptly notify Buyer orally and in writing of any inquiries or proposals received by any of the Companies or its directors or officers, or, to its knowledge, employees, stockholders, affiliates or agents regarding any Alternative Transaction and will identify the party making the inquiry or proposal and the nature and terms of any inquiry or proposal. The Companies will also promptly provide Buyer Representativewith a complete copy of any such inquiries or proposals received in writing. Any violation of the restrictions set forth in this Section 8.8 by any director, officer or employee of the Company or any attorney, investment banker or other director or representative of the Company will be deemed a breach of this Section 8.8 by the Company. As used herein, the term “Alternative Transaction” means any commitment, agreement or transaction involving or providing for the possible disposition of all or any substantial portion of the Company’s business, assets or capital stock, whether in his by way of merger, consolidation, sale of assets, sale of stock, stock exchange, tender offer or her capacity as such or in any other capacity, takes any action that Buyer is obligated pursuant to this Section 8.3(a) to cause such Buyer Representative not to take, then Buyer shall be deemed for all purposes form of this Agreement to have breached this Section 8.3(a). Buyer shall, and shall cause each of its Subsidiaries and the Buyer Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions and negotiations with any Persons conducted heretofore with respect to an Alternative Buyer Transactionbusiness combination.

No Other Negotiations. (a) Buyer shall The Company will not, and shall will not authorize, encourage or permit any other Person, including any of its Subsidiaries or any of their respective officers, directors, employees, shareholders, Affiliatesofficers, agents, advisors (including any attorneys, financial advisors, investment bankers or accountants) or and other representatives (collectively, all of the foregoing Persons collectively being the “Buyer Company Representatives”) ), on its behalf to, directly or indirectly: (ai) solicit, initiate, or knowingly encourage, induce or facilitate or induce the making, submission or announcement of any inquiry, expression interest, offer or proposal from any Person (other than Cyrus, the Company Shareholders or the Company) concerning any Alternative Buyer TransactionTransaction (as defined below) or take any other action that could reasonably be expected to lead to an Alternative Transaction or a proposal therefor; (bii) furnish any nonpublic information regarding Buyer the Business to any Person (other than Buyer and its agents and advisorsBuyer) in connection with with, or in response to any inquiry, offer or proposal for or regarding any Alternative Buyer Transaction (other than to respond to such inquiry, offer or proposal solely by indicating that Buyer is subject to this Section 8.3); (c) enter into, participate in, entertain, maintain or continue any discussions or negotiations with any Person (other than CyrusBuyer) regarding, the Company Shareholders or the Company and their agents and advisors) with respect to any Alternative Buyer Transaction (other than to respond to such inquiry, offer or proposal solely by indicating that Buyer is subject to this Section 8.3)concerning any Alternative Transaction; (diii) otherwise cooperate with, facilitate or encourage any effort or attempt by any Person (other than Cyrus, the Company Shareholders or the Company and their agents and advisorsBuyer) to effect any Alternative Buyer Transaction; or (eiv) execute, enter into or become bound by any letter of intent, memorandum of understandingagreement, other Contract commitment or understanding between Buyer the Company and any Person (other than Cyrus, the Company Shareholders or the CompanyBuyer) that is related to, provides for or concerns any Alternative Buyer Transaction. If The Company will promptly notify Buyer of any Buyer Representativeinquiries or proposals received by the Company or, whether in his to the Company’s Knowledge, by any Company Representative regarding any Alternative Transaction and will identify the party making the inquiry or her capacity as such or in any other capacity, takes any action that Buyer is obligated pursuant to this Section 8.3(a) to cause such Buyer Representative not to take, then Buyer shall be deemed for all purposes of this Agreement to have breached this Section 8.3(a). Buyer shall, and shall cause each of its Subsidiaries proposal and the Buyer Representatives tonature and terms of such inquiry or proposal. As used herein, immediately cease and cause to be terminated any and all existing activities, discussions and negotiations with any Persons conducted heretofore with respect to an Alternative Buyer Transaction.the term “

No Other Negotiations. (a) Buyer The Company shall not, and shall not authorize, encourage or permit any of its Subsidiaries or any of their respective officers, directors, employees, shareholders, Affiliates, agents, advisors (including any attorneys, financial advisors, investment bankers or accountants) or other representatives (collectively, the “Buyer Company Representatives”) to, directly or indirectly: (a) solicit, initiate, or knowingly encourage, facilitate or induce the making, submission or announcement of any inquiry, offer or proposal from any Person (other than Cyrus, the Company Shareholders or the CompanyParent) concerning any Alternative Buyer Transaction; (b) furnish any nonpublic information regarding Buyer the Company or its Subsidiaries to any Person (other than Buyer Parent and its agents and advisors) in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Buyer Transaction (other than to respond to such inquiry, offer or proposal solely by indicating that Buyer the Company is subject to this Section 8.35.7); (c) enter into, participate in, entertain, maintain or continue any discussions or negotiations with any Person (other than Cyrus, the Company Shareholders or the Company Parent and their its agents and advisors) with respect to any Alternative Buyer Transaction (other than to respond to such inquiry, offer or proposal solely by indicating that Buyer the Company is subject to this Section 8.35.7); (d) otherwise cooperate with, facilitate or encourage any effort or attempt by any Person (other than Cyrus, the Company Shareholders or the Company Parent and their its agents and advisors) to effect any Alternative Buyer Transaction; or (e) execute, enter into or become bound by any letter of intent, memorandum of understanding, other Contract or understanding between Buyer the Company and any Person (other than Cyrus, the Company Shareholders or the CompanyParent) that is related to, provides for or concerns any Alternative Buyer Transaction, provided, however, that in the event the Company receives an unsolicited proposal with respect to such a transaction from any Person (other than Parent and its designees), the Company may, to the extent it is required to do so by applicable fiduciary duties confirmed by advice of counsel to that effect, (a “Superior Proposal”) enter into discussion or transactions with or provide information to such Person. If any Buyer Company Representative, whether in his or her capacity as such or in any other capacity, takes any action that Buyer the Company is obligated pursuant to this Section 8.3(a5.7(a) to cause such Buyer Company Representative not to take, then Buyer the Company shall be deemed for all purposes of this Agreement to have breached this Section 8.3(a5.7(a). Buyer shall, and shall cause each of its Subsidiaries and the Buyer Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions and negotiations with any Persons conducted heretofore with respect to an Alternative Buyer Transaction.

No Other Negotiations. (a) Buyer The Company and the Company Shareholders shall not, and shall not authorize, encourage or permit any of its Subsidiaries or any of their respective officers, directors, employees, shareholders, Affiliates, agents, advisors (including any attorneys, financial advisors, investment bankers or accountants) or other representatives (collectively, the “Buyer Representatives”) Company Representatives to, directly or indirectly: (a) solicit, initiate, or knowingly encourage, facilitate or induce the making, submission or announcement of any inquiry, offer or proposal from any Person (other than Cyrus, the Company Shareholders or the CompanyBuyer) concerning any Alternative Buyer Transaction; (b) furnish any nonpublic information regarding Buyer any Group Company to any Person (other than Buyer and its agents and advisors) in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Buyer Transaction (other than to respond to such inquiry, offer or proposal solely by indicating that Buyer the Company is subject to this Section 8.37.7); (c) enter into, participate in, entertain, maintain or continue any discussions or negotiations with any Person (other than Cyrus, the Company Shareholders or the Company Buyer and their its agents and advisors) with respect to any Alternative Buyer Transaction (other than to respond to such inquiry, offer or proposal solely by indicating that Buyer the Company is subject to this Section 8.37.7); (d) otherwise cooperate with, facilitate or encourage any effort or attempt by any Person (other than Cyrus, the Company Shareholders or the Company Buyer and their its agents and advisors) to effect any Alternative Buyer Transaction; or (e) execute, enter into or become bound by any letter of intent, memorandum of understanding, other Contract or understanding between Buyer any Group Company and any Person (other than Cyrus, the Company Shareholders or the CompanyBuyer) that is related to, provides for or concerns any Alternative Buyer Transaction. If any Buyer Company Representative, whether in his or her capacity as such or in any other capacity, takes any action that Buyer the Company is obligated pursuant to this Section 8.3(a7.7(a) to cause such Buyer Company Representative not to take, then Buyer the Company shall be deemed for all purposes of this Agreement to have breached this Section 8.3(a7.7(a). Buyer shall, and shall cause each of its Subsidiaries and the Buyer Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions and negotiations with any Persons conducted heretofore with respect to an Alternative Buyer Transaction.

No Other Negotiations. (a) Buyer The Company shall not, and shall not authorize, encourage or permit any of its Subsidiaries Company Subsidiary or any of their respective officers, directors, employees, shareholdersstockholders, Affiliatesaffiliates, agents, advisors (including any attorneys, financial advisors, investment bankers or accountants) or other representatives (collectively, the “Buyer Representatives”"COMPANY REPRESENTATIVES") to, directly or indirectly: (a) solicit, initiate, or knowingly encourage, facilitate or induce the making, submission or announcement of any inquiry, offer or proposal from any Person (other than Cyrus, the Company Shareholders or the CompanyAcquiror) concerning any Alternative Buyer Transaction; (b) furnish any nonpublic information regarding Buyer the Company or its Subsidiaries to any Person (other than Buyer Acquiror and its agents and advisors) in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Buyer Transaction (other than to respond to such inquiry, offer or proposal solely by indicating that Buyer the Company is subject to this Section 8.35.7); (c) enter into, participate in, entertain, maintain or continue any discussions or negotiations with any Person (other than Cyrus, the Company Shareholders or the Company Acquiror and their its agents and advisors) with respect to any Alternative Buyer Transaction (other than to respond to such inquiry, offer or proposal solely by indicating that Buyer the Company is subject to this Section 8.35.7); (d) otherwise cooperate with, facilitate or encourage any effort or attempt by any Person (other than Cyrus, the Company Shareholders or the Company Acquiror and their its agents and advisors) to effect any Alternative Buyer Transaction; or (e) execute, enter into or become bound by any letter of intent, memorandum of understanding, other Contract or understanding between Buyer the Company and any Person (other than Cyrus, the Company Shareholders or the CompanyAcquiror) that is related to, -50- provides for or concerns any Alternative Buyer Transaction. If any Buyer Company Representative, whether in his or her capacity as such or in any other capacity, takes any action that Buyer the Company is obligated pursuant to this Section 8.3(a5.7(a) to cause such Buyer Company Representative not to take, then Buyer the Company shall be deemed for all purposes of this Agreement to have breached this Section 8.3(a5.7(a). Buyer shall, and shall cause each of its Subsidiaries and the Buyer Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions and negotiations with any Persons conducted heretofore with respect to an Alternative Buyer Transaction.

No Other Negotiations. (a) Buyer shall Company will not, and shall Company will not authorize, encourage or permit any officer, director, employee, shareholder, affiliate or agent of its Subsidiaries Company or any of their respective officers, directors, employees, shareholders, Affiliates, agents, advisors (including any attorneys, financial advisorsattorney, investment bankers or accountants) banker or other representatives (collectively, the “Buyer Representatives”) person on Company’s or their behalf to, directly or indirectly: (ai) solicit, initiate, or knowingly encourage, facilitate encourage or induce the making, submission or announcement of of, any offer or proposal from any party concerning any Alternative Transaction (as defined below) or take any other action that could reasonably be expected to lead to an Alternative Transaction or a proposal therefor; (ii) consider any inquiry, offer or proposal received from any Person party concerning any Alternative Transaction (other than Cyrusto respond to such inquiry, the offer or proposal by indicating that Company Shareholders or the Company) concerning is not interested in any Alternative Buyer Transaction); (biii) furnish any nonpublic information regarding Buyer Company to any Person (other than Buyer and its agents and advisors) person or entity in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Buyer Transaction (other than to respond to such inquiry, offer or proposal solely by indicating that Buyer Company is subject to this Section 8.3not interested in any Alternative Transaction); (civ) enter into, participate in, entertain, maintain or continue in any discussions or negotiations with any Person (other than Cyrus, the Company Shareholders person or the Company and their agents and advisors) entity with respect to any Alternative Buyer Transaction (other than to respond to such inquiry, offer or proposal solely by indicating that Buyer Company is subject to this Section 8.3not interested in any Alternative Transaction); (dv) otherwise cooperate with, facilitate or encourage any effort or attempt by any Person person or entity (other than Cyrus, the Company Shareholders or the Company and their agents and advisorsParent) to effect any Alternative Buyer Transaction; or (evi) execute, enter into or become bound by any letter of intent, memorandum of understandingagreement, other Contract commitment or understanding between Buyer Company and any Person (other than Cyrus, the Company Shareholders or the Company) third party that is related to, provides for or concerns any Alternative Buyer Transaction. If Company will promptly notify Parent orally and in writing of any Buyer Representativeinquiries or proposals received by Company or its directors, whether officers, shareholders, employees or agents regarding any Alternative Transaction and will, identify the party making the inquiry or proposal and the nature and terms of any inquiry or proposal. Any violation of the restrictions set forth in his or her capacity as such or in any other capacity, takes any action that Buyer is obligated pursuant to this Section 8.3(a) to cause such Buyer Representative not to takeby any officer, then Buyer director or employee of Company or any attorney, investment banker, director or other representative of Company shall be deemed for all purposes a breach of this Agreement Section by Company. As used herein, the term "Alternative Transaction" means any commitment, agreement or transaction involving or providing for (a) the possible disposition of all or any substantial portion of Company’s business, assets or capital stock, whether by way of merger, consolidation, sale of assets, sale of stock, stock exchange, tender offer and/or any other form of business combination, or (b) any initial public offering of capital stock or other securities of Company pursuant to have breached this Section 8.3(a). Buyer shall, and shall cause each of its Subsidiaries and a registration statement filed under the Buyer Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions and negotiations with any Persons conducted heretofore with respect to an Alternative Buyer TransactionSecurities Act.

No Other Negotiations. (a) Buyer The Company shall not, and shall not authorize, encourage or permit any of its Subsidiaries Company Subsidiary or any of their respective officers, directors, employees, shareholders, Affiliatesaffiliates, agents, advisors (including any attorneys, financial advisors, investment bankers or accountants) or other representatives (collectively, the “Buyer Representatives”"COMPANY REPRESENTATIVES") to, directly or indirectly: (a) solicit, initiate, encourage, induce or knowingly encourage, facilitate or induce the making, submission or announcement of any inquiry, offer or proposal from any Person (other than Cyrus, the Company Shareholders or the CompanyAcquiror) concerning any Alternative Buyer Transaction; (b) furnish any nonpublic information regarding Buyer the Company or the Company Subsidiaries to any Person (other than Buyer Acquiror and its agents and advisors) in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Buyer Transaction (other than to respond to such inquiry, offer or proposal solely by indicating that Buyer the Company is subject to this Section 8.3a binding "no shop" covenant); (cd) enter into, participate in, entertain, maintain or continue any discussions or negotiations with any Person (other than Cyrus, the Company Shareholders or the Company Acquiror and their its agents and advisors) with respect to any Alternative Buyer Transaction (other than to respond to such inquiry, offer or proposal solely by indicating that Buyer the Company is subject to this Section 8.3a binding "no shop" covenant); (d) otherwise cooperate with, encourage or knowingly facilitate or encourage any effort or attempt by any Person (other than Cyrus, the Company Shareholders or the Company Acquiror and their its agents and advisors) to effect any Alternative Buyer Transaction; or (eh) execute, enter into or become bound by any letter of intent, memorandum of understanding, other Contract or understanding between Buyer the Company and any Person (other than Cyrus, the Company Shareholders or the CompanyAcquiror) that is related to, provides for or concerns any Alternative Buyer Transaction. If any Buyer Representative, whether in his or her capacity as such or in any other capacity, takes any action that Buyer is obligated pursuant to this Section 8.3(a) to cause such Buyer Representative not to take, then Buyer shall be deemed for all purposes of this Agreement to have breached this Section 8.3(a). Buyer shall, and shall cause each of its Subsidiaries and the Buyer Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions and negotiations with any Persons conducted heretofore with respect to an Alternative Buyer Transaction.

No Other Negotiations. (a) Buyer shall Digital Content will not, and shall Digital Content --------------------- will not authorize, encourage or permit any officer, director, employee, Manager, Member, affiliate or agent of its Subsidiaries Digital Content or any of their respective officers, directors, employees, shareholders, Affiliates, agents, advisors (including any attorneys, financial advisorsattorney, investment bankers or accountants) banker or other representatives (collectively, the “Buyer Representatives”) person on Digital Content's or their behalf to, directly or indirectly: (ai) solicit, initiate, or knowingly encourage, facilitate encourage or induce the making, submission or announcement of of, any offer or proposal from any party concerning any Alternative Transaction (as defined below) or take any other action that could reasonably be expected to lead to an Alternative Transaction or a proposal therefor; (ii) consider any inquiry, offer or proposal received from any Person party concerning any Alternative Transaction (other than Cyrusto respond to such inquiry, the Company Shareholders offer or the Company) concerning proposal by indicating that Digital Content is not interested in any Alternative Buyer Transaction); (biii) furnish any nonpublic information regarding Buyer Digital Content to any Person (other than Buyer and its agents and advisors) person or entity in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Buyer Transaction (other than to respond to such inquiry, offer or proposal solely by indicating that Buyer Digital Content is subject to this Section 8.3not interested in any Alternative Transaction); (civ) enter into, participate in, entertain, maintain or continue in any discussions or negotiations with any Person (other than Cyrus, the Company Shareholders person or the Company and their agents and advisors) entity with respect to any Alternative Buyer Transaction (other than to respond to such inquiry, offer or proposal solely by indicating that Buyer Digital Content is subject to this Section 8.3not interested in any Alternative Transaction); (dv) otherwise cooperate with, facilitate (with knowledge) or encourage any effort or attempt by any Person person or entity (other than Cyrus, the Company Shareholders or the Company and their agents and advisorsKeynote) to effect any Alternative Buyer Transaction; or (evi) execute, enter into or become bound by any letter of intent, memorandum of understandingagreement, other Contract commitment or understanding between Buyer Digital Content and any Person (other than Cyrus, the Company Shareholders or the Company) third party that is related to, provides for or concerns any Alternative Buyer Transaction. If Digital Content will promptly notify Keynote orally and in writing of any Buyer Representative, whether in his inquiries or her capacity as such or in any other capacity, takes any action that Buyer is obligated pursuant to this Section 8.3(a) to cause such Buyer Representative not to take, then Buyer shall be deemed for all purposes of this Agreement to have breached this Section 8.3(a). Buyer shall, and shall cause each of its Subsidiaries and the Buyer Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions and negotiations with any Persons conducted heretofore with respect to an Alternative Buyer Transaction.proposals received by Digital Content,

No Other Negotiations. (a) Buyer The Company shall not, and shall not authorize, encourage or permit any of its Subsidiaries Subsidiary or any of their respective officers, directors, employees, shareholders, Affiliatesaffiliates, agents, advisors (including any attorneys, financial advisors, investment bankers or accountants) or other representatives (collectively, the “Buyer Representatives”"COMPANY REPRESENTATIVES") to, directly or indirectly: (ai) solicit, initiate, or knowingly encourage, facilitate or induce the making, submission or announcement of any inquiry, offer or proposal from any Person (other than Cyrus, the Company Shareholders or the CompanyAcquiror) concerning any Alternative Buyer Transaction; (bii) furnish any nonpublic information regarding Buyer the Company or its Subsidiaries to any Person (other than Buyer Acquiror and its agents and advisors) in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Buyer Transaction (other than to respond to such inquiry, offer or proposal solely by indicating that Buyer the Company is subject to this Section 8.3a binding "no shop" covenant); (ciii) enter into, participate in, entertain, maintain or continue any discussions or negotiations with any Person (other than Cyrus, the Company Shareholders or the Company Acquiror and their its agents and advisors) with respect to any Alternative Buyer Transaction (other than to respond to such inquiry, offer or proposal solely by indicating that Buyer the Company is subject to this Section 8.3a binding "no shop" covenant); (div) otherwise knowingly cooperate with, facilitate or encourage any effort or attempt by any Person (other than Cyrus, the Company Shareholders or the Company Acquiror and their its agents and advisors) to effect any Alternative Buyer Transaction; or (ev) execute, enter into or become bound by any letter of intent, memorandum of understanding, other Contract or understanding between Buyer the Company and any Person (other than Cyrus, the Company Shareholders or the CompanyAcquiror) that is related to, provides for or concerns any Alternative Buyer Transaction. If any Buyer Company Representative, whether in his or her capacity as such or in any other capacity, takes any action that Buyer the Company is obligated pursuant to this Section 8.3(a5.7(a) to cause such Buyer Company Representative not to take, then Buyer the Company shall be deemed for all purposes of this Agreement to have breached this Section 8.3(a5.7(a). Buyer shall, and shall cause each of its Subsidiaries and the Buyer Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions and negotiations with any Persons conducted heretofore with respect to an Alternative Buyer Transaction.

No Other Negotiations. (a) Buyer The Company shall not, and shall not authorize, encourage or permit any of its Subsidiaries Company Subsidiary or any of their respective officers, directors, employees, shareholders, Affiliatesaffiliates, agents, advisors (including any attorneys, financial advisors, investment bankers or accountants) or other representatives (collectively, the “Buyer Company Representatives”) to, directly or indirectly: (a) solicit, initiate, or knowingly encourage, facilitate or induce the making, submission or announcement of any inquiry, offer or proposal from any Person (other than Cyrus, the Company Shareholders or the CompanyAcquiror) concerning any Alternative Buyer TransactionTransaction or take any other action that could reasonably be expected to lead to an Alternative Transaction with any Person (other than Acquiror) or an offer or proposal therefor; (b) consider any inquiry, offer or proposal received from any Person (other than Acquiror) concerning any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company is not interested in any Alternative Transaction); (c) furnish any nonpublic information regarding Buyer the Company or its Subsidiaries to any Person (other than Buyer Acquiror and its agents and advisors) in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Buyer Transaction (other than to respond to such inquiry, offer or proposal solely by indicating that Buyer the Company is subject to this Section 8.3not interested in any Alternative Transaction); (cd) enter into, participate in, entertain, maintain or continue any discussions or negotiations with any Person (other than Cyrus, the Company Shareholders or the Company Acquiror and their its agents and advisors) with respect to any Alternative Buyer Transaction (other than to respond to such inquiry, offer or proposal solely by indicating that Buyer the Company is subject to this Section 8.3not interested in any Alternative Transaction); (df) otherwise cooperate with, facilitate or encourage any effort or attempt by any Person (other than Cyrus, the Company Shareholders or the Company Acquiror and their its agents and advisors) to effect any Alternative Buyer Transaction; or (eh) execute, enter into or become bound by any letter of intent, memorandum of understanding, other Contract or understanding between Buyer the Company and any Person (other than Cyrus, the Company Shareholders or the CompanyAcquiror) that is related to, provides for or concerns any Alternative Buyer Transaction. If any Buyer Company Representative, whether in his or her capacity as such or in any other capacity, takes any action that Buyer the Company is obligated pursuant to this Section 8.3(a5.7(a) to cause such Buyer Company Representative not to take, then Buyer the Company shall be deemed for all purposes of this Agreement to have breached this Section 8.3(a5.7(a). Buyer shall, and shall cause each of its Subsidiaries and the Buyer Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions and negotiations with any Persons conducted heretofore with respect to an Alternative Buyer Transaction.

No Other Negotiations. (a) Buyer shall The Company will not, and shall the Company will not --------------------- authorize, encourage or permit any officer, director, employee, shareholder, affiliate or agent of its Subsidiaries the Company or any of their respective officers, directors, employees, shareholders, Affiliates, agents, advisors (including any attorneys, financial advisorsattorney, investment bankers or accountants) banker or other representatives (collectively, person on the “Buyer Representatives”) Company's or their behalf to, directly or indirectly: (ai) solicit, initiate, or knowingly encourage, facilitate encourage or induce the making, submission or announcement of of, any offer or proposal from any party concerning any Alternative Transaction (as defined below) or take any other action that could reasonably be expected to lead to an Alternative Transaction or a proposal therefor; (ii) consider any inquiry, offer or proposal received from any Person party concerning any Alternative Transaction (other than Cyrusto respond to such inquiry, offer or proposal by indicating that the Company Shareholders or the Company) concerning is not interested in any Alternative Buyer Transaction); (biii) furnish any nonpublic information regarding Buyer the Company to any Person (other than Buyer and its agents and advisors) person or entity in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Buyer Transaction (other than to respond to such inquiry, offer or proposal solely by indicating that Buyer the Company is subject to this Section 8.3not interested in any Alternative Transaction); (civ) enter into, participate in, entertain, maintain or continue in any discussions or negotiations with any Person (other than Cyrus, the Company Shareholders person or the Company and their agents and advisors) entity with respect to any Alternative Buyer Transaction (other than to respond to such inquiry, offer or proposal solely by indicating that Buyer the Company is subject to this Section 8.3not interested in any Alternative Transaction); (dv) otherwise cooperate with, facilitate or encourage any effort or attempt by any Person (other than Cyrus, the Company Shareholders or the Company and their agents and advisors) to effect any Alternative Buyer Transaction; or (e) execute, enter into or become bound by any letter of intent, memorandum of understanding, other Contract or understanding between Buyer and any Person (other than Cyrus, the Company Shareholders or the Company) that is related to, provides for or concerns any Alternative Buyer Transaction. If any Buyer Representative, whether in his or her capacity as such or in any other capacity, takes any action that Buyer is obligated pursuant to this Section 8.3(a) to cause such Buyer Representative not to take, then Buyer shall be deemed for all purposes of this Agreement to have breached this Section 8.3(a). Buyer shall, and shall cause each of its Subsidiaries and the Buyer Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions and negotiations with any Persons conducted heretofore with respect to an Alternative Buyer Transaction.or

No Other Negotiations. (a) Buyer shall Company will not, and shall Company will not authorize, encourage or permit any officer, director, employee, shareholder, affiliate or agent of its Subsidiaries Company or any of their respective officers, directors, employees, shareholders, Affiliates, agents, advisors (including any attorneys, financial advisorsattorney, investment bankers or accountants) banker or other representatives (collectively, the “Buyer Representatives”) person on Company’s or their behalf to, directly or indirectly: (ai) solicit, initiate, or knowingly encourage, facilitate encourage or induce the making, submission or announcement of of, any offer or proposal from any party concerning any Alternative Transaction (as defined below) or take any other action that could reasonably be expected to lead to an Alternative Transaction or a proposal therefor; (ii) consider any inquiry, offer or proposal received from any Person party concerning any Alternative Transaction (other than Cyrusto respond to such inquiry, the offer or proposal by indicating that Company Shareholders or the Company) concerning is not interested in any Alternative Buyer Transaction); (biii) furnish any nonpublic information regarding Buyer Company to any Person (other than Buyer and its agents and advisors) person or entity in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Buyer Transaction (other than to respond to such inquiry, offer or proposal solely by indicating that Buyer Company is subject to this Section 8.3not interested in any Alternative Transaction); (civ) enter into, participate in, entertain, maintain or continue in any discussions or negotiations with any Person (other than Cyrus, the Company Shareholders person or the Company and their agents and advisors) entity with respect to any Alternative Buyer Transaction (other than to respond to such inquiry, offer or proposal solely by indicating that Buyer Company is subject to this Section 8.3not interested in any Alternative Transaction); (dv) otherwise cooperate with, facilitate or encourage any effort or attempt by any Person person or entity (other than Cyrus, the Company Shareholders or the Company and their agents and advisorsParent) to effect any Alternative Buyer Transaction; or (evi) execute, enter into or become bound by any letter of intent, memorandum of understandingagreement, other Contract commitment or understanding between Buyer Company and any Person (other than Cyrus, the Company Shareholders or the Company) third party that is related to, provides for or concerns any Alternative Buyer Transaction. If Company will promptly notify Parent orally and in writing of any Buyer Representativeinquiries or proposals received by Company or its directors, whether officers, shareholders, employees or agents regarding any Alternative Transaction and will, identify the party making the inquiry or proposal and the nature and terms of any inquiry or proposal. Any violation of the restrictions set forth in his or her capacity as such or in any other capacity, takes any action that Buyer is obligated pursuant to this Section 8.3(a) to cause such Buyer Representative not to takeby any officer, then Buyer director or employee of Company or any attorney, investment banker, director or other representative of Company shall be deemed for all purposes a breach of this Agreement Section 5.7 by Company. As used herein, the term “Alternative Transaction” means any commitment, agreement or transaction involving or providing for (a) the possible disposition of all or any substantial portion of Company’s business, assets or capital stock, whether by way of merger, consolidation, sale of assets, sale of stock, stock exchange, tender offer and/or any other form of business combination, or (b) any initial public offering of capital stock or other securities of Company pursuant to have breached this Section 8.3(a). Buyer shall, and shall cause each of its Subsidiaries and a registration statement filed under the Buyer Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions and negotiations with any Persons conducted heretofore with respect to an Alternative Buyer TransactionSecurities Act.

No Other Negotiations. (a) Buyer Neither Company shall, nor shall not, and shall not it authorize, encourage or permit any of its Subsidiaries or any of their respective officers, directors, employees, shareholders, Affiliates, agents, advisors (including any attorneys, financial advisors, investment bankers or accountants) or other representatives (collectively, the “Buyer Company Representatives”) to, directly or indirectly: (a) solicit, initiate, or knowingly encourage, facilitate or induce the making, submission or announcement of any inquiry, offer or proposal from any Person (other than Cyrus, the Company Shareholders or the CompanyParent) concerning any Alternative Buyer Transaction; (b) furnish any nonpublic information regarding Buyer either Company or its Subsidiaries to any Person (other than Buyer Parent and its agents and advisors) in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Buyer Transaction (other than to respond to such inquiry, offer or proposal solely by indicating that Buyer such Company is subject to this Section 8.35.7); (c) enter into, participate in, entertain, maintain or continue any discussions or negotiations with any Person (other than Cyrus, the Company Shareholders or the Company Parent and their its agents and advisors) with respect to any Alternative Buyer Transaction (other than to respond to such inquiry, offer or proposal solely by indicating that Buyer is the Companies are subject to this Section 8.35.7); (d) otherwise cooperate with, facilitate or encourage any effort or attempt by any Person (other than Cyrus, the Company Shareholders or the Company Parent and their its agents and advisors) to effect any Alternative Buyer Transaction; or (e) execute, enter into or become bound by any letter of intent, memorandum of understanding, other Contract or understanding between Buyer either Company and any Person (other than Cyrus, the Company Shareholders or the CompanyParent) that is related to, provides for or concerns any Alternative Buyer Transaction, provided, however, that in the event that either Company receives an unsolicited proposal with respect to such a transaction from any Person (other than Parent and its designees), such Company may, to the extent it is required to do so by applicable fiduciary duties confirmed by advice of counsel to that effect, (a “Superior Proposal”) enter into discussion or transactions with or provide information to such Person. If any Buyer Company Representative, whether in his or her capacity as such or in any other capacity, takes any action that Buyer such Company is obligated pursuant to this Section 8.3(a5.7(a) to cause such Buyer Company Representative not to take, then Buyer such Company shall be deemed for all purposes of this Agreement to have breached this Section 8.3(a5.7(a). Buyer shall, and shall cause each of its Subsidiaries and the Buyer Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions and negotiations with any Persons conducted heretofore with respect to an Alternative Buyer Transaction.